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 JUNE 30, 2019 (in thousands, except share and per share amounts) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Assets: Real estate investments, net $ — $ 951,636 $ 530,404 $ — $ 1,482,040 Other real estate investments, net — 23,646 3,079 — 26,725 Cash and cash equivalents — 2,629 — — 2,629 Accounts and other receivables, net — 9,691 14 — 9,705 Prepaid expenses and other assets — 6,942 5 — 6,947 Deferred financing costs, net — 3,513 — — 3,513 Investment in subsidiaries 979,754 510,129 — (1,489,883 ) — Intercompany — 22,720 — (22,720 ) — Total assets $ 979,754 $ 1,530,906 $ 533,502 $ (1,512,603 ) $ 1,531,559 Liabilities and Equity: Senior unsecured notes payable, net $ — $ 295,532 $ — $ — $ 295,532 Senior unsecured term loan, net — 198,608 — — 198,608 Unsecured revolving credit facility — 45,000 — — 45,000 Accounts payable and accrued liabilities — 12,012 653 — 12,665 Dividends payable 21,617 — — — 21,617 Intercompany — — 22,720 (22,720 ) — Total liabilities 21,617 551,152 23,373 (22,720 ) 573,422 Equity: Common stock, $0.01 par value; 500,000,000 shares authorized, 95,073,223 shares issued and outstanding as of June 30, 2019 951 — — — 951 Additional paid-in capital 1,161,144 817,519 321,761 (1,139,280 ) 1,161,144 Cumulative distributions in excess of earnings (203,958 ) 162,235 188,368 (350,603 ) (203,958 ) Total equity 958,137 979,754 510,129 (1,489,883 ) 958,137 Total liabilities and equity $ 979,754 $ 1,530,906 $ 533,502 $ (1,512,603 ) $ 1,531,559 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 JUNE 30, 2019 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 24,438 $ 19,685 $ — $ 44,123 Independent living facilities — — 887 — 887 Interest and other income — 569 622 — 1,191 Total revenues — 25,007 21,194 — 46,201 Expenses: Depreciation and amortization — 7,730 5,707 — 13,437 Interest expense — 7,285 — — 7,285 Property taxes — 402 54 — 456 Independent living facilities — — 719 — 719 General and administrative 1,147 3,387 72 — 4,606 Total expenses 1,147 18,804 6,552 — 26,503 Income in Subsidiary 20,845 14,642 — (35,487 ) — Net income $ 19,698 $ 20,845 $ 14,642 $ (35,487 ) $ 19,698 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE THREE MONTHS ENDED JUNE 30, 2018 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 20,170 $ 14,538 $ — $ 34,708 Tenant reimbursements — 1,792 1,224 — 3,016 Independent living facilities — — 845 — 845 Interest and other income — 299 101 — 400 Total revenues — 22,261 16,708 — 38,969 Expenses: Depreciation and amortization — 6,717 4,582 — 11,299 Interest expense — 7,285 — — 7,285 Property taxes — 1,792 1,224 — 3,016 Independent living facilities — — 744 — 744 General and administrative 931 2,351 76 — 3,358 Total expenses 931 18,145 6,626 — 25,702 Income in Subsidiary 14,198 10,082 — (24,280 ) — Net income $ 13,267 $ 14,198 $ 10,082 $ (24,280 ) $ 13,267 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2019 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 48,007 $ 34,463 $ — $ 82,470 Independent living facilities — — 1,747 — 1,747 Interest and other income — 1,020 622 — 1,642 Total revenues — 49,027 36,832 — 85,859 Expenses: Depreciation and amortization — 15,233 10,106 — 25,339 Interest expense — 14,145 — — 14,145 Property taxes — 1,228 54 — 1,282 Independent living facilities — — 1,426 — 1,426 General and administrative 2,141 5,703 72 — 7,916 Total expenses 2,141 36,309 11,658 — 50,108 Income in Subsidiary 37,892 25,174 — (63,066 ) — Net income $ 35,751 $ 37,892 $ 25,174 $ (63,066 ) $ 35,751 CONDENSED CONSOLIDATING INCOME STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2018 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Revenues: Rental income $ — $ 39,568 $ 28,956 $ — $ 68,524 Tenant reimbursements — 3,556 2,428 — 5,984 Independent living facilities — — 1,644 — 1,644 Interest and other income — 722 196 — 918 Total revenues — 43,846 33,224 — 77,070 Expenses: Depreciation and amortization — 13,655 9,221 — 22,876 Interest expense — 14,377 — — 14,377 Property taxes — 3,556 2,428 — 5,984 Independent living facilities — — 1,460 — 1,460 General and administrative 1,835 4,639 76 — 6,550 Total expenses 1,835 36,227 13,185 — 51,247 Gain on sale of real estate — 2,051 — — 2,051 Income in Subsidiary 29,709 20,039 — (49,748 ) — Net income $ 27,874 $ 29,709 $ 20,039 $ (49,748 ) $ 27,874 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2019 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Cash flows from operating activities: Net cash provided by operating activities $ — $ 25,720 $ 36,018 $ — $ 61,738 Cash flows from investing activities: Acquisitions of real estate — (73,782 ) (212,164 ) — (285,946 ) Improvements to real estate — (51 ) (17 ) — (68 ) Purchases of equipment, furniture and fixtures — (2,610 ) (3 ) — (2,613 ) Investment in real estate mortgage and other loans receivable — (11,389 ) — — (11,389 ) Principal payments received on real estate mortgage and other loans receivable — 482 — — 482 Repayment of other real estate investment — — 2,204 — 2,204 Net proceeds from the sale of real estate — 131 — — 131 Distribution from subsidiary 37,685 — — (37,685 ) — Intercompany financing (193,517 ) (173,962 ) — 367,479 — Net cash used in investing activities (155,832 ) (261,181 ) (209,980 ) 329,794 (297,199 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 196,041 — — — 196,041 Proceeds from the issuance of senior unsecured term loan — 200,000 — — 200,000 Borrowings under unsecured revolving credit facility — 195,000 — — 195,000 Payments on unsecured revolving credit facility — (245,000 ) — — (245,000 ) Payments on senior unsecured term loan — (100,000 ) — — (100,000 ) Payments of deferred financing costs — (4,534 ) — — (4,534 ) Net-settle adjustment on restricted stock (2,524 ) — — — (2,524 ) Dividends paid on common stock (37,685 ) — — — (37,685 ) Distribution to Parent — (37,685 ) — 37,685 — Intercompany financing — 193,517 173,962 (367,479 ) — Net cash provided by (used in) financing activities 155,832 201,298 173,962 (329,794 ) 201,298 Net decrease in cash and cash equivalents — (34,163 ) — — (34,163 ) Cash and cash equivalents, beginning of period — 36,792 — — 36,792 Cash and cash equivalents, end of period $ — $ 2,629 $ — $ — $ 2,629 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2018 (in thousands) Parent Guarantor Issuers Combined Subsidiary Guarantors Elimination Consolidated Cash flows from operating activities: Net cash (used in) provided by operating activities: $ (7 ) $ 12,758 $ 29,365 $ — $ 42,116 Cash flows from investing activities: Acquisitions of real estate — (47,310 ) — — (47,310 ) Improvements to real estate — (495 ) (11 ) — (506 ) Purchases of equipment, furniture and fixtures — (645 ) (57 ) — (702 ) Investment in real estate mortgage loan receivable — (1,390 ) — — (1,390 ) Principal payments received on mortgage loan receivable — 58 — — 58 Escrow deposit for acquisition of real estate — (2,250 ) — — (2,250 ) Net proceeds from the sale of real estate — 13,004 — — 13,004 Distribution from subsidiary 29,628 — — (29,628 ) — Intercompany financing (46,252 ) 29,297 — 16,955 — Net cash used in investing activities (16,624 ) (9,731 ) (68 ) (12,673 ) (39,096 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 47,547 — — — 47,547 Borrowings under unsecured revolving credit facility — 60,000 — — 60,000 Payments on unsecured revolving credit facility — (75,000 ) — — (75,000 ) Net-settle adjustment on restricted stock (1,288 ) — — — (1,288 ) Dividends paid on common stock (29,628 ) — — — (29,628 ) Distribution to Parent — (29,628 ) — 29,628 — Intercompany financing — 46,252 (29,297 ) (16,955 ) — Net cash provided by (used in) financing activities 16,631 1,624 (29,297 ) 12,673 1,631 Net increase in cash and cash equivalents — 4,651 — — 4,651 Cash and cash equivalents, beginning of period — 6,909 — — 6,909 Cash and cash equivalents, end of period $ — $ 11,560 $ — $ — $ 11,560 |