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CTRE 2015.06.30 10Q
Table of Contents

 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 FORM 10-Q
 
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number: 001-36181
 
 
CareTrust REIT, Inc.
(Exact name of registrant as specified in its charter) 
 
Maryland
 
46-3999490
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
905 Calle Amanecer, Suite 300, San Clemente, CA
 
92673
(Address of principal executive offices)
 
(Zip Code)
(949) 542-3130
(Registrant’s telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    x  Yes    ¨  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer
 
¨
  
Accelerated filer
 
¨
 
 
 
 
Non-accelerated filer
 
x (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No
At August 7, 2015, there were 31,811,409 shares of common stock outstanding.




EXPLANATORY NOTE
This report represents the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2015 for CareTrust REIT, Inc. (“CareTrust” or the “Company”). Prior to June 1, 2014, CareTrust was a wholly owned subsidiary of The Ensign Group, Inc. (“Ensign”). On June 1, 2014, Ensign completed the separation of its healthcare business and its real estate business into two separate and independent publicly traded companies through the distribution of all of the outstanding shares of common stock of CareTrust to Ensign stockholders on a pro rata basis (the “Spin-Off”). Ensign stockholders received one share of CareTrust common stock for each share of Ensign common stock held at the close of business on May 22, 2014, the record date for the Spin-Off. The Spin-Off was effective from and after June 1, 2014, with shares of CareTrust common stock distributed by Ensign on June 2, 2014.
The Company was formed on October 29, 2013 and had minimal activity prior to the Spin-Off. The condensed consolidated and combined financial statements included in this report reflect, for all periods presented, the historical financial position, results of operations and cash flows of (i) the skilled nursing, assisted living and independent living facilities that Ensign contributed to the Company immediately prior to the Spin-Off and (ii) the operations of the three independent living facilities that the Company operated immediately following the Spin-Off. The condensed consolidated and combined financial statements included in this report also reflect the new investments that the Company has made after the Spin-Off. “Ensign Properties” is the predecessor of the Company, and its historical financial statements, for the periods prior to the Spin-Off, have been prepared on a “carve-out” basis from Ensign’s consolidated financial statements using the historical results of operations, cash flows, assets and liabilities attributable to such skilled nursing, assisted living and independent living facilities, and include allocations of income, expenses, assets and liabilities from Ensign. These allocations reflect significant assumptions. Although management of the Company believes such assumptions are reasonable, the condensed consolidated and combined financial statements do not fully reflect what the Company’s financial position, results of operations and cash flows would have been had it been a stand-alone company during the period ended June 30, 2014. As a result, historical financial information is not necessarily indicative of the Company’s future results of operations, financial position and cash flows.
Effective May 15, 2014, the Company became subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). These reports and other information filed by the Company may be read and copied at the Public Reference Room of the SEC, 100 F Street N.E., Washington, D.C. 20549. Information about the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, and other information about issuers, like the Company, which file electronically with the SEC. The address of that site is http://www.sec.gov. The Company makes available its reports on Form 10-K, 10-Q, and 8-K (as well as all amendments to these reports), and other information, free of charge, at the Investor Relations section of its website at www.caretrustreit.com. The information found on, or otherwise accessible through, the Company’s website is not incorporated by reference into, nor does it form a part of, this report or any other document that we file with the SEC.



Table of Contents

INDEX
 
PART I—FINANCIAL INFORMATION
Item 1.
 
 
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
PART II—OTHER INFORMATION
 
 
 
Item 1.
Item 1A.
Item 6.
 





Table of Contents


PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
CARETRUST REIT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(unaudited)
 
 
June 30, 2015
 
December 31, 2014
Assets:
 
Real estate investments, net
$
459,515

 
$
436,215

Other real estate investments
7,987

 
7,532

Cash and cash equivalents
29,904

 
25,320

Accounts receivable (related party receivables of $0 at June 30, 2015 and $2,275 at December 31, 2014)
2,036

 
2,291

Prepaid expenses and other assets
2,292

 
809

Deferred financing costs, net
9,442

 
10,405

Total assets
$
511,176

 
$
482,572

Liabilities and Equity:
 
 
 
Senior unsecured notes payable
$
260,000

 
$
260,000

Mortgage notes payable
96,854

 
98,205

Secured revolving credit facility
35,000

 

Accounts payable and accrued liabilities
5,946

 
6,959

Dividends payable
5,090

 
3,946

Total liabilities
402,890

 
369,110

Commitments and contingencies (Note 11)

 

Equity:
 
 
 
Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares issued and outstanding as of June 30, 2015 and December 31, 2014

 

Common stock, $0.01 par value; 500,000,000 shares authorized, 31,306,782 and 31,251,157 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively
313

 
313

Additional paid-in capital
246,701

 
246,041

Cumulative distributions in excess of earnings
(138,728
)
 
(132,892
)
Total equity
108,286

 
113,462

Total liabilities and equity
$
511,176

 
$
482,572

See accompanying notes to condensed consolidated and combined financial statements.


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Table of Contents

CARETRUST REIT, INC.
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
Rental income (related party rental income of $2,308 and $4,667 for the three months ended June 30, 2015 and 2014, respectively and $16,308 and $4,667 for the six months ended June 30, 2015 and 2014, respectively – Note 6)
$
15,249

 
$
12,205

 
$
30,091

 
$
23,228

Tenant reimbursements (related party tenant reimbursements of $200 and $396 for the three months ended June 30, 2015 and 2014, respectively and $1,406 and $396 for the six months ended June 30, 2015 and 2014, respectively – Note 6)
1,288

 
1,237

 
2,546

 
2,498

Independent living facilities
607

 
623

 
1,242

 
1,210

Interest and other income
232

 

 
455

 

Total revenues
17,376

 
14,065

 
34,334

 
26,936

Expenses:
 
 
 
 
 
 
 
Depreciation and amortization
5,679

 
6,070

 
11,278

 
12,269

Interest expense
5,989

 
6,452

 
11,890

 
9,779

Loss on extinguishment of debt

 
4,067

 

 
4,067

Property taxes
1,288

 
1,237

 
2,546

 
2,498

Independent living facilities
566

 
555

 
1,168

 
1,098

General and administrative
1,588


6,009

 
3,148

 
7,912

Total expenses
15,110

 
24,390

 
30,030

 
37,623

Income (loss) before provision for income taxes
2,266

 
(10,325
)
 
4,304

 
(10,687
)
Provision for income taxes

 
17

 

 
53

Net income (loss)
$
2,266

 
$
(10,342
)
 
$
4,304

 
$
(10,740
)
Earnings (loss) per common share:
 
 
 
 
 
 
 
Basic
$
0.07

 
$
(0.47
)
 
$
0.13

 
$
(0.48
)
Diluted
$
0.07

 
$
(0.47
)
 
$
0.13

 
$
(0.48
)
Weighted-average number of common shares:
 
 
 
 
 
 
 
Basic
31,278

 
22,231

 
31,268

 
22,230

Diluted
31,278

 
22,231

 
31,268

 
22,230

Dividends declared per common share
$
0.16

 
$

 
$
0.32

 
$

See accompanying notes to condensed consolidated and combined financial statements.


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Table of Contents

CARETRUST REIT, INC.
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
(unaudited)
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Net income (loss)
$
2,266

 
$
(10,342
)
 
$
4,304

 
$
(10,740
)
Other comprehensive income (loss):

 

 
 
 
 
Unrealized (loss) gain on interest rate swap

 
(30
)
 

 
167

Reclassification adjustment on interest rate swap

 
1,661

 

 
1,661

Comprehensive income (loss)
$
2,266

 
$
(8,711
)
 
$
4,304

 
$
(8,912
)
See accompanying notes to condensed consolidated and combined financial statements.


