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): May 2, 2017

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)	(I.R.S. 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))

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 May 2, 2017, CareTrust REIT, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter ended March 31, 2017. 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 first quarter ended March 31, 2017 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 CareTrust REIT, Inc., dated May 2, 2017
99.2	Supplemental financial information for the quarter ended March 31, 2017

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: May 2, 2017	CARETRUST REIT, INC.
	By:	/s/ William M. Wagner
		William M. Wagner
		Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

CareTrust REIT Announces First Quarter 2017 Operating Results

Conference Call Scheduled for Wednesday, May 3, 2017 at 1:00 pm ET

San Clemente, Calif., May 02, 2017 (GLOBE NEWSWIRE) – CareTrust REIT, Inc. (NASDAQ:CTRE) reported today operating results for the first quarter of 2017, as well as other recent events.

For the quarter, CareTrust REIT:

• Posted net income of $0.15, normalized FFO of $0.29 and normalized FAD of $0.30, all per diluted weighted-average common share;

• Sold 7.2 million shares under its at-the-market equity offering program, raising $109.8 million of gross proceeds which were used to fund acquisitions and reduce revolver borrowings to $27 million as of quarter-end;

• Invested approximately $55.3 million (inclusive of transaction costs) at a blended initial cash yield of 9.2%, including five skilled nursing facilities and two assisted living and memory care facilities;

• Further diversified its tenant base by expanding its net-lease relationship with Premier Senior Living and initiating a new net-lease tenant relationship with affiliates of WLC Management Firm; and

• Reduced its run-rate debt-to-EBITDA ratio to 3.65x and its debt-to-enterprise value to 24%, each as of quarter-end.

Approximately $55.3 Million in New Investments

Discussing CareTrust REIT’s progress, Chairman and Chief Executive Officer Greg Stapley remarked, “Our 2017 has started off well, with two great acquisitions, robust demand under our ATM program, and lower-than-ever debt levels that position us extremely well for the rest of the year.” Mr. Stapley also noted that the company posted record quarterly FFO per share, increased its quarterly dividend by 8.8% to $0.185 per common share, and has recently seen the outlook on its credit ratings upgraded by both Moody’s and Standard & Poor’s from “stable” to “positive.” He concluded, “Our team remains committed to our disciplined investment approach, and with these recent accomplishments, we are more optimistic than ever about CareTrust REIT’s ability to create long-term shareholder value.”

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Financial Results for the Quarter Ended March 31, 2017

Chief Financial Officer Bill Wagner reported that for the quarter, CareTrust REIT generated net income of $10.3 million, or $0.15 per diluted weighted-average common share, normalized FFO of $19.3 million, or $0.29 per diluted weighted-average common share, and normalized FAD of $20.4 million, or $0.30 per diluted weighted-average common share.

Capital Events and Liquidity

Discussing CareTrust REIT’s current liquidity, Mr. Wagner reported significant activity in the company’s at-the-market equity program. During the quarter, CareTrust REIT issued approximately 7.2 million shares of common stock through the program at an average price of $15.31 per share, for $109.8 million in gross proceeds. “We couldn’t be more pleased with the recent demand for our equity, which all but completely exhausted the current authorization under our at-the-market equity program in the quarter,” said Mr. Wagner.

Mr. Wagner further reported a quarter-end outstanding balance of approximately $27.0 million under CareTrust REIT’s $400 million unsecured revolving credit facility. He added that CareTrust REIT’s run-rate debt-to-EBITDA ratio was approximately 3.65x, and its debt-to-enterprise value was 24%, each at quarter-end. He also noted that CareTrust REIT continues to have no property-level debt and, taking into account existing extension rights, no debt maturing before 2020.

2017 Net Income and FFO Guidance Confirmed and FAD Guidance Revised

Notwithstanding the significant equity issuances in the quarter, Mr. Wagner confirmed CareTrust REIT’s previously-issued 2017 earnings guidance for net income and FFO per share. On a per-diluted weighted-average common share basis, CareTrust REIT expects net income of approximately $0.60 to $0.62, normalized FFO of approximately $1.11 to $1.13, and normalized FAD of approximately $1.17 to $1.19. This 2017 guidance assumes no new acquisitions beyond those announced, no new debt incurrences or additional equity issuances, and no future CPI-based rent escalators under CareTrust REIT’s long-term net-leases.

Increased Dividend

During the quarter, CareTrust increased its quarterly dividend by 8.8% to $0.185 per common share. “On an annualized basis, our quarterly dividend represents a payout ratio of approximately 66% based on the midpoint of our 2017 normalized FFO guidance,” said Mr. Wagner. “At this level, our dividend remains among the best-protected of all our industry peers, while giving us ample additional growth capital to reinvest and providing a solid overall return to our shareholders,” he added.

Conference Call

A conference call will be held on Wednesday, May 3, at 1:00 p.m. Eastern Time (10:00 a.m. Pacific Time), during which CareTrust REIT’s management will discuss first quarter results, recent developments and other matters affecting CareTrust REIT’s business and prospects. The dial-in number for this call is (844) 220-4972 (U.S.) or (317) 973-4053 (International). The conference ID number is 15428770. 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. The call will be recorded, and will be available for replay via the website for 30 days following the call.

