8-K
CareTrust REIT, Inc. (CTRE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 1, 2024
CareTrust REIT, Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 001-36181 | 46-3999490 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
Registrant’s telephone number, including area code: (949) 542-3130
| 905 Calle Amanecer, Suite 300, San Clemente, CA | 92673 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | CTRE | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 1, 2024, CareTrust REIT, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s supplemental financial information for the second quarter ended June 30, 2024 is attached hereto as Exhibit 99.2 and is incorporated herein by reference. A copy of the supplemental financial information is also available on the “Investors” section of the Company’s website at www.caretrustreit.com.
Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|---|
| Exhibits | Description |
| --- | --- |
| 99.1 | Press Release of the Company, dated August 1, 2024 |
| 99.2 | Supplemental financial information for the quarter ended June 30, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 1, 2024 | CARETRUST REIT, INC. | |
|---|---|---|
| By: | /s/ William M. Wagner | |
| William M. Wagner | ||
| Chief Financial Officer and Treasurer |
Document
Exhibit 99.1
CareTrust REIT Announces Second Quarter 2024 Operating Results
Conference Call Scheduled for Friday, August 2, 2024 at 1:00 pm ET
SAN CLEMENTE, Calif., August 1, 2024 (BUSINESS WIRE) -- CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended June 30, 2024, as well as other recent events.
For the quarter, CareTrust REIT reported:
•Investments of $267.7 million during the quarter at an estimated stabilized yield of 9.9%;
•12.1 million shares sold under its ATM Program for gross proceeds of $306.5 million;
•98.3% of contractual rent and interest collected;
•Net income of $10.8 million and net income per share of $0.07;
•Net Debt to Annualized Normalized Run Rate EBITDA of 0.4x;
•Normalized FFO of $52.5 million and normalized FFO per share of $0.36;
•Normalized FAD of $54.0 million and normalized FAD per share of $0.37;
•A quarterly dividend of $0.29 per share, representing a payout ratio of approximately 78% on normalized FAD; and
•Year-over-year market cap growth of 84%.
Since quarter end, CareTrust REIT reported:
•Investments totaling approximately $378 million at an estimated stabilized yield of 8.7% and $764.5 million year-to-date at an estimated stabilized yield of 9.5%;
•Investment pipeline of approximately $270 million of triple-net skilled nursing real estate acquisitions; and
•Cash on hand of approximately $100 million to complement a fully undrawn $600 million line of credit.
CareTrust’s President and Chief Executive Officer, Dave Sedgwick, commented on the Company’s 2024 second quarter results. “We were happy to celebrate our ten-year anniversary milestone in June with a record-breaking annual investment milestone and a total shareholder return of 247% since inception. And, we are thrilled to see the momentum build with a major transaction announced today and a reloaded pipeline of $270 million of real estate acquisitions.” Mr. Sedgwick continued, “I’m not sure what’s more remarkable, that we have hit $765 million in new investments year-to-date or that it feels like we’re just getting started.”
Financial Results for Quarter Ended June 30, 2024
Chief Financial Officer, Bill Wagner, reported that, for the second quarter, CareTrust reported net income of $10.8 million, or $0.07 per diluted weighted-average common share, normalized FFO of $52.5 million, or $0.36 per diluted weighted-average common share, and normalized FAD of $54.0 million, or $0.37 per diluted weighted-average common share.
Liquidity
As of quarter end, CareTrust reported net debt-to-annualized normalized run rate EBITDA of 0.4x, which is below the Company's target leverage range of 4.0x to 5.0x, and a net debt-to-enterprise value of approximately 2.6%. Mr. Wagner stated that, as of today, the Company has no borrowings outstanding on its $600 million revolving credit line, with no scheduled debt maturities prior to 2026. He also disclosed that CareTrust currently has approximately $100 million in cash on hand. During the second quarter of 2024, the Company sold 12.1 million shares under the ATM Program at a weighted average sales price of $25.24 for gross proceeds of $306.5 million. As of June 30, 2024, the Company had $193.5 million available for future issuances under the ATM Program. "We have continued to use our ATM Program to take advantage of a current cost of equity that allows us to fund a replenishing pipeline of accretive investment opportunities," said Mr. Wagner.
Guidance Updated
The Company updated guidance for 2024, with Mr. Wagner projecting on a per-diluted weighted-average common share basis net income of approximately $0.86 to $0.88, normalized FFO of approximately $1.46 to $1.48, and normalized FAD of approximately $1.50 to $1.52. He noted that the 2024 guidance is based on a diluted weighted-average common share count of 146.9 million shares, and assumes the following:
•All investments year-to-date;
•No new investments;
•Dispositions and loan repayments made to date;
•No new dispositions or loan repayments beyond those completed or announced to date;
•No new debt incurrences or new equity issuances; and
•Estimated 2.5% CPI-based rent escalators under CareTrust's long-term net leases.
Dividend Maintained
During the quarter, CareTrust declared a quarterly dividend of $0.29 per common share. On an annualized basis, the payout ratio was approximately 81% based on second quarter 2024 normalized FFO, and 78% based on second quarter 2024 normalized FAD.
Conference Call
A conference call will be held on Friday, August 2, 2024, at 1:00 p.m. Eastern Time (10:00 a.m. Pacific Time), during which CareTrust’s management will discuss second quarter 2024 results, recent developments and other matters. The toll-free dial-in number is 1 (800) 715-9871 or toll dial-in number is 1 (646) 307-1963 and the conference ID number is 2243604. To listen to the call online, or to view any financial or other statistical information required by SEC Regulation G, please visit the Investors section of the CareTrust REIT website at http://investor.caretrustreit.com. This call will be recorded, and will be available for replay via the website for 30 days following the call.
About CareTrustTM
CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. With a nationwide portfolio of long-term net-leased properties, and a growing portfolio of quality operators leasing them, CareTrust REIT is pursuing both external and organic growth opportunities across the United States. More information about CareTrust REIT is available at www.caretrustreit.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995:
This press release contains, and the related conference call will include, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company’s intent, belief or expectations, including, but not limited to, statements regarding the following: future financial and financing plans; strategies related to the Company's business and its portfolio, including acquisition opportunities and disposition plans; growth prospects; operating and financial performance; expectations regarding the settlement of ATM forward contracts and the making of distributions and payment of dividends; and the performance of the Company’s tenants and operators and their respective facilities.
Words such as “anticipate,” “believe,” “could,” “expect,” “estimate,” “intend,” “may,” “plan,” “seek,” “should,” “will,” “would,” and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements, though not all forward-looking statements contain these identifying words. The Company’s forward-looking statements are based on management’s current expectations and beliefs, and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although the Company believes that the assumptions underlying these forward-looking statements are reasonable, they are not guarantees and the Company can give no assurance that its expectations will be attained. Factors which could have a material adverse effect on the Company’s operations and future prospects or which could cause actual results to differ materially from expectations include, but are not limited to: (i) the ability and willingness of our tenants to meet and/or perform their obligations under the triple-net leases we have entered into with them, including without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (ii) the risk that we may have to incur additional impairment charges related to our assets held for sale if we are unable to sell such assets at the prices we expect; (iii) the impact of healthcare reform legislation, including minimum staffing level requirements, on the operating results and financial conditions of our tenants; (iv) the ability of our tenants to comply with applicable laws, rules and regulations in the operation of the properties we lease to them; (v) the ability and willingness of our tenants to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant, as well as any obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant; (vi) the availability of and the ability to identify (a) tenants who meet our credit and operating standards, and (b) suitable acquisition opportunities and the ability to acquire and lease the respective properties to such tenants on favorable terms; (vii) the ability to generate sufficient cash flows to service our outstanding indebtedness; (viii) access to debt and equity capital markets; (ix) fluctuating interest rates; (x) the impact of public health crises, including significant COVID-19 outbreaks as well as other pandemics or epidemics; (xi) the ability to retain our key management personnel; (xii) the ability to maintain our status as a real estate investment trust (“REIT”); (xiii) changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs; (xiv) other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and (xv) any additional factors included in our Annual Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, including in the section entitled “Risk Factors” in Item 1A of such reports, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC.
This press release and the related conference call provides information about the Company's financial results as of and for the quarter ended June 30, 2024 and is provided as of the date hereof, unless specifically stated otherwise. The Company expressly disclaims any obligation to update or revise any information in this press release or the related conference call (and replays thereof), including forward-looking statements, whether to reflect any change in the Company’s expectations, any change in events, conditions or circumstances, or otherwise.
As used in this press release or the related conference call, unless the context requires otherwise, references to “CTRE,” "CareTrust," “CareTrust REIT” or the “Company” refer to CareTrust REIT, Inc. and its consolidated subsidiaries. GAAP refers to generally accepted accounting principles in the United States of America.
Contact:
CareTrust REIT, Inc.
