CareTrust REIT
Annual Report 2017

Plain-text annual report

Table of Contents UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549Form 10-K (Mark One)xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2017or¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934For the transition period from to Commission file number 001-36181 CareTrust REIT, Inc.(Exact name of registrant as specified in its charter) Maryland46-3999490(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)905 Calle Amanecer, Suite 300, San Clemente, CA92673(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code (949) 542-3130Securities registered pursuant to Section 12(b) of the Act:Title of each className of each exchange on which registered Common Stock (par value $0.01 per share)The Nasdaq Stock Market LLC(Nasdaq Global Select Market)Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No xIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit andpost such files). Yes x No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained,to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. xIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.(check one):Large accelerated filerx Accelerated fileroNon-accelerated filero(Do not check if a smaller reporting company)Smaller reporting companyo Emerging growth companyoIf 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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act.) Yes ¨ No xState the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was lastsold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $1.4 billion.As of February 26, 2018, there were 76,138,202 shares of the registrant’s common stock outstanding.DOCUMENTS INCORPORATED BY REFERENCEPortions of the definitive Proxy Statement for the registrant’s 2018 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within120 days after the end of fiscal year 2017, are incorporated by reference into Part III of this Report. Table of ContentsTABLE OF CONTENTS PART IItem 1.Business4Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments32Item 2.Properties32Item 3.Legal Proceedings32Item 4.Mine Safety Disclosures33PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities33Item 6.Selected Financial Data36Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 7A.Quantitative and Qualitative Disclosures About Market Risk49Item 8.Financial Statements and Supplementary Data49Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures49Item 9A.Controls and Procedures49Item 9B.Other Information52PART IIIItem 10.Directors, Executive Officers and Corporate Governance52Item 11.Executive Compensation52Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters52Item 13.Certain Relationships and Related Transactions, and Director Independence52Item 14.Principal Accountant Fees and Services52PART IVItem 15.Exhibits, Financial Statements and Financial Statement Schedules52Item 16.10-K Summary54Signatures 542Table of ContentsSTATEMENT REGARDING FORWARD-LOOKING STATEMENTSCertain statements in this report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.Those 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 similarexpressions, or the negative of these terms, are intended to identify such forward-looking statements. These statements are based on management’s currentexpectations 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 the forward-looking statements are reasonable, we can give no assurance thatour expectations will be attained. Factors which could have a material adverse effect on our operations and future prospects or which could cause actualresults to differ materially from our expectations include, but are not limited to: (i) the ability to achieve some or all of the benefits that we expect to achievefrom the completed Spin-Off (as defined below); (ii) the ability and willingness of our tenants to meet and/or perform their obligations under the triple-netleases we have entered into with them and the ability and willingness of the Ensign Group, Inc. (“Ensign”) to meet and/or perform its other contractualarrangements that it entered into with us in connection with the Spin-Off and any of its obligations to indemnify, defend and hold us harmless from andagainst various claims, litigation and liabilities; (iii) the ability of our tenants to comply with laws, rules and regulations in the operation of the properties welease to them; (iv) the ability and willingness of our tenants, including Ensign, to renew their leases with us upon their expiration, and the ability toreposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant, and obligations, includingindemnification obligations, we may incur in connection with the replacement of an existing tenant; (v) the availability of and the ability to identify suitableacquisition opportunities and the ability to acquire and lease the respective properties on favorable terms; (vi) the ability to generate sufficient cash flows toservice our outstanding indebtedness; (vii) access to debt and equity capital markets; (viii) fluctuating interest rates; (ix) the ability to retain our keymanagement personnel; (x) the ability to maintain our status as a real estate investment trust (“REIT”); (xi) changes in the U.S. tax law and other state, federalor local laws, whether or not specific to REITs; (xii) other risks inherent in the real estate business, including potential liability relating to environmentalmatters and illiquidity of real estate investments; and (xiii) any additional factors included in this report, including in the section entitled “Risk Factors” inItem 1A of this report, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities andExchange Commission (“SEC”), including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.Forward-looking statements speak only as of the date of this report. Except in the normal course of our public disclosure obligations, we expresslydisclaim any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or anychange in events, conditions or circumstances on which any statement is based.TENANT INFORMATIONThis Annual Report on Form 10-K includes information regarding certain of our tenants that lease properties from us, some of which are not subject toSEC reporting requirements. Ensign is subject to the reporting requirements of the SEC and is required to file with the SEC annual reports containing auditedfinancial information and quarterly reports containing unaudited financial information. You are encouraged to review Ensign’s publicly available filings,which can be found at the SEC’s website at www.sec.gov.The information related to our tenants contained or referred to in this Annual Report on Form 10-K was provided to us by such tenants or, in the case ofEnsign, derived from SEC filings made by Ensign or other publicly available information. We have not verified this information through an independentinvestigation or otherwise. We have no reason to believe that this information is inaccurate in any material respect, but we cannot provide any assurance ofits accuracy. We are providing this data for informational purposes only.3Table of ContentsPART IAll references in this report to “CareTrust REIT,” the “Company,” “we,” “us” or “our” mean CareTrust REIT, Inc. together with its consolidatedsubsidiaries. Unless the context suggests otherwise, references to “CareTrust REIT, Inc.” mean the parent company without its subsidiaries.ITEM 1.BusinessOur CompanyCareTrust REIT is a self-administered, publicly-traded REIT engaged in the ownership, acquisition, development and leasing of seniors housing andhealthcare-related properties. As of December 31, 2017, CareTrust REIT’s real estate portfolio consisted of 185 skilled nursing facilities (“SNFs”), Multi-Service Campuses, assisted living facilities (“ALFs”) and independent living facilities (“ILFs”). Of these properties, 92 are leased to Ensign on a triple-netbasis under multiple long-term leases (each, an “Ensign Master Lease” and, collectively, the “Ensign Master Leases”) that have cross default provisions andare all guaranteed by Ensign. As of December 31, 2017, the 92 facilities leased to Ensign had a total of 9,698 beds and units and are located in Arizona,California, Colorado, Idaho, Iowa, Nebraska, Nevada, Texas, Utah and Washington and the 93 remaining leased facilities had a total of 8,366 beds and unitsand are located in California, Colorado, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Maryland, Michigan, Minnesota, New Mexico, North Carolina,Oregon, Texas, Virginia, Washington and Wisconsin. We also own and operate three ILFs which had a total of 264 units located in Texas and Utah. As ofDecember 31, 2017, the Company also had other real estate investments consisting of $5.5 million for two preferred equity investments and a mortgage loanreceivable of $12.4 million.From January 1, 2017 through February 27, 2018, we acquired 36 facilities in various transactions, comprising 7 ALFs and 29 SNFs and provided amortgage loan secured by a SNF for approximately $315.6 million, which includes actual and estimated capitalized acquisition costs. These acquisitions areexpected to generate initial annual cash revenues of approximately $27.4 million and an initial blended yield of approximately 9.0%.We operate as a REIT that invests in income-producing healthcare-related properties. We generate revenues primarily by leasing healthcare-relatedproperties to healthcare operators in triple-net lease arrangements, under which the tenant is solely responsible for the costs related to the property (includingproperty taxes, insurance, and maintenance and repair costs). We conduct and manage our business as one operating segment for internal reporting andinternal decision making purposes. We expect to grow our portfolio, which primarily consists of SNFs, Multi-Service Campuses, ALFs and ILFs, by pursuingopportunities to acquire additional properties that will be leased to a diverse group of local, regional and national healthcare providers, which may includeEnsign, as well as senior housing operators and related businesses. We also anticipate diversifying our portfolio over time, including by acquiring propertiesin different geographic markets, and in different asset classes.CareTrust REIT was formed on October 29, 2013, as a wholly owned subsidiary of Ensign with the intent to hold substantially all of Ensign’s real estatebusiness. On June 1, 2014, Ensign completed the separation of its real estate business into a separate and independent publicly traded company bydistributing all of the outstanding shares of common stock of the Company to Ensign stockholders on a pro rata basis (the “Spin-Off”). The Spin-Off waseffective from and after June 1, 2014, with shares of our common stock distributed to Ensign stockholders on June 2, 2014.We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2014. We believe that wehave been organized and have operated, and we intend to continue to operate, in a manner to qualify for taxation as a REIT. We operate through an umbrellapartnership, commonly referred to as an UPREIT structure, in which substantially all of our properties and assets are held through CTR Partnership, L.P. (the“Operating Partnership”). The Operating Partnership is managed by CareTrust REIT’s wholly owned subsidiary, CareTrust GP, LLC, which is the sole generalpartner of the Operating Partnership. To maintain REIT status, we must meet a number of organizational and operational requirements, including arequirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the dividends paiddeduction and excluding any net capital gains.Our IndustryThe skilled nursing industry has evolved to meet the growing demand for post-acute and custodial healthcare services generated by an agingpopulation, increasing life expectancies and the trend toward shifting of patient care to lower cost settings. We believe this evolution has led to a number offavorable improvements in the industry, as described below:4Table of Contents •Shift of Patient Care to Lower Cost Alternatives. The growth of the senior population in the United States continues to increase healthcare costs.In response, federal and state governments have adopted cost-containment measures that encourage the treatment of patients in more cost-effective settings such as SNFs, for which the staffing requirements and associated costs are often significantly lower than acute care hospitals,inpatient rehabilitation facilities and other post-acute care settings. As a result, SNFs are generally serving a larger population of higher-acuitypatients than in the past.•Significant Acquisition and Consolidation Opportunities. The skilled nursing industry is large and highly fragmented, characterizedpredominantly by numerous local and regional providers. We believe this fragmentation provides significant acquisition and consolidationopportunities for us.•Widening Supply and Demand Imbalance. The number of SNFs has declined modestly over the past several years. According to the AmericanHealth Care Association, the nursing home industry was comprised of approximately 15,700 facilities as of December 2016, as compared withover 16,700 facilities as of December 2000. We expect that the supply and demand balance in the skilled nursing industry will continue toimprove due to the shift of patient care to lower cost settings, an aging population and increasing life expectancies.•Increased Demand Driven by Aging Populations and Increased Life Expectancy. As life expectancy continues to increase in the United Statesand seniors account for a higher percentage of the total U.S. population, we believe the overall demand for skilled nursing services will increase.At present, the primary market demographic for skilled nursing services is individuals age 75 and older. According to the 2012 U.S. Census, therewere over 41.5 million people in the United States in 2012 that were over 65 years old. The 2012 U.S. Census estimates this group is one of thefastest growing segments of the United States population and is expected to more than double between 2000 and 2030. According to the Centersfor Medicare & Medicaid Services, nursing home expenditures are projected to grow from approximately $156 billion in 2014 to approximately$274 billion in 2024, representing a compounded annual growth rate of 5.3%. We believe that these trends will support an increasing demand forskilled nursing services, which in turn will likely support an increasing demand for our properties.Portfolio SummaryWe have a geographically diverse portfolio of properties, consisting of the following types:•Skilled Nursing Facilities. SNFs are licensed healthcare facilities that provide restorative, rehabilitative and nursing care for people not requiringthe more extensive and sophisticated treatment available at acute care hospitals. Treatment programs include physical, occupational, speech,respiratory and other therapies, including sub-acute clinical protocols such as wound care and intravenous drug treatment. Charges for theseservices are generally paid from a combination of government reimbursement and private sources. As of December 31, 2017, our portfolioincluded 146 SNFs, 16 of which include assisted or independent living operations which we refer to as Multi-Service Campuses.•Assisted Living Facilities. ALFs are licensed healthcare facilities that provide personal care services, support and housing for those who needhelp with activities of daily living, such as bathing, eating and dressing, yet require limited medical care. The programs and services may includetransportation, 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 privateresidences ranging from single rooms to large apartments. Certain ALFs may offer higher levels of personal assistance for residents requiringmemory care as a result of Alzheimer’s disease or other forms of dementia. Levels of personal assistance are based in part on local regulations. Asof December 31, 2017, our portfolio included 38 ALFs, some of which also contain independent living units.•Independent Living Facilities. ILFs, also known as retirement communities or senior apartments, are not healthcare facilities. The facilitiestypically consist of entirely self-contained apartments, complete with their own kitchens, baths and individual living spaces, as well as parkingfor tenant vehicles. They are most often rented unfurnished, and generally can be personalized by the tenants, typically an individual or a coupleover the age of 55. These facilities offer various services and amenities such as laundry, housekeeping, dining options/meal plans, exercise andwellness programs, transportation, social, cultural and recreational activities, on-site security and emergency response programs. As of December31, 2017, our portfolio of four ILFs includes one that is operated by Ensign and three that are operated by us.Our portfolio of SNFs, ALFs and ILFs is broadly diversified by geographic location throughout the United States, with concentrations in Texas,California, and Ohio. Our properties are grouped into four categories: (1) SNFs - these are properties that are comprised exclusively of SNFs; (2) Multi-ServiceCampuses - these are properties that include a combination of SNFs5Table of Contentsand ALFs or ILFs or both; (3) ALFs and ILFs - these are properties that include ALFs or ILFs, or a combination of the two; and (4) ILFs operated by CareTrustREIT - these are ILFs operated by subsidiaries of CareTrust REIT, unlike the other properties, which are leased to third-party operators.Significant Master LeasesWe have leased 92 of our properties to subsidiaries of Ensign pursuant to the Ensign Master Leases, which consist of eight triple-net leases, each withits own pool of properties, that have varying maturities and diversity in both property type and geography. The Ensign Master Leases provide for initial termsin excess of ten years with staggered expiration dates and no purchase options. At the option of Ensign, each Ensign Master Lease may be extended for up toeither two or three five year renewal terms beyond the initial term and, if elected, the renewal will be effective for all of the leased property then subject to theEnsign Master Lease. The rent is a fixed component that was initially set near the time of the Spin-Off. The annual revenues from the Ensign Master Leaseswere $56.0 million during each of the first two years of the Ensign Master Leases. As of December 31, 2017, the annualized revenues from the Ensign MasterLeases were $57.7 million. The Ensign Master Leases are guaranteed by Ensign.Because we lease many of our properties to Ensign, it represents a substantial portion of our revenues, and its financial condition and ability andwillingness to (i) satisfy its obligations under the Ensign Master Leases and (ii) renew those leases upon expiration of the initial base terms thereof,significantly impacts our revenues and our ability to service our indebtedness and to make distributions to our stockholders. There can be no assurance thatEnsign has sufficient assets, income and access to financing to enable it to satisfy its obligations under the Ensign Master Leases, and any inability orunwillingness on its part to do so would have a material adverse effect on our business, financial condition, results of operations and liquidity, on our abilityto service our indebtedness and other obligations and on our ability to pay dividends to our stockholders, as required for us to qualify, and maintain ourstatus, as a REIT. We also cannot assure you that Ensign will elect to renew its lease arrangements with us upon expiration of the initial base terms or anyrenewal terms thereof or, if such leases are not renewed, that we can reposition the affected properties on the same or better terms. See “Risk Factors - RisksRelated to Our Business - We are dependent on Ensign and other healthcare operators to make payments to us under leases, and an event that materially andadversely affects their business, financial position or results of operations could materially and adversely affect our business, financial position or results ofoperations.”We monitor the creditworthiness of our tenants by evaluating the ability of the tenants to meet their lease obligations to us based on the tenants’financial performance, including the evaluation of any guarantees of tenant lease obligations. The primary basis for our evaluation of the credit quality of ourtenants (and more specifically the tenants’ ability to pay their rent obligations to us) is the tenants’ lease coverage ratios. These coverage ratios include (i)earnings before interest, income taxes, depreciation, amortization and rent (“EBITDAR”) to rent coverage, and (ii) earnings before interest, income taxes,depreciation, amortization, rent and management fees (“EBITDARM”) to rent coverage. We utilize a standardized 5% management fee when we calculatelease coverage ratios. We obtain various financial and operational information from our tenants each month and review this information in conjunction withthe above-described coverage metrics to determine trends and the operational and financial impact of the environment in the industry (including the impactof government reimbursement) and the management of the tenant’s operations. These metrics help us identify potential areas of concern relative to ourtenants’ credit quality and ultimately the tenants’ ability to generate sufficient liquidity to meet its obligations, including its obligation to continue to paythe rent due to us.6Table of ContentsProperties by Type:The following table displays the geographic distribution of our facilities by property type and the related number of beds and units available foroccupancy by asset class, as of December 31, 2017. The number of beds or units that are operational may be less than the official licensed capacity. Total(1) SNFs Multi-Service Campuses ALFs and ILFs(1)State PropertiesBeds/Units FacilitiesBeds CampusesBeds/Units FacilitiesBeds/UnitsTX 344,089 273,330 2357 5402CA 252,971 192,201 3495 3275ID 181,343 141,172 169 3102OH 161,488 12945 4543 ——IA 15986 13815 2171 ——UT 121,259 9911 1221 2127WA 121,015 11913 —— 1102AZ 101,327 7799 1262 2266IL 7644 7644 —— ——CO 6633 4380 —— 2253NE 5366 3220 2146 ——VA 5309 —— —— 5309MI 4189 —— —— 4189FL 4461 —— —— 4461NV 3304 192 —— 2212WI 3206 —— —— 3206NC 2100 —— —— 2100MN 262 —— —— 262IN 1162 —— —— 1162NM 1136 1136 —— ——MD 1120 —— —— 1120GA 1105 1105 —— ——OR 153 153 —— ——Total 18818,328 13012,716 162,264 423,348 (1) ALFs and ILFs include ALFs or ILFs, or a combination of the two, operated by our tenants and three ILFs operated by us.Occupancy by Property Type:The following table displays occupancy by property type for each of the years ended December 31, 2017, 2016 and 2015. Percentage occupancy in thebelow table is computed by dividing the average daily number of beds occupied by the total number of beds available for use during the periods indicated(beds of acquired facilities are included in the computation following the date of acquisition only). Year Ended December 31,Property Type201720162015Facilities Leased to Tenants: (1) SNFs78%78%77% Multi-Service Campuses79%77%76% ALFs and ILFs82%85%85%Facilities Operated by CareTrust REIT: ILFs80%76%76% (1)Financial data were derived solely from information provided by our tenants without independent verification by us. The leased facility financial performance data is presentedone quarter in arrears.7Table of ContentsProperty Type - Rental Income:The following tables display the annual rental income and total beds/units for each property type leased to third-party tenants for the years endedDecember 31, 2017 and 2016. For the Year Ended December 31, 2017Property TypeRental Income(in thousands)Percentof Total Total Beds/Units SNFs$82,55070%12,716Multi-Service Campuses15,22813%2,264ALFs and ILFs19,85517%3,084Total$117,633100%18,064 For the Year Ended December 31, 2016Property TypeRental Income(in thousands)Percentof Total Total Beds/Units SNFs$64,96370%9,960Multi-Service Campuses14,58416%2,218ALFs and ILFs13,57914%2,741Total$93,126100%14,919Geographic Concentration - Rental Income:The following table displays the geographic distribution of annual rental income for properties leased to third-party tenants for the years endedDecember 31, 2017 and 2016. For the Year Ended December 31, 2017 For the Year Ended December 31, 2016State Rental Income(in thousands)Percentof Total Rental Income(in thousands)Percentof Total TX$24,07220% $15,18316%CA20,89618% 17,03718%OH17,92815% 18,13520%AZ8,9168% 8,6799%ID6,9636% 4,4145%UT5,9655% 5,7706%IA5,4715% 4,9095%WA5,2724% 4,8035%CO4,0393% 3,9714%MI2,7742% 1,5932%IL2,6532% ——%WI2,5392% 4441%VA1,8562% 1,1291%NE1,3601% 1,3341%FL1,0611% 1,6382%NC1,0441% 6851%NV1,0101% 9881%MN8921% 5951%GA8181% 7991%IN8031% 6491%NM6621% ——%MD459—% 371—%OR180—% ——%Total$117,633100% $93,126100% 8Table of ContentsILFs Operated by CareTrust REIT:The following table displays the geographic distribution of ILFs operated by CareTrust REIT and the related number of operational units available foroccupancy as of December 31, 2017. The following table also displays the average monthly revenue per occupied unit for the years ended December 31,2017 and 2016. For the Year EndedDecember 31, 2017For the Year EndedDecember 31, 2016StateFacilities UnitsAverage MonthlyRevenue PerOccupied Unit(1)Average MonthlyRevenue PerOccupied Unit(1)TX2207$1,236$1,196UT1571,3371,341Total32641,2631,236 (1)Average monthly revenue per occupied unit is equivalent to average effective rent per unit, as we do not offer tenants free rent or other concessions.We view our ownership and operation of the three ILFs as complementary to our real estate business. Our goal is to provide enhanced focus on theiroperations to improve their financial and operating performance. The three ILFs that we own and operate as of December 31, 2017 are:•Lakeland Hills Independent Living, located in Dallas, Texas, with 168 units;•The Cottages at Golden Acres, located in Dallas, Texas, with 39 units; and•The Apartments at St. Joseph Villa, located in Salt Lake City, Utah, with 57 units.Investment and Financing PoliciesOur investment objectives are to increase cash flow, provide quarterly cash dividends, maximize the value of our properties and acquire properties withcash flow growth potential. We intend to invest primarily in SNFs and seniors housing, including ALFs and ILFs, as well as medical office buildings, long-term acute care hospitals and inpatient rehabilitation facilities. Our properties are located in 23 states and we intend to continue to acquire properties in otherstates throughout the United States. Although our portfolio currently consists primarily of owned real property, future investments may include firstmortgages, mezzanine debt and other securities issued by, or joint ventures with, REITs or other entities that own real estate consistent with our investmentobjectives.Our Competitive StrengthsWe believe that our ability to acquire, integrate and improve facilities is a direct result of the following key competitive strengths:Geographically Diverse Property Portfolio. Our properties are located in 23 different states, with concentrations in Texas, California and Ohio. Theproperties in any one state do not account for more than 23% of our total beds and units as of December 31, 2017. We believe this geographic diversificationwill limit the effect of changes in any one market on our overall performance.Long-Term, Triple-Net Lease Structure. All of our properties (except for the three ILFs that we own and operate) are leased to our tenants under long-term, triple-net leases, pursuant to which the operators are responsible for all facility maintenance and repair, insurance required in connection with the leasedproperties and the business conducted on the leased properties, taxes levied on or with respect to the leased properties and all utilities and other servicesnecessary or appropriate for the leased properties and the business conducted on the leased properties.Financially Secure Primary Tenant. Ensign is an established provider of healthcare services with strong financial performance and accounted for 44%of our 2017 revenues, exclusive of tenant reimbursements. Ensign is subject to the reporting requirements of the SEC and is required to file with the SECannual reports containing audited financial information and quarterly reports containing unaudited financial information. Ensign’s publicly available filingscan be found at the SEC’s website at www.sec.gov.Ability to Identify Talented Operators. We have purchased 96 properties since the Spin-Off and have increased total rental revenue from $41.2 millionfor the year ended December 31, 2013, the last full fiscal year prior to the Spin-Off, to $117.6 million for the year ended December 31, 2017, which hasresulted in a reduction in Ensign’s share of our rental9Table of Contentsrevenues from approximately 100% for the year ended December 31, 2013 to approximately 44% for the year ended December 31, 2017, in each caseexclusive of tenant reimbursements. As a result of our management team’s operating experience and network of relationships and insight, we believe that weare able to identify and pursue working relationships with qualified local, regional and national healthcare providers and seniors housing operators. Weexpect to continue our disciplined focus on pursuing investment opportunities, primarily with respect to stabilized assets but also some strategic investmentin new and/or improving properties, while seeking dedicated and engaged operators who possess local market knowledge, have solid operating records andemphasize quality services and outcomes. We intend to support these operators by providing strategic capital for facility acquisition, upkeep andmodernization. Our management team’s experience gives us a key competitive advantage in objectively evaluating an operator’s financial position, care andservice programs, operating efficiencies and likely business prospects.Experienced Management Team. Gregory K. Stapley, our President and Chief Executive Officer, has extensive experience in the real estate andhealthcare industries. Mr. Stapley has more than 30 years of experience in the acquisition, development and disposition of real estate including healthcarefacilities and office, retail and industrial properties, including nearly 15 years at Ensign where he was instrumental in assembling the portfolio that we nowlease back to Ensign. Our Chief Financial Officer, William M. Wagner, has more than 25 years of accounting and finance experience, primarily in real estate,including more than 13 years of experience working extensively for REITs. Most notably, he worked for both Nationwide Health Properties, Inc., a healthcareREIT, and Sunstone Hotel Investors, Inc., a lodging REIT, serving as Senior Vice President and Chief Accounting Officer of each company prior to joining usas our Chief Financial Officer. David M. Sedgwick, our Vice President of Operations, is a licensed nursing home administrator with more than 12 years ofexperience in skilled nursing operations, including turnaround operations, and trained over 100 Ensign nursing home administrators while he was Ensign’sChief Human Capital Officer. Our executives have years of public company experience, including experience accessing both debt and equity capital marketsto fund growth and maintain a flexible capital structure.Flexible UPREIT Structure. We operate through an umbrella partnership, commonly referred to as an UPREIT structure, in which substantially all ofour properties and assets are held through the Operating Partnership. Conducting business through the Operating Partnership will allow us flexibility in themanner in which we structure the acquisition of properties. In particular, an UPREIT structure enables us to acquire additional properties from sellers inexchange for limited partnership units, which provides property owners the opportunity to defer the tax consequences that would otherwise arise from a saleof their real properties and other assets to us. As a result, this structure allows us to acquire assets in a more efficient manner and may allow us to acquire assetsthat the owner would otherwise be unwilling to sell because of tax considerations.Business StrategiesOur primary goal is to create long-term stockholder value through the payment of consistent cash dividends and the growth of our asset base. Toachieve this goal, we intend to pursue a business strategy focused on opportunistic acquisitions and property diversification. We also intend to furtherdevelop our relationships with tenants and healthcare providers with a goal to progressively expand the mixture of tenants managing and operating ourproperties.The key components of our business strategies include:Diversify Asset Portfolio. We diversify through the acquisition of new and existing facilities from third parties and the expansion and upgrade ofcurrent facilities and strategically investing in new developments with options to acquire the developments at stabilization. We employ what we believe tobe a disciplined, opportunistic acquisition strategy with a focus on the acquisition of skilled nursing, assisted living and independent living facilities, as wellas medical office buildings, long-term acute care hospitals and inpatient rehabilitation facilities. As we acquire additional properties, we expect to furtherdiversify by geography, asset class and tenant within the healthcare and healthcare-related sectors.Maintain Balance Sheet Strength and Liquidity. We maintain a capital structure that provides the resources and flexibility to support the growth of ourbusiness. We intend to maintain a mix of credit facility debt, mortgage debt and unsecured debt which, together with our anticipated ability to completefuture equity financings, we expect will fund the growth of our property portfolio.Develop New Tenant Relationships. We cultivate new relationships with tenants and healthcare providers in order to expand the mix of tenantsoperating our properties and, in doing so, to reduce our dependence on Ensign. We expect that this objective will be achieved over time as part of our overallstrategy to acquire new properties and further diversify our portfolio of healthcare properties.10Table of ContentsProvide Capital to Underserved Operators. We believe there is a significant opportunity to be a capital source to healthcare operators, through theacquisition and leasing of healthcare properties to them that are consistent with our investment and financing strategy at appropriate risk-adjusted rates ofreturn, which, due to size and other considerations, are not a focus for larger healthcare REITs. We pursue acquisitions and strategic opportunities that meetour investing and financing strategy and that are attractively priced, including funding development of properties through preferred equity or constructionloans and thereafter entering into sale and leaseback arrangements with such developers as well as other secured term financing and mezzanine lending. Weutilize our management team’s operating experience, network of relationships and industry insight to identify both large and small quality operators in needof capital funding for future growth. In appropriate circumstances, we may negotiate with operators to acquire individual healthcare properties from thoseoperators and then lease those properties back to the operators pursuant to long-term triple-net leases.Fund Strategic Capital Improvements. We support operators by providing capital to them for a variety of purposes, including capital expenditures andfacility modernization. We expect to structure these investments as either lease amendments that produce additional rents or as loans that are repaid byoperators during the applicable lease term.Pursue Strategic Development Opportunities. We work with operators and developers to identify strategic development opportunities. Theseopportunities may involve replacing or renovating facilities that may have become less competitive. We also identify new development opportunities thatpresent attractive risk-adjusted returns. We may provide funding to the developer of a property in conjunction with entering into a sale leaseback transactionor an option to enter into a sale leaseback transaction for the property.CompetitionWe compete for real property investments with other REITs, investment companies, private equity and hedge fund investors, sovereign funds, pensionfunds, healthcare operators, lenders and other institutional investors. Some of these competitors are significantly larger and have greater financial resourcesand lower costs of capital than us. Increased competition will make it more challenging to identify and successfully capitalize on acquisition opportunitiesthat meet our investment objectives. Our ability to compete is also impacted by national and local economic trends, availability of investment alternatives,availability and cost of capital, construction and renovation costs, existing laws and regulations, new legislation and population trends.In addition, revenues from our properties are dependent on the ability of our tenants and operators to compete with other healthcare operators.Healthcare operators compete on a local and regional basis for residents and patients and their ability to successfully attract and retain residents and patientsdepends on key factors such as the number of facilities in the local market, the types of services available, the quality of care, reputation, age and appearanceof each facility and the cost of care in each locality. Private, federal and state payment programs and the effect of other laws and regulations may also have asignificant impact on the ability of our tenants and operators to compete successfully for residents and patients at the properties.EmployeesWe employ approximately 50 employees (including our executive officers), none of whom is subject to a collective bargaining agreement.Government Regulation, Licensing and EnforcementOverviewAs operators of healthcare facilities, Ensign and other tenants of our healthcare properties are typically subject to extensive and complex federal, stateand local healthcare laws and regulations relating to fraud and abuse practices, government reimbursement, licensure and certificate of need and similar lawsgoverning the operation of healthcare facilities, and we expect that the healthcare industry, in general, will continue to face increased regulation and pressurein the areas of fraud, waste and abuse, cost control, healthcare management and provision of services, among others. These regulations are wide-ranging andcan subject our tenants to civil, criminal and administrative sanctions. Affected tenants may find it increasingly difficult to comply with this complex andevolving regulatory environment because of a relative lack of guidance in many areas as certain of our healthcare properties are subject to oversight fromseveral government agencies and the laws may vary from one jurisdiction to another. Changes in laws and regulations and reimbursement enforcementactivity and regulatory non-compliance by our tenants could have a significant effect on their operations and financial condition, which in turn mayadversely affect us, as detailed below and set forth under “Risk Factors - Risks Related to Our Business.”11Table of ContentsThe following is a discussion of certain laws and regulations generally applicable to operators of our healthcare facilities and, in certain cases, to us.Fraud and Abuse EnforcementThere are various extremely complex federal and state laws and regulations governing healthcare providers’ relationships and arrangements andprohibiting fraudulent and abusive practices by such providers. These laws include, but are not limited to, (i) federal and state false claims acts, which, amongother things, prohibit providers from filing false claims or making false statements to receive payment from Medicare, Medicaid or other federal or statehealthcare programs, (ii) federal and state anti-kickback and fee-splitting statutes, including the Medicare and Medicaid anti-kickback statute, which prohibitthe payment or receipt of remuneration to induce referrals or recommendations of healthcare items or services, (iii) federal and state physician self-referrallaws (commonly referred to as the “Stark Law”), which generally prohibit referrals by physicians to entities with which the physician or an immediate familymember has a financial relationship, (iv) the federal Civil Monetary Penalties Law, which prohibits, among other things, the knowing presentation of a falseor fraudulent claim for certain healthcare services and (v) federal and state privacy laws, including the privacy and security rules contained in the HealthInsurance Portability and Accountability Act of 1996, which provide for the privacy and security of personal health information. Violations of healthcarefraud and abuse laws carry civil, criminal and administrative sanctions, including punitive sanctions, monetary penalties, imprisonment, denial of Medicareand Medicaid reimbursement and potential exclusion from Medicare, Medicaid or other federal or state healthcare programs. These laws are enforced by avariety of federal, state and local agencies and can also be enforced by private litigants through, among other things, federal and state false claims acts, whichallow private litigants to bring qui tam or “whistleblower” actions. Ensign and our other tenants are (and many of our future tenants are expected to be)subject to these laws, and some of them may in the future become the subject of governmental enforcement actions if they fail to comply with applicablelaws.ReimbursementSources of revenue for Ensign and our other tenants include (and for our future tenants is expected to include), among other sources, governmentalhealthcare programs, such as the federal Medicare program and state Medicaid programs, and non-governmental payors, such as insurance carriers and healthmaintenance organizations. As federal and state governments focus on healthcare reform initiatives, and as the federal government and many states facesignificant budget deficits, efforts to reduce costs by these payors will likely continue, which may result in reduced or slower growth in reimbursement forcertain services provided by Ensign and our other tenants.Increased Government Oversight of Skilled Nursing FacilitiesSection 1150B of the Social Security Act requires employees of federally funded long-term care facilities to immediately report any reasonablesuspicion of a crime committed against a resident of that facility. Those reports must be submitted to at least one law enforcement agency and the applicableCenters for Medicare & Medicaid Services (“CMS”) Survey Agency. Covered individuals who fail to report under Section 1150B are subject to variouspenalties, including civil monetary penalties of up to $300,000 and possible exclusion from participation in any Federal health care program. Medicareregulations require SNFs to establish and implement written policies to ensure the reporting of crimes that occur in federally funded SNFs in accordance withSection 1150B.In August 2017, the U.S. Department of Health & Human Services (“HHS”) Office of Inspector General (“OIG”) issued a preliminary report regardingquality of care concerns by operators of SNFs. In its report, the OIG determined that CMS has inadequate procedures in place to ensure that incidents ofpotential abuse or neglect of Medicare beneficiaries residing in SNFs are identified and reported. The report was issued in connection with the OIG’s ongoingreview of potential abuse and neglect of Medicare beneficiaries residing in SNFs.As a result of the OIG report, CMS enforcement activity against SNF operators may increase, especially with regard to the reporting of potential abuse orneglect of SNF residents. If any of our tenants or their employees are found to have violated any applicable reporting requirements, they may become subjectto penalties or other sanctions.Healthcare Licensure and Certificate of NeedOur healthcare facilities are subject to extensive federal, state and local licensure, certification and inspection laws and regulations. In addition, variouslicenses and permits are required to dispense narcotics, operate pharmacies, handle radioactive materials and operate equipment. Many states require certainhealthcare providers to obtain a certificate of need, which requires12Table of Contentsprior approval for the construction, expansion and closure of certain healthcare facilities. The approval process related to state certificate of need laws mayimpact some of our tenants’ abilities to expand or change their businesses.Americans with Disabilities Act (the “ADA”)Although most of our properties are not required to comply with the ADA because of certain “grandfather” provisions in the law, some of our propertiesmust comply with the ADA and similar state or local laws to the extent that such properties are “public accommodations,” as defined in those statutes. Theselaws may require removal of barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable.Under our triple-net lease structure, our tenants would generally be responsible for additional costs that may be required to make our facilities ADA-compliant. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants.Environmental MattersA wide variety of federal, state and local environmental and occupational health and safety laws and regulations affect healthcare facility operations.These complex federal and state statutes, and their enforcement, involve a myriad of regulations, many of which involve strict liability on the part of thepotential offender. Some of these federal and state statutes may directly impact us. Under various federal, state and local environmental laws, ordinances andregulations, an owner of real property, such as us, may be liable for the costs of removal or remediation of hazardous or toxic substances at, under or disposedof in connection with such property, as well as other potential costs relating to hazardous or toxic substances (including government fines and damages forinjuries to persons and adjacent property). The cost of any required remediation, removal, fines or personal or property damages and the owner’s liabilitytherefore could exceed or impair the value of the property and/or the assets of the owner. In addition, the presence of such substances, or the failure toproperly dispose of or remediate such substances, may adversely affect the owner’s ability to sell or rent such property or to borrow using such property ascollateral which, in turn, could reduce our revenues. See “Risk Factors - Risks Related to Our Business - Environmental compliance costs and liabilitiesassociated with real estate properties owned by us may materially impair the value of those investments.”Compliance ProcessAs an operator of healthcare facilities, Ensign has a program to help it comply with various requirements of federal and private healthcare programs. InOctober 2013, Ensign entered into a corporate integrity agreement (the “CIA”) with the Office of the Inspector General of HHS. The CIA requires, amongother things, that Ensign and its subsidiaries maintain a corporate compliance program to help comply with various requirements of federal and privatehealthcare programs. Although we are no longer a subsidiary of Ensign, we are subject to certain continuing obligations under Ensign’s compliance program,including certain training in Medicare and Medicaid laws for our employees, as required by the CIA.REIT QualificationWe elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2014. Our qualification as aREIT will depend upon our ability to meet, on a continuing basis, various complex requirements under the Internal Revenue Code of 1986, as amended (the“Code”), relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels to our stockholdersand the concentration of ownership of our capital stock. We believe that we are organized in conformity with the requirements for qualification and taxationas a REIT under the Code and that our manner of operation has and will enable us to continue to meet the requirements for qualification and taxation as aREIT.The Operating PartnershipWe own substantially all of our assets and properties and conduct our operations through the Operating Partnership. We believe that conductingbusiness through the Operating Partnership provides flexibility with respect to the manner in which we structure the acquisition of properties. In particular, anUPREIT structure enables us to acquire additional properties from sellers in tax deferred transactions. In these transactions, the seller would typicallycontribute its assets to the Operating Partnership in exchange for units of limited partnership interest in the Operating Partnership (“OP Units”). Holders of OPUnits will have the right, after a 12-month holding period, to require the Operating Partnership to redeem any or all of such OP Units for cash based upon thefair market value of an equivalent number of shares of CareTrust REIT’s common stock at the time of the redemption. Alternatively, we may elect to acquirethose OP Units in exchange for shares of our common stock on a one-for-one basis. The number of shares of common stock used to determine the redemptionvalue of OP Units, and the number of shares issuable in exchange for OP Units, is subject to adjustment in the event of stock splits, stock dividends,distributions of warrants or stock rights, specified extraordinary distributions and similar events. The Operating Partnership is managed by our wholly ownedsubsidiary, CareTrust GP, LLC, which is the sole general partner of the Operating Partnership and owns one13Table of Contentspercent of its outstanding partnership interests. As of December 31, 2017, CareTrust REIT is the only limited partner of the Operating Partnership, owning99% of its outstanding partnership interests, and we have not issued OP Units to any other party.The benefits of our UPREIT structure include the following:•Access to capital. We believe the UPREIT structure provides us with access to capital for refinancing and growth. Because an UPREIT structureincludes a partnership as well as a corporation, we can access the markets through the Operating Partnership issuing equity or debt as well as thecorporation issuing capital stock or debt securities. Sources of capital include possible future issuances of debt or equity through public offeringsor private placements.•Growth. The UPREIT structure allows stockholders, through their ownership of common stock, and the limited partners, through their ownershipof OP Units, an opportunity to participate in future investments we may make in additional properties.•Tax deferral. The UPREIT structure provides property owners who transfer their real properties to the Operating Partnership in exchange for OPUnits the opportunity to defer the tax consequences that otherwise would arise from a sale of their real properties and other assets to us or to athird party. As a result, this structure allows us to acquire assets in a more efficient manner and may allow us to acquire assets that the ownerwould otherwise be unwilling to sell because of tax considerations.InsuranceWe maintain, or require in our leases, including the Ensign Master Leases, that our tenants maintain all applicable lines of insurance on our propertiesand their operations. The amount and scope of insurance coverage provided by our policies and the policies maintained by our tenants is customary forsimilarly situated companies in our industry. However, we cannot assure you that our tenants will maintain the required insurance coverages, and the failureby any of them to do so could have a material adverse effect on us. We also cannot assure you that we will continue to require the same levels of insurancecoverage under our leases, including the Ensign Master Leases, that such insurance will be available at a reasonable cost in the future or that the insurancecoverage provided will fully cover all losses on our properties upon the occurrence of a catastrophic event, nor can we assure you of the future financialviability of the insurers.Available InformationWe file annual, quarterly and current reports, proxy statements and other information with SEC. These reports and other information filed by us may beread and copied at the Public Reference Room of the SEC, 100 F Street N.E., Washington, D.C. 20549. Information about the Public Reference Room may beobtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet site that contains reports, and other information about issuers, like us,which file electronically with the SEC. The address of that site is http://www.sec.gov. We make available its reports on Form 10-K, 10-Q, and 8-K (as well asall amendments to these reports), and other information, free of charge, at the Investor Relations section of our website at www.caretrustreit.com. Theinformation found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this report or any otherdocument that we file with the SEC.ITEM 1A.Risk FactorsRisks Related to Our BusinessWe are dependent on Ensign and other healthcare operators to make payments to us under leases, and an event that materially and adversely affects theirbusiness, financial position or results of operations could materially and adversely affect our business, financial position or results of operations.As of December 31, 2017, Ensign represents $57.7 million or 44%, of our rental revenues, on an annualized run-rate basis. Additionally, because eachmaster lease is a triple-net lease, we depend on our tenants to pay all insurance, taxes, utilities and maintenance and repair expenses in connection with theseleased properties and to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities arising in connection with theirbusiness. There can be no assurance that Ensign or our other tenants will have sufficient assets, income and access to financing to enable them to satisfy theirpayment or indemnification obligations under their leases with us. In addition, any failure by a tenant to effectively conduct its operations or to maintain andimprove our properties could adversely affect its business reputation and its ability to attract and retain residents in our properties. The inability orunwillingness of Ensign to meet its rent obligations under its leases could materially adversely affect our business, financial position or results of operations,including our ability to pay dividends to our14Table of Contentsstockholders as required to maintain our status as a REIT. The inability of Ensign to satisfy its other obligations under its leases, such as the payment ofinsurance, taxes and utilities, could materially and adversely affect the condition of the leased properties as well as Ensign’s business, financial position andresults of operations. For these reasons, if Ensign were to experience a material and adverse effect on its business, financial position or results of operations,our business, financial position or results of operations could also be materially and adversely affected.Due to our dependence on rental payments from Ensign for a substantial portion of our revenues, we may be limited in our ability to enforce our rightsunder, or to terminate, Ensign’s leases. Failure by Ensign to comply with the terms of its leases or to comply with federal and state healthcare laws andregulations to which the leased properties are subject could require us to find another lessee for such leased property and there could be a decrease in orcessation of rental payments. In such event, we may be unable to locate a suitable lessee at similar rental rates or at all, which would have the effect ofreducing our rental revenues.The impact of healthcare reform legislation on us and our tenants cannot accurately be predicted.Ensign and other healthcare operators to which we lease properties are dependent on the healthcare industry and may be susceptible to the risksassociated with healthcare reform. Because all of our properties are used as healthcare properties, we are impacted by the risks associated with healthcarereform. Legislative proposals are introduced or proposed in Congress and in some state legislatures each year that would effect major changes in thehealthcare system, either nationally or at the state level. We cannot accurately predict whether any future legislative proposals will be adopted or, if adopted,what effect, if any, these proposals would have on our tenants and, thus, our business.In March 2010, President Obama signed the Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the“Affordable Care Act”) into law. The passage of the Affordable Care Act resulted in comprehensive reform legislation that expanded healthcare coverage tomillions of uninsured people and provided for significant changes to the U.S. healthcare system over several years. In May 2017, members of the House ofRepresentatives approved legislation to repeal portions of the Affordable Care Act, which legislation was submitted to the Senate for approval. On July 25,2017, the Senate rejected a complete repeal; however, on December 22, 2017, the Tax Cuts and Jobs Act was enacted and signed into law, one part of whichrepealed the "individual mandate" introduced by the Affordable Care Act starting in 2019. Furthermore, on October 12, 2017, President Trump signed anExecutive Order, the purpose of which was to, among other things, (i) cut healthcare cost-sharing reduction subsidies, (ii) allow more small businesses to jointogether to purchase insurance coverage, (iii) extend short-term coverage policies, and (iv) expand employers’ ability to provide workers cash to buycoverage elsewhere. At this time, it is uncertain whether any additional healthcare reform legislation will ultimately become law and we cannot predict theultimate content, timing or effect of any healthcare reform legislation or the impact of potential legislation on our business. If our tenants’ patients do nothave insurance, it could adversely impact the tenants’ ability to pay rent and operate a practice.Other legislative changes have been proposed and adopted since the Affordable Care Act was enacted, which also may impact our business. Forinstance, on April 1, 2014, the President signed the Protecting Access to Medicare Act of 2014, which, among other things, requires the CMS to measure,track, and publish readmission rates of SNFs by 2017 and implement a value-based purchasing program for SNFs (the “SNF VBP Program”) by October 1,2018. The SNF VBP Program will increase Medicare reimbursement rates for SNFs that achieve certain levels of quality performance measures to bedeveloped by CMS, relative to other facilities. The value-based payments authorized by the SNF VBP Program will be funded by reducing Medicare paymentfor all SNFs by 2% and redistributing up to 70% of those funds to high-performing SNFs. However, there is no assurance that payments made by CMS as aresult of the SNF VBP Program will be sufficient to cover a facility’s costs. If Medicare reimbursement provided to our healthcare tenants is reduced under theSNF VBP Program, that reduction may have an adverse impact on the ability of our tenants to meet their obligations to us.Additionally, on November 16, 2015, CMS issued the final rule for a new mandatory Comprehensive Care for Joint Replacement (“CJR”) modelfocusing on coordinated, patient-centered care. Under this model, the hospital in which the hip or knee replacement takes place is accountable for the costsand quality of care from the time of the surgery through 90 days after, or an “episode” of care. This model initially covered 67 geographic areas throughoutthe country and most hospitals in those regions are required to participate. Following the implementation of the CJR program, the Medicare revenues of ourSNF-operating tenants related to lower extremity joint replacement hospital discharges could be increased or decreased in those geographic areas identifiedby CMS for mandatory participation in the bundled payment program. If Medicare reimbursement provided to our healthcare tenants is reduced under theCJR model, that reduction may have an adverse impact on the ability of our tenants to meet their obligations to us.15Table of ContentsHowever, the fate of the SNF VBP Program and CJR model are uncertain since the Affordable Care Act may be repealed, modified or replaced.Tenants that fail to comply with the requirements of, or changes to, governmental reimbursement programs, such as Medicare or Medicaid, may cease tooperate or be unable to meet their financial and other contractual obligations to us.Ensign and other healthcare operators to which we lease properties are subject to complex federal, state and local laws and regulations relating togovernmental healthcare reimbursement programs. See “Business - Government Regulation, Licensing and Enforcement - Overview.” As a result, Ensign andother tenants are subject to the following risks, among others:•statutory and regulatory changes;•retroactive rate adjustments;•recovery of program overpayments or set-offs;•administrative rulings;•policy interpretations;•payment or other delays by fiscal intermediaries or carriers;•government funding restrictions (at a program level or with respect to specific facilities); and•interruption or delays in payments due to any ongoing governmental investigations and audits.Healthcare reimbursement will likely continue to be a significant focus for federal and state authorities in their efforts to control costs. We cannot makeany assessment as to the ultimate timing or the effect that any future legislative reforms may have on our tenants’ costs of doing business and on the amountof reimbursement by government and other third-party payors. More generally, and because of the dynamic nature of the legislative and regulatoryenvironment for health care products and services, and in light of existing federal budgetary concerns, we cannot predict the impact that broad-based, far-reaching legislative or regulatory changes could have on the U.S. economy, our business or that of our operators and tenants. The failure of Ensign or any ofour operators and other tenants to comply with these laws, requirements and regulations could materially and adversely affect their ability to meet theirfinancial and contractual obligations to us.Finally, government investigations and enforcement actions brought against the health care industry have increased dramatically over the past severalyears and are expected to continue. Some of these enforcement actions represent novel legal theories and expansions in the application of the False ClaimsAct.The False Claims Act provides that any person who “knowingly presents, or causes to be presented” a “false or fraudulent claim for payment orapproval” to the U.S. government, or its agents and contractors, is liable for a civil penalty ranging from $5,500 to $11,000 per claim, plus three times theamount of damages sustained by the government. Under the False Claims Act’s so-called “reverse false claims,” liability also could arise for “using” a falserecord or statement to “conceal,” “avoid” or “decrease” an “obligation” (which can include the retention of an overpayment) “to pay or transmit money orproperty to the Government.” The False Claims Act also empowers and provides incentives to private citizens (commonly referred to as qui tam relator orwhistleblower) to file suit on the government’s behalf. The qui tam relator’s share of the recovery can be between 15% and 25% in cases in which thegovernment intervenes, and 25% to 30% in cases in which the government does not intervene. Notably, the Affordable Care Act amended certainjurisdictional bars to the False Claims Act, effectively narrowing the “public disclosure bar” (which generally requires that a whistleblower suit not be basedon publicly disclosed information) and expanding the “original source” exception (which generally permits a whistleblower suit based on publicly disclosedinformation if the whistleblower is the original source of that publicly disclosed information), thus potentially broadening the field of potentialwhistleblowers.Medicare requires that extensive financial information be reported on a periodic basis and in a specific format or content. These requirements arenumerous, technical and complex and may not be fully understood or implemented by billing or reporting personnel. With respect to certain types ofrequired information, the False Claims Act may be violated by mere negligence or recklessness in the submission of information to the government evenwithout any intent to defraud. New billing systems, new medical procedures and procedures for which there is not clear guidance may all result in liability.The costs for an operator of a health care property associated with both defending such enforcement actions and the undertakings in settling theseactions can be substantial and could have a material adverse effect on the ability of an operator to meet its obligations to us.Tenants that fail to structure their facility contractual relationships in light of anti-kickback statutes and self-referral laws expose themselves tosignificant risk that could result in their inability to meet their financial and other contractual obligations to us.16Table of ContentsIn addition to reimbursement, operators of healthcare facilities must exercise extreme care in structuring their contractual relationships with vendors,physicians and other healthcare providers who provide goods and services to healthcare facilities, in particular, the anti-kickback statutes and self-referrallaws, noted below.Federal “Fraud and Abuse” Laws and Regulations. The Medicare and Medicaid anti-fraud and abuse amendments to the Social Security Act (the“Anti-Kickback Law”) make it a felony, subject to certain exceptions, to engage in illegal remuneration arrangements with vendors, physicians and otherhealth care providers for the referral of Medicare beneficiaries or Medicaid recipients. When a violation occurs, the government may proceed criminally orcivilly. If the government proceeds criminally, a violation is a felony and may result in imprisonment for up to five years, fines of up to $25,000 andmandatory exclusion from participation in all federal health care programs. If the government proceeds civilly, it may impose a civil monetary penalty of$50,000 per violation and an assessment of not more than three times the total amount of remuneration involved, and it may exclude the parties fromparticipation in all federal health care programs. Many states have enacted similar laws to, and in some cases broader than the Anti-Kickback Law. Exclusionfrom these programs would have a material adverse effect on the operations and financial condition of Ensign or any of our other healthcare operators.The scope of prohibited payments in the Anti-Kickback Law is broad. The U. S. Department of Health and Human Services has published regulationswhich describe certain “safe harbor” arrangements that will not be deemed to constitute violations of the Anti-Kickback Law. An arrangement that fitssquarely into a safe harbor is immune from prosecution under the Anti-Kickback Statute. The safe harbors described in the regulations are narrow and do notcover a wide range of economic relationships which many SNFs, physicians and other health care providers consider to be legitimate business arrangementsnot prohibited by the statute. Because the regulations describe safe harbors and do not purport to describe comprehensively all lawful or unlawful economicarrangements or other relationships between health care providers and referral sources, health care providers having these arrangements or relationships maybe required to alter them in order to ensure compliance with the Anti-Kickback Law.Restrictions on Referrals. The federal physician self-referral law and its implementing regulations (commonly referred to as the “Stark Law”) prohibitsproviders of “designated health services” from billing Medicare or Medicaid if the patient is referred by a physician (or his/her immediate family member)with a financial relationship with the entity, unless an exception applies. “Designated health services” include clinical laboratory services; physical therapyservices; occupational therapy services; radiology services, including magnetic resonance imaging, computerized axial tomography scans, and ultrasoundservices; radiation therapy services and supplies; durable medical equipment and services; parenteral and enteral nutrients, equipment and supplies;prosthetics, orthotics, and prosthetic devices and supplies; home health services; outpatient prescription drugs; and inpatient and outpatient hospitalservices. The Stark Law also prohibits the furnishing entity from submitting a claim for reimbursement or otherwise billing Medicare or any other person orentity for improperly referred designated health services.An entity that submits a claim for reimbursement in violation of the Stark Law must refund any amounts collected and may be: (1) subject to a civilpenalty of up to $15,000 for each self-referred service; and (2) excluded from participation in federal health care programs. In addition, a physician or entitythat has participated in a “scheme” to circumvent the operation of the Stark Law is subject to a civil penalty of up to $100,000 and possible exclusion fromparticipation in federal health care programs.CMS has established a voluntary self-disclosure program under which health care facilities and other entities may report Stark violations and seek areduction in potential refund obligations. However, the program is relatively new and therefore it is difficult to determine at this time whether it will providesignificant monetary relief to health care facilities that discover inadvertent Stark Law violations.The costs of an operator of a health care property for any non-compliance with the Anti-Kickback Law and Stark Laws can be substantial and couldhave a material adverse effect on the ability of an operator to meet its obligations to us.Tenants that fail to adhere to HIPAA and the HITECH Act’s privacy and security requirements expose themselves to significant risk that could result intheir inability to meet their financial and other contractual obligations to us.Potentially significant legal exposure exists for healthcare operators under state and federal laws which govern the use and disclosure of confidentialpatient health information and patients’ rights to access and amend their own health information. The Administrative Simplification Requirements of theHealth Insurance Portability and Accountability Act of 1996 (“HIPAA”) established national standards to facilitate the electronic exchange of ProtectedHealth Information (“PHI”) and to maintain the privacy and security of the PHI. These standards have a major effect on healthcare providers which transmitPHI in electronic form in connection with HIPAA standard transactions (e.g., health care claims). In particular, HIPAA established standards17Table of Contentsgoverning: (1) electronic transactions and code sets; (2) privacy; (3) security; and (4) national identifiers. Failure of our operators to comply could result incriminal and civil penalties, which could have a material adverse effect on the ability of our tenants to meet their obligations to us.Title XIII of the Affordable Care Act, otherwise known as the Health Information Technology for Economic and Clinical Health Act (the “HITECHAct”), provides for an investment of almost $20 billion in public monies for the development of a nationwide health information technology (“HIT”)infrastructure. The HIT infrastructure is intended to improve health care quality, reduce costs and facilitate access to certain information. The HITECH Actalso expands the scope and application of the administrative simplification provisions of HIPAA, and its implementing regulations, (i) imposing a writtennotice obligation upon covered entities for security breaches involving “unsecured” PHI, (ii) expanding the scope of a provider’s electronic health recorddisclosure tracking obligations, (iii) substantially limiting the ability of health care providers to sell PHI without patient authorization, (iv) increasingpenalties for violations, and (v) providing for enforcement of violations by state attorneys general. While the effects of the HITECH Act cannot be predictedat this time, the obligations imposed thereunder could have a material adverse effect on the financial condition of our operators, which could have a materialadverse effect on the ability of our tenants to meet their obligations to us.Tenants that fail to comply with federal, state and local licensure, certification and inspection laws and regulations may cease to operate our healthcarefacilities or be unable to meet their financial and other contractual obligations to us.The healthcare operators to which we lease properties are subject to extensive federal, state, local and industry-related licensure, certification andinspection laws, regulations and standards. Our tenants’ failure to comply with any of these laws, regulations or standards could result in loss or restriction oflicense, loss of accreditation, denial of reimbursement, imposition of fines, suspension or decertification from federal and state healthcare programs, or closureof the facility. For example, operations at our properties may require a license, registration, certificate of need, provider agreement or certification. Failure ofany tenant to obtain, or the loss or restrictions on any required license, registration, certificate of need, provider agreement or certification would prevent afacility from operating in the manner intended by such tenant. Additionally, failure of our tenants to generally comply with applicable laws and regulationscould adversely affect facilities owned by us, result in adverse publicity and loss of reputation, and therefore could materially and adversely affect us. See“Business - Government Regulation, Licensing and Enforcement - Healthcare Licensure and Certificate of Need.”Our tenants depend on reimbursement from government and other third-party payors; reimbursement rates from such payors may be reduced, which couldcause our tenants’ revenues to decline and could affect their ability to meet their obligations to us.The federal government and a number of states are currently managing budget deficits, which may put pressure on Congress and the states to decreasereimbursement rates for our tenants, with the goal of decreasing state expenditures under Medicaid programs. The need to control Medicaid expenditures maybe exacerbated by the potential for increased enrollment in Medicaid due to unemployment and declines in family incomes. These potential reductions couldbe compounded by the potential for federal cost-cutting efforts that could lead to reductions in reimbursement to our tenants under both the Medicaid andMedicare programs. Potential reductions in Medicaid and Medicare reimbursement to our tenants could reduce the revenues of our tenants and their ability tomeet their obligations to us.The bankruptcy, insolvency or financial deterioration of our tenants could delay or prevent our ability to collect unpaid rents or require us to find newtenants.We receive substantially all of our income as rent payments under leases of our properties. We have no control over the success or failure of our tenants’businesses and, at any time, any of our tenants may experience a downturn in its business that may weaken its financial condition. As a result, our tenantshave in the past, and may in the future, fail to make rent payments when due or, our tenants may declare bankruptcy.Any tenant failures to make rent payments when due or tenant bankruptcies could result in the termination of the tenant’s lease and could have amaterial adverse effect on our business, financial condition and results of operations and our ability to make distributions to our stockholders (which couldadversely affect our ability to raise capital or service our indebtedness). This risk is magnified in situations where we lease multiple properties to a singletenant, such as Ensign, as a multiple property tenant failure could reduce or eliminate rental revenue from multiple properties.If a tenant is unable to comply with the terms of the leases, we may be forced to establish reserves for unpaid amounts due to us from the tenant, move toa cash basis method of accounting for recognizing rental revenues from the tenant or otherwise modify the lease with such tenant in ways that are unfavorableto us. For example, during the year ended December18Table of Contents31, 2017, we determined to recognize Pristine rental revenues on a cash basis, established a $10.4 million reserve related to Pristine’s obligation to us andamended our lease agreement with Pristine. See Note 3, “Real Estate Investments, Net” for further information. Alternatively, the failure of a tenant to performunder a lease could require us to declare a default, repossess the property, find a suitable replacement tenant, hire third-party managers to operate the propertyor sell the property. There is no assurance that we would be able to lease a property on substantially equivalent or better terms than the prior lease, or at all,find another qualified tenant, successfully reposition the property for other uses or sell the property on terms that are favorable to us. It may be more difficultto find a replacement tenant for a healthcare property than it would be to find a replacement tenant for a general commercial property due to the specializednature of the business. Even if we are able to find a suitable replacement tenant for a property, transfers of operations of healthcare facilities are subject toregulatory approvals not required for transfers of other types of commercial operations, resulting in delays in receiving reimbursement, or a potential loss of afacility’s reimbursement for a period of time, which may affect our ability to successfully transition a property.If any lease expires or is terminated, we could be responsible for all of the operating expenses for that property until it is re-leased or sold. If weexperience a significant number of un-leased properties, our operating expenses could increase significantly. Any significant increase in our operating costsmay have a material adverse effect on our business, financial condition and results of operations, and our ability to make distributions to our stockholders.If one or more of our tenants files for bankruptcy relief, the U.S. Bankruptcy Code provides that a debtor has the option to assume or reject theunexpired lease within a certain period of time. Any bankruptcy filing by or relating to one of our tenants could bar all efforts by us to collect pre-bankruptcydebts from that tenant or seize its property. A tenant bankruptcy could also delay our efforts to collect past due balances under the leases and couldultimately preclude collection of all or a portion of these sums. It is possible that we may recover substantially less than the full value of any unsecuredclaims we hold, if any, which may have a material adverse effect on our business, financial condition and results of operations, and our ability to makedistributions to our stockholders. Furthermore, dealing with a tenant’s bankruptcy or other default may divert management’s attention and cause us to incursubstantial legal and other costs.The geographic concentration of some of our facilities could leave us vulnerable to an economic downturn, regulatory changes or acts of nature in thoseareas.Our properties are located in 23 different states, with concentrations in Texas, California and Ohio. The properties in these three states accounted forapproximately 22%, 16% and 8%, respectively, of the total beds and units in our portfolio, as of December 31, 2017 and approximately 20%, 18% and 15%,respectively, of our rental income for the year ended December 31, 2017. As a result of this concentration, the conditions of local economies and real estatemarkets, changes in governmental rules, regulations and reimbursement rates or criteria, changes in demographics, state funding, acts of nature and otherfactors that may result in a decrease in demand and/or reimbursement for skilled nursing services in these states could have a disproportionately adverseeffect on our tenants’ revenue, costs and results of operations, which may affect their ability to meet their obligations to us.Our facilities located in Texas are especially susceptible to natural disasters such as hurricanes, tornadoes and flooding, and our facilities located inCalifornia are particularly susceptible to natural disasters such as fires, earthquakes and mudslides. These acts of nature may cause disruption to our tenants,their employees and our facilities, which could have an adverse impact on our tenants’ patients and businesses. In order to provide care for their patients, ourtenants are dependent on consistent and reliable delivery of food, pharmaceuticals, utilities and other goods to our facilities, and the availability ofemployees to provide services at the facilities. If the delivery of goods or the ability of employees to reach our facilities is interrupted in any material respectdue to a natural disaster or other reasons, it would have a significant impact on our facilities and our tenants’ businesses at those facilities. Furthermore, theimpact, or impending threat, of a natural disaster may require that our tenants evacuate one or more facilities, which would be costly and would involve risks,including potentially fatal risks, for the patients at such facilities. The impact of disasters and similar events is inherently uncertain. Such events could harmour tenants’ patients and employees, severely damage or destroy one or more of our facilities, harm our tenants’ business, reputation and financialperformance, or otherwise cause our tenants’ businesses to suffer in ways that we currently cannot predict.We pursue acquisitions of additional properties and seek other strategic opportunities in the ordinary course of our business, which may result in the use ofa significant amount of management resources or significant costs, and we may not fully realize the potential benefits of such transactions.We pursue acquisitions of additional properties and seek acquisitions and other strategic opportunities in the ordinary course of our business.Accordingly, we are often engaged in evaluating potential transactions and other strategic alternatives. In addition, from time to time, we engage indiscussions that may result in one or more transactions. Although there is19Table of Contentsuncertainty that any of these discussions will result in definitive agreements or the completion of any transaction, we may devote a significant amount of ourmanagement resources to such a transaction, which could negatively impact our operations. We may incur significant costs in connection with seekingacquisitions or other strategic opportunities regardless of whether the transaction is completed and in combining our operations if such a transaction iscompleted. In addition, there is no assurance that we will fully realize the potential benefits of any past or future acquisition or strategic transaction.Additionally, we have preferred equity interests in a limited number of joint ventures. Our use of joint ventures may be subject to risks that may not bepresent with other ownership methods. Our joint ventures may involve property development, which presents additional risks that could render adevelopment project less profitable or not profitable at all and, under certain circumstances, may prevent completion of development activities onceundertaken.We operate in a highly competitive industry and face competition from other REITs, investment companies, private equity and hedge fund investors,sovereign funds, healthcare operators, lenders and other investors, some of whom are significantly larger and have greater resources and lower costs of capital.Increased competition will make it more challenging to identify and successfully capitalize on acquisition opportunities that meet our investment objectives.If we cannot identify and purchase a sufficient quantity of suitable properties at favorable prices or if we are unable to finance acquisitions on commerciallyfavorable terms, our business, financial position or results of operations could be materially and adversely affected. Additionally, the fact that we mustdistribute 90% of our REIT taxable income in order to maintain our qualification as a REIT may limit our ability to rely upon rental payments from ourleased properties or subsequently acquired properties in order to finance acquisitions. As a result, if debt or equity financing is not available on acceptableterms, further acquisitions might be limited or curtailed. Transactions involving properties we might seek to acquire entail risks associated with real estateinvestments generally, including that the investment’s performance will fail to meet expectations or that the tenant, operator or manager will underperform.Increased competition has resulted and may further result in lower net revenues for some of our tenants and may affect their ability to meet their financialand other contractual obligations to us.The healthcare industry is highly competitive. The occupancy levels at, and results of operations from, our facilities are dependent on our ability andthe ability of our tenants to compete with other tenants and operators on a number of different levels, including the quality of care provided, reputation, thephysical appearance of a facility, price, the range of services offered, family preference, alternatives for healthcare delivery, the supply of competingproperties, physicians, staff, referral sources, location, and the size and demographics of the population in the surrounding area. In addition, our tenants facean increasingly competitive labor market for skilled management personnel and nurses. A shortage of nurses or other trained personnel or general inflationarypressures on wages may force tenants to enhance pay and benefits packages to compete effectively for skilled personnel, or to use more expensive contractpersonnel, but they be unable to offset these added costs by increasing the rates charged to residents. Any increase in labor costs and other property operatingexpenses or any failure by our tenants to attract and retain qualified personnel could reduce the revenues of our tenants and their ability to meet theirobligations to us.Our tenants also compete with numerous other companies providing similar healthcare services or alternatives such as home health agencies, life care athome, community-based service programs, retirement communities and convalescent centers. We cannot be certain that our tenants will be able to achieveoccupancy and rate levels, or manage their expenses, in a way that will enable them to meet all of their obligations to us. Further, many competing companiesmay have resources and attributes that are superior to those of our tenants. They may encounter increased competition that could limit their ability tomaintain or attract residents or expand their businesses or to manage their expenses, either of which could adversely affect their ability to meet theirobligations to us, potentially decreasing our revenues, impairing our assets, and/or increasing our collection and dispute costs.Required regulatory approvals can delay or prohibit transfers of our healthcare properties, which could result in periods in which we are unable to receiverent for such properties.Our tenants that operate SNFs and other healthcare facilities must be licensed under applicable state law and, depending upon the type of facility,certified or approved as providers under the Medicare and/or Medicaid programs. Prior to the transfer of the operations of such healthcare properties tosuccessor operators, the new operator generally must become licensed under state law and, in certain states, receive change of ownership approvals undercertificate of need laws (which provide for a certification that the state has made a determination that a need exists for the beds located on the property) and, ifapplicable, file for a Medicare and Medicaid change of ownership (commonly referred to as a CHOW). If an existing lease is terminated or expires and a newtenant is found, then any delays in the new tenant receiving regulatory approvals from the20Table of Contentsapplicable federal, state or local government agencies, or the inability to receive such approvals, may prolong the period during which we are unable tocollect the applicable rent.If we must replace any of our tenants or operators, we may have difficulty identifying replacements and we may be required to incur substantial renovationcosts to make certain that our healthcare properties are suitable for other operators and tenants.If we or our tenants terminate or do not renew the leases for our properties, we would attempt to reposition those properties with another tenant oroperator. Healthcare facilities are typically highly customized and may not be easily adapted to non-healthcare-related uses. The improvements generallyrequired to conform a property to healthcare use, such as upgrading electrical, gas and plumbing infrastructure and security, are costly and at times tenant-specific. A new or replacement tenant to operate one or more of our healthcare facilities may require different features in a property, depending on thattenant’s particular operations. If a current tenant is unable to pay rent and vacates a property, we may incur substantial expenditures to modify a propertybefore we are able to secure another tenant. Also, if the property needs to be renovated to accommodate multiple tenants, we may incur substantialexpenditures before we are able to release the space. In addition, approvals of local authorities for such modifications and/or renovations may be necessary,resulting in delays in transitioning a facility to a new tenant. These expenditures or renovations and delays could materially and adversely affect ourbusiness, financial condition or results of operations. In addition, we may fail to identify suitable replacements or enter into leases or other arrangements withnew tenants or operators on a timely basis or on terms as favorable to us as our current leases, if at all.We may not be able to sell properties when we desire because real estate investments are relatively illiquid, which could materially and adversely affectour business, financial position or results of operations.Real estate investments generally cannot be sold quickly. We may not be able to vary our portfolio promptly in response to changes in the real estatemarket. A downturn in the real estate market could materially and adversely affect the value of our properties and our ability to sell such properties foracceptable prices or on other acceptable terms. