Summarized Condensed Consolidating Information

12 Months Ended

Dec. 31, 2019

Summarized Condensed Consolidating And Combining Information [Abstract]

Summarized Condensed Consolidating Information

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 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

DECEMBER 31, 2019

(in thousands, except share and per share amounts)

	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Assets:
Real estate investments, net	$	—	$	894,830	$	519,370	$	—		$	1,414,200
Other real estate investments, net	—		29,500		3,800		—			33,300
Assets held for sale, net	—		34,590		—		—			34,590
Cash and cash equivalents	—		20,327		—		—			20,327
Accounts and other receivables, net	—		2,549		22		—			2,571
Prepaid expenses and other assets	—		10,847		3		—			10,850
Deferred financing costs, net	—		3,023		—		—			3,023
Investment in subsidiaries	949,275		541,019		—		(1,490,294		)	—
Intercompany	—		—		19,295		(19,295		)	—
Total assets	$	949,275	$	1,536,685	$	542,490	$	(1,509,589	)	$	1,518,861
Liabilities and Equity:
Senior unsecured notes payable, net	$	—	$	295,911	$	—	$	—		$	295,911
Senior unsecured term loan, net	—		198,713		—		—			198,713
Unsecured revolving credit facility	—		60,000		—		—			60,000
Accounts payable and accrued liabilities	—		13,491		1,471		—			14,962
Dividends payable	21,684		—		—		—			21,684
Intercompany	—		19,295		—		(19,295		)	—
Total liabilities	21,684		587,410		1,471		(19,295		)	591,270
Total equity	927,591		949,275		541,019		(1,490,294		)	927,591
Total liabilities and equity	$	949,275	$	1,536,685	$	542,490	$	(1,509,589	)	$	1,518,861

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 YEAR ENDED DECEMBER 31, 2019

(in thousands)

	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	81,380	$	74,287	$	—		$	155,667
Independent living facilities	—		—		3,389		—			3,389
Interest and other income	—		3,001		1,344		—			4,345
Total revenues	—		84,381		79,020		—			163,401
Expenses:
Depreciation and amortization	—		30,436		21,386		—			51,822
Interest expense	—		28,125		—		—			28,125
Property taxes	—		2,887		161		—			3,048
Independent living facilities	—		—		2,898		—			2,898
Impairment of real estate investments	—		16,692		—		—			16,692
Provision for loan losses	—		1,076		—		—			1,076
General and administrative	4,218		10,868		72		—			15,158
Total expenses	4,218		90,084		24,517		—			118,819
Gain on sale of real estate	—		217		1,560		—			1,777
Income in Subsidiary	50,577		56,063		—		(106,640		)	—
Net income	$	46,359	$	50,577	$	56,063	$	(106,640	)	$	46,359

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2018

(in thousands)

	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	81,560	$	58,513	$	—		$	140,073
Tenant reimbursements	—		7,173		4,751		—			11,924
Independent living facilities	—		—		3,379		—			3,379
Interest and other income	—		1,369		196		—			1,565
Total revenues	—		90,102		66,839		—			156,941
Expenses:
Depreciation and amortization	—		27,553		18,213		—			45,766
Interest expense	—		27,860		—		—			27,860
Property taxes	—		7,173		4,751		—			11,924
Independent living facilities	—		—		2,964		—			2,964
General and administrative	3,856		8,623		76		—			12,555
Total expenses	3,856		71,209		26,004		—			101,069
Gain on sale of real estate	—		2,051		—		—			2,051
Income in Subsidiary	61,779		40,835		—		(102,614		)	—
Net income	$	57,923	$	61,779	$	40,835	$	(102,614	)	$	57,923

CONDENSED CONSOLIDATING INCOME STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2017

(in thousands)

	Parent Guarantor		Issuers		Combined Subsidiary Guarantors		Elimination			Consolidated
Revenues:
Rental income	$	—	$	60,464	$	57,169	$	—		$	117,633
Tenant reimbursements	—		5,493		4,761		—			10,254
Independent living facilities	—		—		3,228		—			3,228
Interest and other income	—		215		1,652		—			1,867
Total revenues	—		66,172		66,810		—			132,982
Expenses:
Depreciation and amortization	—		20,048		19,111		—			39,159
Interest expense	—		24,196		—		—			24,196
Loss on the extinguishment of debt	—		11,883		—		—			11,883
Property taxes	—		5,493		4,761		—			10,254
Independent living facilities	—		—		2,733		—			2,733
Impairment of real estate investment	—		—		890		—			890
Reserve for advances and deferred rent	—		10,414		—		—			10,414
General and administrative	2,638		8,417		62		—			11,117
Total expenses	2,638		80,451		27,557		—			110,646
Gain on disposition of other real estate investment	—		—		3,538		—			3,538
Income in Subsidiary	28,512		42,791		—		(71,303		)	—
Net income	$	25,874	$	28,512	$	42,791	$	(71,303	)	$	25,874

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2019

(in thousands)

