Good morning. My name is Colby and I will be your conference operator today. At this time, I would like to welcome everyone to the CareTrust REIT Second Quarter 2023 Earnings Conference Call. [Operator Instructions] After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions] Thank you. I will now turn the call over to Lauren Beale, CareTrust’s Senior Vice President and Controller. You may begin.

Thank you and welcome to CareTrust REIT’s second quarter 2023 earnings call. Participants should be aware that this call is being recorded and listeners are advised that any forward-looking statements made on today’s call are based on management’s current expectations, assumptions, and beliefs about CareTrust’s business and the environment in which it operates. These statements may include projections regarding future financial performance, dividends, acquisitions, investments, returns, financings, and other matters and may or may not reference other matters affecting the company’s business or the businesses of its tenants, including factors that are beyond their control, such as natural disasters, pandemics such as COVID-19 and governmental actions. The company’s statements today and its business generally are subject to risks and uncertainties that could cause actual results to materially differ from those expressed or implied herein. Listeners should not place undue reliance on forward-looking statements and are encouraged to review CareTrust’s SEC filings for a more complete discussion of factors that could impact results, as well as any financial or other statistical information required by SEC Regulation G. Except as required by law, CareTrust REIT and its affiliates do not undertake to publicly update or revise any forward-looking statements where changes arise as a result of new information, future events, changing circumstances or for any other reason. During the call, the company will reference non-GAAP metrics such as EBITDA, FFO and FAD or FAD and normalized EBITDA, FFO and FAD. When viewed together with GAAP results, the company believes these measures can provide a more complete understanding of its business, but cautions that they should not be relied upon to the exclusion of GAAP reports. Yesterday, CareTrust filed its Form 10-Q and accompanying press release and its quarterly financial supplement, each of which can be accessed on the Investor Relations section of CareTrust website at www.caretrustreit.com. A replay of this call will also be available on the website for a limited period. On the call this morning are Dave Sedgwick, President, and Chief Executive Officer; Bill Wagner, Chief Financial Officer; and James Callister, Chief Investment Officer. I’ll now turn the call over to Dave Sedgwick, CareTrust REIT’s President, and CEO. Dave?

Well, good morning, everyone, and thank you for joining us. Q2 saw continued positive momentum on many fronts: investments, operator relationships, the existing portfolio, and equity issuance. I'll touch briefly on these and on the regulatory environment before handing the call over to James and Bill to provide more color. First, investments and operator relationships. Investing roughly $200 million at our historic yields across eight transactions with six new operators in one quarter represent some of the best work done in that short amount of time in our history. Last year, with the dearth of attractive acquisition opportunities, we decided to lend more than in years past. Our view of lending is that in most cases, those loans do not directly produce real growth, because of the short-term nature of the returns and the need to immediately recycle the payoffs. However, there is a strategic case for measured lending activity here, if several criteria are met that lead us to believe there will be real growth opportunities with that borrower or operator in the future. In fact, of the roughly $200 million invested in the quarter, a $128 million is an indirect result of last year's lending activities. Capital has not historically been the constraint for us to grow. For CareTrust, the choice of operator has always been the most important consideration for new investments. We are thrilled to welcome six new operators in the quarter. That deeper bench opens up new markets and new opportunities for investment. We are eager to help grow these relationships and continue to expand our existing operator relationships as well. Second, looking at the existing portfolio, last quarter, I gave more color around one skilled nursing operator, not in our top 10 with negative lease coverage that accounted for roughly $5 million of contractual…

