Good morning. My name is Colby and I will be your conference operator today. At this time, I would like to welcome everyone to the CareTrust REIT Second Quarter 2023 Earnings Conference Call. After the speakers' remarks, there will be a question-and-answer session. Thank you. I will now turn the call over to Lauren Beale, CareTrust’s Senior Vice President and Controller. You may begin.

Thank you and welcome to CareTrust REIT’s second quarter 2023 earnings call. Participants should be aware that this call is being recorded and listeners are advised that any forward-looking statements made on today’s call are based on management’s current expectations, assumptions, and beliefs about CareTrust’s business and the environment in which it operates. These statements may include projections regarding future financial performance, dividends, acquisitions, investments, returns, financings, and other matters and may or may not reference other matters affecting the company’s business or the businesses of its tenants, including factors that are beyond their control, such as natural disasters, pandemics such as COVID-19 and governmental actions. The company’s statements today and its business generally are subject to risks and uncertainties that could cause actual results to materially differ from those expressed or implied herein. Listeners should not place undue reliance on forward-looking statements and are encouraged to review CareTrust’s SEC filings for a more complete discussion of factors that could impact results, as well as any financial or other statistical information required by SEC Regulation G. Except as required by law, CareTrust REIT and its affiliates do not undertake to publicly update or revise any forward-looking statements where changes arise as a result of new information, future events, changing circumstances, or for any other reason. During the call, the company will reference non-GAAP metrics such as EBITDA, FFO and FAD or FAD and normalized EBITDA, FFO and FAD. When viewed together with GAAP results, the company believes these measures can provide a more complete understanding of its business, but cautions that they should not be relied upon to the exclusion of GAAP reports. Yesterday, CareTrust filed its Form 10-Q and accompanying press release and its quarterly financial supplement, each of which can be accessed on the Investor Relations section of CareTrust website at www.caretrustreit.com. A replay of this call will also be available on the website for a limited period. On the call this morning are Dave Sedgwick, President, and Chief Executive Officer; Bill Wagner, Chief Financial Officer; and James Callister, Chief Investment Officer. I’ll now turn the call over to Dave Sedgwick, CareTrust REIT’s President, and CEO. Dave?

Well, good morning, everyone, and thank you for joining us. Q2 saw continued positive momentum on many fronts: investments, operator relationships, the existing portfolio, and equity issuance. I'll touch briefly on these and on the regulatory environment before handing the call over to James and Bill to provide more color. First, investments and operator relationships. Investing roughly $200 million at our historic yields across eight transactions with six new operators in one quarter represents some of the best work done in that short amount of time in our history. Last year, with the dearth of attractive acquisition opportunities, we decided to lend more than in years past. Our view of lending is that in most cases, those loans do not directly produce real growth, because of the short-term nature of the returns and the need to immediately recycle the payoffs. However, there is a strategic case for measured lending activity here, if several criteria are met that lead us to believe there will be real growth opportunities with that borrower or operator in the future. In fact, of the roughly $200 million invested in the quarter, $128 million is an indirect result of last year's lending activities. Capital has not historically been the constraint for us to grow. For CareTrust, the choice of operator has always been the most important consideration for new investments. We are thrilled to welcome six new operators in the quarter. That deeper bench opens up new markets and new opportunities for investment. We are eager to help grow these relationships and continue to expand our existing operator relationships as well. Second, looking at the existing portfolio, last quarter, I gave more color around one skilled nursing operator, not in our top 10 with negative lease coverage that accounted for roughly $5 million of contractual rent. We decided the best path forward is to classify these assets as held for sale and are currently negotiating the sale of these properties. We've therefore removed this operator from the supplemental. In this up, we have reported on lease coverage in an expanded way since the pandemic began. We've been reporting coverage in three ways: first, on a pre-pandemic basis; second, excluding provider relief funds; and third, amortizing those provider relief funds through their eligible periods. When you look at coverage, excluding the relief funds, trailing 12 property-level EBITDAR coverage for the portfolio through March 23 increased to 2.13 times overall, compared to the 12-month leading up to December 2022 of 2.01 times. Removing the properties now held for sale contributed to 9 bps to the overall coverage improvement. Finally, on the regulatory front, two quick comments. First, we continue to wait for the proposed minimum staffing requirement from the Biden administration. We don't have any more insight really into what to expect and has been speculated by many others. And second, we're pleased to see the announcement this week of the net 4% increase to the Medicare rate effective October for fiscal year 2024. So the first half of the year was extremely busy for the whole team here. We're excited for the new investments and the new operator relationships. We're pleased to see the vast majority of the portfolio doing well and positioned to expand together, including the investments and equity issuance from the ATM forward, year-to-date we have already funded 96% of the $215 million of new investments and are going into the second half of the year with ample dry powder to continue to grow the business and set up the company for a return to growth in 2024. With that, James, we'll talk about our recent investment activity and pipeline.