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Table of Contents

CARETRUST REIT, INC.
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF EQUITY
(in thousands, except share and per share amounts)
(unaudited)
 
 
Common Stock
 
Additional
Paid-in
Capital
 
Cumulative
Distributions
in Excess
of Earnings
 
Invested
Equity
 
Accumulated
Other
Comprehensive
Loss
 
Total
Equity
Shares
 
Amount
 
Balance at December 31, 2013
1,000

 
$

 
$

 
$

 
$
164,517

 
$
(1,828
)
 
$
162,689

Net capital contribution from Ensign

 

 

 

 
4,356

 

 
4,356

Unrealized gain on interest rate swap

 

 

 

 

 
167

 
167

Reclassification adjustment on interest rate swap

 

 

 

 

 
1,661

 
1,661

Net capital distribution to Ensign

 

 

 

 
(10,475
)
 

 
(10,475
)
Reclassification of invested equity to common stock and additional paid-in capital in conjunction with the Spin-Off (Note 1)
22,227,358

 
222

 
146,980

 

 
(147,202
)
 

 

Vesting of restricted common stock
48,550

 
1

 
(1
)
 

 

 

 

Amortization of stock-based compensation

 

 
154

 

 

 

 
154

Special dividend at $5.88 per share
8,974,249

 
90

 
98,908

 
(131,999
)
 

 

 
(33,001
)
Common dividend at $0.125 per share

 

 

 
(3,946
)
 

 

 
(3,946
)
Net income (loss)

 

 

 
3,053

 
(11,196
)
 

 
(8,143
)
Balance at December 31, 2014
31,251,157

 
313

 
246,041

 
(132,892
)
 

 

 
113,462

Vesting of restricted common stock
55,625

 

 

 

 

 

 

Amortization of stock-based compensation

 

 
660

 

 

 

 
660

Common dividends ($0.32 per share)

 

 

 
(10,140
)
 

 

 
(10,140
)
Net income

 

 

 
4,304

 

 

 
4,304

Balance at June 30, 2015
31,306,782

 
$
313

 
$
246,701

 
$
(138,728
)
 
$

 
$

 
$
108,286

See accompanying notes to condensed consolidated and combined financial statements.


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Table of Contents

CARETRUST REIT, INC.
CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
For the Six Months Ended June 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income (loss)
$
4,304

 
$
(10,740
)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
 
 
 
Depreciation and amortization
11,278

 
12,269

Amortization of deferred financing costs and debt discount
1,102

 
517

Amortization of stock-based compensation
660

 

Noncash interest income adjustments
(455
)
 

Loss on extinguishment of debt

 
1,998

Loss on settlement of interest rate swap

 
1,661

Change in operating assets and liabilities:
 
 
 
Accounts receivable
(2,020
)
 
(3
)
Accounts receivable due from related party
2,275

 
(1,848
)
Prepaid expenses and other assets
(545
)
 
677

Interest rate swap

 
(1,661
)
Accounts payable and accrued liabilities
(1,013
)
 
4,683

Net cash provided by operating activities
15,586

 
7,553

Cash flows from investing activities:
 
 
 
Acquisition of real estate
(33,646
)
 

Improvements to real estate
(143
)
 

Purchases of equipment, furniture and fixtures
(227
)
 
(19,009
)
Escrow deposit for acquisition of real estate
(1,500
)
 

Net cash used in investing activities
(35,516
)
 
(19,009
)
Cash flows from financing activities:
 
 
 
Proceeds from the issuance of senior unsecured notes payable

 
260,000

Borrowings under senior secured revolving credit facility
35,000

 
10,000

Proceeds from the issuance of mortgage notes payable

 
50,676

Repayments of borrowings under senior secured revolving credit facility

 
(88,701
)
Payments on the mortgage notes payable
(1,351
)
 
(66,856
)
Payments on senior secured term loan

 
(65,624
)
Payments of deferred financing costs
(139
)
 
(12,945
)
Dividends paid on common stock
(8,996
)
 

Net contribution from Ensign (Note 6)

 
4,356

Net cash provided by financing activities
24,514

 
90,906

Net increase in cash and cash equivalents
4,584

 
79,450

Cash and cash equivalents beginning of period
25,320

 
895

Cash and cash equivalents end of period
$
29,904

 
$
80,345

Supplemental disclosures of cash flow information:
 
 
 
Interest paid
$
10,800

 
$
6,414

Income taxes paid
$

 
$
104

Supplemental schedule of noncash operating, investing and financing activities:
 
 
 
Increase in dividends payable
$
1,144

 
$

Application of escrow deposit to acquisition of real estate
$
500

 
$

Operating assets and liabilities that were not transferred to CareTrust
$

 
$
1,042

Equipment, furniture and fixtures that were not transferred to CareTrust
$

 
$
(11,684
)
Net capital distribution to Ensign
$

 
$
10,475

See accompanying notes to condensed consolidated and combined financial statements.


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Table of Contents
CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)




1.
ORGANIZATION
Separation from Ensign—Prior to June 1, 2014, CareTrust REIT, Inc. (“CareTrust” or the “Company”) was a wholly owned subsidiary of The Ensign Group, Inc. (“Ensign”). On June 1, 2014, Ensign completed the separation of its healthcare business and its real estate business into two separate and independent publicly traded companies through the distribution of all of the outstanding shares of common stock of CareTrust to Ensign stockholders on a pro rata basis (the “Spin-Off”). Ensign stockholders received one share of CareTrust common stock for each share of Ensign common stock held at the close of business on May 22, 2014, the record date for the Spin-Off. The Spin-Off was effective from and after June 1, 2014, with shares of CareTrust common stock distributed by Ensign on June 2, 2014. The Company was formed on October 29, 2013 and had minimal activity prior to the Spin-Off.
Prior to the Spin-Off, the Company and Ensign entered into a Separation and Distribution Agreement, setting forth the mechanics of the Spin-Off, certain organizational matters and other ongoing obligations of the Company and Ensign. The Company and Ensign or their respective subsidiaries, as applicable, also entered into a number of other agreements to govern the relationship between Ensign and the Company after the Spin-Off, including eight long-term leases (the “Ensign Master Leases”), under which Ensign leases 94 healthcare facilities on a triple-net basis.
The Company and Ensign also entered into an Opportunities Agreement, which granted the Company the right to match any offer from a third party to finance the acquisition or development of any healthcare or senior living facility by Ensign or any of its affiliates for a period of one year following the Spin-Off. In addition, this agreement granted Ensign, subject to certain exceptions, the right to either purchase and operate, or lease and operate, the facilities included in any portfolio of five or fewer healthcare or senior living facilities presented to the Company during the first year following the Spin-Off. The Opportunities Agreement and certain other agreements with Ensign terminated as of the first anniversary of the Spin-Off.
In accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 505-60, Equity—Spinoffs and Reverse Spinoffs, the accounting for the separation of the Company follows its legal form, with Ensign as the legal and accounting spinnor and the Company as the legal and accounting spinnee, due to the relative significance of Ensign’s healthcare business, the relative fair values of the respective companies, the retention of all senior management (except Mr. Gregory K. Stapley) by Ensign, and other relevant indicators. The assets and liabilities contributed to the Company from Ensign, or incurred in connection with the Spin-Off in the case of certain debt, were as follows (dollars in thousands):
 
 
 
Real estate investments, net
$
421,846

Cash
78,731

Accounts receivable and prepaid assets and other current assets
1,900

Deferred financing costs, net
11,088

Debt
(359,512
)
Other liabilities
(6,838
)
Net contribution
$
147,215

Description of Business—The Company’s primary business consists of acquiring, financing and owning real property to be leased to third-party tenants in the healthcare sector. As of June 30, 2015, the Company owned and leased to independent operators, including Ensign, 102 skilled nursing, assisted living and independent living facilities which had a total of 10,647 operational beds located in Arizona, California, Colorado, Idaho, Iowa, Minnesota, Nebraska, Nevada, Texas, Utah, Virginia and Washington. The Company also owns and operates three independent living facilities which had a total of 264 units located in Texas and Utah. As of June 30, 2015, the Company also had one other real estate investment, consisting of an $8.0 million preferred equity investment.

