Summarized Condensed Consolidating Information | SUMMARIZED CONDENSED CONSOLIDATING INFORMATION The 5.875% Senior Notes due 2021 issued by the Operating Partnership 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 wholly 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 wholly 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 wholly 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. These subsidiary 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 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 SEPTEMBER 30, 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 $ — $ 434,803 $ 335,485 $ 38,833 $ — $ 809,121 Other real estate investments — — 13,595 — — 13,595 Cash and cash equivalents — 11,878 — — — 11,878 Accounts receivable — 2,801 2,609 256 — 5,666 Prepaid expenses and other assets — 1,752 3 — — 1,755 Deferred financing costs, net — 3,074 — — — 3,074 Investment in subsidiaries 372,648 392,158 — — (764,806 ) — Intercompany — — 88,351 — (88,351 ) — Total assets $ 372,648 $ 846,466 $ 440,043 $ 39,089 $ (853,157 ) $ 845,089 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 255,028 $ — $ — $ — $ 255,028 Senior unsecured term loan, net — 99,398 — — — 99,398 Unsecured revolving credit facility — 103,000 — — — 103,000 Accounts payable and accrued liabilities — 11,615 3,144 256 — 15,015 Dividends payable 9,873 — — — — 9,873 Intercompany — 4,777 — 83,574 (88,351 ) — Total liabilities 9,873 473,818 3,144 83,830 (88,351 ) 482,314 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 57,741,888 shares issued and outstanding as of September 30, 2016 577 — — — — 577 Additional paid-in capital 519,204 347,340 374,660 (52,899 ) (669,101 ) 519,204 Cumulative distributions in excess of earnings (157,006 ) 25,308 62,239 8,158 (95,705 ) (157,006 ) Total equity 362,775 372,648 436,899 (44,741 ) (764,806 ) 362,775 Total liabilities and equity $ 372,648 $ 846,466 $ 440,043 $ 39,089 $ (853,157 ) $ 845,089 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 Unsecured revolving credit facility — 45,000 — — — 45,000 Mortgage notes payable, net — — — 94,676 — 94,676 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 SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Elimination Consolidated Revenues: Rental income $ — $ 10,063 $ 11,368 $ 2,748 $ — $ 24,179 Tenant reimbursements — 875 1,091 123 — 2,089 Independent living facilities — — 766 — — 766 Interest and other income — — 72 — — 72 Total revenues — 10,938 13,297 2,871 — 27,106 Expenses: Depreciation and amortization — 3,194 4,356 698 — 8,248 Interest expense — 5,742 — 1 — 5,743 Property taxes — 875 1,091 123 — 2,089 Independent living facilities — — 708 — — 708 Acquisition costs — 203 — — — 203 General and administrative 410 1,873 — — — 2,283 Total expenses 410 11,887 6,155 822 — 19,274 Income in Subsidiary 8,242 9,191 — — (17,433 ) — Net income $ 7,832 $ 8,242 $ 7,142 $ 2,049 $ (17,433 ) $ 7,832 CONDENSED CONSOLIDATING INCOME STATEMENTS 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 INCOME STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Combined Non- Guarantor Subsidiaries Elimination Consolidated Revenues: Rental income $ — $ 25,702 $ 33,949 $ 8,206 $ — $ 67,857 Tenant reimbursements — 2,138 3,290 387 — 5,815 Independent living facilities — — 2,177 — — 2,177 Interest and other income — — 587 — — 587 Total revenues — 27,840 40,003 8,593 — 76,436 Expenses: Depreciation and amortization — 8,118 13,197 2,118 — 23,433 Interest expense — 16,548 — 822 — 17,370 Property taxes — 2,138 3,290 387 — 5,815 Independent living facilities — — 1,926 — — 1,926 Acquisition costs — 203 — — — 203 General and administrative 1,281 5,377 49 17 — 6,724 Total expenses 1,281 32,384 18,462 3,344 — 55,471 Income in Subsidiary 22,246 26,790 — — (49,036 ) — Net income $ 20,965 $ 22,246 $ 21,541 $ 5,249 $ (49,036 ) $ 20,965 CONDENSED CONSOLIDATING INCOME STATEMENTS 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 STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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 $ (73 ) $ 8,332 $ 33,993 $ 7,261 $ — $ 49,513 Cash flows from investing activities: Acquisitions of real estate — (185,284 ) — — — (185,284 ) Improvements to real estate — (56 ) (202 ) — — (258 ) Purchases of equipment, furniture and fixtures — (70 ) (69 ) — — (139 ) Preferred equity investments — — (4,531 ) — — (4,531 ) Escrow deposit for acquisition of real estate — (1,000 ) — — — (1,000 ) Distribution from subsidiary 27,396 — — — (27,396 ) — Intercompany financing (107,807 ) (58,570 ) — — 166,377 — Net cash used in investing activities (80,411 ) (244,980 ) (4,802 ) — 138,981 (191,212 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 108,395 — — — — 108,395 Proceeds from the issuance of senior unsecured term loan — 100,000 — — — 100,000 Borrowings under unsecured revolving credit facility — 150,000 — — — 150,000 Payments on unsecured revolving credit facility — (92,000 ) — — — (92,000 ) Payments on the mortgage notes payable — — — (95,022 ) — (95,022 ) Payments of deferred financing costs — (1,352 ) — — — (1,352 ) Net-settle adjustment on restricted stock (515 ) — — — — (515 ) Dividends paid on common stock (27,396 ) — — — — (27,396 ) Distribution to Parent — (27,396 ) — — 27,396 — Intercompany financing — 107,807 (29,191 ) 87,761 (166,377 ) — Net cash provided by (used in) financing activities 80,484 237,059 (29,191 ) (7,261 ) (138,981 ) 142,110 Net increase in cash and cash equivalents — 411 — — — 411 Cash and cash equivalents beginning of period — 11,467 — — — 11,467 Cash and cash equivalents end of period $ — $ 11,878 $ — $ — $ — $ 11,878 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 ) Payments of deferred financing costs — (2,113 ) — — — (2,113 ) Net-settle adjustment on restricted stock (145 ) — — — — (145 ) 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 $ — $ 12,098 $ — $ — $ — $ 12,098 |