Thanks, Dave, and good morning, everyone. I'll start by adding some additional color on the transactions Dave referred to in his remarks and we'll then turn to discussing the current acquisitions market and our deal pipeline. Q2 was an exciting and busy quarter for the acquisitions team at CareTrust. As Dave mentioned, during the quarter we closed eight transactions, seven acquisitions and one mortgage loan. Acquired 12 facilities and added six new operated relationships with a total investment amount for the quarter of approximately $200 million at an initial blended yield of 8.4% and we expect the stabilized yield on these assets after two years to be 9.5%, not including annual CPI based rent escalators. Of the 12 facilities we acquired during this quarter seven are skilled nursing, four are assisted living in memory care, and one of them is a skilled nursing and assisted living campus. We also closed on a $26 million mortgage loan. Several of these transactions closed subsequent to the date of our Q1 earnings call. During June, we closed on a four facility skilled nursing portfolio in Southern California and entered into a 15-year master lease agreement with Lynx Healthcare. Lynx is an established California skilled nursing operator, who we have known and admired for many years. Year one rent under Lynx master lease is approximately $6.8 million increasing to $7.6 million in year two and to $8.9 million in year three, with CPI based annual rent desk escalators thereafter. In June, we also closed three other transactions the acquisition of a 125 bed skilled nursing facility in Katy, Texas, the acquisition of a two facility memory care portfolio in Michigan and Ohio and the funding of a $26 million mortgage loan secured by a skilled nursing assisted living and independent living campus located in…

Thanks James. For the quarter, normalized FFO decreased 2.8% over the prior year quarter to $34.6 million and normalized FAD decreased by 3.6% to $36.1 million. On a per share basis, normalized FFO decreased $0.02 to $0.35 per share, the normalized FAD decreased $0.03 to $0.36 per share. Rental income for the quarter was $47.7 million, compared to $46.2 million in Q1. The increase of $1.6 million is due largely to the following items. First, we received approximately $1.1 million from new investments; second we received approximately $369,000 in CPI bumps; third, tenant reimbursements, which are non-income and FFO producing, because they have a corresponding expense increased $507,000 to $1.2 million. Lastly, these positive items were offset by $202,000 lower cash related to a prior tenant that we've mentioned on the last two calls, a $180,000 lower cash collect collections from existing tenants that are on a cash basis and $63,000 from properties that we have sold. If you exclude the tenant reimbursements amount of $1.2 million, contractual cash rental revenue was $46.5 million for the quarter. Another way to reconcile the contractual cash rent of $46.5 million is to take last quarter supplemental where we disclosed annualized contractual cash rent at 3/31 of a $184.3 million. If you back out the one tenant we've been talking about, who represents about $5.1 million you get an annualized number of a $179.2 million, divide that by four to get a quarterly number of $44.8 million. Add in the $1.1 million of new investments, $280,000 of CPI bumps, $370,000 of cash collected from that one tenant, and you get $46.5 million. There are some other immaterial items in there that net to zero. I'm hope this -- I'm hopeful this helps you better reconcile this number. Interest income was down $635,000, due…

Great. Thanks, Bill. We hope the reports been helpful to you and happy to take your questions now.

[Operator Instructions] Your first question comes from the line of Tao Qiu from Berenberg Capital. Your line is open.

Hey, good morning out there. Congrats on a very active quarter. I think I lost kind of how many transactions that came through, but the street was certainly impressive.

Thank you.

But my first question is on the $5 million tenant, I think last quarter you said was the main reason that keeps you from issuing full-year earnings guidance. The assets have been moved to [Indiscernible] sell. You see some rents this quarter and some more in third quarter. It doesn't seem to be a lot of downside from here. Are there any other variables that we're now considering from a guidance perspective?

Oh, great question. No, I'd say that this tenant and the -- how it ultimately plays out continues to be the primary factor for us in, and not issuing guidance quite yet. The sales price and the amount of rent that is in place is significant enough for us to hold off on guidance at this point.

Got it. And the follow-up on that, I think in Iowa, I saw that Medicare rate rose by $50 in April and I think another $15 in September, so understanding the starting rate in that state is pretty low, but curious why would you choose to sell the assets today rather than kind of seeing through the rate gains?

Yes. The -- we believe that the best path forward for these particular assets is probably a sale, nothing is set in stone at this point. We're negotiating, with the buyer right now. And we think that, that's the best path forward. As we look at the proceeds from that and what a ultimate rent reset would be in the likelihood of being able to turn it around at the existing rent. When you look at all of that, we think that the -- a sale is probably the most advantageous outcome for us.

That's fair. And one last one for me. So on the four ATM sales, how should we think about the settlement schedule? Like, from a modeling perspective, should we expect that to be settling multiple tranches? Just curious how we should build that into our models? Thank you.