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About CareTrust REIT^TM

CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition and leasing of seniors housing and healthcare-related properties. With 158 net-leased healthcare properties and three operated seniors housing properties in 21 states, CareTrust is pursuing opportunities across the nation to acquire properties that will be leased to a diverse group of local, regional and national seniors housing operators, healthcare services providers, and other healthcare-related businesses. 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 our intent, belief or expectations, including, but not limited to, statements regarding future financial and financing positions, business and acquisition strategies, growth prospects, operating and financial performance, expectations regarding the making of distributions, payment of dividends, compliance with and changes in governmental regulations, 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 to achieve some or all of the expected benefits from the completed spin-off from The Ensign Group, Inc. (“Ensign”); (ii) 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 and the ability and willingness of Ensign to meet and/or perform its obligations under the contractual arrangements that it entered into with us in connection with such spin-off, including its triple-net long-term leases with us, and any of its obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (iii) the ability and willingness of our tenants to comply with laws, rules and regulations in the operation of the properties we lease to them; (iv) the ability and willingness of our tenants, including Ensign, to renew their leases with us upon 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, and obligations, including indemnification obligations, that we may incur in connection with the replacement of an existing tenant; (v) the availability of and the ability to identify suitable acquisition opportunities and the ability to acquire and lease the respective properties on favorable terms; (vi) the ability to generate sufficient cash flows to service our outstanding indebtedness; (vii) access to debt and equity

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capital markets; (viii) fluctuating interest rates; (ix) the ability to retain our key management personnel; (x) the ability to maintain our status as a real estate investment trust (“REIT”); (xi) changes in the U.S. tax laws and other state, federal or local laws, whether or not specific to REITs; (xii) other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and (xiii) any additional factors identified in our filings with the Securities and Exchange Commission (“SEC”), including those in our Annual Report on Form 10-K for the year ended December 31, 2016 under the heading entitled “Risk Factors,” as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC.

Information in this press release or the related conference call is provided as of March 31, 2017, unless specifically stated otherwise. We expressly disclaim 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 our 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 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 Information

CareTrust REIT, Inc.

(949) 542-3130

ir@caretrustreit.com

SOURCE: CareTrust REIT, Inc.

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CARETRUST REIT, INC.

CONSOLIDATED INCOME STATEMENTS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended March 31,
	2017		2016
Revenues:
Rental income	$	27,339	$	20,897
Tenant reimbursements		2,321		1,797
Independent living facilities		793		681
Interest and other income		155		254
Total revenues		30,608		23,629
Expenses:
Depreciation and amortization		9,076		7,293
Interest expense		5,879		6,187
Property taxes		2,321		1,797
Independent living facilities		661		620
General and administrative		2,390		2,230
Total expenses		20,327		18,127
Net income	$	10,281	$	5,502
Earnings per common share:
Basic	$	0.15	$	0.11
Diluted	$	0.15	$	0.11
Weighted average shares outstanding:
Basic		66,951		48,101
Diluted		66,951		48,101
Dividends declared per common share	$	0.185	$	0.17

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CARETRUST REIT, INC.

RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share amounts)

(unaudited)

	Quarter			Quarter
	Ended			Ended
	March 31, 2017			March 31, 2016
Net income	$	10,281		$	5,502
Depreciation and amortization		9,076			7,293
Interest expense		5,879			6,187
Amortization of stock-based compensation		536			431
EBITDA		25,772			19,413
Normalized EBITDA	$	25,772		$	19,413
Net income	$	10,281		$	5,502
Real estate related depreciation and amortization		9,050			7,270
Funds from Operations (FFO)		19,331			12,772
Write-off of deferred financing fees		—			326
Normalized FFO	$	19,331		$	13,098
Net income	$	10,281		$	5,502
Real estate related depreciation and amortization		9,050			7,270
Amortization of deferred financing fees		561			556
Amortization of stock-based compensation		536			431
Straight-line rental income		(72	)		—
Funds Available for Distribution (FAD)		20,356			13,759
Write-off of deferred financing fees		—			326
Normalized FAD	$	20,356		$	14,085
FFO per share	$	0.29		$	0.26
Normalized FFO per share	$	0.29		$	0.27
FAD per share	$	0.30		$	0.29
Normalized FAD per share	$	0.30		$	0.29
Diluted weighted average shares outstanding [1]		67,133			48,258

[1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method.

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CARETRUST REIT, INC.