 
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


Basis of Presentation—The accompanying condensed consolidated and combined financial statements of the Company reflect, for all periods presented, the historical financial position, results of operations and cash flows of (i) the skilled nursing, assisted living and independent living facilities that Ensign contributed to the Company immediately prior to the Spin-Off and (ii) the operations of the three independent living facilities that the Company operated immediately following the Spin-Off. The condensed consolidated and combined financial statements included in this report also reflect the new investments that the Company has made after the Spin-Off. For the periods prior to the Spin-Off, the Company’s financial statements have been prepared on a “carve-out” basis from Ensign’s consolidated financial statements using the historical results of operations, cash flows, assets and liabilities attributable to such skilled nursing, assisted living and independent living facilities (the “Ensign Properties”).
For the periods prior to the Spin-Off, the condensed combined statements of operations reflect allocations of general corporate expenses from Ensign including, but not limited to, executive management, finance, legal, information technology, human resources, employee benefits administration, treasury, risk management, procurement, and other shared services. See further discussion in Note 6, Related Party Transactions.
Management believes that the assumptions and estimates used in preparation of the underlying condensed consolidated and combined financial statements are reasonable. However, the condensed consolidated and combined financial statements for the period January 1, 2014 through May 31, 2014, do not necessarily reflect what the Company’s financial position, results of operations or cash flows would have been if the Company had been a stand-alone company during the period presented. The historical financial information is not necessarily indicative of the Company’s future results of operations, financial position or cash flows.
The accompanying condensed consolidated and combined financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and Article 10 of Regulation S-X. Accordingly, the condensed consolidated and combined financial statements do not include all of the disclosures required by GAAP for a complete set of annual audited financial statements. The condensed consolidated and combined financial statements should be read in conjunction with the audited consolidated and combined financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. In the opinion of management, all adjustments which are of a normal and recurring nature and considered necessary for a fair presentation of the results of the interim periods presented have been included. The results of operations for the interim periods are not necessarily indicative of results for the full year. All intercompany transactions and account balances within the Company have been eliminated.
Estimates and Assumptions—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
Reclassifications—Certain amounts in the Company’s condensed consolidated and combined financial statements for prior periods have been reclassified to conform to the current period presentation. These reclassifications have not changed the results of operations of prior periods.
Real Estate Depreciation and Amortization—Real estate costs related to the acquisition and improvement of properties are capitalized and amortized over the expected useful life of the asset on a straight-line basis. Repair and maintenance costs are charged to expense as incurred and significant replacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. The Company considers the period of future benefit of an asset to determine its appropriate useful life. Expenditures for tenant improvements are capitalized and amortized over the shorter of the tenant’s lease term or expected useful life. The Company anticipates the estimated useful lives of its assets by class to be generally as follows:
 
Buildings
 
25-40 years
Building improvements
 
10-25 years
Tenant improvements
 
Shorter of lease term or expected useful life
Integral equipment, furniture and fixtures
 
5 years
 

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


 
Real Estate Acquisition Valuation— In accordance with ASC 805, Business Combinations, the Company records the acquisition of income-producing real estate as a business combination. If the acquisition does not meet the definition of a business, the Company records the acquisition as an asset acquisition. Under both methods, all assets acquired and liabilities assumed are measured at their acquisition date fair values. For transactions that are business combinations, acquisition costs are expensed as incurred and restructuring costs that do not meet the definition of a liability at the acquisition date are expensed in periods subsequent to the acquisition date. For transactions that are asset acquisitions, acquisition costs are capitalized as incurred.
The Company assesses the acquisition date fair values of all tangible assets, identifiable intangibles and assumed liabilities using methods similar to those used by independent appraisers, generally utilizing a discounted cash flow analysis that applies appropriate discount and/or capitalization rates and available market information. Estimates of future cash flows are based on a number of factors, including historical operating results, known and anticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant.
Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require the Company to make significant assumptions to estimate market lease rates, property-operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, and the number of years the property will be held for investment. The use of inappropriate assumptions would result in an incorrect valuation of the Company’s acquired tangible assets, identifiable intangibles and assumed liabilities, which would impact the amount of the Company’s net income.
Impairment of Long-Lived Assets—At least annually, management evaluates the Company’s real estate investments for impairment indicators, including the evaluation of our assets’ useful lives. Management also assesses the carrying value of the Company’s real estate investments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The judgment regarding the existence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance and legal structure. If indicators of impairment are present, management evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows are determined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new value assigned to the asset.
If the Company decides to sell real estate properties, we evaluate the recoverability of the carrying amounts of the assets. If the evaluation indicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell.
In the event of impairment, the fair value of the real estate investment is determined by market research, which includes valuing the property in its current use as well as other alternative uses, and involves significant judgment. The Company’s estimates of cash flows and fair values of the properties are based on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. The Company’s ability to accurately estimate future cash flows and estimate and allocate fair values impacts the timing and recognition of impairments. While the Company believes its assumptions are reasonable, changes in these assumptions may have a material impact on financial results.
Other Real Estate Investments — Preferred equity investments are accounted for at unpaid principal balance, plus accrued return, net of reserves. The Company recognizes return income on a quarterly basis based on the outstanding investment including any accrued and unpaid return.
The Company periodically evaluates each of its other real estate investments for indicators of impairment. An investment is impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. A reserve is established for the excess of the carrying value of the investment over its fair value.
 
Cash and Cash Equivalents—Cash and cash equivalents consist of bank term deposits and money market funds with original maturities of three months or less at time of purchase and therefore approximate fair value. The fair value of these

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


investments is determined based on “Level 1” inputs, which consist of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. The Company places its cash and short-term investments with high credit quality financial institutions.
The Company’s cash and cash equivalents balance periodically exceeds federally insurable limits. The Company monitors the cash balances in its operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operating accounts.
Deferred Financing Costs—External costs incurred from placement of our debt are capitalized and amortized on a straight-line basis over the terms of the related borrowings, which approximates the effective interest method. Amortization of deferred financing costs is classified as interest expense in our condensed consolidated and combined statements of operations. Accumulated amortization of deferred financing costs was $3.3 million and $2.2 million at June 30, 2015 and December 31, 2014, respectively.
When financings are terminated, unamortized deferred financing costs, as well as charges incurred for the termination, are expensed at the time the termination is made. Gains and losses from the extinguishment of debt are presented within income from continuing operations in our condensed consolidated and combined statements of operations.
Revenue Recognition —The Company recognizes rental revenue, including rental abatements, lease incentives and contractual fixed increases attributable to operating leases, if any, from tenants under lease arrangements with minimum fixed and determinable increases on a straight-line basis over the non-cancellable term of the related leases when collectability is reasonably assured. Tenant recoveries related to the reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in the period the expenses are incurred and presented gross if the Company is the primary obligor and, with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the associated credit risk. For the six months ended June 30, 2015 and 2014, such tenant reimbursement revenues consist of real estate taxes. Contingent revenue, if any, is not recognized until all possible contingencies have been eliminated.
The Company evaluates the collectability of rents and other receivables on a regular basis based on factors including, among others, payment history, the operations, the asset type and current economic conditions. If our evaluation of these factors indicates we may not recover the full value of the receivable, we provide a reserve against the portion of the receivable that we estimate may not be recovered. This analysis requires us to determine whether there are factors indicating a receivable may not be fully collectible and to estimate the amount of the receivable that may not be collected. We did not reserve any receivables as of June 30, 2015 or December 31, 2014.
Income Taxes—The Company’s operations prior to the Spin-Off were historically included in Ensign’s U.S. federal and state income tax returns and all income taxes for periods prior to the Spin-Off were paid by Ensign. Income tax expense and other income tax related information contained in these condensed consolidated and combined financial statements are presented on a separate tax return basis as if the Company filed its own tax returns for all periods. Management believes that the assumptions and estimates used to determine these tax amounts are reasonable. However, the condensed consolidated and combined financial statements herein may not necessarily reflect the Company’s income tax expense or tax payments in the future, or what its tax amounts would have been if the Company had been a stand-alone company prior to the Spin-Off.
The Company expects to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and expects to qualify as such beginning with its taxable year ending December 31, 2014. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of the Company’s annual REIT taxable income to its stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, the Company generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification is lost unless the Internal Revenue Service grants the Company relief under certain statutory provisions.
 
