Summarized Condensed Consolidating Information | SUMMARIZED CONDENSED CONSOLIDATING INFORMATION The 5.875% Senior Notes due 2021 issued by the CTR Partnership, L.P. and CareTrust Capital Corp. 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 the books and records maintained by the Company. CONDENSED CONSOLIDATING BALANCE SHEETS MARCH 31, 2016 (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 $ — $ 337,902 $ 344,078 $ 40,237 $ — $ 722,217 Other real estate investments — — 8,731 — — 8,731 Cash and cash equivalents — 4,663 — — — 4,663 Accounts receivable — 1,134 1,021 72 — 2,227 Prepaid expenses and other assets — 2,068 4 — — 2,072 Deferred financing costs, net — 3,598 — — — 3,598 Investment in subsidiaries 374,247 373,655 — — (747,902 ) — Intercompany — 18,743 70,304 — (89,047 ) — Total assets $ 374,247 $ 741,763 $ 424,138 $ 40,309 $ (836,949 ) $ 743,508 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 254,495 $ — $ — $ — $ 254,495 Senior unsecured term loan, net — 99,361 — — — 99,361 Unsecured revolving credit facility — 5,000 — — — 5,000 Accounts payable and accrued liabilities 291 8,660 1,673 72 — 10,696 Dividends payable 9,845 — — — — 9,845 Intercompany — — — 89,047 (89,047 ) — Total liabilities 10,136 367,516 1,673 89,119 (89,047 ) 379,397 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 57,454,822 shares issued and outstanding as of March 31, 2016 575 — — — — 575 Additional paid-in capital 516,285 365,250 374,660 (52,899 ) (687,011 ) 516,285 Cumulative distributions in excess of earnings (152,749 ) 8,997 47,805 4,089 (60,891 ) (152,749 ) Total equity 364,111 374,247 422,465 (48,810 ) (747,902 ) 364,111 Total liabilities and equity $ 374,247 $ 741,763 $ 424,138 $ 40,309 $ (836,949 ) $ 743,508 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 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 $ — $ 256,209 $ 348,454 $ 40,951 $ — $ 645,614 Other real estate investments — — 8,477 — — 8,477 Cash and cash equivalents — 11,467 — — — 11,467 Accounts receivable — 519 1,695 128 — 2,342 Prepaid expenses and other assets — 2,079 4 — — 2,083 Deferred financing costs, net — 3,183 — — — 3,183 Investment in subsidiaries 269,992 365,368 — — (635,360 ) — Intercompany — — 59,160 4,186 (63,346 ) — Total assets $ 269,992 $ 638,825 $ 417,790 $ 45,265 $ (698,706 ) $ 673,166 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 254,229 $ — $ — $ — $ 254,229 Mortgage notes payable, net — — — 94,676 — 94,676 Unsecured revolving credit facility — 45,000 — — — 45,000 Accounts payable and accrued liabilities — 6,258 2,433 578 — 9,269 Dividends payable 7,704 — — — — 7,704 Intercompany — 63,346 — — (63,346 ) — Total liabilities 7,704 368,833 2,433 95,254 (63,346 ) 410,878 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 47,664,742 shares issued and outstanding as of December 31, 2015 477 — — — — 477 Additional paid-in capital 410,217 266,929 374,660 (52,899 ) (588,690 ) 410,217 Cumulative distributions in excess of earnings (148,406 ) 3,063 40,697 2,910 (46,670 ) (148,406 ) Total equity 262,288 269,992 415,357 (49,989 ) (635,360 ) 262,288 Total liabilities and equity $ 269,992 $ 638,825 $ 417,790 $ 45,265 $ (698,706 ) $ 673,166 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2016 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Elimination Consolidated Revenues: Rental income $ — $ 6,897 $ 11,275 $ 2,725 $ — $ 20,897 Tenant reimbursements — 566 1,099 132 — 1,797 Independent living facilities — — 681 — — 681 Interest and other income — — 254 — — 254 Total revenues — 7,463 13,309 2,857 — 23,629 Expenses: Depreciation and amortization — 2,146 4,433 714 — 7,293 Interest expense — 5,372 — 815 — 6,187 Property taxes — 566 1,099 132 — 1,797 Independent living facilities — — 620 — — 620 