8-K

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): February 25, 2015

CareTrust REIT, Inc.

(Exact name of registrant as specified in its charter)

Maryland	001-36181	46-3999490
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

905 Calle Amanecer, Suite 300, San Clemente, CA	92673
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (949) 542-3130

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))

Item 7.01. Regulation FD Disclosure.

An updated copy of the investor presentation of CareTrust REIT, Inc., dated, February 24, 2015, is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished with this report:

Exhibit Number	Description
99.1	Investor Presentation, dated February 24, 2015.

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: February 25, 2015	CARETRUST REIT, INC.
	By:	/s/ Gregory K. Stapley
		Gregory K. Stapley
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Investor Presentation, dated February 24, 2015.

EX-99.1

Investor Presentation

February 24, 2015

Exhibit 99.1

This

presentation

contains

forward-looking

statements

within

the

meaning

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

These

forward-looking

statements

include

all

statements

that

are

not

historical

statements

of

fact

and

those

regarding

our

intent,

belief

or

expectations,

including,

but

not

limited

to,

statements

regarding

future

financing

plans,

business

strategies,

growth

prospects

and

operating

and

financial

performance;

expectations

regarding

the

making

of

distributions

and

the

payment

of

dividends;

and

compliance

with

and

changes

in

governmental regulations.

Words

such

as

"anticipate(s),"

"expect(s),"

"intend(s),"

"plan(s),"

"believe(s),"

"may,"

"will,"

"would,"

"could,"

"should,"

"seek(s)"

and

similar

expressions,

or

the

negative

of

these

terms,

are

intended

to

identify

such

forward-looking

statements.

These

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

Management

believes

that

the

assumptions

underlying

the

forward-looking

statements

are

reasonable,

they

are

not

guarantees

and

CareTrust

can

give

no

assurance

that

its

expectations

will

be

attained.

Factors

which

could

have

a

material

adverse

effect

on

CareTrust'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

to

achieve

some

or

all

of

the

expected

benefits

from

the

completed

spin-off

and

to

successfully

conduct

CareTrust's

business

following

the

spin-off;

(ii)

the

ability

and

willingness

of

Ensign

to

meet

and/or

perform

its

obligations

under

the

contractual

arrangements

that

it

entered

into

with

CareTrust

in

connection

with

the

spin-off,

including

the

Ensign

Master

Leases,

and

any

of

its

obligations

to

indemnify,

defend

and

hold

CareTrust

harmless

from

and

against

various

claims,

litigation

and

liabilities;

(iii)

the

ability

and

willingness

of

CareTrust's

tenants

to

(a)

comply

with

laws,

rules

and

regulations

in

the

operation

of

the

properties

CareTrust

leases

to

them,

and

(b)

renew

their

leases

with

CareTrust

upon

expiration,

or

in

the

alternative,

(c)

CareTrust's

ability

to

reposition

and

re-let

its

properties

on

the

same

or

better

terms

in

the

event

of

nonrenewal

or

replacement

of

an

existing

tenant

and

any

obligations,

including

indemnification

obligations,

that

CareTrust

may

incur

in

replacing

an

existing

tenant;

(iv)

the

availability

of,

and

the

ability

to

identify

and

acquire,

suitable

acquisition

opportunities

and

lease

the

same

to

reliable

tenants

on

accretive

terms;

(v)

the

ability

to

generate

sufficient

cash

flows

to

service

CareTrust's

outstanding

indebtedness;

(vi)

access

to

debt

and

equity

capital

markets;

(vii)

fluctuating

interest

rates;

(viii)

the

ability

to

retain

and

properly

incentivize

key

management

personnel;

(ix)

the

ability

to

qualify

or

maintain

CareTrust's

status

as

a

REIT;

(x)

changes

in

the

U.S.

tax

laws

and

other

state,

federal

or

local

laws,

whether

or

not

specific

to

REITs;

(xi)

other

risks

inherent

in

the

real

estate

business,

including

potential

liability

relating

to

environmental

matters

and

illiquidity

of

real

estate

investments;

and

(xii)

any

additional

factors

included

in

this

presentation

and

any

included

in

the

section

entitled

"Risk

Factors"

in

CareTrust's

Form

10-K

and

in

Item

1A

of

Part

II

of

CareTrust's

most

recently filed Form 10-K.