 

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


In connection with the Company’s intention to qualify as a real estate investment trust in 2014, on October 17, 2014, the Company’s board of directors declared a special dividend (the “Special Dividend”) of $132.0 million, or approximately $5.88 per common share, which represents the amount of accumulated earnings and profits, or “E&P,” allocated to the Company as a result of the Spin-Off. The Special Dividend was intended to purge the Company of accumulated E&P attributable to the period prior to the Company’s first taxable year as a REIT. The Special Dividend was paid on December 10, 2014, to stockholders of record on October 31, 2014, in a combination of both cash and stock. The cash portion totaled $33.0 million and the stock portion totaled $99.0 million. The Company issued 8,974,249 shares of common stock in connection with the stock portion of the Special Dividend.
Derivatives and Hedging Activities—The Company evaluates variable and fixed interest rate risk exposure on a routine basis and to the extent the Company believes that it is appropriate, it will offset most of its variable rate risk exposure by entering into interest rate swap agreements. It is the Company’s policy to only utilize derivative instruments for hedging purposes (i.e., not for speculation). The Company formally designates its interest rate swap agreements as hedges and documents all relationships between hedging instruments and hedged items. The Company formally assesses effectiveness of its hedging relationships, both at the hedge inception and on an ongoing basis, then measures and records ineffectiveness. The Company would discontinue hedge accounting prospectively (i) if it is determined that the derivative is no longer effective in offsetting changes in the cash flows of a hedged item, (ii) when the derivative expires or is sold, terminated or exercised, (iii) if it is no longer probable that the forecasted transaction will occur, or (iv) if management determines that designation of the derivative as a hedge instrument is no longer appropriate.
Effective May 30, 2014, the Company de-designated its interest rate swap contract that historically qualified for cash flow hedge accounting. This was due to the termination of the interest rate swap agreement related to the early retirement of the senior credit facility in place prior to the Spin-Off. As a result, the loss previously recorded in accumulated other comprehensive loss related to the interest rate swap was recognized in interest expense in the condensed consolidated and combined statements of operations during the three month period ended June 30, 2014. There was no outstanding interest rate swap contract as of June 30, 2015.
Stock-Based Compensation—The Company accounts for share-based payment awards in accordance with ASC Topic 718, Compensation – Stock Compensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. ASC 718 requires all entities to apply a fair value-based measurement method in accounting for share-based payment transactions with directors, officers and employees except for equity instruments held by employee share ownership plans. Net income reflects stock-based compensation expense of $0.3 million and $0.7 million for the three and six months ended June 30, 2015, respectively.
Concentration of Credit Risk—The Company is subject to concentrations of credit risk consisting primarily of operating leases on our owned properties. See Note 12, Concentration of Risk, for a discussion of major operator concentration.
Segment Disclosures —The FASB accounting guidance regarding disclosures about segments of an enterprise and related information establishes standards for the manner in which public business enterprises report information about operating segments. The Company has one reportable segment consisting of investments in healthcare-related real estate assets.
Earnings (Loss) Per Share—The Company calculates earnings (loss) per share (“EPS”) in accordance with ASC 260, Earnings Per Share. Basic EPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period. Diluted EPS reflects the additional dilution for all potentially-dilutive securities. Basic and diluted EPS for the three and six months ended June 30, 2014 were retroactively restated for the number of basic and diluted shares outstanding immediately following the Spin-Off.
Recently Issued Accounting Standards Update— In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU No. 2014-09”). ASU No. 2014-09 requires an entity to recognize the revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. ASU No. 2014-09 supersedes the revenue requirements in Revenue Recognition (Topic 605) and most industry-specific guidance throughout the Industry Topics of the Codification. ASU No. 2014-09 does not apply to lease contracts within the scope of Leases (Topic 840). In July 2015, the FASB provided for a one-year deferral of the effective date of ASU No. 2014-09. The standard will be effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. The Company is currently assessing the impact of adopting ASU No. 2014-09 but does not believe it will have a material effect on income from operations or the Company’s financial position.
 

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


 
In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis (“ASU No. 2015-02”), which makes certain changes to both the variable interest model and the voting model, including changes to (1) the identification of variable interests (fees paid to a decision maker or service provider), (2) the variable interest entity characteristics for a limited partnership or similar entity and (3) the primary beneficiary determination. ASU No. 2015-02 is effective for fiscal years, and interim periods within these fiscal years, beginning after December 15, 2015. The Company does not expect the adoption of ASU No. 2015-02 to have a significant impact on its consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU No. 2015-03”), which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs is not affected. Upon adoption, we will apply the new guidance on a retrospective basis and adjust the balance sheet of each individual period presented to reflect the period-specific effects of applying the new guidance. ASU No. 2015-03 is effective for fiscal years, and interim periods within these fiscal years, beginning after December 15, 2015. The Company does not expect the adoption of ASU No. 2015-03 to have a significant impact on its consolidated financial statements.
 

3. REAL ESTATE INVESTMENTS, NET
The following tables summarize our investment in owned properties at June 30, 2015, and December 31, 2014 (dollars in thousands):
 
 
June 30,
2015
 
December 31,
2014
Land
$
79,804

 
$
75,072

Buildings and improvements
445,391

 
417,414

Integral equipment, furniture and fixtures
49,003

 
47,134

Real estate investments
574,198

 
539,620

Accumulated depreciation
(114,683
)
 
(103,405
)
Real estate investments, net
$
459,515

 
$
436,215

As of June 30, 2015, all but 11 of the Company’s facilities were leased to subsidiaries of Ensign under the Ensign Master Leases which began on June 1, 2014. The obligations under the Ensign Master Leases are guaranteed by Ensign. A default by any subsidiary of Ensign with regard to any facility leased pursuant to an Ensign Master Lease will result in a default under all of the Ensign Master Leases. The annual revenues from the Ensign Master Leases are $56.0 million during each of the first two years of the Ensign Master Leases. Commencing in the third year under the Ensign Master Leases, the annual revenues from the Ensign Master Leases will be escalated annually by an amount equal to the product of (1) the lesser of the percentage change in the Consumer Price Index (“CPI”) (but not less than zero) or 2.5%, and (2) the prior year’s rent. In addition to rent, the subsidiaries of Ensign that are tenants under the Ensign Master Leases are solely responsible for the costs related to the leased properties (including property taxes, insurance, and maintenance and repair costs).

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


As of June 30, 2015, our total future minimum rental revenues for all of our tenants were (dollars in thousands): 
 
 
Year
Amount
Remaining 2015
$
30,721

2016
61,442

2017
61,442

2018
61,442

2019
61,442

Thereafter
630,333

 
$
906,822


 
Recent Real Estate Acquisitions
The following recent real estate acquisitions were accounted for as asset acquisitions:
Bethany Rehabilitation Center
In January 2015, the Company acquired the Bethany Rehabilitation Center, a skilled nursing facility located in Lakewood, Colorado, for $18.1 million, which includes acquisition costs capitalized of $0.1 million.
In connection with the acquisition, the Company entered into a triple-net master lease with Eduro Healthcare LLC. The lease carries an initial term of 15 years with two five-year renewal options and CPI-based rent escalators. The Company anticipates initial annual lease revenues of $1.7 million.

Mira Vista Care Center
In April 2015, the Company acquired the Mira Vista Care Center, a skilled nursing facility located in Mount Vernon, Washington, for $9.3 million, which includes acquisition costs capitalized of $0.2 million.
In connection with the acquisition, the Company entered into a triple-net master lease with Five Oaks Healthcare, LLC. The lease carries an initial term of 15 years with two five-year renewal options and CPI-based rent escalators. The Company anticipates initial annual lease revenues of $0.9 million.
Shoreline Health & Rehabilitation Center

In June 2015, the Company acquired the Shoreline Health & Rehabilitation Center, a skilled nursing facility located in Shoreline, Washington, for $6.8 million, which includes acquisition costs capitalized of $0.2 million.
In connection with the acquisition, the Company entered into a triple-net master lease with Five Oaks Healthcare, LLC. The lease carries an initial term of 15 years with two five-year renewal options and CPI-based rent escalators. The Company anticipates initial annual lease revenues of $0.7 million.


4. OTHER REAL ESTATE INVESTMENTS
In December 2014, the Company completed a $7.5 million preferred equity investment with Signature Senior Living, LLC and Milestone Retirement Communities. The preferred equity investment yields 12.0% calculated on a quarterly basis on the outstanding carrying value of the investment. The investment will be used to develop Signature Senior Living at Arvada, a planned 134-unit upscale assisted living and memory care community in Arvada, Colorado that will be constructed on a five-acre site. In connection with its investment, CareTrust obtained an option to purchase the Arvada development at a fixed-formula price upon stabilization, with an initial lease yield of at least 8.0%. The project is expected to be completed in early 2016.
During the three and six months ended June 30, 2015, the Company recognized $0.2 million and $0.5 million of interest income and this unpaid amount was added to the outstanding carrying value of the investment.

