SUMMARIZED CONDENSED CONSOLIDATING INFORMATION

The Notes issued by the Operating Partnership and CareTrust Capital Corp. on May 10, 2017 are jointly and severally, fully and unconditionally, guaranteed by CareTrust REIT, Inc., as the parent guarantor (the “Parent Guarantor”), and the wholly owned subsidiaries of the Parent Guarantor other than the Issuers (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), subject to automatic release under certain customary circumstances, including if the Subsidiary Guarantor is sold or sells all or substantially all of its assets, the Subsidiary Guarantor is designated “unrestricted” for covenant purposes under the indenture governing the Notes, the Subsidiary Guarantor’s guarantee of other indebtedness which resulted in the creation of the guarantee of the Notes is terminated or released, or the requirements for legal defeasance or covenant defeasance or to discharge the indenture have been satisfied.

The following provides information regarding the entity structure of the Parent Guarantor, the Issuers and the Subsidiary Guarantors:

CareTrust REIT, Inc. – The Parent Guarantor was formed on October 29, 2013 in anticipation of the separation of Ensign’s healthcare business and its real estate business into two separate and independently publicly traded companies (the “Spin-Off”) and was a wholly owned subsidiary of Ensign prior to the effective date of the Spin-Off on June 1, 2014. The Parent Guarantor did not conduct any operations or have any business prior to the date of the consummation of the Spin-Off related transactions.

CTR Partnership, L.P. and CareTrust Capital Corp. – The Issuers, each of which is a wholly owned subsidiary of the Parent Guarantor, were formed on May 8, 2014 and May 9, 2014, respectively, in anticipation of the Spin-Off and the related transactions. The Issuers did not conduct any operations or have any business prior to the date of the consummation of the Spin-Off related transactions.

Subsidiary Guarantors – The Subsidiary Guarantors consist of all of the subsidiaries of the Parent Guarantor other than the Issuers.

Pursuant to Rule 3-10 of Regulation S-X, the following summarized consolidating information is provided for the Parent Guarantor, the Issuers, and the Subsidiary Guarantors. There are no subsidiaries of the Company other than the Issuers and the Subsidiary Guarantors. This summarized financial information has been prepared from the financial statements of the Company and the books and records maintained by the Company.

CONDENSED CONSOLIDATING BALANCE SHEETS

MARCH 31, 2019

(in thousands, except share and per share amounts)



	Parent Guarantor			Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Assets:
Real estate investments, net	$	—		$	935,419	$	323,917	$	—		$	1,259,336
Other real estate investments, net	—			23,673		5,746		—			29,419
Cash and cash equivalents	—			214,354		—		—			214,354
Accounts and other receivables, net	—			8,350		10		—			8,360
Prepaid expenses and other assets	—			8,756		3		—			8,759
Deferred financing costs, net	—			3,758		—		—			3,758
Investment in subsidiaries	831,117			495,487		—		(1,326,604		)	—
Intercompany	—			—		166,008		(166,008		)	—
Total assets	$	831,117		$	1,689,797	$	495,684	$	(1,492,612	)	$	1,523,986
Liabilities and Equity:
Senior unsecured notes payable, net	$	—		$	295,342	$	—	$	—		$	295,342
Senior unsecured term loan, net	—			198,555		—		—			198,555
Unsecured revolving credit facility	—			185,000		—		—			185,000
Accounts payable and accrued liabilities	—			13,775		197		—			13,972
Dividends payable	20,086			—		—		—			20,086
Intercompany	—			166,008		—		(166,008		)	—
Total liabilities	20,086			858,680		197		(166,008		)	712,955
Equity:
Common stock, $0.01 par value; 500,000,000 shares authorized, 88,398,273 shares issued and outstanding as of March 31, 2019	884			—		—		—			884
Additional paid-in capital	1,012,295			689,725		321,761		(1,011,486		)	1,012,295
Cumulative distributions in excess of earnings	(202,148		)	141,392		173,726		(315,118		)	(202,148		)
Total equity	811,031			831,117		495,487		(1,326,604		)	811,031
Total liabilities and equity	$	831,117		$	1,689,797	$	495,684	$	(1,492,612	)	$	1,523,986