This is Bill. I would probably model that as settling it in the third quarter. We would probably hold it out a little bit longer if interest rates weren't where they at -- aren't where they at, but given how high they are, the accretion of holding it out on the forward isn't really there. So we'll probably settle it in Q3, all of it.

Great. Thanks, guys.

Thank you.

Your next question comes from the line of Wes Golladay from Baird. Your line is open.

Hey, guys, are you looking to develop a lot of new relationships and just curious how big the pool is of the high quality operators that are actually looking to monetize assets?

Well, we love that question. When we, you know, one of the things that makes us a little bit unique, I think, is the level of former operator experience that we have here at CareTrust. And so the priority that we give that decision in any investment is really paramount. If you look at the first real big wave of growth that we had, we had found, a number of hungry younger operators, and we placed some pretty good bets on them. And those have, for the most part, really paid out beautifully. And we feel like as we look at this next phase of growth, that's going to come from expanding those existing relationships, but it's also going to require some new ones. And so last year, we made some decisions around human capital here at CareTrust and moved some people over into investments with the express mandate to build that operator bench to find off, off market deals and to find operators that that we don't know. And to see the fruit of that decision and effort happened so quickly, it's been really gratifying to us as we've welcomed in six new operators already. We're not done. So we're going to continue to look for the best of breed operator that have some of the same characteristics as almost successful operators have demonstrated, so that we can have new geographies and new opportunities for growth that, that we haven't quite had in the past.

Okay. And then looking at the balance sheet, I'm just curious how low would you take leverage? And I guess what is the delta between your cost of debt and cost of equity, or would you -- look to issue short-term debt in the near-term at any point? Just curious on how the balance sheet will be going forward.

Yes. This is Bill. I'll take that one. Right now [Technical Difficulty] short-term debt, which is our revolver and our equity is not that great. So as long as we're doing deals at the yields that we're currently doing and our stock price holds that where it's currently at, I think you can assume that we'll continue to issue equity, to match fund these investments as we go and that inevitably will take leverage down, but over time, I think as interest rates call it lower, and we continue to do more investments. We'll probably, use a little bit more, short term debt with that revolver.

Okay. Thanks for the time, everyone.

Thank you.

Your next question comes from the line of Steven Valiquette from Barclays Capital. Your line is open.

Oh, hi. Thanks guys. Thanks for taking the questions. Couple here, I guess first, just based on some of the comments from other health care REITs this quarter. Seems to still be a pretty wide range on sniff transaction valuations either from a, you know, per bed or a cap rate perspective, because the cap rates are maybe, you know, 8.5% to 10.5% range and per bed is anywhere from, you know, $75 to maybe a $125,000, somewhere in there. So just curious to get your thoughts on how you think the industry evaluations are trending directionally right now. And then I got a follow-up on a different topic that I'll ask in a minute, I guess.

Sure, Steven. This is James. You know, I guess, I would say that, first, you know, per bed is really to us useful when the assets really aren't cash flowing. And, you know, the variation in per bed pricing amongst different geographies is really huge. It's just you can go from, you know, some markets trading close to $200,000 a bad to other market trading $30,000 a bed. So it's really all over, I would say, and it's hyper geographical for us as we look at it. I think that there is definitely on the skilled nursing side, you know, an upward trend in yields, that are being used to price the deals. I think that we're, you know, starting in the high-9s or even 10 for beds on skilled nursing. And I think that, as some deals slowly start, you know, that we look at to actually become positive cash flowing, you know, then you do look at the per bed, but you also work super closely with your operator to make sure that you are really trying to dial in a stabilized value that will give them a rent stream they can really be successful with, which can be difficult in today's environment, particularly with labor. I do think, like I said, rates are up in terms of the yield, but cap rates are still pretty much the same as skilled nursing world at around 12.5%.

