CareTrust REIT, Inc. (Nasdaq:CTRE) today reported operating results
for the quarter and year ended December 31, 2021, as well as other
recent events.
For the quarter, CareTrust REIT reported:
- 100% of contractual rents
collected;
- Net income of $18.3 million, a
13.3% decrease over the prior year, and net income per share of
$0.19;
- Normalized FFO of $37.3 million,
a 9.0% increase over the prior year, and normalized FFO per share
of $0.39;
- Normalized FAD of $39.8 million,
an 11.5% increase over the prior year, and normalized FAD per share
of $0.41; and
- A quarterly dividend of $0.265
per share, representing a payout ratio of approximately 65% on
normalized FAD.
100% Rent Collection & Continued
Recovery
“We are pleased to report 100% of contractual
rents collected in the quarter, making the full year’s collections
also 100%,” said Dave Sedgwick, CareTrust’s President and Chief
Executive Officer. “The fact that we collected 100% of contractual
rent over the past two years is a testament to the quality of our
investments and our operators, and our team’s ability to manage
needed changes in the portfolio efficiently,” he added. He noted
that 2022 will be a year of continued recovery for the majority of
CareTrust’s operators.
Alluding to the industry-wide delay in occupancy
recovery caused by the Omicron variant and ongoing staffing
shortages, Mr. Sedgwick said, “Despite these challenges, most of
CareTrust’s operators have shifted to offense in terms of being
part of the solution to treat COVID patients and also in terms of
looking to grow again.” However, while noting that provider relief
funding had been helpful in mitigating challenges during the
pandemic for most of CareTrust’s tenants, the latest HHS “Phase 4”
provider relief disbursement “has provided insufficient runway for
a few operators to successfully make the soft landing we have been
hoping for, resulting in 93% of contractual cash rent collected in
January,” he added.
Reinforcing the Foundation
Discussing the Company’s outlook for 2022, Mr.
Sedgwick said, “We see an opportunity now to reinforce the
foundation of this platform for the long term. As we look forward,
not just to next quarter but to the coming years and what we expect
to be significant growth opportunities ahead, COVID has exposed a
few cracks in the foundation for which relief funds no longer
suffice, and that we want to remediate while they are still
relatively small.”
Explaining that the current sellers' market
appears to offer an unprecedented opportunity to de-risk the
portfolio, he disclosed that CareTrust plans to pursue the sale,
re-tenanting, or repurposing of up to 32 assets representing
approximately 10% of contractual cash rent. “Throughout the
pandemic, we have conducted ‘stress-test’ analyses of the portfolio
and identified a handful of operators and properties that we
believe pose an unacceptable risk of default as provider relief
measures come to an end. For these relationships and properties,
we’ve decided to take advantage of the frothy sellers’ market and
remove these cracks and the associated uncertainty from our
foundation,” he added.
“As part of this plan, we are looking at moving into an exciting
new asset class for CareTrust as well – behavioral health,” Mr.
Sedgwick said. “We are cautiously optimistic about the opportunity
to redevelop and repurpose assets into addiction recovery
properties, which we believe would be a higher and better use for
some of our real estate,” he added. Mr. Sedgwick noted that for
certain assets, uses such as behavioral health typically command
higher rents and operate at better lease coverages than seniors
housing. “Repurposing some of our properties would give us the
entry point into behavioral health we’ve been looking for, and give
our team a powerful new asset management tool as we constantly
evaluate ways to strengthen the overall portfolio,” he said.
In summarizing the plan, Mr. Sedgwick concluded,
“We do not intend to play the ‘defer and hope’ game with operators
and properties that have been on our ‘watchlist’ since before the
pandemic. Rather, we intend to take advantage of the sellers’
market, redeploy any proceeds in new investments underwritten for
today’s realities, and use this time to upgrade the risk profile of
our growing portfolio.”
Continued Focus on Growth
During the quarter, CareTrust acquired two
vacant seniors housing and memory care properties for $12.4
million, inclusive of transaction costs, in New Jersey. It is
anticipated that the two properties, once licensed, will be leased
to a new operator at a stabilized yield consistent with historical
yields. The acquisition was funded using cash on hand.
Subsequent to quarter end, CareTrust acquired a
155-bed skilled nursing facility in Ennis, Texas for a purchase
price of $8.9 million, inclusive of transaction costs. The facility
was added to the existing master lease with affiliates of Eduro
Healthcare, who took over operations on February 1, 2022. Annual
cash rent under the Eduro master lease increased by approximately
$815,000 with CPI-based annual rent escalators. The initial term of
Eduro's master lease with CareTrust was also extended by four years
in connection with the transaction. The acquisition was funded
using cash on hand.
Commenting on the challenges and opportunities
associated with growing during a sellers' market, Mark Lamb,
CareTrust’s Chief Investment Officer, said, “The market is as
competitive as we have seen it, but we are optimistic about our
ability to leverage our robust lease coverage with current
operators and our history as value-add providers to buy facilities
at the right basis and provide a ramp to stabilization, if needed.”
He also noted that CareTrust has agreed to partner with a top
lender to invest in a variety of loan products that the Company
expects will provide capital deployment opportunities this year and
into the foreseeable future. “Once the agreement is formalized, we
would expect to fund $50 to $100 million into that vehicle in 2022
at a return in the low- to mid-8% range, and we believe these
investments would also lead to an attractive pipeline of operators
and off-market opportunities for the years to come,” he
concluded.