(949) 542-3130
ir@caretrustreit.com
| CARETRUST REIT, INC. | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||
| (in thousands, except per share data) | |||||||||
| (Unaudited) | |||||||||
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | ||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||
| Revenues: | |||||||||
| Rental income | $ | 55,407 | $ | 47,745 | $ | 108,909 | $ | 93,908 | |
| Interest and other income | 13,484 | 3,808 | 23,052 | 8,251 | |||||
| Total revenues | 68,891 | 51,553 | 131,961 | 102,159 | |||||
| Expenses: | |||||||||
| Depreciation and amortization | 13,860 | 12,716 | 27,308 | 24,954 | |||||
| Interest expense | 8,679 | 11,040 | 16,907 | 20,867 | |||||
| Property taxes | 1,976 | 1,390 | 3,777 | 2,270 | |||||
| Impairment of real estate investments | 25,711 | 21,392 | 28,455 | 23,278 | |||||
| Property operating expenses | 255 | 658 | 915 | 1,621 | |||||
| General and administrative | 6,136 | 4,718 | 12,974 | 9,779 | |||||
| Total expenses | 56,617 | 51,914 | 90,336 | 82,769 | |||||
| Other loss: | |||||||||
| Gain on sale of real estate, net | 21 | 2,028 | 32 | 1,958 | |||||
| Unrealized loss on other real estate related investments, net | (1,877) | (2,151) | (2,489) | (2,605) | |||||
| Total other loss | (1,856) | (123) | (2,457) | (647) | |||||
| Net income (loss) | 10,418 | (484) | 39,168 | 18,743 | |||||
| Net loss attributable to noncontrolling interests | (340) | — | (336) | — | |||||
| Net income (loss) attributable to CareTrust REIT, Inc. | $ | 10,758 | $ | (484) | $ | 39,504 | $ | 18,743 | |
| Earnings (loss) per common share attributable to CareTrust REIT, Inc.: | |||||||||
| Basic | $ | 0.07 | $ | (0.01) | $ | 0.28 | $ | 0.19 | |
| Diluted | $ | 0.07 | $ | (0.01) | $ | 0.28 | $ | 0.19 | |
| Weighted-average number of common shares: | |||||||||
| Basic | 144,895 | 99,117 | 138,866 | 99,090 | |||||
| Diluted | 145,258 | 99,117 | 139,230 | 99,194 | |||||
| Dividends declared per common share | $ | 0.29 | $ | 0.28 | $ | 0.58 | $ | 0.56 | |
| CARETRUST REIT, INC. | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| RECONCILIATIONS OF NET INCOME (LOSS) TO NON-GAAP FINANCIAL MEASURES | |||||||||
| (in thousands) | |||||||||
| (Unaudited) | |||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||
| Net income (loss) attributable to CareTrust REIT, Inc. | $ | 10,758 | $ | (484) | $ | 39,504 | $ | 18,743 | |
| 13,860 | 12,716 | 27,308 | 24,954 | ||||||
| 8,222 | 11,040 | 16,450 | 20,867 | ||||||
| 1,406 | 924 | 3,526 | 1,860 | ||||||
| EBITDA attributable to CareTrust REIT, Inc. | 34,246 | 24,196 | 86,788 | 66,424 | |||||
| 25,711 | 21,392 | 28,455 | 23,278 | ||||||
| 361 | 831 | 1,333 | 1,965 | ||||||
| (21) | (2,028) | (32) | (1,958) | ||||||
| 1,877 | 2,151 | 2,489 | 2,605 | ||||||
| Normalized EBITDA attributable to CareTrust REIT, Inc. | 62,174 | 46,542 | $ | 119,033 | $ | 92,314 | |||
| 3,188 | 2,931 | ||||||||
| Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. | $ | 65,362 | $ | 49,473 | |||||
| Net income (loss) attributable to CareTrust REIT, Inc. | $ | 10,758 | $ | (484) | $ | 39,504 | $ | 18,743 | |
| 13,853 | 12,712 | 27,295 | 24,945 | ||||||
| 25,711 | 21,392 | 28,455 | 23,278 | ||||||
| (21) | (2,028) | (32) | (1,958) | ||||||
| Funds from Operations (FFO) attributable to CareTrust REIT, Inc. | 50,301 | 31,592 | 95,222 | 65,008 | |||||
| 361 | 831 | 1,333 | 1,965 | ||||||
| 1,877 | 2,151 | 2,489 | 2,605 | ||||||
| Normalized FFO attributable to CareTrust REIT, Inc. | $ | 52,539 | $ | 34,574 | $ | 99,044 | $ | 69,578 | |
| NET DEBT TO ANNUALIZED NORMALIZED RUN RATE EBITDA RECONCILIATION | |||||||||
| (in thousands) | |||||||||
| (Unaudited) | |||||||||
| Three Months Ended June 30, | |||||||||
| 2024 | 2023 | ||||||||
| $ | 600,000 | $ | 880,000 | ||||||
| (495,134) | (1,145) | ||||||||
| — | (131,120) | ||||||||
| Net Debt | $ | 104,866 | $ | 747,735 | |||||
| Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc.[3] | $ | 261,448 | $ | 197,892 | |||||
| Net Debt to Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. | 0.4x | 3.8x | |||||||
| [1] Interest expense and Total debt exclude the effect of the 75.0 million participation interest recorded as a secured borrowing in the consolidated balance sheets. | |||||||||
| [2] Quarterly adjustments give effect to the investments completed and loans receivable pay downs during the three months ended for the respective period as though such investments and pay downs were completed as of the beginning of the period. | |||||||||
| [3] Annualized Normalized Run Rate EBITDA is calculated as Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. for the quarter multiplied by four (4). |
All values are in US Dollars.
| CARETRUST REIT, INC. | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| RECONCILIATIONS OF NET INCOME (LOSS) TO NON-GAAP FINANCIAL MEASURES (continued) | ||||||||||
| (in thousands, except per share data) | ||||||||||
| (Unaudited) | ||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||
| Net income (loss) attributable to CareTrust REIT, Inc. | $ | 10,758 | $ | (484) | $ | 39,504 | $ | 18,743 | ||
| Real estate related depreciation and amortization | 13,853 | 12,712 | 27,295 | 24,945 | ||||||
| Amortization of deferred financing fees | 614 | 608 | 1,228 | 1,217 | ||||||
| Amortization of stock-based compensation | 1,406 | 924 | 3,526 | 1,860 | ||||||
| Straight-line rental income | 7 | 7 | 14 | 14 | ||||||
| Amortization of lease incentive | 4 | — | 4 | — | ||||||
| Amortization of below market lease intangible | (575) | — | (1,150) | — | ||||||
| Impairment of real estate investments | 25,711 | 21,392 | 28,455 | 23,278 | ||||||
| Gain on sale of real estate, net | (21) | (2,028) | (32) | (1,958) | ||||||
| Funds Available for Distribution (FAD) attributable to CareTrust REIT, Inc. | 51,757 | 33,131 | 98,844 | 68,099 | ||||||
| Property operating expenses | 361 | 831 | 1,333 | 1,965 | ||||||
| Unrealized loss on other real estate related investments, net | 1,877 | 2,151 | 2,489 | 2,605 | ||||||
| Normalized FAD attributable to CareTrust REIT, Inc. | $ | 53,995 | $ | 36,113 | $ | 102,666 | $ | 72,669 | ||
| FFO per share attributable to CareTrust REIT, Inc. | $ | 0.35 | $ | 0.32 | $ | 0.68 | $ | 0.65 | ||
| Normalized FFO per share attributable to CareTrust REIT, Inc. | $ | 0.36 | $ | 0.35 | $ | 0.71 | $ | 0.70 | ||
| FAD per share attributable to CareTrust REIT, Inc. | $ | 0.36 | $ | 0.33 | $ | 0.71 | $ | 0.69 | ||
| Normalized FAD per share attributable to CareTrust REIT, Inc. | $ | 0.37 | $ | 0.36 | $ | 0.74 | $ | 0.73 | ||
| Diluted weighted average shares outstanding [1] | 145,380 | 99,360 | 139,354 | 99,278 | ||||||
| [1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method. | ||||||||||
| CARETRUST REIT, INC. | ||||||||||
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| CONSOLIDATED STATEMENTS OF OPERATIONS - 5 QUARTER TREND | ||||||||||
| (in thousands, except per share data) | ||||||||||
| (Unaudited) | ||||||||||
| Quarter | Quarter | Quarter | Quarter | Quarter | ||||||
| Ended | Ended | Ended | Ended | Ended | ||||||
| June 30, 2023 | September 30, 2023 | December 31, 2023 | March 31, 2024 | June 30, 2024 | ||||||
| Revenues: | ||||||||||
| Rental income | $ | 47,745 | $ | 51,218 | $ | 53,473 | $ | 53,502 | $ | 55,407 |
| Interest and other income | 3,808 | 4,659 | 6,261 | 9,568 | 13,484 | |||||
| Total revenues | 51,553 | 55,877 | 59,734 | 63,070 | 68,891 | |||||
| Expenses: | ||||||||||
| Depreciation and amortization | 12,716 | 13,034 | 13,211 | 13,448 | 13,860 | |||||
| Interest expense | 11,040 | 11,750 | 8,266 | 8,228 | 8,679 | |||||
| Property taxes | 1,390 | 2,167 | 1,733 | 1,801 | 1,976 | |||||
| Impairment of real estate investments | 21,392 | 8,232 | 4,791 | 2,744 | 25,711 | |||||
| Property operating expenses | 658 | 1,239 | 563 | 660 | 255 | |||||
| General and administrative | 4,718 | 5,519 | 6,507 | 6,838 | 6,136 | |||||
| Total expenses | 51,914 | 41,941 | 35,071 | 33,719 | 56,617 | |||||
| Other (loss) income: | ||||||||||
| Gain on sale of real estate, net | 2,028 | — | 260 | 11 | 21 | |||||
| Unrealized (loss) gain on other real estate related investments, net | (2,151) | (5,251) | 1,371 | (612) | (1,877) | |||||
| Total other (loss) income | (123) | (5,251) | 1,631 | (601) | (1,856) | |||||
| Net (loss) income | (484) | 8,685 | 26,294 | 28,750 | 10,418 | |||||
| Net (loss) income attributable to noncontrolling interests | — | (11) | (2) | 4 | (340) | |||||
| Net (loss) income attributable to CareTrust REIT, Inc. | $ | (484) | $ | 8,696 | $ | 26,296 | $ | 28,746 | $ | 10,758 |
| Diluted (loss) earnings per share attributable to CareTrust REIT, Inc. | $ | (0.01) | $ | 0.08 | $ | 0.22 | $ | 0.22 | $ | 0.07 |
| Diluted weighted average shares outstanding | 99,117 | 104,311 | 121,684 | 133,202 | 145,258 | |||||
| CARETRUST REIT, INC. | ||||||||||
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| RECONCILIATIONS OF NET INCOME (LOSS) TO NON-GAAP FINANCIAL MEASURES - 5 QUARTER TREND | ||||||||||
| (in thousands) | ||||||||||
| (Unaudited) | ||||||||||
| Quarter | Quarter | Quarter | Quarter | Quarter | ||||||
| Ended | Ended | Ended | Ended | Ended | ||||||
| June 30, 2023 | September 30, 2023 | December 31, 2023 | March 31, 2024 | June 30, 2024 | ||||||
| Net (loss) income attributable to CareTrust REIT, Inc. | $ | (484) | $ | 8,696 | $ | 26,296 | $ | 28,746 | $ | 10,758 |
| Depreciation and amortization | 12,716 | 13,034 | 13,211 | 13,448 | 13,860 | |||||
| Interest expense | 11,040 | 11,750 | 8,266 | 8,228 | 8,222 | |||||
| Amortization of stock-based compensation | 924 | 1,519 | 1,774 | 2,120 | 1,406 | |||||
| EBITDA attributable to CareTrust REIT, Inc. | 24,196 | 34,999 | 49,547 | 52,542 | 34,246 | |||||
| Impairment of real estate investments | 21,392 | 8,232 | 4,791 | 2,744 | 25,711 | |||||
| Property operating expenses | 831 | 1,416 | 714 | 972 | 361 | |||||
| Gain on sale of real estate, net | (2,028) | — | (260) | (11) | (21) | |||||
| Unrealized loss (gain) on other real estate related investments, net | 2,151 | 5,251 | (1,371) | 612 | 1,877 | |||||
| Normalized EBITDA attributable to CareTrust REIT, Inc. | $ | 46,542 | $ | 49,898 | $ | 53,421 | $ | 56,859 | $ | 62,174 |
| Net (loss) income attributable to CareTrust REIT, Inc. | $ | (484) | $ | 8,696 | $ | 26,296 | $ | 28,746 | $ | 10,758 |
| Real estate related depreciation and amortization | 12,712 | 13,028 | 13,206 | 13,442 | 13,853 | |||||
| Impairment of real estate investments | 21,392 | 8,232 | 4,791 | 2,744 | 25,711 | |||||
| Gain on sale of real estate, net | (2,028) | — | (260) | (11) | (21) | |||||
| Funds from Operations (FFO) attributable to CareTrust REIT, Inc. | 31,592 | 29,956 | 44,033 | 44,921 | 50,301 | |||||
| Property operating expenses | 831 | 1,416 | 714 | 972 | 361 | |||||
| Unrealized loss (gain) on other real estate related investments, net | 2,151 | 5,251 | (1,371) | 612 | 1,877 | |||||
| Normalized FFO attributable to CareTrust REIT, Inc. | $ | 34,574 | $ | 36,623 | $ | 43,376 | $ | 46,505 | $ | 52,539 |
| CARETRUST REIT, INC. | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| RECONCILIATIONS OF NET INCOME (LOSS) TO NON-GAAP FINANCIAL MEASURES - 5 QUARTER TREND (continued) | ||||||||||
| (in thousands, except per share data) | ||||||||||
| (Unaudited) | ||||||||||
| Quarter | Quarter | Quarter | Quarter | Quarter | ||||||
| Ended | Ended | Ended | Ended | Ended | ||||||
| June 30, 2023 | September 30, 2023 | December 31, 2023 | March 31, 2024 | June 30, 2024 | ||||||
| Net (loss) income attributable to CareTrust REIT, Inc. | $ | (484) | $ | 8,696 | $ | 26,296 | $ | 28,746 | $ | 10,758 |
| Real estate related depreciation and amortization | 12,712 | 13,028 | 13,206 | 13,442 | 13,853 | |||||