Thanks, Dave, and good morning, everyone. I'll start by adding some additional color on the transactions Dave referred to in his remarks and we'll then turn to discussing the current acquisitions market and our deal pipeline. Q2 was an exciting and busy quarter for the acquisitions team at CareTrust. As Dave mentioned, during the quarter we closed eight transactions, seven acquisitions and one mortgage loan. We acquired 12 facilities and added six new operated relationships with a total investment amount for the quarter of approximately $200 million at an initial blended yield of 8.4% and we expect the stabilized yield on these assets after two years to be 9.5%, not including annual CPI based rent escalators. Of the 12 facilities we acquired during this quarter seven are skilled nursing, four are assisted living in memory care, and one of them is a skilled nursing and assisted living campus. We also closed on a $26 million mortgage loan. Several of these transactions closed subsequent to the date of our Q1 earnings call. During June, we closed on a four facility skilled nursing portfolio in Southern California and entered into a 15-year master lease agreement with Lynx Healthcare. Lynx is an established California skilled nursing operator, who we have known and admired for many years. Year one rent under Lynx master lease is approximately $6.8 million increasing to $7.6 million in year two and to $8.9 million in year three, with CPI based annual rent escalators thereafter. In June, we also closed three other transactions: the acquisition of a 125 bed skilled nursing facility in Katy, Texas, the acquisition of a two facility memory care portfolio in Michigan and Ohio, and the funding of a $26 million mortgage loan secured by a skilled nursing, assisted living, and independent living campus located in Loma Linda, California. In July, we followed these transactions up by funding a $15.7 million mortgage loan on two Florida skilled nursing facilities to our existing tenant, the Elevation Group, at an interest rate of 9%. While we are excited to have put $215 million to work this year, we do not feel like we are done. Overall, deal flow remains strong at a pace relatively unchanged from last quarter. We continue to opportunistically pursue deals where we feel our access to capital, low execution risk, and reputation as a quality transaction partner make us a particularly attractive buyer. With respect to the skilled nursing acquisitions market, pricing has continued to adjust as we have seen a further tightening of credit by lenders, who continue to increase borrowers' equity requirements and require additional recourse liability to borrowers and guarantors. There continue to be attractive opportunities to source and pursue skilled nursing acquisitions, particularly in those states where there have been favorable Medicaid rate increases. With respect to seniors housing, we are still seeing a gap between seller and buyer pricing expectations. Much of the seniors housing deal flow coming across our desk involves increasing numbers of facilities in some stage of operational distress, as sellers face hikes in variable interest rate loans and/or maturity day risk. Moving forward, with many of the high leverage buyers not as active in the acquisition space as they have been previously, and given the company's access to funds through our low leverage and ability to issue equity, we remain focused on external growth opportunities. We continue to foster and enhance our relationships with the broker community, but we have also seen promising results from our decision last year to direct additional resources and manpower towards sourcing off-market opportunities and towards developing new operator relationships in geographically strategic areas. Nevertheless, we are careful to continue our history of a disciplined approach to underwriting and evaluation as we work closely with operators to focus on key factors that will allow them to execute on their business plans with a sustainable rent structure. The pipeline today sits at approximately $150 million as we continue to look for opportunities that can be accretive to our operators. We will continue to execute on our acquisition strategy of disciplined growth with risk-adjusted returns consistent with how CareTrust has been built over the past nine years. And with that, I'll turn it over to Bill.

