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): June 8, 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 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of CareTrust REIT, Inc. (the “Company”) was held on June 8, 2015. There were 29,566,217 shares of the common stock of the Company, par value $0.01 per share, represented either in person or by proxy at the Annual Meeting. The stockholders of the Company voted as follows on the following matters at the Annual Meeting:

1. Election of Directors. One director was elected at the Annual Meeting for a three-year term based upon the following votes:

Director Nominee	For	Withheld	Broker Non-Votes
Allen C. Barbieri	21,823,522	195,517	7,547,178

2. Ratification of the appointment of Ernst & Young LLP. The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2015 was ratified based upon the following votes:

For	Against	Abstain
29,398,254	16,341	10,890

Item 7.01. Regulation FD Disclosure.

An updated copy of the Company’s investor presentation, dated, June 8, 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 June 8, 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: June 9, 2015	CARETRUST REIT, INC.
	By:	/s/ Gregory K. Stapley
		Gregory K. Stapley
		President, Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Investor Presentation, dated June 8, 2015.

EX-99.1

Investor Presentation

June 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

•

Initial 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

3

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

•

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

Strong Rent

Coverage

Experienced

Management

Team

Growth &

Diversification

Opportunities

Conservative Payout

Ratio

New Platform for Growth

4

Financially

Secure “Platform”

Tenant

Triple-Net Lease

Structure

Greg Stapley

CEO

Strong Healthcare Operating Background

5

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 Jennings Strouss

&

Salmon, a large law firm in

Phoenix, AZ

•

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

Acquisition &  Operational Experience

The CareTrust Team brings its

Experience, Relationships & Track Record

from Ensign

6

Ensign Pre-Spin Annual Facilities Growth

Ensign Pre-Spin Historical Asset Acquisitions &

CareTrust’s First-Year Growth

($ 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

$67

$0

$20

$40

$60

$80

$100

$120

2006

2007

2008

2009

2010

2011

2012

2013

Avg.

'06-'13

CTRE

1st 12

Months

Growing Portfolio

7

Strong Liquidity for Growth

8

Cash on hand as of March 31, 2015

$13.6 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.

$500 million

Shelf registration filed June 1, 2015

(currently subject to SEC review)

Healthcare Real Estate Ownership

Real Estate Asset Breakdown

Note: Healthcare Real Estate Ownership Breakdown and Real Estate Asset Breakdown from Stifel Nicolaus industry analysis

Roll –

Up Opportunity

Healthcare Real Estate Market Estimated at Over $1 Trillion

9

Deal

Size

Tenant Size

Large REITs focused on larger acquisitions

-

Outpatient/

MOB, 39%

Life

Science/

Biotech, 5%

Skilled

Nursing,

10%

Hospitals/

LTACHs,

31%

Senior

Housing

(ALF, ILF,

Memory

Care), 15%

Privately

Owned, 79%

Public REIT

Owned ,

21%

Mining an Underserved Market

10

Fragmented market,

underserved by capital

providers

Limited access to capital

and liquidity for local and

regional operators

Limited competition for

SNFs and mid-market

senior housing assets

Large competitors

chasing compressed cap

rate deals

Apply healthcare

operating experience to

underwriting process

Target quality one-off,

small & mid-sized

portfolios

Leverage growing

number of operator

relationships

Identify superior

operators focused on

post –acute care delivery

Accretive investments

with strong operating

partners/tenants

100% lease financing

attracts up and coming

operators

Attractive investment

spreads over cost of

capital

Substantial growth

potential through smaller

and off-market deals

Market Backdrop

CareTrust Role

Results

Disciplined Investment Strategy

Focused on Accretive Deals

11

Senior Housing

Facilities

(ALF, ILF, MC)

Skilled Nursing

Facilities

Medical Office

Buildings

Acute Care

Net Lease

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

12

1.91x

1.68x

1.60x

1.50x

1.44x

1.33x

CTRE*

LTC**

AVIV

OHI

SNH***

SBRA

31

34

35

37

39

47

55

64

72

78

81

1990

1995

2000

2005

2010

2015

2020E

2025E

2030E

2035E

2040E

Attractive Industry Dynamics for SNF Operators

13

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

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

US SNF Properties

$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

14

Source:

Eljay

LLC

and

composite

of

CMS,

AHCA,

AQNHC

and

Avalere

Group

Data;

ENSG

company

filings

Skilled Nursing Reimbursement Rates (2000-2013)

4.2%

4.0%

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

15

As of March 31, 2015, Ensign operated 143 facilities, 13 home

health and 12 hospice operations, two home care businesses, one

transitional care management company,16 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

0

30

60

90

120

150

180

2007

2008

2009

2010

2011

2012

2013

Q1 2014

Millions $

Adjusted EBITDAR

A

n

n

u

a

l

i

z

e

d

650

825

0

200

400

600

800

1,000

1,200

2007

2008

2009

2010

2011

2012

2013

Q1

2014

Millions $

411

469

542

758

905

60

73

87

107

130

142

149

39

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.