| Amortization of deferred financing fees | 608 | 609 | 610 | 614 | 614 | |||||
| Amortization of stock-based compensation | 924 | 1,519 | 1,774 | 2,120 | 1,406 | |||||
| Straight-line rental income | 7 | 7 | 8 | 7 | 7 | |||||
| Amortization of lease incentive | — | — | — | — | 4 | |||||
| Amortization of below market lease intangible | — | — | (384) | (575) | (575) | |||||
| Impairment of real estate investments | 21,392 | 8,232 | 4,791 | 2,744 | 25,711 | |||||
| Gain on sale of real estate, net | (2,028) | — | (260) | (11) | (21) | |||||
| Funds Available for Distribution (FAD) attributable to CareTrust REIT, Inc. | 33,131 | 32,091 | 46,041 | 47,087 | 51,757 | |||||
| Property operating expenses | 831 | 1,416 | 714 | 972 | 361 | |||||
| Unrealized loss (gain) on other real estate related investments, net | 2,151 | 5,251 | (1,371) | 612 | 1,877 | |||||
| Normalized FAD attributable to CareTrust REIT, Inc. | $ | 36,113 | $ | 38,758 | $ | 45,384 | $ | 48,671 | $ | 53,995 |
| FFO per share attributable to CareTrust REIT, Inc. | $ | 0.32 | $ | 0.29 | $ | 0.36 | $ | 0.34 | $ | 0.35 |
| Normalized FFO per share attributable to CareTrust REIT, Inc. | $ | 0.35 | $ | 0.35 | $ | 0.36 | $ | 0.35 | $ | 0.36 |
| FAD per share attributable to CareTrust REIT, Inc. | $ | 0.33 | $ | 0.31 | $ | 0.38 | $ | 0.35 | $ | 0.36 |
| Normalized FAD per share attributable to CareTrust REIT, Inc. | $ | 0.36 | $ | 0.37 | $ | 0.37 | $ | 0.37 | $ | 0.37 |
| Diluted weighted average shares outstanding [1] | 99,360 | 104,422 | 121,854 | 133,328 | 145,380 | |||||
| [1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method. | ||||||||||
| CARETRUST REIT, INC. | ||||||||||
| --- | --- | --- | --- | --- | ||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||||
| (in thousands) | ||||||||||
| (Unaudited) | ||||||||||
| June 30, 2024 | December 31, 2023 | |||||||||
| Assets: | ||||||||||
| Real estate investments, net | $ | 1,706,231 | $ | 1,567,119 | ||||||
| Other real estate related investments (including accrued interest of 3,540 and 1,727 as of June 30, 2024 and December 31, 2023, respectively) | 433,532 | 180,368 | ||||||||
| Assets held for sale | 28,753 | 15,011 | ||||||||
| Cash and cash equivalents | 495,134 | 294,448 | ||||||||
| Accounts and other receivables | 1,096 | 395 | ||||||||
| Prepaid expenses and other assets, net | 30,502 | 23,337 | ||||||||
| Deferred financing costs, net | 3,506 | 4,160 | ||||||||
| $ | 2,698,754 | $ | 2,084,838 | |||||||
| Liabilities and Equity: | ||||||||||
| Senior unsecured notes payable, net | $ | 396,483 | $ | 396,039 | ||||||
| Senior unsecured term loan, net | 199,665 | 199,559 | ||||||||
| Secured borrowing | 75,000 | — | ||||||||
| Accounts payable, accrued liabilities and deferred rent liabilities | 37,112 | 33,992 | ||||||||
| Dividends payable | 44,721 | 36,531 | ||||||||
| 752,981 | 666,121 | |||||||||
| Equity: | ||||||||||
| Common stock | 1,539 | 1,300 | ||||||||
| Additional paid-in capital | 2,456,187 | 1,883,147 | ||||||||
| Cumulative distributions in excess of earnings | (514,037) | (467,628) | ||||||||
| 1,943,689 | 1,416,819 | |||||||||
| Non-controlling interests | 2,084 | 1,898 | ||||||||
| 1,945,773 | 1,418,717 | |||||||||
| $ | 2,698,754 | $ | 2,084,838 |
All values are in US Dollars.
| CARETRUST REIT, INC. | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||
| (in thousands) | ||||||||||||||
| (Unaudited) | ||||||||||||||
| For the Six Months Ended June 30, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net income | $ | 39,168 | $ | 18,743 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization (including below-market ground leases) | 27,337 | 24,983 | ||||||||||||
| Amortization of deferred financing costs | 1,228 | 1,217 | ||||||||||||
| Unrealized loss on other real estate related investments, net | 2,489 | 2,605 | ||||||||||||
| Amortization of stock-based compensation | 3,526 | 1,860 | ||||||||||||
| Straight-line rental income | 14 | 14 | ||||||||||||
| Amortization of lease incentive | 4 | — | ||||||||||||
| Amortization of below market rent | (1,150) | — | ||||||||||||
| Noncash interest income | (1,813) | 184 | ||||||||||||
| Gain on sale of real estate, net | (32) | (1,958) | ||||||||||||
| Impairment of real estate investments | 28,455 | 23,278 | ||||||||||||
| Change in operating assets and liabilities: | ||||||||||||||
| Accounts and other receivables | (719) | 14 | ||||||||||||
| Prepaid expenses and other assets, net | (983) | (330) | ||||||||||||
| Accounts payable, accrued liabilities and deferred rent liabilities | 4,271 | (3,624) | ||||||||||||
| Net cash provided by operating activities | 101,795 | 66,986 | ||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Acquisitions of real estate, net of deposits applied | (204,554) | (172,453) | ||||||||||||
| Purchases of equipment, furniture and fixtures and improvements to real estate | (1,323) | (6,380) | ||||||||||||
| Investment in real estate related investments and other loans receivable | (244,825) | (27,262) | ||||||||||||
| Preferred equity investments | (9,000) | — | ||||||||||||
| Principal payments received on real estate related investments and other loans receivable | — | 15,287 | ||||||||||||
| Escrow deposits for potential acquisitions of real estate | (9,075) | (300) | ||||||||||||
| Net proceeds from sales of real estate | 140 | 14,464 | ||||||||||||
| Net cash used in investing activities | (468,637) | (176,644) | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from the issuance of common stock, net | 572,236 | (629) | ||||||||||||
| Proceeds from the secured borrowing | 75,000 | — | ||||||||||||
| Borrowings under unsecured revolving credit facility | — | 155,000 | ||||||||||||
| Payments of deferred financing costs | (24) | (21) | ||||||||||||
| Net-settle adjustment on restricted stock | (2,483) | (1,479) | ||||||||||||
| Dividends paid on common stock | (77,723) | (55,246) | ||||||||||||
| Contributions from noncontrolling interests | 576 | — | ||||||||||||
| Distributions to noncontrolling interests | (54) | — | ||||||||||||
| Net cash provided by financing activities | 567,528 | 97,625 | ||||||||||||
| Net increase (decrease) in cash and cash equivalents | 200,686 | (12,033) | ||||||||||||
| Cash and cash equivalents as of the beginning of period | 294,448 | 13,178 | ||||||||||||
| Cash and cash equivalents as of the end of period | $ | 495,134 | $ | 1,145 | ||||||||||
| CARETRUST REIT, INC. | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| DEBT SUMMARY | ||||||||||||||
| (dollars in thousands) | ||||||||||||||
| (Unaudited) | ||||||||||||||
| June 30, 2024 | ||||||||||||||
| Interest | Maturity | % of | Deferred | Net Carrying | ||||||||||
| Debt | Rate | Date | Principal | Principal | Loan Costs | Value | ||||||||
| Fixed Rate Debt | ||||||||||||||
| Senior unsecured notes payable | 3.875 | % | 2028 | $ | 400,000 | 66.7 | % | $ | (3,517) | $ | 396,483 | |||
| Floating Rate Debt | ||||||||||||||
| Senior unsecured term loan | 6.942 | % | [1] | 2026 | 200,000 | 33.3 | % | (335) | 199,665 | |||||
| Unsecured revolving credit facility | — | % | [2] | 2027 | [3] | — | — | % | — | [4] | — | |||
| 6.942 | % | 200,000 | 33.3 | % | (335) | 199,665 | ||||||||
| Total Debt | 4.897 | % | $ | 600,000 | 100.0 | % | $ | (3,852) | $ | 596,148 | ||||
| [1] Funds can be borrowed at applicable SOFR plus 1.50% to 2.20% or at the Base Rate (as defined) plus 0.50% to 1.20%. | ||||||||||||||
| [2] Funds can be borrowed at applicable SOFR plus 1.10% to 1.55% or at the Base Rate (as defined) plus 0.10% to 0.55%. | ||||||||||||||
| [3] Maturity date does not assume exercise of two 6-month extension options. | ||||||||||||||
| [4] Deferred financing fees are not shown net for the unsecured revolving credit facility and are included in assets on the balance sheet. | ||||||||||||||
| CARETRUST REIT, INC. | ||||||||||||||
| --- | --- | |||||||||||||
| RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES | ||||||||||||||
| (shares in thousands) | ||||||||||||||
| (Unaudited) | ||||||||||||||
| 2024 Guidance Updated | ||||||||||||||
| Full Year 2024 Guidance[1] | ||||||||||||||
| Low | High | |||||||||||||
| Net income attributable to CareTrust REIT, Inc. | $ | 0.86 | $ | 0.88 | ||||||||||
| Real estate related depreciation and amortization | 0.38 | 0.38 | ||||||||||||
| Impairment of real estate investment | 0.19 | 0.19 | ||||||||||||
| (Gain) loss on sale of real estate | — | — | ||||||||||||
| Funds from Operations (FFO) attributable to CareTrust REIT, Inc. | 1.43 | 1.45 | ||||||||||||
| Property operating expenses | 0.01 | 0.01 | ||||||||||||
| Unrealized loss on other real estate related investments, net | 0.02 | 0.02 | ||||||||||||
| Normalized FFO attributable to CareTrust REIT, Inc. | $ | 1.46 | $ | 1.48 | ||||||||||
| Net income attributable to CareTrust REIT, Inc. | $ | 0.86 | $ | 0.88 | ||||||||||
| Real estate related depreciation and amortization | 0.38 | 0.38 | ||||||||||||
| Amortization of deferred financing fees | 0.02 | 0.02 | ||||||||||||
| Amortization of stock-based compensation | 0.04 | 0.04 | ||||||||||||
| Straight-line rental income | — | — | ||||||||||||
| Amortization of below market lease intangible | (0.02) | (0.02) | ||||||||||||
| Impairment of real estate investment | 0.19 | 0.19 | ||||||||||||
| (Gain) loss on sale of real estate | — | — | ||||||||||||
| Funds Available for Distribution (FAD) attributable to CareTrust REIT, Inc. | 1.47 | 1.49 | ||||||||||||
| Property operating expenses | 0.01 | 0.01 | ||||||||||||
| Unrealized loss on other real estate related investments, net | 0.02 | 0.02 | ||||||||||||
| Normalized FAD attributable to CareTrust REIT, Inc. | $ | 1.50 | $ | 1.52 | ||||||||||
| Weighted average shares outstanding: | ||||||||||||||
| Diluted | 146,868 | 146,868 | ||||||||||||
| [1]This guidance assumes and includes (i) all investments, dispositions and loan repayments made to date, (ii) no new investments, dispositions, new loans or loan repayments beyond those completed or announced to date, (iii) no new debt incurrences or new equity issuances, and (iv) estimated 2.5% CPI-based rent escalators under CareTrust's long-term net leases. |
Non-GAAP Financial Measures
EBITDA attributable to CareTrust REIT, Inc. represents net income (loss) attributable to CareTrust REIT, Inc. before interest expense (including amortization of deferred financing costs), amortization of stock-based compensation, and depreciation and amortization. Normalized EBITDA attributable to CareTrust REIT, Inc. represents EBITDA attributable to CareTrust REIT, Inc. as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of core operating performance, such as recovery of previously reversed rent, lease termination revenue, property operating expenses, gains or losses from dispositions of real estate, real estate impairment charges, provision for loan losses, non-routine transaction costs, loss on extinguishment of debt, unrealized loss on other real estate related investments and provision for doubtful accounts and lease restructuring, as applicable. EBITDA attributable to CareTrust REIT, Inc. and Normalized EBITDA attributable to CareTrust REIT, Inc. do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. EBITDA attributable to CareTrust REIT, Inc. and Normalized EBITDA attributable to CareTrust REIT, Inc. do not purport to be indicative of cash available to fund future cash requirements, including the Company’s ability to fund capital expenditures or make payments on its indebtedness. Further, the Company’s computation of EBITDA and Normalized EBITDA may not be comparable to EBITDA and Normalized EBITDA reported by other REITs.