Thanks, James. For the quarter, normalized FFO decreased 2.8% over the prior year quarter to $34.6 million, and normalized FAD decreased by 3.6% to $36.1 million. On a per-share basis, normalized FFO decreased $0.02 to $0.35 per share, and the normalized FAD decreased $0.03 to $0.36 per share. Rental income for the quarter was $47.7 million, compared to $46.2 million in Q1. The increase of $1.6 million is due largely to the following items. First, we received approximately $1.1 million from new investments; second, we received approximately $369,000 in CPI bumps; and third, tenant reimbursements, which are non-income and FFO producing, because they have a corresponding expense increased $507,000 to $1.2 million. Lastly, these positive items were offset by $202,000 lower cash related to a prior tenant that we've mentioned on the last two calls, a $180,000 lower cash collections from existing tenants that are on a cash basis, and $63,000 from properties that we have sold. If you exclude the tenant reimbursement amount of $1.2 million, contractual cash rental revenue was $46.5 million for the quarter. Another way to reconcile the contractual cash rent of $46.5 million is to take last quarter's supplemental where we disclosed annualized contractual cash rent at 3/31 of $184.3 million. If you back out the one tenant we've been talking about, who represents about $5.1 million, you get an annualized number of $179.2 million. Divide that by four to get a quarterly number of $44.8 million. Add in the $1.1 million of new investments, $280,000 of CPI bumps, and $370,000 of cash collected from that one tenant, and you get $46.5 million. There are some other immaterial items in there that net to zero. I'm hopeful this helps you better reconcile this number. Interest income was down $635,000 due to a $15 million note that was paid off at the end of Q1. The quarterly interest income rate on our Notes portfolio is approximately $4.4 million. Interest expense was up $1.2 million from Q1 due to higher borrowings and rates. Also, subsequent to quarter-end, we drew $30 million more on the revolver. G&A expense decreased $343,000 from Q1 due mostly to show lower short-term incentive compensation. Stock compensation continued to be roughly $1 million due to stock forfeitures in Q2 related to certain performance criteria that needed to occur that likely will not be met. I expect that it will return to a quarterly run rate of around $1.6 million in Q3 and Q4, and G&A expense for the year will be around $21 million. Cash collections for the quarter came in at 96.7% of contractual rent, and in July, we collected 98%. We entered into a forward sale agreement under the ATM program and to date have approximately 10.6 million shares at an average gross price of $19.80 for net proceeds of $207 million. As a result, our liquidity remains extremely strong with approximately $12 million in cash, $290 million available under our revolver, and the $207 million of future ATM proceeds. I expect we will settle this contract during the third quarter and use the proceeds to pay down the line. Leverage also continued to be strong with a net debt to normalized EBITDA ratio of 3.8 times, which is below our stated range of 4 times to 5 times. Our net debt to enterprise value was 26% as of quarter end, and we achieved a fixed charge coverage ratio of 4.5 times. And with that, I'll turn it back to Dave.

Great. Thanks, Bill. We hope the reports been helpful to you and happy to take your questions now.

Your first question comes from the line of Tao Qiu from Berenberg Capital. Your line is open.

Hey, good morning out there. Congrats on a very active quarter. I think I lost kind of how many transactions that came through, but the street was certainly impressive. But my first question is on the $5 million tenant, I think last quarter you said was the main reason that keeps you from issuing full-year earnings guidance. The assets have been moved to held for sale. You see some rents this quarter and some more in the third quarter. It doesn't seem to be a lot of downside from here. Are there any other variables that we're now considering from a guidance perspective?

Oh, great question. No, I'd say that this tenant and how it ultimately plays out continues to be the primary factor for us in not issuing guidance quite yet. The sales price and the amount of rent that is in place is significant enough for us to hold off on guidance at this point.

Got it. And the follow-up on that, I think in Iowa, I saw that Medicare rate rose by $50 in April and I think another $15 in September, so understanding the starting rate in that state is pretty low, but curious why would you choose to sell the assets today rather than kind of seeing through the rate gains?