Guidance Discussion
Chief Financial Officer Bill Wagner noted that
CareTrust stood out among healthcare REITs during the pandemic by
continuing to issue annual guidance in spite of the many operating
headwinds and uncertainty around continued government financial
support. “Given the early stage of today’s announced 2022 asset
management plan, issuing guidance will be postponed until
meaningful progress has been made on the wide range of
possibilities for both proceeds and redeployment of that capital,”
he said.
Financial Results for Quarter and Year
Ended December 31, 2021
Mr. Wagner reported that, for the fourth
quarter, CareTrust generated net income of $18.3 million, or $0.19
per diluted weighted-average common share, normalized FFO of $37.3
million, or $0.39 per diluted weighted-average common share, and
normalized FAD of $39.8 million, or $0.41 per diluted
weighted-average common share. For the year ended December 31,
2021, CareTrust generated net income of $72.0 million, or $0.74 per
diluted weighted-average common share, normalized FFO of $143.9
million, or $1.49 per diluted weighted-average common share, and
normalized FAD of $153.0 million, or $1.59 per diluted
weighted-average common share.
Liquidity
As of quarter end, CareTrust reported net
debt-to-annualized normalized run rate EBITDA of 3.7x, well under
the Company's target leverage range of 4.0x to 5.0x, and a net
debt-to-enterprise value of approximately 23.0%. Mr. Wagner stated
that as of today, the Company had approximately $90 million
outstanding on its $600 million revolving credit line, with no
scheduled debt maturities prior to 2024. He also disclosed that
CareTrust currently has more than $13 million in cash on hand. He
further noted that the Company currently has approximately $476.5
million in available authorization remaining on its at-the-market
equity program. "With substantial availability on our revolver, and
equity markets readily accessible to us at present, we continue to
have a wide range of capital options for funding our opportunistic
growth strategy," said Mr. Wagner.
Dividend Maintained
During the quarter, CareTrust declared a
quarterly dividend of $0.265 per common share. On an annualized
basis, the payout ratio was approximately 68% based on fourth
quarter 2021 normalized FFO, and 65% based on normalized FAD.
Conference Call
A conference call will be held on Thursday,
February 17, 2022, at 1:00 p.m. Eastern Time (10:00 a.m.
Pacific Time), during which CareTrust’s management will discuss
fourth quarter and full year 2021 results, recent developments and
other matters. The dial-in number for this call is (844) 220-4972
(U.S.) or (317) 973-4053 (International). The conference ID number
is 9255636. To listen to the call online, or to view any financial
or other statistical information required by SEC Regulation G,
please visit the Investors section of the CareTrust REIT website at
http://investor.caretrustreit.com. The call will be recorded, and
will be available for replay via the website for 30 days following
the call.
About CareTrustTM
CareTrust REIT, Inc. is a self-administered,
publicly-traded real estate investment trust engaged in the
ownership, acquisition, development and leasing of skilled nursing,
seniors housing and other healthcare-related properties. With a
nationwide portfolio of long-term net-leased properties, and a
growing portfolio of quality operators leasing them, CareTrust REIT
is pursuing both external and organic growth opportunities across
the United States. More information about CareTrust REIT is
available at www.caretrustreit.com.
Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995:
This press release contains, and the related
conference call will include, forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include all statements that are not
historical statements of fact and statements regarding the
Company’s intent, belief or expectations, including, but not
limited to, statements regarding the following: future financial
and financing plans; strategies related to the Company's business
and its portfolio, including plans to sell, re-tenant or repurpose
selected Company assets, the Company's possible expansion into
behavioral health properties and acquisition plans; growth
prospects; operating and financial performance; expectations
regarding the making of distributions and payment of dividends; and
the performance of the Company’s tenants and operators and their
respective facilities.
Words such as “anticipate,” “believe,” “could,”
“expect,” “estimate,” “intend,” “may,” “plan,” “seek,” “should,”
“will,” “would,” and similar expressions, or the negative of these
terms, are intended to identify such forward-looking statements,
though not all forward-looking statements contain these identifying
words. The Company’s forward-looking statements are based on
management’s current expectations and beliefs, and are subject to a
number of risks and uncertainties that could lead to actual results
differing materially from those projected, forecasted or expected.
Although the Company believes that the assumptions underlying these
forward-looking statements are reasonable, they are not guarantees
and the Company can give no assurance that its expectations will be
attained. Factors which could have a material adverse effect on the
Company’s operations and future prospects or which could cause
actual results to differ materially from expectations include, but
are not limited to: (i) the COVID-19 pandemic, including the risk
of additional surges of COVID-19 infections due to the rate of
public acceptance and efficacy of COVID-19 vaccines or to new and
more contagious and/or vaccine resistant variants, and the measures
taken to prevent the spread of COVID-19 and the related impact on
our business or the businesses of our tenants; (ii) the ability and
willingness of our tenants to meet and/or perform their obligations
under the triple-net leases we have entered into with them,
including, without limitation, their respective obligations to
indemnify, defend and hold us harmless from and against various
claims, litigation and liabilities; (iii) the ability of our
tenants to comply with applicable laws, rules and regulations in
the operation of the properties we lease to them; (iv) the ability
and willingness of our tenants to renew their leases with us upon
their expiration, and the ability to reposition our properties on
the same or better terms in the event of nonrenewal or in the event
we replace an existing tenant, as well as any obligations,
including indemnification obligations, we may incur in connection
with the replacement of an existing tenant; (v) the availability of
and the ability to identify (a) tenants who meet our credit and
operating standards, and (b) suitable acquisition opportunities,
and the ability to acquire and lease the respective properties to
such tenants on favorable terms; (vi) the ability to generate
sufficient cash flows to service our outstanding indebtedness;
(vii) access to debt and equity capital markets; (viii) fluctuating
interest rates; (ix) the ability to retain our key management
personnel; (x) the ability to maintain our status as a real estate
investment trust (“REIT”); (xi) changes in the U.S. tax law and
other state, federal or local laws, whether or not specific to
REITs; (xii) other risks inherent in the real estate business,
including potential liability relating to environmental matters and
illiquidity of real estate investments; and (xiii) additional
factors included in our Annual Report on Form 10-K for the year
ended December 31, 2021, including in the section entitled “Risk
Factors” in Item 1A of Part I of such report, as such risk factors
may be amended, supplemented or superseded from time to time by
other reports we file with the SEC.