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a propertyor portfolio of properties. These factors and any others that would impede our ability to respond to adverse changes in the performance of our propertiescould materially and adversely affect our business, financial position or results of operations.An increase in market interest rates could increase our interest costs on existing and future debt and could adversely affect our stock price.Certain of our existing debt obligations are variable rate obligations with interest and related payments that vary with the movement of certain indices,and in the future we may incur additional indebtedness in connection with the entry into new credit facilities or the financing of any acquisition ordevelopment activity. If interest rates increase, so could our interest costs for any new debt and our variable rate debt obligations under our unsecuredrevolving credit facility and unsecured term loan (the “Credit Facility”). This increased cost could make the financing of any acquisition more costly, as wellas lower our current period earnings. Rising interest rates could limit our ability to refinance existing debt when it matures or cause us to pay higher interestrates upon refinancing. In addition, an increase in interest rates could decrease the access third parties have to credit, thereby decreasing the amount they arewilling to pay for our assets and consequently limiting our ability to reposition our portfolio promptly in response to changes in economic or otherconditions. Further, the dividend yield on our common stock, as a percentage of the price of such common stock, will influence the price of such commonstock. Thus, an increase in market interest rates may lead prospective purchasers of our common stock to expect a higher dividend yield, which couldadversely affect the market price of our common stock.If we lose our key management personnel, we may not be able to successfully manage our business and achieve our objectives.Our success depends in large part upon the leadership and performance of our executive management team, particularly Gregory K. Stapley and otherkey employees. If we lose the services of Mr. Stapley or any of our other key employees, we may not be able to successfully manage our business or achieveour business objectives.We or our tenants may experience uninsured or underinsured losses, which could result in a significant loss of the capital we have invested in a property,decrease anticipated future revenues or cause us to incur unanticipated expense.Our lease agreements with operators (including the Ensign Master Leases) require that the tenant maintain comprehensive liability and hazardinsurance, and we maintain customary insurance for the ILFs that we own and operate. However, there are certain types of losses (including, but not limitedto, losses arising from environmental conditions or of a21Table of Contentscatastrophic nature, such as earthquakes, hurricanes and floods) that may be uninsurable or not economically insurable. Insurance coverage may not besufficient to pay the full current market value or current replacement cost of a loss. Inflation, changes in building codes and ordinances, environmentalconsiderations, and other factors also might make it infeasible to use insurance proceeds to replace the property after such property has been damaged ordestroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore the economic position with respect to such property.If one of our properties experiences a loss that is uninsured or that exceeds policy coverage limits, we could lose the capital invested in the damagedproperty as well as the anticipated future cash flows from the property. If the damaged property is subject to recourse indebtedness, we could continue to beliable for the indebtedness even if the property is irreparably damaged.In addition, even if damage to our properties is covered by insurance, a disruption of business caused by a casualty event may result in loss of revenuefor our tenants or us. Any business interruption insurance may not fully compensate them or us for such loss of revenue. If one of our tenants experiences sucha loss, it may be unable to satisfy its payment obligations to us under its lease with us.Environmental compliance costs and liabilities associated with real estate properties owned by us may materially impair the value of those investments.Under various federal, state and local laws, ordinances and regulations, as a current or previous owner of real estate, we may be required to investigateand clean up certain hazardous or toxic substances or petroleum released at a property, and may be held liable to a governmental entity or to third parties forproperty damage and for investigation and cleanup costs incurred by the third parties in connection with the contamination. In addition, some environmentallaws create a lien on the contaminated site in favor of the government for damages and the costs it incurs in connection with the contamination. Neither wenor our tenants carry environmental insurance on our properties. Although we generally require our tenants, as operators of our healthcare properties, toindemnify us for environmental liabilities they cause, such liabilities could exceed the financial ability of the tenant to indemnify us or the value of thecontaminated property. The presence of contamination or the failure to remediate contamination may materially adversely affect our ability to sell or leasethe real estate or to borrow using the real estate as collateral. As the owner of a site, we may also be held liable to third parties for damages and injuriesresulting from environmental contamination emanating from the site. Although we will be generally indemnified by our tenants for contamination caused bythem, these indemnities may not adequately cover all environmental costs. We may also experience environmental liabilities arising from conditions notknown to us.We may not be able to engage in desirable strategic transactions and equity issuances because of certain restrictions relating to requirements for tax-freedistributions for U.S. federal income tax purposes. In addition, we could be liable for adverse tax consequences resulting from engaging in significantstrategic or capital-raising transactions.Our ability to engage in significant strategic transactions and equity issuances may be limited or restricted in order to preserve, for U.S. federal incometax purposes, the tax-free nature of the Spin-Off.Even if the Spin-Off otherwise qualifies for tax-free treatment under Sections 368(a)(1)(D) and 355 of the Code, it may result in corporate level taxablegain to Ensign under Section 355(e) of the Code if 50% or more, by vote or value, of shares of our stock or Ensign’s stock are acquired or issued as part of aplan or series of related transactions that includes the Spin-Off. The process for determining whether an acquisition or issuance triggering these provisions hasoccurred is complex, inherently factual and subject to interpretation of the facts and circumstances of a particular case.Under the Tax Matters Agreement that we entered into with Ensign, we also are generally responsible for any taxes imposed on Ensign that arise fromthe failure of the Spin-Off to qualify as tax-free for U.S. federal income tax purposes, within the meaning of Sections 368(a)(1)(D) and 355 of the Code, to theextent such failure to qualify is attributable to actions, events or transactions relating to our stock, assets or business, or a breach of the relevantrepresentations or any covenants made by us in the Tax Matters Agreement, the materials submitted to the IRS in connection with the request for the IRSRuling or the representation letter provided to counsel in connection with the tax opinion.The ownership by our chief executive officer, Gregory K. Stapley, of shares of Ensign common stock may create, or may create the appearance of, conflictsof interest.Because of his former position with Ensign, our chief executive officer, Gregory K. Stapley, owns shares of Ensign common stock. Mr. Stapley alsoowns shares of our common stock. His individual holdings of shares of our common stock and Ensign common stock may be significant compared to hisrespective total assets. These equity interests may create, or appear to22Table of Contentscreate, conflicts of interest when he is faced with decisions that may not benefit or affect CareTrust REIT and Ensign in the same manner.We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harmour business.We rely on information technology networks and systems, including the internet, to process, transmit and store electronic information, and to manageor support a variety of business processes, including financial transactions and records, and maintaining personal identifying information and tenant andlease data. We purchase some of our information technology from vendors, on whom our systems depend. We rely on commercially available systems,software, tools and monitoring to provide security for the processing, transmission and storage of confidential tenant and customer data, includingindividually identifiable information relating to financial accounts. Although we have taken steps to protect the security of our information systems and thedata maintained in those systems, it is possible that our safety and security measures will not prevent the systems’ improper functioning or damage, or theimproper access or disclosure of personally identifiable information such as in the event of cyber-attacks. In addition, due to the fast pace andunpredictability of cyber threats, long-term implementation plans designed to address cybersecurity risks become obsolete quickly. Security breaches,including physical or electronic break-ins, computer viruses, malware, works, attacks by hackers or foreign governments, disruptions from unauthorizedaccess and tampering (including through social engineering such as phishing attacks), coordinated denial-of-service attacks and similar breaches, can createsystem disruptions, shutdowns or unauthorized disclosure of confidential information. The risk of security breaches has generally increased as the number,intensity and sophistication of attacks and intrusions from around the world have increased. In some cases, it may be difficult to anticipate or immediatelydetect such incidents and the damage they cause. In addition, our technology infrastructure and information systems are vulnerable to damage or interruptionfrom natural disasters, power loss and telecommunications failures. Any failure to maintain proper function, security and availability of our informationsystems and the data maintained in those systems could interrupt our operations, damage our reputation, subject us to liability claims or regulatory penaltiesand could have a materially adverse effect on our business, financial condition and results of operations.Our assets may be subject to impairment charges.At each reporting period, we evaluate our real estate investments and other assets for impairment indicators. The judgment regarding the existence ofimpairment indicators is based on factors such as market conditions, operator performance and legal structure. If we determine that a significant impairmenthas occurred, we are required to make an adjustment to the net carrying value of the asset, which could have a material adverse effect on our results ofoperations in the period in which the write-off occurs.We have now, and may have in the future, exposure to contingent rent escalators We receive revenue primarily by leasing our assets under leases that are long-term triple-net leases in which the rental rate is generally fixed withannual rent escalations, subject to certain limitations. Almost all of our leases contain escalators contingent on changes in the Consumer Price Index, subjectto maximum fixed percentages. If the Consumer Price Index does not increase, our revenues may not increase.Risks Related to Our Status as a REITIf we do not qualify to be taxed as a REIT, or fail to remain qualified as a REIT, we will be subject to U.S. federal income tax as a regular corporation andcould face a substantial tax liability, which could adversely affect our ability to raise capital or service our indebtedness.We currently operate, and intend to continue to operate, in a manner that will allow us to continue to qualify to be taxed as a REIT for U.S. federalincome tax purposes. We elected to be taxed as a REIT for U.S. federal income tax purposes beginning with our taxable year ended December 31, 2014. Wereceived an opinion of our counsel with respect to our qualification as a REIT in connection with the Spin-Off. Investors should be aware, however, thatopinions of advisors are not binding on the IRS or any court. The opinion of our counsel represents only the view of our counsel based on its review andanalysis of existing law and on certain representations as to factual matters and covenants made by us, including representations relating to the values of ourassets and the sources of our income. The opinion is expressed as of the date issued. Our counsel has no obligation to advise us or the holders of any of oursecurities of any subsequent change in the matters stated, represented or assumed or of any subsequent change in applicable law. Furthermore, both thevalidity of the opinion of our counsel and our qualification as a REIT will depend on our satisfaction of certain asset, income, organizational, distribution,stockholder ownership and other requirements on a continuing basis, the results of which will not be monitored by23Table of Contentsour counsel. Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our assets, some of which are notsusceptible to a precise determination, and for which we will not obtain independent appraisals.If we were to fail to qualify to be taxed as a REIT in any taxable year, we would be subject to U.S. federal income tax, including any applicablealternative minimum tax, on our taxable income at regular corporate rates, and dividends paid to our stockholders would not be deductible by us incomputing our taxable income. Any resulting corporate liability could be substantial and would reduce the amount of cash available for distribution to ourstockholders, which in turn could have an adverse impact on the value of our common stock. Unless we were entitled to relief under certain Code provisions,we also would be disqualified from re-electing to be taxed as a REIT for the four taxable years following the year in which we failed to qualify to be taxed asa REIT, which could adversely affect our financial condition and results of operations.Qualifying as a REIT involves highly technical and complex provisions of the Code.Qualification as a REIT involves the application of highly technical and complex Code provisions for which only limited judicial and administrativeauthorities exist. Even a technical or inadvertent violation could jeopardize our REIT qualification. Our qualification as a REIT will depend on oursatisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. In addition, our abilityto satisfy the requirements to qualify to be taxed as a REIT may depend in part on the actions of third parties over which we have no control or only limitedinfluence.Legislative or other actions affecting REITs could have a negative effect on us.The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and theU.S. Department of the Treasury (the “Treasury”). Changes to the tax laws or interpretations thereof, with or without retroactive application, could materiallyand adversely affect our investors or us. We cannot predict how changes in the tax laws, including any tax reform called for by the new presidentialadministration, might affect our investors or us. New legislation, Treasury regulations, administrative interpretations or court decisions could significantlyand negatively affect our ability to qualify to be taxed as a REIT or the U.S. federal income tax consequences to our investors and us of such qualification.On December 22, 2017, the Tax Cuts and Jobs Act was enacted. The Tax Cuts and Jobs Act makes significant changes to the U.S. federal income taxrules for taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. Most of the changes applicable toindividuals are temporary and apply only to taxable years beginning after December 31, 2017 and before January 1, 2026. The Tax Cuts and Jobs Act makesnumerous large and small changes to the tax rules that do not affect REITs directly but may affect our stockholders and may indirectly affect us.While the changes in the Tax Cuts and Jobs Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisionsin the Code may lessen the relative competitive advantage of operating as a REIT rather than as a C corporation and have other unanticipated effects on us orour stockholders. Moreover, Congressional leaders have recognized that the process of adopting extensive tax legislation in a short amount of time withouthearings and substantial time for review is likely to have led to drafting errors, issues needing clarification and unintended consequences that will have to bereviewed in subsequent tax legislation. At this point, it is not clear when Congress will address these issues or when the IRS will be able to issueadministrative guidance on the changes made in the Tax Cuts and Jobs Act.Prospective stockholders are urged to consult with their tax advisors with respect to the status of the Tax Cuts and Jobs Act and any other regulatory oradministrative developments and proposals and their potential effect on investment in our stock.We could fail to qualify to be taxed as a REIT if income we receive from our tenants is not treated as qualifying income.Under applicable provisions of the Code, we will not be treated as a REIT unless we satisfy various requirements, including requirements relating to thesources of our gross income. Rents received or accrued by us from our tenants will not be treated as qualifying rent for purposes of these requirements if theleases are not respected as true leases for U.S. federal income tax purposes and are instead treated as service contracts, joint ventures or some other type ofarrangement. If the leases are not respected as true leases for U.S. federal income tax purposes, we will likely fail to qualify to be taxed as a REIT.In addition, subject to certain exceptions, rents received or accrued by us from our tenants will not be treated as qualifying rent for purposes of theserequirements if we or a beneficial or constructive owner of 10% or more of our stock beneficially or constructively owns 10% or more of the total combinedvoting power of all classes of stock entitled to vote or 10% or more of the total value of all classes of stock. CareTrust REIT’s charter provides for restrictionson ownership and24Table of Contentstransfer of CareTrust REIT’s shares of stock, including restrictions on such ownership or transfer that would cause the rents received or accrued by us from ourtenants to be treated as non-qualifying rent for purposes of the REIT gross income requirements. Nevertheless, there can be no assurance that such restrictionswill be effective in ensuring that rents received or accrued by us from our tenants will not be treated as qualifying rent for purposes of REIT qualificationrequirements.Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.The maximum U.S. federal income tax rate applicable to income from “qualified dividends” payable by U.S. corporations to U.S. stockholders that areindividuals, trusts and estates is currently 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rates. However, for taxableyears beginning after December 31, 2017 and before January 1, 2026, under the recently enacted Tax Cuts and Jobs Act, noncorporate taxpayers may deductup to 20% of certain qualified business income, including "qualified REIT dividends" (generally, dividends received by a REIT shareholder that are notdesignated as capital gain dividends or qualified dividend income), subject to certain limitations, resulting in an effective maximum U.S. federal income taxrate of 29.6% on such income. Although these rules do not adversely affect the taxation of REITs, the more favorable rates applicable to regular corporatequalified dividends, together with the recently reduced corporate tax rate (currently, 21%), could cause investors who are individuals, trusts and estates toperceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which couldadversely affect the value of the stock of REITs, including our stock. Although these rules do not adversely affect the taxation of REITs, the more favorablerates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and estates to perceive investments in REITs to berelatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock ofREITs, including our stock.REIT distribution requirements could adversely affect our ability to execute our business plan.We generally must distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction andexcluding any net capital gains, in order for us to qualify to be taxed as a REIT (assuming that certain other requirements are also satisfied) so that U.S.federal corporate income tax does not apply to earnings that we distribute. To the extent that we satisfy this distribution requirement and qualify for taxationas a REIT but distribute less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction and including any netcapital gains, we will be subject to U.S. federal corporate income tax on our undistributed net taxable income. In addition, we will be subject to a 4%nondeductible excise tax if the actual amount that we distribute to our stockholders in a calendar year is less than a minimum amount specified under U.S.federal income tax laws. We intend to make distributions to our stockholders to comply with the REIT requirements of the Code.Our funds from operations are generated primarily by rents paid under leases with our tenants, including Ensign. From time to time, we may generatetaxable income greater than our cash flow as a result of differences in timing between the recognition of taxable income and the actual receipt of cash or theeffect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. If we do not have other funds available inthese situations, we could be required to borrow funds on unfavorable terms, sell assets at disadvantageous prices or distribute amounts that would otherwisebe invested in future acquisitions in order to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the REITdistribution requirement and to avoid being subject to corporate income tax and the 4% excise tax in a particular year. These alternatives could increase ourcosts or reduce our equity.Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow.Even if we remain qualified for taxation as a REIT, we may be subject to certain U.S. federal, state, and local taxes on our income and assets, includingtaxes on any undistributed income and state or local income, property and transfer taxes. For example, we may hold some of our assets or conduct certain ofour activities through one or more taxable REIT subsidiaries (each, a “TRS”) or other subsidiary corporations that will be subject to U.S. federal, state, andlocal corporate-level income taxes as regular C corporations. In addition, we may incur a 100% excise tax on transactions with a TRS if they are notconducted on an arm’s-length basis. Any of these taxes would decrease cash available for distribution to our stockholders.Complying with REIT requirements may cause us to forgo otherwise attractive acquisition opportunities or liquidate otherwise attractive investments.To qualify to be taxed as a REIT for U.S. federal income tax purposes, we must ensure that, at the end of each calendar quarter, at least 75% of the valueof our assets consists of cash, cash items, government securities and “real estate assets” (as defined in the Code). The remainder of our investments (other thangovernment securities, qualified real estate assets and25Table of Contentssecurities issued by a TRS) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the totalvalue of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our total assets (other than governmentsecurities, qualified real estate assets and securities issued by a TRS) can consist of the securities of any one issuer, and no more than 25% (20% for taxableyears beginning after December 31, 2017) of the value of our total assets can be represented by securities of one or more TRSs. Further, for taxable yearsbeginning after December 31, 2015, no more than 25% of the value of our total assets may be represented by “nonqualified publicly offered REIT debtinstruments” (as defined in the Code). If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within 30days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification and suffering adverse taxconsequences. As a result, we may be required to liquidate or forgo otherwise attractive investments. These actions could have the effect of reducing ourincome and amounts available for distribution to our stockholders.In addition to the asset tests set forth above, to qualify to be taxed as a REIT we must continually satisfy tests concerning, among other things, thesources of our income, the amounts we distribute to our stockholders and the ownership of our stock. We may be unable to pursue investments that would beotherwise advantageous to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. Thus, compliance withthe REIT requirements may hinder our ability to make certain attractive investments.Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.The REIT provisions of the Code substantially limit our ability to hedge our assets and liabilities. Income from certain hedging transactions that wemay enter into to manage risk of interest rate changes with respect to borrowings made or to be made to acquire or carry real estate assets does not constitute“gross income” for purposes of the 75% or 95% gross income tests that apply to REITs, provided that certain identification requirements are met. For taxableyears beginning after December 31, 2015, income from new transactions entered into to hedge the income or loss from prior hedging transactions, where theindebtedness or property which was the subject of the prior hedging transaction was extinguished or disposed of, will not constitute gross income forpurposes of the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions or fail to properly identify suchtransaction as a hedge, the income is likely to be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, wemay be required to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedgingactivities because the TRS may be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise wantto bear. In addition, losses in the TRS will generally not provide any tax benefit, except that such losses could theoretically be carried back or forward againstpast or future taxable income in the TRS.Even if we qualify to be taxed as a REIT, we could be subject to tax on any unrealized net built-in gains in our assets held before electing to be treated as aREIT.We own appreciated assets that were held by a C corporation and were acquired by us in a transaction in which the adjusted tax basis of the assets in ourhands was determined by reference to the adjusted basis of the assets in the hands of the C corporation. If we dispose of any such appreciated assets during thefive-year period following our qualification as a REIT, we will be subject to tax at the highest corporate tax rates on any gain from such assets to the extent ofthe excess of the fair market value of the assets on the date that we became a REIT over the adjusted tax basis of such assets on such date, which are referred toas built-in gains. We would be subject to this tax liability even if we qualify and maintain our status as a REIT. Any recognized built-in gain will retain itscharacter as ordinary income or capital gain and will be taken into account in determining REIT taxable income and our distribution requirement. Any tax onthe recognized built-in gain will reduce REIT taxable income. We may choose not to sell in a taxable transaction appreciated assets we might otherwise sellduring the five-year period in which the built-in gain tax applies in order to avoid the built-in gain tax. However, there can be no assurances that such ataxable transaction will not occur. If we sell such assets in a taxable transaction, the amount of corporate tax that we will pay will vary depending on theactual amount of net built-in gain or loss present in those assets as of the time we became a REIT. The amount of tax could be significant.Uncertainties relating to CareTrust REIT’s estimate of its “earnings and profits” attributable to C-corporation taxable years may have an adverse effecton our distributable cash flow.In order to qualify as a REIT, a REIT cannot have at the end of any REIT taxable year any undistributed earnings and profits (“E&P”) that areattributable to a C-corporation taxable year. A REIT that has non-REIT accumulated earnings and profits has until the close of its first full tax year as a REITto distribute such earnings and profits. Failure to meet this requirement would result in CareTrust REIT’s disqualification as a REIT. In connection with theCompany’s intention to qualify as a real estate investment trust, on October 17, 2014, the Company’s board of directors declared the Special Dividend26Table of Contentsto distribute the amount of accumulated E&P allocated to the Company as a result of the Spin-Off. The amount of the Special Dividend was $132.0 million,or approximately $5.88 per common share. It was paid on December 10, 2014, to stockholders of record as of October 31, 2014, in a combination of both cashand stock. The cash portion totaled $33.0 million and the stock portion totaled $99.0 million. The Company issued 8,974,249 shares of common stock inconnection with the stock portion of the Special Dividend.The determination of non-REIT earnings and profits is complicated and depends upon facts with respect to which CareTrust REIT may have had lessthan complete information or the application of the law governing earnings and profits, which is subject to differing interpretations, or both. Consequently,there are substantial uncertainties relating to the estimate of CareTrust REIT’s non-REIT earnings and profits, and we cannot be assured that the earnings andprofits distribution requirement has been met. These uncertainties include the possibility that the IRS could upon audit, as discussed above, increase thetaxable income of CareTrust REIT, which would increase the non-REIT earnings and profits of CareTrust REIT. There can be no assurances that we havesatisfied the requirement.Risks Related to Our Capital StructureWe have substantial indebtedness and we have the ability to incur significant additional indebtedness.We have approximately $565.0 million of indebtedness, consisting of $300.0 million representing our 5.25% Senior Notes due 2025 (the “Notes”), a$100.0 million Term Loan (as defined below) and $165.0 million outstanding on our Revolving Facility, all as of December 31, 2017. We also had $235.0million available capacity to borrow under the Revolving Facility. Our high level of indebtedness may have the following important consequences to us. Forexample, it could:•require us to dedicate a substantial portion of our cash flow from operations to make principal and interest payments on our indebtedness, therebyreducing our cash flow available to fund working capital, dividends, capital expenditures and other general corporate purposes;•require us to maintain certain debt coverage and other financial ratios at specified levels, thereby reducing our financial flexibility;•make it more difficult for us to satisfy our financial obligations, including the Notes and borrowings under the Credit Facility;•increase our vulnerability to general adverse economic and industry conditions or a downturn in our business;•expose us to increases in interest rates for our variable rate debt;•limit, along with the financial and other restrictive covenants in our indebtedness, our ability to borrow additional funds on favorable terms or at allto expand our business or ease liquidity constraints;•limit our ability to refinance all or a portion of our indebtedness on or before maturity on the same or more favorable terms or at all;•limit our flexibility in planning for, or reacting to, changes in our business and our industry;•place us at a competitive disadvantage relative to competitors that have less indebtedness;•require us to dispose of one or more of our properties at disadvantageous prices in order to service our indebtedness or to raise funds to pay suchindebtedness at maturity; and•result in an event of default if we fail to satisfy our obligations under the Notes or our other debt or fail to comply with the financial and otherrestrictive covenants contained in the indenture governing the Notes or the Credit Facility, which event of default could result in all of our debtbecoming immediately due and payable and could permit certain of our lenders to foreclose on our assets securing such debt.In addition, the Credit Facility and the indenture governing the Notes permit us to incur substantial additional debt, including secured debt. If we incuradditional debt, the related risks described above could intensify.27Table of ContentsWe may be unable to service our indebtedness.Our ability to make scheduled payments on and to refinance our indebtedness depends on and is subject to our future financial and operatingperformance, which in turn is affected by general and regional economic, financial, competitive, business and other factors beyond our control, including theavailability of financing in the international banking and capital markets. Our business may fail to generate sufficient cash flow from operations or futureborrowings may be unavailable to us under the Credit Facility or from other sources in an amount sufficient to enable us to service our debt, to refinance ourdebt or to fund our other liquidity needs. If we are unable to meet our debt obligations or to fund our other liquidity needs, we will need to restructure orrefinance all or a portion of our debt. We may be unable to refinance any of our debt on commercially reasonable terms or at all. If we were unable to makepayments or refinance our debt or obtain new financing under these circumstances, we would have to consider other options, such as asset sales, equityissuances and/or negotiations with our lenders to restructure the applicable debt. The Credit Facility and the indenture governing the Notes restrict, andmarket or business conditions may limit, our ability to take some or all of these actions. Any restructuring or refinancing of our indebtedness could be athigher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations. In addition, the CreditFacility and the indenture governing the Notes permit us to incur additional debt, including secured debt, subject to the satisfaction of certain conditions.We rely on our subsidiaries for our operating funds.We conduct our operations through subsidiaries and depend on our subsidiaries for the funds necessary to operate and repay our debt obligations. Eachof our subsidiaries is a distinct legal entity and has no obligation, contingent or otherwise, to transfer funds to us. In addition, the ability of our subsidiaries totransfer funds to us could be restricted by the terms of subsequent financings and the indenture governing the Notes.Covenants in our debt agreements restrict our activities and could adversely affect our business.Our debt agreements contain various covenants that limit our ability and the ability of our subsidiaries to engage in various transactions including, asapplicable:•incurring or guaranteeing additional secured and unsecured debt;•creating liens on our assets;•paying dividends or making other distributions on, redeeming or repurchasing capital stock;•making investments or other restricted payments;•entering into transactions with affiliates;•issuing stock of or interests in subsidiaries;•engaging in non-healthcare related business activities;•creating restrictions on the ability of our subsidiaries to pay dividends or other amounts to us; •selling assets;•effecting a consolidation or merger or selling all or substantially all of our assets;•making acquisitions; and•amending certain material agreements, including material leases and debt agreements.These covenants limit our operational flexibility and could prevent us from taking advantage of business opportunities as they arise, growing ourbusiness or competing effectively. The Credit Agreement requires the Company to comply with financial maintenance covenants to be tested quarterly,consisting of a maximum debt to asset value ratio, a minimum fixed charge coverage ratio, a minimum tangible net worth, a maximum cash distributions tooperating income ratio, a maximum secured debt to asset value ratio and a maximum secured recourse debt to asset value ratio. We are also required tomaintain total unencumbered assets of at least 150% of our unsecured indebtedness under the indenture. Our ability to meet these28Table of Contentsrequirements may be affected by events beyond our control, and we may not meet these requirements. We may be unable to maintain compliance with thesecovenants and, if we fail to do so, we may be unable to obtain waivers from the lenders or amend the covenants.A downgrade of our credit rating could impair our ability to obtain additional debt financing on favorable terms, if at all, and significantly reduce thetrading price of our common stock.If any rating agency downgrades our credit rating, or places our rating under watch or review for possible downgrade, then it may be more difficult orexpensive for us to obtain additional debt financing, and the trading price of our common stock may decline. Factors that may affect our credit rating include,among other things, our financial performance, our success in raising sufficient equity capital, adverse changes in our debt and fixed charge coverage ratios,our capital structure and level of indebtedness and pending or future changes in the regulatory framework applicable to our operators and our industry. Wecannot assure that these credit agencies will not downgrade our credit rating in the future.Risks Related To Our Common StockOur charter restricts the ownership and transfer of our outstanding stock, which may have the effect of delaying, deferring or preventing a transaction orchange of control of our company.In order for us to qualify to be taxed as a REIT, not more than 50% in value of our outstanding shares of stock may be owned, beneficially orconstructively, by five or fewer individuals at any time during the last half of each taxable year after our first taxable year as a REIT. Additionally, at least100 persons must beneficially own our stock during at least 335 days of a taxable year (other than our first taxable year as a REIT). Our charter, with certainexceptions, authorizes our board of directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Our charter alsoprovides that, unless exempted by the board of directors, no person may own more than 9.8% in value or in number of shares, whichever is more restrictive, ofthe outstanding shares of our common stock, or more than 9.8% in value of the outstanding shares of all classes or series of our stock. The constructiveownership rules are complex and may cause shares of stock owned directly or constructively by a group of related individuals or entities to be constructivelyowned by one individual or entity. These ownership limits could delay or prevent a transaction or a change in control of us that might involve a premiumprice for shares of our stock or otherwise be in the best interests of our stockholders. The acquisition of less than 9.8% of our outstanding stock by anindividual or entity could cause that individual or entity to own constructively in excess of 9.8% in value of our outstanding stock, and thus violate ourcharter’s ownership limit. Our charter also prohibits any person from owning shares of our stock that would result in our being “closely held” underSection 856(h) of the Code or otherwise cause us to fail to qualify to be taxed as a REIT. In addition, our charter provides that (i) no person shall beneficiallyor constructively own shares of stock to the extent such beneficial or constructive ownership of stock would result in us failing to qualify as a “domesticallycontrolled qualified investment entity” within the meaning of Section 897(h) of the Code, and (ii) no person shall beneficially or constructively own sharesof stock to the extent such beneficial or constructive ownership would cause us to own, beneficially or constructively, more than a 9.9% interest (as set forthin Section 856(d)(2)(B) of the Code) in a tenant of our real property. Any attempt to own or transfer shares of our stock in violation of these restrictions mayresult in the transfer being automatically void.Maryland law and provisions in our charter and bylaws may delay or prevent takeover attempts by third parties and therefore inhibit our stockholdersfrom realizing a premium on their stock.Our charter and bylaws and Maryland law contain provisions that are intended to deter coercive takeover practices and inadequate takeover bids and toencourage prospective acquirors to negotiate with our board of directors rather than to attempt a hostile takeover. As currently in effect, our charter andbylaws, among other things, (1) contain transfer and ownership restrictions on the percentage by number and value of outstanding shares of our stock thatmay be owned or acquired by any stockholder; (2) provide that stockholders are not allowed to act by non-unanimous written consent; (3) permit the board ofdirectors, without further action of the stockholders, to amend the charter to increase or decrease the aggregate number of authorized shares or the number ofshares of any class or series that we have the authority to issue; (4) permit the board of directors to classify or reclassify any unissued shares of common orpreferred stock and set the preferences, rights and other terms of the classified or reclassified shares; (5) permit only the board of directors to amend thebylaws; (6) establish certain advance notice procedures for stockholder proposals, and provide procedures for the nomination of candidates for our board ofdirectors; (7) provide that special meetings of stockholders may only be called by the Company or upon written request of stockholders entitled to be at themeeting; (8) provide that a director may only be removed by stockholders for cause and upon the vote of two-thirds of the outstanding shares of commonstock; (9) provide for supermajority approval requirements for amending or repealing certain provisions in our charter; and (10) provide for a classified boardof directors of three separate29Table of Contentsclasses with staggered terms. In addition, specific anti-takeover provisions of the Maryland General Corporation Law (“MGCL”) could make it more difficultfor a third party to attempt a hostile takeover. These provisions include:•“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder”(defined generally as any person who beneficially owns 10% or more of the voting power of our shares or an affiliate thereof) for five years after themost recent date on which the stockholder becomes an interested stockholder, and thereafter impose special appraisal rights and special stockholdervoting requirements on these combinations; and•“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlledby the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “controlshare acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to theextent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding allinterested shares.We believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiatewith our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended tomake us immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delayor prevent an acquisition that our board of directors determines is not in our best interests. These provisions may also prevent or discourage attempts toremove and replace incumbent directors.The market price and trading volume of our common stock may fluctuate.The market price of our common stock may fluctuate, depending upon many factors, some of which may be beyond our control, including, but notlimited to:•a shift in our investor base;•our quarterly or annual earnings, or those of other comparable companies;•actual or anticipated fluctuations in our operating results;•our ability to obtain financing as needed, including potential future equity or debt issuances;•changes in laws and regulations affecting our business;•changes in accounting standards, policies, guidance, interpretations or principles;•announcements by us or our competitors of significant investments, acquisitions or dispositions;•the failure of securities analysts to cover our common stock;•changes in earnings estimates by securities analysts or our ability to meet those estimates;•the operating performance and stock price of other comparable companies;•overall market fluctuations; and•general economic conditions and other external factors.Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broadmarket fluctuations may adversely affect the trading price of our common stock.30Table of ContentsFailure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could materially andadversely affect our business and the market price of our common stock.Under the Sarbanes-Oxley Act, we must maintain effective disclosure controls and procedures and internal control over financial reporting, whichrequire significant resources and management oversight. Internal control over financial reporting is complex and may be revised over time to adapt tochanges in our business, or changes in applicable accounting rules. We cannot assure you that our internal control over financial reporting will be effective inthe future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that internal controls wereeffective. Matters impacting our internal controls may cause us to be unable to report our financial data on a timely basis, or may cause us to restatepreviously issued financial data, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the SEC, or violationsof applicable stock exchange listing rules. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and thereliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registeredpublic accounting firm reports a material weakness in our internal control over financial reporting. This could materially adversely affect us by, for example,leading to a decline in the market price for our common stock and impairing our ability to raise capital.Additionally, our independent registered public accounting firm is required pursuant to Section 404(b) of the Sarbanes-Oxley Act to attest to theeffectiveness of our internal control over financial reporting on an annual basis. If we cannot maintain effective disclosure controls and procedures or internalcontrol over financial reporting, or our independent registered public accounting firm cannot provide an unqualified attestation report on the effectiveness ofour internal control over financial reporting, investor confidence and, in turn, the market price of our common stock could decline.We cannot assure you of our ability to pay dividends in the future.We expect to make quarterly dividend payments in cash with the annual dividend amount no less than 90% of our REIT taxable income on an annualbasis, determined without regard to the dividends paid deduction and excluding any net capital gains. Our ability to pay dividends may be adversely affectedby a number of factors, including the risk factors described in this annual report. Dividends are authorized by our board of directors and declared by us basedupon a number of factors, including actual results of operations, restrictions under Maryland law or applicable debt covenants, our financial condition, ourtaxable income, the annual distribution requirements under the REIT provisions of the Code, our operating expenses and other factors our directors deemrelevant. We cannot assure you that we will achieve investment results that will allow us to make a specified level of cash dividends or year-to-year increasesin cash dividends in the future.Furthermore, while we are required to pay dividends in order to maintain our REIT status (as described above under “Risks Related to Our Status as aREIT - REIT distribution requirements could adversely affect our ability to execute our business plan”), we may elect not to maintain our REIT status, inwhich case we would no longer be required to pay such dividends. Moreover, even if we do elect to maintain our REIT status, after completing variousprocedural steps, we may elect to comply with the applicable distribution requirements by distributing, under certain circumstances, a portion of the requiredamount in the form of shares of our common stock in lieu of cash. If we elect not to maintain our REIT status or to satisfy any required distributions in sharesof common stock in lieu of cash, such action could negatively affect our business and financial condition as well as the market price of our common stock.No assurance can be given that we will pay any dividends on shares of our common stock in the future.Your ownership percentage in us may be diluted in the future.From time to time in the future, we may issue additional shares of our common stock in connection with sales under our ATM Program (as definedbelow), other capital markets transactions or in connection with other transactions. In addition, pursuant to our CareTrust REIT, Inc. and CTR Partnership,L.P. Incentive Award Plan (the “Incentive Award Plan”), we expect to grant equity incentive awards to our officers, employees and directors in connectionwith their employment with or services provided to us. These issuances and awards may cause your percentage ownership in us to be diluted in the future andcould have a dilutive effect on our earnings per share and reduce the value of our common stock.In addition, while we have no specific plan to issue preferred stock, our charter authorizes us to issue, without the approval of our stockholders, oneor more classes or series of preferred stock having such designations, powers, privileges, preferences, including preferences over our common stock respectingdividends and distributions, terms of redemption and relative participation, optional or other rights, if any, of the shares of each such series of preferred stockand any qualifications, limitations or restrictions thereof, as our board of directors may determine. The terms of one or more classes or series of preferred stockcould dilute the voting power or reduce the value of our common stock. For example, the repurchase or31Table of Contentsredemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.ERISA may restrict investments by plans in our common stock.A plan fiduciary considering an investment in our common stock should consider, among other things, whether such an investment is consistent withthe fiduciary obligations under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including whether such investment mightconstitute or give rise to a prohibited transaction under ERISA, the Code or any substantially similar federal, state or local law and, if so, whether anexemption from such prohibited transaction rules is available.ITEM 1B.Unresolved Staff CommentsNone.ITEM 2. PropertiesOur headquarters are located in San Clemente, California. We lease our corporate office from an unaffiliated third party.Except for the three ILFs that we own and operate, all of our properties are leased under long-term, triple-net leases. The following table displays theexpiration of the annualized contractual cash rental revenues under our lease agreements as of December 31, 2017 by year and total investment (dollars inthousands) and, in each case, without giving effect to any renewal options:Lease Maturity Percent of Total Percent ofYearInvestmentInvestmentRentTotal Rent2019$34,4152.6%$3,1742.4%202670,2725.2%7,5015.7%202755,9294.2%5,7184.4%202879,9146.0%7,7775.9%2029114,7708.6%9,7297.4%2030317,47123.7%28,20021.5%2031338,38625.2%31,86724.3%2032238,76317.8%23,25717.8%203364,4914.8%11,2258.6%203412,7330.9%1,1350.9%2035——%——%203614,5831.0%1,3201.1%Total$1,341,727100.0%$130,903100.0%The information set forth under “Portfolio Summary” in Item 1 of this Annual Report on Form 10-K is incorporated by reference herein.ITEM 3.Legal ProceedingsThe Company and its subsidiaries are and may become from time to time a party to various claims and lawsuits arising in the ordinary course ofbusiness, but none of the Company or any of its subsidiaries is, and none of their respective properties are, the subject of any material legal proceedings.Claims and lawsuits may include matters involving general or professional liability asserted against our tenants, which are the responsibility of our tenantsand for which we are entitled to be indemnified by our tenants under the insurance and indemnification provisions in the applicable leases. Pursuant to the Separation and Distribution Agreement we entered into in connection with the Spin-Off (the “Separation and Distribution Agreement”),we assumed any liability arising from or relating to legal proceedings involving the assets owned by us and agreed to indemnify Ensign (and its subsidiaries,directors, officers, employees and agents and certain other related parties) against any losses arising from or relating to such legal proceedings. In addition,pursuant to the Separation and Distribution Agreement, Ensign has agreed to indemnify us (including our subsidiaries, directors, officers, employees and32Table of Contentsagents and certain other related parties) for any liability arising from or relating to legal proceedings involving Ensign’s healthcare business prior to the Spin-Off, and, pursuant to the Ensign Master Leases, Ensign or its subsidiaries have agreed to indemnify us for any liability arising from operations at the realproperty leased from us. Ensign is currently a party to various legal actions and administrative proceedings, including various claims arising in the ordinarycourse of its healthcare business, which are subject to the indemnities provided by Ensign to us. While these actions and proceedings are not believed byEnsign to be material, individually or in the aggregate, the ultimate outcome of these matters cannot be predicted. The resolution of any such legalproceedings, either individually or in the aggregate, could have a material adverse effect on Ensign’s business, financial position or results of operations,which, in turn, could have a material adverse effect on our business, financial position or results of operations if Ensign or its subsidiaries are unable to meettheir indemnification obligations.ITEM 4.Mine Safety DisclosuresNone.PART IIITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity SecuritiesCommon EquityOur common stock is listed on the Nasdaq Global Select Market. Set forth below for the fiscal quarters indicated are the reported high and low salesprices per share of our common stock on the Nasdaq Global Select Market and the dividends declared per share of common stock. Dividends HighLow Declared2016 First Quarter$12.75$9.12 $0.17Second Quarter$13.98$12.44 $0.17Third Quarter$15.88$13.73 $0.17Fourth Quarter*$15.67$12.70 $0.172017 First Quarter$16.97$14.71 $0.185Second Quarter$19.86$15.25 $0.185Third Quarter$19.82$17.81 $0.185Fourth Quarter**$19.76$16.59 $0.185* We paid this dividend on January 13, 2017 to stockholders of record on December 31, 2016.** We paid this dividend on January 16, 2018 to stockholders of record on December 29, 2017.At February 26, 2018, we had approximately 124 stockholders of record.To maintain REIT status, we are required each year to distribute to stockholders at least 90% of our annual REIT taxable income after certainadjustments. All distributions will be made by us at the discretion of our board of directors and will depend on our financial position, results of operations,cash flows, capital requirements, debt covenants (which include limits on distributions by us), applicable law, and other factors as our board of directorsdeems relevant. For example, while the Notes and our Credit Facility permit us to declare and pay any dividend or make any distribution that is necessary tomaintain our REIT status, those distributions are subject to certain financial tests under the indenture governing the Notes, and therefore, the amount of cashdistributions we can make to our stockholders may be limited.Distributions with respect to our common stock can be characterized for federal income tax purposes as taxable ordinary dividends, nondividenddistributions or a combination thereof. Following is the characterization of our annual cash dividends on common stock: Year Ended December 31,Common Stock2017 2016Ordinary dividend$0.6450 $0.5767Non-dividend distributions0.0950 0.1033 $0.7400 $0.680033Table of ContentsIssuer Purchases of Equity SecuritiesWe did not repurchase any shares of our common stock during the three months ended December 31, 2017.34Table of ContentsStock Price Performance GraphThe graph below compares the cumulative total return of our common stock, the S&P 500 Index, the S&P 500 REIT Index, the RMS (MSCI U.S. REITTotal Return Index) and the SNL U.S. REIT Healthcare Index for the period from June 1, 2014 to December 31, 2017. Total cumulative return is based on a$100 investment in CareTrust REIT common stock and in each of the indices on June 1, 2014 and assumes quarterly reinvestment of dividends beforeconsideration of income taxes. Stockholder returns over the indicated periods should not be considered indicative of future stock prices or stockholderreturns. COMPARISON OF CUMULATIVE TOTAL RETURNAMONG S&P 500, S&P 500 REIT INDEX, RMS, SNL US REIT HEALTHCARE AND CARETRUST REIT, INC.RATE OF RETURN TREND COMPARISONJUNE 1, 2014 - DECEMBER 31, 2017(JUNE 1, 2014 = 100)Stock Price Performance Graph Total ReturnThe stock performance graph shall not be deemed soliciting material or to be filed with the SEC or subject to Regulation 14A or 14C under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”) or to the liabilities of Section 18 of the Exchange Act, nor shall it be incorporated byreference into any past or future filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically request that it be treated assoliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933 or the Exchange Act.35Table of ContentsITEM 6.Selected Financial DataThe following table sets forth selected financial data and other data for our company on a historical basis. The following data should be read inconjunction with our audited consolidated and combined financial statements and notes thereto and Management’s Discussion and Analysis of FinancialCondition and Results of Operations included elsewhere herein. Our historical operating results may not be comparable to our future operating results. Thecomparability of the selected financial data presented below is significantly affected by our acquisitions and new investments in 2017, 2016, 2015, 2014 and2013. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”The selected historical financial data set forth below reflects, for the relevant periods presented, as applicable, the historical financial position, results ofoperations and cash flows of (i) the skilled nursing, assisted living and independent living facilities that Ensign contributed to CareTrust REIT immediatelyprior to June 1, 2014, the effective date of the Spin-Off, (ii) the operations of the three independent living facilities that CareTrust REIT operated immediatelyfollowing the Spin-Off, and (iii) the new investments and financings that the Company has made after the Spin-Off. “Ensign Properties” is the predecessor ofthe Company, and its historical financial statements have been prepared on a “carve-out” basis from Ensign’s consolidated financial statements using thehistorical results of operations, cash flows, assets and liabilities attributable to such skilled nursing, assisted living and independent living facilities, andinclude allocations of income, expenses, assets and liabilities from Ensign. These allocations reflect significant assumptions. Although CareTrust REIT’smanagement believes such assumptions are reasonable, the historical financial statements do not fully reflect what CareTrust REIT’s financial position,results of operations and cash flows would have been had it been a stand-alone company during the periods presented prior to the Spin-Off. As of or For the Year Ended December 31, 20172016201520142013 (dollars in thousands, except per share amounts)Income statement data: Total revenues$132,982$104,679$74,951$58,897$48,796Income (loss) before provision for income taxes25,87429,35310,034(8,143)(272)Net income (loss)25,87429,35310,034(8,143)(395)Income (loss) before provision for income taxes per share0.350.520.26(0.36)(0.01)Net income (loss) per share0.350.520.26(0.36)(0.02)Balance sheet data: Total assets$1,184,986$925,358$673,166$475,140$428,515Senior unsecured notes payable, net294,395255,294254,229253,165—Senior unsecured term loan, net99,51799,422———Unsecured revolving credit facility165,00095,00045,000——Secured mortgage indebtedness, net——94,67697,608113,740Senior secured term loan, net————64,915Senior secured revolving credit facility————78,701Total equity594,617452,430262,288113,462162,689Other financial data: Dividends declared per common share$0.74$0.68$0.64$6.01$—FFO(1)62,27561,48334,10914,85323,023FAD(1)66,40665,11837,83116,55923,740(1)We believe that net income, as defined by U.S. generally accepted accounting principles (“GAAP”), is the most appropriate earnings measure. We alsobelieve that Funds From Operations (“FFO”), as defined by the National Association of Real Estate Investment Trusts (“NAREIT”), and FundsAvailable for Distribution (“FAD”) are important non-GAAP supplemental measures of operating performance for a REIT. FFO is defined as net income(loss) computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate related depreciation and amortizationand impairment charges. FAD is defined as FFO excluding noncash income and expenses such as amortization of stock-based compensation,amortization of deferred financing costs and the effect of straight-line rent. We believe that the use of FFO and FAD, combined with the required GAAPpresentations, improves the understanding36Table of Contentsof operating results of REITs among investors and makes comparisons of operating results among such companies more meaningful. We consider FFOand FAD to be useful measures for reviewing comparative operating and financial performance because, by excluding gains or losses from real estatedispositions, impairment charges and real estate depreciation and amortization, and, for FAD, by excluding noncash income and expenses such asamortization of stock-based compensation, amortization of deferred financing costs, and the effect of straight line rent, FFO and FAD can help investorscompare our operating performance between periods and to other REITs. However, our computation of FFO and FAD may not be comparable to FFOand FAD reported by other REITs that do not define FFO in accordance with the current NAREIT definition or that interpret the current NAREITdefinition or define FAD differently than we do. Further, FFO and FAD do not represent cash flows from operations or net income as defined by GAAPand should not be considered an alternative to those measures in evaluating our liquidity or operating performance.The following table reconciles our calculations of FFO and FAD for the five years ended December 31, 2017, 2016, 2015, 2014 and 2013 to netincome, the most directly comparable financial measure according to GAAP, for the same periods: For the Year Ended December 31, 20172016201520142013 (dollars in thousands)Net income (loss)$25,874$29,353$10,034$(8,143)$(395)Real estate related depreciation and amortization39,04931,86524,07522,99623,418Loss on sale of real estate—265———Impairment of real estate investment890————Gain on disposition of other real estate investment(3,538)————FFO62,27561,48334,10914,85323,023Amortization of deferred financing costs2,0592,2392,2001,552699Amortization of stock-based compensation2,4161,5461,52215418Straight-line rental income(344)(150)———FAD$66,406$65,118$37,831$16,559$23,740ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from thoseanticipated in these forward-looking statements as a result of various factors, including those which are discussed in the section titled “Risk Factors.” Alsosee “Statement Regarding Forward-Looking Statements” preceding Part I.The following discussion and analysis should be read in conjunction with the “Selected Financial Data” above and our accompanying consolidatedfinancial statements and the notes thereto.Our Management’s Discussion and Analysis of Financial Condition and Results of Operations is organized as follows:•Overview•Recent Transactions•Results of Operations•Liquidity and Capital Resources•Obligations and Commitments•Capital Expenditures•Critical Accounting Policies•Impact of Inflation•Off-Balance Sheet ArrangementsOverviewCareTrust REIT is a self-administered, publicly-traded REIT engaged in the ownership, acquisition, development and leasing of seniors housing andhealthcare-related properties. As of December 31, 2017, the 92 facilities leased to Ensign had a37Table of Contentstotal of 9,698 beds and units and are located in Arizona, California, Colorado, Idaho, Iowa, Nebraska, Nevada, Texas, Utah and Washington and the 93remaining leased properties had a total of 8,366 beds and units and are located in California, Colorado, Florida, Georgia, Idaho, Illinois, Indiana, Iowa,Maryland, Michigan, Minnesota, New Mexico, North Carolina, Oregon, Texas, Virginia, Washington and Wisconsin. We also own and operate three ILFswhich had a total of 264 units located in Texas and Utah. As of December 31, 2017, we also had other real estate investments consisting of $5.5 million fortwo preferred equity investments and a mortgage loan receivable of $12.4 million.Recent TransactionsAt-The-Market Offering of Common StockIn May 2017, we entered into a new equity distribution agreement to issue and sell, from time to time, up to $300.0 million in aggregate offeringprice of our common stock through an “at-the-market” equity offering program (the “ATM Program”). At the time the ATM Program commenced, our existingat-the-market equity offering program entered into during 2016 (the “Prior ATM Program”), which had been substantially depleted, was permanentlydiscontinued. As of December 31, 2017, we had approximately $236.1 million available for future issuances under the ATM Program.The following table summarizes the ATM Program and Prior ATM Program activity for 2017 (shares and dollars in thousands, except per shareamounts): For the Three Months Ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 TotalNumber of shares7,175 3,399 — — 10,574Average sales price per share$15.31 $18.82 $— $— $16.43Gross proceeds$109,813 $63,947 $— $— $173,760Offering of Senior Unsecured NotesIn May 2017, the Operating Partnership, and its wholly owned subsidiary, CareTrust Capital Corp., completed an underwritten public offering of$300.0 million aggregate principal amount of 5.25% Senior Notes due 2025. We used the net proceeds from the offering of the Notes to redeem all $260.0million aggregate principal amount outstanding of our existing 5.875% Senior Notes due 2021, including payment of the redemption price and all accruedand unpaid interest thereon, and used the remaining portion of the net proceeds of the offering of the Notes to pay borrowings outstanding under our seniorunsecured revolving credit facility. In connection to this transaction, we recorded a loss on the extinguishment of debt of $7.6 million and a $4.2 millionwrite-off of deferred financing costs associated with the redemption. See “Liquidity and Capital Resources-Indebtedness” for further information.Recent InvestmentsFrom January 1, 2017 through February 27, 2018, we acquired 36 properties in various transactions, comprising 7 ALFs and 29 SNFs, and provided amortgage loan secured by a SNF for approximately $315.6 million, which includes actual and estimated capitalized acquisition costs. These acquisitions areexpected to generate initial annual cash revenues of approximately $27.4 million and an initial blended yield of approximately 9.0%. See Note 3, RealEstate Investments, Net, and Note 4, Other Real Estate Investments in the Notes to Consolidated Financial Statements for additional information.Lease Amendments and Related AgreementsPristine Amendment. On November 2, 2017 (the “Pristine Amendment Date”), we entered into a fourth amendment to the master lease (the “PristineAmendment”) with affiliates of Pristine Senior Living, LLC (“Pristine”). Under the Pristine Amendment, we agreed that seven facilities selected by us (the“Transitioned Facilities”) would be transferred to a new operator or operators designated by us in our sole and absolute discretion. As described below under“Trillium Amendment,” we concurrently entered into a third amendment to the master lease (the “Trillium Amendment”) with affiliates of Trillium HealthcareGroup, LLC (“Trillium”) to lease the Transitioned Facilities to affiliates of Trillium. The Trillium Amendment and the operational transfers of theTransitioned Facilities became effective on December 1, 2017 (such date, the “Transition Effective Date”).38Table of ContentsPursuant to the Pristine Amendment, commencing on October 1, 2017, initial base rent under the Pristine master lease, as amended (as amended, the“Lease”) was $15.6 million per annum, payable in equal monthly installments. On the Transition Effective Date, annual base rent was reduced by $6.5million. Commencing on March 1, 2018, annual base rent will increase to $9.5 million. Commencing on July 1, 2018 annual base rent would increase to $9.8million, and beginning on July 1, 2019 and increasing annually thereafter, annual base rent would increase by the greater of (i) 2% or (ii) the adjusted CPIincrease not to exceed 3%.Under the Lease, Pristine is required to make scheduled deposits as additional rent into a landlord-managed impound account from which we paycertain property taxes and franchise permit fees related to the properties now and previously net leased by Pristine. Under the Pristine Amendment, Pristinedeposited into the impound account an additional $0.3 million in November 2017 and an additional $0.2 million in December 2017, and in December 2017we made a scheduled additional advance of $1.0 million to the impound account, bringing the total outstanding balance to approximately $6.4 million indeferred rent. We then used impound funds deposited both by Pristine and us to pay franchise permit fees due with respect to the facilities retained by Pristineunder the Lease (the “Retained Facilities”) and the Transitioned Facilities for the period July 1, 2017 through September 30, 2017, which were due inDecember 2017.Pristine agreed to repay the total outstanding balance of the deferred rent in the impound account, plus the portion of the September 2017 base rentthat we allowed Pristine to defer, totaling $0.8 million, over time with interest. These scheduled payments of additional rent in the amount of $0.1 million permonth would be made beginning on October 15, 2018 and continuing monthly thereafter, with any outstanding balance due in full on January 15, 2023. Theoutstanding balance on the rent deferral would incur interest charges at a rate of 6.25% per annum.Under the Pristine Amendment, Pristine remains obligated to pay certain additional obligations related to the operation of the Transitioned Facilitiesprior to the Transition Effective Date which were not yet due as of the Transition Effective Date, including depositing into the impound account its fullprorata share of the incurred but unpaid property taxes and franchise permit fees for the Transitioned Facilities attributable to the period from October 1, 2017to the Transition Effective Date, as well as ongoing obligations with respect to the Retained Facilities. Although Pristine has paid $4.4 million of the $4.9million in base rent due from the execution of the Pristine Amendment through the date hereof, Pristine has only paid $0.5 million of the $2.8 million inadditional payments due under the Lease for the same period.Accordingly, on February 27, 2018 (the “LTA Effective Date”) we entered into a Lease Termination Agreement (the “LTA”) with Pristine underwhich Pristine and its affiliates will surrender the Retained Facilities to an operator or operators designated by us in our sole and absolute discretion, intransactions similar to those effected in December 2017. Pursuant to the LTA, the operational transfers of the Retained Facilities are to occur within 180 daysof the LTA Effective Date, and we have agreed with Pristine to make commercially reasonable efforts to facilitate such transfers. Until the date or dates uponwhich such operational transfers occur (each an “LTA Transition Date”), Pristine will continue to operate the Retained Facilities, and will collect revenues,pay payroll and other current operating expenses, pay the scheduled base rent and, to the extent of funds available, will pay additional rent thereon. We willcontinue to fund the impound account as needed to meet current real property tax and franchise permit fee liabilities accruing, if any, through the LTATransition Date(s). In addition, we have determined that we will (i) recognize Pristine rental revenues on a cash basis, and (ii) reserve all outstandingobligations of Pristine to us consisting of $6.3 million in property tax reimbursements and advances of 2016 and 2017 franchise permit fees made during theyear ended December 31, 2017, $3.3 million of 2017 property tax reimbursements and franchise permit fees expected to be advanced after December 31,2017 and $0.8 million of unpaid base rent from September 2017. Such reserve is presented in “Reserve for advances and deferred rent” within theconsolidated income statements.Under the LTA we will, upon Pristine’s full performance of the terms thereof, terminate the Lease and all future obligations of the tenant thereunder;however, under the terms of the Lease our security interest in Pristine’s accounts receivable will survive any such termination. Such security interest is subjectto the prior lien and security interest of Pristine’s working capital lender, Capital One, National Association (“CONA”), with whom we have an existingintercreditor agreement that defines the relative rights and responsibilities of CONA and us with respect to the loan and lease collateral represented byPristine’s accounts receivable and our respective security interests therein. Trillium Amendment. On November 2, 2017, we entered into the Trillium Amendment with Trillium to lease the Transitioned Facilities to affiliatesof Trillium. Under the Trillium Amendment, on the Transition Effective Date, annual base rent increased by approximately $6.9 million, from $4.5 million to$11.5 million. On February 1, 2018, annual base rent increased to $11.6 million. On the first anniversary of the Transition Effective Date, annual base rentwill increase to $12.1 million. On February 1, 2019, annual base rent will increase to $12.2 million. Following the second anniversary of the TransitionEffective Date, annual base rent will increase by the lesser of (i) the CPI increase or (ii) 3%.39Table of ContentsTrillium Bridge LoanIn connection with our lease of the Transitioned Facilities to Trillium, Trillium is completing negotiations to upsize its working line of credit tofund day-to-day cash requirements associated with the new operations. As such, on January 2, 2018, we agreed to fund a bridge loan to Trillium of up to$11.0 million until the earlier of (i) March 31, 2018, (ii) the date that Trillium enters into a new credit facility such that Trillium may submit draw requests tothe applicable lender, and (iii) the date on which the master lease with Trillium is terminated with respect to any facility incorporated in the borrowing base.Borrowings under the bridge loan accrue interest at a base rate of 8.0%. The bridge loan is collateralized by the accounts receivable of each borrower entitythat is party to the bridge loan agreement. As of February 27, 2018, $10.9 million was outstanding under the bridge loan.Results of OperationsOperating ResultsOur primary business consists of acquiring, developing, financing and owning real property to be leased to third party tenants in the healthcare sector. Year Ended December 31, 2017 Compared to Year Ended December 31, 2016 Year Ended December 31, Increase(Decrease) PercentageDifference 2017 2016 (dollars in thousands)Revenues: Rental income$117,633 $93,126 $24,507 26%Tenant reimbursements10,254 7,846 2,408 31%Independent living facilities3,228 2,970 258 9%Interest and other income1,867 737 1,130 153%Expenses: Depreciation and amortization39,159 31,965 7,194 23%Interest expense24,196 22,873 1,323 6%Loss on the extinguishment of debt11,883 326 11,557 *Property taxes10,254 7,846 2,408 31%Independent living facilities2,733 2,549 184 7%Impairment of real estate investment890 — 890 *Acquisition costs— 205 (205) *Reserve for advances and deferred rent10,414 — 10,414 *General and administrative11,117 9,297 1,820 20%* Not meaningfulRental income. Rental income was $117.6 million for the year ended December 31, 2017 compared to $93.1 million for the year ended December 31,2016. The $24.5 million or 26% increase in rental income is due primarily to $24.7 million from investments made after January 1, 2016, $1.0 million fromincreases in rental rates for our existing tenants and $0.3 million of straight-line rent, partially offset by a $0.8 million decrease due to placing one tenant on acash basis in the year ended December 31, 2017 and a $0.7 million decrease in rental rate for one tenant.Independent living facilities. Revenues from our three ILFs that we own and operate were $3.2 million for the year ended December 31, 2017 comparedto $3.0 million for the year ended December 31, 2016. The $0.3 million increase was primarily due to increased occupancy at these facilities and a higheraverage rental rate per unit. Expenses for our three ILFs were $2.7 million for the year ended December 31, 2017 compared to $2.5 million for the year endedDecember 31, 2016. The $0.2 million or 7% increase was primarily due to the increased occupancy at these facilities.Interest and other income. Interest and other income increased $1.1 million for the year ended December 31, 2017 to $1.9 million compared to $0.8million for the year ended December 31, 2016. The increase was due to $0.5 million of net interest income related to the disposition in May 2017 of onepreferred equity investment, $0.4 million of interest income from two40Table of Contentspreferred equity investments that closed in July and September 2016 and $0.2 million of interest income related to our mortgage loan receivable that weprovided in October 2017.Depreciation and amortization. Depreciation and amortization expense increased $7.2 million, or 23%, for the year ended December 31, 2017 to $39.2million compared to $32.0 million for the year ended December 31, 2016. The $7.2 million increase was primarily due to new investments made after January1, 2016.Interest expense. Interest expense increased $1.3 million, or 6%, for the year ended December 31, 2017 to $24.2 million compared to $22.9 million forthe year ended December 31, 2016. The net increase was due primarily to the fourteen days during the year ended December 31, 2017 when both our $300.0million 5.25% Senior Notes due 2025 and our $260.0 million 5.875% Senior Notes due 2021 were outstanding, higher interest rates on our floating rate debtprimarily related to our senior unsecured term loan and a higher average net borrowings on our unsecured revolving credit facility.Loss on the extinguishment of debt. Included in the loss on the extinguishment of debt is $7.6 million related to the redemption of our 5.875% SeniorNotes due 2021 at a redemption price of 102.938%, and a $4.2 million write-off of deferred financing costs associated with such redemption that wascompleted during the year ended December 31, 2017. Included in the loss on the extinguishment of debt for the year ended December 31, 2016 is a $0.3million write-off of deferred financing fees associated with the payoff and termination our secured mortgage indebtedness with General Electric CapitalCorporation (the “GECC Loan”).Impairment of real estate investments. In April 2017, we and Ensign mutually determined that La Villa Rehab & Healthcare Center (“La Villa”) hadreached the natural end of its useful life as a skilled nursing facility and that the facility was no longer economically viable, the improvements thereon couldnot be economically repurposed to any other use, and the cost to remove the obsolete improvements and reclaim the underlying land for redevelopment wasexpected to exceed the market value of the land. Ensign agreed to wind up and terminate the operations of the facility and we transferred title to the propertyto Ensign. There was no adjustment to the contractual rent under the applicable master lease. As a result of the transfer, we wrote-off the net book value of LaVilla. Additionally, we have agreed with Ensign that the licensed beds will be transferred to another facility included in the Ensign Master Leases.Reserve for advances and deferred rent. Included in the reserve for advances and deferred rent is a $0.8 million reserve for unpaid cash rents and a $9.6million reserve for other tenant receivables related to the properties now and previously net leased to subsidiaries of Pristine. See previous disclosure under“Recent Transactions-Lease Amendments-Pristine Amendment” for further discussion.General and administrative expense. General and administrative expense increased $1.8 million for the year ended December 31, 2017 to $11.1 millioncompared to $9.3 million for the year ended December 31, 2016. The increase is primarily related to higher cash wages of $0.9 million, amortization of stock-based compensation of $0.9 million and higher professional fees of $0.2 million, partially offset by lower state and local taxes of $0.2 million.41Table of ContentsYear Ended December 31, 2016 Compared to Year Ended December 31, 2015 Year Ended December 31, Increase(Decrease) PercentageDifference 2016 2015 (dollars in thousands)Revenues: Rental income$93,126 $65,979 $27,147 41 %Tenant reimbursements7,846 5,497 2,349 43 %Independent living facilities2,970 2,510 460 18 %Interest and other income737 965 (228) (24)%Expenses: Depreciation and amortization31,965 24,133 7,832 32 %Interest expense22,873 24,048 (1,175) (5)%Loss on the extinguishment of debt326 1,208 (882) *Property taxes7,846 5,497 2,349 43 %Acquisition costs205 — 205 *Independent living facilities2,549 2,376 173 7 %General and administrative9,297 7,655 1,642 21 %Rental income. Rental income was $93.1 million for the year ended December 31, 2016 compared to $66.0 million for the year ended December 31,2015. The $27.1 million increase in rental income is due primarily to $26.9 million from new investments made after January 1, 2015, and $0.3 million fromincreases in rental rates on existing tenants.Independent living facilities. Revenues from our three ILFs that we own and operate were $3.0 million for the year ended December 31, 2016 comparedto $2.5 million for the year ended December 31, 2015. The $0.5 million increase was due primarily to more units being available for lease and rented in 2016.Expenses were $2.5 million for the year ended December 31, 2016 compared to $2.4 million for the year ended December 31, 2015. The $0.1 million increasewas due to higher costs associated with the incremental newly leased units.Interest and other income. Interest and other income decreased $0.2 million for the year ended December 31, 2016 to $0.7 million compared to $1.0million for the year ended December 31, 2015. The net decrease was due to the cessation of accruing interest on one preferred equity investment slightlyoffset by two new preferred equity investments that closed during the three months ended September 30, 2016.Depreciation and amortization. Depreciation and amortization expense increased $7.8 million, or 32%, for the year ended December 31, 2016 to $32.0million compared to $24.1 million for the year ended December 31, 2015. The $7.8 million increase was primarily due to new investments made after January1, 2015.Interest expense. Interest expense decreased $1.1 million, or 5%, for the year ended December 31, 2016 to $22.9 million compared to $24.0 million forthe year ended December 31, 2015. The decrease was due primarily to lower interest expense of $4.9 million resulting from the payoff of the GECC Loan withthe unsecured term loan and $0.7 million related to our former secured revolving credit facility, partially offset by an increase in interest expense of $2.3million from our unsecured term loan, $1.4 million from higher borrowings under our unsecured revolving credit facility and a $0.8 million related toamortization of deferred financing fees.Loss on the extinguishment of debt. Included in the loss on the extinguishment of debt for the year ended December 31, 2016 is a $0.3 million write-offof deferred financing fees associated with the payoff and termination our secured mortgage indebtedness with the GECC Loan. Included in the loss on theextinguishment of debt for the year ended December 31, 2015 is a $1.2 million write-off of deferred financing fees associated with the payoff and terminationof our senior secured revolving credit facility.General and administrative expense. General and administrative expense increased $1.6 million for the year ended December 31, 2016 to $9.3 millioncompared to $7.7 million for the year ended December 31, 2015. The $1.6 million increase is primarily related to higher cash wages including increasedstaffing of $0.9 million, higher professional fees of $0.4 million and higher state and local taxes of $0.4 million.42Table of ContentsLiquidity and Capital ResourcesTo qualify as a REIT for federal income tax purposes, we are required to distribute at least 90% of our REIT taxable income, determined without regardto the dividends paid deduction and excluding any net capital gains, to our stockholders on an annual basis. Accordingly, we intend to make, but are notcontractually bound to make, regular quarterly dividends to common stockholders from cash flow from operating activities. All such dividends are at thediscretion of our board of directors. As of December 31, 2017, we had cash and cash equivalents of $6.9 million. During the year ended December 31, 2017, we sold approximately 10.6million shares of common stock under our ATM Program and Prior ATM Program in effect during 2017 at an average price of $16.43 per share for $173.8million in gross proceeds before $2.4 million of commissions paid to the sales agents. At December 31, 2017, we had approximately $236.1 million availablefor future issuances under the ATM Program. As of December 31, 2017, there was $165.0 million outstanding under the Revolving Facility. See Note7, Debt, and Note 8, Equity, in the Notes to Consolidated Financial Statements for additional information. We believe that our available cash, expectedoperating cash flows, and the availability under our ATM Program and Credit Facility will provide sufficient funds for our operations, anticipated scheduleddebt service payments and dividend plans for at least the next twelve months.We intend to invest in additional healthcare properties as suitable opportunities arise and adequate sources of financing are available. We expect thatfuture investments in properties, including any improvements or renovations of current or newly-acquired properties, will depend on and will be financed by,in whole or in part, our existing cash, borrowings available to us under the Credit Facility, future borrowings or the proceeds from sales of shares of ourcommon stock pursuant to our ATM Program or additional issuances of common stock or other securities. In addition, we may seek financing from U.S.government agencies, including through Fannie Mae and the U.S. Department of Housing and Urban Development, in appropriate circumstances inconnection with acquisitions and refinancing of existing mortgage loans.We have filed an automatic shelf registration statement with the SEC that expires in May 2020, which will allow us or certain of our subsidiaries, asapplicable, to offer and sell shares of common stock, preferred stock, warrants, rights, units and debt securities through underwriters, dealers or agents ordirectly to purchasers, on a continuous or delayed basis, in amounts, at prices and on terms we determine at the time of the offering.Although we are subject to restrictions