CONSOLIDATED INCOME STATEMENTS - 5 QUARTER TREND

(in thousands, except per share amounts)

(unaudited)

	Quarter		Quarter		Quarter		Quarter			Quarter
	Ended		Ended		Ended		Ended			Ended
	March 31, 2016		June 30, 2016		September 30, 2016		December 31, 2016			March 31, 2017
Revenues:
Rental income	$	20,897	$	22,781	$	24,179	$	25,269		$	27,339
Tenant reimbursements		1,797		1,929		2,089		2,031			2,321
Independent living facilities		681		730		766		793			793
Interest and other income		254		261		72		150			155
Total revenues		23,629		25,701		27,106		28,243			30,608
Expenses:
Depreciation and amortization		7,293		7,892		8,248		8,532			9,076
Interest expense		6,187		5,440		5,743		5,829			5,879
Property taxes		1,797		1,929		2,089		2,031			2,321
Independent living facilities		620		598		708		623			661
Acquisition costs		—		—		203		2			—
General and administrative		2,230		2,211		2,283		2,573			2,390
Total expenses		18,127		18,070		19,274		19,590			20,327
Other income (expense):
Loss on sale of real estate		—		—		—		(265	)		—
Net income	$	5,502	$	7,631	$	7,832	$	8,388		$	10,281
Diluted earnings per common share	$	0.11	$	0.13	$	0.13	$	0.14		$	0.15
Diluted weighted average shares outstanding		48,101		57,478		57,595		60,875			66,951

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CARETRUST REIT, INC.

RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES - 5 QUARTER TREND

(in thousands, except per share amounts)

(unaudited)

	Quarter		Quarter		Quarter			Quarter			Quarter
	Ended		Ended		Ended			Ended			Ended
	March 31, 2016		June 30, 2016		September 30, 2016			December 31, 2016			March 31, 2017
Net income	$	5,502	$	7,631	$	7,832		$	8,388		$	10,281
Depreciation and amortization		7,293		7,892		8,248			8,532			9,076
Interest expense		6,187		5,440		5,743			5,829			5,879
Amortization of stock-based compensation		431		437		339			339			536
EBITDA		19,413		21,400		22,162			23,088			25,772
Acquisition costs		—		—		203			2			—
Loss on sale of real estate		—		—		—			265			—
Normalized EBITDA	$	19,413	$	21,400	$	22,365		$	23,355		$	25,772
Net income	$	5,502	$	7,631	$	7,832		$	8,388		$	10,281
Real estate related depreciation and amortization		7,270		7,867		8,223			8,505			9,050
Loss on sale of real estate		—		—		—			265			—
Funds from Operations (FFO)		12,772		15,498		16,055			17,158			19,331
Write-off of deferred financing fees		326		—		—			—			—
Acquisition costs		—		—		203			2			—
Normalized FFO	$	13,098	$	15,498	$	16,258		$	17,160		$	19,331
Net income	$	5,502	$	7,631	$	7,832		$	8,388		$	10,281
Real estate related depreciation and amortization		7,270		7,867		8,223			8,505			9,050
Amortization of deferred financing fees		556		561		561			561			561
Amortization of stock-based compensation		431		437		339			339			536
Straight-line rental income		—		—		(78	)		(72	)		(72	)
Loss on sale of real estate		—		—		—			265			—
Funds Available for Distribution (FAD)		13,759		16,496		16,877			17,986			20,356
Write-off of deferred financing fees		326		—		—			—			—
Acquisition costs		—		—		203			2			—
Normalized FAD	$	14,085	$	16,496	$	17,080		$	17,988		$	20,356
FFO per share	$	0.26	$	0.27	$	0.28		$	0.28		$	0.29
Normalized FFO per share	$	0.27	$	0.27	$	0.28		$	0.28		$	0.29
FAD per share	$	0.29	$	0.29	$	0.29		$	0.29		$	0.30
Normalized FAD per share	$	0.29	$	0.29	$	0.30		$	0.29		$	0.30
Diluted weighted average shares outstanding [1]		48,258		57,667		57,739			61,028			67,133

[1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method.

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CARETRUST REIT, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands)

	March 31,			December 31,
	2017			2016
	(unaudited)
Assets
Real estate investments, net	$	940,355		$	893,918
Other real estate investments		14,027			13,872
Cash and cash equivalents		1,283			7,500
Accounts and other receivables		7,932			5,896
Prepaid expenses and other assets		1,309			1,369
Deferred financing costs, net		2,532			2,803
Total assets	$	967,438		$	925,358
Liabilities and Equity
Senior unsecured notes payable, net	$	255,561		$	255,294
Senior unsecured term loan, net		99,445			99,422
Unsecured revolving credit facility		27,000			95,000
Accounts payable and accrued liabilities		14,063			12,137
Dividends payable		13,422			11,075
Total liabilities		409,491			472,928
Equity:
Common stock		720			648
Additional paid-in capital		720,061			611,475
Cumulative distributions in excess of earnings		(162,834	)		(159,693	)
Total equity		557,947			452,430
Total liabilities and equity	$	967,438		$	925,358