This press release and the related conference
call provides information about the Company's financial results as
of and for the quarter and year ended December 31, 2021 and is
provided as of the date hereof, unless specifically stated
otherwise. The Company expressly disclaims any obligation to update
or revise any information in this press release or the related
conference call (and replays thereof), including forward-looking
statements, whether to reflect any change in the Company’s
expectations, any change in events, conditions or circumstances, or
otherwise.
As used in this press release or the related
conference call, unless the context requires otherwise, references
to “CTRE,” "CareTrust," “CareTrust REIT” or the “Company” refer to
CareTrust REIT, Inc. and its consolidated subsidiaries. GAAP refers
to generally accepted accounting principles in the United States of
America.
Contact:CareTrust REIT, Inc.(949)
542-3130ir@caretrustreit.com
CARETRUST REIT, INC. |
CONSOLIDATED INCOME STATEMENTS |
(in thousands, except per share data) |
|
For the Three Months EndedDecember 31, |
|
For the Twelve Months EndedDecember 31, |
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
(Unaudited) |
|
|
|
|
Revenues: |
|
|
|
|
|
|
|
Rental income |
$ |
49,118 |
|
|
$ |
43,605 |
|
|
$ |
190,195 |
|
|
$ |
173,612 |
|
Independent living facilities |
|
— |
|
|
|
203 |
|
|
|
— |
|
|
|
2,077 |
|
Interest and other income |
|
619 |
|
|
|
329 |
|
|
|
2,156 |
|
|
|
2,643 |
|
Total revenues |
|
49,737 |
|
|
|
44,137 |
|
|
|
192,351 |
|
|
|
178,332 |
|
Expenses: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
14,056 |
|
|
|
13,275 |
|
|
|
55,340 |
|
|
|
52,760 |
|
Interest expense |
|
5,689 |
|
|
|
5,579 |
|
|
|
23,677 |
|
|
|
23,661 |
|
Property taxes |
|
1,108 |
|
|
|
657 |
|
|
|
3,574 |
|
|
|
2,836 |
|
Independent living facilities |
|
— |
|
|
|
209 |
|
|
|
— |
|
|
|
1,869 |
|
General and administrative |
|
10,738 |
|
|
|
3,381 |
|
|
|
26,874 |
|
|
|
16,302 |
|
Total expenses |
|
31,591 |
|
|
|
23,101 |
|
|
|
109,465 |
|
|
|
97,428 |
|
Other
income (loss): |
|
|
|
|
|
|
|
Loss on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
(10,827 |
) |
|
|
— |
|
Gain (loss) on sale of real estate |
|
115 |
|
|
|
19 |
|
|
|
(77 |
) |
|
|
(37 |
) |
Total other income (loss) |
|
115 |
|
|
|
19 |
|
|
|
(10,904 |
) |
|
|
(37 |
) |
Net
income |
$ |
18,261 |
|
|
$ |
21,055 |
|
|
$ |
71,982 |
|
|
$ |
80,867 |
|
|
|
|
|
|
|
|
|
Earnings
per common share: |
|
|
|
|
|
|
|
Basic |
$ |
0.19 |
|
|
$ |
0.22 |
|
|
$ |
0.74 |
|
|
$ |
0.85 |
|
Diluted |
$ |
0.19 |
|
|
$ |
0.22 |
|
|
$ |
0.74 |
|
|
$ |
0.85 |
|
|
|
|
|
|
|
|
|
Weighted-average number of common shares: |
|
|
|
|
|
|
|
Basic |
|
96,297 |
|
|
|
95,215 |
|
|
|
96,017 |
|
|
|
95,200 |
|
Diluted |
|
96,552 |
|
|
|
95,244 |
|
|
|
96,092 |
|
|
|
95,207 |
|
|
|
|
|
|
|
|
|
Dividends
declared per common share |
$ |
0.265 |
|
|
$ |
0.25 |
|
|
$ |
1.06 |
|
|
$ |
1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CARETRUST REIT, INC. |
RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL
MEASURES |
(in thousands) |
(Unaudited) |
|
|
|
Three Months EndedDecember 31, |
|
Twelve Months EndedDecember 31, |
|
|
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
Net
income |
|
$ |
18,261 |
|
|
$ |
21,055 |
|
|
$ |
71,982 |
|
|
$ |
80,867 |
|
|
Depreciation and
amortization |
|
|
14,056 |
|
|
|
13,275 |
|
|
|
55,340 |
|
|
|
52,760 |
|
|
Interest expense |
|
|
5,689 |
|
|
|
5,579 |
|
|
|
23,677 |
|
|
|
23,661 |
|
|
Amortization of stock-based
compensation |
|
|
5,635 |
|
|
|
971 |
|
|
|
10,832 |
|
|
|
3,790 |
|
EBITDA |
|
|
43,641 |
|
|
|
40,880 |
|
|
|
161,831 |
|
|
|
161,078 |
|
|
Recovery of previously
reversed rent |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,047 |
) |
|
Lease termination revenue |
|
|
— |
|
|
|
(73 |
) |
|
|
(63 |
) |
|
|
(1,179 |
) |
|
Property operating
expenses |
|
|
8 |
|
|
|
— |
|
|
|
8 |
|
|
|
(248 |
) |
|
(Gain) loss on sale of real
estate |
|
|
(115 |
) |
|
|
(19 |
) |
|
|
77 |
|
|
|
37 |
|
|
Non-routine transaction
costs |
|
|
1,418 |
|
|
|
— |
|
|
|
1,418 |
|
|
|
— |
|
|
Loss on extinguishment of
debt |
|
|
— |
|
|
|
— |
|
|
|
10,827 |
|
|
|
— |
|
Normalized
EBITDA |
|
$ |
44,952 |
|
|
$ |
40,788 |
|
|
$ |
174,098 |
|
|
$ |
158,641 |
|
|
|
|
|
|
|
|
|
|
|
Net
income |
|
$ |
18,261 |
|
|
$ |