Forward-looking

statements

speak

only

as

of

the

date

made.

Except

in

the

normal

course

of

CareTrust's

public

disclosure

obligations,

CareTrust

expressly

disclaims

any

obligation

to

release

publicly

any

updates

or

revisions

to

any

forward-looking

statements

to

reflect

any

change in its expectations or any change in events, conditions or circumstances on which any statement is based.

.

Reconciliations

of

certain

non-GAAP

financial

measures

used

in

this

presentation,

including

a

reconciliation

of

our

net

income

(loss)

per

GAAP

to

EBITDA,

Adjusted

EBITDA,

FFO,

normalized

FFO,

FAD

and

normalized

FAD,

are

included

in

this

presentation.

The

definitions

of

our

non-

GAAP

measures

used

in

this

presentation

are

included

in

our

press

release

dated

February

11,

2015,

which

is

incorporated

herein

by

reference

and available on our website at investor.caretrustreit.com.

Safe Harbor Statement

2

Geographically

Diverse

Portfolio

Strong Tenant

Rent

Coverage

Experienced

Management

Team

Growth &

Diversification

Opportunities

Attractive Industry

Fundamentals

Investment Highlights Summary

3

Financially

Secure “Platform”

Tenant

Favorable Long-Term

Lease Structure

Greg Stapley

CEO

Management

4

Bill Wagner

CFO

Dave Sedgwick

VP Operations

•

28 years of experience in the

acquisition, development and

disposition of real estate

•

Co-Founder of Ensign,

instrumental in assembling the

real estate portfolio now owned

by CareTrust

•

Previously the General Counsel

of a 192-location national

retailer and Partner at a law

firm

•

22 years of accounting and

finance experience, primarily

in real estate, including 11

years with publicly-traded

REITs

•

Served as SVP and CAO of

Nationwide Health

Properties, Inc. and Sunstone

Hotel Investors, Inc.

•

Ernst & Young Kenneth

Leventhal Real Estate Group

•

12 years of experience in

skilled nursing operations

•

Trained over 100 Ensign

nursing home administrators as

Ensign’s Chief Human Capital

Officer

•

Led five SNFs as Administrator/

CEO; developed Ensign’s

approach to cultural, clinical

and financial performance

Mark Lamb

Director of Investments

•

Three years as Director of

Investments at Nationwide

Health Properties, underwriting

over $1 billion of new

investments across the Seniors

Housing and Skilled Nursing

sectors

•

Led three SNFs as

Administrator for Plum

Healthcare & North American

Health Care in California

•

Investment Associate at The

Bascom Group, a private equity

real estate investment firm

•

A leading provider of skilled nursing

care and assisted living services

•

Strong financial performance with

dependable cash flows and liquidity

•

Long-tenured and successful

management team

•

Portfolio of 97 quality assets with Ensign

as initial tenant except for three facilities

operated by CareTrust

•

“Platform”

tenant initially has attractive

1.85x rent coverage supported by long-

term, triple-net lease structures

•

Focus is on broadening geographic

reach, diversifying tenant base and

expanding asset classes

•

Management team with deep real estate

and healthcare industry expertise

Transaction Overview

5

Spin-Off

On

June

1,

2014,

The

Ensign

Group

split

into

two

publicly

traded

companies

through a

tax-free spin-off

transaction.

Operations

Real Estate

Strong Liquidity for Growth

6

Cash on hand as of December 31, 2014

$25 million

Undrawn Senior Secured Credit Facility with

approximately $112 million of availability

($84 million currently available plus $28

million for assets recently acquired).

$150 million

Plus access to public equity and debt

markets, and other forms of long-term

capital.

