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 separation of Ensign’s healthcare business and its real estate business into two separate and independently publicly traded companies (the “Spin-Off”) 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. CONDENSED CONSOLIDATING BALANCE SHEETS MARCH 31, 2019 (in thousands, except share and per share amounts) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Assets: Real estate investments, net $ — $ 935,419 $ 323,917 $ — $ 1,259,336 Other real estate investments, net — 23,673 5,746 — 29,419 Cash and cash equivalents — 214,354 — — 214,354 Accounts and other receivables, net — 8,350 10 — 8,360 Prepaid expenses and other assets — 8,756 3 — 8,759 Deferred financing costs, net — 3,758 — — 3,758 Investment in subsidiaries 831,117 495,487 — (1,326,604 ) — Intercompany — — 166,008 (166,008 ) — Total assets $ 831,117 $ 1,689,797 $ 495,684 $ (1,492,612 ) $ 1,523,986 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 295,342 $ — $ — $ 295,342 Senior unsecured term loan, net — 198,555 — — 198,555 Unsecured revolving credit facility — 185,000 — — 185,000 Accounts payable and accrued liabilities — 13,775 197 — 13,972 Dividends payable 20,086 — — — 20,086 Intercompany — 166,008 — (166,008 ) — Total liabilities 20,086 858,680 197 (166,008 ) 712,955 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 88,398,273 shares issued and outstanding as of March 31, 2019 884 — — — 884 Additional paid-in capital 1,012,295 689,725 321,761 (1,011,486 ) 1,012,295 Cumulative distributions in excess of earnings (202,148 ) 141,392 173,726 (315,118 ) (202,148 ) Total equity 811,031 831,117 495,487 (1,326,604 ) 811,031 Total liabilities and equity $ 831,117 $ 1,689,797 $ 495,684 $ (1,492,612 ) $ 1,523,986 CONDENSED CONSOLIDATING BALANCE SHEETS DECEMBER 31, 2018 (in thousands, except share and per share amounts) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Assets: Real estate investments, net $ — $ 887,921 $ 328,316 $ — $ 1,216,237 Other real estate investments, net — 12,299 5,746 — 18,045 Cash and cash equivalents — 36,792 — — 36,792 Accounts and other receivables, net — 9,359 2,028 — 11,387 Prepaid expenses and other assets — 8,666 2 — 8,668 Deferred financing costs, net — 633 — — 633 Investment in subsidiaries 786,030 484,955 — (1,270,985 ) — Intercompany — — 151,242 (151,242 ) — Total assets $ 786,030 $ 1,440,625 $ 487,334 $ (1,422,227 ) $ 1,291,762 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 295,153 $ — $ — $ 295,153 Senior unsecured term loan, net — 99,612 — — 99,612 Unsecured revolving credit facility — 95,000 — — 95,000 Accounts payable and accrued liabilities — 13,588 2,379 — 15,967 Dividends payable 17,783 — — — 17,783 Intercompany — 151,242 — (151,242 ) — Total liabilities 17,783 654,595 2,379 (151,242 ) 523,515 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 85,867,044 shares issued and outstanding as of December 31, 2018 859 — — — 859 Additional paid-in capital 965,578 661,686 321,761 (983,447 ) 965,578 Cumulative distributions in excess of earnings (198,190 ) 124,344 163,194 (287,538 ) (198,190 ) Total equity 768,247 786,030 484,955 (1,270,985 ) 768,247 Total liabilities and equity $ 786,030 $ 1,440,625 $ 487,334 $ (1,422,227 ) $ 1,291,762 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2019 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 23,569 $ 14,778 $ — $ 38,347 Independent living facilities — — 860 — 860 Interest and other income — 451 — — 451 Total revenues — 24,020 15,638 — 39,658 Expenses: Depreciation and amortization — 7,503 4,399 — 11,902 Interest expense — 6,860 — — 6,860 Property taxes — 826 — — 826 Independent living facilities — — 707 — 707 General and administrative 994 2,316 — — 3,310 Total expenses 994 17,505 5,106 — 23,605 Income in Subsidiary 17,047 10,532 — (27,579 ) — Net income $ 16,053 $ 17,047 $ 10,532 $ (27,579 ) $ 16,053 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 STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2019 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Cash flows from operating activities: Net cash provided by operating activities $ — $ 15,308 $ 14,766 $ — $ 30,074 Cash flows from investing activities: Acquisitions of real estate — (52,697 ) — — (52,697 ) Improvements to real estate — (452 ) — — (452 ) Purchases of equipment, furniture and fixtures — (1,806 ) — — (1,806 ) Investment in real estate mortgage and other loans receivable — (11,389 ) — — (11,389 ) Principal payments received on real estate mortgage and other loans receivable — 411 — — 411 Escrow deposits for acquisitions of real estate — (375 ) — — (375 ) Net proceeds from the sale of real estate — 131 — — 131 Distribution from subsidiary 17,710 — — (17,710 ) — Intercompany financing (45,765 ) 14,766 — 30,999 — Net cash used in investing activities (28,055 ) (51,411 ) — 13,289 (66,177 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 47,260 — — — 47,260 Proceeds from the issuance of senior unsecured term loan — 200,000 — — 200,000 Borrowings under unsecured revolving credit facility — 185,000 — — 185,000 Payments on senior unsecured term loan — (100,000 ) — — (100,000 ) Payments on unsecured revolving credit facility — (95,000 ) — — (95,000 ) Payments of deferred financing costs — (4,390 ) — — (4,390 ) Net-settle adjustment on restricted stock (1,495 ) — — — (1,495 ) Dividends paid on common stock (17,710 ) — — — (17,710 ) Distribution to Parent — (17,710 ) — 17,710 — Intercompany financing — 45,765 (14,766 ) (30,999 ) — Net cash provided by (used in) financing activities 28,055 213,665 (14,766 ) (13,289 ) 213,665 Net increase in cash and cash equivalents — 177,562 — — 177,562 Cash and cash equivalents, beginning of period — 36,792 — — 36,792 Cash and cash equivalents, end of period $ — $ 214,354 $ — $ — $ 214,354 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 increase 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 |