Okay. Okay, that's helpful. And shifting gears here a little bit, you know, among some of the healthcare, payer, and provider companies that we cover. There's definitely been a buzz that behavioral health demand has accelerated this year. Seems like both from, you know, their per visit basis and but also for a facility based care settings. So I guess in light of that, just looking for, you know, maybe the latest update on the progression some of the facilities that you're repurposing for behavioral? You know, the weather we're close now to some reopenings, how you're feeling about the pace of your strategy around this? And also just thinking about the, page nine in the supplement when you kind of break down the portfolio performance by property category. And when should we think that behavioral might be like a separate category within that? Is that something that might start happening for 2024 or if you guys haven't thought about that yet, but just curious when that might become, you know, an additional category within the, you know, the property type breakdown of performance.

Yes. That's great. So our strategy with respect to behavioral has been to, let's say, shoot some bullets before cannonballs. We want to take a bit of a measured approach and test out the thesis. And so we haven't been super aggressive in trying to grow in that space just to grow, just to do it. Our philosophy for behavioral is exactly the same as it is with skilled nursing, which is we've got to have a conviction in the operator, their model, and have a really strong relationship with them in order to do that. Candidly, we've been so busy with our bread and butter and have seen so many great opportunities with the skilled nursing, seniors housing assets, but that's taken, all of our attention. The conversions that are in place are still tracking. They're coming along. The renovation work is underway. And, those will come online as soon as they are ready. I think early next year, we have had, we came close on a sale leaseback with the behavioral operator this year. They ultimately brought us -- they had brought us in a little bit late into their process and decided to go ahead with the normal financing that they had planned. And so it's still very much an area of interest for us, the priority to identify the best operators in the space, it's a space that's even more fragmented than the skilled nursing space is in terms of operators and building those relationships and finding those best operators is a bit of a challenge, but it's when we're here for. And we want to that segment over time, but it's really going to be dependent on finding those operators and finding the right accretive deals. And so I think until we have a little bit more critical mass, that's when we'll start reporting on that as a separate segment.

Okay. Great. That's definitely a helpful update. Thanks.

Alright. Thank you.

Your next question comes from the line of Michael Carroll from RBC Capital Markets. Your line is open.

Yes, thanks. Dave, I want to touch back on the assets that you have held for sale. I know you said you have one interested buyer into that property, I mean, I guess, what is the level of interest? I mean, are there -- is that -- is the deal going to get done with that one buyer potentially or is there other players, kind of, in the sidelines that aren't there looking at it too?

Yes. We have fielded interest, we are working with a buyer right now. We've been negotiating purchase sale agreement in terms and all of that, that's moving forward pretty well, but we're sort of gotten out on the process, and we have fielded interest from some backup options and plan Bs that, that are a host of, you know, purchasing versus, re-tenanting with a purchase option and different things like that. But we're -- all of our energy right now is really with the group that we are negotiating with.

Okay. And the existing operator, I know they still continue to pay a tiny bit of rent. I guess why are they still paying those small stub pieces of rent and are they interested in buying this portfolio?

Yes. They have expressed interest in that. And I think that, you know, by staying active and engaged in improving the performance there and paying some rent, give them, you know, an advantage position in the negotiations and in our thought process.

Okay. And then what's the timeline should be expecting on this. I know for the past few quarters, you kind of highlighted that you'd have a plan in place and it could get done pretty quickly. I mean, is -- could this get done by the end of the year?

Oh, Mike, I hope so. But given the environment we've been in and that we remain in, transactionally, it's just -- it's the most challenging market for buyers, who have to finance stuff, that we've ever seen. And so I want to -- not make any prediction on the timing on this one.

Okay. And would you provide are you willing to provide seller financing to the buyer?

It's a possibility, you know, our preference would be to have a clean break, but that might be required to get a deal done.

Okay, great. Thank you.

Thanks, Mike.

Your next question comes from the line of Connor Siversky from Wells Fargo. Your line is open.

Hi there. Happy Friday, everyone. Seems to be running out of question ideas here, but maybe taking a more abstract view on underwriting. You know, I'm curious as we've gone through COVID and the risk factors changed dramatically for, you know, skilled nursing. Has your perception of risk in the underwriting framework changed? And I mean that in the context of looking at the risk curve as rates have gone up, would you actually -- would it be reasonable to assume that your underwriting standards have gotten more stringent, following what happened over the past couple years?