	Parent Guarantor			Issuers			Combined Subsidiary Guarantors			Elimination			Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(114	)	$	49,681		$	76,728		$	—		$	126,295
Cash flows from investing activities:
Acquisitions of real estate, net of deposits applied	—			(109,294		)	(212,164		)	—			(321,458		)
Improvements to real estate	—			(1,360		)	(1,992		)	—			(3,352		)
Purchases of equipment, furniture and fixtures	—			(2,933		)	(4		)	—			(2,937		)
Investment in real estate mortgage and other loans receivable	—			(18,246		)	—			—			(18,246		)
Principal payments received on real estate mortgage and other loans receivable	—			24,283			—			—			24,283
Repayment of other real estate investment	—			—			2,204			—			2,204
Net proceeds from sales of real estate	—			218			3,281			—			3,499
Distribution from Subsidiary	80,619			—			—			(80,619		)	—
Intercompany financing	(193,286		)	(131,947		)	—			325,233			—
Net cash used in investing activities	(112,667		)	(239,279		)	(208,675		)	244,614			(316,007		)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net	195,924			—			—			—			195,924
Proceeds from the issuance of senior unsecured term loan	—			200,000			—			—			200,000
Borrowings under unsecured revolving credit facility	—			243,000			—			—			243,000
Payments on unsecured revolving credit facility	—			(278,000		)	—			—			(278,000		)
Payments on senior unsecured term loan	—			(100,000		)	—			—			(100,000		)
Payments of deferred financing costs	—			(4,534		)	—			—			(4,534		)
Net-settle adjustment on restricted stock	(2,524		)	—			—			—			(2,524		)
Dividends paid on common stock	(80,619		)	—			—			—			(80,619		)
Distribution to Parent	—			(80,619		)	—			80,619			—
Intercompany financing	—			193,286			131,947			(325,233		)	—
Net cash provided by financing activities	112,781			173,133			131,947			(244,614		)	173,247
Net decrease in cash and cash equivalents	—			(16,465		)	—			—			(16,465		)
Cash and cash equivalents, beginning of period	—			36,792			—			—			36,792
Cash and cash equivalents, end of period	$	—		$	20,327		$	—		$	—		$	20,327

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2018

(in thousands)

	Parent Guarantor			Issuers			Combined Subsidiary Guarantors			Elimination			Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(10	)	$	40,092		$	59,275		$	—		$	99,357
Cash flows from investing activities:
Acquisitions of real estate	—			(111,640		)	—			—			(111,640		)
Improvements to real estate	—			(7,204		)	(26		)	—			(7,230		)
Purchases of equipment, furniture and fixtures	—			(1,713		)	(69		)	—			(1,782		)
Investment in real estate mortgage and other loans receivable	—			(5,648		)	—			—			(5,648		)
Principal payments received on real estate mortgage and other loans receivable	—			3,227			—			—			3,227
Escrow deposit for acquisition of real estate	—			(5,000		)	—			—			(5,000		)
Net proceeds from the sale of real estate	—			13,004			—			—			13,004
Distribution from Subsidiary	62,999			—			—			(62,999		)	—
Intercompany financing	(178,584		)	59,180			—			119,404			—
Net cash used in investing activities	(115,585		)	(55,794		)	(95		)	56,405			(115,069		)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net	179,882			—			—			—			179,882
Borrowings under unsecured revolving credit facility	—			65,000			—			—			65,000
Payments on unsecured revolving credit facility	—			(135,000		)	—			—			(135,000		)
Net-settle adjustment on restricted stock	(1,288		)	—			—			—			(1,288		)
Dividends paid on common stock	(62,999		)	—			—			—			(62,999		)
Distribution to Parent	—			(62,999		)	—			62,999			—
Intercompany financing	—			178,584			(59,180		)	(119,404		)	—
Net cash provided by (used in) financing activities	115,595			45,585			(59,180		)	(56,405		)	45,595
Net increase in cash and cash equivalents	—			29,883			—			—			29,883
Cash and cash equivalents, beginning of period	—			6,909			—			—			6,909
Cash and cash equivalents, end of period	$	—		$	36,792		$	—		$	—		$	36,792

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2017

(in thousands)

	Parent Guarantor			Issuers			Combined Subsidiary Guarantors			Elimination			Consolidated
Cash flows from operating activities:
Net cash (used in) provided by operating activities	$	(222	)	$	25,745		$	63,277		$	—		$	88,800
Cash flows from investing activities:
Acquisition of real estate	—			(296,517		)	—			—			(296,517		)
Improvements to real estate	—			(681		)	(67		)	—			(748		)
Purchases of equipment, furniture and fixtures	—			(309		)	(94		)	—			(403		)
Investment in real estate mortgage loan receivable	—			(12,416		)	—			—			(12,416		)
Sale of other real estate investment	—			—			7,500			—			7,500
Principal payments received on mortgage loan receivable	—			25			—			—			25
Distribution from Subsidiary	52,587			—			—			(52,587		)	—
Intercompany financing	(169,235		)	70,616			—			98,619			—
Net cash (used in) provided by investing activities	(116,648		)	(239,282		)	7,339			46,032			(302,559		)
Cash flows from financing activities:
Proceeds from the issuance of common stock, net	170,323			—			—			—			170,323
Proceeds from the issuance of senior unsecured notes payable	—			300,000			—			—			300,000
Borrowings under unsecured revolving credit facility	—			238,000			—			—			238,000
Payments on senior unsecured notes payable	—			(267,639		)	—			—			(267,639		)
Payments on unsecured revolving credit facility	—			(168,000		)	—			—			(168,000		)
Net-settle adjustment on restricted stock	(866		)	—			—			—			(866		)
Payments of deferred financing costs	—			(6,063		)	—			—			(6,063		)
Dividends paid on common stock	(52,587		)	—			—			—			(52,587		)
Distribution to Parent	—			(52,587		)	—			52,587			—
Intercompany financing	—			169,235			(70,616		)	(98,619		)	—
Net cash provided by (used in) financing activities	116,870			212,946			(70,616		)	(46,032		)	213,168
Net decrease in cash and cash equivalents	—			(591		)	—			—			(591		)
Cash and cash equivalents, beginning of period	—			7,500			—			—			7,500
Cash and cash equivalents, end of period	$	—		$	6,909		$	—		$	—		$	6,909