Yes. We believe that the best path forward for these particular assets is probably a sale, nothing is set in stone at this point. We're negotiating with the buyer right now. And we think that, that's the best path forward. As we look at the proceeds from that and what a ultimate rent reset would be, and the likelihood of being able to turn it around at the existing rent. When you look at all of that, we think that a sale is probably the most advantageous outcome for us.

That's fair. And one last one for me. So on the four ATM sales, how should we think about the settlement schedule? Like, from a modeling perspective, should we expect that to be settling multiple tranches? Just curious how we should build that into our models? Thank you.

This is Bill. I would probably model that as settling it in the third quarter. We would probably hold it out a little bit longer if interest rates weren't where they are, but given how high they are, the accretion of holding it out on the forward isn't really there. So we'll probably settle it in Q3, all of it.

Great. Thanks, guys.

Thank you.

Your next question comes from the line of Wes Golladay from Baird. Your line is open.

Hey, guys, are you looking to develop a lot of new relationships and just curious how big the pool is of the high-quality operators that are actually looking to monetize assets?

Well, we love that question. One of the things that makes us a little bit unique, I think, is the level of former operator experience that we have here at CareTrust. And so the priority that we give that decision in any investment is really paramount. If you look at the first real big wave of growth that we had, we found a number of hungry younger operators, and we placed some pretty good bets on them. And those have, for the most part, really paid out beautifully. And we feel like as we look at this next phase of growth, that's going to come from expanding those existing relationships, but it's also going to require some new ones. Last year, we made some decisions around human capital here at CareTrust and moved some people over into investments with the express mandate to build that operator bench to find off-market deals and to find operators that we don't know. And to see the fruit of that decision and effort happen so quickly, it's been really gratifying to us as we've welcomed in six new operators already. We're not done. So we're going to continue to look for the best of breed operators that have some of the same characteristics as our most successful operators have demonstrated, so that we can have new geographies and new opportunities for growth that we haven't quite had in the past.

Okay. And then looking at the balance sheet, I'm just curious how low would you take leverage? And I guess what is the delta between your cost of debt and cost of equity, or would you look to issue short-term debt in the near term at any point? Just curious on how the balance sheet will be going forward.

Yes. This is Bill. Right now our short-term debt, which is our revolver and our equity is not that great. So as long as we're doing deals at the yields that we're currently doing and our stock price holds at where it's currently at, I think you can assume that we'll continue to issue equity to match fund these investments as we go and that inevitably will take leverage down, but over time, I think as interest rates call it lower, and we continue to do more investments. We'll probably use a little bit more short-term debt with that revolver.

Okay. Thanks for the time, everyone.

Thank you.

Your next question comes from the line of Steven Valiquette from Barclays Capital. Your line is open.

Oh, hi. Thanks guys. Thanks for taking the questions. Couple here, I guess first, just based on some of the comments from other health care REITs this quarter. Seems to still be a pretty wide range on skilled nursing transaction valuations either from a, you know, per bed or a cap rate perspective, because the cap rates are maybe, you know, 8.5% to 10.5% range and per bed is anywhere from, you know, $75 to maybe $125,000, somewhere in there. So just curious to get your thoughts on how you think the industry evaluations are trending directionally right now. And then I got a follow-up on a different topic that I'll ask in a minute, I guess.

Sure, Steven. This is James. I guess, I would say that, first, per bed is really useful to us when the assets really aren't cash flowing. And, you know, the variation in per bed pricing amongst different geographies is really huge. You can go from, you know, some markets trading close to $200,000 a bed to other markets trading $30,000 a bed. So it's really all over, I would say, and it's hyper geographical for us as we look at it. I think that there is definitely on the skilled nursing side, you know, an upward trend in yields that are being used to price the deals. I think that we're starting in the high-9s or even 10 for beds on skilled nursing. And I think that, as some deals slowly start, you know, that we look at to actually become positive cash flowing, you know, then you do look at the per bed, but you also work closely with your operator to make sure that you are really trying to dial in a stabilized value that will give them a rent stream they can really be successful with, which can be difficult in today's environment, particularly with labor. I do think, like I said, rates are up in terms of the yield, but cap rates are still pretty much the same in the skilled nursing world at around 12.5%.

