Summarized Condensed Consolidating and Combining Information | 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: 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. CONDENSED CONSOLIDATING BALANCE SHEETS SEPTEMBER 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 $ — $ 257,065 $ 352,816 $ 41,673 $ — $ 651,554 Other real estate investments — — 8,229 — — 8,229 Cash and cash equivalents — 12,098 — — — 12,098 Accounts receivable — 217 2,533 211 — 2,961 Prepaid expenses and other assets — 331 6 — — 337 Deferred financing costs, net — 9,384 — 409 — 9,793 Investment in subsidiaries 272,545 357,660 — — (630,205 ) — Intercompany — — 47,722 3,464 (51,186 ) — Total assets $ 272,545 $ 636,755 $ 411,306 $ 45,757 $ (681,391 ) $ 684,972 Liabilities and Equity: Senior unsecured notes payable $ — $ 260,000 $ — $ — $ — $ 260,000 Mortgage notes payable — — — 95,696 — 95,696 Unsecured revolving credit facility — 45,000 — — — 45,000 Accounts payable and accrued liabilities 279 8,024 3,057 650 — 12,010 Dividends payable 7,704 — — — — 7,704 Intercompany — 51,186 — — (51,186 ) — Total liabilities 7,983 364,210 3,057 96,346 (51,186 ) 420,410 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 47,650,952 shares issued and outstanding as of September 30, 2015 477 — — — — 477 Additional paid-in capital 409,790 274,913 374,660 (52,899 ) (596,674 ) 409,790 Cumulative distributions in excess of earnings (145,705 ) (2,368 ) 33,589 2,310 (33,531 ) (145,705 ) Total equity 264,562 272,545 408,249 (50,589 ) (630,205 ) 264,562 Total liabilities and equity $ 272,545 $ 636,755 $ 411,306 $ 45,757 $ (681,391 ) $ 684,972 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 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Elimination Consolidated Revenues: Rental income $ — $ 1,778 $ 11,275 $ 2,725 $ — $ 15,778 Tenant reimbursements — 91 1,112 117 — 1,320 Independent living facilities — — 626 — — 626 Interest and other income — 19 242 — — 261 Total revenues — 1,888 13,255 2,842 — 17,985 Expenses: Depreciation and amortization — 600 4,483 732 — 5,815 Interest expense — 5,807 2 1,412 — 7,221 Property taxes — 91 1,112 117 — 1,320 Independent living facilities — — 610 — — 610 General and administrative 435 1,855 2 — — 2,292 Total expenses 435 8,353 6,209 2,261 — 17,258 Income in Subsidiary 1,162 7,627 — — (8,789 ) — Net income $ 727 $ 1,162 $ 7,046 $ 581 $ (8,789 ) $ 727 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Elimination Consolidated Revenues: Rental income $ — $ — $ 11,275 $ 2,725 $ — $ 14,000 Tenant reimbursements — — 1,110 118 — 1,228 Independent living facilities — — 646 — — 646 Interest and other income — 10 — — — 10 Total revenues — 10 13,031 2,843 — 15,884 Expenses: Depreciation and amortization — — 4,592 770 — 5,362 Interest expense — 4,482 12 1,449 — 5,943 Property taxes — — 1,110 118 — 1,228 Independent living facilities — — 586 — — 586 General and administrative — 798 — — — 798 Total expenses — 5,280 6,300 2,337 — 13,917 Income in Subsidiary 1,967 7,237 — — (9,204 ) — Loss before provision for income taxes 1,967 1,967 6,731 506 (9,204 ) 1,967 Provision for income taxes — — — — — — Net income $ 1,967 $ 1,967 $ 6,731 $ 506 $ (9,204 ) $ 1,967 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Elimination Consolidated Revenues: Rental income $ — $ 3,869 $ 33,825 $ 8,175 $ — $ 45,869 Tenant reimbursements — 220 3,297 349 — 3,866 Independent living facilities — — 1,868 — — 1,868 Interest and other income — 19 697 — — 716 Total revenues — 4,108 39,687 8,524 — 52,319 Expenses: Depreciation and amortization — 1,308 13,546 2,239 — 17,093 Interest expense — 14,872 18 4,221 — 19,111 Property taxes — 220 3,297 349 — 3,866 Independent living facilities — — 1,778 — — 1,778 General and administrative 744 4,572 97 27 — 5,440 Total expenses 744 20,972 18,736 6,836 — 47,288 Income in Subsidiary 5,775 22,639 — — (28,414 ) — Net income $ 5,031 $ 5,775 $ 20,951 $ 1,688 $ (28,414 ) $ 5,031 CONDENSED CONSOLIDATING AND COMBINING STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Elimination Consolidated Revenues: Rental income $ — $ — $ 31,062 $ 6,166 $ — $ 37,228 Tenant reimbursements — — 3,355 371 — 3,726 Independent