INVESTMENT HIGHLIGHTS

7

Portfolio Snapshot

8

SNF

73

71%

AL

16

15%

Campus

10

10%

IL

4

4%

Portfolio Asset Category

TX

27

26%

CA

18

17%

UT

12

12%

AZ

10

10%

Other

36

35%

SNF, AL, IL, Campus Locations

Varying Deal Size

(One-Offs to Portfolios)

Multiple

Operator

Partnerships

No Geographic

Constraints

Promising &

Stabilized

SNF/ALF Assets

Future

Diversification

into MOB,

Acute Care and

Life Sciences

Wider Investment Parameters

9

Cluster

Cluster

Ready

Ready

Local

Local

Leader

Leader

Pipeline

Pipeline

Geographic

Geographic

Limits

Limits

Turnaround

Turnaround

Opportunities

Opportunities

Ensign Strategy

Note: For one year after the spin-off, CareTrust is subject to the Opportunities Agreement with Ensign which affords Ensign certain

rights of first refusal to some of CareTrust’s investment opportunities under certain circumstances

CareTrust Strategy

Healthcare Real Estate Ownership

Real Estate Asset Breakdown

Note:

Healthcare

Real

Estate

Ownership

Breakdown

and

Real

Estate

Asset

Breakdown

from

Stifel

Nicolaus

industry

analysis

Healthcare Real Estate Market

Estimated at Over $1 Trillion

10

Deal

Size

Tenant Size

Large REITs focused on larger acquisitions

Privately

Owned, 79%

Public REIT-

Owned ,

21%

Senior

Housing

(ALF, ILF,

Memory

Care), 15%

Skilled

Nursing,

10%

Life

Science/

Biotech, 5%

Outpatient/

MOB, 39%

Hospitals/

LTACHs,

31%

Fragmented Markets With Value

Arbitrage Opportunities

11

Fragmented market,

underserved by capital

providers

Limited access to capital

and liquidity for local and

regional operators

Limited competition from

other REITs for SNFs

and mid-market assisted

living properties

Target quality one-off,

small-

& mid-sized

portfolios

Maintain conservative

underwriting strategy

Leverage robust number

of existing relationships

Partner with successful

local & regional players

Creative capital solutions

Attractive investment

spreads over cost of

capital

Public/private market

discrepancies

Substantial growth

through smaller, non-

marketed transactions

Market Backdrop

CareTrust Role

Results

Disciplined Investment Strategy

Focused on Driving Value

12

Senior Housing

Facilities

(ALF, ILF, MC)

Skilled Nursing

Facilities

Medical Office

Buildings

Acute Care

Triple Net Leases

Core

Core

Opportunistic

Opportunistic

Mortgage Debt

Relationship

Relationship

Opportunistic

Opportunistic

Development

Funding

Relationship

Relationship

RIDEA

Opportunistic

Total LTM EBITDAR Tenant Rent Coverage

* Represents facility EBITDAR coverage for the twelve months ending September 30, 2014 

** Represents facility EBITDAR coverage for LTC’s skilled nursing portfolio

*** Rent

coverage

is

calculated

as

operating

cash

flow

from

SNH

tenants’

operations

of

SNH

properties,

before

subordinated

charges,

divided by rents payable to SNH

Source:

Company

filings,

as

of

12/31/13

for

AVIV,

LTC,

and

SBRA,

and

9/30/13

for

SNH

and OHI.

Leading Tenant Rent Coverage

13

1.91x

1.68x

1.60x

1.50x

1.44x

1.33x

CTRE*

LTC**

AVIV

OHI

SNH***

SBRA

Real Estate Acquisition & Development Experience

The CareTrust Team brings its

Experience, Relationships & Track Record

from Ensign

14

Ensign Annual Facilities Growth

Ensign Historical Asset Acquisitions

($ in millions)

57

61

63

77

82

102

108

119

4

2

14

5

20

6

11

6

30

50

70

90

110

130

2007

2008

2009

2010

2011

2012

2013

Q1 '14

$40

$25

$21

$61

$21

$130

$43

$45

$48

$0

$20

$40

$60

$80

$100

$120

2006

2007

2008

2009

2010

2011

2012

2013

Avg.

