Summarized Condensed Consolidating Information | SUMMARIZED CONDENSED CONSOLIDATING INFORMATION The 5.25% Senior Notes due 2025 issued by the Operating Partnership and CareTrust Capital Corp. on May 10, 2017 are jointly and severally, fully and unconditionally, guaranteed by CareTrust REIT, Inc., as the parent guarantor (the “Parent Guarantor”), and the 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 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 the consummation of the Spin-Off related transactions. Subsidiary Guarantors – The Subsidiary Guarantors consist of all of the subsidiaries of the Parent Guarantor other than the Issuers. Pursuant to Rule 3-10 of Regulation S-X, the following summarized consolidating information is provided for the Parent Guarantor, the Issuers, and the Subsidiary Guarantors. There are no subsidiaries of the Company other than the Issuers and the Subsidiary Guarantors. This summarized financial information has been prepared from the financial statements of the Company and the books and records maintained by the Company. The Company has conformed prior period presentation in the Combined Subsidiary Guarantor designation, due to the issuance of the Notes. CONDENSED CONSOLIDATING BALANCE SHEETS JUNE 30, 2017 (in thousands, except share and per share amounts) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Assets: Real estate investments, net $ — $ 617,036 $ 355,796 $ — $ 972,832 Other real estate investments — — 5,192 — 5,192 Cash and cash equivalents — 35,066 — — 35,066 Accounts and other receivables — 7,470 1,955 — 9,425 Prepaid expenses and other assets — 5,280 2 — 5,282 Deferred financing costs, net — 2,260 — — 2,260 Investment in subsidiaries 622,024 424,123 — (1,046,147 ) — Intercompany — — 63,365 (63,365 ) — Total assets $ 622,024 $ 1,091,235 $ 426,310 $ (1,109,512 ) $ 1,030,057 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 294,043 $ — $ — $ 294,043 Senior unsecured term loan, net — 99,469 — — 99,469 Unsecured revolving credit facility — — — — — Accounts payable and accrued liabilities — 12,334 2,187 — 14,521 Dividends payable 14,048 — — — 14,048 Intercompany — 63,365 — (63,365 ) — Total liabilities 14,048 469,211 2,187 (63,365 ) 422,081 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 75,466,982 issued and outstanding as of June 30, 2017 755 — — — 755 Additional paid-in capital 782,073 574,384 321,761 (896,145 ) 782,073 Cumulative distributions in excess of earnings (174,852 ) 47,640 102,362 (150,002 ) (174,852 ) Total equity 607,976 622,024 424,123 (1,046,147 ) 607,976 Total liabilities and equity $ 622,024 $ 1,091,235 $ 426,310 $ (1,109,512 ) $ 1,030,057 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2016 (in thousands, except share and per share amounts) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Assets: Real estate investments, net $ — $ 527,639 $ 366,279 $ — $ 893,918 Other real estate investments — — 13,872 — 13,872 Cash and cash equivalents — 7,500 — — 7,500 Accounts and other receivables — 3,743 2,153 — 5,896 Prepaid expenses and other assets — 1,366 3 — 1,369 Deferred financing costs, net — 2,803 — — 2,803 Investment in subsidiaries 463,505 401,328 — (864,833 ) — Intercompany — — 21,445 (21,445 ) — Total assets $ 463,505 $ 944,379 $ 403,752 $ (886,278 ) $ 925,358 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 255,294 $ — $ — $ 255,294 Unsecured revolving credit facility — 95,000 — — 95,000 Senior unsecured term loan, net — 99,422 — — 99,422 Accounts payable and accrued liabilities — 9,713 2,424 — 12,137 Dividends payable 11,075 — — — 11,075 Intercompany — 21,445 — (21,445 ) — Total liabilities 11,075 480,874 2,424 (21,445 ) 472,928 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 64,816,350 shares issued and outstanding as of December 31, 2016 648 — — — 648 Additional paid-in capital 611,475 429,453 321,761 (751,214 ) 611,475 Cumulative distributions in excess of earnings (159,693 ) 34,052 79,567 (113,619 ) (159,693 ) Total equity 452,430 463,505 401,328 (864,833 ) 452,430 Total liabilities and equity $ 463,505 $ 944,379 $ 403,752 $ (886,278 ) $ 925,358 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2017 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 14,294 $ 14,217 $ — $ 28,511 Tenant reimbursements — 1,158 1,231 — 2,389 Independent living facilities — — 789 — 789 Interest and other income — — 1,140 — 1,140 Total revenues — 15,452 17,377 — 32,829 Expenses: Depreciation and amortization — 4,529 4,806 — 9,335 Interest expense — 6,219 — — 6,219 Loss on the extinguishment of debt — 11,883 — — 11,883 Property taxes — 1,158 1,231 — 2,389 Independent living facilities — — 644 — 644 Impairment of real estate investment — — 890 — 890 General and administrative 728 2,187 62 — 2,977 Total expenses 728 25,976 7,633 — 34,337 Gain on disposition of other real estate investment — — 3,538 — 3,538 Income in Subsidiary 2,758 13,282 — (16,040 ) — Net income $ 2,030 $ 2,758 $ 13,282 $ (16,040 ) $ 2,030 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2016 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 8,742 $ 14,039 $ — $ 22,781 Tenant reimbursements — 697 1,232 — 1,929 Independent living