living facilities — — 1,856 — — 1,856 Interest and other income — 10 — — — 10 Total revenues — 10 36,273 6,537 — 42,820 Expenses: Depreciation and amortization — — 15,008 2,623 — 17,631 Interest expense — 5,974 6,295 3,453 — 15,722 Loss on extinguishment of debt — — 4,067 — — 4,067 Property taxes — — 3,355 371 — 3,726 Independent living facilities — — 1,684 — — 1,684 General and administrative — 8,710 — — — 8,710 Total expenses — 14,684 30,409 6,447 — 51,540 (Loss) income in Subsidiary (8,773 ) 5,901 — — 2,872 — (Loss) income before provision for income taxes (8,773 ) (8,773 ) 5,864 90 2,872 (8,720 ) Provision for income taxes — — 53 — — 53 Net (loss) income (8,773 ) (8,773 ) 5,811 90 2,872 (8,773 ) Other comprehensive income: Unrealized gain on interest rate swap — — 167 — — 167 Reclassification adjustment on interest rate swap — — 1,661 — — 1,661 Comprehensive (loss) income $ (8,773 ) $ (8,773 ) $ 7,639 $ 90 $ 2,872 $ (6,945 ) CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Elimination Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities $ (239 ) $ (7,997 ) $ 33,181 $ 4,090 $ — $ 29,035 Cash flows from investing activities: Acquisition of real estate — (231,501 ) — — — (231,501 ) Improvements to real estate — (20 ) (123 ) — — (143 ) Purchases of equipment, furniture, and fixtures — (186 ) (70 ) — — (256 ) Net proceeds from sale of vacant land — — 30 — — 30 Distribution from subsidiary 14,086 — — — (14,086 ) — Intercompany financing (163,082 ) 34,599 — — 128,483 — Net cash used in investing activities (148,996 ) (197,108 ) (163 ) — 114,397 (231,870 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 163,466 — — — — 163,466 Borrowings under unsecured revolving credit facility — 45,000 — — — 45,000 Borrowings under senior secured revolving credit facility — 35,000 — — — 35,000 Repayments of borrowings under senior secured revolving credit facility — (35,000 ) — — — (35,000 ) Payments on the mortgage notes payable — — (558 ) (1,951 ) — (2,509 ) Net-settle adjustment on restricted stock (145 ) (145 ) Payments of deferred financing costs — (2,113 ) — — — (2,113 ) Dividends paid on common stock (14,086 ) — — — — (14,086 ) Distribution to Parent — (14,086 ) — — 14,086 — Intercompany financing — 163,082 (32,460 ) (2,139 ) (128,483 ) — Net cash provided by (used in) financing activities 149,235 191,883 (33,018 ) (4,090 ) (114,397 ) 189,613 Net decrease in cash and cash equivalents — (13,222 ) — — — (13,222 ) Cash and cash equivalents beginning of period — 25,320 — — — 25,320 Cash and cash equivalents end of period of period $ — $ 12,098 $ — $ — $ — $ 12,098 CONDENSED CONSOLIDATING AND COMBINING STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Combined Non-Guarantor Subsidiaries Elimination Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities $ — $ (12,245 ) $ 26,839 $ 2,757 $ — $ 17,351 Cash flows from investing activities: Improvements to real estate — — (254 ) — — (254 ) Purchases of equipment, furniture, and fixtures — — (14,718 ) (4,361 ) — (19,079 ) Intercompany financing — (146,138 ) — — 146,138 — Net cash used in investing activities — (146,138 ) (14,972 ) (4,361 ) 146,138 (19,333 ) Cash flows from financing activities: Proceeds from the issuance of senior unsecured notes payable — 260,000 — — — 260,000 Borrowings under the senior secured revolving credit facility — — 10,000 — — 10,000 Proceeds from the issuance of mortgage notes payable — — — 50,676 — 50,676 Repayments of borrowings under the senior secured revolving credit facility — — (88,701 ) — — (88,701 ) Payments on the mortgage notes payable — — (66,880 ) (613 ) — (67,493 ) Payments on senior secured term loan — — (65,624 ) — — (65,624 ) Payments of deferred financing costs — (12,772 ) — (510 ) — (13,282 ) Net contribution from Ensign — — 52,385 (48,029 ) — 4,356 Intercompany financing — — 146,058 80 (146,138 ) — Net cash provided by (used in) financing activities — 247,228 (12,762 ) 1,604 (146,138 ) 89,932 Net increase (decrease) in cash and cash equivalents — 88,845 (895 ) — — 87,950 Cash and cash equivalents beginning of period — — 895 — — 895 Cash and cash equivalents end of period $ — $ 88,845 $ — $ — $ — $ 88,845 |