'06-'13

Attractive Industry Dynamics for SNF Operators

15

Numbers in millions

Relative Costs of Treatment Across Care Providers

SNF

IRF

LTAC

Source: AHCA, CMS OSCAR data, U.S. Census Bureau, Medpac

Number of Skilled Nursing Facilities

Age 65+ Population

US SNF Properties

16,715

16,554

16,441

16,256

16,066

15,965

15,861

15,772

15,771

15,679

15,669

15,655

15,667

15,666

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

31

34

35

37

39

47

55

64

72

78

81

1990

1995

2000

2005

2010

2015

2020E

2025E

2030E

2035E

2040E

$10,501

$26,051 $26,051

$115,463

$7,897

$74,689

$6,165

$17,135

$67,104

$10,618

$18,487

$44,633

$8,905

$34,196

$31,496

Tracheotomy with Vent

Respiratory with Vent

Joint Replacement

Hip Fracture

Stroke

Skilled Nursing Reimbursement Rates:

Stable and Increasing Over Time

16

Source: Eljay LLC and composite of CMS, AHCA, AQNHC and Avalere Group Data; ENSG company filings

Skilled Nursing Reimbursement Rates (2000-2013)

4.2%

4.2%

4.0%

4.0%

3.4%

3.4%

CAGR

In

May

2014,

CMS

proposed

a

2%

aggregate

increase

for

2015

SNF

payments

$109

$118

$124

$129

$142

$145

$150

$156

$164

$172

$174

$176

$179

$287

$312

$325

$301

$336

$349

$363

$385

$408

$432

$454

$505

$469

$478

$446

$451

$524

$560

$574

$618

$555

$564

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

Avg. SNF Medicaid Rate Per Day

Avg. SNF Medicare Rate Per Day

ENSG Same Facility Medicare Rate per Day

“THE”

Platform Tenant

17

As of June 30, 2014, Ensign operated 125 facilities, 10 home health

and 8 hospice operations, 12 urgent care centers and a mobile x-

ray diagnostic company, all located in 12 states

Ensign has a strong track record of integrating turnaround

opportunities

–

Improves operations through increased occupancy, quality mix

and acuity shift

Long-tenured and successful management team has been an

integral part of Ensign’s business strategy

Ensign Operated Facilities

SNFs, ALFs & ILFs

Home Health & Hospice

Urgent Care Clinics

Note:

EBITDAR is a non-GAAP measure and represents net income before (a) interest expense, net, (b) provision for income taxes, (c)

depreciation and (d) facility rent expense. See Ensign’s public filings for a reconciliation of EBITDAR to GAAP and additional

information on Ensign’s performance.

Revenue

(in millions)

Ensign Business Overview

Adjusted EBITDAR

39

2007

2008

2009

2010

2011

2012

2013

Q1

2014

411

469

542

650

758

825

905

0

200

400

600

800

1,000

1,200

Millions $

0

30

60

90

120

150

180

2007

2008

2009

2010

2011

2012

2013

Q1 2014

Millions $

60

73

87

107

130

142

149

Turnaround Track Record

Acquisition Track Record based on an average for all SNF

acquisitions from 2001 through October 1, 2012 measuring

five quarters of operating performance.

Ensign Track Record

Operational Excellence

18

Recognized Skilled Nursing Facility Quality

CMS Star ratings as reported on cms.gov

http://www.medicare.gov/nursinghomecompare/

Q4 2009

Q4 2010

Q4 2011

Q4 2012

Q4 2013

Q1 2014

31

27

19

14

7

6

16

21

26

23

21

18

14

14

14

15

17

15

7

17

29

25

30

33

7

4

9

20

30

35

1-Star

2-Star

3-Star

4-Star

5-Star

4-Quarter

Performance

Q1

Q5

Improvement

EBITDAR

Margin

11.3%

14.5%

322 bps

Occupancy

70.9%

74.0%

316 bps

Skilled Mix

(Rev)

31.3%

38.7%

732 bps

Quality Mix

(Rev)