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5. FAIR VALUE MEASUREMENTS
Under GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company is required to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., carrying value of impaired long-lived assets). Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The GAAP fair value framework uses a three-tiered approach. Fair value measurements are classified and disclosed in one of the following three categories:
 
Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;
Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair value measurement and unobservable.
Financial Instruments: Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair value presented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the face values, carrying amounts and fair values of the Company’s financial instruments as of June 30, 2015 and December 31, 2014 using Level 2 inputs, for the senior unsecured notes payable, and Level 3 inputs, for all other financial instruments, is as follows (dollars in thousands):
 
 
 
June 30, 2015
 
December 31, 2014
 
Face
Value
 
Carrying
Amount
 
Fair
Value
 
Face
Value
 
Carrying
Amount
 
Fair
Value
Financial assets:
 
 
 
 
 
 
 
 
 
 
 
Preferred equity investment
$
7,500

 
$
7,987

 
$
7,987

 
$
7,500

 
$
7,532

 
$
7,532

Financial liabilities:
 
 
 
 
 
 
 
 
 
 
 
Senior unsecured notes payable
$
260,000

 
$
260,000

 
$
265,850

 
$
260,000

 
$
260,000

 
$
265,200

Mortgage notes payable
$
96,854

 
$
96,854

 
$
99,697

 
$
98,205

 
$
98,205

 
$
101,822

Cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and senior secured revolving credit facility: These balances approximate their fair values due to the short-term nature of these instruments.
Preferred equity investment: The fair value of the preferred equity investment is estimated using an internal valuation model that considered the expected future cash flows of the investment, the underlying collateral value and other credit enhancements.
Senior unsecured notes payable: The fair value of the senior unsecured notes payable was determined using third-party quotes derived from orderly trades.
Mortgage notes payable: The fair value of the Company’s notes payable is estimated using a discounted cash flow analysis based on management’s estimates of current market interest rates for instruments with similar characteristics, including remaining loan term, loan-to-value ratio, type of collateral and other credit enhancements. Additionally, when determining the fair value of liabilities in circumstances in which a quoted price in an active market for an identical liability is not available, the Company measures fair value using (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset or quoted prices for similar liabilities when traded as assets or (ii) another valuation technique that is consistent with the principles of fair value measurement, such as the income approach or the market approach. The Company classifies these inputs as Level 3 inputs.
 

6. RELATED PARTY TRANSACTIONS

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


Allocation of corporate expenses—For the three and six months ended June 30, 2014, the condensed consolidated and combined statements of operations of the Company include Ensign revenues and expenses that are specifically identifiable or otherwise attributable to the Company. The specific identification methodology was utilized for all of the items on the condensed statements of operations excluding general corporate expenses. For the periods prior to the Spin-Off, Ensign Properties’ operations were fully integrated with Ensign, including executive management, finance, treasury, corporate income tax, human resources, legal services and other shared services. These costs were allocated to the Company on a systematic basis utilizing a direct usage basis when identifiable, with the remainder allocated on time study, or percentage of the total revenues. The primary allocation method was a time study based on time devoted to Ensign Properties’ activities.
Allocated expenses for these general and administrative services of $5.5 million and $7.4 million for the three and six months ended June 30, 2014 are reflected in general and administrative expense, in addition to direct expenses which are included in total expenses. There was no allocation for the three and six months ended June 30, 2015. The Company’s financial statements may not be indicative of future performance and do not necessarily reflect what the results of operations, financial position and cash flows would have been had the Company operated as an independent, publicly-traded company during the six months ended June 30, 2014.
Rental income from Ensign—The Company derives almost all of its rental income through operating lease agreements with Ensign. Ensign is a holding company with no direct operating assets, employees or revenue. All of Ensign’s operations are conducted by separate independent subsidiaries, each of which has its own management, employees and assets. See Note 12, Concentration of Risk, for a discussion of major operator concentration.
Christopher R. Christensen, one of the Company’s directors from June 1, 2014 through April 15, 2015, serves as the chief executive officer of Ensign as well as a member of Ensign’s board of directors. As such, all rental income and tenant reimbursements earned related to the Ensign Master Leases during Mr. Christensen's tenure on our board are considered related party in nature. For the three and six months ended June 30, 2015, the Company recognized $2.3 million and $16.3 million in rental income, respectively, from Ensign related to the Ensign Master Leases as well as $0.2 million and $1.4 million of tenant reimbursements, respectively. For the three and six months ended June 30, 2014, the Company recognized $4.7 million and $4.7 million in rental income, respectively, as well as $0.4 million and $0.4 million of tenant reimbursements, respectively. As of December 31, 2014, the Company also had accounts receivable totaling $2.3 million due from Ensign for tenant reimbursements. After April 15, 2015, the effective date of Mr. Christensen's resignation from our board of directors, rental income and tenant reimbursements related to the Ensign Master Leases, and any related accounts receivable, are not considered earned or due from a related party.
Centralized cash management system—Prior to the Spin-Off, the Company participated in Ensign’s centralized cash management system. In conjunction therewith, the intercompany transactions between the Company and Ensign had been considered to be effectively settled in cash in these financial statements. The net effect of the settlement of these intercompany transactions, in addition to cash transfers to and from Ensign, are reflected in “Net contribution from Ensign” on the condensed consolidated and combined statements of cash flows. The “Net contribution from Ensign” was $4.4 million for the six months ended June 30, 2014.
 

7. DEBT
The Company had debt outstanding of $391.9 million as of June 30, 2015, and $358.2 million as of December 31, 2014.
Senior Unsecured Notes Payable
On May 30, 2014, the Company’s wholly owned subsidiary, CTR Partnership, L.P. (the “Operating Partnership”), and its wholly owned subsidiary, CareTrust Capital Corp. (together with the Operating Partnership, the “Issuers”), completed a private offering of $260.0 million aggregate principal amount of 5.875% Senior Notes due 2021 (the “Notes”). The Notes were issued at par, resulting in gross proceeds of $260.0 million and net proceeds of approximately $253.0 million after deducting underwriting fees and other offering expenses. We transferred approximately $220.8 million of the net proceeds of the offering of the Notes to Ensign, and used the remaining portion of the net proceeds of the offering to pay the cash portion of the Special Dividend. The Notes mature on June 1, 2021 and bear interest at a rate of 5.875% per year. Interest on the Notes is payable on June 1 and December 1 of each year, beginning on December 1, 2014.

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


The Issuers may redeem the Notes any time prior to June 1, 2017 at a redemption price of 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest on the Notes, if any, to, but not including, the redemption date, plus a “make whole” premium described in the indenture governing the Notes and, at any time on or after June 1, 2017, at the redemption prices set forth in the indenture. In addition, at any time on or prior to June 1, 2017, up to 35% of the aggregate principal amount of the Notes may be redeemed with the net proceeds of certain equity offerings if at least 65% of the originally issued aggregate principal amount of the Notes remains outstanding. If certain changes of control of the Company occur, holders of the Notes will have the right to require the Issuers to repurchase their Notes at 101% of the principal amount plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
The obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Company and certain of the Company’s wholly owned existing and, subject to certain exceptions, future material subsidiaries (other than the Issuers); provided, however, that such guarantees are subject to automatic release under certain customary circumstances, including if the subsidiary guarantor is sold or sells all or substantially all of its assets, the subsidiary guarantor is designated “unrestricted” for covenant purposes under the indenture, the subsidiary guarantor’s guarantee of other indebtedness which resulted in the creation of the guarantee of the Notes is terminated or released, or the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied. See Note 13, Summarized Condensed Consolidating and Combining Information.
The indenture contains covenants limiting the ability of the Company and its restricted subsidiaries to: incur or guarantee additional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certain investments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets; and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. The indenture also requires the Company and its restricted subsidiaries to maintain a specified ratio of unencumbered assets to unsecured indebtedness. These covenants are subject to a number of important and significant limitations, qualifications and exceptions. The indenture also contains customary events of default.
As of June 30, 2015, the Company was in compliance with all applicable financial covenants under the indenture.

