Summarized Condensed Consolidating Information | SUMMARIZED CONDENSED CONSOLIDATING INFORMATION The Notes 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 MARCH 31, 2018 (in thousands, except share and per share amounts) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Assets: Real estate investments, net $ — $ 835,324 $ 341,816 $ — $ 1,177,140 Other real estate investments — 12,387 5,644 — 18,031 Cash and cash equivalents — 14,195 — — 14,195 Accounts and other receivables, net — 3,875 2,124 — 5,999 Prepaid expenses and other assets — 1,916 3 — 1,919 Deferred financing costs, net — 1,447 — — 1,447 Investment in subsidiaries 609,496 454,075 — (1,063,571 ) — Intercompany — — 106,810 (106,810 ) — Total assets $ 609,496 $ 1,323,219 $ 456,397 $ (1,170,381 ) $ 1,218,731 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 294,584 $ — $ — $ 294,584 Senior unsecured term loan, net — 99,540 — — 99,540 Unsecured revolving credit facility — 200,000 — — 200,000 Accounts payable and accrued liabilities — 12,789 2,322 — 15,111 Dividends payable 15,608 — — — 15,608 Intercompany — 106,810 — (106,810 ) — Total liabilities 15,608 713,723 2,322 (106,810 ) 624,843 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 75,522,046 shares issued and outstanding as of March 31, 2018 755 — — — 755 Additional paid-in capital 783,509 531,420 321,761 (853,181 ) 783,509 Cumulative distributions in excess of earnings (190,376 ) 78,076 132,314 (210,390 ) (190,376 ) Total equity 593,888 609,496 454,075 (1,063,571 ) 593,888 Total liabilities and equity $ 609,496 $ 1,323,219 $ 456,397 $ (1,170,381 ) $ 1,218,731 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2017 (in thousands, except share and per share amounts) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Assets: Real estate investments, net $ — $ 805,826 $ 346,435 $ — $ 1,152,261 Other real estate investments — 12,399 5,550 — 17,949 Cash and cash equivalents — 6,909 — — 6,909 Accounts and other receivables, net — 2,945 2,309 — 5,254 Prepaid expenses and other assets — 893 2 — 895 Deferred financing costs, net — 1,718 — — 1,718 Investment in subsidiaries 619,075 444,120 — (1,063,195 ) — Intercompany — — 92,061 (92,061 ) — Total assets $ 619,075 $ 1,274,810 $ 446,357 $ (1,155,256 ) $ 1,184,986 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 294,395 $ — $ — $ 294,395 Senior unsecured term loan, net — 99,517 — — 99,517 Unsecured revolving credit facility — 165,000 — — 165,000 Accounts payable and accrued liabilities — 15,176 2,237 — 17,413 Dividends payable 14,044 — — — 14,044 Intercompany — 92,061 — (92,061 ) — Total liabilities 14,044 666,149 2,237 (92,061 ) 590,369 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 75,478,202 shares issued and outstanding as of December 31, 2017 755 — — — 755 Additional paid-in capital 783,237 546,097 321,761 (867,858 ) 783,237 Cumulative distributions in excess of earnings (178,961 ) 62,564 122,359 (195,337 ) (189,375 ) Total equity 605,031 608,661 444,120 (1,063,195 ) 594,617 Total liabilities and equity $ 619,075 $ 1,274,810 $ 446,357 $ (1,155,256 ) $ 1,184,986 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2018 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 19,398 $ 14,418 $ — $ 33,816 Tenant reimbursements — 1,764 1,204 — 2,968 Independent living facilities — — 799 — 799 Interest and other income — 423 95 — 518 Total revenues — 21,585 16,516 — 38,101 Expenses: Depreciation and amortization — 6,937 4,640 — 11,577 Interest expense — 7,092 — — 7,092 Property taxes — 1,764 1,204 — 2,968 Independent living facilities — — 716 — 716 General and administrative 904 2,288 — — 3,192 Total expenses 904 18,081 6,560 — 25,545 Gain on sale of real estate — 2,051 — — 2,051 