ctre-20210930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36181

CareTrust REIT, Inc.

(Exact name of registrant as specified in its charter)


Maryland						46-3999490
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

905 Calle Amanecer, Suite 300, San Clemente, CA						92673
(Address of principal executive offices)						(Zip Code)

(949) 542-3130

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	CTRE	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate 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 preceding 12 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 ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No

Indicate 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 growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

As of November 5, 2021, there were 97,032,846 shares of common stock outstanding.

Table of Contents

INDEX


PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Income Statements	2
	Condensed Consolidated Statements of Equity	3
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 6.	Exhibits	33
	Signatures	34

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CARETRUST REIT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(Unaudited)


	September 30, 2021		December 31, 2020
Assets:
Real estate investments, net	$	1,590,418	$	1,448,099
Other real estate investments	15,150		15,000
Assets held for sale, net	4,891		7,226
Cash and cash equivalents	17,716		18,919

Accounts and other receivables	3,474		1,823
Prepaid expenses and other assets, net	10,710		10,450
Deferred financing costs, net	1,307		2,042
Total assets	$	1,643,666	$	1,503,559
Liabilities and Equity:
Senior unsecured notes payable, net	$	394,063	$	296,669
Senior unsecured term loan, net	199,084		198,925
Unsecured revolving credit facility	80,000		50,000
Accounts payable, accrued liabilities and deferred rent liabilities	26,740		19,572
Dividends payable	26,164		24,251
Total liabilities	726,051		589,417
Commitments and contingencies (Note 10)
Equity:
Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares issued and outstanding as of September 30, 2021 and December 31, 2020	—		—
Common stock, $0.01 par value; 500,000,000 shares authorized, 96,296,673 and 95,215,797 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	963		952
Additional paid-in capital	1,191,204		1,164,402
Cumulative distributions in excess of earnings	(274,552)		(251,212)
Total equity	917,615		914,142
Total liabilities and equity	$	1,643,666	$	1,503,559

See accompanying notes to condensed consolidated financial statements.

Table of Contents

CARETRUST REIT, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(in thousands, except per share amounts)

(Unaudited)


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2021		2020		2021		2020
Revenues:
Rental income	$	48,087	$	45,036	$	141,077	$	130,007

Independent living facilities	—		634		—		1,874
Interest and other income	518		17		1,537		2,314
Total revenues	48,605		45,687		142,614		134,195
Expenses:
Depreciation and amortization	13,968		13,086		41,284		39,485
Interest expense	5,692		5,519		17,988		18,082
Property taxes	1,004		857		2,466		2,179
Independent living facilities	—		568		—		1,660





General and administrative	5,196		4,105		16,136		12,921
Total expenses	25,860		24,135		77,874		74,327
Other loss:
Loss on extinguishment of debt	(10,827)		—		(10,827)		—
Loss on sale of real estate	—		—		(192)		(56)

Total other losses	(10,827)		—		(11,019)		(56)
Net income	$	11,918	$	21,552	$	53,721	$	59,812
Earnings per common share:
Basic	$	0.12	$	0.23	$	0.56	$	0.63
Diluted	$	0.12	$	0.23	$	0.56	$	0.63
Weighted-average number of common shares:
Basic	96,297		95,214		95,922		95,195
Diluted

SEC Form 10-Q filed by CareTrust REIT, Inc.