 
Senior Secured Revolving Credit Facility
On May 30, 2014, the Operating Partnership entered into a credit and guaranty agreement (the “Credit Agreement”), which governs our senior secured revolving credit facility (the “Credit Facility”), with several banks and other financial institutions and lenders (the “Lenders”) and Suntrust Bank, in its capacity as administrative agent for the Lenders, as an issuing bank and swingline lender. The Credit Agreement provides for a borrowing capacity of $150.0 million and includes an accordion feature that allows the Operating Partnership to increase the borrowing availability by up to an additional $75.0 million, subject to terms and conditions. The Credit Facility is secured by mortgages on certain of the real properties owned by the Company’s subsidiaries and the amount available to be borrowed under the Credit Agreement is based on a borrowing base calculation relating to the mortgaged properties, determined according to, among other factors, the mortgageability cash flow as such term is defined in the Credit Agreement. The Credit Facility is also secured by certain personal property of the Company’s subsidiaries that have provided mortgages, the Company’s interests in the Operating Partnership and the Company’s and its subsidiaries’ equity interests in the Company’s subsidiaries that have guaranteed the Operating Partnership’s obligations under the Credit Agreement. The Credit Agreement has a maturity date of May 30, 2018, and includes a one year extension option. As of June 30, 2015, there was $35.0 million outstanding under the Credit Agreement.
Borrowings under the Credit Agreement bear interest on the outstanding principal amount at a rate equal to the applicable percentage plus, at the Operating Partnership’s option, either (a) LIBOR or (b) a base rate determined as the greater of (i) the prime lending rate, (ii) the Federal Funds Rate plus 0.5%, and (iii) one-month LIBOR plus 1.0% (referred to as the “Base Rate”). The applicable percentage for borrowings will vary based on the Consolidated Leverage Ratio, as defined in the Credit Agreement, and will range from 2.0% to 2.5% per annum for LIBOR based borrowings and 1.0% to 1.5% per annum for borrowings at the Base Rate. In addition, the Operating Partnership is required to pay a commitment fee to the lenders equal to between 0.35% and 0.50% per annum based on the amount of unused borrowings under the Credit Agreement. During the three and six months ended June 30, 2015, the Company incurred $0.2 million and $0.4 million of commitment fees, respectively.
The obligations of the Operating Partnership under the Credit Agreement are guaranteed by the Company and certain subsidiaries of the Company.

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


The Credit Agreement contains customary covenants that include restrictions or limitations on the ability to make acquisitions and other investments, make distributions, incur additional indebtedness, engage in non-healthcare related business activities, enter into transactions with affiliates and sell or otherwise transfer certain assets as well as customary events of default. The Credit Agreement also requires the Company, through the Operating Partnership, to comply with specified financial covenants, which include a maximum debt to asset value ratio, a maximum secured debt to asset value ratio, a maximum secured recourse debt to asset value ratio, a minimum fixed charge coverage ratio and a minimum tangible net worth requirement. As of June 30, 2015, the Company was in compliance with all applicable financial covenants under the Credit Agreement.
GECC Loan
Ten of our properties are subject to secured mortgage indebtedness to General Electric Capital Corporation (the “GECC Loan”), which we assumed in connection with the Spin-Off. The outstanding amount of this mortgage indebtedness was approximately $96.4 million as of June 30, 2015, including an advance of approximately $50.7 million that was made on May 30, 2014. This advance bears interest at a floating rate equal to three-month LIBOR plus 3.35%, reset monthly and subject to a LIBOR floor of 0.50%, with monthly principal and interest payments based on a 25 year amortization. The remaining indebtedness under the GECC Loan bears interest at a blended rate of 7.25% per annum until, but not including, June 29, 2016, and then converts to the floating rate described above. The GECC Loan matures on May 30, 2017, subject to two 12-month extension options, the exercise of which is conditioned, in each case, on the absence of any then-existing default and the payment of an extension fee equal to 0.25% of the then-outstanding principal balance. Provided there is no then-existing default and upon 30 days written notice, the original portion of the GECC Loan, approximately $46.9 million as of June 30, 2015, is prepayable without penalty, in whole but not in part, after January 31, 2016. The new portion of the GECC Loan, approximately $49.5 million as of June 30, 2015, is prepayable without penalty, in whole but not in part, after January 31, 2016.
The GECC Loan is guaranteed by the Company, contains customary affirmative and negative covenants, as well as customary events of default, and requires us to comply with specified financial maintenance covenants. As of June 30, 2015, the Company was in compliance with all applicable financial covenants under the GECC Loan.
 
 
Promissory Notes with Johnson Land Enterprises, LLC
On October 1, 2009, Ensign entered into four separate promissory notes with Johnson Land Enterprises, LLC, for an aggregate of $10.0 million. On May 30, 2014, in connection with the Spin-Off, three of the promissory notes were paid in full and the remaining promissory note was assumed by the Company. The remaining promissory note bears interest at 6.0%, with principal and interest payable monthly through September 30, 2019. The promissory note is collateralized by a deed of trust on real property, an assignment of rent and a security agreement. At June 30, 2015, the outstanding principal balance on the promissory note was $0.5 million and is included in mortgage notes payable on the condensed consolidated balance sheets.
Interest Expense
During the three and six months ended June 30, 2015, the Company incurred $6.0 million and $11.9 million of interest expense, respectively. Included in interest expense for the three and six months ended June 30, 2015 was $0.6 million and $1.1 million of amortization of deferred financing costs, respectively. During the three and six months ended June 30, 2014, the Company incurred $6.5 million and $9.8 million of interest expense, respectively. Included in interest expense for the three and six months ended June 30, 2014 was $0.3 million and $0.5 million of amortization of deferred financing costs, respectively, and $20,000 and $51,000 of amortization of debt discount, respectively. As of June 30, 2015 and December 31, 2014, the Company’s interest payable was $1.7 million and $1.7 million, respectively.
 

8. EQUITY
Common Stock
Dividends on Common Stock — During the first quarter of 2015, our Board of Directors declared a quarterly cash dividend of $0.16 per share of common stock, payable on April 15, 2015 to stockholders of record as of March 31, 2015. During the second quarter of 2015, our Board of Directors declared a quarterly cash dividend of $0.16 per share of common stock, payable on July 15, 2015 to stockholders of record as of June 30, 2015.

16

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9. STOCK-BASED COMPENSATION
All stock-based awards are subject to the terms of the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (the “Plan”). The Plan provides for the granting of stock-based compensation, including stock options, restricted stock, performance awards, restricted stock units and other incentive awards to officers, employees and directors in connection with their employment with or services provided to the Company.
Restricted Stock Awards — In connection with the Spin-Off, employees of Ensign who had unvested shares of restricted stock were given one share of CareTrust unvested restricted stock totaling 207,580 shares at the Spin-Off. These restricted shares are subject to a time vesting provision only and the Company does not recognize any stock compensation expense associated with these awards. During the six months ended June 30, 2015, 41,600 shares vested or were forfeited. At June 30, 2015, there were 117,430 unvested restricted stock awards outstanding.
In December 2014, the Compensation Committee of the Company’s Board of Directors granted 12,270 shares of restricted stock to members of the Board of Directors. Each share had a fair market value on the date of grant of $12.23 per share, based on the market price of the Company’s common stock on that date, and the shares vest ratably over three years beginning on May 31, 2015. Additionally, in December 2014, the Compensation Committee granted 142,770 shares of restricted stock to officers and employees. Each share had a fair market value on the date of grant of $12.23 per share, based on the market price of the Company’s common stock on that date, and the shares vest ratably over five years beginning on May 31, 2015.
In June 2015, in separate grants, the Compensation Committee of the Company’s Board of Directors granted 15,680 shares and 13,240 shares of restricted stock to members of the Board of Directors, with each share having a fair market value on the date of grant of $12.76 and $12.67 per share, respectively, based on the market price of the Company’s common stock on those dates. The shares vest over one year. Additionally, in June 2015, the Compensation Committee granted 235,880 shares of restricted stock to officers and employees. Each share had a fair market value on the date of grant of $12.76 per share, based on the market price of the Company’s common stock on that date, and the shares vest ratably over four years beginning on June 30, 2016.
During the six months ended June 30, 2015, 32,643 shares vested and none were forfeited. The Company recognized $0.3 million and $0.7 million of compensation expense associated with these grants for the three and six months ended June 30, 2015, respectively. As of June 30, 2015, there was $4.5 million of unamortized stock-based compensation expense related to these unvested awards and the weighted-average remaining vesting period of such awards was 3.7 years.
 