21,055 |
|
|
$ |
71,982 |
|
|
$ |
80,867 |
|
|
Real estate related
depreciation and amortization |
|
|
14,051 |
|
|
|
13,268 |
|
|
|
55,318 |
|
|
|
52,713 |
|
|
(Gain) loss on sale of real
estate |
|
|
(115 |
) |
|
|
(19 |
) |
|
|
77 |
|
|
|
37 |
|
Funds from
Operations (FFO) |
|
|
32,197 |
|
|
|
34,304 |
|
|
|
127,377 |
|
|
|
133,617 |
|
|
Effect of the senior unsecured
notes payable redemption |
|
|
— |
|
|
|
— |
|
|
|
642 |
|
|
|
— |
|
|
Recovery of previously
reversed rent |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,047 |
) |
|
Lease termination revenue |
|
|
— |
|
|
|
(73 |
) |
|
|
(63 |
) |
|
|
(1,179 |
) |
|
Property operating
expenses |
|
|
8 |
|
|
|
— |
|
|
|
8 |
|
|
|
(248 |
) |
|
Accelerated amortization of
stock-based compensation |
|
|
3,696 |
|
|
|
— |
|
|
|
3,696 |
|
|
|
— |
|
|
Non-routine transaction
costs |
|
|
1,418 |
|
|
|
— |
|
|
|
1,418 |
|
|
|
— |
|
|
Loss on extinguishment of
debt |
|
|
— |
|
|
|
— |
|
|
|
10,827 |
|
|
|
— |
|
Normalized
FFO |
|
$ |
37,319 |
|
|
$ |
34,231 |
|
|
$ |
143,905 |
|
|
$ |
131,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CARETRUST REIT, INC. |
RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL
MEASURES (continued) |
(in thousands, except per share data) |
(Unaudited) |
|
|
|
Three Months EndedDecember 31, |
|
Twelve Months EndedDecember 31, |
|
|
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
Net
income |
|
$ |
18,261 |
|
|
$ |
21,055 |
|
|
$ |
71,982 |
|
|
$ |
80,867 |
|
|
Real estate related
depreciation and amortization |
|
|
14,051 |
|
|
|
13,268 |
|
|
|
55,318 |
|
|
|
52,713 |
|
|
Amortization of deferred
financing fees |
|
|
521 |
|
|
|
488 |
|
|
|
2,022 |
|
|
|
1,950 |
|
|
Amortization of stock-based
compensation |
|
|
5,635 |
|
|
|
971 |
|
|
|
10,832 |
|
|
|
3,790 |
|
|
Straight-line rental
income |
|
|
(6 |
) |
|
|
(12 |
) |
|
|
(32 |
) |
|
|
(77 |
) |
|
(Gain) loss on sale of real
estate |
|
|
(115 |
) |
|
|
(19 |
) |
|
|
77 |
|
|
|
37 |
|
Funds
Available for Distribution (FAD) |
|
|
38,347 |
|
|
|
35,751 |
|
|
|
140,199 |
|
|
|
139,280 |
|
|
Effect of the senior unsecured
notes payable redemption |
|
|
— |
|
|
|
— |
|
|
|
642 |
|
|
|
— |
|
|
Recovery of previously
reversed rent |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1,047 |
) |
|
Lease termination revenue |
|
|
— |
|
|
|
(73 |
) |
|
|
(63 |
) |
|
|
(1,179 |
) |
|
Property operating
expenses |
|
|
8 |
|
|
|
— |
|
|
|
8 |
|
|
|
(248 |
) |
|
Non-routine transaction
costs |
|
|
1,418 |
|
|
|
— |
|
|
|
1,418 |
|
|
|
— |
|
|
Loss on extinguishment of
debt |
|
|
— |
|
|
|
— |
|
|
|
10,827 |
|
|
|
— |
|
Normalized
FAD |
|
$ |
39,773 |
|
|
$ |
35,678 |
|
|
$ |
153,031 |
|
|
$ |
136,806 |
|
|
|
|
|
|
|
|
|
|
|
FFO per
share |
|
$ |
0.33 |
|
|
$ |
0.36 |
|
|
$ |
1.32 |
|
|
$ |
1.40 |
|
Normalized
FFO per share |
|
$ |
0.39 |
|
|
$ |
0.36 |
|
|
$ |
1.49 |
|
|
$ |
1.38 |
|
|
|
|
|
|
|
|
|
|
|
FAD per
share |
|
$ |
0.40 |
|
|
$ |
0.37 |
|
|
$ |
1.46 |
|
|
$ |
1.46 |
|
Normalized
FAD per share |
|
$ |
0.41 |
|
|
$ |
0.37 |
|
|
$ |
1.59 |
|
|
$ |
1.43 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted
average shares outstanding [1] |
|
|
96,646 |
|
|
|
95,429 |
|
|
|
96,309 |
|
|
|
95,346 |
|
|
|
|
|
|
|
|
|
|
|
|
[1] For the
periods presented, the diluted weighted average shares have been
calculated using the treasury stock method. |
|
|
CARETRUST REIT, INC. |
CONSOLIDATED INCOME STATEMENTS - 5 QUARTER
TREND |
(in thousands, except per share data) |
(Unaudited) |
|
Quarter |
Quarter |
Quarter |
Quarter |
Quarter |
|
Ended |
Ended |
Ended |
Ended |
Ended |
|
December 31,2020 |
March 31,2021 |
June 30,2021 |
September 30,2021 |
December 31,2021 |
Revenues: |
|
|
|
|
|
Rental income |
$ |
43,605 |
|
$ |
45,246 |
|
$ |
47,744 |
|
$ |
48,087 |
|
$ |
49,118 |
|
Independent living facilities |
|
203 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Interest and other income |
|
329 |
|
|
505 |
|
|
514 |
|
|
518 |
|
|
619 |
|
Total revenues |
|
44,137 |
|
|
45,751 |
|
|
48,258 |
|
|
48,605 |
|
|
49,737 |
|
Expenses: |
|
|
|
|
|
Depreciation and amortization |
|
13,275 |
|
|
13,473 |
|
|
13,843 |
|
|
13,968 |
|
|
14,056 |
|
Interest expense |
|
5,579 |
|
|
5,762 |
|
|
6,534 |
|
|
5,692 |
|
|
5,689 |
|
Property taxes |
|
657 |
|
|
696 |
|
|
766 |
|
|
1,004 |
|
|
1,108 |
|
Independent living facilities |
|