Funds from Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“Nareit”), and Funds Available for Distribution (“FAD”) are important non-GAAP supplemental measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets requires straight-line depreciation except on land, such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values have historically risen or fallen with market and other conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative. Thus, Nareit created FFO as a supplemental measure of operating performance for REITs that excludes historical cost depreciation and amortization, among other items, from net income, as defined by GAAP.
FFO is defined by Nareit as net income computed in accordance with GAAP, excluding gains or losses from dispositions of real estate investments, real estate related depreciation and amortization and real estate impairment charges, and adjustments for unconsolidated partnerships and joint ventures. The Company computes FFO attributable to CareTrust REIT, Inc. in accordance with Nareit’s definition.
FAD attributable to CareTrust REIT, Inc. is defined as FFO attributable to CareTrust REIT, Inc. excluding noncash income and expenses, such as amortization of stock-based compensation, amortization of deferred financing fees, amortization of above and below market intangibles, amortization of lease incentives and the effects of straight-line rent. The Company considers FAD attributable to CareTrust REIT, Inc. to be a useful supplemental measure to evaluate the Company’s operating results excluding these income and expense items to help investors, analysts and other interested parties compare the operating performance of the Company between periods or as compared to other companies on a more consistent basis.
In addition, the Company reports Normalized FFO attributable to CareTrust REIT, Inc. and Normalized FAD attributable to CareTrust REIT, Inc., which adjust FFO and FAD for certain revenue and expense items that the Company does not believe are indicative of its ongoing operating results, such as provision for loan losses, non-routine transaction costs, provision for doubtful accounts and lease restructuring, loss on extinguishment of debt, unrealized loss on other real estate related investments, recovery of previously reversed rent, lease termination revenue and property operating expenses. By excluding these items, investors, analysts and our management can compare Normalized FFO and Normalized FAD between periods more consistently.
While FFO, Normalized FFO, FAD and Normalized FAD are relevant and widely-used measures of operating performance among REITs, they do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. FFO, Normalized FFO, FAD and Normalized FAD do not purport to be indicative of cash available to fund future cash requirements.
Further, the Company’s computation of FFO, Normalized FFO, FAD and Normalized FAD may not be comparable to FFO, Normalized FFO, FAD and Normalized FAD reported by other REITs that do not define FFO in accordance with the current Nareit definition or that interpret the current Nareit definition or define FAD differently than the Company does.
The Company also discloses Net Debt to Annualized Normalized Run Rate EBITDA, which compares the Company’s Net Debt as of the last day of the quarter to the Annualized Run Rate EBITDA attributable to CareTrust REIT, Inc. for the quarter. Net Debt is defined as the Company’s Total Debt as of the last day of the specified quarter adjusted to exclude the Company’s cash, cash equivalents, restricted cash and escrow deposits on acquisition of real estate as of such date as well as the net proceeds from the expected settlement of shares sold under equity forward contracts through the Company’s ATM Program that are outstanding as of such date. Normalized Run Rate EBITDA represents Normalized EBITDA, adjusted to give effect to the investments completed during the three months ended for the respective period as though such investments were completed as of the beginning of the period. Annualized Normalized Run Rate EBITDA is calculated as Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. for the specified quarter multiplied by four.
The Company believes that net income attributable to CareTrust REIT, Inc., as defined by GAAP, is the most appropriate earnings measure. The Company also believes that the use of EBITDA, Normalized EBITDA, FFO, Normalized FFO, FAD and Normalized FAD, combined with the required GAAP presentations, improves the understanding of operating results of REITs among investors and makes comparisons of operating results among such companies more meaningful. The Company considers EBITDA and Normalized EBITDA, in each case attributable to CareTrust REIT, Inc., useful in understanding the Company’s operating results independent of its capital structure, indebtedness and other charges that are not indicative of its ongoing results, thereby allowing for a more meaningful comparison of operating performance between periods and against other REITs. The Company considers FFO, Normalized FFO, FAD and Normalized FAD, in each case attributable to CareTrust REIT, Inc., to be useful measures for reviewing comparative operating and financial performance because, by excluding gains or losses from real estate dispositions, impairment charges and real estate related depreciation and amortization, and, for FAD and Normalized FAD, by excluding noncash income and expenses such as amortization of stock-based compensation, amortization of deferred financing fees, and the effects of straight-line rent, FFO, Normalized FFO, FAD and Normalized FAD can help investors compare the Company’s operating performance between periods and to other REITs. The Company believes that the disclosure of Net Debt to Annualized Normalized Run Rate EBITDA provides a useful measure to investors to evaluate the credit strength of the Company and its ability to service its debt obligations and to compare the Company’s credit strength to prior reporting periods and to other companies without the effect of charges that are not indicative of the Company’s ongoing performance or that could obscure the Company’s actual credit quality and after considering the effect of investments occurring during the period.
exhibit992-ctreq22024fin
Financial Supplement Second Quarter 2024 Exhibit 99.2
Disclaimers 02 This supplement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the following: future financial and financing plans; strategies related to the Company's business and its portfolio, including acquisition opportunities and disposition plans; growth prospects, operating and financial performance, expectations regarding the making of distributions, payment of dividends, and the performance of our operators and their respective facilities. Words such as “anticipate,” “believe,” “could,” "expect,” “estimate,” “intend,” “may,” “plan,” “seek,” “should,” “will,” “would,” and similar expressions, or the negative of these terms, are intended to identify such forward- looking statements, though not all forward-looking statements contain these identifying words. Our forward- looking statements are based on our current expectations and beliefs, and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although we believe that the assumptions underlying these forward-looking statements are reasonable, they are not guarantees and we can give no assurance that our expectations will be attained. Factors which could have a material adverse effect on our operations and future prospects or which could cause actual results to differ materially from expectations include, but are not limited to: (i) the ability and willingness of our tenants to meet and/or perform their obligations under the triple-net leases we have entered into with them, including, without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (ii) the risk that we may have to incur additional impairment charges related to our assets held for sale if we are unable to sell such assets at the prices we expect; (iii) the impact of healthcare reform legislation, including minimum staffing level requirements, on the operating results and financial conditions of our tenants; (iv) the ability of our tenants to comply with applicable laws, rules and regulations in the operation of the properties we lease to them; (v) the ability and willingness of our tenants to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant, as well as any obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant; (vi) the availability of and the ability to identify (a) tenants who meet our credit and operating standards, and (b) suitable acquisition opportunities, and the ability to acquire and lease the respective properties to such tenants on favorable terms; (vii) the ability to generate sufficient cash flows to service our outstanding indebtedness; (viii) access to debt and equity capital markets; (ix) fluctuating interest rates; (x) the impact of public health crises, including significant COVID-19 outbreaks as well as other pandemics or epidemics; (xi) the ability to retain our key management personnel; (xii) the ability to maintain our status as a real estate investment trust (“REIT”); (xiii) changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs; (xiv) other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and (xv) any additional factors included in our Annual Report on Form 10-K for the year ended December 31, 2023, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024, including in the sections entitled “Risk Factors” in Item 1A of such reports, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the "SEC"). This supplement contains certain non-GAAP financial information relating to CareTrust REIT including EBITDA, Normalized EBITDA, FFO, Normalized FFO, FAD, Normalized FAD, and certain related ratios. Explanatory footnotes and a glossary explaining this non-GAAP information are included in this supplement. Reconciliations of these non-GAAP measures are also included in this supplement or on our website. See “Financials and Filings – Quarterly Results” on the Investors section of our website at investor.caretrustreit.com. Non-GAAP financial information does not represent financial performance under GAAP and should not be considered in isolation, as a measure of liquidity, as an alternative to net income, or as an indicator of any other performance measure determined in accordance with GAAP. You should not rely on non-GAAP financial information as a substitute for GAAP financial information, and should recognize that non-GAAP information presented herein may not compare to similarly-termed non-GAAP information of other companies (i.e., because they do not use the same definitions for determining any such non-GAAP information). This supplement also includes certain information regarding operators of our properties (such as EBITDARM Coverage, EBITDAR Coverage, and Occupancy), most of which are not subject to audit or SEC reporting requirements. The operator information provided in this supplement has been provided by the operators. We have not independently verified this information, but have no reason to believe that such information is inaccurate in any material respect. We are providing this information for informational purposes only. The Ensign Group, Inc. ("Ensign"), The Pennant Group, Inc. ("Pennant") and PACS Group, Inc. ("PACS") are subject to the registration and reporting requirements of the SEC and are required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. Ensign’s, Pennant's and PACS' financial statements, as filed with the SEC, can be found at the SEC's website at www.sec.gov. This supplement provides information about our financial results as of and for the quarter ended June 30, 2024 and is provided as of the date hereof, unless specifically stated otherwise. We expressly disclaim any obligation to update or revise any information in this supplement (including forward-looking statements), whether to reflect any change in our expectations, any change in events, conditions or circumstances, or otherwise. As used in this supplement, unless the context requires otherwise, references to “CTRE,” “CareTrust,” “CareTrust REIT” or the “Company” refer to CareTrust REIT, Inc. and its consolidated subsidiaries. GAAP refers to generally accepted accounting principles in the United States of America.