48.4%

51.6%

321 bps

DEALS SUMMARY

19

20

#1 CROSS HEALTHCARE

TRANSACTION SUMMARY

Type

ALF Sale/Leaseback

Price

$12,000,000

# of Units/Beds

90/102

Price/Unit

$133,333

# of Buildings

3

Price/Bed

$117,647

Location

Idaho

Occupancy

92%

LEASE SUMMARY

Initial Yield

8.50%

EBITDARM Coverage

1.45x

Initial Rent

$1,020,000

EBITDAR Coverage

1.31x

Security Deposit

2 months rent

Lease Term

12 year with extensions

21

#2 PRELUDE HEALTHCARE

TRANSACTION SUMMARY

Type

Memory Care Sale/Leaseback

Price

$7,205,088

# of Units/Beds

28/30

Price/Unit

$257,325

# of Buildings

1

Occupancy

92%

Location

Minnesota

LEASE SUMMARY

Initial Yield

8.25%

EBITDARM Coverage

1.47x

Initial Rent

$594,420

EBITDAR Coverage

1.30x

Security Deposit

2 months rent

Lease Term

15 years with extensions

22

#3 SIGNATURE HEALTHCARE

TRANSACTION SUMMARY

Type

ALF Development

Investment

$7,500,000

# of Units/Beds

134/146

Investment Yield

12.00%

# of Buildings

1

Purchase Option Price

$40,000,000

Location

Colorado

LEASE SUMMARY (Upon Purchase)

Initial Yield

8.00%

EBITDAR Coverage

1.16x

Initial Rent

$3,200,000

Lease Term

15 years with extensions

Security Deposit

3 months rent

23

#4 TWENTY/20 MANAGEMENT

TRANSACTION SUMMARY

Type

ALF Sale/Leaseback

Price

$6,600,000*

# of Units

39

Price/Unit

$169,230

# of Buildings

1*

Occupancy

99%

Location

Virginia

LEASE SUMMARY

Initial Yield

8.50%

EBITDARM Coverage

1.47x

Initial Rent

$561,000

EBITDAR Coverage

1.30x

Security Deposit

2 months rent

Lease Term

15 years w/ extensions

*CareTrust

has

purchase

option

on

2

facility

at

stabilization

for

$10,000,000

with

$5,000,000

earn-out

opportunity.

nd

24

#5 BETHANY REHAB

TRANSACTION SUMMARY

Type

SNF Sale/Leaseback

Price

$17,950,000

# of Units/Beds

170 beds

Price/Unit

NA

# of Buildings

1

Price/Bed

$105,588

Location

CO

Occupancy

96%

LEASE SUMMARY

Initial Yield

9.65%

EBITDARM Coverage

1.64x

Initial Rent

$1,732,500

EBITDAR Coverage

1.29x

Security Deposit

2 months rent

Lease Term

15 years w/ extensions

FINANCIAL SUMMARY

25

2015 Guidance

26

CareTrust’s guidance for 2015 is based on the following:

•

$56 million in rent from Ensign and $3.8 million from all

investments closed post-Spin

•

$0.9 million in interest income from the $7.5 million preferred

equity investment at 12%

•

$0.3 million in NOI from the 3 ILFs that we own and operate

•

$24

million

in

interest

expense

1

•

$6.2

million

to

$6.9

million

in

G&A

expense

2

•

$0.96 to $0.98 in normalized FFO per diluted common share

•

$1.06 to $1.08 in normalized FAD per diluted common share

•

$0.26 to $0.28 of net income per diluted common share

(1)

Includes approximately $2.3 million in amortization of deferred financing costs.

(2)

Includes approximately $1.0 million of non-cash stock-based compensation expense.