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CARETRUST REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three Months Ended March 31,
	2017			2016
Cash flows from operating activities:
Net income	$	10,281		$	5,502
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (including a below-market ground lease)		9,080			7,293
Amortization of deferred financing costs		561			556
Write-off of deferred financing costs		—			326
Amortization of stock-based compensation		536			431
Straight-line rental income		(72	)		—
Non cash interest income		(155	)		(254	)
Change in operating assets and liabilities:
Accounts and other receivables		(1,964	)		115
Prepaid expenses and other assets		13			12
Accounts payable and accrued liabilities		1,886			1,013
Net cash provided by operating activities		20,166			14,994
Cash flows from investing activities:
Acquisitions of real estate		(54,568	)		(68,000	)
Improvements to real estate		( 89	)		(27	)
Purchases of equipment, furniture and fixtures		(117	)		(17	)
Escrow deposits for acquisition of real estate		(700	)		(15,730	)
Net cash used in investing activities		(55,474	)		(83,774	)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net		108,166			106,026
Proceeds from the issuance of senior unsecured term loan		—			100,000
Borrowings under unsecured revolving credit facility		45,000			52,000
Payments on unsecured revolving credit facility		(113,000	)		(92,000	)
Payments on the mortgage notes payable		—			(95,022	)
Payments of deferred financing costs		—			(1,324	)
Dividends paid on common stock		(11,075	)		(7,704	)
Net cash provided by financing activities		29,091			61,976
Net decrease in cash and cash equivalents		(6,217	)		(6,804	)
Cash and cash equivalents beginning of period		7,500			11,467
Cash and cash equivalents end of period	$	1,283		$	4,663

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CARETRUST REIT, INC.

DEBT SUMMARY

(dollars in thousands)

(unaudited)

						March 31, 2017
	Interest			Maturity				% of			Deferred			Net Carrying
Debt	Rate			Date		Principal		Principal			Loan Costs			Value
Fixed Rate Debt
Senior unsecured notes payable		5.875	%		2021	$	260,000		67.2	%	$	(4,439	)	$	255,561
Floating Rate Debt
Senior unsecured term loan [1]		2.932	%		2023		100,000		25.8	%		(555	)		99,445
Unsecured revolving credit facility [2]		2.732	%		2019		27,000		7.0	%		—	[3]		27,000
		2.889	%				127,000		32.8	%		(555	)		126,445
Total Debt		4.895	%			$	387,000		100.0	%	$	(4,994	)	$	382,006

[1] Funds can be borrowed at applicable LIBOR plus 1.95% to 2.60% or at the Base Rate (as defined) plus 0.95% to 1.6%.

[2] Funds can be borrowed at applicable LIBOR plus 1.75% to 2.40% or at the Base Rate (as defined) plus 0.75% to 1.4%.

[3] Deferred financing fees are not shown net for the unsecured revolving credit facility and are included in assets on the balance sheet.

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CARETRUST REIT, INC.

RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL MEASURES

(shares in thousands)

(unaudited)

2017 Guidance

	Low			High
Net income	$	0.60		$	0.62
Real estate related depreciation and amortization		0.51			0.51
Funds from Operations (FFO)		1.11			1.13
Normalized FFO	$	1.11		$	1.13
Net income	$	0.60		$	0.62
Real estate related depreciation and amortization		0.51			0.51
Amortization of deferred financing fees		0.03			0.03
Amortization of stock-based compensation		0.03			0.03
Straight-line rental income		(0.00	)		(0.00	)
Funds Available for Distribution (FAD)		1.17			1.19
Normalized FAD	$	1.17		$	1.19
Weighted average shares outstanding:
Diluted		71,021			71,021

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Non-GAAP Financial Measures

EBITDA represents net income before interest expense (including amortization of deferred financing costs), amortization of stock-based compensation, and depreciation and amortization. Normalized EBITDA represents EBITDA as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of core operating performance, such as impairments, expensed acquisition costs, and gains or losses on the sale of real estate. EBITDA and Normalized EBITDA 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 and Normalized EBITDA 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. However, 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 real estate dispositions, real estate depreciation and amortization and impairment charges, and adjustments for unconsolidated partnerships and joint ventures. The Company computes FFO in accordance with NAREIT’s definition.

FAD is defined as FFO excluding non-cash income and expenses, such as amortization of stock-based compensation, amortization of deferred financing costs and the effects of straight-line rent. The Company considers FAD 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 and normalized FAD, 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 written-off deferred financing fees, expensed acquisition costs, and other unanticipated charges. 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.

13

The Company believes that net income, 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 useful in understanding the Company’s operating results independent of its capital structure and indebtedness, 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 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 depreciation and amortization, and, for FAD and normalized FAD, by excluding non-cash income and expenses such as amortization of stock-based compensation, amortization of deferred financing costs, 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.