Table of Contents CONTACT INFORMATION 03 CareTrust REIT, Inc. 905 Calle Amanecer, Suite 300 San Clemente, CA 92673 (949) 542-3130 ir@caretrustreit.com www.CareTrustReit.com Transfer Agent Broadridge Corporate Issuer Solutions P.O. Box 1342 Brentwood, NY 11717 (800) 733-1121 shareholder@broadridge.com Bayshire Carlsbad (Carlsbad, CA) COMPANY PROFILE 04 COMPANY SNAPSHOT 05 INVESTMENTS 06 PORTFOLIO OVERVIEW 07-14 Top 10 Tenants Lease Coverage Portfolio Performance Rent Diversification by Tenant Geographic Diversification Diversification by State Lease Maturities Tenant Purchase Options Other Real Estate Investments FINANCIAL OVERVIEW 15-24 Consolidated Statements of Operations Reconciliation of EBITDA, FFO and FAD Consolidated Balance Sheets Key Debt Metrics Debt Summary Debt Covenants 2024 Guidance Equity Capital Transactions Other Financial Highlights GLOSSARY 25-26
Company Profile MANAGEMENT Dave Sedgwick – Chief Executive Officer Bill Wagner - Chief Financial Officer James Callister - Chief Investment Officer CareTrust REIT is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, development and leasing of seniors housing and healthcare-related properties. CareTrust REIT generates revenues primarily by leasing properties to a diverse group of local, regional and national seniors housing operators, healthcare services providers, and other healthcare-related businesses. Since its debut as a standalone public company on June 1, 2014, and as of June 30, 2024, CareTrust REIT has expanded its tenant roster to 24 operators, and has grown its real estate portfolio to 213 net-leased healthcare properties across 27 states, consisting of 23,613 operating beds/units, excluding 20 properties classified as held for sale as of June 30, 2024 and two facilities which are in the process of being repurposed. As of June 30, 2024, CareTrust REIT also had 15 other real estate related investments related to 72 healthcare properties across 8 states, consisting of 8,882 operating beds/ units. BOARD OF DIRECTORS Diana Laing - Chair Anne Olson Spencer Plumb Dave Sedgwick Careina Williams EQUITY ANALYST COVERAGE* Baird - Wes Golladay | (216) 737-7510 BMO Capital Markets - Juan Sanabria | (312) 845-4074 Deutsche Bank - Omotayo Okusanya | (212) 250-9284 Jefferies - Joe Dickstein | (212) 778-8771 KeyBanc Capital Markets - Austin Wurschmidt | (917) 368-2311 Raymond James - Jonathan Hughes | (727) 567-2438 RBC Capital Markets - Michael Carroll | (440) 715-2649 Wedbush - Richard Anderson | (212) 931-7001 Wells Fargo - John Kilichowski | (212) 214-5311 * This information is provided as of August 1, 2024. This list may be incomplete and is subject to change as firms initiate or discontinue coverage of CareTrust. Please note that any opinions, estimates, or forecasts regarding our historical or predicted performance made by these analysts are theirs alone and do not represent opinions, estimates, or forecasts of CareTrust or our management. CareTrust does not by our reference or distribution of the information above imply our endorsement of or concurrence with any opinions, estimates, or forecasts of these analysts. Interested persons may obtain copies of analysts’ reports on their own as we do not distribute these reports. Several of these firms may, from time to time, own our stock and/or hold other long or short positions in our stock and may provide compensated services to us. 04
CARETRUST REIT, INC. NYSE: CTRE Market Data (as of June 30, 2024) ◦ Closing Price: $25.10 ◦ 52 Week Range: $26.43 – $19.25 ◦ Market Cap: $3.9B ◦ Enterprise Value: $4.0B ◦ Outstanding Shares: 154.209M Credit Ratings ◦ Corporate Rating: BB (positive) ◦ Senior Unsecured Notes: BB+ ◦ Corporate Rating: BB+ (stable) ◦ Senior Unsecured Notes: BB+ FitchS&P ◦ Corporate Rating: Ba1 (stable) ◦ Senior Unsecured Notes: Ba1 Moody’s $2,514M INVESTMENTS 285 PROPERTIES 32,495 OPERATING BEDS/UNITS 31 OPERATORS 30 STATES Note: Portfolio amounts presented above are as of June 30, 2024 and include properties securing our other real estate related investments. Portfolio amounts exclude 20 properties classified as held for sale as of June 30, 2024 and two facilities which are in the process of being repurposed. General Note: Totals may not add due to rounding. Snapshot 05
[1] Initial Investment for properties acquired in connection with the Company becoming public represents Ensign's and Pennant's gross book value. Initial Investment for properties acquired since inception as a public company represents CareTrust REIT’s purchase price and transaction costs and includes commitments for capital expenditures that are not rent producing. [2] Initial Operating Beds/Units as of the acquisition date. [3] Rent represents the initial annualized acquisition-date cash rent, deferred interest income on any preferred equity investments and interest income on any mortgage loans receivable, secured loans receivable and mezzanine loans, unless otherwise noted. Rent excludes ground lease income. [4] Yield represents Rent or Interest divided by Initial Investment and excludes properties not under a long-term master lease. [5] All amounts, except as otherwise indicated, include any preferred equity investments, mortgage loans receivable and mezzanine loans receivable. [6] We contributed $10.8 million to a $11.0 million JV for the purchase of one ALF. The initial yield to CareTrust REIT is 9.3%. [7] We contributed $28.1 million to a $28.8 million JV for the purchase of two Campuses. The initial yield to CareTrust REIT is 9.1%, with annual increases to base rent and to CareTrust's preferred rate of return increasing CareTrust's yield to 9.7% and 10.2% in years 2 and 3, respectively. The Bayshire master lease provides for annual fixed increases from $2.7 million in year one, to $2.9 million in year two and $3.1 million in year three, with fixed 2% annual escalators thereafter.The master lease provides for deferred rent in the first year of approximately $0.8 million to be repaid over 18 months beginning January 2025. [8] The lease provides for annual fixed increases from $2.6 million in year one (8.2% yield) to $3.0 million in year two (9.2% yield) with CPI-based annual escalators thereafter. [9] The mortgage loan provides for a purchase option. The first option period opens May 1, 2027 for three months, with two additional three month option windows. The purchase option price for the facilities will be calculated by dividing the amount of the then annual base rent by an agreed upon lease yield. [10] The lease provides for deferred rent in the first year of approximately $0.4 million to be repaid over 15 months beginning month 13. [11] The mortgage loan provides for a rate of SOFR + 4.25%, with a SOFR floor of 5.15%. Keybank is participating in $75.0 million of the initial $165.0 million loan amount at a rate of SOFR plus 2.5%, with a SOFR floor of 3.0%. On July 30, 2024, the $75.0 million participation interest with Keybank was called. The blended yield on the $165.0 million is 9.33%, which is net of a sub-servicing fee. Investments (dollars in thousands) 06 Date Operator Property Type Location Facilities Initial Investment[1] Initial Operating Beds/Units[2] Rent/Interest [3] Yield[4] 6/1/2014 The Ensign Group ALF, SNF, Campus Various 94 $ 501,673 10,053 $ 56,000 N/A 2014 Investments 6 33,609 157 3,076 9.2 % 2015 Investments 20 233,028 1,840 22,263 9.6 % 2016 Investments 35 288,023 2,800 26,084 9.1 % 2017 Investments 36 309,805 3,324 28,000 9.0 % 2018 Investments 12 111,950 1,103 9,955 8.9 % 2019 Investments 27 340,884 3,348 30,168 8.8 % 2020 Investments 17 105,267 961 9,398 8.9 % 2021 Investments 10 196,576 1,247 13,103 7.7 % 2022 Investments 29 169,163 3,351 15,213 9.0 % 2023 Investments 24 288,141 2,437 28,311 9.8 % 01/03/2024 Oxford Health Group ALF CA 1 11,036 86 1,022 9.3 % [6] 01/25/2024 Mezzanine Loan SNF MO 10 9,800 1,397 1,372 14.0 % 02/01/2024 Mezzanine Loan SNF CA 1 7,365 130 847 11.5 % 02/02/2024 Mezzanine Loan SNF VA 15 35,000 1,675 4,900 14.0 % 03/05/2024 PACS SNF / Campus MO, TX 3 55,588 234 5,003 9.0 % 04/01/2024 Bayshire Campus CA 2 28,796 316 3,060 10.6 % [7] 04/01/2024 Bayshire Campus CA 1 32,330 159 2,964 9.2 % [8] 05/01/2024 Mortgage Loan SNF TN 2 26,675 271 2,427 9.1 % [9] 06/01/2024 YAD Healthcare SNF NC, SC 5 80,911 498 7,281 9.0 % [10] 06/01/2024 Mortgage Loan SNF / Campus NC 8 90,000 1,161 9,654 10.7 % [11] 06/01/2024 Preferred Equity N/A N/A N/A 9,000 N/A 1,004 11.0 % 07/30/2024 Mortgage Loan SNF / Campus NC N/A 75,000 N/A 5,954 7.9 % [11] 08/01/2024 Mortgage Loan SNF / ALF / ILF Various 37 260,000 2,713 22,143 8.5 % 08/01/2024 Preferred Equity SNF / ALF / ILF Various N/A 43,000 N/A 4,730 11.0 % 2024 Investments 85 764,501 8,640 72,361 9.5 % Average annual investments (2015-2023)[5] 23 225,049 1,999 20,351 9.0 %
Notes: [1] EBITDAR Coverage and EBITDARM Coverage are based on financial information provided by our tenants. We have not independently verified this information, but have no reason to believe that such information is inaccurate in any material respect. Coverage metrics are based on contractual cash rents in place during the period presented unless a lease has been entered into or amended since the end of the period, in which case the current contractual rent is used. [2] Coverage metrics exclude Employee Retention Tax Credits recognized in December 2023, which would have raised EBITDAR coverage to 2.25x and 2.15x for the twelve months ended December 31, 2023, and March 31, 2024, respectively. No coverage metrics are provided for the facility transferred to Bayshire April 1, 2024. [3] No coverage metrics are provided for the facilities transferred to The Pennant Group in March 2023 as the facilities transferred are pre-stabilized. [4] No coverage metrics are provided as the facilities are pre-stabilized. [5] No coverage metrics are provided as the lease commenced June 1, 2024. See "Glossary" for additional information. Top 10 Tenants Lease Coverage 07 Twelve Months Ended December 31, 2023 Twelve Months Ended March 31, 2024 EBITDAR Coverage[1] EBITDARM Coverage[1] EBITDAR Coverage[1] EBITDARM Coverage[1] 1 The Ensign Group 3.28x 4.14x 3.29x 4.16x 2 Priority Management Group 1.24x 1.54x 1.20x 1.50x 3 PACS Group 2.73x 3.33x 2.43x 3.02x 4 Cascadia Healthcare 1.81x 2.30x 1.97x 2.48x 5 Bayshire Senior Communities[2] 1.48x 1.93x 1.39x 1.84x 6 Covenant Care 1.81x 2.52x 1.84x 2.56x 7 The Pennant Group[3] 0.84x 1.04x 0.86x 1.10x 8 Eduro Healthcare, LLC 1.02x 1.48x 1.04x 1.50x 9 Links Healthcare Group[4] — — — — 10 YAD Healthcare[5] — — — — Total Top 10 Tenants 2.31x 2.93x 2.30x 2.93x All Other Tenants 1.35x 1.78x 1.35x 1.78x Total 2.18x 2.78x 2.17x 2.78x