Okay. That's helpful. And shifting gears here a little bit, you know, among some of the healthcare, payer, and provider companies that we cover. There's definitely been a buzz that behavioral health demand has accelerated this year. Seems like both from, you know, their per visit basis and but also for facility-based care settings. So I guess in light of that, just looking for, you know, maybe the latest update on the progression some of the facilities that you're repurposing for behavioral? You know, the weather we're close now to some reopenings, how you're feeling about the pace of your strategy around this? And also just thinking about the page nine in the supplement when you kind of break down the portfolio performance by property category. And when should we think that behavioral might be like a separate category within that? Is that something that might start happening for 2024, or if you guys haven't thought about that yet, but just curious when that might become, you know, an additional category within the, you know, the property type breakdown of performance.

Yes. That's great. So our strategy with respect to behavioral has been to, let's say, shoot some bullets before cannonballs. We want to take a bit of a measured approach and test out the thesis. And so we haven't been super aggressive in trying to grow in that space just to grow, just to do it. Our philosophy for behavioral is exactly the same as it is with skilled nursing, which is we've got to have a conviction in the operator, their model, and have a really strong relationship with them in order to do that. Candidly, we've been so busy with our bread and butter and have seen so many great opportunities with the skilled nursing and seniors housing assets, but that's taken all of our attention. The conversions that are in place are still tracking. They're coming along. The renovation work is underway. And those will come online as soon as they are ready. I think early next year, we came close on a sale leaseback with a behavioral operator this year. They ultimately brought us in a little bit late into their process and decided to go ahead with the normal financing that they had planned. And so it's still very much an area of interest for us, the priority to identify the best operators in the space; it's a space that's even more fragmented than the skilled nursing space is in terms of operators, and building those relationships and finding those best operators is a bit of a challenge, but it's one we're here for. And we want to that segment over time, but it's really going to be dependent on finding those operators and finding the right accretive deals. And so I think until we have a little bit more critical mass, that's when we'll start reporting on that as a separate segment.

Okay. Great. That's definitely a helpful update. Thanks.

Alright. Thank you.

Your next question comes from the line of Michael Carroll from RBC Capital Markets. Your line is open.

Yes, thanks. Dave, I want to revisit the assets you have for sale. I understand there is one interested buyer for that property, but what is the level of interest? Is there a chance that the deal will go through with that one buyer, or are there other potential buyers who are also considering it?

We have received interest and are currently engaged with a buyer. We are negotiating a purchase sale agreement, and that process is progressing well. However, we are also exploring backup options and alternatives that include various purchasing scenarios and re-tenanting possibilities. At the moment, our primary focus is on the group we are negotiating with.

Okay. And the existing operator, I know they still continue to pay a tiny bit of rent. I guess why are they still paying those small stub pieces of rent, and are they interested in buying this portfolio?

Yes. They have expressed interest in that. And I think that, you know, by staying active and engaged in improving the performance there and paying some rent, gives them an advantageous position in the negotiations and in our thought process.

Okay. And then what's the timeline? Should we be expecting on this? I know for the past few quarters, you kind of highlighted that you'd have a plan in place and it could get done pretty quickly. I mean, could this get done by the end of the year?

Oh, Mike, I hope so. But considering the current environment, it's the most difficult market for buyers needing financing that we have ever encountered. Therefore, I don't want to make any predictions about the timing of this.

Okay. And would you provide, are you willing to provide seller financing to the buyer?

It's a possibility, you know, our preference would be to have a clean break, but that might be required to get a deal done.

Okay, great. Thank you.

Thanks, Mike.

Your next question comes from the line of Connor Siversky from Wells Fargo. Your line is open.

Hi everyone, happy Friday. It seems like we're running out of question ideas, but I'd like to take a broader perspective on underwriting. I'm interested to know how your view of risk in the underwriting framework has evolved since COVID, particularly regarding skilled nursing. Given the shift in risk factors, do you believe that your underwriting standards have become more stringent as interest rates have increased, considering everything that has occurred over the past couple of years?