on our ability to incur indebtedness, we expect that we will be able to refinance existing indebtedness or incuradditional indebtedness for acquisitions or other purposes, if needed. However, there can be no assurance that we will be able to refinance our indebtedness,incur additional indebtedness or access additional sources of capital, such as by issuing common stock or other debt or equity securities, on terms that areacceptable to us or at all.Cash FlowsThe following table presents selected data from our consolidated statements of cash flows for the years presented: Year Ended December 31, 2017 2016 2015 (dollars in thousands)Net cash provided by operating activities$88,800 $64,431 $40,254Net cash used in investing activities(302,559) (284,642) (234,649)Net cash provided by financing activities213,168 216,244 180,542Net decrease in cash and cash equivalents(591) (3,967) (13,853)Cash and cash equivalents at beginning of period7,500 11,467 25,320Cash and cash equivalents at end of period$6,909 $7,500 $11,467Year Ended December 31, 2017 Compared to Year Ended December 31, 2016Net cash provided by operating activities for the year ended December 31, 2017 was $88.8 million compared to $64.4 million for the year endedDecember 31, 2016, an increase of $24.4 million. The increase was primarily due to an increase in noncash income and expenses of $31.9 million, partiallyoffset by a $4.0 million change in operating assets and liabilities and a decrease in net income of $3.5 million.43Table of ContentsNet cash used in investing activities for the year ended December 31, 2017 was $302.6 million compared to $284.6 million for the yearended December 31, 2016, an increase of $18.0 million. The increase was primarily the result of a $15.3 million increase in acquisitions, $12.4 millionincrease due to an investment in real estate mortgage loan receivable, a $2.9 million reduction in net proceeds of sale of real estate and $0.3 million ofpurchases of furniture, fixtures and equipment, partially offset by a decrease of $7.5 million for the sale of other real estate investment, a reduction of $4.7million in preferred equity investments and $0.7 million in escrow deposits related to acquisitions.Net cash provided by financing activities for the year ended December 31, 2017 was $213.2 million compared to $216.2 million for the year endedDecember 31, 2016, a decrease of $3.0 million. This decrease was primarily due to higher repayments of debt of $135.6 million, a decrease in net proceeds of$30.1 million from sales of our common stock, an increase in dividends paid of $15.3 million, increased payments of deferred financing fees of $4.7 millionand $0.3 million of net-settlement adjustments on restricted stock, partially offset by an increase in borrowings in the amount of $183.0 million.Year Ended December 31, 2016 Compared to Year Ended December 31, 2015Net cash provided by operating activities for the year ended December 31, 2016 was $64.4 million compared to $40.3 million for the year endedDecember 31, 2015, an increase of $24.2 million. The increase was primarily due to an increase in net income of $19.3 million and noncash income andexpenses of $7.4 million, partially offset by a $2.5 million change in operating assets and liabilities.Net cash used in investing activities for the year ended December 31, 2016 was $284.6 million compared to $234.6 million for the yearended December 31, 2015, an increase of $50.0 million. The increase was primarily due to greater investments in real estate, preferred equity investments andimprovements to our real estate, partially offset by greater net proceeds from the disposition of real estate, lower purchases of furniture, fixtures andequipment and lower escrow deposits in connection with acquisitions.Net cash provided by financing activities for the year ended December 31, 2016 was $216.2 million compared to $180.5 million for the year endedDecember 31, 2015, an increase of $35.7 million. This increase was primarily due to greater net proceeds of $37.4 million from our offerings of common stockin 2016, $13.2 million in greater net debt issuances, and $1.0 million in lower deferred financing fees, partially offset by $15.5 million in higher dividendspaid and $0.4 million in higher net settlements of restricted stock.IndebtednessSenior Unsecured NotesOn May 10, 2017, the Operating Partnership, and its wholly owned subsidiary, CareTrust Capital Corp. (together with the Operating Partnership, the“Issuers”), completed a public offering of $300.0 million aggregate principal amount of 5.25% Senior Notes due 2025. The Notes were issued at par, resultingin gross proceeds of $300.0 million and net proceeds of approximately $294.0 million after deducting underwriting fees and other offering expenses. Weused the net proceeds from the offering of the Notes to redeem all $260.0 million aggregate principal amount outstanding of our 5.875% Senior Notes due2021, including payment of the redemption price of 102.938% and all accrued and unpaid interest thereon. We used the remaining portion of the netproceeds of the Notes offering to pay borrowings outstanding under our senior unsecured revolving credit facility. The Notes mature on June 1, 2025 andbear interest at a rate of 5.25% per year. Interest on the Notes is payable on June 1 and December 1 of each year, beginning on December 1, 2017.The Issuers may redeem the Notes any time before June 1, 2020 at a redemption price of 100% of the principal amount of the Notes redeemed plusaccrued and unpaid interest on the Notes, if any, to, but not including, the redemption date, plus a “make-whole” premium described in the indenturegoverning the Notes and, at any time on or after June 1, 2020, at the redemption prices set forth in the indenture. At any time on or before June 1, 2020, up to40% of the aggregate principal amount of the Notes may be redeemed with the net proceeds of certain equity offerings if at least 60% of the originally issuedaggregate principal amount of the Notes remains outstanding. In such case, the redemption price will be equal to 105.25% of the aggregate principal amountof the Notes to be redeemed plus accrued and unpaid interest, if any, to, but not including the redemption date. If certain changes of control of CareTrustREIT occur, holders of the Notes will have the right to require the Issuers to repurchase their Notes at 101% of the principal amount plus accrued and unpaidinterest, if any, to, but not including, the repurchase date.The obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by CareTrust REIT and certainof CareTrust REIT’s wholly owned existing and, subject to certain exceptions, future material subsidiaries (other than the Issuers); provided, however, thatsuch guarantees are subject to automatic release under certain44Table of Contentscustomary 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, the subsidiary guarantor’s guarantee of other indebtedness which resulted in the creation of theguarantee of the Notes is terminated or released, or the requirements for legal defeasance or covenant defeasance or to discharge the indenture have beensatisfied. See Note 13, Summarized Condensed Consolidating Information.The indenture contains customary covenants such as limiting the ability of CareTrust REIT and its restricted subsidiaries to: incur or guaranteeadditional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certaininvestments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets;and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. The indenture alsorequires CareTrust REIT and its restricted subsidiaries to maintain a specified ratio of unencumbered assets to unsecured indebtedness. These covenants aresubject to a number of important and significant limitations, qualifications and exceptions. The indenture also contains customary events of default.As of December 31, 2017, we were in compliance with all applicable financial covenants under the indenture.Unsecured Revolving Credit Facility and Term LoanOn August 5, 2015, the Company, CareTrust GP, LLC, the Operating Partnership, as the borrower, and certain of its wholly owned subsidiaries enteredinto a credit and guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender, and the lendersparty thereto (the “Credit Agreement”). The Credit Agreement initially provided for an unsecured asset-based revolving credit facility (the “RevolvingFacility”) with commitments in an aggregate principal amount of $300.0 million from a syndicate of banks and other financial institutions, and an accordionfeature that allows the Operating Partnership to increase the borrowing availability by up to an additional $200.0 million. A portion of the proceeds of theCredit Facility were used to pay off and terminate the Company’s existing secured asset-based revolving credit facility under a credit agreement dated May30, 2014, with SunTrust Bank, as administrative agent, and the lenders party thereto.On February 1, 2016, the Company, CareTrust GP, LLC, the Operating Partnership, as the borrower, and certain of its wholly owned subsidiaries enteredinto the First Amendment (the “Amendment”) to the Credit Agreement. Pursuant to the Amendment, (i) commitments in respect of the Revolving Facilitywere increased by $100.0 million to $400.0 million total, (ii) a new $100.0 million non-amortizing unsecured term loan (the “Term Loan”) was funded and(iii) the uncommitted incremental facility was increased by $50.0 million to $250.0 million. The Revolving Facility continues to mature on August 5, 2019,and includes two six-month extension options. The Term Loan, which matures on February 1, 2023, may be prepaid at any time subject to a 2% premium inthe first year after issuance and a 1% premium in the second year after issuance.Approximately $95.0 million of the proceeds of the Term Loan were used to pay off and terminate the GECC Loan.As of December 31, 2017, we had a $100.0 million Term Loan outstanding and there was $165.0 million outstanding under the Revolving Facility.The Credit Agreement initially provided that, subject to customary conditions, including obtaining lender commitments and pro forma compliancewith financial maintenance covenants under the Credit Agreement, the Operating Partnership may seek to increase the aggregate principal amount of therevolving commitments and/or establish one or more new tranches of incremental revolving or term loans under the Credit Facility in an aggregate amountnot to exceed $200.0 million. Pursuant to the Amendment, the uncommitted incremental facility was increased by $50.0 million to $250.0 million effectiveFebruary 1, 2016. The Company does not currently have any commitments for such increased loans.The interest rates applicable to loans under the Revolving Facility are, at the Company’s option, equal to either a base rate plus a margin ranging from0.75% to 1.40% per annum or applicable LIBOR plus a margin ranging from 1.75% to 2.40% per annum based on the debt to asset value ratio of theCompany and its subsidiaries (subject to decrease at the Company’s election if the Company obtains certain specified investment grade ratings on its seniorlong term unsecured debt).Pursuant to the Amendment, the interest rates applicable to the Term Loan are, at the Company’s option, equal to a base rate plus a margin ranging from0.95% to 1.60% per annum or applicable LIBOR plus a margin ranging from 1.95% to 2.60% per annum based on the debt to asset value ratio of theCompany and its subsidiaries (subject to decrease at the Company’s election if the Company obtains certain specified investment grade ratings on its seniorlong term unsecured debt). In addition, the Company pays a commitment fee on the unused portion of the commitments under the Credit Facility of 0.15% or0.25% per annum, based upon usage of the Credit Facility (unless the Company obtains certain specified investment grade ratings on its senior long termunsecured debt and elects to decrease the applicable margin as described above, in which case the45Table of ContentsCompany will pay a facility fee on the revolving commitments ranging from 0.125% to 0.30% per annum based upon the credit ratings of its senior long termunsecured debt).The Credit Facility is guaranteed, jointly and severally, by the Company and its wholly owned subsidiaries that are party to the Credit Agreement(other than the Operating Partnership). The Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions,the ability of the Company and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions,mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. The Credit Agreement requires theCompany to comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to asset value ratio, a minimum fixed chargecoverage ratio, a minimum tangible net worth, a maximum cash distributions to operating income ratio, a maximum secured debt to asset value ratio and amaximum secured recourse debt to asset value ratio. The Credit Agreement also contains certain customary events of default, including that the Company isrequired to operate in conformity with the requirements for qualification and taxation as a REIT.As of December 31, 2017, we were in compliance with all applicable financial covenants under the Credit Agreement.Obligations and CommitmentsThe following table summarizes our contractual obligations and commitments at December 31, 2017 (in thousands): Payments Due by Period Total Lessthan1 Year 1 Yearto Lessthan3 Years 3 Yearsto Lessthan5 Years Morethan5 yearsSenior unsecured notes payable (1)$418,125 $15,750 $31,500 $31,500 $339,375Senior unsecured term loan (2)118,152 3,568 7,146 7,135 100,303Unsecured revolving credit facility (3)174,407 5,910 168,497 — —Operating lease297 137 160 — —Total$710,981 $25,365 $207,303 $38,635 $439,678(1)Amounts include interest payments of $118.1 million.(2)Amounts include interest payments of $18.2 million.(3)The unsecured revolving credit facility includes payments related to the unused Revolving Facility fee.Capital ExpendituresWe anticipate incurring average annual capital expenditures of $400 to $500 per unit in connection with the operations of our three ILFs. Capitalexpenditures for each property leased under triple-net leases are generally the responsibility of the tenant, except that, for the Ensign Master Leases, thetenant will have an option to require us to finance certain capital expenditures up to an aggregate of 20% of our initial investment in such property.Critical Accounting PoliciesBasis of Presentation. The accompanying consolidated financial statements of the Company reflect, for all periods presented, the historical financialposition, results of operations and cash flows of (i) the net-leased SNFs, Multi-Service Campuses, ALFs and ILFs, (ii) the operations of the three ILFs that weown and operate, and (iii) the preferred equity investments and mortgage loan receivable. Historical financial information is not necessarily indicative of ourfuture results of operations, financial position or cash flows.Estimates and Assumptions. The preparation of financial statements in conformity with GAAP requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementsand the reported amounts of revenue and expenses during the reporting periods. Management believes that the assumptions and estimates used in preparationof the underlying consolidated financial statements are reasonable. Actual results, however, could differ from those estimates and assumptions.Reclassifications. Prior period results reflect reclassifications, for comparative purposes, in our consolidated financial statements, including a $0.3million and $1.2 million write-off of deferred financing costs reclassified from interest expense to46Table of Contentsloss on the extinguishment of debt in the consolidated income statements for the years ended December 31, 2016 and 2015, respectively. Thesereclassifications have not changed the results of operations of prior periods.Real Estate Depreciation and Amortization. Real estate costs related to the acquisition and improvement of properties are capitalized and amortizedover the expected useful life of the asset on a straight-line basis. Repair and maintenance costs are charged to expense as incurred and significantreplacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. Weconsider the period of future benefit of an asset to determine its appropriate useful life. Expenditures for tenant improvements are capitalized and amortizedover the shorter of the tenant’s lease term or expected useful life. We anticipate the estimated useful lives of our assets by class to be generally as follows:Buildings25-40 yearsBuilding improvements10-25 yearsTenant improvementsShorter of lease term or expected useful lifeIntegral equipment, furniture and fixtures5 yearsIdentified intangible assetsShorter of lease term or expected useful lifeReal Estate Acquisition Valuation. In accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, we record theacquisition of income-producing real estate as a business combination. If the acquisition does not meet the definition of a business, we record the acquisitionas an asset acquisition. Under both methods, all assets acquired and liabilities assumed are measured at their acquisition date fair values. For transactions thatare business combinations, acquisition costs are expensed as incurred and restructuring costs that do not meet the definition of a liability at the acquisitiondate are expensed in periods subsequent to the acquisition date. For transactions that are an asset acquisition, acquisition costs are capitalized as incurred.We assess the acquisition date fair values of all tangible assets, identifiable intangibles and assumed liabilities using methods similar to those used byindependent appraisers, generally utilizing a discounted cash flow analysis that applies appropriate discount and/or capitalization rates and available marketinformation. Estimates of future cash flows are based on a number of factors, including historical operating results, known and anticipated trends, and marketand economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if it were vacant.Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require us to make significant assumptions to estimatemarket lease rates, property-operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods, and the number of years theproperty will be held for investment. The use of inappropriate assumptions would result in an incorrect valuation of our acquired tangible assets, identifiableintangibles and assumed liabilities, which would impact the amount of our net income.As part of our asset acquisitions, we may commit to provide contingent payments to a seller or lessee (e.g., an earn-out payable upon the applicableproperty achieving certain financial metrics). Typically, when the contingent payments are funded, cash rent is increased by the amount funded multiplied bya rate stipulated in the agreement. Generally, if the contingent payment is an earn-out provided to the seller, the payment is capitalized to the property’sbasis. If the contingent payment is an earn-out provided to the lessee, the payment is recorded as a lease incentive and is amortized as a yield adjustment overthe life of the lease.Impairment of Long-Lived Assets. At each reporting period, management evaluates our real estate investments for impairment indicators, including theevaluation of our assets’ useful lives. Management also assesses the carrying value of our real estate investments whenever events or changes incircumstances indicate that the carrying amount of the assets may not be recoverable. The judgment regarding the existence of impairment indicators is basedon factors such as, but not limited to, market conditions, operator performance and legal structure. If indicators of impairment are present, managementevaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of the underlying facilities. Provisions forimpairment losses related to long-lived assets are recognized when expected future undiscounted cash flows are determined to be less than the carryingvalues of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess of carrying value over fair value. Allimpairments are taken as a period cost at that time and depreciation is adjusted going forward to reflect the new value assigned to the asset.If we decide to sell real estate properties, we evaluate the recoverability of the carrying amounts of the assets. If the evaluation indicates that thecarrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell.47Table of ContentsIn the event of impairment, the fair value of the real estate investment is determined by market research, which includes valuing the property in itscurrent use as well as other alternative uses, and involves significant judgment. Our estimates of cash flows and fair values of the properties are based oncurrent market conditions and reflect matters such as rental rates and occupancies for comparable properties, recent sales data for comparable properties, and,where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. Our ability to accurately estimate future cash flows andestimate and allocate fair values impacts the timing and recognition of impairments. While we believe our assumptions are reasonable, changes in theseassumptions may have a material impact on financial results. During the year ended December 31, 2017, we recorded an impairment loss of $0.9 millionrelated to its investment in La Villa. In April 2017, we mutually determined with Ensign that La Villa had reached the natural end of its useful life as a skillednursing facility and that the facility was no longer economically viable, the improvements thereon could not be economically repurposed to any other use,and the cost to remove the obsolete improvements and reclaim the underlying land for redevelopment was expected to exceed the market value of the land.Ensign agreed to wind up and terminate the operations of the facility and we transferred title to the property to Ensign. There was no adjustment to thecontractual rent under the applicable master lease. Additionally, we agreed that the licensed beds will be transferred to another facility included in the EnsignMaster Leases.Other Real Estate Investments. Included in Other Real Estate Investments are preferred equity investments and a mortgage loan receivable. Preferredequity investments are accounted for at unpaid principal balance, plus accrued return, net of reserves. We recognize return income on a quarterly basis basedon the outstanding investment including any accrued and unpaid return, to the extent there is outside contributed equity or cumulative earnings fromoperations. As the preferred member of the joint venture, we are not entitled to share in the joint venture’s earnings or losses. Rather, we are entitled to receivea preferred return, which is deferred if the cash flow of the joint venture is insufficient to pay all of the accrued preferred return. The unpaid accrued preferredreturn is added to the balance of the preferred equity investment up to the estimated economic outcome assuming a hypothetical liquidation of the bookvalue of the joint venture. Any unpaid accrued preferred return, whether recorded or unrecorded by us, will be repaid upon redemption or as available cashflow is distributed from the joint venture.Our mortgage loan receivable is recorded at amortized cost, which consists of the outstanding unpaid principal balance, net of unamortized costs andfees directly associated with the origination of the loan.Interest income on our mortgage loan receivable is recognized over the life of the investment using the interest method. Origination costs and feesdirectly related to loans receivable are amortized over the term of the loan as an adjustment to interest income.We evaluate at each reporting period each of our other real estate investments for indicators of impairment. An investment is impaired when, based oncurrent information and events, it is probable that we will be unable to collect all amounts due according to the existing contractual terms. A reserve isestablished for the excess of the carrying value of the investment over its fair value.Cash and Cash Equivalents. Cash and cash equivalents consist of bank term deposits and money market funds with original maturities of three monthsor less at time of purchase and therefore approximate fair value. The fair value of these investments is determined based on “Level 1” inputs, which consist ofunadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. We place cash and short-terminvestments with high credit quality financial institutions.Our cash and cash equivalents balance periodically exceeds federally insurable limits. We monitor the cash balances in our operating accounts andadjust the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutions fail or are subject to otheradverse conditions in the financial markets. To date, we have experienced no loss or lack of access to cash in operating accounts.Deferred Financing Costs. External costs incurred from placement of our debt are capitalized and amortized on a straight-line basis over the terms ofthe related borrowings, which approximates the effective interest method. For our senior unsecured notes payable and senior unsecured term loan, deferredfinancing costs are netted against the outstanding debt amounts on the balance sheet. For our Credit Facility, deferred financing costs are included in assetson our balance sheet.Revenue Recognition. We recognize rental revenue, including rental abatements, lease incentives and contractual fixed increases attributable tooperating leases, if any, from tenants under lease arrangements with minimum fixed and determinable increases on a straight-line basis over the non-cancellable term of the related leases when collectability is reasonably assured. Tenant recoveries related to the reimbursement of real estate taxes, insurance,repairs and maintenance, and other operating expenses are recognized as revenue in the period the expenses are incurred and presented gross if we are theprimary obligor48Table of Contentsand, with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and bear the associated credit risk. Forthe years ended December 31, 2017, 2016 and 2015, such tenant reimbursement revenues consist of real estate taxes. Contingent revenue, if any, is notrecognized until all possible contingencies have been eliminated.We evaluate the collectability of rents and other receivables on a regular basis based on factors including, among others, payment history, theoperations, the asset type and current economic conditions. If our evaluation of these factors indicates we may not recover the full value of the receivable, weprovide a reserve against the portion of the receivable that we estimate may not be recovered. This analysis requires us to determine whether there are factorsindicating a receivable may not be fully collectible and to estimate the amount of the receivable that may not be collected. As of December 31, 2017, wereserved $0.8 million for unpaid cash rents and $9.6 million for other tenant receivables related to the properties now and previously net leased tosubsidiaries of Pristine. We had no reserves as of December 31, 2016. See Note 3, “Real Estate Investments, Net” for further discussion.Income Taxes. Our operations have historically been included in Ensign’s U.S. federal and state income tax returns and all income taxes have beenpaid by Ensign. Income tax expense and other income tax related information contained in these consolidated financial statements are presented on aseparate tax return basis as if we filed our own tax returns. Management believes that the assumptions and estimates used to determine these tax amounts arereasonable. However, the consolidated financial statements herein may not necessarily reflect our income tax expense or tax payments in the future, or whatour tax amounts would have been if we had been a stand-alone company during the periods presented.We elected to be taxed as a REIT under the Code, and have operated as such beginning with our taxable year ended December 31, 2014. To qualify as aREIT, we must meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our annual REIT taxableincome to our stockholders (which is computed without regard to the dividends paid deduction or net capital gain and which does not necessarily equal netincome as calculated in accordance with GAAP). As a REIT, we generally will not be subject to federal income tax to the extent we distribute qualifyingdividends to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income tax on our taxable income at regularcorporate income tax rates and generally will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable yearsfollowing the year during which qualification is lost unless the Internal Revenue Service grants us relief under certain statutory provisions.Stock-Based Compensation. We account for share-based awards in accordance with ASC Topic 718, Compensation - Stock Compensation (“ASC718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements. ASC 718 requires allentities to apply a fair value-based measurement method in accounting for share-based payment transactions with employees except for equity instrumentsheld by employee share ownership plans.See Note 2, “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements for information concerning recentlyissued accounting standards.Impact of InflationOur rental income in future years will be impacted by changes in inflation. Almost all of our triple-net lease agreements, including the Ensign MasterLeases, provide for an annual rent escalator based on the percentage change in the Consumer Price Index (but not less than zero), subject to maximum fixedpercentages.Off-Balance Sheet ArrangementsNone.ITEM 7A.Quantitative and Qualitative Disclosures About Market RiskOur primary market risk exposure is interest rate risk with respect to our variable rate indebtedness.Our Credit Agreement provides for revolving commitments in an aggregate principal amount of $400.0 million from a syndicate of banks andother financial institutions. The interest rates per annum applicable to loans under the Revolving Facility are, at the Company’s option, equal to either a baserate plus a margin ranging from 0.75% to 1.40% per annum or applicable LIBOR plus a margin ranging from 1.75% to 2.40% per annum, based on the debt toasset value ratio of the Operating Partnership and its subsidiaries (subject to decrease at the Company’s election if the Company obtains certain specifiedinvestment grade ratings on its senior long term unsecured debt). Pursuant to the Amendment, the interest rates applicable to the Term Loan are, at theCompany’s option, equal to a base rate plus a margin ranging from 0.95% to 1.60% per annum or applicable LIBOR plus a margin ranging from 1.95% to2.60% per annum based on the debt to asset value ratio of the Company and its subsidiaries (subject to decrease at the Company’s election if the Companyobtains certain specified investment grade ratings on its senior long term unsecured debt). As of December 31, 2017, we had a $100.0 million Term Loanoutstanding and there was $165.0 million outstanding under the Revolving Facility.An increase in interest rates could make the financing of any acquisition by us more costly as well as increase the costs of our variable rate debtobligations. Rising interest rates could also limit our ability to refinance our debt when it matures or cause us to pay higher interest rates upon refinancingand increase interest expense on refinanced indebtedness. Assuming a 100 basis point increase in the interest rates related to our variable rate debt, andassuming no change in our outstanding debt balance as described above, interest expense would have increased approximately $2.7 million for the yearended December 31, 2017.We may, in the future, manage, or hedge, interest rate risks related to our borrowings by means of interest rate swap agreements. However, the REITprovisions of the Code substantially limit our ability to hedge our assets and liabilities. See “Risk Factors - Risks Related to Our Status as a REIT -Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.” As of December 31, 2017, we had noswap agreements to hedge our interest rate risks. We also expect to manage our exposure to interest rate risk by maintaining a mix of fixed and variable ratesfor our indebtedness.ITEM 8. Financial Statements and Supplementary DataSee the Index to Consolidated Financial Statements on page F-1 of this report.ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosuresNone.ITEM 9A.Controls and ProceduresDisclosure Controls and ProceduresWe maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed toensure that information required to be disclosed in our reports under the Exchange Act is processed, recorded, summarized and reported within the timeperiods specified in the SEC’s rules and regulations and that49Table of Contentssuch information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, toallow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes thatany controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives,and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.As of December 31, 2017, we carried out an evaluation, under the supervision and with the participation of management, including our Chief ExecutiveOfficer and Chief Financial Officer, regarding the effectiveness of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officerand Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2017.Management’s Annual Report on Internal Control over Financial ReportingOur management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and15d-15(f) of the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies andprocedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;(ii) provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and ourdirectors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets thatcould have a material effect on the financial statements.Our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of SponsoringOrganizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on this evaluation, our management concludedthat our internal control over financial reporting was effective as of December 31, 2017.Changes in Internal Control over Financial ReportingThere has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the ExchangeAct) that occurred during the quarter ended December 31, 2017, that has materially affected, or is reasonably likely to materially affect, our internal controlover financial reporting.Attestation Report of the Independent Registered Public Accounting FirmThe effectiveness of our internal control over financial reporting as of December 31, 2017 has been audited by Ernst & Young LLP, an independentregistered public accounting firm, as stated in their report which is included herein.50Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders of CareTrust REIT, Inc.Opinion on Internal Control over Financial ReportingWe have audited CareTrust REIT Inc.’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In ouropinion, CareTrust REIT Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,based on the COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidatedbalance sheets of CareTrust REIT, Inc. (the “Company”), as of December 31, 2017 and 2016, and the related consolidated income statements, statements ofequity, and statements of cash flows for each of the three years in the period ended December 31, 2017, and the related notes and the financial statementschedules listed in the Index at Item 15(a)(2), of the Company and our report dated February 27, 2018 expressed an unqualified opinion thereon.Basis for OpinionThe Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Ourresponsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firmregistered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and theapplicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether effective internal control over financial reporting was maintained in all material respects.Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing andevaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.Definition and Limitations of Internal Control Over Financial ReportingA company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal controlover financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are beingmade only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention ortimely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliancewith the policies or procedures may deteriorate./s/ ERNST & YOUNG LLPIrvine, CaliforniaFebruary 27, 201851Table of ContentsITEM 9B.Other InformationWe will hold our annual meeting of stockholders (the “2018 Annual Meeting”) on May 30, 2018, at 9:00 a.m., Pacific Time, at our offices located at905 Calle Amanecer, Suite 300, San Clemente, California 92673.Because the date of the 2018 Annual Meeting has been changed by more than 30 days from the anniversary of our 2017 annual meeting ofstockholders, the deadline for the submission of proposals by stockholders for inclusion in our proxy materials relating to the 2018 Annual Meeting inaccordance with Rule 14a-8 under the Exchange Act will be the close of business on March 9, 2018, which we believe is a reasonable time before we expectto begin to print and send our proxy materials. Any proposal received after such date will be considered untimely.In accordance with our Amended and Restated Bylaws (the “Bylaws”), stockholders who intend to nominate an individual for election as a director orsubmit a proposal regarding any other matter of business at the 2018 Annual Meeting must deliver written notice of any proposed business or nomination toour Secretary at our principal executive offices, no later than 5:00 p.m. Eastern Time on March 9, 2018 (which is the tenth day following the date of filing ofthis Annual Report on Form 10-K, which provides the first public announcement of the date of the 2018 Annual Meeting). Any notice of proposed businessor nomination must comply with the specific requirements set forth in our Bylaws in order to be considered at the 2018 Annual Meeting. PART IIIITEM 10.Directors, Executive Officers and Corporate GovernanceThe information required under Item 10 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 daysafter the end of our fiscal year ended December 31, 2017 in connection with our 2018 Annual Meeting of Stockholders.Code of Conduct and EthicsWe have adopted a code of business conduct and ethics that applies to all employees, including employees of our subsidiaries, as well as each memberof our Board of Directors. The code of business conduct and ethics is available at our website at www.caretrustreit.com under the Investors-CorporateGovernance section. We intend to satisfy any disclosure requirement under applicable rules of the Securities and Exchange Commission or Nasdaq StockMarket regarding an amendment to, or waiver from, a provision of this code of business conduct and ethics by posting such information on our website, at theaddress specified above.ITEM 11.Executive CompensationThe information required under Item 11 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 daysafter the end of our fiscal year ended December 31, 2017 in connection with our 2018 Annual Meeting of Stockholders.ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersThe information required under Item 12 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 daysafter the end of our fiscal year ended December 31, 2017 in connection with our 2018 Annual Meeting of Stockholders.ITEM 13. Certain Relationships and Related Transactions, and Director IndependenceThe information required under Item 13 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 daysafter the end of our fiscal year ended December 31, 2017 in connection with our 2018 Annual Meeting of Stockholders.ITEM 14.Principal Accountant Fees and ServicesThe information required under Item 14 is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 daysafter the end of our fiscal year ended December 31, 2017 in connection with our 2018 Annual Meeting of Stockholders.PART IVITEM 15.Exhibits, Financial Statements and Financial Statement Schedules(a)(1)Financial Statements See Index to Consolidated Financial Statements on page F-1 of this report. (a)(2)Financial Statement Schedules Schedule III: Real Estate Assets and Accumulated Depreciation Schedule IV: Mortgage Loan on Real Estate Note: All other schedules have been omitted because the required information is presented in the financial statements and the relatednotes or because the schedules are not applicable. (a)(3)Exhibits52Table of Contents 2.2Purchase and Sale Agreement and Joint Escrow Instructions, dated May 13, 2015, by and among CTR Partnership, L.P. and theentities party thereto as sellers (incorporated by reference to Exhibit 10.1 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filedon August 10, 2015). 2.3First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated as of July 30, 2015, by and among CTRPartnership, L.P. and the entities party thereto as sellers (incorporated by reference to Exhibit 10.2 to CareTrust REIT, Inc.’s CurrentReport on Form 8-K, filed on August 10, 2015). 2.4Purchase and Sale Agreement entered into as of September 29, 2016 by and among Senior Care Resources, Inc., SCC Partners, Inc.,Royse City NH Realty, Ltd., BP NH Realty, Ltd., Decatur NH Realty, Ltd., Lakeside NH Realty, Ltd., and CTR Partnership, L.P.(incorporated by reference to Exhibit 2.1 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on December 2, 2016). 2.5First Amendment to Purchase and Sale Agreement entered into as of November 15, 2016 by and among Senior Care Resources, Inc.,SCC Partners, Inc., Royse City NH Realty, Ltd., BP NH Realty, Ltd., Decatur NH Realty, Ltd., Lakeside NH Realty, Ltd., and CTRPartnership, L.P. (incorporated by reference to Exhibit 2.2 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on December 2,2016). 3.1Articles of Amendment and Restatement of CareTrust REIT, Inc. (incorporated by reference to Exhibit 3.1 to CareTrust REIT, Inc.’sRegistration Statement on Form 10, filed on May 13, 2014). 3.2Amended and Restated Bylaws of CareTrust REIT, Inc. (incorporated by reference to Exhibit 3.2 to CareTrust REIT, Inc.’sRegistration Statement on Form 10, filed on May 13, 2014). 4.1Indenture, dated as of May 24, 2017, among CTR Partnership, L.P. and CareTrust Capital Corp., as Issuers, the guarantors namedtherein, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the CareTrust REIT,Inc.’s Current Report on Form 8-K, filed on May 24, 2017). 4.2First Supplemental Indenture, dated as of May 24, 2017, to the Indenture dated as of May 24, 2017, among CTR Partnership, L.P. andCareTrust Capital Corp., as Issuers, the guarantors named therein, and Wells Fargo Bank, National Association, as Trustee(incorporated by reference to Exhibit 4.2 to the CareTrust REIT, Inc.’s Current Report on Form 8-K filed on May 24, 2017). 4.3Form of 5.25% Senior Note due 2023 (included in Exhibit 4.2). 4.4Specimen Stock Certificate of CareTrust REIT, Inc. (incorporated by reference to Exhibit 4.1 to CareTrust REIT, Inc.’s RegistrationStatement on Form 10, filed on April 15, 2014). 10.1Form of Master Lease by and among certain subsidiaries of The Ensign Group, Inc. and certain subsidiaries of CareTrust REIT, Inc.(incorporated by reference to Exhibit 10.1 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 5, 2014). 10.2Form of Guaranty of Master Lease by The Ensign Group, Inc. in favor of certain subsidiaries of CareTrust REIT, Inc., as landlordsunder the Ensign Master Leases (incorporated by reference to Exhibit 10.2 to CareTrust REIT, Inc.’s Current Report on Form 8-K,filed on June 5, 2014). 10.3Tax Matters Agreement, dated as of May 30, 2014, by and between The Ensign Group, Inc. and CareTrust REIT, Inc. (incorporated byreference to Exhibit 10.5 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 5, 2014). 10.4Credit and Guaranty Agreement, dated August 5, 2015, by and among CareTrust REIT, Inc., CareTrust GP, LLC, CTR Partnership,L.P., certain of its wholly owned subsidiaries, KeyBank National Association and the lenders party thereto (incorporated by referenceto Exhibit 10.1 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on August 6, 2015). 10.5First Amendment to Credit and Guaranty Agreement, dated February 1, 2016, by and among CareTrust REIT, Inc., CTR Partnership,L.P., the other guarantors therein and KeyBank National Association, as administrative agent, and the other lenders party thereto(which includes as Annex A thereto an amended and restatement of the Credit and Guaranty Agreement) (incorporated by reference toExhibit 10.1 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on February 4, 2016). 10.6Amended and Restated Partnership Agreement of CTR Partnership, L.P. (incorporated by reference to Exhibit 3.4 to CareTrust REIT,Inc.’s Registration Statement on Form S-4, filed on August 28, 2014). 