Portfolio Performance 08 Notes: [1] Initial Investment for properties acquired in connection with the Company becoming public represents Ensign's and Pennant's gross book value. Initial Investment for properties acquired since inception as a public company represents CareTrust REIT’s purchase price and transaction costs and includes commitments for capital expenditures that are not rent producing and impairment charges. [2] Rent represents the respective periods contractual cash rent, annualized, and presented at 100% share for consolidated entities, and excludes ground lease income and the impact of any rent abatement for recent acquisitions, if applicable. Additionally, if an existing lease was amended or restructured subsequent to the period, but prior to our filing date for the respective period, the initial or amended contractual cash rent is used. [3] Includes annualized interest from other real estate related loans and preferred equity investments. [4] All amounts exclude 20 properties classified as held for sale as of June 30, 2024 and two facilities which are in the process of being repurposed. [5] All amounts exclude 13 properties classified as held for sale as of March 31, 2024, two facilities which are in the process of being repurposed and two that are non-operational. [6] All amounts exclude our loans receivable and mezzanine loan receivable as of June 30, 2023. Additionally, amounts exclude 15 properties classified as held for sale as of June 30, 2023, two facilities which are or were in the process of being repurposed and two that are non-operational as of such date. (dollars in thousands) As of June 30, 2024 Asset Type Facilities Operating Beds/Units Investment[1] % of Total Investment Rent / Interest[2][3] % of Total Rent / Interest Current Yield Investment in Real Estate Properties Skilled Nursing 157 17,145 $ 1,527,898 60.8 % $ 159,939 62.6 % 10.5 % Multi-Service Campus 29 4,168 466,715 18.6 % 40,697 15.9 % 8.7 % Seniors Housing 27 2,300 151,404 6.0 % 16,564 6.5 % 10.9 % Total Net-Leased Assets[4] 213 23,613 $ 2,146,017 $ 217,200 10.1 % Other Real Estate Related Investments 72 8,882 367,819 14.6 % 38,318 15.0 % 10.4 % Total Other Real Estate Related Investments 72 8,882 $ 367,819 $ 38,318 10.4 % Total Investments 285 32,495 $ 2,513,836 $ 255,518 10.2 % As of March 31, 2024 Asset Type Facilities Operating Beds/Units Investment[1] % of Total Investment Rent / Interest[2][3] % of Total Rent Current Yield Skilled Nursing 152 16,658 $ 1,446,148 63.5 % $ 150,334 64.7 % 10.4 % Multi-Service Campus 26 3,687 405,838 17.8 % 36,509 15.7 % 9.0 % Seniors Housing 33 2,580 184,666 8.1 % 20,616 8.9 % 11.2 % Total Net-Leased Assets[5] 211 22,925 $ 2,036,652 $ 207,459 10.2 % Other Real Estate Related Investments 62 7,323 242,144 10.6 % 25,062 10.8 % 10.4 % Total Other Real Estate Related Investments 62 7,323 $ 242,144 $ 25,062 10.4 % Total Investments 273 30,248 $ 2,278,796 $ 232,521 10.2 % As of June 30, 2023 Asset Type Facilities Operating Beds/Units Investment[1] % of Total Investment Rent[2] % of Total Rent Current Yield Skilled Nursing 148 16,203 $ 1,357,330 70.7 % $ 142,216 72.4 % 10.5 % Multi-Service Campus 25 3,632 388,582 20.3 % 34,558 17.6 % 8.9 % Seniors Housing 32 2,476 172,740 9.0 % 19,552 10.0 % 11.3 % Total Net-Leased Assets[6] 205 22,311 $ 1,918,652 100.0 % $ 196,326 100.0 % 10.2 %
Rent Diversification by Tenant for Net-Leased Assets 09 Notes: [1] All amounts exclude 20 properties classified as held for sale as of June 30, 2024 and two facilities which are in the process of being repurposed. [2] Represents June 2024 contractual cash rent, annualized, and presented at 100% share for consolidated entities, and excludes ground lease income, if applicable. Additionally, if a lease was entered into, amended or restructured subsequent to June 30, 2024, the initial or amended contractual cash rent is used. (dollars in thousands) As of June 30, 2024[1] Net Leased Assets Operating Beds/Units Rent[2] % of Total Rent 1 The Ensign Group 100 10,672 $ 71,558 32.9 % 2 Priority Management Group 15 2,144 31,142 14.3 % 3 PACS Group 10 1,228 16,258 7.5 % 4 Cascadia Healthcare 12 1,053 13,148 6.1 % 5 Bayshire Senior Communities 9 1,264 11,953 5.5 % Total Top 5 Tenants 146 16,361 $ 144,059 66.3 % 6 Covenant Care 9 1,133 11,129 5.1 % 7 The Pennant Group 10 1,002 8,306 3.8 % 8 Eduro Healthcare, LLC 7 702 7,746 3.6 % 9 Links Healthcare Group 4 486 7,644 3.5 % 10 YAD Healthcare 5 498 6,881 3.2 % Total Top 10 Tenants 181 20,182 $ 185,765 85.5 % All Other Tenants 32 3,431 $ 31,435 14.5 % Total 213 23,613 $ 217,200 100.0 %
Geographic Diversification (% of run-rate rent and interest) 10 * Less than 1%. Note: Numbers are as of June 30, 2024 and include properties securing our other real estate related investments. Numbers exclude 20 properties classified as held for sale as of June 30, 2024 and two facilities which are in the process of being repurposed. 7% * 29% 19% 7% 6% 5% 4% 3%3% 2% 2% 2% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% * 7% * * * 1% * * *
Rent & Interest Diversification by State 11 Notes: [1] Amounts include properties securing our real estate related investments and exclude 20 properties classified as held for sale as of June 30, 2024 and two facilities which are in the process of being repurposed. [2] Represents June 2024 contractual cash rent or interest income, annualized, and presented at 100% share for consolidated entities, and excludes ground lease income, if applicable. Additionally, if a lease or loan receivable was entered into, amended or restructured subsequent to June 30, 2024, the initial or amended contractual cash rent or interest is used. (dollars in thousands) As of June 30, 2024[1] Investments by State Facilities Operating Beds/Units Rent/Interest[2] % of Total Rent/ Interest 1 California 63 7,742 $ 73,153 28.6 % 2 Texas 47 6,035 48,773 19.1 % 3 Louisiana 8 1,164 18,366 7.2 % 4 North Carolina 12 1,551 16,683 6.5 % 5 Idaho 17 1,474 15,542 6.1 % Top 5 States 147 17,966 $ 172,517 67.5 % 6 Arizona 11 1,347 13,765 5.4 % 7 West Virgina 19 1,973 9,926 3.9 % 8 Utah 13 1,374 8,056 3.2 % 9 Illinois 11 1,053 6,705 2.6 % 10 Washington 10 900 5,067 2.0 % Top 10 States 211 24,613 $ 216,036 84.5 % All Other States 74 7,882 $ 39,482 15.5 % Total 285 32,495 $ 255,518 100.0 %
Lease Maturities 12 Notes: [1] All amounts exclude our secured and mezzanine loans receivable and preferred equity investments. Additionally, amounts exclude 20 properties classified as held for sale as of June 30, 2024 and two facilities which are in the process of being repurposed. [2] Lease Maturity Year represents the scheduled expiration year of the primary term of the lease and does not include tenant extension options or purchase options, if any. [3] Rent represents June 2024 contractual cash rent, annualized, and presented at 100% share for consolidated entities, and excludes ground lease income and the impact of any rent abatement for recent acquisitions, if applicable. Additionally, if a lease was entered into, amended or restructured subsequent to June 30, 2024, the initial or amended contractual cash rent is used. Lease Maturity Year % o f T ot al R en t (dollars in thousands) As of June 30, 2024[1] Lease Maturity Year[2] Rent[3] % of Total Rent 2027 $ 5,613 2.6 % 2029 8,481 3.9 % 2030 5,235 2.4 % 2031 51,715 23.8 % 2032 23,686 10.9 % 2033 22,202 10.2 % 2034 42,310 19.5 % 2036 14,564 6.7 % 2038 34,042 15.7 % 2039 2,457 1.1 % 2044 6,895 3.2 % Total $ 217,200 100.0 % —% —% —% 2.6% —% 3.9% 2.4% 23.8% 10.9%10.2% 19.5% —% 6.7% —% 15.7% 1.1% 3.2% 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2044
Tenant Purchase Options 13 Notes: [1] Excludes a purchase option on an 11 building SNF portfolio representing 2.3% of total rent. Tenant is currently not eligible to elect the option. [2] The Company has not received notice of exercise for the option periods that are currently open. [3] Option type includes: A - Fixed base price. B- Fixed capitalization rate on lease revenue. [4] Rent represents June 2024 contractual cash rent, annualized at 100% share for consolidated entities, and excludes ground lease income and the impact of any rent abatement for recent acquisitions, if applicable. Additionally, if a lease was entered into, amended or restructured subsequent to June 30, 2024, the initial or amended contractual cash rent is used. [5] Option window is only open for six months from the option period open date. [6] Option window is open until the expiration of the lease term. [7] Purchase option reflects two option types. [8] Purchase option provides for purchase of any two of the three facilities. The current cash rent shown is an average of the range of $3.2 million to $3.4 million. [9] Purchase option window is open for nine months from the option period open date. [10] Purchase option provides for purchase of any one of the five facilities. The current cash rent shown is an average of the range of $1.0 million to $1.6 million. Provided the operator exercises its option to extend the term of the master lease, beginning on June 1, 2036, the operator shall have a purchase option for all facilities then remaining in the master lease. (dollars in thousands) As of June 30, 2024[1] Asset Type Properties Lease Expiration Option Period Open Date[2] Option Type[3] Current Cash Rent[4] % of Total Rent[4] SNF 1 March 2029 4/1/2022 [6] A / B [7] $ 858 0.38 % SNF 4 November 2034 12/1/2024 [6] A 3,988 1.77 % SNF / Campus 2 October 2032 11/1/2026 [5] B 3,314 [8] 1.47 % SNF / Campus 1 May 2034 6/1/2027 [9] B 1,293 [10] 0.57 % SNF / Campus 1 May 2034 6/1/2028 [9] B 1,293 [10] 0.57 % 4.76 %
Other Real Estate Investments 14 Notes: [1] Maturity Year represents the scheduled maturity date of the loan agreement and does not include extension options, purchase options or prepayment options, if any. [2] Rate is net of subservicing fee. See “Glossary” for additional information. (dollars in thousands) As of June 30, 2024 Mortgage Loans Maturity Year[1] Property Type Location Investment Wtg Avg Contractual Interest Rate Interest 2025 SNF CA, GA $ 36,613 9.7 % [2] $ 3,544 2026 ALF / SNF CA 9,864 10.8 % 1,066 2027 SNF / Campus Mid-Atlantic 75,000 8.5 % [2] 6,368 2028 SNF FL 15,727 9.1 % 1,435 2029 SNF / Campus NC 90,000 10.9 % [2] 9,791 2031 SNF TN 26,675 9.2 % 2,461 2033 SNF Campus / ILF CA 25,993 9.1 % 2,372 Total Mortgage Loans $ 279,872 9.7 % $ 27,037 Mezzanine Loans Maturity Year[1] Property Type Location Investment Wtg Avg Contractual Interest Rate Interest 2027 SNF MO, VA $ 44,800 14.2 % [2] $ 6,359 2029 SNF CA 7,365 11.7 % 859 2032 SNF / Campus Mid-Atlantic 25,000 11.2 % 2,788 Total Mezzanine Loans $ 77,165 13.0 % $ 10,006 Preferred Equity Investments Investment Property Type Location Investment Return Rate Return Preferred Equity SNF CA $ 1,782 15.0 % $ 271 Preferred Equity SNF / Campus NC 9,000 11.0 % 1,004 Total Preferred Equity Investments $ 10,782 $ 1,275 Total $ 367,819 $ 38,318