It's a great question. And, James, you can correct me if I'm wrong on any of this, but I think the short answer is no. That our underwriting hasn't become more stringent. I think we've always tried and worked at having a very disciplined collaborative underwriting process with our operator. So before we even log in an LOI, we're usually already underwritten the deal together and really tested each other's assumptions and gotten comfortable. And so the process is very similar to what it was pre-pandemic. We just look at things in a bit of a different light, because of the pandemic today. But I still feel like we've been able to be successful even in the midst of the pandemic, underwriting these deals that maybe require return. I would point your attention to the investor deck that we put out along with, maybe in June, we actually put in a slide there, the case study of a few buildings that we had underwritten with an existing operator. In the middle of the pandemic, I think that we acquired them in 2021, they were not cash flowing. So on underwater, basically, on day one, but we had worked on the pro forma together, and we, as former operators feel like we can feasibility test that pretty well. The improvement from day one in place negative or under 1 times coverage to just about 18 months later was really impressive, a lot of the investments that we've done this year, followed that same model where these buildings haven't been fully stabilized, perfect, anywhere, you know, only place to go is down. Now there's been quite a bit of upside in them. And so, I think, Connor, that as we employ our experiences operators, and we select the right operator, and we collaboratively underwrite together that we can have great success.

Yes. I think, Connor, I would just add that, you know, through COVID, maybe we look at one, you know, a few things differently, in particular on the expense side. We may really look at labor, obviously, a lot more carefully just in terms of understanding where the facilities are, what the labor situation is, and the immediate geography, looking closer, especially if it's a rural deal at, are they really going to be able to find labor? So I think there's one or two, you know, a few things that came out from the fallout of COVID, and where the market is today that have led us to focus more carefully on a few things. But the overall process is still pretty consistent with what we've done before.

Great. Thank you for the color. Enjoy the weekend.

Thanks, Connor. You too.

Your next question comes from the line of Austin Wurschmidt from KeyBanc Capital Markets. Your line is open.

Great. Thanks, everybody. If the existing operator or capital behind the existing operator were to purchase, you know, these assets in Iowa. I guess, is it safe to assume that, you know, you'd require kind of market value plus any back rent to win that deal?

Yes. I think we just have to be a little careful on what we would accept and what we would, you know, during an open negotiation like this. So we'd probably have to, unfortunately, deflect comments on ongoing negotiations right now.

That's fair. But and maybe if you were to sell or finance, how much of the deal value would you ultimately be willing to finance, just given kind of what's happened here operationally and some of the challenges they faced?

I'm really not trying to avoid you, but it's kind of the same issue. What we've, you know, the terms of the transaction, how much we would finance, what the price would be, what conditions we would need, and that's all very much, in play real time, so we can't really comment on it.

Okay. and then just speaking back to the $150 million investment pipeline, what's been kind of the timeline from, you know, time it enters the pipeline to where you're able to close and, you know, how much really beyond that $150 million is crossing your desk that meets, you know, criteria, but, you know, just is on the back burner until you're really able to move on those?

Also, the deal takes from when we get it in to when we close, it's all over the place, right? It's very dependent on a number of things. I would say typically from the time we see it, it's probably a 90 to 120 day process. And in terms of things that are outside of the $150 million, I guess I'd say that, look, if something looks good to us, we're really going to get the resources to it that it needs for us to be competitive and go get it. So I think that, you know, things on the backburner, if you like them, they're not going to stay there. They're going to move to the top or towards the top very quickly.

Yes. It just seems like you guys have had success quickly backfilling that $150 million throughout the year. So I was just curious beyond that. But, last one for me, I'm just curious, what percent of your leases are CPI based?

Yes. Almost all of them. I mean, if we give a short-term a fixed ramp, that might be there, but then ultimately it goes to CPI based, the vast majority are.

Okay, thank you.

Thank you.

There are no further questions at this time. I will now turn the call back over to Dave Sedgwick.

Oh, thank you. Well, we really appreciate everybody's support and questions. And as always, if there's anything else that you'd like to talk to about, you know, where to reach us. Have a great weekend.

This concludes today's conference call. You may now disconnect.