CONDENSED CONSOLIDATING BALANCE SHEETS

DECEMBER 31, 2018

(in thousands, except share and per share amounts)



	Parent Guarantor			Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Assets:
Real estate investments, net	$	—		$	887,921	$	328,316	$	—		$	1,216,237
Other real estate investments, net	—			12,299		5,746		—			18,045
Cash and cash equivalents	—			36,792		—		—			36,792
Accounts and other receivables, net	—			9,359		2,028		—			11,387
Prepaid expenses and other assets	—			8,666		2		—			8,668
Deferred financing costs, net	—			633		—		—			633
Investment in subsidiaries	786,030			484,955		—		(1,270,985		)	—
Intercompany	—			—		151,242		(151,242		)	—
Total assets	$	786,030		$	1,440,625	$	487,334	$	(1,422,227	)	$	1,291,762
Liabilities and Equity:
Senior unsecured notes payable, net	$	—		$	295,153	$	—	$	—		$	295,153
Senior unsecured term loan, net	—			99,612		—		—			99,612
Unsecured revolving credit facility	—			95,000		—		—			95,000
Accounts payable and accrued liabilities	—			13,588		2,379		—			15,967
Dividends payable	17,783			—		—		—			17,783
Intercompany	—			151,242		—		(151,242		)	—
Total liabilities	17,783			654,595		2,379		(151,242		)	523,515
Equity:
Common stock, $0.01 par value; 500,000,000 shares authorized, 85,867,044 shares issued and outstanding as of December 31, 2018	859			—		—		—			859
Additional paid-in capital	965,578			661,686		321,761		(983,447		)	965,578
Cumulative distributions in excess of earnings	(198,190		)	124,344		163,194		(287,538		)	(198,190		)
Total equity	768,247			786,030		484,955		(1,270,985		)	768,247
Total liabilities and equity	$	786,030		$	1,440,625	$	487,334	$	(1,422,227	)	$	1,291,762

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2019

(in thousands)



	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	23,569	$	14,778	$	—		$	38,347
Independent living facilities	—		—		860		—			860
Interest and other income	—		451		—		—			451
Total revenues	—		24,020		15,638		—			39,658
Expenses:
Depreciation and amortization	—		7,503		4,399		—			11,902
Interest expense	—		6,860		—		—			6,860
Property taxes	—		826		—		—			826
Independent living facilities	—		—		707		—			707
General and administrative	994		2,316		—		—			3,310
Total expenses	994		17,505		5,106		—			23,605
Income in Subsidiary	17,047		10,532		—		(27,579		)	—
Net income	$	16,053	$	17,047	$	10,532	$	(27,579	)	$	16,053

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

(in thousands)



	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	19,398	$	14,418	$	—		$	33,816
Tenant reimbursements	—		1,764		1,204		—			2,968
Independent living facilities	—		—		799		—			799
Interest and other income	—		423		95		—			518
Total revenues	—		21,585		16,516		—			38,101
Expenses:
Depreciation and amortization	—		6,937		4,640		—			11,577
Interest expense	—		7,092		—		—			7,092
Property taxes	—		1,764		1,204		—			2,968
Independent living facilities	—		—		716		—			716
General and administrative	904		2,288		—		—			3,192
Total expenses	904		18,081		6,560		—			25,545
Gain on sale of real estate	—		2,051		—		—			2,051
Income in Subsidiary	15,511		9,956		—		(25,467		)	—
Net income	$	14,607	$	15,511	$	9,956	$	(25,467	)	$	14,607

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2019

(in thousands)