10.7Form of Indemnification Agreement between CareTrust REIT, Inc. and its directors and officers (incorporated by reference to Exhibit10.11 to CareTrust REIT, Inc.’s Current Report on Form 8-K, filed on June 5, 2014).53Table of Contents +10.8Incentive Award Plan (incorporated by reference to Exhibit 10.9 to CareTrust REIT, Inc.’s Registration Statement on Form 10, filedon May 13, 2014). +10.9Form of Restricted Stock Agreement (incorporated by reference to Exhibit 10.14 to CareTrust REIT, Inc.’s Annual Report on Form 10-K, filed on February 11, 2015). +10.10Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.15 to CareTrust REIT, Inc.’s Annual Report onForm 10-K, filed on February 11, 2015). *21.1List of Subsidiaries of CareTrust REIT, Inc. *23.1Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. *31.1Certification of Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *31.2Certification of Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. **32Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002. *101.INSXBRL Instance Document *101.SCHXBRL Taxonomy Extension Schema Document *101.CALXBRL Taxonomy Extension Calculation Linkbase Document *101.DEFXBRL Taxonomy Extension Definition Linkbase Document *101.LABXBRL Taxonomy Extension Label Linkbase Document *101.PREXBRL Taxonomy Extension Presentation Linkbase Document *Filed herewith.**Furnished herewith.+Management contract or compensatory plan or arrangement.ITEM 16.10-K SummaryNone.SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. CARETRUST REIT, INC. By:/S/ GREGORY K. STAPLEY Gregory K. Stapley President and Chief Executive Officer Dated: February 27, 2018Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.Name Title Date /s/ GREGORY K. STAPLEY Director, President and Chief Executive Officer(Principal Executive Officer) February 27, 2018Gregory K. Stapley /s/ WILLIAM M. WAGNER Chief Financial Officer, Treasurer and Secretary(Principal Financial Officer and Principal AccountingOfficer) February 27, 2018William M. Wagner /s/ ALLEN C. BARBIERI Director February 27, 2018Allen C. Barbieri /s/ JON D. KLINE Director February 27, 2018Jon D. Kline /s/ DAVID G. LINDAHL Director February 27, 2018David G. Lindahl /s/ SPENCER PLUMB Director February 27, 2018Spencer Plumb 54Table of ContentsINDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm with respect to CareTrust REIT, Inc.F-2Consolidated Balance Sheets as of December 31, 2017 and 2016F-3Consolidated Income Statements for the years ended December 31, 2017, 2016 and 2015F-4Consolidated Statements of Equity for the years ended December 31, 2017, 2016 and 2015F-5Consolidated Statements of Cash Flows for the years ended December 31, 2017, 2016 and 2015F-6Notes to Consolidated Financial StatementsF-7 Schedule III: Real Estate Assets and Accumulated DepreciationF-34Schedule IV: Mortgage Loan on Real EstateF-43F-1Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Shareholders and the Board of Directors of CareTrust REIT, Inc.Opinion on the Financial StatementsWe have audited the accompanying consolidated balance sheets of CareTrust REIT, Inc. (the “Company”), as of December 31, 2017 and 2016, and therelated consolidated income statements, statements of equity, and statements of cash flows for each of the three years in the period ended December 31, 2017,and the related notes and the financial statement schedules listed in the Index at Item 15(a)(2)(collectively referred to as the “financial statements”). In ouropinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2017 and 2016,and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S.generally accepted accounting principles.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'sinternal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report February 27, 2018 expressed an unqualified opinionthereon.Basis for OpinionThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Companyin accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing proceduresto assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also includedevaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financialstatements. We believe that our audits provide a reasonable basis for our opinion./s/ ERNST & YOUNG LLPWe have served as the Company’s auditor since 2014.Irvine, CaliforniaFebruary 27, 2018F-2Table of ContentsCARETRUST REIT, INC.CONSOLIDATED BALANCE SHEETS(in thousands, except share and per share amounts) December 31, 2017 2016Assets: Real estate investments, net$1,152,261 $893,918Other real estate investments17,949 13,872Cash and cash equivalents6,909 7,500Accounts and other receivables, net5,254 5,896Prepaid expenses and other assets895 1,369Deferred financing costs, net1,718 2,803Total assets$1,184,986 $925,358Liabilities and Equity: Senior unsecured notes payable, net$294,395 $255,294Senior unsecured term loan, net99,517 99,422Unsecured revolving credit facility165,000 95,000Accounts payable and accrued liabilities17,413 12,137Dividends payable14,044 11,075Total liabilities590,369 472,928Commitments and contingencies (Note 11) Equity: Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares issued and outstanding as ofDecember 31, 2017 and December 31, 2016— —Common stock, $0.01 par value; 500,000,000 shares authorized, 75,478,202 and 64,816,350 shares issuedand outstanding as of December 31, 2017 and December 31, 2016, respectively755 648Additional paid-in capital783,237 611,475Cumulative distributions in excess of earnings(189,375) (159,693)Total equity594,617 452,430Total liabilities and equity$1,184,986 $925,358See accompanying notes to consolidated financial statements.F-3Table of ContentsCARETRUST REIT, INC.CONSOLIDATED INCOME STATEMENTS(in thousands, except per share amounts) Year Ended December 31, 2017 2016 2015Revenues: Rental income$117,633 $93,126 $65,979Tenant reimbursements10,254 7,846 5,497Independent living facilities3,228 2,970 2,510Interest and other income1,867 737 965Total revenues132,982 104,679 74,951Expenses: Depreciation and amortization39,159 31,965 24,133Interest expense24,196 22,873 24,048Loss on the extinguishment of debt11,883 326 1,208Property taxes10,254 7,846 5,497Independent living facilities2,733 2,549 2,376Impairment of real estate investment890 — —Acquisition costs— 205 —Reserve for advances and deferred rent10,414 — —General and administrative11,1179,297 7,655Total expenses110,646 75,061 64,917Other income (expense): Loss on sale of asset— (265) —Gain on disposition of other real estate investment3,538 — —Net income$25,874 $29,353 $10,034Earnings per common share: Basic$0.35 $0.52 $0.26Diluted$0.35 $0.52 $0.26Weighted-average number of common shares: Basic72,647 56,030 37,380Diluted72,647 56,030 37,380See accompanying notes to consolidated financial statements.F-4Table of ContentsCARETRUST REIT, INC.CONSOLIDATED STATEMENTS OF EQUITY(in thousands, except share and per share amounts) Common Stock AdditionalPaid-inCapital CumulativeDistributionsin Excessof Earnings TotalEquityShares Amount Balance at December 31, 201431,251,157 $313 $246,041 $(132,892) $113,462Issuance of common stock, net16,330,000 163 162,800 — 162,963Vesting of restricted common stock, net of shareswithheld for employee taxes83,585 1 (146) — (145)Amortization of stock-based compensation— — 1,522 — 1,522Common dividends ($0.64 per share)— — — (25,548) (25,548)Net income— — — 10,034 10,034Balance at December 31, 201547,664,742 477 410,217 (148,406) 262,288Issuance of common stock, net17,023,824 170 200,228 — 200,398Vesting of restricted common stock, net of shareswithheld for employee taxes127,784 1 (516) — (515)Amortization of stock-based compensation— — 1,546 — 1,546Common dividends ($0.68 per share)— — — (40,640) (40,640)Net income— — — 29,353 29,353Balance at December 31, 201664,816,350 648 611,475 (159,693) 452,430Issuance of common stock, net10,573,089 106 170,213 — 170,319Vesting of restricted common stock, net of shareswithheld for employee taxes88,763 1 (867) — (866)Amortization of stock-based compensation— — 2,416 — 2,416Common dividends ($0.74 per share)— — — (55,556) (55,556)Net income— — — 25,874 25,874Balance at December 31, 201775,478,202 $755 $783,237 $(189,375) $594,617See accompanying notes to consolidated financial statements.F-5Table of ContentsCARETRUST REIT, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands) Year Ended December 31, 2017 2016 2015Cash flows from operating activities: Net income$25,874 $29,353 10,034Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization (including a below-market ground lease)39,176 31,980 24,133Amortization of deferred financing costs2,100 2,239 2,200Loss on the extinguishment of debt11,883 326 1,208Amortization of stock-based compensation2,416 1,546 1,522Straight-line rental income(344) (150) —Noncash interest income(686) (737) (945)Interest income distribution from other real estate investment1,500 — —Reserve for advances and deferred rent10,414 — —Impairment of real estate investment890 — —Loss on sale of real estate— 265 —Change in operating assets and liabilities: Accounts and other receivables, net(9,428) (3,404) (2,326)Accounts receivable due from related party— — 2,275Prepaid expenses and other assets(273) 84 (86)Accounts payable and accrued liabilities5,278 2,929 2,239Net cash provided by operating activities88,800 64,431 40,254Cash flows from investing activities: Acquisitions of real estate(296,517) (281,228) (232,466)Improvements to real estate(748) (762) (187)Purchases of equipment, furniture and fixtures(403) (151) (276)Preferred equity investments— (4,656) —Investment in real estate mortgage loan receivable(12,416) — —Sale of other real estate investment7,500 — —Principal payments received on mortgage loan receivable25 — —Escrow deposits for acquisition of real estate— (700) (1,750)Net proceeds from the sale of real estate— 2,855 30Net cash used in investing activities(302,559) (284,642) (234,649)Cash flows from financing activities: Proceeds from the issuance of common stock, net170,323 200,402 162,963Proceeds from the issuance of senior unsecured notes payable300,000 — —Proceeds from the issuance of senior unsecured term loan— 100,000 —Borrowings under unsecured revolving credit facility238,000 255,000 45,000Payments on senior unsecured notes payable(267,639) — —Payments on unsecured revolving credit facility(168,000) (205,000) —Borrowings under senior secured revolving credit facility— — 35,000Repayments of borrowings under senior secured revolving credit facility— — (35,000)Payments on the mortgage notes payable— (95,022) (3,183)Payments of deferred financing costs(6,063) (1,352) (2,303)Net-settle adjustment on restricted stock(866) (515) (145)Dividends paid on common stock(52,587) (37,269) (21,790)Net cash provided by financing activities213,168 216,244 180,542Net decrease in cash and cash equivalents(591) (3,967) (13,853)Cash and cash equivalents, beginning of period7,500 11,467 25,320Cash and cash equivalents, end of period6,909 7,500 11,467Supplemental disclosures of cash flow information: Interest paid$29,619 $21,238 $21,687Supplemental schedule of noncash operating, investing and financing activities: Increase in dividends payable$2,970 $3,371 $3,758Application of escrow deposit to acquisition of real estate$700 $1,250 $500See accompanying notes to consolidated financial statements.F-6Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS1. ORGANIZATIONDescription of Business—CareTrust REIT, Inc.’s (“CareTrust REIT” or the “Company”) primary business consists of acquiring, financing,developing and owning real property to be leased to third-party tenants in the healthcare sector. As of December 31, 2017, the Company owned and leased toindependent operators, including The Ensign Group, Inc. (“Ensign”), 185 skilled nursing, multi-service campuses, assisted living and independent livingfacilities consisting of 18,064 operational beds and units located in Arizona, California, Colorado, Florida, Georgia, Idaho, Illinois, Indiana, Iowa, Maryland,Michigan, Minnesota, Nebraska, Nevada, New Mexico, North Carolina, Ohio, Oregon, Texas, Utah, Virginia, Washington and Wisconsin. The Company alsoowns and operates three independent living facilities which have a total of 264 units located in Texas and Utah. As of December 31, 2017, the Company alsohad other real estate investments consisting of two preferred equity investments totaling $5.5 million and a mortgage loan receivable of $12.5 million. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESBasis of Presentation—The accompanying consolidated financial statements of the Company reflect, for all periods presented, the historicalfinancial position, results of operations and cash flows of (i) the net-leased skilled nursing, assisted living and independent living facilities; (ii) theoperations of the three independent living facilities that the Company owns and operates; and (iii) the preferred equity investments and mortgage loanreceivable.The accompanying consolidated financial statements of the Company were prepared in accordance with accounting principles generallyaccepted in the United States (“GAAP”) and reflect the financial position, results of operations and cash flows for the Company. All intercompanytransactions and account balances within the Company have been eliminated.Estimates and Assumptions—The preparation of financial statements in conformity with GAAP requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementsand the reported amounts of revenue and expenses during the reporting periods. Management believes that the assumptions and estimates used in preparationof the underlying consolidated financial statements are reasonable. Actual results, however, could differ from those estimates and assumptions.Reclassifications—Prior period results reflect reclassifications, for comparative purposes, in the Company’s consolidated financial statements,including a $0.3 million and $1.2 million write-off of deferred financing costs reclassified from interest expense to loss on the extinguishment of debt in theconsolidated income statements for the years ended December 31, 2016 and 2015, respectively. These reclassifications have not changed the results ofoperations of prior periods.Real Estate Depreciation and Amortization—Real estate costs related to the acquisition and improvement of properties are capitalized andamortized over the expected useful life of the asset on a straight-line basis. Repair and maintenance costs are charged to expense as incurred and significantreplacements and betterments are capitalized. Repair and maintenance costs include all costs that do not extend the useful life of the real estate asset. TheCompany considers the period of future benefit of an asset to determine its appropriate useful life. Expenditures for tenant improvements are capitalized andamortized over the shorter of the tenant’s lease term or expected useful life. The Company anticipates the estimated useful lives of its assets by class to begenerally as follows:Building 25-40 yearsBuilding improvements 10-25 yearsTenant improvements Shorter of lease term or expected useful lifeIntegral equipment, furniture and fixtures 5 yearsIdentified intangible assets Shorter of lease term or expected useful life Real Estate Acquisition Valuation— In accordance with Accounting Standard Codification (“ASC”) 805, Business Combinations, the Companyrecords the acquisition of income-producing real estate as a business combination. If the acquisition does not meet the definition of a business, the Companyrecords the acquisition as an asset acquisition. Under both methods, all assets acquired and liabilities assumed are measured at their acquisition date fairvalues. For transactions that are business combinations, acquisition costs are expensed as incurred and restructuring costs that do not meet the definition of aliability at the acquisition date are expensed in periods subsequent to the acquisition date. For transactions that are asset acquisitions, acquisition costs arecapitalized as incurred.F-7Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe Company assesses the acquisition date fair values of all tangible assets, identifiable intangibles and assumed liabilities using methodssimilar to those used by independent appraisers, generally utilizing a discounted cash flow analysis that applies appropriate discount and/or capitalizationrates and available market information. Estimates of future cash flows are based on a number of factors, including historical operating results, known andanticipated trends, and market and economic conditions. The fair value of tangible assets of an acquired property considers the value of the property as if itwere vacant.Estimates of the fair values of the tangible assets, identifiable intangibles and assumed liabilities require the Company to make significantassumptions to estimate market lease rates, property-operating expenses, carrying costs during lease-up periods, discount rates, market absorption periods,and the number of years the property will be held for investment. The use of inappropriate assumptions would result in an incorrect valuation of theCompany’s acquired tangible assets, identifiable intangibles and assumed liabilities, which would impact the amount of the Company’s net income.As part of the Company’s asset acquisitions, the Company may commit to provide contingent payments to a seller or lessee (e.g., an earn-outpayable upon the applicable property achieving certain financial metrics). Typically, when the contingent payments are funded, cash rent is increased by theamount funded multiplied by a rate stipulated in the agreement. Generally, if the contingent payment is an earn-out provided to the seller, the payment iscapitalized to the property’s basis. If the contingent payment is an earn-out provided to the lessee, the payment is recorded as a lease incentive and isamortized as a yield adjustment over the life of the lease.Impairment of Long-Lived Assets—At each reporting period, management evaluates the Company’s real estate investments for impairmentindicators, including the evaluation of the useful lives of the Company’s assets. Management also assesses the carrying value of the Company’s real estateinvestments whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The judgment regarding theexistence of impairment indicators is based on factors such as, but not limited to, market conditions, operator performance and legal structure. If indicators ofimpairment are present, management evaluates the carrying value of the related real estate investments in relation to the future undiscounted cash flows of theunderlying facilities. Provisions for impairment losses related to long-lived assets are recognized when expected future undiscounted cash flows aredetermined to be less than the carrying values of the assets. An adjustment is made to the net carrying value of the real estate investments for the excess ofcarrying value over fair value. All impairments are taken as a period cost at that time, and depreciation is adjusted going forward to reflect the new valueassigned to the asset.If the Company decides to sell real estate properties, it evaluates the recoverability of the carrying amounts of the assets. If the evaluationindicates that the carrying value is not recoverable from estimated net sales proceeds, the property is written down to estimated fair value less costs to sell.In the event of impairment, the fair value of the real estate investment is determined by market research, which includes valuing the property inits current use as well as other alternative uses, and involves significant judgment. The Company’s estimates of cash flows and fair values of the properties arebased on current market conditions and consider matters such as rental rates and occupancies for comparable properties, recent sales data for comparableproperties, and, where applicable, contracts or the results of negotiations with purchasers or prospective purchasers. The Company’s ability to accuratelyestimate future cash flows and estimate and allocate fair values impacts the timing and recognition of impairments. While the Company believes itsassumptions are reasonable, changes in these assumptions may have a material impact on financial results.Other Real Estate Investments — Included in Other Real Estate Investments are preferred equity investments and a mortgage loan receivable.Preferred equity investments are accounted for at unpaid principal balance, plus accrued return, net of reserves. The Company recognizes return income on aquarterly basis based on the outstanding investment including any accrued and unpaid return, to the extent there is outside contributed equity or cumulativeearnings from operations. As the preferred member of the joint venture, the Company is not entitled to share in the joint venture’s earnings or losses. Rather,the Company is entitled to receive a preferred return, which is deferred if the cash flow of the joint venture is insufficient to pay all of the accrued preferredreturn. The unpaid accrued preferred return is added to the balance of the preferred equity investment up to the estimated economic outcome assuming ahypothetical liquidation of the book value of the joint venture. Any unpaid accrued preferred return, whether recorded or unrecorded by the Company, willbe repaid upon redemption or as available cash flow is distributed from the joint venture.F-8Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe Company’s mortgage loan receivable is recorded at amortized cost, which consists of the outstanding unpaid principal balance, net ofunamortized costs and fees directly associated with the origination of the loan.Interest income on the Company’s mortgage loan receivable is recognized over the life of the investment using the interest method. Originationcosts and fees directly related to loans receivable are amortized over the term of the loan as an adjustment to interest income.The Company evaluates at each reporting period each of its other real estate investments for indicators of impairment. An investment is impairedwhen, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the existingcontractual terms. A reserve is established for the excess of the carrying value of the investment over its fair value. Cash and Cash Equivalents—Cash and cash equivalents consist of bank term deposits and money market funds with original maturities of threemonths or less at time of purchase and therefore approximate fair value. The fair value of these investments is determined based on “Level 1” inputs, whichconsist of unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets. The Company places itscash and short-term investments with high credit quality financial institutions.The Company’s cash and cash equivalents balance periodically exceeds federally insurable limits. The Company monitors the cash balances inits operating accounts and adjusts the cash balances as appropriate; however, these cash balances could be impacted if the underlying financial institutionsfail or are subject to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to cash in its operatingaccounts.Deferred Financing Costs—External costs incurred from placement of our debt are capitalized and amortized on a straight-line basis over theterms of the related borrowings, which approximates the effective interest method. For senior unsecured notes payable and senior unsecured term loan,deferred financing costs are netted against the outstanding debt amounts on the balance sheet. For the unsecured revolving credit facility, deferred financingcosts are included in assets on the Company’s balance sheet. Amortization of deferred financing costs is classified as interest expense in the consolidatedincome statements. Accumulated amortization of deferred financing costs was $3.2 million and $4.2 million at December 31, 2017 and December 31, 2016,respectively.When financings are terminated, unamortized deferred financing costs, as well as charges incurred for the termination, are expensed at the timethe termination is made. Gains and losses from the extinguishment of debt are presented within income from continuing operations in the Company’sconsolidated income statements.Revenue Recognition —The Company recognizes rental revenue, including rental abatements, lease incentives and contractual fixed increasesattributable to operating leases, if any, from tenants under lease arrangements with minimum fixed and determinable increases on a straight-line basis over thenon-cancellable term of the related leases when collectability is reasonably assured. The Company evaluates the collectability of rents and other receivableson a regular basis based on factors including, among others, payment history, the operations, the asset type and current economic conditions. Tenantrecoveries related to the reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses are recognized as revenue in theperiod the expenses are incurred and presented gross if the Company is the primary obligor and, with respect to purchasing goods and services from third-party suppliers, has discretion in selecting the supplier and bears the associated credit risk. For the years ended December 31, 2017, 2016 and 2015, suchtenant reimbursement revenues consist of real estate taxes. Contingent revenue, if any, is not recognized until all possible contingencies have beeneliminated.If the Company’s evaluation of these factors indicates it may not recover the full value of the receivable, the Company provides a reserve againstthe portion of the receivable that it estimates may not be recovered. This analysis requires the Company to determine whether there are factors indicating areceivable may not be fully collectible and to estimate the amount of the receivable that may not be collected. As of December 31, 2017, accounts and otherreceivables, net included a $0.8 million reserve for unpaid cash rents and a $9.6 million reserve for other tenant receivables related to the properties now andpreviously net leased to subsidiaries of Pristine Senior Living, LLC (“Pristine”). See Note 3, “Real Estate Investments, Net” for further discussion.The Company had no reserves at December 31, 2016.F-9Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSThe Company evaluates the collectability of the straight-line rent receivable balances on an ongoing basis and provides reserves againstreceivables it determines may not be fully recoverable. The Company recorded $0.3 million, $0.2 million and $0.0 million of revenues in excess of cashreceived during the years ended December 31, 2017, 2016 and 2015, respectively. The Company had straight-line rent receivables recorded under thecaption “Accounts and other receivables, net” on the Company’s consolidated balance sheets of $0.5 million and $0.2 million at December 31, 2017 andDecember 31, 2016, respectively.Income Taxes—Income tax expense and other income tax related information contained in these consolidated financial statements are presentedon a separate tax return basis as if the Company filed its own tax returns for all periods. Management believes that the assumptions and estimates used todetermine these tax amounts are reasonable. However, the consolidated financial statements herein may not necessarily reflect the Company’s income taxexpense or tax payments in the future, or what its tax amounts would have been if the Company had been a stand-alone company prior to the Spin-Off.The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), beginning with its taxableyear ended December 31, 2014. The Company believes it has been organized and has operated, and the Company intends to continue to operate, in a mannerto qualify for taxation as a REIT under the Code. To qualify as a REIT, the Company must meet certain organizational and operational requirements,including a requirement to distribute to its stockholders at least 90% of the Company’s annual REIT taxable income (which is computed without regard tothe dividends paid deduction or net capital gain and which does not necessarily equal net income as calculated in accordance with GAAP). As a REIT, theCompany generally will not be subject to federal income tax to the extent it distributes qualifying dividends to its stockholders. If the Company fails toqualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate income tax rates and generally willnot be permitted to qualify for treatment as a REIT for federal income tax purposes for the four taxable years following the year during which qualification islost unless the Internal Revenue Service grants the Company relief under certain statutory provisions.Stock-Based Compensation—The Company accounts for share-based payment awards in accordance with ASC Topic 718, Compensation – StockCompensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financialstatements. ASC 718 requires all entities to apply a fair value-based measurement method in accounting for share-based payment transactions with directors,officers and employees except for equity instruments held by employee share ownership plans. Net income reflects stock-based compensation expense of$2.4 million, $1.5 million and $1.5 million for the years ended December 31, 2017, 2016 and 2015, respectively.Concentration of Credit Risk—The Company is subject to concentrations of credit risk consisting primarily of operating leases on its ownedproperties. See Note 12, Concentration of Risk, for a discussion of major operator concentration.Segment Disclosures —The Financial Accounting Standard Board (“FASB”) accounting guidance regarding disclosures about segments of anenterprise and related information establishes standards for the manner in which public business enterprises report information about operating segments. TheCompany has one reportable segment consisting of investments in healthcare-related real estate assets.Earnings (Loss) Per Share—The Company calculates earnings (loss) per share (“EPS”) in accordance with ASC 260, Earnings Per Share. BasicEPS is computed by dividing net income applicable to common stock by the weighted-average number of common shares outstanding during the period.Diluted EPS reflects the additional dilution for all potentially-dilutive securities.Beds, Units, Occupancy and Other Measures—Beds, units, occupancy and other non-financial measures used to describe real estate investmentsincluded in these Notes to the Consolidated Financial Statements are presented on an unaudited basis.Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASC606”). ASC 606 requires an entity to recognize the revenue to depict the transfer of promised goods or services to customers in an amount that reflects theconsideration to which the entity expects to be entitled in exchange for those goods and services. ASC 606 supersedes the revenue requirements in RevenueRecognition (Topic 605) and most industry-specific guidance throughout the Industry Topics of the ASC. ASC 606 does not apply to lease contracts withintheF-10Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSscope of Leases (Topic 840). In August 2015, the FASB issued ASU 2015-14, which deferred the effective date of its new revenue recognition standard byone year. The standard will be effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017. Entities can use either afull retrospective or modified retrospective method to adopt the ASU. Under the full retrospective method, all periods presented will be restated uponadoption to conform to the new standard and a cumulative adjustment for effects on periods prior to 2016 will be recorded to retained earnings as of January1, 2016. Under the modified retrospective approach, prior periods are not restated to conform to the new standard. Instead, a cumulative adjustment for effectsof applying the new standard to periods prior to 2018 is recorded to retained earnings as of January 1, 2018. The Company has elected the modifiedretrospective approach.Based on review of the Company’s revenue streams from independent living facilities, the Company’s consolidated financial statements includerevenues generated through services provided to residents of independent living facilities that are ancillary to the residents’ contractual rights to occupyliving and common-area space at the communities, such as meals, transportation and activities. While these revenue streams are subject to the application ofTopic 606, the revenues associated with these services are generally recognized on a monthly basis, the period in which the related services are performed.Therefore, revenue recognition under the new revenue recognition ASU is expected to be similar to the recognition pattern under existing accountingstandards. During the year ended December 31, 2017, the Company recognized $3.2 million of revenue from its independent living facilities. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10) (“ASU 2016-01”). ASU 2016-01 updatesguidance related to recognition and measurement of financial assets and financial liabilities. ASU 2016-01 requires all equity investments to be measured atfair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those thatresult in consolidation of the investee). The amendments in ASU 2016-01 also require an entity to present separately in other comprehensive income theportion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measurethe liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in ASU 2016-01 eliminate therequirement to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instrumentsmeasured at amortized cost on the balance sheet for public business entities. ASU 2016-01 is effective for fiscal years and interim periods within those yearsbeginning after December 15, 2017, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the Company'sconsolidated financial statements.In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASC 842”) that sets out the principles for the recognition,measurement, presentation, and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASC 842 requires lessees to apply a dual approach,classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased assetby the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight-line basis overthe term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardlessof their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. ASC 842 isexpected to result in the recognition of a right-to-use asset and related liability to account for the Company’s future obligations for which it is the lessee. Asof December 31, 2017, the remaining contractual payments under the Company’s lease agreements aggregated $0.3 million. Additionally, ASC 842 willrequire that lessees and lessors capitalize, as initial direct costs, only those costs that are incurred due to the execution of a lease. Under ASC 842, allocatedpayroll costs and other costs that are incurred regardless of whether the lease is obtained will no longer be capitalized as initial direct costs and instead willbe expensed as incurred. During the year ended December 31, 2017, the Company did not capitalize any allocated payroll costs. Lessors will continue toaccount for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases, and operating leases.ASC 842 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The standard permits the use of the modifiedretrospective transition method. The Company continues to assess the potential effect that the adoption of ASC 842 will have on the Company’sconsolidated financial statements; however, the Company expects that its tenant recoveries will be separated into lease and non-lease components. Tenantrecoveries that qualify as lease components, which relate to the right to use the leased asset (e.g., property taxes, insurance), will be accounted for under ASC842. Tenant recoveries that qualify as non-lease components, which relate to payments for goods or services that are transferred separately from the right touse the underlying asset, including tenant recoveries related to payments for maintenance activities and common area expenses, will be accounted for underthe new revenue recognition ASC 606 upon adoption of the new lease ASC 842 on January 1, 2019 for any new lease or any modified lease. In January 2018,the FASB issued a proposed amendment to the lease ASC 842 that would allow lessors to elect, as a practical expedient, not to allocate the totalconsideration to lease and non-lease components basedF-11Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSon their relative standalone selling price. If adopted, this practical expedient will allow lessors to elect a combined single lease component presentation if (i)the timing and pattern of the revenue recognition of the combined single lease component is the same, and (ii) the related lease component and, thecombined single lease component would be classified as an operating lease.In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”) that changes theimpairment model for most financial instruments by requiring companies to recognize an allowance for expected losses, rather than incurred losses asrequired currently by the other-than-temporary impairment model. ASU 2016-13 will apply to most financial assets measured at amortized cost and certainother instruments, including trade and other receivables, loans, held-to-maturity debt securities, net investments in leases, and off-balance-sheet creditexposures (e.g., loan commitments). ASU 2016-13 is effective for reporting periods beginning after December 15, 2019, with early adoption permitted, andwill be applied as a cumulative adjustment to retained earnings as of the effective date. The Company is currently assessing the potential effect the adoptionof ASU 2016-13 will have on the Company’s consolidated financial statements.In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments(“ASU 2016-15”), which provided guidance on certain specific cash flow issues, including, but not limited to, debt prepayment or extinguishment costs,contingent consideration payments made after a business combination and distributions received from equity method investees. ASU 2016-15 is effective forperiods beginning after December 15, 2017, with early adoption permitted and shall be applied retrospectively where practicable. The Company does notbelieve that there will be an impact upon its consolidated financial statements upon adoption.In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) (“ASU 2016-18”) that will require companies toinclude restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period totalamounts shown on the statement of cash flows. ASU 2016-18 will require a disclosure of a reconciliation between the statement of financial position and thestatement of cash flows when the statement of financial position includes more than one line item for cash, cash equivalents, restricted cash, and restrictedcash equivalents. Entities with material restricted cash and restricted cash equivalents balances will be required to disclose the nature of the restrictions. ASU2016-18 is effective for reporting periods beginning after December 15, 2017, with early adoption permitted, and will be applied retrospectively to allperiods presented. As of December 31, 2017 and December 31, 2016, the Company did not have any restricted cash. The Company does not believe that therewill be an impact upon its consolidated financial statements upon adoption.Recent Accounting Standards Adopted by the CompanyOn January 1, 2017, the Company early adopted ASU No. 2017-01, Business Combinations: Clarifying the Definition of a Business (Topic 805)(“ASU 2017-01”) that clarifies the framework for determining whether an integrated set of assets and activities meets the definition of a business. The revisedframework establishes a screen for determining whether an integrated set of assets and activities is a business and narrows the definition of a business, whichis expected to result in fewer transactions being accounted for as business combinations. Acquisitions of integrated sets of assets and activities that do notmeet the definition of a business are accounted for as asset acquisitions. This update will be applied on a prospective basis and the Company expects thatacquisitions of real estate or in-substance real estate will not meet the revised definition of a business because substantially all of the fair value isconcentrated in a single identifiable asset or group of similar identifiable assets (i.e., land, buildings, and related intangible assets) or because the acquisitiondoes not include a substantive process in the form of an acquired workforce or an acquired contract that cannot be replaced without significant cost, effort ordelay.On January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-BasedPayment Accounting (“ASU 2016-09”), that simplifies several aspects of employee share-based payment accounting, including the accounting for forfeitures.ASU 2016-09 allows an entity to make an accounting policy election either to continue to estimate the total number of awards that are expected to vest(current method) or to account for forfeitures when they occur. This entity-wide accounting policy election only applies to service conditions; forperformance conditions, the entity continues to assess the probability that such conditions will be achieved. If an entity elects to account for forfeitures whenthey occur, all nonforfeitable dividends paid on share-based payment awards are initially charged to retained earnings and reclassified to compensation costonly when forfeitures of the underlying awards occur. Under current guidance, nonforfeitable dividends paid on share-based payment awards that are notexpected to vest are recognized as additional compensation cost. The adoption of ASU 2016-09 did not have a material effect on the Company’sconsolidated financial statements. The Company has elected to account for forfeitures when they occur.F-12Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS3. REAL ESTATE INVESTMENTS, NETThe following table summarizes the Company’s investment in owned properties at December 31, 2017 and December 31, 2016 (dollars inthousands): December 31, 2017 December 31, 2016Land$151,879 $110,648Buildings and improvements1,114,605 875,567Integral equipment, furniture and fixtures80,729 64,120Identified intangible assets2,382 1,914Real estate investments1,349,595 1,052,249Accumulated depreciation(197,334) (158,331)Real estate investments, net$1,152,261 $893,918As of December 31, 2017, 92 of the Company’s 188 facilities were leased to subsidiaries of Ensign on a triple-net basis under multiple long-termleases (each, an “Ensign Master Lease” and, collectively, the “Ensign Master Leases”) which commenced on June 1, 2014. The obligations under the EnsignMaster Leases are guaranteed by Ensign. A default by any subsidiary of Ensign with regard to any facility leased pursuant to an Ensign Master Lease willresult in a default under all of the Ensign Master Leases. As of December 31, 2017, annualized revenues from the Ensign Master Leases were $57.7 millionand are escalated annually by an amount equal to the product of (1) the lesser of the percentage change in the Consumer Price Index (“CPI”) (but not less thanzero) or 2.5%, and (2) the prior year’s rent. In addition to rent, the subsidiaries of Ensign that are tenants under the Ensign Master Leases are solelyresponsible for the costs related to the leased properties (including property taxes, insurance, and maintenance and repair costs).As of December 31, 2017, 93 of the Company’s 188 facilities were leased to various other operators under triple-net leases. All of these leasescontain annual escalators based on CPI some of which are subject to a cap, or fixed rent escalators.The Company’s three remaining properties as of December 31, 2017 are the independent living facilities that the Company owns and operates.The Company has only two identified intangible assets which relate to a below-market ground lease and three acquired operating leases. Theground lease has a remaining term of 81 years.As of December 31, 2017, total future minimum rental revenues for the Company’s tenants were (dollars in thousands): YearAmount2018$132,6522019132,1022020131,0302021131,2832022131,541Thereafter1,068,611 $1,727,219 Recent Real Estate AcquisitionsThe following recent real estate acquisitions were accounted for as asset acquisitions:Premier Senior Living, LLCF-13Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn February 2017, the Company acquired two assisted living and memory care facilities with 96 beds in the Milwaukee metropolitan area for$26.1 million, which includes capitalized acquisition costs. In connection with the acquisition, the Company amended its triple-net master lease withsubsidiaries of Premier Senior Living, LLC. The amended lease has a remaining initial term of approximately 14 years, with two five-year renewal optionsand CPI-based rent escalators. Annual cash rent under the amended lease increased by $2.2 million.WLC Management Firm, LLCIn March 2017, the Company acquired a five facility 455-bed skilled nursing portfolio in Illinois for $29.2 million, which includes capitalizedacquisition costs. In connection with