14

EX-99.2

CARETRUST REIT, INC. FIRST QUARTER 2017 FINANCIAL SUPPLEMENT INVESTING IN THE FUTURE OF HEALTHCARE Applewood of Brookfield (Brookfield, WI) Exhibit 99.2

INVESTING IN THE FUTURE OF HEALTHCARE Disclaimers 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 our intent, belief or expectations, including, but not limited to, statements regarding future financial and financing positions, business and acquisition strategies, growth prospects, operating and financial performance, expectations regarding the making of distributions, payment of dividends, compliance with and changes in governmental regulations, 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 to achieve some or all of the expected benefits from the completed spin-off from The Ensign Group, Inc. (“Ensign”); (ii) 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 and the ability and willingness of Ensign to meet and/or perform its obligations under the contractual arrangements that it entered into with us in connection with such spin-off, including its triple-net long-term leases with us, and any of its obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (iii) the ability and willingness of our tenants to comply with laws, rules and regulations in the operation of the properties we lease to them; (iv) the ability and willingness of our tenants, including Ensign, to renew their leases with us upon 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, and obligations, including indemnification obligations, that we may incur in connection with the replacement of an existing tenant; (v) the availability of and the ability to identify suitable acquisition opportunities and the ability to acquire and lease the respective properties on favorable terms; (vi) the ability to generate sufficient cash flows to service our outstanding indebtedness; (vii) access to debt and equity capital markets; (viii) fluctuating interest rates; (ix) the ability to retain our key management personnel; (x) the ability to maintain our status as a real estate investment trust (“REIT”); (xi) changes in the U.S. tax laws and other state, federal or local laws, whether or not specific to REITs; (xii) other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and (xiii) any additional factors identified in our filings with the Securities and Exchange Commission (“SEC”), including those in our Annual Report on Form 10-K for the year ended December 31, 2016 under the heading entitled “Risk Factors,” as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with 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. Other financial information, including GAAP financial information, is also available on our website. Non-GAAP financial information does not represent financial performance under GAAP and should not be considered in insolation, 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. Ensign is subject to the registration and reporting requirements of the SEC and is required to file with the SEC annual reports containing audited financial information and quarterly reports containing unaudited financial information. Ensign’s financial statements, as filed with the SEC, can be found at Ensign’s website http://www.ensigngroup.net. Information in this supplement is provided as of March 31, 2017, 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 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.

INVESTING IN THE FUTURE OF HEALTHCARE Company Profile Table of Contents CareTrust REIT is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition 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 April 30, 2017, CareTrust REIT has expanded its tenant roster to 17 operators, and has grown its portfolio real estate portfolio to 158 net-leased healthcare properties and three operated seniors housing properties across 21 states, consisting of 15,744 operating beds/units. Management Greg Stapley Chairman and Chief Executive Officer Bill Wagner Chief Financial Officer Dave Sedgwick Vice President of Operations Mark Lamb Director of Investments Contact Information 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 Board of Directors Greg Stapley Chairman David Lindahl Jon Kline Allen Barbieri Spencer G. Plumb KeyBanc Capital Markets Jordan Sadler | (917) 318-2280 Raymond James Jonathan Hughes | (727) 567-2438 Wells Fargo Securities Todd Stender | (562) 637-1371 RBC Capital Markets Michael Carroll | (440) 715-2649 Stifel, Nicolaus & Company Chad Vanacore | (518) 587-2581 BMO Capital Markets John Kim | (212) 885-4115 Canaccord Genuity Paul Morgan | (415) 229-7181 Barclays Joshua R. Raskin, CFA | (212) 526-2279 Stephens Dana Hambly, CFA | (615) 279-4329 JMP Research Peter L. Martin | (415) 835-8904 Analyst Coverage Company Profile 3 CareTrust at a Glance 4 Investments 5 Portfolio Overview Portfolio Performance 6 Tenant Summary 7 Rent Diversification by Tenant 8 Geographic Diversification 9 Rent Diversification by State 10 Lease Maturities 11 Financial Overview Consolidated Income Statements 13 Reconciliation of EBITDA, FFO and FAD 14 Consolidated Balance Sheets 15 Key Debt Metrics 16 Debt Summary 17 Updated 2017 Guidance 18 Equity Capital Transactions 19 Other Financial Highlights 20 Glossary 21

INVESTING IN THE FUTURE OF HEALTHCARE At a Glance 17 Operators 15,480 Operating Beds/Units 21 States 158 Properties $1,100.7M Investments Notes: Amounts are as of March 31, 2017 and exclude our three operated seniors housing properties and our three preferred equity investments. Credit Ratings S&P Corporate Rating: B+ (positive) Senior Unsecured Notes: BB- Moody’s Corporate Rating: B1 (positive) Senior Unsecured Notes: B1 CareTrust REIT, Inc. NASDAQ: CTRE Market Data (as of March 31, 2017) Closing Price: $16.82 52 Week Range: $16.97 - $12.44 Market Cap: $1,220M Enterprise Value: $1,607M Outstanding Shares: 72.6M Annualized Rent $111.7M

INVESTING IN THE FUTURE OF HEALTHCARE Investments Notes: [1] Initial Investment for pre-spin properties represents Ensign's gross book value. Initial Investment for post-spin properties represents CareTrust REIT’s purchase price and transaction costs. [2] Initial Operating Beds/Units as of the acquisition date. [3] Total Cost per Bed/Unit excludes preferred equity investments. [4] Initial Rent represents the annualized acquisition-date base rent or deferred interest income on preferred equity investments. [5] Initial Yield represents Initial Rent divided by Initial Investment. [6] Premier Senior Living’s Initial Rent excludes a first-year rent concession of $202K. There are no other rent concessions under the 15-year lease term. [7] All amounts exclude our three operated seniors housing properties. (dollars in thousands)