209 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
General and administrative |
|
3,381 |
|
|
5,142 |
|
|
5,798 |
|
|
5,196 |
|
|
10,738 |
|
Total expenses |
|
23,101 |
|
|
25,073 |
|
|
26,941 |
|
|
25,860 |
|
|
31,591 |
|
Other
income (loss): |
|
|
|
|
Loss on extinguishment of debt |
|
— |
|
|
— |
|
|
— |
|
|
(10,827 |
) |
|
— |
|
Gain (loss) on sale of real estate |
|
19 |
|
|
(192 |
) |
|
— |
|
|
— |
|
|
115 |
|
Total other income (loss) |
|
19 |
|
|
(192 |
) |
|
— |
|
|
(10,827 |
) |
|
115 |
|
Net
income |
$ |
21,055 |
|
$ |
20,486 |
|
$ |
21,317 |
|
$ |
11,918 |
|
$ |
18,261 |
|
|
|
|
|
|
|
Diluted earnings per
share |
$ |
0.22 |
|
$ |
0.21 |
|
$ |
0.22 |
|
$ |
0.12 |
|
$ |
0.19 |
|
|
|
|
|
|
|
Diluted weighted
average shares outstanding |
|
95,244 |
|
|
95,385 |
|
|
96,120 |
|
|
96,297 |
|
|
96,552 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CARETRUST REIT, INC. |
RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL
MEASURES - 5 QUARTER TREND |
(in thousands) |
(Unaudited) |
|
Quarter |
Quarter |
Quarter |
Quarter |
Quarter |
|
Ended |
Ended |
Ended |
Ended |
Ended |
|
December 31,2020 |
March 31,2021 |
June 30,2021 |
September 30,2021 |
December 31,2021 |
|
|
|
|
|
|
Net income |
$ |
21,055 |
|
$ |
20,486 |
|
$ |
21,317 |
|
$ |
11,918 |
|
$ |
18,261 |
|
Depreciation and amortization |
|
13,275 |
|
|
13,473 |
|
|
13,843 |
|
|
13,968 |
|
|
14,056 |
|
Interest expense |
|
5,579 |
|
|
5,762 |
|
|
6,534 |
|
|
5,692 |
|
|
5,689 |
|
Amortization of stock-based compensation |
|
971 |
|
|
1,585 |
|
|
1,810 |
|
|
1,802 |
|
|
5,635 |
|
EBITDA |
|
40,880 |
|
|
41,306 |
|
|
43,504 |
|
|
33,380 |
|
|
43,641 |
|
Lease termination revenue |
|
(73 |
) |
|
(63 |
) |
|
— |
|
|
— |
|
|
— |
|
Property operating expenses |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8 |
|
(Gain) loss on sale of real estate |
|
(19 |
) |
|
192 |
|
|
— |
|
|
— |
|
|
(115 |
) |
Non-routine transaction costs |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,418 |
|
Loss on extinguishment of debt |
|
— |
|
|
— |
|
|
— |
|
|
10,827 |
|
|
— |
|
Normalized
EBITDA |
$ |
40,788 |
|
$ |
41,435 |
|
$ |
43,504 |
|
$ |
44,207 |
|
$ |
44,952 |
|
|
|
|
|
|
|
Net
income |
$ |
21,055 |
|
$ |
20,486 |
|
$ |
21,317 |
|
$ |
11,918 |
|
$ |
18,261 |
|
Real estate related depreciation and amortization |
|
13,268 |
|
|
13,466 |
|
|
13,837 |
|
|
13,964 |
|
|
14,051 |
|
(Gain) loss on sale of real estate |
|
(19 |
) |
|
192 |
|
|
— |
|
|
— |
|
|
(115 |
) |
Funds from Operations
(FFO) |
|
34,304 |
|
|
34,144 |
|
|
35,154 |
|
|
25,882 |
|
|
32,197 |
|
Effect of the senior unsecured notes payable redemption |
|
— |
|
|
— |
|
|
642 |
|
|
— |
|
|
— |
|
Lease termination revenue |
|
(73 |
) |
|
(63 |
) |
|
— |
|
|
— |
|
|
— |
|
Property operating expenses |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8 |
|
Accelerated amortization of stock-based compensation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
3,696 |
|
Non-routine transaction costs |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,418 |
|
Loss on extinguishment of debt |
|
— |
|
|
— |
|
|
— |
|
|
10,827 |
|
|
— |
|
Normalized
FFO |
$ |
34,231 |
|
$ |
34,081 |
|
$ |
35,796 |
|
$ |
36,709 |
|
$ |
37,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CARETRUST REIT, INC. |
RECONCILIATIONS OF NET INCOME TO NON-GAAP FINANCIAL
MEASURES - 5 QUARTER TREND (continued) |
(in thousands, except per share data) |
(Unaudited) |
|
Quarter |
Quarter |
Quarter |
Quarter |
Quarter |
|
Ended |
Ended |
Ended |
Ended |
Ended |
|
December 31,2020 |
March 31,2021 |
June 30,2021 |
September 30,2021 |
December 31,2021 |
|
|
|
|
|
|
Net income |
$ |
21,055 |
|
$ |
20,486 |
|
$ |
21,317 |
|
$ |
11,918 |
|
$ |
18,261 |
|
Real estate related depreciation and amortization |
|
13,268 |
|
|
13,466 |
|
|
13,837 |
|
|
13,964 |
|
|
14,051 |
|
Amortization of deferred financing fees |
|
488 |
|
|
487 |
|
|
495 |
|
|
519 |
|
|
521 |
|
Amortization of stock-based compensation |
|
971 |
|
|
1,585 |
|
|
1,810 |
|
|
1,802 |
|
|
5,635 |
|
Straight-line rental income |
|
(12 |
) |
|
(12 |
) |
|
(8 |
) |
|
(6 |
) |
|
(6 |
) |
(Gain) loss on sale of real estate |
|
(19 |
) |
|
192 |
|
|
— |
|
|
— |
|
|
(115 |
) |
Funds Available for
Distribution (FAD) |
|
35,751 |
|
|
36,204 |
|
|
37,451 |
|
|
28,197 |
|
|
38,347 |
|