Consolidated Statements of Operations 15 (amounts in thousands, except per share data) For the Three Months Ended June 30, For the Six Months Ended June 30, 2024 2023 2024 2023 Revenues: Rental income $ 55,407 $ 47,745 $ 108,909 $ 93,908 Interest and other income 13,484 3,808 23,052 8,251 Total revenues 68,891 51,553 131,961 102,159 Expenses: Depreciation and amortization 13,860 12,716 27,308 24,954 Interest expense 8,679 11,040 16,907 20,867 Property taxes 1,976 1,390 3,777 2,270 Impairment of real estate investments 25,711 21,392 28,455 23,278 Property operating expenses 255 658 915 1,621 General and administrative 6,136 4,718 12,974 9,779 Total expenses 56,617 51,914 90,336 82,769 Other loss: Gain on sale of real estate, net 21 2,028 32 1,958 Unrealized loss on other real estate related investments, net (1,877) (2,151) (2,489) (2,605) Total other loss (1,856) (123) (2,457) (647) Net income (loss) 10,418 (484) 39,168 18,743 Net loss attributable to noncontrolling interests (340) — (336) — Net income (loss) attributable to CareTrust REIT, Inc. $ 10,758 $ (484) $ 39,504 $ 18,743 Earnings (loss) available to common stockholders per common share: Basic $ 0.07 $ (0.01) $ 0.28 $ 0.19 Diluted $ 0.07 $ (0.01) $ 0.28 $ 0.19 Weighted-average number of common shares: Basic 144,895 99,117 138,866 99,090 Diluted 145,258 99,117 139,230 99,194 Dividends declared per common share $ 0.29 $ 0.28 $ 0.58 $ 0.56
See "Glossary" for additional information. Reconciliation of EBITDA, FFO and FAD 16 (amounts in thousands) Quarter Ended June 30, 2023 Quarter Ended September 30, 2023 Quarter Ended December 31, 2023 Quarter Ended March 31, 2024 Quarter Ended June 30, 2024 Net (loss) income attributable to CareTrust REIT, Inc. $ (484) $ 8,696 $ 26,296 $ 28,746 $ 10,758 Depreciation and amortization 12,716 13,034 13,211 13,448 13,860 Interest expense 11,040 11,750 8,266 8,228 8,222 Amortization of stock-based compensation 924 1,519 1,774 2,120 1,406 EBITDA attributable to CareTrust REIT, Inc. 24,196 34,999 49,547 52,542 34,246 Impairment of real estate investments 21,392 8,232 4,791 2,744 25,711 Property operating expenses 831 1,416 714 972 361 Gain on sale of real estate (2,028) — (260) (11) (21) Unrealized loss (gain) on other real estate related investments, net 2,151 5,251 (1,371) 612 1,877 Normalized EBITDA attributable to CareTrust REIT, Inc. $ 46,542 $ 49,898 $ 53,421 $ 56,859 $ 62,174 Net (loss) income attributable to CareTrust REIT, Inc. $ (484) $ 8,696 $ 26,296 $ 28,746 $ 10,758 Real estate related depreciation and amortization 12,712 13,028 13,206 13,442 13,853 Impairment of real estate investments 21,392 8,232 4,791 2,744 25,711 Gain on sale of real estate (2,028) — (260) (11) (21) Funds from Operations (FFO) attributable to CareTrust REIT, Inc. 31,592 29,956 44,033 44,921 50,301 Property operating expenses 831 1,416 714 972 361 Unrealized loss (gain) on other real estate related investments, net 2,151 5,251 (1,371) 612 1,877 Normalized FFO attributable to CareTrust REIT, Inc. $ 34,574 $ 36,623 $ 43,376 $ 46,505 $ 52,539
[1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method. See "Glossary" for additional information. Reconciliation of EBITDA, FFO and FAD (continued) 17 (amounts in thousands, except per share data) Quarter Ended June 30, 2023 Quarter Ended September 30, 2023 Quarter Ended December 31, 2023 Quarter Ended March 31, 2024 Quarter Ended June 30, 2024 Net (loss) income attributable to CareTrust REIT, Inc. $ (484) $ 8,696 $ 26,296 $ 28,746 $ 10,758 Real estate related depreciation and amortization 12,712 13,028 13,206 13,442 13,853 Amortization of deferred financing fees 608 609 610 614 614 Amortization of stock-based compensation 924 1,519 1,774 2,120 1,406 Straight-line rental income 7 7 8 7 7 Amortization of lease incentives — — — — 4 Amortization of below market leases — — (384) (575) (575) Impairment of real estate investments 21,392 8,232 4,791 2,744 25,711 Gain on sale of real estate (2,028) — (260) (11) (21) Funds Available for Distribution (FAD) attributable to CareTrust REIT, Inc. 33,131 32,091 46,041 47,087 51,757 Property operating expenses 831 1,416 714 972 361 Unrealized loss (gain) on other real estate related investments, net 2,151 5,251 (1,371) 612 1,877 Normalized FAD attributable to CareTrust REIT, Inc. $ 36,113 $ 38,758 $ 45,384 $ 48,671 $ 53,995 FFO per share attributable to CareTrust REIT, Inc. $ 0.32 $ 0.29 $ 0.36 $ 0.34 $ 0.35 Normalized FFO per share attributable to CareTrust REIT, Inc. $ 0.35 $ 0.35 $ 0.36 $ 0.35 $ 0.36 FAD per share attributable to CareTrust REIT, Inc. $ 0.33 $ 0.31 $ 0.38 $ 0.35 $ 0.36 Normalized FAD per share attributable to CareTrust REIT, Inc. $ 0.36 $ 0.37 $ 0.37 $ 0.37 $ 0.37 Diluted weighted average shares outstanding [1] 99,360 104,422 121,854 133,328 145,380
Consolidated Balance Sheets 18 (amounts in thousands) June 30, 2024 December 31, 2023 Assets: Real estate investments, net $ 1,706,231 $ 1,567,119 Other real estate related investments 433,532 180,368 Assets held for sale 28,753 15,011 Cash and cash equivalents 495,134 294,448 Accounts and other receivables 1,096 395 Prepaid expenses and other assets, net 30,502 23,337 Deferred financing costs, net 3,506 4,160 Total assets $ 2,698,754 $ 2,084,838 Liabilities and Equity: Senior unsecured notes payable, net $ 396,483 $ 396,039 Senior unsecured term loan, net 199,665 199,559 Secured borrowing 75,000 — Accounts payable, accrued liabilities and deferred rent liabilities 37,112 33,992 Dividends payable 44,721 36,531 Total liabilities 752,981 666,121 Equity: Common stock 1,539 1,300 Additional paid-in capital 2,456,187 1,883,147 Cumulative distributions in excess of earnings (514,037) (467,628) Total stockholders' equity 1,943,689 1,416,819 Noncontrolling interests 2,084 1,898 Total equity 1,945,773 1,418,717 Total liabilities and equity $ 2,698,754 $ 2,084,838
Notes: [1] Net Debt to Annualized Normalized Run Rate EBITDA compares net debt as of the last day of the quarter to Annualized Normalized Run Rate EBITDA for the quarter which assumes investments closed during the quarter occurred on the first day of the quarter. Net debt is adjusted to include the net proceeds from future expected settlement of shares sold under equity forward contracts through the Company's ATM program during the applicable quarter. See “Financials – Quarterly Results” on the Investors section of our website at http://investor.caretrustreit.com for reconciliations of Normalized EBITDA and Normalized Run Rate EBITDA to the most directly comparable GAAP measure for the periods presented. [2] Net Debt to Enterprise Value compares net debt as of the last day of the quarter to CareTrust REIT’s Enterprise Value as of the last day of the quarter. [3] Assumes the net proceeds from the future expected settlement of shares sold under equity forward contracts through the Company's ATM program during the quarter reduces outstanding debt and assumes the shares were issued. See “Glossary” for additional information. Net Debt to Enterprise Value [2]Net Debt to Annualized Normalized Run Rate EBITDA [1] Key Debt Metrics 19 3.7 3.9 4.3 4.2 3.7 3.8 3.8 2.5 1.4 0.6 0.4 12/31/21 03/31/22 06/30/22 09/30/22 12/31/22 03/31/23 06/30/23 09/30/23 12/31/23 03/31/24 06/30/24 23.0% 26.6% 30.2% 30.6% 27.8% 26.2% 26.2% 16.8% 9.5% 4.1% 2.6% 12/31/21 03/31/22 06/30/22 09/30/22 12/31/22 03/31/23 06/30/23 09/30/23 12/31/23 03/31/24 06/30/24 [3] [3]
Notes: [1] Funds can be borrowed at applicable SOFR plus 1.50% to 2.20% or at the Base Rate (as defined) plus 0.50% to 1.20%. [2] Funds can be borrowed at applicable SOFR plus 1.10% to 1.55% or at the Base Rate (as defined) plus 0.10% to 0.55%. [3] Maturity date does not assume exercise of two, 6-month extension options. [4] Deferred financing fees are not shown net for the unsecured revolving credit facility and are included in assets on the balance sheet. [5] Represents the unsecured revolving credit facility if drawn in full and outstanding at maturity. Debt Maturity Schedule Debt Summary 20 — — $200,000 $600,000 $400,000 2024 2025 2026 2027 2028 Debt Maturity Year Pri nci pa l (dollars in thousands) June 30, 2024 Debt Interest Rate Maturity Date Principal % of Principal Deferred Loan Costs Net Carrying Value Fixed Rate Debt Senior unsecured notes payable 3.875 % 2028 $ 400,000 66.7 % $ (3,517) $ 396,483 Floating Rate Debt Senior unsecured term loan 6.942 % [1] 2026 200,000 33.3 % (335) 199,665 Unsecured revolving credit facility — % [2] 2027 [3] — — % — [4] — 6.942 % 200,000 33.3 % (335) 199,665 Total Debt 4.897 % $ 600,000 100.0 % $ (3,852) $ 596,148 [5]
Debt Covenants 21 June 30, 2024 Covenant Minimum Requirement Maximum Requirement Actual Status Credit Facility Covenants Consolidated Leverage Ratio 60 % 17.9 % In Compliance Consolidated Fixed Charge Coverage Ratio 1.75x 6.54x In Compliance Consolidated Tangible Net Worth ($ in thousands) 1,861,917 2,406,676 In Compliance Distribution Limitation 95 % 73 % In Compliance Secured Debt Ratio 30 % — % In Compliance Recourse (Secured) Debt Ratio 10 % — % In Compliance
Notes: [1] This guidance assumes and includes (i) all investments, dispositions and loan repayments made to date, (ii) no new acquisitions, dispositions, new loans or loan repayments beyond those completed or announced to date, (iii) no new debt incurrences or new equity issuances, and (iv) estimated 2.5% CPI- based rent escalators under CareTrust's long-term net leases. See “Glossary” for additional information. 2024 Guidance Updated 22 (shares in thousands) Full Year 2024 Guidance[1] Low High Net income attributable to CareTrust REIT, Inc. $ 0.86 $ 0.88 Real estate related depreciation and amortization 0.38 0.38 Impairment of real estate investments 0.19 0.19 (Gain) loss on sale of real estate — — Funds from Operations (FFO) attributable to CareTrust REIT, Inc. 1.43 1.45 Property operating expenses 0.01 0.01 Unrealized loss on other real estate related investments, net 0.02 0.02 Normalized FFO attributable to CareTrust REIT, Inc. $ 1.46 $ 1.48 Net income attributable to CareTrust REIT, Inc. $ 0.86 $ 0.88 Real estate related depreciation and amortization 0.38 0.38 Amortization of deferred financing fees 0.02 0.02 Amortization of stock-based compensation 0.04 0.04 Straight-line rental income — — Amortization of below market lease intangible (0.02) (0.02) Impairment of real estate investments 0.19 0.19 (Gain) loss on sale of real estate — — Funds Available for Distribution (FAD) attributable to CareTrust REIT, Inc. 1.47 1.49 Property operating expenses 0.01 0.01 Unrealized loss on other real estate related investments, net 0.02 0.02 Normalized FAD attributable to CareTrust REIT, Inc. $ 1.50 $ 1.52 Weighted average shares outstanding: Diluted 146,868 146,868
Notes: [1] Represents average offering price per share for follow-on equity offerings. [2] As of June 30, 2024, CareTrust REIT had $193.5 million available for future issuances under the ATM Program. Follow-On Equity Offering Activity At-the-Market Offering Activity Equity Capital Transactions 23 2015 2016 2019 Number of Shares (000s) 16,330 16,100 6,641 Public Offering Price per Share $ 10.50 $ 12.14 [1] $ 23.35 Gross Proceeds (000s) $ 171,465 $ 195,385 $ 155,073 2016 2017 2018 2019 2020 2021 2022 2023 2024[2] Q1 Q2 Total Number of Shares (000s) 924 10,574 10,265 2,459 — 990 2,405 30,869 11,600 12,145 23,745 Average Price per Share $ 15.31 $ 16.43 $ 17.76 $ 19.48 $ — $ 23.74 $ 20.00 $ 20.86 $ 23.55 $ 25.24 $ 24.42 Gross Proceeds (000s) $ 14,147 $ 173,760 $ 182,321 $ 47,893 $ — $ 23,505 $ 48,100 $ 643,802 $ 273,233 $ 306,534 $ 579,767