Guidance

RECONCILIATION OF NET INCOME TO

NON-GAAP FINANCIAL MEASURES

27

Guidance

Low

High

Net income

$0.26

$0.28

Real estate related depreciation and amortization

0.70

0.70

Funds from Operations (FFO)

0.96

0.98

Acquisition costs

-

-

Costs associated with the Spin-Off

-

-

Normalized FFO

$0.96

$0.98

Net income

$0.26

$0.28

Real estate related depreciation and amortization

0.70

0.70

Amortization of deferred financing costs

0.07

0.07

Amortization of stock-based compensation

0.03

0.03

Funds Available for Distribution (FAD)

1.06

1.08

Acquisition costs

-

-

Costs associated with the Spin-Off

-

-

Normalized FAD

$1.06

$1.08

Weighted average shares outstanding (in thousands):

Diluted

31,565

31,565

APPENDIX

28

29

2014 Financial Summary

CARETRUST REIT, INC.

CONSOLIDATED AND COMBINED BALANCE SHEETS

(in thousands)

(unaudited)

December 31,

September 30,

June 30,

December 31,

2014

2014

2014

2013

Assets

Real estate investments, net

$436,215

$415,021

$420,059

$425,003

Other real estate investments

7,532

-

-

Cash and cash equivalents

25,320

88,845

80,345

895

Accounts receivable

2,291

2,906

1,871

20

Prepaid expenses and other assets

809

367

77

888

Deferred tax assets

-

-

-

859

Deferred financing costs, net

10,405

10,804

11,000

2,801

Total assets

$482,572

$517,943

$513,352

$430,466

Liabilities and Equity

Senior unsecured notes payable

$260,000

$260,000

$260,000

$-

Senior secured revolving credit facility

-

-

-

78,701

Mortgage notes payable

98,205

98,867

99,504

114,982

Senior secured term loan

-

-

-

65,624

Interest rate swap

-

-

-

1,828

Accounts payable and accrued liabilities

10,905

9,451

6,190

5,783

Deferred tax liabilities

-

-

-

859

Total liabilities

369,110

368,318

365,694

267,777

Equity:

Common stock

313

223

222

-

Additional paid-in capital

246,041

146,979

146,980

-

Retained earnings

(132,892)

2,423

456

-

Invested equity

-

-

-

164,517

Accumulated other comprehensive loss

-

-

-

(1,828)

Total equity

113,462

149,625

147,658

162,689

Total liabilities and equity

$482,572

$517,943

$513,352

$430,466

30

2014 Financial Summary

CARETRUST REIT, INC.

DEBT SUMMARY

(dollars in thousands)

(unaudited)

Interest Rate/

Maturity

December 31, 2014

Debt

Collateral

Spread

Date

Balance

Fixed Rate Debt

Senior unsecured notes payable

Unsecured

5.875%

2021

$260,000

GECC mortgage notes payable (1)

10 properties

7.252%

2017

47,563

Mortgage note payable

1 property

6.000%

2019

558

308,121

Floating Rate Debt

GECC mortgage notes payable (1)

10 properties

L + 3.35%

2017

50,084

Senior secured revolving credit facility (2)

11 properties

L + 2%-2.5%

2018

-

50,084

Total Debt

$358,205

Debt Statistics

% Fixed Rate Debt

86.0%

% Floating Rate Debt

14.0%

Total

100.0%

Weighted Average Interest Rates:

Fixed

6.1%

Floating

3.9%

Blended

5.8%

(1) The fixed rate portion of the GECC mortgage notes payable converts to the floating rate in June 2016.  The floating

rate portion is subject to a Libor floor of 0.50%.  The note has two, 12 month extension options.

(2) Borrowings available under the senior secured revolving credit facility totaled $84.2 million at December 31, 2014.

Funds can also be borrowed at the Base Rate (as defined) plus 1.0% to 1.5%.