 

10. EARNINGS PER COMMON SHARE
The following table presents the calculation of basic and diluted EPS for the Company’s common stock for the three and six months ended June 30, 2015 and 2014, and reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three and six months ended June 30, 2015 and 2014 (amounts in thousands, except per share amounts):
 
 
For the Three Months Ended June 30,
 
For the Six Months Ended June 30,
 
2015
 
2014
 
2015
 
2014
Numerator:
 
 
 
 
 
 
 
Net income (loss)
$
2,266

 
$
(10,342
)
 
$
4,304

 
$
(10,740
)
Less: Net income allocated to participating securities
(81
)
 

 
(117
)
 

Numerator for basic and diluted earnings (loss) available to common stockholders
$
2,185

 
$
(10,342
)
 
$
4,187

 
$
(10,740
)
Denominator:
 
 
 
 
 
 
 
Weighted-average basic and diluted common shares outstanding
31,278

 
22,231

 
31,268

 
22,230

Basic and diluted earnings (loss) per common share
$
0.07

 
$
(0.47
)
 
$
0.13

 
$
(0.48
)

17

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The Company’s unvested restricted shares associated with its incentive award plan and unvested restricted shares issued to employees of Ensign at the Spin-Off have been excluded from the above calculation of earnings (loss) per share for the three and six months ended June 30, 2015 and 2014, as their inclusion would have been anti-dilutive.
 

11. COMMITMENTS AND CONTINGENCIES
U.S. Government Settlement—In October 2013, Ensign completed and executed a settlement agreement (the “Settlement Agreement”) with the U.S. Department of Justice (“DOJ”). This settlement agreement fully and finally resolved a DOJ investigation of Ensign related primarily to claims submitted to the Medicare program for rehabilitation services provided at skilled nursing facilities in California and certain ancillary claims. Pursuant to the Settlement Agreement, Ensign made a single lump-sum remittance to the government in the amount of $48.0 million in October 2013. Ensign denied engaging in any illegal conduct and agreed to the settlement amount without any admission of wrongdoing in order to resolve the allegations and avoid the uncertainty and expense of protracted litigation.
In connection with the settlement and effective as of October 1, 2013, Ensign entered into a five-year corporate integrity agreement with the Office of Inspector General-HHS (the “CIA”). The CIA acknowledges the existence of Ensign’s current compliance program, and requires that Ensign continue during the term of the CIA to maintain a compliance program designed to promote compliance with the statutes, regulations, and written directives of Medicare, Medicaid, and all other Federal health care programs. Ensign is also required to maintain several elements of its existing program during the term of the CIA, including maintaining a compliance officer, a compliance committee of the board of directors, and a code of conduct. The CIA requires that Ensign conduct certain additional compliance-related activities during the term of the CIA, including various training and monitoring procedures, and maintaining a disciplinary process for compliance obligations.
 
Participation in federal healthcare programs by Ensign is not affected by the Settlement Agreement or the CIA. In the event of an uncured material breach of the CIA, Ensign could be excluded from participation in federal healthcare programs and/or subject to prosecution. The Company is subject to certain continuing operational obligations as part of Ensign’s compliance program pursuant to the CIA, but otherwise has no liability related to the DOJ investigation.
Legal Matters—None of the Company or any of its subsidiaries is a party to, and none of their respective properties are the subject of, any material legal proceedings.
 

12. CONCENTRATION OF RISK
Major operator concentrationThe Company has one major tenant, Ensign, from which the Company derived the majority of its overall revenue during the three and six months ended June 30, 2015 and 2014. As of June 30, 2015, Ensign leased 94 skilled nursing, assisted living and independent living facilities which had a total of 10,121 licensed beds and are located in Arizona, California, Colorado, Idaho, Iowa, Nebraska, Nevada, Texas, Utah and Washington. The four states in which Ensign leases the highest concentration of properties were California, Texas, Utah and Arizona.
Ensign’s financial statements can be found at Ensign’s website http://www.ensigngroup.net.
 

13. SUMMARIZED CONDENSED CONSOLIDATING AND COMBINING INFORMATION
The 5.875% Senior Notes due 2021 issued by the Issuers on May 30, 2014 are jointly and severally, fully and unconditionally, guaranteed by CareTrust REIT, Inc., as the parent guarantor (the “Parent Guarantor”), and certain 100% owned subsidiaries of the Parent Guarantor other than the Issuers (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), subject to automatic release under certain customary circumstances, including if the Subsidiary Guarantor is sold or sells all or substantially all of its assets, the Subsidiary Guarantor is designated “unrestricted” for covenant purposes under the indenture governing the Notes, the Subsidiary Guarantor’s guarantee of other indebtedness which resulted in the creation of the guarantee of the Notes is terminated or released, or the requirements for legal defeasance or covenant defeasance or to discharge the Indenture have been satisfied.
The following provides information regarding the entity structure of the Parent Guarantor, the Issuers and the Subsidiary Guarantors:

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


CareTrust REIT, Inc. – The Parent Guarantor was formed on October 29, 2013 in anticipation of the Spin-Off and the related transactions and was a wholly owned subsidiary of Ensign prior to the effective date of the Spin-Off on June 1, 2014. The Parent Guarantor did not conduct any operations or have any business prior to the date of issuance of the Notes and the consummation of the Spin-Off related transactions.
CTR Partnership, L.P. and CareTrust Capital Corp. – The Issuers, each of which is a 100% owned subsidiary of the Parent Guarantor, were formed on May 8, 2014 and May 9, 2014, respectively, in anticipation of the Spin-Off and the related transactions. The Issuers did not conduct any operations or have any business prior to the date of issuance of the Notes and the consummation of the Spin-Off related transactions.
Subsidiary Guarantors – Each of the Subsidiary Guarantors is a 100% owned subsidiary of the Parent Guarantor. Prior to the consummation of the Spin-Off, each of the Subsidiary Guarantors was a wholly owned subsidiary of Ensign. The Ensign Properties entities consist of the Subsidiary Guarantors (other than the general partner of the Operating Partnership which was formed on May 8, 2014 in anticipation of the Spin-Off and the related transactions) and the subsidiaries of the Parent Guarantor that are not Subsidiary Guarantors or Issuers (collectively, the “Non-Guarantor Subsidiaries”).
Pursuant to Rule 3-10 of Regulation S-X, the following summarized consolidating information is provided for the Parent Guarantor, the Issuers, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries with respect to the Notes. This summarized financial information has been prepared from the financial statements of the Company and Ensign Properties and the books and records maintained by the Company and Ensign Properties. As described above, the Parent Guarantor and the Issuers did not conduct any operations or have any business during the periods prior to June 1, 2014.
The summarized financial information may not necessarily be indicative of the results of operations or financial position had the Parent Guarantor, the Issuers, the Subsidiary Guarantors or the Non-Guarantor Subsidiaries all been in existence or operated as independent entities during the relevant period or had the Ensign Properties entities been operated as subsidiaries of the Parent Guarantor during such period.

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)




CONDENSED CONSOLIDATING BALANCE SHEETS
JUNE 30, 2015
(in thousands, except share and per share amounts)
 
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Assets:
 
 
 
 
 
 
 
 
 
 
 
Real estate investments, net
$

 
$
59,790

 
$
357,318

 
$
42,407

 
$

 
$
459,515

Other real estate investments

 

 
7,987

 

 

 
7,987

Cash and cash equivalents

 
29,904

 

 

 

 
29,904

Accounts receivable

 
122

 
1,790

 
124

 

 
2,036

Prepaid expenses and other assets
133

 
2,155

 
4

 

 

 
2,292

Deferred financing costs, net

 
8,970

 

 
472

 

 
9,442

Investment in subsidiaries
113,243

 
350,032

 

 

 
(463,275
)
 

Intercompany

 

 
36,831

 
2,738

 
(39,569
)
 

Total assets
$
113,376

 
$
450,973

 
$
403,930

 
$
45,741

 
$
(502,844
)
 
$
511,176

Liabilities and Equity:
 
 
 
 
 
 
 
 
 
 
 
Senior unsecured notes payable
$

 
$
260,000

 
$

 
$

 
$

 
$
260,000

Mortgage notes payable

 

 
507

 
96,347

 

 
96,854

Secured revolving credit facility

 
35,000

 

 

 

 
35,000

Accounts payable and accrued liabilities

 
3,161

 
2,219

 
566

 

 
5,946

Dividends payable
5,090

 

 

 

 

 
5,090

Intercompany

 
39,569

 

 

 
(39,569
)
 

Total liabilities
5,090

 
337,730

 
2,726

 
96,913

 
(39,569
)
 
402,890

Equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock, $0.01 par value; 500,000,000 shares authorized, 31,306,782 shares issued and outstanding as of June 30, 2015
313

 

 

 

 

 
313

Additional paid-in capital
246,701

 
116,773

 
374,660

 
(52,899
)
 