Effect of the senior unsecured notes payable redemption |
|
— |
|
|
— |
|
|
642 |
|
|
— |
|
|
— |
|
Lease termination revenue |
|
(73 |
) |
|
(63 |
) |
|
— |
|
|
— |
|
|
— |
|
Property operating expenses |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
8 |
|
Non-routine transaction costs |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,418 |
|
Loss on extinguishment of debt |
|
— |
|
|
— |
|
|
— |
|
|
10,827 |
|
|
— |
|
Normalized
FAD |
$ |
35,678 |
|
$ |
36,141 |
|
$ |
38,093 |
|
$ |
39,024 |
|
$ |
39,773 |
|
|
|
|
|
|
|
FFO per
share |
$ |
0.36 |
|
$ |
0.36 |
|
$ |
0.36 |
|
$ |
0.27 |
|
$ |
0.33 |
|
Normalized FFO per
share |
$ |
0.36 |
|
$ |
0.36 |
|
$ |
0.37 |
|
$ |
0.38 |
|
$ |
0.39 |
|
|
|
|
|
|
|
FAD per
share |
$ |
0.37 |
|
$ |
0.38 |
|
$ |
0.39 |
|
$ |
0.29 |
|
$ |
0.40 |
|
Normalized FAD per
share |
$ |
0.37 |
|
$ |
0.38 |
|
$ |
0.40 |
|
$ |
0.40 |
|
$ |
0.41 |
|
|
|
|
|
|
|
Diluted weighted
average shares outstanding [1] |
|
95,429 |
|
|
95,621 |
|
|
96,366 |
|
|
96,592 |
|
|
96,646 |
|
|
|
|
|
|
|
[1] For the periods presented, the diluted weighted average shares
have been calculated using the treasury stock method. |
|
CARETRUST REIT, INC. |
CONSOLIDATED BALANCE SHEETS |
(in thousands) |
(Unaudited) |
|
|
December 31, 2021 |
|
December 31, 2020 |
Assets: |
|
|
|
|
Real estate
investments, net |
$ |
1,589,971 |
|
|
$ |
1,448,099 |
|
Other real estate
investments |
|
15,155 |
|
|
|
15,000 |
|
Assets held for
sale, net |
|
4,835 |
|
|
|
7,226 |
|
Cash and cash
equivalents |
|
19,895 |
|
|
|
18,919 |
|
Accounts and other
receivables |
|
2,418 |
|
|
|
1,823 |
|
Prepaid expenses
and other assets, net |
|
7,512 |
|
|
|
10,450 |
|
Deferred financing
costs, net |
|
1,062 |
|
|
|
2,042 |
|
|
Total assets |
$ |
1,640,848 |
|
|
$ |
1,503,559 |
|
|
|
|
|
|
Liabilities and Equity: |
|
|
|
Senior unsecured
notes payable, net |
$ |
394,262 |
|
|
$ |
296,669 |
|
Senior unsecured
term loan, net |
|
199,136 |
|
|
|
198,925 |
|
Unsecured
revolving credit facility |
|
80,000 |
|
|
|
50,000 |
|
Accounts payable,
accrued liabilities and deferred rent liabilities |
|
25,408 |
|
|
|
19,572 |
|
Dividends
payable |
|
26,285 |
|
|
|
24,251 |
|
|
Total
liabilities |
|
725,091 |
|
|
|
589,417 |
|
|
|
|
|
|
Equity: |
|
|
|
|
Common stock |
|
963 |
|
|
|
952 |
|
Additional paid-in
capital |
|
1,196,839 |
|
|
|
1,164,402 |
|
Cumulative
distributions in excess of earnings |
|
(282,045 |
) |
|
|
(251,212 |
) |
|
Total
equity |
|
915,757 |
|
|
|
914,142 |
|
|
Total liabilities and
equity |
$ |
1,640,848 |
|
|
$ |
1,503,559 |
|
|
|
|
|
|
|
|
|
|
CARETRUST REIT, INC. |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
(in thousands) |
|
For the Twelve Months EndedDecember 31, |
|
|
2021 |
|
|
|
2020 |
|
Cash flows from operating
activities: |
|
|
|
Net income |
$ |
71,982 |
|
|
$ |
80,867 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
Depreciation and amortization (including below-market ground
leases) |
|
55,394 |
|
|
|
52,819 |
|
Amortization of deferred financing costs |
|
2,052 |
|
|
|
1,950 |
|
Loss on extinguishment of debt |
|
10,827 |
|
|
|
— |
|
Amortization of stock-based compensation |
|
10,832 |
|
|
|
3,790 |
|
Straight-line rental income |
|
(32 |
) |
|
|
(77 |
) |
Noncash interest income |
|
(155 |
) |
|
|
— |
|
Loss on sale of real estate |
|
77 |
|
|
|
37 |
|
Interest income distribution from other real estate investment |
|
— |
|
|
|
1,346 |
|
Change in operating assets and liabilities: |
|
|
|
Accounts and other receivables |
|
(562 |
) |
|
|
825 |
|
Prepaid expenses and other assets, net |
|
399 |
|
|
|
387 |
|
Accounts payable, accrued liabilities and deferred rent
liabilities |
|
6,057 |
|
|
|
3,791 |
|
Net cash provided by operating activities |
|
156,871 |
|
|
|
145,735 |
|
Cash flows from investing
activities: |
|
|
|
Acquisitions of real estate, net of deposits applied |
|
(192,718 |
) |
|
|
(89,650 |
) |
Purchases of equipment, furniture and fixtures and improvements to
real estate |
|
(6,013 |
) |
|
|
(8,297 |
) |
Investment in real estate mortgage and other loans receivable |
|
(1,253 |
) |
|
|
(30,498 |
) |
Principal payments received on real estate mortgage and other loans
receivable |
|
393 |
|
|
|
80,928 |
|
Repayment of other real estate investment |
|
— |
|
|
|
2,327 |
|
Escrow deposits for potential acquisitions of real estate |
|
— |
|
|
|
(3,000 |