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

Ensign Track Record

Operational Excellence

16

Recognized Skilled Nursing Facility Quality

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

Q4 2009

Q4 2010

Q4 2011

Q4 2012

Q4 2013

Q1 2014

1-Star

2-Star

3-Star

4-Star

5-Star

CMS Star ratings as reported on cms.gov

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

DEAL SUMMARY

17

Investments

Tenant 

Acquisition

Period

Location

Type

Amount

Yield

Rent/Revenue

(Annual)

2014 Acquisitions

Cross Healthcare

4Q 2014

Idaho

Senior Housing

$  12,000,000

8.50%

$       1,020,000

Signature Senior Living

4Q 2014

Colorado

Senior Housing

$    7,500,000

12.00%

$           900,000

20 Management

4Q 2014

Virginia

Senior Housing

$    6,600,000

8.25%

$           544,500

Prelude

4Q 2014

Minnesota

Senior Housing

$    7,205,088

8.25%

$           594,420

2015 Acquisitions

Bethany Rehab

1Q 2015

Colorado

SNF

$  17,950,000

9.65%

$       1,732,175

Mira Vista Care Center

2Q 2015

Washington

SNF

$    9,100,000

9.50%

$           864,500

Shoreline Health & Rehab

2Q 2015

Washington

SNF

$    6,740,636

9.90%

$           667,323

Total

$  67,095,724

9.42%

$       6,322,918

18

#1 BETHANY REHAB

(CLOSED IN Q1 2015)

TRANSACTION

SUMMARY

Type

Purchase

/

Net Lease

Price

$17,950,000

# of Units/Beds

170 beds

Price/Bed

$105,588

# of Buildings

1

Quality Mix

5%

Location

CO

Occupancy

96%

Transaction Closing

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

February 1   , 2015

st

19

#2 MIRA VISTA CARE CENTER

(CLOSED POST Q1 2015)

TRANSACTION

SUMMARY

Type

Purchase

/

Net Lease

Price

$9,100,000

# of Beds

94

Price/Bed

$117,647

# of Buildings

1

Quality

Mix

37%

Location

Mt.

Vernon, WA

Occupancy

87%

Transaction Closing

LEASE SUMMARY

Initial Yield

9.50%

EBITDARM Coverage

1.73x

Initial Rent

$866,142

EBITDAR Coverage

1.26x

Security Deposit

3 months rent

Lease Term

15 year with

extensions

April 1 

, 2015

st

20

#3 SHORELINE HEALTH AND

REHABILITATION CENTER

(CLOSED POST Q1 2015)

TRANSACTION

SUMMARY

Type

Purchase

/

Net Lease

Price

$6,740,636

# of Beds

105

Price/Bed

$63,095

# of Buildings

1

Quality

Mix

24%

Location

Shoreline, WA

Occupancy

81%

Transaction Closing

LEASE SUMMARY

Initial Yield

9.9%

EBITDARM Coverage

1.79x

Initial Rent

$667,323

EBITDAR Coverage

1.25x

Security Deposit

3 months rent

Lease Term

15 years with extensions

June

1st,

2015

FINANCIAL SUMMARY

21

2015 Guidance

22

CareTrust’s

2015 guidance as of May 12, 2015 is based on the following:

•

$56 million in rent from Ensign and $4.4 million from all investments

closed post-Spin through May 12, 2015

•

$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

•

$6.2 million to $6.9 million in G&A expense

(1)

Includes

approximately

$2.2

million

in

amortization

of

deferred

financing

costs.

(2)

Includes

approximately

$1.0

million

of

non-cash

stock-based

compensation

expense.

1

2

Guidance

RECONCILIATION OF NET INCOME TO

NON-GAAP FINANCIAL MEASURES

23

Guidance 2015

Low

High

Net income per share

$              0.28

$               0.30

Real estate related depreciation and amortization

0.70

0.70

Funds from Operations (FFO) per share

0.98

1.00

Normalized FFO per share

$               0.98

$               1.00

Net income per share

$               0.28

$               0.30

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) per share

1.08

1.10

Normalized FAD per share

$               1.08

$               1.10

Weighted average shares outstanding:

Diluted

31,565

31,565

APPENDIX

24

25

2015 Financial Summary

CARETRUST REIT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

(unaudited)

March 31,

December 31,

2015

2014

Assets

Real estate investments, net

$           448,841

$            436,215

Other real estate investments

7,755

7,532

Cash and cash equivalents

13,594

25,320

Accounts receivable

2,011

2,291

Prepaid expenses and other assets

713

809

Deferred financing costs, net

9,872

10,405

Total assets

$            482,786

$            482,572

Liabilities and Equity

Senior unsecured notes payable

$            260,000

$            260,000

Mortgage notes payable

97,520

98,205

Accounts payable and accrued liabilities

9,400

6,959

Dividends payable

5,050

3,946

Total liabilities

371,970

369,110

Equity:

Common stock

314

313

Additional paid-in capital

246,406

246,041

Cumulative distributions in excess of earnings

(135,904)

(132,892)

Total equity

110,816

113,462

Total liabilities and equity

$            482,786

$            482,572

26

2015 Financial Summary

CARETRUST REIT, INC.