the acquisition, the Company entered into a triple-net master lease with affiliates of WLC Management Firm, LLC. Thelease carries an initial term of 15 years with two five-year renewal options and CPI-based rent escalators. Initial annual cash rent is $2.9 million under thelease.In July 2017, the Company acquired a skilled nursing facility with 99 beds in Eldorado, Illinois for $3.7 million, which includes capitalizedacquisition costs. In connection with the acquisition, the Company amended its triple-net master lease with affiliates of WLC Management Firm, LLC. Theamended lease has a remaining initial term of approximately 14 years with two five-year renewal options and CPI-based rent escalators. Annual cash rentunder the amended lease increased by $0.4 million.In December 2017, the Company acquired a skilled nursing facility with 86 beds in Greenville, Illinois for $4.6 million, which includescapitalized acquisition costs. In connection with the acquisition, the Company amended its triple-net master lease with affiliates of WLC Management Firm,LLC. The amended lease has a remaining initial term of approximately 14 years, with two five-year renewal options and CPI-based rent escalators. Annualcash rent under the amended lease increased by $0.4 million.Better Senior Living Consulting, LLCIn May 2017, the Company acquired an assisted living and memory care facility with 170 beds in Brooksville, Florida for $2.0 million, whichincludes capitalized acquisition costs. In connection with the acquisition, the Company amended its triple-net master lease with subsidiaries of Better SeniorLiving Consulting, LLC. The amended lease has a remaining initial term of approximately 13 years, with two five-year renewal options and CPI-based rentescalators. Annual cash rent under the amended lease increased by $0.3 million.Cascadia Healthcare, LLCIn May 2017, the Company acquired a skilled nursing facility with 119 units in Nampa, Idaho valued at $6.5 million, which includes capitalizedacquisition costs. This facility acquisition was part of a three-skilled nursing facility portfolio acquisition that was completed in the third quarter of 2017.The remaining two skilled nursing facilities with 129 units in Oregon and Washington were valued at $4.9 million, which includes capitalized acquisitioncosts. In connection with the acquisition, the Company amended its triple-net master lease with subsidiaries of Cascadia Healthcare, LLC. The amended leasehas a remaining initial term of approximately 14 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the amendedlease increased by $1.1 million.In September 2017, the Company acquired three skilled nursing facilities with 236 beds in Idaho for $29.8 million, which includes capitalizedacquisition costs. The acquisition was a part of a staged seven-facility portfolio transaction that was completed in October 2017. The portfolio transaction,including capitalized acquisition costs, was valued at a total of $65.5 million. In connection with the acquisition, the Company amended its triple-net masterlease with subsidiaries of Cascadia Healthcare, LLC. The amended lease has a remaining initial term of approximately 13 years, with two five-year renewaloptions and CPI-based rent escalators. Annual cash rent under the amended lease increased by $5.9 million.OnPointe Health, LLCIn June 2017, the Company acquired a skilled nursing facility in Brownsville, Texas with 126 units and a skilled nursing facility in Albuquerque,New Mexico with 136 units for $27.3 million, which includes capitalized acquisition costs. The two facilities are leased to affiliates of OnPointe Health, LLCunder two leases. Current contractual annual cash rent totals $2.5 million under the leases. The leases carry remaining terms of approximately 17 and 19years, respectively, withF-14Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCPI-based rent escalators. The tenant has an option to purchase the Brownsville, Texas facility at a fixed price of $14.3 million that becomes exercisable on aperiodic basis beginning in 2024.Prelude Homes & Services, LLCIn July 2017, the Company acquired an assisted living and memory care facility with 30 units in White Bear Lake, Minnesota for $7.8 million,which includes capitalized acquisition costs. In connection with the acquisition, the Company amended its triple-net master lease with affiliates of PreludeHomes & Services, LLC. The amended lease has a remaining initial term of approximately 12.5 years, with two five-year renewal options and CPI-based rentescalators. Annual cash rent under the amended lease increased by $0.6 million.Priority Management Group, LLCIn September 2017, the Company acquired a three facility 405-bed skilled nursing portfolio in the greater Dallas-Fort Worth, Texas area for $20.3million, which includes capitalized acquisition costs. In connection with the acquisition, the Company amended its triple-net master lease with subsidiariesof Priority Management Group, LLC. The amended lease has a remaining initial term of approximately 14 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the amended lease increased by $1.9 million.Five OaksIn October 2017, the Company acquired a three facility 268-bed skilled nursing portfolio in Washington for $12.1 million, which includescapitalized acquisition costs. In connection with the acquisition, the Company amended its triple-net master lease with subsidiaries of Five Oaks. Theamended lease has a remaining initial term of approximately 14 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rentunder the amended lease increased by $1.1 million.Twenty/20 Management, Inc. In October 2017, the Company acquired a three assisted living and memory care facility with 91 units in Virginia for $18.2 million, which includescapitalized acquisition costs. In connection with the acquisition, the Company amended its triple-net master lease with subsidiaries of Twenty/20Management, LLC. The amended lease has a remaining initial term of approximately 12 years, with two five-year renewal options and CPI-based rentescalators. Annual cash rent under the amended lease increased by $1.5 million.Providence GroupIn October 2017, the Company acquired a three facility 528-bed skilled nursing portfolio in the California for $69.2 million, which includescapitalized acquisition costs. In connection with the acquisition, the Company amended its triple-net master lease with subsidiaries of Providence Group. Thelease has an initial term of approximately 15 years, with two five-year renewal options and CPI-based rent escalators. Annual cash rent under the lease is $6.1million.Lease Amendments and Related AgreementsPristine Amendment. On November 2, 2017 (the “Pristine Amendment Date”), the Company entered into a fourth amendment to the master lease (the“Pristine Amendment”) with affiliates of Pristine. Under the Pristine Amendment, the Company agreed that seven facilities selected by the Company (the“Transitioned Facilities”) would be transferred to a new operator or operators designated by the Company in its sole and absolute discretion. As describedbelow under “Trillium Amendment,” the Company concurrently entered into a third amendment to the master lease (the “Trillium Amendment”) withaffiliates of Trillium Healthcare Group, LLC (“Trillium”) to lease the Transitioned Facilities to affiliates of Trillium. The Trillium Amendment and theoperational transfers of the Transitioned Facilities became effective on December 1, 2017 (such date, the “Transition Effective Date”).Pursuant to the Pristine Amendment, commencing on October 1, 2017, initial base rent under the Pristine master lease, as amended (as amended, the“Lease”) was $15.6 million per annum, payable in equal monthly installments. On the Transition Effective Date, annual base rent was reduced by $6.5million. Commencing on March 1, 2018, annual base rent will increase to $9.5 million. Commencing on July 1, 2018 annual base rent would increase to $9.8million, and beginning on JulyF-15Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS1, 2019 and increasing annually thereafter, annual base rent would increase by the greater of (i) 2% or (ii) the adjusted CPI increase not to exceed 3%.Under the Lease, Pristine is required to make scheduled deposits as additional rent into a landlord-managed impound account from which theCompany pays certain property taxes and franchise permit fees related to the properties now and previously net leased by Pristine from the Company. Underthe Pristine Amendment, Pristine deposited into the impound account an additional $0.3 million in November 2017 and an additional $0.2 million inDecember 2017, and in December 2017 the Company made a scheduled additional advance of $1.0 million to the impound account, bringing the totaloutstanding balance to approximately $6.4 million in deferred rent. The Company used impound funds deposited both by Pristine and the Company to payfranchise permit fees due with respect to the facilities retained by Pristine under the Lease (the “Retained Facilities”) and the Transitioned Facilities for theperiod July 1, 2017 through September 30, 2017, which were due in December 2017.Pristine agreed to repay the total outstanding balance of the deferred rent in the impound account, plus the portion of the September 2017 base rentthe Company allowed Pristine to defer, totaling $0.8 million, over time with interest. These scheduled payments of additional rent in the amount of $0.1million per month would be made beginning on October 15, 2018 and continuing monthly thereafter, with any outstanding balance due in full on January15, 2023. The outstanding balance on the rent deferral would incur interest charges at a rate of 6.25% per annum.Under the Pristine Amendment, Pristine remains obligated to pay certain additional obligations related to the operation of the Transitioned Facilitiesprior to the Transition Effective Date which were not yet due as of the Transition Effective Date, including depositing into the impound account its fullprorata share of the incurred but unpaid property taxes and franchise permit fees for the Transitioned Facilities attributable to the period from October 1, 2017to the Transition Effective Date, as well as ongoing obligations with respect to the Retained Facilities. Although Pristine has paid $4.4 million of the $4.9million in base rent due from the execution of the Pristine Amendment through the date hereof, Pristine has only paid $0.5 million of the $2.8 million inadditional payments due under the Lease for the same period.Accordingly, on February 27, 2018 (the “LTA Effective Date”) the Company entered into a Lease Termination Agreement (the “LTA”) with Pristineunder which Pristine and its affiliates will surrender the Retained Facilities to an operator or operators designated by the Company in its sole and absolutediscretion, in transactions similar to those effected in December 2017. Pursuant to the LTA, the operational transfers of the Retained Facilities are to occurwithin 180 days of the LTA Effective Date, and the Company and Pristine have agreed to make commercially reasonable efforts to facilitate such transfers.Until the date or dates upon which such operational transfers occur (each an “LTA Transition Date”), Pristine will continue to operate the Retained Facilities,and will collect revenues, pay payroll and other current operating expenses, pay the scheduled base rent and, to the extent of funds available, will payadditional rent thereon. The Company will continue to fund the impound account as needed to meet current real property tax and franchise permit feeliabilities accruing, if any, through the LTA Transition Date(s). The Company has therefore determined that it will (i) recognize Pristine rental revenues on acash basis, and (ii) reserve all outstanding obligations of Pristine to the Company consisting of $6.3 million in property tax reimbursements and advances of2016 and 2017 franchise permit fees made during the year ended December 31, 2017, $3.3 million of 2017 property tax reimbursements and franchise permitfees expected to be advanced after December 31, 2017 and $0.8 million of unpaid base rent from September 2017. Such reserve is presented in “Reserve foradvances and deferred rent” within the consolidated income statements.Under the LTA the Company will, upon Pristine’s full performance of the terms thereof, terminate the Lease and all future obligations of the tenantthereunder; however, under the terms of the Lease our security interest in Pristine’s accounts receivable will survive any such termination. Such securityinterest is subject to the prior lien and security interest of Pristine’s working capital lender, Capital One, National Association (“CONA”), with whom theCompany has an existing intercreditor agreement that defines the relative rights and responsibilities of CONA and the Company with respect to the loan andlease collateral represented by Pristine’s accounts receivable and the Company’s respective security interests therein.Trillium Amendment. On November 2, 2017, the Company entered into the Trillium Amendment with Trillium to lease the Transitioned Facilitiesto affiliates of Trillium. Under the Trillium Amendment, on the Transition Effective Date, annual base rent increased by approximately $6.9 million, from$4.5 million to $11.5 million. On February 1, 2018, annual base rent increased to $11.6 million. On the first anniversary of the Transition Effective Date,annual base rent will increase to $12.1 million. On February 1, 2019, annual base rent will increase to $12.2 million. Following the second anniversary of theTransition Effective Date, annual base rent will increase by the lesser of (i) the CPI increase or (ii) 3%.F-16Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSImpairment of Real Estate InvestmentDuring the year ended December 31, 2017, the Company recorded an impairment loss of $0.9 million related to its investment in La Villa Rehab& Healthcare Center (“La Villa”). In April 2017, the Company and Ensign mutually determined that La Villa had reached the natural end of its useful life as askilled nursing facility and that the facility was no longer economically viable, the improvements thereon could not be economically repurposed to any otheruse, and the cost to remove the obsolete improvements and reclaim the underlying land for redevelopment was expected to exceed the market value of theland. Ensign agreed to wind up and terminate the operations of the facility and the Company transferred title to the property to Ensign. There was noadjustment to the contractual rent under the applicable master lease. Additionally, the Company and Ensign agreed that the licensed beds will be transferredto another facility included in the Ensign Master Leases.4. OTHER REAL ESTATE INVESTMENTSIn December 2014, the Company completed a $7.5 million preferred equity investment with Signature Senior Living, LLC and MilestoneRetirement Communities. The preferred equity investment yielded 12.0% calculated on a quarterly basis on the outstanding carrying value of the investment.The investment was used to develop Signature Senior Living at Arvada, a planned 134-unit upscale assisted living and memory care community in Arvada,Colorado constructed on a five-acre site. In connection with its investment, CareTrust REIT obtained an option to purchase the Arvada development at afixed-formula price upon stabilization, with an initial lease yield of at least 8.0%. The project was completed in the second quarter of 2016 and began lease-up inthe third quarter of 2016. In May 2017, the property was sold to a third party. In connection with the sale, the Company received back in cash its initialinvestment of $7.5 million, a cumulative contractual preferred return of $2.5 million, and an additional cash payment of $3.5 million, which the Companyrecognized as a gain on the sale of other real estate investment during the year ended December 31, 2017. The Company also recognized interest income of$1.0 million during the year ended December 31, 2017, which included a previously unrecognized preferred return of $0.5 million related to prior periods.In July 2016, the Company completed a $2.2 million preferred equity investment with an affiliate of Cascadia Development, LLC. The preferredequity investment yields a return equal to prime plus 9.5% but in no event less than 12.0% calculated on a quarterly basis on the outstanding carrying valueof the investment. The investment is being used to develop a 99-bed skilled nursing facility in Nampa, Idaho. In connection with its investment, CareTrustREIT obtained an option to purchase the development at a fixed-formula price upon stabilization, with an initial lease yield of at least 9.0%. The project isexpected to be completed during the first quarter of 2018.In September 2016, the Company completed a $2.3 million preferred equity investment with an affiliate of Cascadia Development, LLC. Thepreferred equity investment yields a return equal to prime plus 9.5% but in no event less than 12.0% calculated on a quarterly basis on the outstandingcarrying value of the investment. The investment is being used to develop a 99-bed skilled nursing facility in Boise, Idaho. In connection with itsinvestment, CareTrust REIT obtained an option to purchase the development at a fixed-formula price upon stabilization, with an initial lease yield of at least9.0%. The project is expected to be completed by early 2018.During the years ended December 31, 2017, 2016 and 2015, the Company recognized $1.7 million, $0.7 million and $0.9 million, respectively,of interest income related to these preferred equity investments of which the portion of these amounts were added to the outstanding carrying values.In October 2017, the Company provided the Providence Group a mortgage loan secured by a skilled nursing facility for approximately $12.5million inclusive of transaction costs, which bears a fixed interest rate of 9%. The mortgage loan requires Providence Group to make monthly principal andinterest payments and is set to mature on October 26, 2020. During the year ended December 31, 2017, the Company recognized $0.2 million of interestincome related to the mortgage loan.5. FAIR VALUE MEASUREMENTSUnder GAAP, the Company is required to measure certain financial instruments at fair value on a recurring basis. In addition, the Company isrequired to measure other financial instruments and balances at fair value on a non-recurring basis (e.g., impairment of long-lived assets). Fair value is definedas the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for theasset or liability in an orderly transaction between market participants on the measurement date. The GAAP fair value framework uses a three-tiered approach.Fair value measurements are classified and disclosed in one of the following three categories: •Level 1: unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities;•Level 2: quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active,and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and•Level 3: prices or valuation techniques where little or no market data is available that requires inputs that are both significant to the fair valuemeasurement and unobservable.Financial Instruments: Considerable judgment is necessary to estimate the fair value of financial instruments. The estimates of fair valuepresented herein are not necessarily indicative of the amounts that could be realized upon disposition of the financial instruments. A summary of the facevalues, carrying amounts and fair values of the Company’s financial instruments as of December 31, 2017 and December 31, 2016 using Level 2 inputs, forthe senior unsecured notes payable, and Level 3 inputs, for all other financial instruments, is as follows (dollars in thousands):F-17Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2017 December 31, 2016 FaceValue CarryingAmount FairValue FaceValue CarryingAmount FairValueFinancial assets: Preferred equity investments$4,531 $5,550 $5,423 $12,031 $13,872 $14,289Mortgage loan receivable12,517 12,399 12,517 — — —Financial liabilities: Senior unsecured notes payable$300,000 $294,395 $307,500 $260,000 $255,294 $265,850Cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities: These balances approximate their fair values dueto the short-term nature of these instruments.Preferred equity investments: The carrying amounts were accounted for at the unpaid principal balance, plus accrued return, net of reserves,assuming a hypothetical liquidation of the book values of the joint ventures. The fair values of the preferred equity investments were estimated using aninternal valuation model that considered the expected future cash flows of the investment, the underlying collateral value and other credit enhancements.Mortgage loan receivable: The mortgage loan receivable is recorded at amortized cost, which consists of the outstanding unpaid principalbalance, net of unamortized costs and fees directly associated with the origination of the loan. The fair values of the mortgage loan receivable were estimatedusing an internal valuation model that considered the expected future cash flows of the investment, the underlying collateral value and other creditenhancements.Senior unsecured notes payable: The fair value of the senior unsecured notes payable was determined using third-party quotes derived fromorderly trades.Unsecured revolving credit facility and senior unsecured term loan: The fair values approximate their carrying values as the interest rates arevariable and approximate prevailing market interest rates for similar debt arrangements. 6. RELATED PARTY TRANSACTIONSRental income from Ensign—The Company derives a majority of its rental income through operating lease agreements with Ensign. Ensign is aholding company with no direct operating assets, employees or revenue. All of Ensign’s operations are conducted by separate independent subsidiaries, eachof which has its own management, employees and assets. See Note 12, Concentration of Risk, for a discussion of major operator concentration.Christopher R. Christensen, one of the Company’s directors from June 1, 2014 through April 15, 2015, serves as the chief executive officer ofEnsign as well as a member of Ensign’s board of directors. As such, all rental income and tenant reimbursements earned related to the Ensign Master Leasesduring Mr. Christensen’s tenure on the board of directors of the Company were considered related party in nature. For the year ended December 31, 2015, theCompany recognized $16.3 million in rental income from Ensign while Mr. Christensen sat on the board of directors of the Company as well as $1.4 millionof tenant reimbursements. After April 15, 2015, the effective date of Mr. Christensen’s resignation from the Company’s board of directors, rental income andtenant reimbursements related to the Ensign Master Leases, and any related accounts receivable, are not considered earned or due from a related party.7. DEBTThe following table summarizes the balance of the Company’s indebtedness as of December 31, 2017 and 2016 (in thousands): December 31, 2017 December 31, 2016 PrincipalDeferredCarrying PrincipalDeferredCarrying AmountLoan FeesValue AmountLoan FeesValueSenior unsecured notes payable$300,000$(5,605)$294,395 $260,000$(4,706)$255,294Senior unsecured term loan100,000(483)99,517 100,000(578)99,422Unsecured revolving credit facility165,000—165,000 95,000—95,000 $565,000$(6,088)$558,912 $455,000$(5,284)$449,716Senior Unsecured Notes PayableF-18Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSOn May 10, 2017, the Company’s wholly owned subsidiary, CTR Partnership, L.P. (the “Operating Partnership”), and its wholly ownedsubsidiary, CareTrust Capital Corp. (together with the Operating Partnership, the “Issuers”), completed an underwritten public offering of $300.0 millionaggregate principal amount of 5.25% Senior Notes due 2025 (the “Notes”). The Notes were issued at par, resulting in gross proceeds of $300.0 million andnet proceeds of approximately $294.0 million after deducting underwriting fees and other offering expenses. The Company used the net proceeds from theoffering of the Notes to redeem all $260.0 million aggregate principal amount outstanding of its 5.875% Senior Notes due 2021, including payment of theredemption price at 102.938% and all accrued and unpaid interest thereon. The Company used the remaining portion of the net proceeds of the Notesoffering to pay borrowings outstanding under its senior unsecured revolving credit facility. The Notes mature on June 1, 2025 and bear interest at a rate of5.25% per year. Interest on the Notes is payable on June 1 and December 1 of each year, beginning on December 1, 2017.The Issuers may redeem the Notes any time before June 1, 2020 at a redemption price of 100% of the principal amount of the Notes redeemedplus accrued and unpaid interest on the Notes, if any, to, but not including, the redemption date, plus a “make-whole” premium described in the indenturegoverning the Notes and, at any time on or after June 1, 2020, at the redemption prices set forth in the indenture. At any time on or before June 1, 2020, up to40% of the aggregate principal amount of the Notes may be redeemed with the net proceeds of certain equity offerings if at least 60% of the originally issuedaggregate principal amount of the Notes remains outstanding. In such case, the redemption price will be equal to 105.25% of the aggregate principal amountof the Notes to be redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date. If certain changes of control of the Companyoccur, holders of the Notes will have the right to require the Issuers to repurchase their Notes at 101% of the principal amount plus accrued and unpaidinterest, if any, to, but not including, the repurchase date.The obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Company andcertain of the Company’s wholly owned existing and, subject to certain exceptions, future material subsidiaries (other than the Issuers); provided, however,that such guarantees are subject to automatic release under certain customary circumstances, including if the subsidiary guarantor is sold or sells all orsubstantially all of its assets, the subsidiary guarantor is designated “unrestricted” for covenant purposes under the indenture, the subsidiary guarantor’sguarantee of other indebtedness which resulted in the creation of the guarantee of the Notes is terminated or released, or the requirements for legal defeasanceor covenant defeasance or to discharge the indenture have been satisfied. See Note 13, Summarized Condensed Consolidating Information.The indenture contains customary covenants such as limiting the ability of the Company and its restricted subsidiaries to: incur or guaranteeadditional indebtedness; incur or guarantee secured indebtedness; pay dividends or distributions on, or redeem or repurchase, capital stock; make certaininvestments or other restricted payments; sell assets; enter into transactions with affiliates; merge or consolidate or sell all or substantially all of their assets;and create restrictions on the ability of the Issuers and their restricted subsidiaries to pay dividends or other amounts to the Issuers. The indenture alsorequires the Company and its restricted subsidiaries to maintain a specified ratio of unencumbered assets to unsecured indebtedness. These covenants aresubject to a number of important and significant limitations, qualifications and exceptions. The indenture also contains customary events of default.As of December 31, 2017, the Company was in compliance with all applicable financial covenants under the indenture.Unsecured Revolving Credit Facility and Term LoanOn August 5, 2015, the Company, CareTrust GP, LLC, the Operating Partnership, as the borrower, and certain of its wholly owned subsidiariesentered into a credit and guaranty agreement with KeyBank National Association, as administrative agent, an issuing bank and swingline lender, and thelenders party thereto (the “Credit Agreement”). The Credit Agreement initially provided for an unsecured asset-based revolving credit facility (the“Revolving Facility”) with commitments in an aggregate principal amount of $300.0 million from a syndicate of banks and other financial institutions. Aportion of the proceeds of the Revolving Facility were used to pay off and terminate the Company’s existing secured asset-based revolving credit facilityunder a credit agreement dated May 30, 2014, with SunTrust Bank, as administrative agent, and the lenders party thereto.On February 1, 2016, the Company entered into the First Amendment (the “Amendment”) to the Credit Agreement. Pursuant to the Amendment,(i) commitments in respect of the Revolving Facility were increased by $100.0 million to $400.0 million, (ii) a new $100.0 million non-amortizing unsecuredterm loan (the “Term Loan” and, together with the RevolvingF-19Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSFacility, the “Credit Facility”) was funded, and (iii) the uncommitted incremental facility was increased by $50.0 million to $250.0 million. The RevolvingFacility continues to mature on August 5, 2019, subject to two, six-month extension options. The Term Loan, which matures on February 1, 2023, may beprepaid at any time subject to a 2% premium in the first year after issuance and a 1% premium in the second year after issuance. Approximately $95.0 millionof the proceeds of the Term Loan were used to pay off and terminate the Company’s existing secured mortgage indebtedness with General Electric CapitalCorporation (the “GECC Loan”), as agent and lender, and the other lenders party thereto. The Company expects to use borrowings under the Credit Facilityfor working capital purposes, to fund acquisitions and for general corporate purposes.As of December 31, 2017, the Company had a $100.0 million Term Loan outstanding and there was $165.0 million outstanding under theRevolving Facility.The interest rates applicable to loans under the Revolving Facility are, at the Company’s option, equal to either a base rate plus a margin rangingfrom 0.75% to 1.40% per annum or applicable LIBOR plus a margin ranging from 1.75% to 2.40% per annum based on the debt to asset value ratio of theCompany and its subsidiaries (subject to decrease at the Company’s election if the Company obtains certain specified investment grade ratings on its seniorlong term unsecured debt). In addition, the Company pays a commitment fee on the unused portion of the commitments under the Revolving Facility of0.15% or 0.25% per annum, based upon usage of the Revolving Facility (unless the Company obtains certain specified investment grade ratings on its seniorlong term unsecured debt and elects to decrease the applicable margin as described above, in which case the Company will pay a facility fee on the revolvingcommitments ranging from 0.125% to 0.30% per annum based upon the credit ratings of its senior long term unsecured debt).Pursuant to the Amendment, the interest rates applicable to the Term Loan are, at the Company’s option, equal to either a base rate plus a marginranging from 0.95% to 1.60% per annum or applicable LIBOR plus a margin ranging from 1.95% to 2.60% per annum based on the debt to asset value ratioof the Company and its subsidiaries (subject to decrease at the Company’s election if the Company obtains certain specified investment grade ratings on itssenior long term unsecured debt).The Credit Facility is guaranteed, jointly and severally, by the Company and its wholly owned subsidiaries that are party to the Credit Agreement(other than the Operating Partnership). The Credit Agreement contains customary covenants that, among other things, restrict, subject to certain exceptions,the ability of the Company and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions,mergers or consolidations, amend certain material agreements and pay certain dividends and other restricted payments. The Credit Agreement requires theCompany to comply with financial maintenance covenants to be tested quarterly, consisting of a maximum debt to asset value ratio, a minimum fixed chargecoverage ratio, a minimum tangible net worth, a maximum cash distributions to operating income ratio, a maximum secured debt to asset value ratio and amaximum secured recourse debt to asset value ratio. The Credit Agreement also contains certain customary events of default, including that the Company isrequired to operate in conformity with the requirements for qualification and taxation as a REIT.As of December 31, 2017, the Company was in compliance with all applicable financial covenants under the Credit Agreement.Interest ExpenseDuring the years ended December 31, 2017, 2016 and 2015, the Company incurred $24.2 million, $22.9 million and $24.0 million of interestexpense, respectively. Included in interest expense for the year ended December 31, 2017, 2016 and 2015, was $2.1 million, $2.2 million and $2.2 million ofamortization of deferred financing fees, respectively. As of December 31, 2017 and December 31, 2016, the Company’s interest payable was $1.4 million and$1.3 million, respectively.Loss on the Extinguishment of DebtDuring the year ended December 31, 2017, the loss on the extinguishment of debt included $7.6 million related to the redemption of theCompany’s 5.875% Senior Notes due 2021 at a redemption price of 102.938% and a $4.2 million write-off of deferred financing costs associated with theredemption. During the year ended December 31, 2016, the loss on the extinguishment of debt included a $0.3 million write-off of deferred financing costsassociated with the payoff of the GECC Loan. During the year ended December 31, 2015, the loss on the extinguishment of debt included a $1.2 millionwrite-off of deferred financing fees associated with the payoff and termination of the Company’s senior secured revolving credit facility.F-20Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSSchedule of Debt MaturitiesAs of December 31, 2017, the Company’s debt maturities were (dollars in thousands): YearAmount2018$—2019165,0002020—2021—2022—Thereafter400,000 $565,0008. EQUITYCommon StockOfferings of Common Stock - On August 18, 2015, the Company completed an underwritten public offering of 16.33 million newly issued sharesof its common stock pursuant to an effective registration statement. The Company received net proceeds of $163.0 million from the offering, after givingeffect to the issuance and sale of all 16.33 million shares of common stock (which included 2.13 million shares sold to the underwriters upon exercise of theiroption to purchase additional shares), at a price to the public of $10.50 per share.On March 28, 2016, the Company completed an underwritten public offering of 9.78 million newly issued shares of its common stock pursuantto an effective registration statement. The Company received net proceeds of $105.8 million from the offering, after giving effect to the issuance and sale ofall 9.78 million shares of common stock (which included 1.28 million shares sold to the underwriters upon exercise of their option to purchase additionalshares), at a price to the public of $11.35 per share.On November 18, 2016, the Company completed an underwritten public offering of 6.33 million newly issued shares of its common stockpursuant to an effective registration statement. The Company received net proceeds of $80.9 million from the offering, after giving effect to the issuance andsale of all 6.33 million shares of common stock (which included 0.83 million shares sold to the underwriters upon exercise of their option to purchaseadditional shares), at a price to the public of $13.35 per share.At-The-Market Offering of Common Stock - During the second quarter of 2017, the Company entered into a new equity distribution agreement toissue and sell, from time to time, up to $300.0 million in aggregate offering price of its common stock through an “at-the-market” equity offering program(the “ATM Program”). At the time the ATM Program commenced in May 2017, the Company’s at-the-market equity offering program entered into during2016 (the “Prior ATM Program”), which had been substantially depleted, was permanently discontinued. As of December 31, 2017, the Company hadapproximately $236.1 million available for future issuances under the ATM Program.The following table summarizes the ATM Program and Prior ATM Program activity for 2017 (shares and dollars in thousands, except per shareamounts): For the Three Months Ended March 31, 2017 June 30, 2017 September 30, 2017 December 31, 2017 TotalNumber of shares7,175 3,399 — — 10,574Average sales price per share$15.31 $18.82 $— $— $16.43Gross proceeds$109,813 $63,947 $— $— $173,760Dividends on Common Stock — During the first quarter of 2015, the board of directors declared a quarterly cash dividend of $0.16 per share ofcommon stock, payable on April 15, 2015 to common stockholders of record as of March 31, 2015. During the second quarter of 2015, the board of directorsdeclared a quarterly cash dividend of $0.16 per share of common stock, payable on July 15, 2015 to common stockholders of record as of June 30, 2015.During the third quarter ofF-21Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS2015, the board of directors declared a quarterly cash dividend of $0.16 per share of common stock, payable on October 15, 2015 to common stockholders ofrecord as of September 30, 2015. During the fourth quarter of 2015, the board of directors declared a quarterly cash dividend of $0.16 per share of commonstock, payable on January 15, 2016 to common stockholders of record as of December 31, 2015.During the first quarter of 2016, the board of directors declared a quarterly cash dividend of $0.17 per share of common stock, payable onApril 15, 2016 to common stockholders of record as of March 31, 2016. During the second quarter of 2016, the board of directors declared a quarterly cashdividend of $0.17 per share of common stock, payable on July 15, 2016 to common stockholders of record as of June 30, 2016. During the third quarter of2016, the board of directors declared a quarterly cash dividend of $0.17 per share of common stock, payable on October 14, 2016 to common stockholders ofrecord as of September 30, 2016. During the fourth quarter of 2016, the board of directors declared a quarterly cash dividend of $0.17 per share of commonstock, payable on January 13, 2017 to common stockholders of record as of December 31, 2016.During the first quarter of 2017, the Company’s board of directors declared a quarterly cash dividend of $0.185 per share of common stock,payable on April 14, 2017 to common stockholders of record as of March 31, 2017. During the second quarter of 2017, the Company’s board of directorsdeclared a quarterly cash dividend of $0.185 per share of common stock, payable on July 14, 2017 to common stockholders of record as of June 30, 2017.During the third quarter of 2017, the Company’s board of directors declared a quarterly cash dividend of $0.185 per share of common stock, payable onOctober 13, 2017 to common stockholders of record as of September 29, 2017. During the fourth quarter of 2017, the Company’s board of directors declared aquarterly cash dividend of $0.185 per share of common stock, payable on January 16, 2018 to common stockholders of record as of December 29, 2017.9. STOCK-BASED COMPENSATIONAll stock-based awards are subject to the terms of the CareTrust REIT, Inc. and CTR Partnership, L.P. Incentive Award Plan (the “Plan”). The Planprovides for the granting of stock-based compensation, including stock options, restricted stock, performance awards, restricted stock units and otherincentive awards to officers, employees and directors in connection with their employment with or services provided to the Company.The following table summarizes restricted stock award activity for the years ended December 31, 2017 and 2016: Shares Weighted AverageShare PriceUnvested balance at December 31, 2015394,697 $12.56Granted20,770 13.13Vested(121,899) 12.60Forfeited(7,500) 10.87Unvested balance at December 31, 2016286,068 12.63Granted254,534 15.46Vested(111,024) 12.82Forfeited(6,667) 15.21Unvested balance at December 31, 2017422,911 $14.19The Company recognized $2.4 million, $1.5 million and $1.5 million of compensation expense associated with all grants for the years endedDecember 31, 2017, 2016 and 2015, respectively. As of December 31, 2017, there was $3.8 million of unamortized stock-based compensation expenserelated to these unvested awards and the weighted-average remaining vesting period of such awards was 1.8 years. On June 1, 2014, Ensign completed the separation of its healthcare business and its real estate business into two separate and independentpublicly traded companies (the “Spin-Off”). In connection with the Spin-Off, employees of Ensign who had unvested shares of restricted stock were given oneshare of CareTrust REIT unvested restricted stock totaling 207,580 shares at the Spin-Off. These restricted shares are subject to a time vesting provision onlyand the Company does not recognize any stock compensation expense associated with these awards. During the year ended December 31, 2017,27,200 shares vested or were forfeited. At December 31, 2017, there were 14,980 unvested restricted stock awards outstanding.F-22Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSIn February 2017, the Compensation Committee of the Company’s board of directors granted 233,768 shares of restricted stock to officers andemployees. Each share had a fair market value on the date of grant of $15.21 per share, based on the market price of the Company’s common stock on thatdate, and the shares vest in three equal annual installments beginning on the first anniversary of the grant date.In July 2017, the Compensation Committee of the Company's board of directors granted 20,766 shares of restricted stock to members of the boardof directors. Each share had a fair market value on the date of grant of $18.30 per share, based on the market price of the Company's common stock on thatdate, and the shares vest in full on the earlier to occur of June 30, 2018 or when the Company holds its 2018 Annual Meeting.10. EARNINGS PER COMMON SHAREThe following table presents the calculation of basic and diluted EPS for the Company’s common stock for the years ended December 31, 2017, 2016and 2015, and reconciles the weighted-average common shares outstanding used in the calculation of basic EPS to the weighted-average common sharesoutstanding used in the calculation of diluted EPS for the years ended December 31, 2017, 2016 and 2015 (amounts in thousands, except per share amounts): Year Ended December 31, 2017 2016 2015Numerator: Net income$25,874 $29,353 $10,034Less: Net income allocated to participating securities(354) (260) (286)Numerator for basic and diluted earnings available to common stockholders$25,520 $29,093 $9,748Denominator: Weighted-average basic common shares outstanding72,647 56,030 37,380Weighted-average diluted common shares outstanding72,647 56,030 37,380 Earnings per common share, basic$0.35 $0.52 $0.26Earnings per common share, diluted$0.35 $0.52 $0.26The Company’s unvested restricted shares associated with its incentive award plan and unvested restricted shares issued to employees of Ensign at theSpin-Off have been excluded from the above calculation of earnings per share for the years ended December 31, 2017, 2016 and 2015, as their inclusionwould have been anti-dilutive.11. COMMITMENTS AND CONTINGENCIESU.S. Government Settlement—In October 2013, Ensign completed and executed a settlement agreement (the “Settlement Agreement”) with theU.S. Department of Justice (“DOJ”). This settlement agreement fully and finally resolved a DOJ investigation of Ensign related primarily to claims submittedto the Medicare program for rehabilitation services provided at skilled nursing facilities in California and certain ancillary claims. Pursuant to the SettlementAgreement, Ensign made a single lump-sum remittance to the government in the amount of $48.0 million in October 2013. Ensign denied engaging in anyillegal conduct and agreed to the settlement amount without any admission of wrongdoing in order to resolve the allegations and avoid the uncertainty andexpense of protracted litigation.In connection with the settlement and effective as of October 1, 2013, Ensign entered into a five-year corporate integrity agreement (the “CIA”)with the Office of Inspector General-Health and Human Serivces. The CIA acknowledges the existence of Ensign’s current compliance program, and requiresthat Ensign continue during the term of the CIA to maintain a compliance program designed to promote compliance with the statutes, regulations, andwritten directives of Medicare, Medicaid, and all other Federal health care programs. Ensign is also required to maintain several elements of its existingprogram during the term of the CIA, including maintaining a compliance officer, a compliance committee of the board of directors, and a code of conduct.The CIA requires that Ensign conduct certain additional