	Parent Guarantor			Issuers			Combined Subsidiary Guarantors			Elimination			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities	$	—		$	15,308		$	14,766		$	—		$	30,074
Cash flows from investing activities:
Acquisitions of real estate	—			(52,697		)	—			—			(52,697		)
Improvements to real estate	—			(452		)	—			—			(452		)
Purchases of equipment, furniture and fixtures	—			(1,806		)	—			—			(1,806		)
Investment in real estate mortgage and other loans receivable	—			(11,389		)	—			—			(11,389		)
Principal payments received on real estate mortgage and other loans receivable	—			411			—			—			411
Escrow deposits for acquisitions of real estate	—			(375		)	—			—			(375		)
Net proceeds from the sale of real estate	—			131			—			—			131
Distribution from subsidiary	17,710			—			—			(17,710		)	—
Intercompany financing	(45,765		)	14,766			—			30,999			—
Net cash used in investing activities	(28,055		)	(51,411		)	—			13,289			(66,177		)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net	47,260			—			—			—			47,260
Proceeds from the issuance of senior unsecured term loan	—			200,000			—			—			200,000
Borrowings under unsecured revolving credit facility	—			185,000			—			—			185,000
Payments on senior unsecured term loan	—			(100,000		)	—			—			(100,000		)
Payments on unsecured revolving credit facility	—			(95,000		)	—			—			(95,000		)
Payments of deferred financing costs	—			(4,390		)	—			—			(4,390		)
Net-settle adjustment on restricted stock	(1,495		)	—			—			—			(1,495		)
Dividends paid on common stock	(17,710		)	—			—			—			(17,710		)
Distribution to Parent	—			(17,710		)	—			17,710			—
Intercompany financing	—			45,765			(14,766		)	(30,999		)	—
Net cash provided by (used in) financing activities	28,055			213,665			(14,766		)	(13,289		)	213,665
Net increase in cash and cash equivalents	—			177,562			—			—			177,562
Cash and cash equivalents, beginning of period	—			36,792			—			—			36,792
Cash and cash equivalents, end of period	$	—		$	214,354		$	—		$	—		$	214,354

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2018

(in thousands)



	Parent Guarantor			Issuers			Combined Subsidiary Guarantors			Elimination			Consolidated
Cash flows from operating activities:
Net cash provided by operating activities:	$	—		$	7,295		$	14,764		$	—		$	22,059
Cash flows from investing activities:
Acquisitions of real estate	—			(47,103		)	—			—			(47,103		)
Improvements to real estate	—			—			(11		)	—			(11		)
Purchases of equipment, furniture and fixtures	—			(23		)	(4		)	—			(27		)
Principal payments received on mortgage loan receivable	—			23			—			—			23
Escrow deposit for acquisition of real estate	—			(1,000		)	—			—			(1,000		)
Net proceeds from the sale of real estate	—			13,004			—			—			13,004
Distribution from subsidiary	14,044			—			—			(14,044		)	—
Intercompany financing	615			14,749			—			(15,364		)	—
Net cash provided by (used in) investing activities	14,659			(20,350		)	(15		)	(29,408		)	(35,114		)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net	(10		)	—			—			—			(10		)
Borrowings under unsecured revolving credit facility	—			60,000			—			—			60,000
Payments on unsecured revolving credit facility	—			(25,000		)	—			—			(25,000		)
Net-settle adjustment on restricted stock	(605		)	—			—			—			(605		)
Dividends paid on common stock	(14,044		)	—			—			—			(14,044		)
Distribution to Parent	—			(14,044		)	—			14,044			—
Intercompany financing	—			(615		)	(14,749		)	15,364			—
Net cash (used in) provided by financing activities	(14,659		)	20,341			(14,749		)	29,408			20,341
Net increase in cash and cash equivalents	—			7,286			—			—			7,286
Cash and cash equivalents, beginning of period	—			6,909			—			—			6,909
Cash and cash equivalents, end of period	$	—		$	14,195		$	—		$	—		$	14,195