31

2014 Financial Summary

CARETRUST REIT, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)

One Month

Quarter

Quarter

Seven Months

Ended

Ended

Ended

Ended

June 30, 2014

September 30, 2014

December 31, 2014

December 31, 2014

Revenues:

Rental income

$4,667

$14,000

$14,139

$32,806

Tenant reimbursement

396

1,228

1,230

2,854

Independent living facilities

211

646

663

1,520

Interest and other income

-

10

45

55

Total revenues

5,274

15,884

16,077

37,235

Expenses:

Depreciation and amortization

1,794

5,362

5,369

12,525

Interest expense

1,967

5,943

5,900

13,810

Property taxes

396

1,228

1,230

2,854

Acquisition costs

-

-

47

47

Independent living facilities

161

586

559

1,306

General and administrative

500

798

2,342

3,640

Total expenses

4,818

13,917

15,447

34,182

Net income

$456

$1,967

$630

$3,053

Diluted earnings per share

$0.02

$0.09

$0.03

$0.13

Diluted weighted average shares outstanding

22,436

22,436

24,586

23,357

32

2014 Financial Summary

CARETRUST REIT, INC.

RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share data)

(unaudited)

One Month

Quarter

Quarter

Seven Months

Ended

Ended

Ended

Ended

June 30, 2014

September 30, 2014

December 31, 2014

December 31, 2014

Net income

$456

$1,967

$630

$3,053

Depreciation and amortization

1,794

5,362

5,369

12,525

Interest expense

1,967

5,943

5,900

13,810

Amortization of stock-based compensation

-

-

154

154

EBITDA

4,217

13,272

12,053

29,542

Acquisition costs

-

-

47

47

Costs associated with the Spin-Off

254

30

168

452

Adjusted EBITDA

$4,471

$13,302

$12,268

$30,041

Net income

$456

$1,967

$630

$3,053

Real estate related depreciation and amortization

1,794

5,362

5,365

12,521

Funds from Operations (FFO)

2,250

7,329

5,995

15,574

Acquisition costs

-

-

47

47

Costs associated with the Spin-Off

254

30

168

452

Normalized FFO

$2,504

$7,359

$6,210

$16,073

Net income

$456

$1,967

$630

$3,053

Real estate related depreciation and amortization

1,794

5,362

5,365

12,521

Amortization of deferred financing costs

175

533

553

1,261

Amortization of stock-based compensation

-

-

154

154

Funds Available for Distribution (FAD)

2,425

7,862

6,702

16,989

Acquisition costs

-

-

47

47

Costs associated with the Spin-Off

254

30

168

452

Normalized FAD

$2,679

$7,892

$6,917

$17,488

FFO per share

$0.10

$0.33

$0.24

$0.67

Normalized FFO per share

$0.11

$0.33

$0.25

$0.69

FAD per share

$0.11

$0.35

$0.27

$0.73

Normalized FAD per share

$0.12

$0.35

$0.28

$0.75

Diluted weighted average shares outstanding

22,436

22,436

24,586

23,357

Total

Skilled Nursing

Facilities

Multi-Specialty Campuses

Assisted Living and

Independent Living

Facilities

Independent Living

Facilities Operated

by CareTrust

State

Properties

Beds/Units

Facilities

Beds

Campuses

SNF Beds

ALF Units

ILF Units

Facilities

Units

Facilities

Units

California

18

1,991

14

1,465

2

158

121

24

2

223

---

---

Texas

27

3,241

22

2,699

1

123

77

20

2

115

2

207

Arizona

10

1,327

7

799

1

162

100

---

2

266

---

---

Utah

12

1,305

9

907

1

235

37

---

1

69

1

57

Colorado

6

633

4

380

---

---

---

---

2

253

---

---

Idaho

9

579

5

408

1

45

24

---

3

102

---

---

Washington

6

555

5

453

---

---

---

---

1

102

---

---

Nevada

3

304

1

92

---

---

---

---

2

212

---

---

Nebraska

5

366

3

220

2

105

41

---

---

---

---

---

Iowa

5

356

3

185

2

109

62

---

---

---

---

---

Minnesota

1

30

---

---

---

---

---

---

1

30

Virginia

1

39

---

---

---

---

---

---

1

39

Total

103

10,726

73

7,608

10

937

462

44

17

1,411

3

264

(1) All facility and bed/unit counts are as of 9/30/14

(2) The initial portfolio of four ILFs includes one that is leased to and operated by Ensign and three owned and operated by CareTrust

CareTrust Geographic Detail

33

2

2

1