Income in Subsidiary 15,511 9,956 — (25,467 ) — Net income $ 14,607 $ 15,511 $ 9,956 $ (25,467 ) $ 14,607 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2017 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 13,223 $ 14,116 $ — $ 27,339 Tenant reimbursements — 1,078 1,243 — 2,321 Independent living facilities — — 793 — 793 Interest and other income — — 155 — 155 Total revenues — 14,301 16,307 — 30,608 Expenses: Depreciation and amortization — 4,186 4,890 — 9,076 Interest expense — 5,879 — — 5,879 Property taxes — 1,078 1,243 — 2,321 Independent living facilities — — 661 — 661 General and administrative 550 1,840 — — 2,390 Total expenses 550 12,983 6,794 — 20,327 Income in Subsidiary 10,831 9,513 — (20,344 ) — Net income $ 10,281 $ 10,831 $ 9,513 $ (20,344 ) $ 10,281 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2018 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Cash flows from operating activities: Net cash provided by operating activities $ — $ 7,295 $ 14,764 $ — $ 22,059 Cash flows from investing activities: Acquisitions of real estate — (47,103 ) — — (47,103 ) Improvements to real estate — — (11 ) — (11 ) Purchases of equipment, furniture and fixtures — (23 ) (4 ) — (27 ) Principal payments received on mortgage loan receivable — 23 — — 23 Escrow deposit for acquisition of real estate — (1,000 ) — — (1,000 ) Net proceeds from the sale of real estate — 13,004 — — 13,004 Distribution from subsidiary 14,044 — — (14,044 ) — Intercompany financing 615 14,749 — (15,364 ) — Net cash provided by (used in) investing activities 14,659 (20,350 ) (15 ) (29,408 ) (35,114 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net (10 ) — — — (10 ) Borrowings under unsecured revolving credit facility — 60,000 — — 60,000 Payments on unsecured revolving credit facility — (25,000 ) — — (25,000 ) Net-settle adjustment on restricted stock (605 ) — — — (605 ) Dividends paid on common stock (14,044 ) — — — (14,044 ) Distribution to Parent — (14,044 ) — 14,044 — Intercompany financing — (615 ) (14,749 ) 15,364 — Net cash (used in) provided by financing activities (14,659 ) 20,341 (14,749 ) 29,408 20,341 Net decrease in cash and cash equivalents — 7,286 — — 7,286 Cash and cash equivalents beginning of period — 6,909 — — 6,909 Cash and cash equivalents end of period $ — $ 14,195 $ — $ — $ 14,195 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2017 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities: $ (14 ) $ 6,001 $ 14,179 $ — $ 20,166 Cash flows from investing activities: Acquisitions of real estate — (54,568 ) — — (54,568 ) Improvements to real estate — (64 ) (25 ) — (89 ) Purchases of equipment, furniture and fixtures — (93 ) (24 ) — (117 ) Escrow deposits for acquisition of real estate — (700 ) — — (700 ) Net proceeds from the sale of real estate — — — — — Distribution from subsidiary 11,075 — — (11,075 ) — Intercompany financing (108,152 ) 14,130 — 94,022 — Net cash (used in) provided by investing activities (97,077 ) (41,295 ) (49 ) 82,947 (55,474 ) Cash flows from financing activities: — Proceeds from the issuance of common stock, net 108,166 — — — 108,166 Borrowings under unsecured revolving credit facility — 45,000 — — 45,000 Payments on unsecured revolving credit facility — (113,000 ) — — (113,000 ) Dividends paid on common stock (11,075 ) — — — (11,075 ) Distribution to Parent — (11,075 ) — 11,075 — Intercompany financing — 108,152 (14,130 ) (94,022 ) — Net cash provided by (used in) financing activities 97,091 29,077 (14,130 ) (82,947 ) 29,091 Net decrease in cash and cash equivalents — (6,217 ) — — (6,217 ) Cash and cash equivalents beginning of period — 7,500 — — 7,500 Cash and cash equivalents end of period $ — $ 1,283 $ — $ — $ 1,283 |