Portfolio Performance INVESTING IN THE FUTURE OF HEALTHCARE (dollars in thousands) Notes: [1] Investment for pre-spin properties represents Ensign's gross book value. Investment for post-spin properties represents CareTrust REIT’s cumulative capital investment. Capital investment includes purchase price, transaction costs and landlord-funded capital expenditures, if any. [2] Rent represents March 2017 rent, annualized. [3] Current Yield represents Rent divided by Investment. [4] All amounts exclude our three operated seniors housing properties and our three preferred equity investments. [5] EBITDAR Coverage, EBITDARM Coverage and Occupancy include 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. See “Glossary” for additional information. Applewood of New Berlin (New Berlin, WI) Asset Type Facilities Operating Beds/Units Investment [1] % of Total Investment Rent [2] % of Total Rent Current Yield [3] EBITDAR Coverage EBITDARM Coverage Occupancy Skilled Nursing 108 10,425 718,928 $ 65.3% 75,186 $ 67.3% 10.5% 1.81x 2.36x 77.4% Skilled Nursing Campus 16 2,218 177,510 16.1% 18,402 16.4% 10.4% 1.57x 1.95x 77.4% Seniors Housing 34 2,837 204,243 18.6% 18,161 16.3% 8.9% 1.45x 1.70x 85.1% Total Net-Leased Assets [4] 158 15,480 1,100,682 $ 100.0% 111,749 $ 100.0% 10.2% 1.71x 2.19x 78.8% December 31, 2016 [5] For the period ended As of March 31, 2017

INVESTING IN THE FUTURE OF HEALTHCARE Tenant Summary The Ensign Group (NASDAQ: ENSG) is a publicly-traded, nationwide operator of 215 skilled nursing and assisted living facilities, 93 of which are owned by CareTrust REIT. In addition to being a blue-chip operator, Ensign also operates 20 hospice agencies, 17 home health agencies, and three home care businesses. www.ensigngroup.com Trillium Healthcare Group is a privately-held Florida-based post-acute healthcare company which operates 31 post-acute and seniors housing facilities in Iowa, Nebraska, Florida, and Georgia, 11 of which are owned by CareTrust REIT. www.trilliumhcg.com Premier Senior Living Group, LLC is a privately-held, New York-based assisted living and memory care operator with 20 facilities in New York, Florida, Michigan, North Carolina, Wisconsin, Pennsylvania, and Ohio, eight of which are owned by CareTrust REIT. www.pslgroupllc.com Top Five Tenants by Rent Run-Rate Rent Concentration December 31, 2016 December 31, 2015 December 31, 2014 Priority Management Group is a privately-held, Louisiana-based healthcare company which operates eight post-acute facilities in Texas and Louisiana, four of which are owned by CareTrust REIT. www.prioritymgt.com www.pristinesenior.com Pristine Senior Living is a privately-held, Indiana-based operator of over 1,500 beds across 17 seniors housing and skilled nursing facilities throughout Ohio, 16 of which are owned by CareTrust REIT. March 31, 2017

Rent Diversification by Tenant INVESTING IN THE FUTURE OF HEALTHCARE Notes: Underwriting DARMx and DARx apply for Tenants with less than 12 months operational data Notes: [1] Investment for pre-spin properties represents Ensign's gross book value. Investment for post-spin properties represents CareTrust REIT’s cumulative capital investment. Capital investment includes purchase price, transaction costs and capital expenditures, if any. [2] Rent represents March 2017 rent, annualized. [3] All amounts exclude our three operated seniors housing properties and our three preferred equity investments. (dollars in thousands)

Geographic Diversification 1 ALF 7 SNFs 3 ALFs 2 ALFs 1 ALFs 9 SNFs 1 Campus 3 ALFs 24 SNFs 2 Campuses 12 SNFs 4 Campuses 2 ALFs 1 SNF 2 ALFs 7 SNFs 1 Campus 3 ALFs 16 SNFs 3 Campuses 2 ALFs 4 SNFs 3 ALFs 1 SNF 13 SNFs 2 Campuses 3 ALFs 6 SNFs 1 Campus 1 ALF 1 ALF 3 SNFs 2 Campuses 1 ALF INVESTING IN THE FUTURE OF HEALTHCARE 2 ALFs 4 ALFs 158 Properties 21 States Run-Rate Rent 17 Operators Notes: Amounts are as of March 31, 2017 and exclude our three operated seniors housing properties and our three preferred equity investments. Top Five States Beds/Units Investment 5 SNFs

Rent Diversification by State INVESTING IN THE FUTURE OF HEALTHCARE Notes: [1] Investment for pre-spin properties represents Ensign's gross book value. For post-spin properties, Investment represents CareTrust REIT’s cumulative capital investment. Capital investment includes purchase price, transaction costs and capital expenditures, if any. [2] Rent represents March 2017 rent, annualized. [3] All amounts exclude our three operated seniors housing properties and our three preferred equity investments. (dollars in thousands)