) |
Net proceeds from sales of real estate |
|
6,958 |
|
|
|
6,608 |
|
Net cash used in investing activities |
|
(192,633 |
) |
|
|
(41,582 |
) |
Cash flows from financing
activities: |
|
|
|
Proceeds from (costs paid for) the issuance of common stock,
net |
|
22,946 |
|
|
|
(404 |
) |
Proceeds from the issuance of senior unsecured notes payable |
|
400,000 |
|
|
|
— |
|
Borrowings under unsecured revolving credit facility |
|
220,000 |
|
|
|
65,000 |
|
Payments on senior unsecured notes payable |
|
(300,000 |
) |
|
|
— |
|
Payments on unsecured revolving credit facility |
|
(190,000 |
) |
|
|
(75,000 |
) |
Payments on debt extinguishment and deferred financing costs |
|
(14,095 |
) |
|
|
— |
|
Net-settle adjustment on restricted stock |
|
(1,331 |
) |
|
|
(1,996 |
) |
Dividends paid on common stock |
|
(100,782 |
) |
|
|
(93,161 |
) |
Net cash provided by (used in) financing
activities |
|
36,738 |
|
|
|
(105,561 |
) |
Net increase (decrease) in
cash and cash equivalents |
|
976 |
|
|
|
(1,408 |
) |
Cash and cash
equivalents as of the beginning of period |
|
18,919 |
|
|
|
20,327 |
|
Cash and cash
equivalents as of the end of period |
$ |
19,895 |
|
|
$ |
18,919 |
|
|
|
|
|
|
|
|
|
CARETRUST REIT, INC. |
DEBT SUMMARY |
(dollars in thousands) |
(Unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2021 |
|
Interest |
|
Maturity |
|
|
|
% of |
|
Deferred |
|
Net Carrying |
Debt |
Rate |
|
Date |
|
Principal |
|
Principal |
|
Loan Costs |
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rate Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior unsecured notes payable |
3.875 |
% |
|
2028 |
|
$ |
400,000 |
|
|
58.8 |
% |
|
$ |
(5,738 |
) |
|
$ |
394,262 |
|
Floating Rate Debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior unsecured term
loan |
1.601 |
% |
[1] |
2026 |
|
|
200,000 |
|
|
29.4 |
% |
|
|
(864 |
) |
|
|
199,136 |
|
Unsecured revolving credit
facility |
1.201 |
% |
[2] |
2024 |
[3] |
|
80,000 |
|
|
11.8 |
% |
|
|
— |
|
[4] |
|
80,000 |
|
|
1.487 |
% |
|
|
|
|
280,000 |
|
|
41.2 |
% |
|
|
(864 |
) |
|
|
279,136 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
Debt |
2.892 |
% |
|
|
|
$ |
680,000 |
|
|
100.0 |
% |
|
$ |
(6,602 |
) |
|
$ |
673,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
[1] Funds can be
borrowed at applicable LIBOR plus 1.50% to 2.20% or at the Base
Rate (as defined) plus 0.50% to 1.20%. |
[2] Funds can be
borrowed at applicable LIBOR plus 1.10% to 1.55% or at the Base
Rate (as defined) plus 0.10% to 0.55%. |
[3] Maturity date
assumes exercise of two 6-month extension options. |
[4] Deferred
financing fees are not shown net for the unsecured revolving credit
facility and are included in assets on the balance sheet. |
|
Non-GAAP Financial Measures
EBITDA represents net income before interest
expense (including amortization of deferred financing costs),
amortization of stock-based compensation, and depreciation and
amortization. Normalized EBITDA represents EBITDA as further
adjusted to eliminate the impact of certain items that the Company
does not consider indicative of core operating performance, such as
recovery of previously reversed rent, lease termination revenue,
property operating expenses, gains or losses from dispositions of
real estate, real estate impairment charges, provision for loan
losses, non-routine transaction costs, loss on extinguishment of
debt, and provision for doubtful accounts and lease restructuring,
as applicable. EBITDA and Normalized EBITDA do not represent cash
flows from operations or net income as defined by GAAP and should
not be considered an alternative to those measures in evaluating
the Company’s liquidity or operating performance. EBITDA and
Normalized EBITDA do not purport to be indicative of cash available
to fund future cash requirements, including the Company’s ability
to fund capital expenditures or make payments on its indebtedness.
Further, the Company’s computation of EBITDA and Normalized EBITDA
may not be comparable to EBITDA and Normalized EBITDA reported by
other REITs.
Funds from Operations (“FFO”), as defined by the
National Association of Real Estate Investment Trusts (“Nareit”),
and Funds Available for Distribution (“FAD”) are important non-GAAP
supplemental measures of operating performance for a REIT. Because