(438,534
)
 
246,701

Cumulative distributions in excess of earnings
(138,728
)
 
(3,530
)
 
26,544

 
1,727

 
(24,741
)
 
(138,728
)
Total equity
108,286

 
113,243

 
401,204

 
(51,172
)
 
(463,275
)
 
108,286

Total liabilities and equity
$
113,376

 
$
450,973

 
$
403,930

 
$
45,741

 
$
(502,844
)
 
$
511,176


20

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


CONDENSED CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 2014
(in thousands, except share and per share amounts)
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Assets:
 
 
 
 
 
 
 
 
 
 
 
Real estate investments, net
$

 
$
26,104

 
$
366,199

 
$
43,912

 
$

 
$
436,215

Other real estate investments

 

 
7,532

 

 

 
7,532

Cash and cash equivalents

 
25,320

 

 

 

 
25,320

Accounts receivable

 

 
2,170

 
121

 

 
2,291

Prepaid expenses and other assets

 
808

 
1

 

 

 
809

Deferred financing costs, net

 
9,808

 

 
597

 

 
10,405

Investment in subsidiaries
117,408

 
335,020

 

 

 
(452,428
)
 

Intercompany

 

 
15,262

 
1,323

 
(16,585
)
 

Total assets
$
117,408

 
$
397,060

 
$
391,164

 
$
45,953

 
$
(469,013
)
 
$
482,572

Liabilities and Equity:
 
 
 
 
 
 
 
 
 
 
 
Senior unsecured notes payable
$

 
$
260,000

 
$

 
$

 
$

 
$
260,000

Mortgage notes payable

 

 
557

 
97,648

 

 
98,205

Accounts payable and accrued liabilities

 
3,067

 
3,308

 
584

 

 
6,959

Dividends payable
3,946

 

 

 

 

 
3,946

Intercompany

 
16,585

 

 

 
(16,585
)
 

Total liabilities
3,946

 
279,652

 
3,865

 
98,232

 
(16,585
)
 
369,110

Equity:
 
 
 
 
 
 
 
 
 
 
 
Common stock, $0.01 par value; 500,000,000 shares authorized, 31,251,157 shares issued and outstanding as of December 31, 2014
313

 

 

 

 

 
313

Additional paid-in capital
246,041

 
125,551

 
374,660

 
(52,899
)
 
(447,312
)
 
246,041

Cumulative distributions in excess of earnings
(132,892
)
 
(8,143
)
 
12,639

 
620

 
(5,116
)
 
(132,892
)
Total equity
113,462

 
117,408

 
387,299

 
(52,279
)
 
(452,428
)
 
113,462

Total liabilities and equity
$
117,408

 
$
397,060

 
$
391,164

 
$
45,953

 
$
(469,013
)
 
$
482,572


 
 

21

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2015
(in thousands)
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Rental income
$

 
$
1,249

 
$
11,275

 
$
2,725

 
$

 
$
15,249

Tenant reimbursements

 
77

 
1,095

 
116

 

 
1,288

Independent living facilities

 

 
607

 

 

 
607

Interest and other income

 

 
232

 

 

 
232

Total revenues

 
1,326

 
13,209

 
2,841

 

 
17,376

Expenses:
 
 
 
 
 
 
 
 
 
 
 
Depreciation and amortization

 
413

 
4,519

 
747

 

 
5,679

Interest expense

 
4,573

 
8

 
1,408

 

 
5,989

Property taxes

 
77

 
1,095

 
116

 

 
1,288

Independent living facilities

 

 
566

 

 

 
566

General and administrative
309

 
1,157

 
95

 
27

 

 
1,588

Total expenses
309

 
6,220

 
6,283

 
2,298

 

 
15,110

Income in Subsidiary
2,575

 
7,469

 

 

 
(10,044
)
 

Net income
$
2,266

 
$
2,575

 
$
6,926

 
$
543

 
$
(10,044
)
 
$
2,266


22

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CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


CONDENSED CONSOLIDATING AND COMBINING STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2014
(in thousands)
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Revenues:

 
 
 
 
 
 
 
 
 
 
Rental income
$

 
$

 
$
10,252

 
$
1,953

 
$

 
$
12,205

Tenant reimbursements

 

 
1,112

 
125

 

 
1,237

Independent living facilities

 

 
623

 

 

 
623

Interest and other income

 

 

 

 

 

Total revenues

 

 
11,987

 
2,078

 

 
14,065

Expenses:

 

 

 

 

 

Depreciation and amortization

 

 
5,145

 
925

 

 
6,070

Interest expense

 
1,491

 
3,868

 
1,093

 

 
6,452

Loss on extinguishment of debt

 

 
4,067

 

 


 
4,067

Property taxes

 

 
1,112

 
125

 

 
1,237

Independent living facilities

 

 
555

 

 

 
555

General and administrative

 
6,009

 

 

 

 
6,009

Total expenses

 
7,500

 
14,747

 
2,143

 

 
24,390

Loss in Subsidiary
(10,342
)
 
(2,842
)
 

 

 
13,184

 

Loss before provision for income taxes
(10,342
)
 
(10,342
)
 
(2,760
)
 
(65
)
 
13,184

 
(10,325
)
Provision for income taxes

 

 
22

 
(5
)
 

 
17

Net loss
$
(10,342
)
 
$
(10,342
)
 
$
(2,782
)
 
$
(60
)
 
$
13,184

 
$
(10,342
)


23

Table of Contents
CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2015
(in thousands)
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Rental income
$

 
$
2,091

 
$
22,550

 
$
5,450

 
$

 
$
30,091

Tenant reimbursements

 
129

 
2,185

 
232

 

 
2,546

Independent living facilities

 

 
1,242

 

 

 
1,242

Interest and other income

 

 
455

 

 

 
455

Total revenues

 
2,220

 
26,432

 
5,682

 

 
34,334

Expenses:

 

 

 

 

 

Depreciation and amortization

 
708

 
9,063

 
1,507

 

 
11,278

Interest expense

 
9,065

 
16

 
2,809

 

 
11,890

Property taxes

 
129

 
2,185

 
232

 

 
2,546

Independent living facilities

 

 
1,168

 

 

 
1,168

General and administrative
309

 
2,717

 
95

 
27

 

 
3,148

Total expenses
309

 
12,619

 
12,527

 
4,575

 

 
30,030

Income in Subsidiary
4,613

 
15,012

 

 

 
(19,625
)
 

Net income
$
4,304

 
$
4,613

 
$
13,905

 
$
1,107

 
$
(19,625
)
 
$
4,304


 

24

Table of Contents
CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


CONDENSED CONSOLIDATING AND COMBINING STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2014
(in thousands)
 
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-
Guarantor
Subsidiaries
 
Elimination
 
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
 
 
Rental income
$

 
$

 
$
19,787

 
$
3,441

 
$

 
$
23,228

Tenant reimbursements

 

 
2,245

 
253

 

 
2,498

Independent living facilities

 

 
1,210

 

 

 
1,210

Interest and other income

 

 

 

 

 

Total revenues

 

 
23,242

 
3,694

 

 
26,936

Expenses:

 

 

 

 

 

Depreciation and amortization

 

 
10,416

 
1,853

 

 
12,269

Interest expense

 
1,492

 
6,283

 
2,004

 

 
9,779

Loss on extinguishment of debt

 

 
4,067

 

 

 
4,067

Property taxes

 

 
2,245

 
253

 

 
2,498

Independent living facilities

 

 
1,098

 

 

 
1,098

General and administrative

 
7,912

 

 

 

 
7,912

Total expenses

 
9,404

 
24,109

 
4,110

 

 
37,623

Loss in Subsidiary
(10,740
)
 
(1,336
)
 

 

 
12,076

 

Loss before provision for income taxes
(10,740
)
 
(10,740
)
 
(867
)
 
(416
)
 
12,076

 
(10,687
)
Provision for income taxes

 

 
53

 

 

 
53

Net loss
$
(10,740
)
 
$
(10,740
)
 
$
(920
)
 
$
(416
)
 
$
12,076

 
$
(10,740
)

25

Table of Contents
CARETRUST REIT, INC.
NOTES TO CONDENSED CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS —
(Unaudited)


CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2015
(in thousands)
 
 
Parent
Guarantor
 
Issuers
 
Combined
Subsidiary
Guarantors
 
Combined
Non-Guarantor