Lease Maturities INVESTING IN THE FUTURE OF HEALTHCARE Lease Maturity Year % of Rent Notes: [1] Lease Maturity Year represents the scheduled expiration year of the primary term of the lease and does not include tenant extension options, if any. [2] Investment for pre-spin properties represents Ensign's gross book value. For post-spin properties, Investment represents CareTrust REIT’s cumulative capital investment, excluding our three operated seniors housing properties and our three preferred equity investments. Capital investment includes purchase price, transaction costs and capital expenditures, if any. [3] Rent represents March 2017 rent, annualized. (dollars in thousands) Broadmoor Medical Lodge (Rockwall, TX)

Financial Overview Copper Ridge Health Care (West Jordan, UT)

Consolidated Income Statements (amounts in thousands, except per share data) INVESTING IN THE FUTURE OF HEALTHCARE

Reconciliation of EBITDA, FFO and FAD INVESTING IN THE FUTURE OF HEALTHCARE (amounts in thousands, except per share data) [1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method. See “Glossary” for additional information. Quarter Quarter Quarter Quarter Quarter Ended Ended Ended Ended Ended March 31, 2016 June 30, 2016 September 30, 2016 December 31, 2016 March 31, 2017 Net income $ 5,502 $ 7,631 $ 7,832 $ 8,388 $ 10,281 Depreciation and amortization 7,293 7,892 8,248 8,532 9,076 Interest expense 6,187 5,440 5,743 5,829 5,879 Amortization of stock-based compensation 431 437 339 339 536 EBITDA 19,413 21,400 22,162 23,088 25,772 Acquisition costs - - 203 2 - Loss on sale of real estate - - - 265 - Normalized EBITDA 19,413 $ 21,400 $ 22,365 $ 23,355 $ 25,772 $ Net income 5,502 $ 7,631 $ 7,832 $ 8,388 $ 10,281 $ Real estate related depreciation and amortization 7,270 7,867 8,223 8,505 9,050 Loss on sale of real estate - - - 265 - Funds from Operations (FFO) 12,772 15,498 16,055 17,158 19,331 Write-off of deferred financing fees 326 - - - - Acquisition costs - - 203 2 - Normalized FFO 13,098 $ 15,498 $ 16,258 $ 17,160 $ 19,331 $ Net income 5,502 $ 7,631 $ 7,832 $ 8,388 $ 10,281 $ Real estate related depreciation and amortization 7,270 7,867 8,223 8,505 9,050 Amortization of deferred financing fees 556 561 561 561 561 Amortization of stock-based compensation 431 437 339 339 536 Straight-line rental income - - (78) (72) (72) Loss on sale of real estate - - - 265 - Funds Available for Distribution (FAD) 13,759 16,496 16,877 17,986 20,356 Write-off of deferred financing fees 326 - - - - Acquisition costs - - 203 2 - Normalized FAD 14,085 $ 16,496 $ 17,080 $ 17,988 $ 20,356 $ FFO per share 0.26 $ 0.27 $ 0.28 $ 0.28 $ 0.29 $ Normalized FFO per share 0.27 $ 0.27 $ 0.28 $ 0.28 $ 0.29 $ FAD per share 0.29 $ 0.29 $ 0.29 $ 0.29 $ 0.30 $ Normalized FAD per share 0.29 $ 0.29 $ 0.30 $ 0.29 $ 0.30 $ Diluted weighted average shares outstanding [1] 48,258 57,667 57,739 61,028 67,133

Consolidated Balance Sheets (dollars in thousands) INVESTING IN THE FUTURE OF HEALTHCARE

INVESTING IN THE FUTURE OF HEALTHCARE Key Debt Metrics Debt to EBITDA[1] Debt to Enterprise Value[2] [1] Debt to EBITDA compares total debt as of the last day of the quarter to the annualized EBITDA for the quarter. [2] Debt to Enterprise Value compares total debt as of the last day of the quarter to CareTrust REIT’s Enterprise Value as of the last day of the quarter. See “Glossary” for additional information. Stone Bridge Nursing & Rehabilitation Center (Benton, IL)

Debt Summary INVESTING IN THE FUTURE OF HEALTHCARE (dollars in thousands) 7 Notes: [1] Funds can be borrowed at applicable LIBOR plus 1.95% to 2.60% or at the Base Rate (as defined) plus 0.95% to 1.6%. [2] Funds can be borrowed at applicable LIBOR plus 1.75% to 2.40% or at the Base Rate (as defined) plus 0.75% to 1.4%. [3] Deferred financing fees are not shown net for the unsecured revolving credit facility and are included in assets on the balance sheet. [4] Unsecured revolving credit facility matures in 2020, taking into account existing extension rights. Principal Debt Maturity Year [4]

Updated 2017 Guidance INVESTING IN THE FUTURE OF HEALTHCARE (shares in thousands) See “Glossary” for additional information.

