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 SEPTEMBER 30, 2017 (in thousands, except share and per share amounts) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Assets: Real estate investments, net $ — $ 738,013 $ 351,076 $ — $ 1,089,089 Other real estate investments — — 5,368 — 5,368 Cash and cash equivalents — 14,808 — — 14,808 Accounts and other receivables — 10,114 2,847 — 12,961 Prepaid expenses and other assets — 1,801 2 — 1,803 Deferred financing costs, net — 1,989 — — 1,989 Investment in subsidiaries 619,922 434,113 — (1,054,035 ) — Intercompany — — 77,972 (77,972 ) — Total assets $ 619,922 $ 1,200,838 $ 437,265 $ (1,132,007 ) $ 1,126,018 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 294,221 $ — $ — $ 294,221 Senior unsecured term loan, net — 99,493 — — 99,493 Unsecured revolving credit facility — 95,000 — — 95,000 Accounts payable and accrued liabilities — 14,230 3,152 — 17,382 Dividends payable 14,046 — — — 14,046 Intercompany — 77,972 — (77,972 ) — Total liabilities 14,046 580,916 3,152 (77,972 ) 520,142 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 75,472,682 shares issued and outstanding as of September 30, 2017 755 — — — 755 Additional paid-in capital 782,707 560,299 321,761 (882,060 ) 782,707 Cumulative distributions in excess of earnings (177,586 ) 59,623 112,352 (171,975 ) (177,586 ) Total equity 605,876 619,922 434,113 (1,054,035 ) 605,876 Total liabilities and equity $ 619,922 $ 1,200,838 $ 437,265 $ (1,132,007 ) $ 1,126,018 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 Senior unsecured term loan, net — 99,422 — — 99,422 Unsecured revolving credit facility — 95,000 — — 95,000 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 SEPTEMBER 30, 2017 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 14,987 $ 14,417 $ — $ 29,404 Tenant reimbursements — 1,341 1,202 — 2,543 Independent living facilities — — 825 — 825 Interest and other income — — 176 — 176 Total revenues — 16,328 16,620 — 32,948 Expenses: Depreciation and amortization — 5,014 4,731 — 9,745 Interest expense — 5,592 — — 5,592 Property taxes — 1,341 1,202 — 2,543 Independent living facilities — — 698 — 698 General and administrative 671 2,388 — — 3,059 Total expenses 671 14,335 6,631 — 21,637 Income in Subsidiary 11,982 9,989 — (21,971 ) — Net income $ 11,311 $ 11,982 $ 9,989 $ (21,971 ) $ 11,311 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 10,063 $ 14,116 $ — $ 24,179 Tenant reimbursements — 875 1,214 — 2,089 Independent living facilities — — 766 — 766 Interest and other income — — 72 — 72 Total revenues — 10,938 16,168 — 27,106 Expenses: Depreciation and amortization — 3,194 5,054 — 8,248 Interest expense — 5,742 1 — 5,743 Property taxes — 875 1,214 — 2,089 Independent living facilities — — 708 — 708 Acquisition costs — 203 — — 203 General and administrative 410 1,873 — — 2,283 Total expenses 410 11,887 6,977 — 19,274 Income in Subsidiary 8,242 9,191 — (17,433 ) — Net income $ 7,832 $ 8,242 $ 9,191 $ (17,433 ) $ 7,832 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 42,503 $ 42,751 $ — $ 85,254 Tenant reimbursements — 3,577 3,676 — 7,253 Independent living facilities — — 2,407 — 2,407 Interest and other income — — 1,471 — 1,471 Total revenues — 46,080 50,305 — 96,385 Expenses: Depreciation and amortization — 13,730 14,426 — 28,156 Interest expense — 17,690 — — 17,690 Loss on the extinguishment of debt — 11,883 — — 11,883 Property taxes — 3,577 3,676 — 7,253 Independent living facilities — — 2,003 — 2,003 Impairment of real estate investment — — 890 — 890 General and administrative 1,948 6,416 62 — 8,426 Total expenses 1,948 53,296 21,057 — 76,301 Gain on disposition of other real estate investment — — 3,538 — 3,538 Income in Subsidiary 25,570 32,786 — (58,356 ) — Net income $ 23,622 $ 25,570 $ 32,786 $ (58,356 ) $ 23,622 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 25,702 $ 42,155 $ — $ 67,857 Tenant reimbursements — 2,138 3,677 — 5,815 Independent living facilities — — 2,177 — 2,177 Interest and other income — — 587 — 587 Total revenues — 27,840 48,596 — 76,436 Expenses: Depreciation and amortization — 8,118 15,315 — 23,433 Interest expense — 16,548 496 — 17,044 Loss on the extinguishment of debt — — 326 — 326 Property taxes — 2,138 3,677 — 5,815 Acquisition costs — 203 — — 203 Independent living facilities — — 1,926 — 1,926 General and administrative 1,281 5,377 66 — 6,724 Total expenses 1,281 32,384 21,806 — 55,471 Income in Subsidiary 22,246 26,790 — (49,036 ) — Net income $ 20,965 $ 22,246 $ 26,790 $ (49,036 ) $ 20,965 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 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 $ (157 ) $ 17,946 $ 49,144 $ — $ 66,933 Cash flows from investing activities: Acquisitions of real estate — (222,463 ) — — (222,463 ) Improvements to real estate — (571 ) (50 ) — (621 ) Purchases of equipment, furniture and fixtures — (292 ) (67 ) — (359 ) Escrow deposit for acquisition of real estate — (1,000 ) — — (1,000 ) Sale of other real estate investment — — 7,500 — 7,500 Distribution from subsidiary 38,544 — — (38,544 ) — Intercompany financing (169,391 ) 56,527 — 112,864 — Net cash (used in) provided by investing activities (130,847 ) (167,799 ) 7,383 74,320 (216,943 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 170,414 — — — 170,414 Proceeds from the issuance of senior unsecured notes payable — 300,000 — — 300,000 Borrowings under unsecured revolving credit facility — 158,000 — — 158,000 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 — (6,047 ) — — (6,047 ) Net-settle adjustment on restricted stock (866 ) — — — (866 ) Dividends paid on common stock (38,544 ) — — — (38,544 ) Distribution to Parent — (38,544 ) — 38,544 — Intercompany financing — 169,391 (56,527 ) (112,864 ) — Net cash provided by (used in) financing activities 131,004 157,161 (56,527 ) (74,320 ) 157,318 Net increase in cash and cash equivalents — 7,308 — — 7,308 Cash and cash equivalents beginning of period — 7,500 — — 7,500 Cash and cash equivalents end of period $ — $ 14,808 $ — $ — $ 14,808 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities: $ (73 ) $ 8,332 $ 41,254 $ — $ 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 58,570 (166,377 ) — Net cash provided by (used in) financing activities 80,484 237,059 (36,452 ) (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 |