compliance-related activities during the term of the CIA, including various training and monitoringprocedures, and maintaining a disciplinary process for compliance obligations. F-23Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSParticipation in federal healthcare programs by Ensign is not affected by the Settlement Agreement or the CIA. In the event of an uncuredmaterial breach of the CIA, Ensign could be excluded from participation in federal healthcare programs and/or subject to prosecution. The Company issubject to certain continuing operational obligations as part of Ensign’s compliance program pursuant to the CIA, but otherwise has no liability related to theDOJ investigation.Legal Matters—The Company and its subsidiaries are and may become from time to time a party to various claims and lawsuits arising in theordinary course of business, which are not individually or in the aggregate anticipated to have a material adverse effect on the Company’s results ofoperations, financial condition or cash flows. Claims and lawsuits may include matters involving general or professional liability asserted against theCompany’s tenants, which are the responsibility of the Company’s tenants and for which the Company is entitled to be indemnified by its tenants under theinsurance and indemnification provisions in the applicable leases.12. CONCENTRATION OF RISKMajor operator concentration – As of December 31, 2017, Ensign leased 92 skilled nursing, assisted living and independent living facilitieswhich had a total of 9,698 beds and units and are located in Arizona, California, Colorado, Idaho, Iowa, Nebraska, Nevada, Texas, Utah and Washington. Thefour states in which Ensign leases the highest concentration of properties are California, Texas, Utah and Arizona. As of December 31, 2017, Ensignrepresents $57.7 million, or 44%, of the Company’s revenues, exclusive of tenant reimbursements, on an annualized run-rate basis.Ensign is subject to the registration and reporting requirements of the SEC and is required to file with the SEC annual reports containing auditedfinancial information and quarterly reports containing unaudited financial information. Ensign’s financial statements, as filed with the SEC, can be found atEnsign’s website http://www.ensigngroup.net.13. SUMMARIZED CONDENSED CONSOLIDATING INFORMATIONThe 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 thanthe Issuers (collectively, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), subject to automatic release under certaincustomary 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 inthe creation of the guarantee of the Notes is terminated or released, or the requirements for legal defeasance or covenant defeasance or to discharge theindenture 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 and the related transactions and wasa 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 haveany 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, wereformed on May 8, 2014 and May 9, 2014, respectively, in anticipation of the Spin-Off and the related transactions. The Issuers did not conduct anyoperations 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 theParent 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 theCompany. The Company has conformed prior period presentation in the Combined Subsidiary Guarantor designation, due to the issuance of the Notes.F-24Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONDENSED CONSOLIDATING BALANCE SHEETSDECEMBER 31, 2017(in thousands, except share and per share amounts) ParentGuarantor Issuers CombinedSubsidiaryGuarantors Elimination ConsolidatedAssets: Real estate investments, net$— $805,826 $346,435 $— $1,152,261Other real estate investments— 12,399 5,550 — 17,949Cash and cash equivalents— 6,909 — — 6,909Accounts and other receivables, net— 2,945 2,309 — 5,254Prepaid expenses and other assets— 893 2 — 895Deferred financing costs, net— 1,718 — — 1,718Investment in subsidiaries619,075 444,120 — (1,063,195) —Intercompany— — 92,061 (92,061) —Total assets$619,075 $1,274,810 $446,357 $(1,155,256) $1,184,986Liabilities and Equity: Senior unsecured notes payable, net$— $294,395 $— $— $294,395Senior unsecured term loan, net— 99,517 — — 99,517Unsecured revolving credit facility— 165,000 — — 165,000Accounts payable and accrued liabilities— 15,176 2,237 — 17,413Dividends payable14,044 — — — 14,044Intercompany— 92,061 — (92,061) —Total liabilities14,044 666,149 2,237 (92,061) 590,369Equity: Common stock, $0.01 par value; 500,000,000 sharesauthorized, 75,478,202 shares issued and outstanding as ofDecember 31, 2017755 — — — 755Additional paid-in capital783,237 546,097 321,761 (867,858) 783,237Cumulative distributions in excess of earnings(178,961) 62,564 122,359 (195,337) (189,375)Total equity605,031 608,661 444,120 (1,063,195) 594,617Total liabilities and equity$619,075 $1,274,810 $446,357 $(1,155,256) $1,184,986F-25Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONDENSED CONSOLIDATING BALANCE SHEETSDECEMBER 31, 2016(in thousands, except share and per share amounts) ParentGuarantor Issuers CombinedSubsidiaryGuarantors Elimination ConsolidatedAssets: Real estate investments, net$— $527,639 $366,279 $— $893,918Other real estate investments— — 13,872 — 13,872Cash and cash equivalents— 7,500 — — 7,500Accounts and other receivables, net— 3,743 2,153 — 5,896Prepaid expenses and other assets— 1,366 3 — 1,369Deferred financing costs, net— 2,803 — — 2,803Investment in subsidiaries463,505 401,328 — (864,833) —Intercompany— — 102,273 (102,273) —Total assets$463,505 $944,379 $484,580 $(967,106) $925,358Liabilities and Equity: Senior unsecured notes payable, net$— $255,294 $— $— $255,294Senior unsecured term loan, net— 99,422 — — 99,422Unsecured revolving credit facility— 95,000 — — 95,000Accounts payable and accrued liabilities— 9,713 2,424 — 12,137Dividends payable11,075 — — — 11,075Intercompany— 21,445 80,828 (102,273) —Total liabilities11,075 480,874 83,252 (102,273) 472,928Equity: Common stock, $0.01 par value; 500,000,000 sharesauthorized, 64,816,350 shares issued and outstanding as ofDecember 31, 2016648 — — — 648Additional paid-in capital611,475 429,453 321,761 (751,214) 611,475Cumulative distributions in excess of earnings(159,693) 34,052 79,567 (113,619) (159,693)Total equity452,430 463,505 401,328 (864,833) 452,430Total liabilities and equity$463,505 $944,379 $484,580 $(967,106) $925,358 F-26Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATING INCOME STATEMENTSFOR THE YEAR ENDED DECEMBER 31, 2017(in thousands) ParentGuarantor Issuers CombinedSubsidiaryGuarantors Elimination ConsolidatedRevenues: Rental income$— $60,464 $57,169 $— $117,633Tenant reimbursements— 5,493 4,761 — 10,254Independent living facilities— — 3,228 — 3,228Interest and other income— 215 1,652 — 1,867Total revenues— 66,172 66,810 — 132,982Expenses: Depreciation and amortization— 20,048 19,111 — 39,159Interest expense— 24,196 — — 24,196Loss on the extinguishment of debt— 11,883 — — 11,883Property taxes— 5,493 4,761 — 10,254Independent living facilities— — 2,733 — 2,733Impairment of real estate investment— — 890 — 890Reserve for advances and deferred rent— 10,414 — — 10,414General and administrative2,638 8,417 62 — 11,117Total expenses2,638 80,451 27,557 — 110,646Gain on disposition of other real estate investment— — 3,538 — 3,538Income in Subsidiary28,512 42,791 — (71,303) —Net income$25,874 $28,512 $42,791 $(71,303) $25,874F-27Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONDENSED CONSOLIDATING INCOME STATEMENTSFOR THE YEAR ENDED DECEMBER 31, 2016(in thousands) ParentGuarantor Issuers CombinedSubsidiaryGuarantors Elimination ConsolidatedRevenues: Rental income$— $36,855 $56,271 $— $93,126Tenant reimbursements— 2,978 4,868 — 7,846Independent living facilities— — 2,970 — 2,970Interest and other income— — 737 — 737Total revenues— 39,833 64,846 — 104,679Expenses: Depreciation and amortization— 11,651 20,314 — 31,965Interest expense— 22,375 498 — 22,873Loss on the extinguishment of debt— — 326 — 326Property taxes— 2,978 4,868 — 7,846Acquisition costs— 205 — — 205Independent living facilities— — 2,549 — 2,549General and administrative1,637 7,594 66 — 9,297Total expenses1,637 44,803 28,621 — 75,061Loss on sale of real estate— — (265) — (265)Income in Subsidiary30,990 35,960 — (66,950) —Net income$29,353 $30,990 $35,960 $(66,950) $29,353F-28Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONDENSED CONSOLIDATING INCOME STATEMENTSFOR THE YEAR ENDED DECEMBER 31, 2015(in thousands) ParentGuarantor Issuers CombinedSubsidiaryGuarantors Elimination ConsolidatedRevenues: Rental income$— $9,979 $56,000 $— $65,979Tenant reimbursements— 655 4,842 — 5,497Independent living facilities— — 2,510 — 2,510Interest and other income— 19 946 — 965Total revenues— 10,653 64,298 — 74,951Expenses: Depreciation and amortization— 3,165 20,968 — 24,133Interest expense— 19,616 4,432 — 24,048Loss on the extinguishment of debt— — 1,208 — 1,208Property taxes— 655 4,842 — 5,497Independent living facilities— — 2,376 — 2,376General and administrative1,171 6,360 124 — 7,655Total expenses1,171 29,796 33,950 — 64,917Income in Subsidiary11,205 30,348 — (41,553) —Net income$10,034 $11,205 $30,348 $(41,553) $10,034 F-29Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 31, 2017(in thousands) ParentGuarantor Issuers CombinedSubsidiaryGuarantors Elimination ConsolidatedCash flows from operating activities: Net cash (used in) provided by operating activities$(222) $25,745 $63,277 $— $88,800Cash flows from investing activities: Acquisitions of real estate— (296,517) — — (296,517)Improvements to real estate— (681) (67) — (748)Purchases of equipment, furniture and fixtures— (309) (94) — (403)Investment in real estate mortgage loan receivable— (12,416) — — (12,416)Sale of other real estate investment— — 7,500 — 7,500Principal payments received on mortgage loan receivable— 25 — — 25Distribution from subsidiary52,587 — — (52,587) —Intercompany financing(169,235) 70,616 — 98,619 —Net cash (used in) provided by investing activities(116,648) (239,282) 7,339 46,032 (302,559)Cash flows from financing activities: Proceeds from the issuance of common stock, net170,323 — — — 170,323Proceeds from the issuance of senior unsecured notes payable— 300,000 — — 300,000Borrowings under unsecured revolving credit facility— 238,000 — — 238,000Payments on senior unsecured notes payable— (267,639) — — (267,639)Payments on unsecured revolving credit facility— (168,000) — — (168,000)Payments of deferred financing costs— (6,063) — — (6,063)Net-settle adjustment on restricted stock(866) — — — (866)Dividends paid on common stock(52,587) — — — (52,587)Distribution to Parent— (52,587) — 52,587 —Intercompany financing— 169,235 (70,616) (98,619) —Net cash provided by (used in) financing activities116,870 212,946 (70,616) (46,032) 213,168Net decrease in cash and cash equivalents— (591) — — (591)Cash and cash equivalents beginning of period— 7,500 — — 7,500Cash and cash equivalents end of period$— $6,909 $— $— $6,909F-30Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 31, 2016(in thousands) ParentGuarantor Issuers CombinedSubsidiaryGuarantors Elimination ConsolidatedCash flows from operating activities: Net cash (used in) provided by operating activities:$(91) $9,253 $55,269 $— $64,431Cash flows from investing activities: Acquisitions of real estate— (281,228) — — (281,228)Improvements to real estate— (485) (277) — (762)Purchases of equipment, furniture and fixtures— (81) (70) — (151)Preferred equity investments— — (4,656) — (4,656)Escrow deposits for acquisition of real estate— (700) — — (700)Net proceeds from the sale of real estate— — 2,855 — 2,855Distribution from subsidiary37,269 — — (37,269) —Intercompany financing(199,796) (41,901) — 241,697 —Net cash (used in) provided by investing activities(162,527) (324,395) (2,148) 204,428 (284,642)Cash flows from financing activities: Proceeds from the issuance of common stock, net200,402 — — — 200,402Proceeds from the issuance of senior unsecured term loan— 100,000 — — 100,000Borrowings under unsecured revolving credit facility— 255,000 — — 255,000Payments on unsecured revolving credit facility— (205,000) — — (205,000)Payments on the mortgage notes payable— — (95,022) — (95,022)Payments of deferred financing costs— (1,352) — — (1,352)Net-settle adjustment on restricted stock(515) — — — (515)Distribution to Parent— (37,269) — 37,269 —Dividends paid on common stock(37,269) — — — (37,269)Intercompany financing— 199,796 41,901 (241,697) —Net cash provided by (used in) financing activities162,618 311,175 (53,121) (204,428) 216,244Net decrease in cash and cash equivalents— (3,967) — — (3,967)Cash and cash equivalents beginning of period— 11,467 — — 11,467Cash and cash equivalents end of period$— $7,500 $— $— $7,500 F-31Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSCONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSFOR THE YEAR ENDED DECEMBER 31, 2015(in thousands) ParentGuarantor Issuers CombinedSubsidiaryGuarantors Elimination ConsolidatedCash flows from operating activities: Net cash (used in) provided by operating activities$(15) $(9,894) $50,163 $— $40,254Cash flows from investing activities: Acquisition of real estate— (232,466) — — (232,466)Improvements to real estate— (19) (168) — (187)Purchases of equipment, furniture and fixtures— (195) (81) — (276)Escrow deposits for acquisition of real estate— (1,750) — — (1,750)Net proceeds from the sale of real estate— — 30 — 30Distribution from subsidiary21,790 — — (21,790) —Intercompany financing(162,803) 46,761 — 116,042 —Net cash (used in) provided by investing activities(141,013) (187,669) (219) 94,252 (234,649)Cash flows from financing activities: Proceeds from the issuance of common stock, net162,963 — — — 162,963Borrowings under unsecured revolving credit facility— 45,000 — — 45,000Borrowings under senior secured revolving credit facility— 35,000 — — 35,000Repayments of borrowings under senior secured revolving creditfacility— (35,000) — — (35,000)Payments on the mortgage notes payable— — (3,183) — (3,183)Net-settle adjustment on restricted stock(145) — — — (145)Payments of deferred financing costs— (2,303) — — (2,303)Dividends paid on common stock(21,790) — — — (21,790)Distribution to Parent— (21,790) — 21,790 —Intercompany financing— 162,803 (46,761) (116,042) —Net cash provided by (used in) financing activities141,028 183,710 (49,944) (94,252) 180,542Net decrease in cash and cash equivalents— (13,853) — — (13,853)Cash and cash equivalents, beginning of period— 25,320 — — 25,320Cash and cash equivalents, end of period$— $11,467 $— $— $11,467 F-32Table of ContentsCARETRUST REIT, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS14. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)The following table presents selected quarterly financial data for the Company. This information has been prepared on a basis consistent with that ofthe Company’s audited consolidated financial statements. The Company’s quarterly results of operations for the periods presented are not necessarilyindicative of future results of operations. This unaudited quarterly data should be read together with the accompanying consolidated financial statements andrelated notes thereto (in thousands, except per share amounts): For the Year Ended December 31, 2017 FirstQuarter SecondQuarter ThirdQuarter FourthQuarterOperating data: Total revenues $30,608 $32,829 $32,948 $36,597Net income 10,281 2,030 11,311 2,252Earnings per common share, basic 0.15 0.03 0.15 0.03Earnings per common share, diluted 0.15 0.03 0.15 0.03Other data: Weighted-average number of common shares outstanding, basic 66,951 72,564 75,471 75,476Weighted-average number of common shares outstanding, diluted 66,951 72,564 75,471 75,476 For the Year Ended December 31, 2016 FirstQuarter SecondQuarter ThirdQuarter FourthQuarterOperating data: Total revenues $23,629 $25,701 $27,106 $28,243Net income 5,502 7,631 7,832 8,388Earnings per common share, basic 0.11 0.13 0.13 0.14Earnings per common share, diluted 0.11 0.13 0.13 0.14Other data: Weighted-average number of common shares outstanding, basic 48,101 57,478 57,595 60,875Weighted-average number of common shares outstanding, diluted 48,101 57,478 57,595 60,87515. SUBSEQUENT EVENTSThe Company evaluates subsequent events in accordance with ASC 855, Subsequent Events. The Company evaluates subsequent events up untilthe date the consolidated financial statements are issued.In connection with its lease of the Transitioned Facilities, Trillium is completing negotiations to upsize its working line of credit to fund day-to-day cash requirements associated with the new operations. As such, on January 2, 2018, the Company agreed to fund a bridge loan to Trillium of up to $11.0million until the earlier of (i) March 31, 2018, (ii) the date that Trillium enters into a new credit facility such that Trillium may submit draw requests to theapplicable lender, and (iii) the date on which the master lease with Trillium is terminated with respect to any facility incorporated in the borrowing base.Borrowings under the bridge loan accrue interest at a base rate of 8.0%. The bridge loan is collateralized by the accounts receivable of each borrower entitythat is party to the bridge loan agreement. As of February 27, 2018, $10.9 million was outstanding under the bridge loan.F-33SCHEDULE IIIREAL ESTATE ASSETS AND ACCUMULATED DEPRECIATIONDECEMBER 31, 2017(dollars in thousands) Initial Cost to Company Gross Carrying Value Description Facility Location Encum. Land BuildingImprovs. CostsCap.SinceAcq. Land BuildingImprovs. Total (1) Accum.Depr. Const./Ren.Date Acq.DateSkilled NursingProperties: Ensign Highland LLC Highland Manor Phoenix, AZ — 257 976 926 257 1,902 2,159 1,040 2013 2000Meadowbrook HealthAssociates LLC Sabino Canyon Tucson, AZ — 425 3,716 1,940 425 5,656 6,081 2,443 2012 2000Terrace Holdings AZLLC Desert Terrace Phoenix, AZ — 113 504 971 113 1,475 1,588 618 2004 2002Rillito Holdings LLC Catalina Tucson, AZ — 471 2,041 3,055 471 5,096 5,567 2,217 2013 2003Valley Health HoldingsLLC North Mountain Phoenix, AZ — 629 5,154 1,519 629 6,673 7,302 2,935 2009 2004Cedar AvenueHoldings LLC Upland Upland, CA — 2,812 3,919 1,994 2,812 5,913 8,725 2,872 2011 2005Granada InvestmentsLLC Camarillo Camarillo, CA — 3,526 2,827 1,522 3,526 4,349 7,875 2,034 2010 2005Plaza Health HoldingsLLC Park Manor Walla Walla,WA — 450 5,566 1,055 450 6,621 7,071 3,074 2009 2006MountainviewCommunitycare LLC Park View Gardens Santa Rosa, CA — 931 2,612 653 931 3,265 4,196 1,724 1963 2006CM Health HoldingsLLC Carmel Mountain San Diego, CA — 3,028 3,119 2,071 3,028 5,190 8,218 2,285 2012 2006Polk Health HoldingsLLC Timberwood Livingston, TX — 60 4,391 1,167 60 5,558 5,618 2,486 2009 2006Snohomish HealthHoldings LLC Emerald Hills Lynnwood,WA — 741 1,663 1,998 741 3,661 4,402 2,085 2009 2006Cherry HealthHoldings LLC Pacific Care Hoquiam, WA — 171 1,828 2,038 171 3,866 4,037 1,884 2010 2006Golfview HoldingsLLC Cambridge SNF Richmond, TX — 1,105 3,110 1,067 1,105 4,177 5,282 1,764 2007 2006Tenth East HoldingsLLC Arlington Hills Salt Lake City,UT — 332 2,426 2,507 332 4,933 5,265 2,201 2013 2006Trinity Mill HoldingsLLC Carrollton Carrollton, TX — 664 2,294 902 664 3,196 3,860 1,785 2007 2006Cottonwood HealthHoldings LLC Holladay Salt Lake City,UT — 965 2,070 958 965 3,028 3,993 1,804 2008 2007Verde Villa HoldingsLLC Lake Village Lewisville, TX — 600 1,890 470 600 2,360 2,960 1,113 2011 2007Mesquite HealthHoldings LLC Willow Bend Mesquite, TX — 470 1,715 8,661 470 10,376 10,846 5,276 2012 2007Arrow Tree HealthHoldings LLC Arbor Glen Glendora, CA — 2,165 1,105 324 2,165 1,429 3,594 792 1965 2007Fort Street HealthHoldings LLC Draper Draper, UT — 443 2,394 759 443 3,153 3,596 1,238 2008 2007Trousdale HealthHoldings LLC Brookfield Downey, CA — 1,415 1,841 1,861 1,415 3,702 5,117 1,524 2013 2007Ensign Bellflower LLC Rose Villa Bellflower, CA — 937 1,168 357 937 1,525 2,462 735 2009 2007RB Heights HealthHoldings LLC Osborn Scottsdale, AZ — 2,007 2,793 1,762 2,007 4,555 6,562 1,940 2009 2008F-34San Corrine HealthHoldings LLC Salado Creek San Antonio,TX — 310 2,090 719 310 2,809 3,119 1,181 2005 2008Temple HealthHoldings LLC Wellington Temple, TX — 529 2,207 1,163 529 3,370 3,899 1,391 2008 2008Anson Health HoldingsLLC Northern Oaks Abilene, TX — 369 3,220 1,725 369 4,945 5,314 1,914 2012 2008Willits Health HoldingsLLC Northbrook Willits, CA — 490 1,231 500 490 1,731 2,221 652 2011 2008Lufkin Health HoldingsLLC Southland Lufkin, TX — 467 4,644 782 467 5,426 5,893 1,166 1988 2009Lowell Health HoldingsLLC Littleton Littleton, CO — 217 856 1,735 217 2,591 2,808 979 2012 2009Jefferson RalstonHoldings LLC Arvada Arvada, CO — 280 1,230 834 280 2,064 2,344 653 2012 2009Lafayette HealthHoldings LLC Julia Temple Englewood, CO — 1,607 4,222 6,195 1,607 10,417 12,024 3,480 2012 2009Hillendahl HealthHoldings LLC Golden Acres Dallas, TX — 2,133 11,977 1,421 2,133 13,398 15,531 3,531 1984 2009Price Health HoldingsLLC Pinnacle Price, UT — 193 2,209 849 193 3,058 3,251 778 2012 2009Silver Lake HealthHoldings LLC Provo Provo, UT — 2,051 8,362 2,011 2,051 10,373 12,424 2,275 2011 2009Jordan HealthProperties LLC Copper Ridge West Jordan, UT — 2,671 4,244 1,507 2,671 5,751 8,422 1,246 2013 2009Regal Road HealthHoldings LLC Sunview Youngstown,AZ — 767 4,648 729 767 5,377 6,144 1,466 2012 2009Paredes HealthHoldings LLC Alta Vista Brownsville, TX — 373 1,354 190 373 1,544 1,917 335 1969 2009Expressway HealthHoldings LLC Veranda Harlingen, TX — 90 675 430 90 1,105 1,195 308 2011 2009Rio Grande HealthHoldings LLC Grand Terrace McAllen, TX — 642 1,085 870 642 1,955 2,597 615 2012 2009Fifth East HoldingsLLC Paramount Salt Lake City,UT — 345 2,464 1,065 345 3,529 3,874 970 2011 2009Emmett HealthcareHoldings LLC River's Edge Emmet, ID — 591 2,383 69 591 2,452 3,043 576 1972 2010Burley HealthcareHoldings LLC Parke View Burley, ID — 250 4,004 424 250 4,428 4,678 1,159 2011 2010Josey Ranch HealthcareHoldings LLC Heritage Gardens Carrollton, TX — 1,382 2,293 478 1,382 2,771 4,153 650 1996 2010Everglades HealthHoldings LLC Victoria Ventura Ventura, CA — 1,847 5,377 682 1,847 6,059 7,906 1,285 1990 2011Irving Health HoldingsLLC Beatrice Manor Beatrice, NE — 60 2,931 245 60 3,176 3,236 723 2011 2011Falls City HealthHoldings LLC Careage Estates of FallsCity Falls City, NE — 170 2,141 82 170 2,223 2,393 459 1972 2011Gillette Park HealthHoldings LLC Careage of Cherokee Cherokee, IA — 163 1,491 12 163 1,503 1,666 393 1967 2011Gazebo Park HealthHoldings LLC Careage of Clarion Clarion, IA — 80 2,541 97 80 2,638 2,718 719 1978 2011Oleson Park HealthHoldings LLC Careage of Ft. Dodge Ft. Dodge, IA — 90 2,341 759 90 3,100 3,190 1,020 2012 2011Arapahoe HealthHoldings LLC Oceanview Texas City, TX — 158 4,810 759 128 5,599 5,727 1,366 2012 2011Dixie Health HoldingsLLC Hurricane Hurricane, UT — 487 1,978 98 487 2,076 2,563 353 1978 2011Memorial HealthHoldings LLC Pocatello Pocatello, ID — 537 2,138 698 537 2,836 3,373 750 2007 2011Bogardus HealthHoldings LLC Whittier East Whittier, CA — 1,425 5,307 1,079 1,425 6,386 7,811 1,611 2011 2011South Dora HealthHoldings LLC Ukiah Ukiah, CA — 297 2,087 1,621 297 3,708 4,005 1,840 2013 2011Silverada HealthHoldings LLC Rosewood Reno, NV — 1,012 3,282 103 1,012 3,385 4,397 537 1970 2011Orem Health HoldingsLLC Orem Orem, UT — 1,689 3,896 3,235 1,689 7,131 8,820 2,079 2011 2011Renee Avenue HealthHoldings LLC Monte Vista Pocatello, ID — 180 2,481 966 180 3,447 3,627 770 2013 2012F-35Stillhouse HealthHoldings LLC Stillhouse Paris, TX — 129 7,139 6 129 7,145 7,274 702 2009 2012Fig Street HealthHoldings LLC Palomar Vista Escondido, CA — 329 2,653 1,094 329 3,747 4,076 1,334 2007 2012Lowell Lake HealthHoldings LLC Owyhee Owyhee, ID — 49 1,554 29 49 1,583 1,632 200 1990 2012Queensway HealthHoldings LLC Atlantic Memorial Long Beach, CA — 999 4,237 2,331 999 6,568 7,567 2,542 2008 2012Long Beach HealthAssociates LLC Shoreline Long Beach, CA — 1,285 2,343 2,172 1,285 4,515 5,800 1,410 2013 2012Kings Court HealthHoldings LLC Richland Hills Ft. Worth, TX — 193 2,311 318 193 2,629 2,822 396 1965 201251st Avenue HealthHoldings LLC Legacy Amarillo, TX — 340 3,925 32 340 3,957 4,297 552 1970 2013Ives Health HoldingsLLC San Marcos San Marcos, TX — 371 2,951 274 371 3,225 3,596 421 1972 2013Guadalupe HealthHoldings LLC The Courtyard (VictoriaEast) Victoria, TX — 80 2,391 15 80 2,406 2,486 258 2013 201349th Street HealthHoldings LLC Omaha Omaha, NE — 129 2,418 24 129 2,442 2,571 382 1960 2013Willows HealthHoldings LLC Cascade Vista Redmond, WA — 1,388 2,982 202 1,388 3,184 4,572 565 1970 2013Tulalip Bay HealthHoldings LLC Mountain View Marysville, WA — 1,722 2,642 (980) 742 2,642 3,384 396 1966 2013CTR Partnership, L.P. Bethany RehabilitationCenter Lakewood, CO — 1,668 15,375 56 1,668 15,431 17,099 1,125 1989 2015CTR Partnership, L.P. Mira Vista Care Center Mount Vernon,WA — 1,601 7,425 — 1,601 7,425 9,026 510 1989 2015CTR Partnership, L.P. Shoreline Health andRehabilitation Center Shoreline, WA — 1,462 5,034 — 1,462 5,034 6,496 325 1987 2015CTR Partnership, L.P. Shamrock Nursing andRehabilitation Center Dublin, GA — 251 7,855 — 251 7,855 8,106 491 2010 2015CTR Partnership, L.P. Pristine Senior Livingof Beavercreek Beavercreek,OH — 892 17,159 — 892 17,159 18,051 965 2014 2015CTR Partnership, L.P. Premier Estates ofCincinnati-Riverside Cincinnati, OH — 284 11,104 — 284 11,104 11,388 625 2012 2015CTR Partnership, L.P. Premier Estates ofCincinnati-Riverview Cincinnati, OH — 833 18,086 68 833 18,154 18,987 1,025 1992 2015CTR Partnership, L.P. Premier Estates ofThree Rivers Cincinnati, OH — 1,091 16,151 — 1,091 16,151 17,242 908 1967 2015CTR Partnership, L.P. Pristine Senior Livingof Englewood Englewood, OH — 1,014 18,541 57 1,014 18,598 19,612 1,051 1962 2015CTR Partnership, L.P. Pristine Senior Livingof Portsmouth Portsmouth, OH — 282 9,726 63 282 9,789 10,071 555 2008 2015CTR Partnership, L.P. Pristine Senior Livingof Toledo Toledo, OH — 93 10,365 — 93 10,365 10,458 583 2007 2015CTR Partnership, L.P. Premier Estates ofOxford Oxford, OH — 211 8,772 27 211 8,799 9,010 497 1970 2015CTR Partnership, L.P. Pristine Senior Livingof Bellbrook Bellbrook, OH — 214 2,573 — 214 2,573 2,787 145 2003 2015CTR Partnership, L.P. Pristine Senior Livingof Xenia Xenia, OH — 205 3,564 — 205 3,564 3,769 200 1981 2015CTR Partnership, L.P. Pristine Senior Livingof Jamestown Jamestown, OH — 266 4,725 22 266 4,747 5,013 269 1967 2015CTR Partnership, L.P. Casa de Paz Health CareCenter Sioux City, IA — 119 7,727 — 119 7,727 7,846 370 1974 2016F-36CTR Partnership, L.P. Denison Care Center Denison, IA — 96 2,784 — 96 2,784 2,880 133 2015 2016CTR Partnership, L.P. Garden View Care Center Shenandoah, IA — 105 3,179 — 105 3,179 3,284 152 2013 2016CTR Partnership, L.P. Grandview Health CareCenter Dayton, IA — 39 1,167 — 39 1,167 1,206 56 2014 2016CTR Partnership, L.P. Grundy Care Center Grundy Center,IA — 65 1,935 — 65 1,935 2,000 93 2011 2016CTR Partnership, L.P. Iowa City Rehab andHealth Care Center Iowa City, IA — 522 5,690 — 522 5,690 6,212 273 2014 2016CTR Partnership, L.P. Lenox Care Center Lenox, IA — 31 1,915 — 31 1,915 1,946 92 2012 2016CTR Partnership, L.P. Osage Rehabilitation andHealth Care Center Osage, IA — 126 2,255 — 126 2,255 2,381 108 2014 2016CTR Partnership, L.P. Pleasant Acres CareCenter Hull, IA — 189 2,544 — 189 2,544 2,733 122 2014 2016CTR Partnership, L.P. Cedar Falls Health CareCenter Cedar Falls, IA — 324 4,366 — 324 4,366 4,690 191 2015 2016CTR Partnership, L.P. Premier Estates ofHighlands Norwood, OH — 364 2,199 12 364 2,211 2,575 97 2012 2016CTR Partnership, L.P. Shaw Mountain atCascadia Boise, ID — 1,801 6,572 395 1,801 6,967 8,768 297 1989 2016CTR Partnership, L.P. The Oaks Petaluma, CA — 3,646 2,873 110 3,646 2,983 6,629 105 2015 2016CTR Partnership, L.P. Arbor Nursing Center Lodi, CA — 768 10,712 — 768 10,712 11,480 379 1982 2016CTR Partnership, L.P. Broadmoor MedicalLodge - Rockwall Rockwall, TX — 1,232 22,152 — 1,232 22,152 23,384 600 1984 2016CTR Partnership, L.P. Senior Care Health andRehabilitation – Decatur Decatur, TX — 990 24,909 — 990 24,909 25,899 675 2013 2016CTR Partnership, L.P. Royse City Health andRehabilitation Center Royse City, TX — 606 14,660 — 606 14,660 15,266 397 2009 2016CTR Partnership, L.P. Saline Care Nursing &Rehabilitation Center Harrisburg, IL — 1,022 5,713 — 1,022 5,713 6,735 119 1968 2017CTR Partnership, L.P. Carrier Mills Nursing &Rehabilitation Center Carrier Mills, IL — 775 8,377 — 775 8,377 9,152 175 1968 2017CTR Partnership, L.P. StoneBridge Nursing &Rehabilitation Center Benton, IL — 439 3,475 — 439 3,475 3,914 72 2014 2017CTR Partnership, L.P. DuQuoin Nursing &Rehabilitation Center DuQuoin, IL — 511 3,662 — 511 3,662 4,173 76 2014 2017CTR Partnership, L.P. Pinckneyville Nursing &Rehabilitation Center Pinckneyville,IL — 406 3,411 — 406 3,411 3,817 71 2014 2017CTR Partnership, L.P. HOLLY LANEREHABILITATIONAND HEALTHCARECENTER Nampa, ID — 774 5,044 — 774 5,044 5,818 84 2011 2017CTR Partnership, L.P. THE RIO AT FOXHOLLOW Brownsville, TX — 1,178 12,059 — 1,178 12,059 13,237 176 2016 2017F-37CTR Partnership,L.P. THE RIO ATCABEZON Albuquerque,NM — 2,055 9,749 — 2,055 9,749 11,804 142 2016 2017CTR Partnership,L.P. Eldorado Rehab &Healthcare Eldorado, IL — 940 2,093 — 940 2,093 3,033 26 1993 2017CTR Partnership,L.P. Mountain ViewRehabiliation andHealthcare Center Portland, OR — 1,481 2,216 — 1,481 2,216 3,697 27 2012 2017CTR Partnership,L.P. Kindred Nursing andRehabilitation –Mountain Valley Kellogg, ID — 916 7,874 — 916 7,874 8,790 65 1971 2017CTR Partnership,L.P. Kindred Nursing andRehabilitation –Caldwell Caldwell, ID — 906 7,020 — 906 7,020 7,926 59 1947 2017CTR Partnership,L.P. Kindred Nursing andRehabilitation –Canyon West Caldwell, ID — 312 10,410 — 312 10,410 10,722 87 1969 2017CTR Partnership,L.P. Kindred TransitionalCare andRehabilitation -Lewiston Lewiston, ID — 625 12,087 — 625 12,087 12,712 75 1964 2017CTR Partnership,L.P. Kindred Nursing andRehabilitation -Nampa Nampa, ID — 785 8,923 — 785 8,923 9,708 56 1958 2017CTR Partnership,L.P. Kindred Nursing andRehabilitation -Weiser Weiser, ID — 80 4,419 — 80 4,419 4,499 28 1964 2017CTR Partnership,L.P. Kindred Nursing andRehabilitation –Aspen Park Moscow, ID — 698 5,092 — 698 5,092 5,790 32 1965 2017CTR Partnership,L.P. Ridgmar MedicalLodge Fort Worth, TX — 681 6,587 — 681 6,587 7,268 55 2006 2017CTR Partnership,L.P. Mansfield MedicalLodge Mansfield, TX — 607 4,801 — 607 4,801 5,408 40 2006 2017CTR Partnership,L.P. Grapevine MedicalLodge Grapevine, TX — 1,602 4,536 — 1,602 4,536 6,138 38 2006 2017CTR Partnership,L.P. Victory Rehabilitationand Healthcare Center Battle Ground,WA — 320 500 — 320 500 820 4 2012 2017CTR Partnership,L.P. The Oaks at ForestBay Seattle, WA — 6,347 815 — 6,347 815 7,162 5 1997 2017CTR Partnership,L.P. The Oaks atLakewood Tacoma, WA — 1,000 1,779 — 1,000 1,779 2,779 11 1989 2017CTR Partnership,L.P. The Oaks atTimberline Vancouver, WA — 445 869 — 445 869 1,314 5 1972 2017CTR Partnership,L.P. Providence WatermanNursing Center San Bernardino,CA — 3,831 19,791 — 3,831 19,791 23,622 124 1967 2017CTR Partnership,L.P. Providence OrangeTree Riverside, CA — 2,897 14,700 — 2,897 14,700 17,597 92 1969 2017CTR Partnership,L.P. Providence Ontario Ontario, CA — 4,204 21,880 — 4,204 21,880 26,084 136 1980 2017CTR Partnership,L.P. Greenville Nursing &Rehabilitation Center Greenville, IL — 188 3,972 — 188 3,972 4,160 10 1973 2017 — 113,098 672,815 80,996 112,088 754,821 866,909 111,561 F-38Multi-ServiceCampus Properties: Ensign SouthlandLLC Southland Care Norwalk, CA — 966 5,082 2,213 966 7,295 8,261 4,366 2011 1999Sky Holdings AZLLC Bella Vita (Desert Sky) Glendale, AZ — 289 1,428 1,752 289 3,180 3,469 1,678 2004 2002Lemon RiverHoldings LLC Plymouth Tower Riverside, CA — 494 1,159 4,853 494 6,012 6,506 2,580 2012 2009Wisteria HealthHoldings LLC Wisteria Abilene, TX — 746 9,903 290 746 10,193 10,939 1,696 2008 2011Mission CCRC LLC St. Joseph's Villa Salt Lake City,UT — 1,962 11,035 464 1,962 11,499 13,461 2,394 1994 2011Wayne HealthHoldings LLC Careage of Wayne Wayne, NE — 130 3,061 122 130 3,183 3,313 677 1978 20114th Street HoldingsLLC West Bend Care Center West Bend, IA — 180 3,352 — 180 3,352 3,532 678 2006 2011Big Sioux RiverHealth Holdings LLC Hillcrest Health Hawarden, IA — 110 3,522 75 110 3,597 3,707 679 1974 2011Prairie HealthHoldings LLC Colonial Manor ofRandolph Randolph, NE — 130 1,571 22 130 1,593 1,723 518 2011 2011Salmon River HealthHoldings LLC Discovery Care Center Salmon, ID — 168 2,496 — 168 2,496 2,664 338 2012 2012CTR Partnership,L.P. Pristine Senior Living ofDayton-Centerville Dayton, OH — 3,912 22,458 90 3,912 22,548 26,460 1,275 2007 2015CTR Partnership,L.P. Pristine Senior Living ofWillard Willard, OH — 143 11,097 50 143 11,147 11,290 630 1985 2015CTR Partnership,L.P. Premier Estates ofMiddletown/PremierRetirement Estates ofMiddletown Middletown,OH — 990 7,484 67 990 7,551 8,541 430 1985 2015CTR Partnership,L.P. Premier Estates ofNorwoodTowers/PremierRetirement Estates ofNorwood Towers Norwood, OH — 1,316 10,071 4 1,316 10,075 11,391 441 1991 2016CTR Partnership,L.P. Turlock Nursing andRehabilitation Center Turlock, CA — 1,258 16,526 — 1,258 16,526 17,784 585 1986 2016CTR Partnership,L.P. Senior Care Health &The Residences Bridgeport, TX — 980 27,917 — 980 27,917 28,897 756 2014 2016 — 13,774 138,162 10,002 13,774 148,164 161,938 19,721 Assisted andIndependent LivingProperties: Avenue N HoldingsLLC Cambridge ALF Rosenburg, TX — 124 2,301 392 124 2,693 2,817 1,092 2007 2006Moenium HoldingsLLC Grand Court Mesa, AZ — 1,893 5,268 1,210 1,893 6,478 8,371 2,768 1986 2007Lafayette HealthHoldings LLC Chateau Des Mons Englewood, CO — 420 1,160 189 420 1,349 1,769 315 2011 2009Expo Park HealthHoldings LLC Canterbury Gardens Aurora, CO — 570 1,692 248 570 1,940 2,510 601 1986 2010Wisteria HealthHoldings LLC Wisteria IND Abilene, TX — 244 3,241 81 244 3,322 3,566 916 2008 2011Everglades HealthHoldings LLC Lexington Ventura, CA — 1,542 4,012 113 1,542 4,125 5,667 636 1990 2011Flamingo HealthHoldings LLC Desert Springs ALF Las Vegas, NV — 908 4,767 281 908 5,048 5,956 1,722 1986 201118th Place HealthHoldings LLC Rose Court Phoenix, AZ — 1,011 2,053 490 1,011 2,543 3,554 621 1974 2011Boardwalk HealthHoldings LLC Park Place Reno, NV — 367 1,633 51 367 1,684 2,051 337 1993 2012Willows HealthHoldings LLC Cascade Plaza Redmond, WA — 2,835 3,784 395 2,835 4,179 7,014 740 2013 2013Lockwood HealthHoldings LLC Santa Maria Santa Maria,CA — 1,792 2,253 585 1,792 2,838 4,630 753 1967 2013F-39Saratoga HealthHoldings LLC Lake Ridge Orem, UT — 444 2,265 176 444 2,441 2,885 287 1995 2013CTR Partnership, L.P. Lily & Syringa ALF Idaho Falls, ID — 70 2,674 — 70 2,674 2,744 206 1995 2014CTR Partnership, L.P. Caring Hearts Pocatello, ID — 80 3,404 — 80 3,404 3,484 263 2008 2014CTR Partnership, L.P. Turtle & Crain ALF Idaho Falls, ID — 110 5,427 — 110 5,427 5,537 418 2013 2014CTR Partnership, L.P. Prelude Cottages ofWoodbury Woodbury, MN — 430 6,714 — 430 6,714 7,144 504 2011 2014CTR Partnership, L.P. English MeadowsSenior LivingCommunity Christiansburg,VA — 250 6,114 3 250 6,117 6,367 459 2011 2014CTR Partnership, L.P. Bristol Court AssistedLiving Saint Petersburg,FL — 645 7,322 — 645 7,322 7,967 458 2010 2015CTR Partnership, L.P. Asbury Place AssistedLiving Pensacola, FL — 212 4,992 — 212 4,992 5,204 291 1997 2015CTR Partnership, L.P. New Haven AssistedLiving of San Angelo San Angelo, TX — 284 4,478 — 284 4,478 4,762 215 2012 2016CTR Partnership, L.P. Priority Life Care ofFort Wayne Fort Wayne, IN — 452 8,703 — 452 8,703 9,155 399 2015 2016CTR Partnership, L.P. Priority Life Care ofWest Allis West Allis, WI — 97 6,102 — 97 6,102 6,199 279 2013 2016CTR Partnership, L.P. Priority Life Care ofBaltimore Baltimore, MD — — 3,697 — — 3,697 3,697 169 2014 2016CTR Partnership, L.P. Fort Myers AssistedLiving Fort Myers, FL — 1,489 3,531 — 1,489 3,531 5,020 162 1980 2016CTR Partnership, L.P. English MeadowsElks Home Campus Bedford, VA — 451 9,023 142 451 9,165 9,616 386 2014 2016CTR Partnership, L.P. Croatan Village New Bern, NC — 312 6,919 — 312 6,919 7,231 288 2010 2016CTR Partnership, L.P. Countryside Village Pikeville, NC — 131 4,157 — 131 4,157 4,288 173 2011 2016CTR Partnership, L.P. The Pines ofClarkston Village ofClarkston, MI — 603 9,326 — 603 9,326 9,929 369 2010 2016CTR Partnership, L.P. The Pines ofGoodrich Goodrich, MI — 241 4,112 — 241 4,112 4,353 162 2014 2016CTR Partnership, L.P. The Pines of Burton Burton, MI — 492 9,199 — 492 9,199 9,691 364 2014 2016CTR Partnership, L.P. The Pines of Lapeer Lapeer, MI — 302 5,773 — 302 5,773 6,075 228 2008 2016CTR Partnership, L.P. Arbor Place Lodi, CA — 392 3,605 — 392 3,605 3,997 128 1984 2016CTR Partnership, L.P. Applewood ofBrookfield Brookfield, WI — 493 14,002 — 493 14,002 14,495 321 2013 2017CTR Partnership, L.P. Applewood of NewBerlin New Berlin, WI — 356 10,812 — 356 10,812 11,168 248 2016 2017CTR Partnership, L.P. Tangerine Cove ofBrooksville Brooksville, FL — 995 927 — 995 927 1,922 15 1984 2017CTR Partnership, L.P. Memory CareCottages in WhiteBear Lake White BearLake, MN — 1,611 5,633 — 1,611 5,633 7,244 70 2016 2017CTR Partnership, L.P. Amerisist of Culpeper Culpepper, VA — 318 3,897 — 318 3,897 4,215 27 1997 2017CTR Partnership, L.P. Amerisist of Louisa Louisa, VA — 407 4,660 — 407 4,660 5,067 33 2002 2017CTR Partnership, L.P. Amerisist ofWarrenton Warrenton, VA — 1,238 7,247 — 1,238 7,247 8,485 50 1999 2017 — 24,611 196,879 4,356 24,611 201,235 225,846 17,473 Independent LivingProperties: Hillendahl HealthHoldings LLC Cottages at GoldenAcres Dallas, TX — 315 1,769 302 315 2,071 2,386 979 1984 2009F-40Mission CCRC LLC St. Joseph's VillaIND Salt LakeCity, UT — 411 2,312 158 411 2,470 2,881 891 1994 2011Hillview HealthHoldings LLC Lakeland Hills ALF Dallas, TX — 680 4,872 972 680 5,844 6,524 1,560 1996 2011 — 1,406 8,953 1,432 1,406 10,385 11,791 3,430 — $152,889 $1,016,809 $96,786 $151,879 $1,114,605 $1,266,484 $152,185 (1) The aggregate cost of real estate for federal income tax purposes was $1.3 billion.F-41SCHEDULE IIIREAL ESTATE ASSETS AND ACCUMULATED DEPRECIATIONDECEMBER 31, 2017(dollars in thousands) Year Ended December 31,Real estate: 2017 2016 2015Balance at the beginning of the period $986,215 $718,764 $492,486Acquisitions 280,477 270,601 226,078Improvements 744 726 230Sales of real estate (952) (3,876) (30)Balance at the end of the period $1,266,484 $986,215 $718,764Accumulated depreciation: Balance at the beginning of the period $(121,797) $(97,667) $(78,897)Depreciation expense (30,493) (25,001) (18,770)Sales of real estate 105 871 —Balance at the end of the period $(152,185) $(121,797) $(97,667)F-42SCHEDULE IVMORTGAGE LOAN ON REAL ESTATEDECEMBER 31, 2017(dollars in thousands)Description Contractual InterestRate Maturity Date Periodic PaymentTerms Prior Liens Principal Balance Book Value Mortgage: Providence Group 9.0% 2020 (1) $— $12,517 $12,399 Loan Loss Allowance — — — $— $12,517 $12,399(1) Commencing on November 1, 2017 and on the first day of each calendar month thereafter.Changes in mortgage loans are summarized as follows: Year Ended December 31, 2017 2016 2015 Balance at beginning of period $— $— $—Additions during period: New mortgage loan 12,542 — —Interest income added to principal — —Deductions during period: Paydowns/Repayments (25) — —Balance at end of the period $12,517 $— $—F-43EXHIBIT 21.1LIST OF SUBSIDIARIES OF CARETRUST REIT, INC.*1.CareTrust GP, LLC** 51.Long Beach Health Associates LLC2.CTR Partnership, L.P.** 52.Lowell Health Holdings LLC3.CareTrust Capital Corp.** 53.Lowell Lake Health Holdings LLC4.18th Place Health Holdings LLC 54.Lufkin Health Holdings LLC5.49th Street Health Holdings LLC 55.Meadowbrook Health Associates LLC6.4th Street Holdings LLC 56.Memorial Health Holdings LLC7.51st Avenue Health Holdings LLC 57.Mesquite Health Holdings LLC8.Anson Health Holdings LLC 58.Mission CCRC LLC9.Arapahoe Health Holdings LLC 59.Moenium Holdings LLC10.Arrow Tree Health Holdings LLC 60.Mountainview Communitycare LLC11.Avenue N Holdings LLC 61.Northshore Healthcare Holdings LLC12.Big Sioux River Health Holdings LLC 62.Oleson Park Health Holdings LLC13.Boardwalk Health Holdings LLC 63.Orem Health Holdings LLC14.Bogardus Health Holdings LLC 64.Paredes Health Holdings LLC15.Burley Healthcare Holdings LLC 65.Plaza Health Holdings LLC16.Casa Linda Retirement LLC 66.Polk Health Holdings LLC17.Cedar Avenue Holdings LLC 67.Prairie Health Holdings LLC18.Cherry Health Holdings LLC 68.Price Health Holdings LLC19.CM Health Holdings LLC 69.Queen City Health Holdings LLC20.Cottonwood Health Holdings LLC 70.Queensway Health Holdings LLC21.Dallas Independence LLC 71.RB Heights Health Holdings LLC22.Dixie Health Holdings LLC 72.Regal Road Health Holdings LLC23.Emmett Healthcare Holdings LLC 73.Renee Avenue Health Holdings LLC24.Ensign Bellflower LLC 74.Rillito Holdings LLC25.Ensign Highland LLC 75.Rio Grande Health Holdings LLC26.Ensign Southland LLC 76.Salmon River Health Holdings LLC27.Everglades Health Holdings LLC 77.Salt Lake Independence LLC28.Expo Park Health Holdings LLC 78.San Corrine Health Holdings LLC29.Expressway Health Holdings LLC 79.Saratoga Health Holdings LLC30.Falls City Health Holdings LLC 80.Silver Lake Health Holdings LLC31.Fifth East Holdings LLC 81.Silverada Health Holdings LLC32.Fig Street Health Holdings LLC 82.Sky Holdings AZ LLC33.Flamingo Health Holdings LLC 83.Snohomish Health Holdings LLC34.Fort Street Health Holdings LLC 84.South Dora Health Holdings LLC35.Gazebo Park Health Holdings LLC 85.Stillhouse Health Holdings LLC36.Gillette Park Health Holdings LLC 86.Temple Health Holdings LLC37.Golfview Holdings LLC 87.Tenth East Holdings LLC38.Granada Investments LLC 88.Terrace Holdings AZ LLC39.Guadalupe Health Holdings LLC 89.Trinity Mill Holdings LLC40.Hillendahl Health Holdings LLC 90.Trousdale Health Holdings LLC41.Hillview Health Holdings LLC 91.Tulalip Bay Health Holdings LLC42.Irving Health Holdings LLC 92.Valley Health Holdings LLC43.Ives Health Holdings LLC 93.Verde Villa Holdings LLC44.Jefferson Ralston Holdings LLC 94.Wayne Health Holdings LLC45.Jordan Health Properties LLC 95.Willits Health Holdings LLC46.Josey Ranch Healthcare Holdings LLC 96.Willows Health Holdings LLC47.Kings Court Health Holdings LLC 97.Wisteria Health Holdings LLC48.Lafayette Health Holdings LLC 98.CTR Arvada Preferred, LLC**49.Lemon River Holdings LLC 99.CTR Cascadia Preferred, LLC**50.Lockwood Health Holdings LLC *Unless otherwise indicated, the jurisdiction of formation or incorporation, as applicable, of each of the subsidiaries listed herein is Nevada.**Formed or incorporated in Delaware.Exhibit 23.1Consent of Independent Registered Public Accounting FirmWe consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-196634) pertaining to the Incentive Award Plan ofCareTrust REIT, Inc. and Form S-3 (No. 333-217670) of CareTrust REIT, Inc., of our reports dated February 27, 2018, with respect to the consolidatedfinancial statements and schedules of CareTrust REIT, Inc. and the effectiveness of internal control over financial reporting of CareTrust REIT Inc., includedin this Annual Report (Form 10-K) for the year ended December 31, 2017./s/ ERNST & YOUNG LLPIrvine, CaliforniaFebruary 27, 2018Exhibit 31.1CERTIFICATIONI, Gregory K. Stapley, certify that:1. I have reviewed this Annual Report on Form 10-K of CareTrust REIT, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. By: /s/ Gregory K. Stapley Gregory K. Stapley President and Chief Executive OfficerDate: February 27, 2018Exhibit 31.2CERTIFICATIONI, William M. Wagner, certify that:1. I have reviewed this Annual Report on Form 10-K of CareTrust REIT, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared;(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles;(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscalquarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control overfinancial reporting. By: /s/ William M. Wagner William M. Wagner Chief Financial Officer, Treasurer and SecretaryDate: February 27, 2018Exhibit 32Certification of Chief Executive Officer andChief Financial Officer Pursuant to18 U.S.C. Section 1350, As Adopted Pursuant toSection 906 of the Sarbanes-Oxley Act of 2002In connection with the Annual Report on Form 10-K of CareTrust REIT, Inc. (the “Company”) for the fiscal year ended December 31, 2017, as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), Gregory K. Stapley, as President and Chief Executive Officer of the Company, andWilliam M. Wagner, as Chief Financial Officer, Treasurer and Secretary of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Gregory K. StapleyName: Gregory K. StapleyTitle: President and Chief Executive OfficerDate: February 27, 2018 /s/ William M. WagnerName: William M. WagnerTitle: Chief Financial Officer, Treasurer and SecretaryDate: February 27, 2018The foregoing certification is being furnished pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities ExchangeAct of 1934, as amended, or otherwise subject to the liability of that section, and it is not to be incorporated by reference into any filing of the Company,regardless of any general incorporation language in such filing.

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