General and administrative 433 1,731 49 17 — 2,230 Total expenses 433 9,815 6,201 1,678 — 18,127 Income in Subsidiary 5,935 8,287 — — (14,222 ) — Net income $ 5,502 $ 5,935 $ 7,108 $ 1,179 $ (14,222 ) $ 5,502 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2015 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Elimination Consolidated Revenues: Rental income $ — $ 842 $ 11,275 $ 2,725 $ — $ 14,842 Tenant reimbursements — 52 1,090 116 — 1,258 Independent living facilities — — 635 — — 635 Interest and other income — — 223 — — 223 Total revenues — 894 13,223 2,841 — 16,958 Expenses: Depreciation and amortization — 295 4,544 760 — 5,599 Interest expense — 4,492 8 1,401 — 5,901 Property taxes — 52 1,090 116 — 1,258 Independent living facilities — — 602 — — 602 General and administrative — 1,560 — — — 1,560 Total expenses — 6,399 6,244 2,277 — 14,920 Income in Subsidiary 2,038 7,543 — — (9,581 ) — Net income $ 2,038 $ 2,038 $ 6,979 $ 564 $ (9,581 ) $ 2,038 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2016 (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 $ (2 ) $ 2,013 $ 11,193 $ 1,790 $ — $ 14,994 Cash flows from investing activities: Acquisitions of real estate — (68,000 ) — — — (68,000 ) Improvements to real estate — — (27 ) — — (27 ) Purchases of equipment, furniture, and fixtures — — (17 ) — — (17 ) Escrow deposit for acquisition of real estate — (15,730 ) — — — (15,730 ) Distribution from subsidiary 7,704 — — — (7,704 ) — Intercompany financing (106,024 ) (82,083 ) — — 188,107 — Net cash used in investing activities (98,320 ) (165,813 ) (44 ) — 180,403 (83,774 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 106,026 — — — — 106,026 Proceeds from the issuance of senior unsecured term loan — 100,000 — — — 100,000 Borrowings under unsecured credit facility — 52,000 — — — 52,000 Payments on unsecured credit facility — (92,000 ) — — — (92,000 ) Payments on the mortgage notes payable — — — (95,022 ) — (95,022 ) Payments of deferred financing costs — (1,324 ) — — — (1,324 ) Dividends paid on common stock (7,704 ) — — — — (7,704 ) Distribution to Parent — (7,704 ) — — 7,704 — Intercompany financing — 106,024 (11,149 ) 93,232 (188,107 ) — Net cash provided by (used in) financing activities 98,322 156,996 (11,149 ) (1,790 ) (180,403 ) 61,976 Net decrease in cash and cash equivalents — (6,804 ) — — — (6,804 ) Cash and cash equivalents beginning of period — 11,467 — — — 11,467 Cash and cash equivalents end of period $ — $ 4,663 $ — $ — $ — $ 4,663 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 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 $ — $ (824 ) $ 10,496 $ 1,383 $ — $ 11,055 Cash flows from investing activities: Acquisition of real estate — (17,499 ) — — — (17,499 ) Improvements to real estate — (19 ) (55 ) — — (74 ) Purchases of equipment, furniture, and fixtures — (7 ) (56 ) — — (63 ) Escrow deposit for acquisition of real estate — (500 ) — — — (500 ) Distribution from subsidiary 3,946 — — — (3,946 ) — Intercompany financing — 11,083 — — (11,083 ) — Net cash provided by (used in) investing activities 3,946 (6,942 ) (111 ) — (15,029 ) (18,136 ) Cash flows from financing activities: Payments on mortgage notes payable — — (25 ) (660 ) — (685 ) Payments of deferred financing costs — (14 ) — — — (14 ) Dividends paid on common stock (3,946 ) — — — — (3,946 ) Distribution to Parent — (3,946 ) — — 3,946 — Intercompany financing — — (10,360 ) (723 ) 11,083 — Net cash (used in) provided by financing activities (3,946 ) (3,960 ) (10,385 ) (1,383 ) 15,029 (4,645 ) Net decrease in cash and cash equivalents — (11,726 ) — — — (11,726 ) Cash and cash equivalents beginning of period — 25,320 — — — 25,320 Cash and cash equivalents end of period $ — $ 13,594 $ — $ — $ — $ 13,594 |