Notes: [1] Normalized FFO Payout Ratio represents dividends declared divided by Normalized FFO, in each case for the applicable quarter. [2] See “Financials - Quarterly Results” on the Investors section of our website at http://investor.caretrustreit.com for a reconciliation of Normalized FFO and Normalized FFO per Share to the most directly comparable GAAP measure for the periods presented. See Glossary for additional information. Dividend History Normalized FFO Payout Ratio [1][2] Normalized FFO per Share [2] Normalized FFO [2] (in millions) Other Financial Highlights 24 $0.265 $0.275 $0.275 $0.275 $0.275 $0.28 $0.28 $0.28 $0.28 $0.29 $0.29 12/31/21 03/31/22 06/30/22 09/30/22 12/31/22 03/31/23 06/30/23 09/30/23 12/31/23 03/31/24 06/30/24 67.9% 74.3% 74.3% 74.3% 72.4% 80.0% 80.0% 80.0% 78.0% 83.0% 81.0% 12/31/21 03/31/22 06/30/22 09/30/22 12/31/22 03/31/23 06/30/23 09/30/23 12/31/23 03/31/24 06/30/24 $0.39 $0.37 $0.37 $0.37 $0.38 $0.35 $0.35 $0.35 $0.36 $0.35 $0.36 12/31/21 03/31/22 06/30/22 09/30/22 12/31/22 03/31/23 06/30/23 09/30/23 12/31/23 03/31/24 06/30/24 $37.3 $35.9 $35.6 $36.1 $37.0 $35.0 $34.6 $36.6 $43.4 $46.5 $52.5 12/31/21 03/31/22 06/30/22 09/30/22 12/31/22 03/31/23 06/30/23 09/30/23 12/31/23 03/31/24 06/30/24
Funds from Operations (“FFO”) Net income attributable to CareTrust REIT, Inc, excluding gains and losses from dispositions of real estate or other real estate, before real estate depreciation and amortization and real estate impairment charges. CareTrust REIT calculates and reports FFO attributable to CareTrust REIT, Inc in accordance with the definition and interpretive guidelines issued by the National Association of Real Estate Investment Trusts.[2] Employee Retention Tax Credit The Employee Retention Credit ("ERTC") is a fully refundable tax credit for employers equal to 50 percent of qualified wages (including allocable qualified health plan expenses) that eligible employers pay their employees. Independent Living Facilities (“ILFs”) Also known as retirement communities or senior apartments, ILFs are not healthcare facilities. ILFs typically consist of entirely self-contained apartments, complete with their own kitchens, baths and individual living spaces, as well as parking for tenant vehicles. They are most often rented unfurnished, and generally can be personalized by the tenants, typically an individual or a couple over the age of 55. These facilities offer various services and amenities such as laundry, housekeeping, dining options/meal plans, exercise and wellness programs, transportation, social, cultural and recreational activities, and on-site security. Assisted Living Facilities (“ALFs”) Licensed healthcare facilities that provide personal care services, support and housing for those who need help with daily living activities, such as bathing, eating and dressing, yet require limited medical care. The programs and services may include transportation, social activities, exercise and fitness programs, beauty or barber shop access, hobby and craft activities, community excursions, meals in a dining room setting and other activities sought by residents. These facilities are often in apartment-like buildings with private residences ranging from single rooms to large apartments. Certain ALFs may offer higher levels of personal assistance for residents requiring memory care as a result of Alzheimer’s disease or other forms of dementia. Levels of personal assistance are based in part on local regulations. EBITDA Net income attributable to CareTrust REIT, Inc. before interest expense, income tax, depreciation and amortization and amortization of stock-based compensation.[1] EBITDAR Net income before interest expense, income tax, depreciation, amortization and cash rent, after applying a standardized management fee (5% of facility operating revenues). EBITDAR Coverage Aggregate EBITDAR produced by all facilities under a master lease (or other grouping) for the trailing twelve-month period ended March 31, 2024 divided by the base rent payable to CareTrust REIT under such master lease (or other grouping) for the same period; provided that if the master lease has been amended to change the base rent during or since such period, then the aggregate EBITDAR for such period is divided by the annualized monthly base rent currently in effect. "Rent" refers to the total monthly rent and interest due under the Company's lease and mortgage agreements. EBITDAR reflects the application of a standard 5% management fee. In addition, we may exclude from coverage disclosures those facilities which are (i) classified as Held for Sale, (ii) temporarily on Special Focus Facility (SFF) status, (iii) undergoing significant renovations that necessarily result in a material reduction in occupancy, or (iv) have been acquired for or recently transferred to new operators for turnaround and are pre- stabilized. EBITDARM Earnings before interest expense, income tax, depreciation, amortization, cash rent, and a standardized management fee (5% of facility operating revenues). EBITDARM Coverage Aggregate EBITDARM produced by all facilities under a master lease (or other grouping) for the trailing twelve- month period ended March 31, 2024 divided by the base rent payable to CareTrust REIT under such master lease (or other grouping) for the same period; provided that if the master lease has been amended to change the base rent during or since such period, then the aggregate EBITDARM for such period is divided by the annualized monthly base rent currently in effect. In addition, we may exclude from coverage disclosures those facilities which are (i) classified as Held for Sale, (ii) temporarily on Special Focus Facility (SFF) status, (iii) undergoing significant renovations that necessarily result in a material reduction in occupancy, or (iv) have been acquired for or recently transferred to new operators for turnaround and are pre-stabilized. Enterprise Value Share price multiplied by the number of outstanding shares, including assumed shares issued from the ATM program, plus total outstanding debt minus cash and assumed net proceeds from the ATM program, each as of a specified date. Funds Available for Distribution (“FAD”) FFO attributable to CareTrust REIT, Inc, excluding straight- line rental income adjustments, amortization of deferred financing fees, lease incentives, below market lease intangibles and stock-based compensation expense.[2] Glossary 25
Multi-Service Campus Facilities that include a combination of Skilled Nursing beds and Seniors Housing units, including Continuing Care Retirement Communities. Normalized EBITDA EBITDA attributable to CareTrust REIT, Inc, adjusted for certain income and expense items the Company does not believe are indicative of its ongoing results, such as real estate impairment charges, provision for loan losses, provision for doubtful accounts and lease restructuring, recovery of previously reversed rent, lease termination revenue, property operating expenses, non-routine transaction costs, loss on extinguishment of debt, unrealized gains or losses on other real estate related investments and gains or losses from dispositions of real estate or other real estate.[1] Normalized FAD FAD attributable to CareTrust REIT, Inc, adjusted for certain income and expense items the Company does not believe are indicative of its ongoing results, such as provision for loan losses, provision for doubtful accounts and lease restructuring, effect of the senior unsecured notes payable redemption, recovery of previously reversed rent, lease termination revenue, non-routine transaction costs, loss on extinguishment of debt, unrealized gains or losses on other real estate related investments and property operating expenses.[2] Normalized FFO FFO attributable to CareTrust REIT, Inc, adjusted for certain income and expense items the Company does not believe are indicative of its ongoing results, such as provision for loan losses, provision for doubtful accounts and lease restructuring, effect of the senior unsecured notes payable redemption, recovery of previously reversed rent, lease termination revenue, accelerated amortization of stock- based compensation, non-routine transaction costs, loss on extinguishment of debt, unrealized gains or losses on other real estate related investments and property operating expenses.[2] Seniors Housing Includes ALFs, ILFs, dedicated memory care facilities and similar facilities. Skilled Nursing or Skilled Nursing Facilities (“SNFs”) Licensed healthcare facilities that provide restorative, rehabilitative and nursing care for people not requiring the more extensive and sophisticated treatment available at an acute care hospital or long-term acute care hospital. Treatment programs include physical, occupational, speech, respiratory, ventilator, and wound therapy. Notes: [1] EBITDA attributable to CareTrust REIT, Inc and Normalized EBITDA attributable to CareTrust REIT, Inc do not represent cash flows from operations or net income as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. EBITDA attributable to CareTrust REIT, Inc and Normalized EBITDA attributable to CareTrust REIT, Inc do not purport to be indicative of cash available to fund future cash requirements, including the Company’s ability to fund capital expenditures or make payments on its indebtedness. Further, the Company’s computation of EBITDA attributable to CareTrust REIT, Inc and Normalized EBITDA attributable to CareTrust REIT, Inc may not be comparable to EBITDA and Normalized EBITDA reported by other REITs. [2] CareTrust REIT believes FAD attributable to CareTrust REIT, Inc, FFO attributable to CareTrust REIT, Inc, Normalized FAD attributable to CareTrust REIT, Inc, and Normalized FFO attributable to CareTrust REIT, Inc (and their related per-share amounts) are important non-GAAP supplemental measures of its operating performance. Because the historical cost accounting convention used for real estate assets requires straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time, even though real estate values have historically risen or fallen with market and other conditions. Moreover, by excluding items not indicative of ongoing results, Normalized FAD attributable to CareTrust REIT, Inc and Normalized FFO attributable to CareTrust REIT, Inc can facilitate meaningful comparisons of operating performance between periods and between other companies. However, FAD attributable to CareTrust REIT, Inc, FFO attributable to CareTrust REIT, Inc, Normalized FAD attributable to CareTrust REIT, Inc, and Normalized FFO attributable to CareTrust REIT, Inc (and their related per- share amounts) do not represent cash flows from operations or net income attributable to shareholders as defined by GAAP and should not be considered an alternative to those measures in evaluating the Company’s liquidity or operating performance. Glossary 26