facilities — — 730 — 730 Interest and other income — — 261 — 261 Total revenues — 9,439 16,262 — 25,701 Expenses: Depreciation and amortization — 2,778 5,114 — 7,892 Interest expense — 5,434 6 — 5,440 Property taxes — 697 1,232 — 1,929 Independent living facilities — — 598 — 598 General and administrative 438 1,773 — — 2,211 Total expenses 438 10,682 6,950 — 18,070 Income in Subsidiary 8,069 9,312 — (17,381 ) — Net income $ 7,631 $ 8,069 $ 9,312 $ (17,381 ) $ 7,631 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2017 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 27,517 $ 28,333 $ — $ 55,850 Tenant reimbursements — 2,236 2,474 — 4,710 Independent living facilities — — 1,582 — 1,582 Interest and other income — — 1,295 — 1,295 Total revenues — 29,753 33,684 — 63,437 Expenses: Depreciation and amortization — 8,715 9,696 — 18,411 Interest expense — 12,098 — — 12,098 Loss on the extinguishment of debt — 11,883 — — 11,883 Property taxes — 2,236 2,474 — 4,710 Independent living facilities — — 1,305 — 1,305 Impairment of real estate investment — — 890 — 890 General and administrative 1,277 4,028 62 — 5,367 Total expenses 1,277 38,960 14,427 — 54,664 Gain on disposition of other real estate investment — — 3,538 — 3,538 Income in Subsidiary 13,588 22,795 — (36,383 ) — Net income $ 12,311 $ 13,588 $ 22,795 $ (36,383 ) $ 12,311 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2016 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 15,639 $ 28,039 $ — $ 43,678 Tenant reimbursements — 1,263 2,463 — 3,726 Independent living facilities — — 1,411 — 1,411 Interest and other income — — 515 — 515 Total revenues — 16,902 32,428 — 49,330 Expenses: Depreciation and amortization — 4,924 10,261 — 15,185 Interest expense — 10,806 495 — 11,301 Loss on extinguishment of debt — — 326 — 326 Property taxes — 1,263 2,463 — 3,726 Independent living facilities — — 1,218 — 1,218 General and administrative 871 3,504 66 — 4,441 Total expenses 871 20,497 14,829 — 36,197 Income in Subsidiary 14,004 17,599 — (31,603 ) — Net income $ 13,133 $ 14,004 $ 17,599 $ (31,603 ) $ 13,133 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2017 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities $ (141 ) $ 10,517 $ 34,525 $ — $ 44,901 Cash flows from investing activities: Acquisitions of real estate — (96,641 ) — — (96,641 ) Improvements to real estate — (556 ) (42 ) — (598 ) Purchases of equipment, furniture and fixtures — (169 ) (64 ) — (233 ) Escrow deposit for acquisition of real estate — (4,335 ) — — (4,335 ) Sale of other real estate investment — — 7,500 — 7,500 Distribution from subsidiary 24,497 — — (24,497 ) — Intercompany financing (169,478 ) 41,919 — 127,559 — Net cash (used in) provided by investing activities (144,981 ) (59,782 ) 7,394 103,062 (94,307 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 170,485 — — — 170,485 Proceeds from the issuance of senior unsecured notes payable — 300,000 — — 300,000 Borrowings under unsecured revolving credit facility — 63,000 — — 63,000 Payments on senior unsecured notes payable — (267,639 ) — — (267,639 ) Payments on unsecured revolving credit facility — (158,000 ) — — (158,000 ) Payments of deferred financing costs — (5,511 ) — — (5,511 ) Net-settle adjustment on restricted stock (866 ) — — — (866 ) Dividends paid on common stock (24,497 ) — — — (24,497 ) Distribution to Parent — (24,497 ) — 24,497 — Intercompany financing — 169,478 (41,919 ) (127,559 ) — Net cash provided by (used in) financing activities 145,122 76,831 (41,919 ) (103,062 ) 76,972 Net increase in cash and cash equivalents — 27,566 — — 27,566 Cash and cash equivalents beginning of period — 7,500 — — 7,500 Cash and cash equivalents end of period $ — $ 35,066 $ — $ — $ 35,066 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2016 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Cash flows from operating activities: Net cash provided by operating activities $ 466 $ 396 $ 27,251 $ — $ 28,113 Cash flows from investing activities: Acquisitions of real estate — (144,149 ) — — (144,149 ) Improvements to real estate — (56 ) (114 ) — (170 ) Purchases of equipment, furniture and fixtures — (31 ) (58 ) — (89 ) Distribution from subsidiary 17,548 — — (17,548 ) — Intercompany financing (105,840 ) (67,943 ) — 173,783 — Net cash used in investing activities (88,292 ) (212,179 ) (172 ) 156,235 (144,408 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 105,889 — — — 105,889 Proceeds from the issuance of senior unsecured term loan — 100,000 — — 100,000 Borrowings under unsecured revolving credit facility — 115,000 — — 115,000 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 — (1,332 ) — — (1,332 ) Net-settle adjustment on restricted stock (515 ) — — — (515 ) Dividends paid on common stock (17,548 ) — — — (17,548 ) Distribution to Parent — (17,548 ) — 17,548 — Intercompany financing — 105,840 67,943 (173,783 ) — Net cash provided by (used in) financing activities 87,826 209,960 (27,079 ) (156,235 ) 114,472 Net decrease in cash and cash equivalents — (1,823 ) — — (1,823 ) Cash and cash equivalents beginning of period — 11,467 — — 11,467 Cash and cash equivalents end of period $ — $ 9,644 $ — $ — $ 9,644 |