the historical cost accounting convention used for real estate
assets requires straight-line depreciation except on land, such
accounting presentation implies that the value of real estate
assets diminishes predictably over time. Since real estate values
have historically risen or fallen with market and other conditions,
presentations of operating results for a REIT that uses historical
cost accounting for depreciation could be less informative. Thus,
Nareit created FFO as a supplemental measure of operating
performance for REITs that excludes historical cost depreciation
and amortization, among other items, from net income, as defined by
GAAP.
FFO is defined by Nareit as net income computed
in accordance with GAAP, excluding gains or losses from
dispositions of real estate investments, real estate depreciation
and amortization and real estate impairment charges, and
adjustments for unconsolidated partnerships and joint ventures. The
Company computes FFO in accordance with Nareit’s definition.
FAD is defined as FFO excluding noncash income
and expenses, such as amortization of stock-based compensation,
amortization of deferred financing fees and the effects of
straight-line rent. The Company considers FAD to be a useful
supplemental measure to evaluate the Company’s operating results
excluding these income and expense items to help investors,
analysts and other interested parties compare the operating
performance of the Company between periods or as compared to other
companies on a more consistent basis.
In addition, the Company reports Normalized FFO
and Normalized FAD, which adjust FFO and FAD for certain revenue
and expense items that the Company does not believe are indicative
of its ongoing operating results, such as provision for loan
losses, provision for doubtful accounts and lease restructuring,
loss on extinguishment of debt, recovery of previously reversed
rent, lease termination revenue and property operating expenses. By
excluding these items, investors, analysts and our management can
compare Normalized FFO and Normalized FAD between periods more
consistently.
While FFO, Normalized FFO, FAD and Normalized
FAD are relevant and widely-used measures of operating performance
among REITs, they do not represent cash flows from operations or
net income as defined by GAAP and should not be considered an
alternative to those measures in evaluating the Company’s liquidity
or operating performance. FFO, Normalized FFO, FAD and Normalized
FAD do not purport to be indicative of cash available to fund
future cash requirements.
Further, the Company’s computation of FFO,
Normalized FFO, FAD and Normalized FAD may not be comparable to
FFO, Normalized FFO, FAD and Normalized FAD reported by other REITs
that do not define FFO in accordance with the current Nareit
definition or that interpret the current Nareit definition or
define FAD differently than the Company does.
The Company believes that net income, as defined
by GAAP, is the most appropriate earnings measure. The Company also
believes that the use of EBITDA, Normalized EBITDA, FFO, Normalized
FFO, FAD and Normalized FAD, combined with the required GAAP
presentations, improves the understanding of operating results of
REITs among investors and makes comparisons of operating results
among such companies more meaningful. The Company considers EBITDA
and Normalized EBITDA useful in understanding the Company’s
operating results independent of its capital structure,
indebtedness and other charges that are not indicative of its
ongoing results, thereby allowing for a more meaningful comparison
of operating performance between periods and against other REITs.
The Company considers FFO, Normalized FFO, FAD and Normalized FAD
to be useful measures for reviewing comparative operating and
financial performance because, by excluding gains or losses from
real estate dispositions, impairment charges and real estate
depreciation and amortization, and, for FAD and Normalized FAD, by
excluding noncash income and expenses such as amortization of
stock-based compensation, amortization of deferred financing fees,
and the effects of straight-line rent, FFO, Normalized FFO, FAD and
Normalized FAD can help investors compare the Company’s operating
performance between periods and to other REITs.
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