DEBT SUMMARY

(in thousands)

(unaudited)

Interest Rate/

Maturity

March 31, 2015

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

47,212

Mortgage note payable

1 property

6.000%

2019

533

307,745

Floating Rate Debt

GECC mortgage notes payable (1)

10 properties

L + 3.35%

2017

49,775

Senior secured revolving credit facility (2)

11 properties

L + 2%-2.5%

2018

-

49,775

Total Debt

$                  357,520

Debt Statistics

% Fixed Rate Debt

86.1%

% Floating Rate Debt

13.9%

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

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 March 31, 2015.

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

27

2015 Financial Summary

CARETRUST REIT, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)

One Month

Quarter

Quarter

Quarter

Ended

Ended

Ended

Ended

June 30, 2014

September 30, 2014

December 31, 2014

March 31, 2015

Revenues:

Rental income

$                      4,667

$                    14,000

$                   14,139

$                    14,842

Tenant reimbursement

396

1,228

1,230

1,258

Independent living facilities

211

646

663

635

Interest and other income

-

10

45

223

Total revenues

5,274

15,884

16,077

16,958

Expenses:

Depreciation and amortization

1,794

5,362

5,369

5,599

Interest expense

1,967

5,943

5,900

5,901

Property taxes

396

1,228

1,230

1,258

Acquisition costs

-

-

47

-

Independent living facilities

161

586

559

602

General and administrative

500

798

2,342

1,560

Total expenses

4,818

13,917

15,447

14,920

Net income

$                         456

$                      1,967

$                         630

$                      2,038

Diluted earnings per share

$                        0.02

$                        0.09

$                        0.03

$                        0.06

Diluted weighted average shares outstanding

22,436

22,436

24,586

31,317

28

2015 Financial Summary

CARETRUST REIT, INC.

RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share)

(unaudited)

One Month

Quarter

Quarter

Quarter

Ended

Ended

Ended

Ended

June 30, 2014

September 30, 2014

December 31, 2014

March 31, 2015

Net income

$                         456

$                      1,967

$                         630

$                      2,038

Depreciation and amortization

1,794

5,362

5,369

5,599

Interest expense

1,967

5,943

5,900

5,901

Amortization of stock-based compensation

-

-

154

366

EBITDA

4,217

13,272

12,053

13,904

Acquisition costs

-

-

47

-

Costs associated with the Spin-Off

254

30

168

-

Adjusted EBITDA

$                      4,471

$                   13,302

$                    12,268

$                   13,904

Net income

$                         456

$                      1,967

$                         630

$                      2,038

Real estate related depreciation and amortization

1,794

5,362

5,365

5,593

Funds from Operations (FFO)

2,250

7,329

5,995

7,631

Acquisition costs

-

-

47

-

Costs associated with the Spin-Off

254

30

168

-

Normalized FFO

$                      2,504

$                      7,359

$                      6,210

$                      7,631

Net income

$                         456

$                      1,967

$                         630

$                      2,038

Real estate related depreciation and amortization

1,794

5,362

5,365

5,593

Amortization of deferred financing costs

175

533

553

547

Amortization of stock-based compensation

-

-

154

366

Funds Available for Distribution (FAD)

2,425

7,862

6,702

8,544

Acquisition costs

-

-

47

-

Costs associated with the Spin-Off

254

30

168

-

Normalized FAD

$                      2,679

$                      7,892

$                      6,917

$                      8,544

FFO per share

$                        0.10

$                        0.33

$                        0.24

$                        0.24

Normalized FFO per share

$                        0.11

$                        0.33

$                        0.25

$                        0.24

FAD per share

$                        0.11

$                        0.35

$                        0.27

$                        0.27

Normalized FAD per share

$                        0.12

$                        0.35

$                        0.28

$                        0.27

Diluted weighted average shares outstanding (1)

22,436

22,436

24,586

31,420

(1) For the quarter ended March 31, 2015, the diluted weighted average shares includes unvested restricted stock awards as the effect is more dilutive.

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

29

Cluster

Ready

Local

Leader

Pipeline

Geographic

Limits

Turnaround

Opportunities

Ensign Strategy

Note: For one year after the spin-off, CareTrust was subject to the Opportunities Agreement with Ensign, which afforded Ensign

certain rights of first refusal to some of CareTrust’s investment opportunities. That agreement expired on May 31, 2015.

CareTrust Strategy

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 3/30/2015

(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

30

1

2

2