INVESTING IN THE FUTURE OF HEALTHCARE Equity Capital Transactions Follow-On Equity Offering Activity At-the-Market Offering Activity Notes: [1] Represents average follow-on equity offerings per-share price. 2015 Q1 Q2 Q3 Q4 Total Number of Shares (000s) 16,330 - 9,775 - 6,325 16,100 Public Offering Price per Share 10.50 $ - $ 11.35 $ - $ 13.35 $ 12.14 $ [1] Gross Proceeds (000s) 171,465 $ - $ 110,946 $ - $ 84,439 $ 195,385 $ 2016 2017 Total Q1 Q2 Q3 Q4 Q1 Number of Shares (000s) - - 183 741 7,175 8,098 Average Price per Share - $ - $ 15.61 $ 15.24 $ 15.31 $ 15.31 $ Gross Proceeds (000s) - $ - $ 2,856 $ 11,291 $ 109,813 $ 123,961 $ 2016

Normalized FFO per Share Other Financial Highlights Dividend History Normalized FFO Payout Ratio[1] 20 Notes: [1] Normalized FFO Payout Ratio represents dividends declared divided by Normalized FFO, in each case for the applicable quarter. See “Glossary” for additional information. INVESTING IN THE FUTURE OF HEALTHCARE Applewood of Brookfield Assisted Living (Brookfield, WI) Royse City Health and Rehabilitation Center (Royse City, TX)

Glossary INVESTING IN THE FUTURE OF HEALTHCARE 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 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 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) divided by the base rent payable to CareTrust REIT under such master lease (or other grouping) for the same period. For this supplement, the reported period is the trailing twelve-month period ended December 31, 2016. Notwithstanding the foregoing, for any facility for which CareTrust REIT has not received four consecutive quarters of post-acquisition operating reports, the quarterly EBITDAR used in this calculation is the proforma EBITDAR utilized in CareTrust REIT’s underwriting process, annualized. Beginning with the fifth quarter of reported post-acquisition operating performance, each reported quarter EBITDAR replaces the oldest underwriting proforma quarter EBITDAR, until all previously-used proforma quarters EBITDAR amounts are eliminated from the calculation. 21 EBITDARM Earnings before interest expense, income tax, depreciation, amortization, 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) divided by the base rent payable to CareTrust REIT under such master lease (or other grouping) for the same period. For this supplement, the reported period is the trailing twelve-month period ended December 31, 2016. Notwithstanding the foregoing, for any facility for which CareTrust REIT has not received four consecutive quarters of post-acquisition operating reports, the quarterly EBITDARM used in this calculation is the proforma EBITDARM utilized in CareTrust REIT’s underwriting process annualized. Beginning with the fifth quarter of reported post-acquisition operating performance, each reported quarter EBITDARM replaces the oldest underwriting proforma quarter EBITDARM, until all previously-used proforma quarters EBITDARM amounts are eliminated from the calculation. Enterprise Value Share price multiplied by the number of outstanding shares plus total outstanding debt, each as of a specified date. Funds Available for Distribution (“FAD”) FFO, excluding straight-line rental income adjustments and amortization of deferred financing fees and stock-based compensation expense.[2] Funds from Operations (“FFO”) Net income, excluding gains and losses from real estate dispositions, before real estate depreciation and amortization and real estate impairment charges. CareTrust REIT calculates and reports FFO in accordance with the definition and interpretive guidelines issued by the National Association of Real Estate Investment Trusts.[2]

INVESTING IN THE FUTURE OF HEALTHCARE 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. Normalized EBITDA EBITDA, adjusted for certain income and expense items the Company does not believe are indicative of its ongoing results, such as certain acquisition costs and losses from real estate dispositions.[1] Normalized FAD FAD, adjusted for certain income and expense items the Company does not believe are indicative of its ongoing results, such as written-off deferred financing fees and certain acquisition costs.[2] Normalized FFO FFO, adjusted for certain income and expense items the Company does not believe are indicative of its ongoing results, such as written-off deferred financing fees and certain acquisition costs.[2] Occupancy A facility’s occupied operating beds/units divided by the total available operating beds/units for that facility, in each case for the trailing twelve-months ended December 31, 2016; provided that Occupancy for any facility acquired during such twelve-months period may be normalized. Seniors Housing Includes ALFs, ILFs, dedicated memory care facilities and similar facilities. Skilled Nursing Campus Facilities that include a combination of Skilled Nursing beds and Seniors Housing units. 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 and Normalized EBITDA 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 and Normalized EBITDA 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. [2] CareTrust REIT believes FAD, FFO, Normalized FAD, and Normalized FFO (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 and Normalized FFO can facilitate meaningful comparisons of operating performance between periods and between other companies. However, FAD, FFO, Normalized FAD, and Normalized FFO (and their 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 22

CareTrust REIT, Inc. 905 Calle Amanecer, Suite 300 San Clemente, CA 92673 NASDAQ: CTRE www.caretrustreit.com INVESTING IN THE FUTURE OF HEALTHCARE Bridgeport Health & Rehab - Lobby (Bridgeport, TX)