It's a great question. And, James, you can correct me if I'm wrong on any of this, but I think the short answer is no. That our underwriting hasn't become more stringent. I think we've always tried and worked at having a very disciplined collaborative underwriting process with our operator. So before we even log in an LOI, we're usually already underwritten the deal together and really tested each other's assumptions and gotten comfortable. And so the process is very similar to what it was pre-pandemic. We just look at things in a bit of a different light, because of the pandemic today. But I still feel like we've been able to be successful even in the midst of the pandemic, underwriting these deals that, that maybe require return. I would point your attention to the investor deck that we put out along with maybe in June, we actually put in a slide there, the case study of a few buildings that we had underwritten with an existing operator. In the middle of the pandemic, I think that we acquired them in 2021, they were not cash flowing. So on underwater, basically, on day one, but we had worked on the pro forma together, and we as former operators feel like we can feasibility test that pretty well. The improvement from day one in place negative or under 1 times coverage to just about 18-months later was really impressive, a lot of the investments that we've done this year, kind of, followed that same model where these buildings haven't been fully stabilized, perfect, anywhere, you know, only place to go is down. Now there's been quite a bit of upside in them. And so, I think, Connor, that as we employ our experiences operators, and we select the right operator, and we collaboratively underwrite together that we can have great success.

Yes. I think, Connor, I would just add that, you know, through COVID, maybe we look at one, you know, few things differently, in particular on the expense side. We may really look at labor, obviously, a lot more carefully just in terms of understanding where the facilities are, what the labor situation is, and the immediate geography, looking closer, especially if it's a rural deal at, are they really going to be able to find labor? So I think there's one or two, you know, a few things from that came out from the fallout of COVID and where market is today, that have led us to focus more carefully on a few things. But the overall process is still pretty consistent with what we've done before.

Great. Thank you for the color. Enjoy the weekend.

Thanks, Connor. You too.

[Operator Instructions] Your next question comes from the line of Austin Wurschmidt from KeyBanc Capital Markets. Your line is open.

Great. Thanks, everybody. If the existing operator or capital behind the existing operator were to purchase, you know, these assets in Iowa. I guess, is it safe to assume that, you know, you'd require kind of market value plus any back rent to win that deal?

Yes. I think we just have to be a little careful on what we would accept and what we would, you know, during an open negotiation like this. So we'd probably have to, unfortunately, deflect comments on ongoing negotiations right now.

That's fair. But and maybe if you were to sell or finance, how much of the deal value would you ultimately be willing to finance, just given kind of what's happened here operationally and some of the challenges they faced?

I'm really not trying to avoid you, but it's kind of the same issue. What we've, you know, the terms of the transaction, how much we would finance, what the price would be, what conditions we would need, and that's all very much, in play real time, so we can't really comment on it.

Okay. and then just speaking back to the $150 million investment pipeline, what's been kind of the timeline from, you know, time it enters the pipeline to where you're able to close and, you know, how much really beyond that $150 million is crossing your desk that meets you know, criteria, but, you know, just is on the back burner until you're really able to move on those?

Also, it'd say that, you know, how long a deal takes from when we get it in to when we close, it's all over the place, right? It's very dependent on a number of things, you know, I think you see a, you know, a little bit of a rush in the, you know, June, July time period, especially in California with some changes in the chow regs. So, you know, sometimes the deal's going to take you know, you might have to provide a 120 days of notice before you can close others, you know, you'll get finished in 60 to 90 days. I would say typically from the time we see it, it's probably a 90 to 120 day process. And in terms of, you know, things that are, you know, outside of the $150 million, I guess I'd say that, look, if something looks good to us, we're -- we really don't put it on the back burner ever. It it's front and center, and we're going to get the resources to it that it needs for us to be competitive and go get it. So I think that, you know, things on the backburner, if you like them, they're not going to stay there. They're going to move to the top or towards the top very quickly.

Yes. It just seems like you guys have had success quickly backfilling that $150 million throughout the year. So I was just curious beyond that. But, last one for me, I'm just curious, what percent of your leases are CPI based?

W:

Yes. Almost all of them. I mean, if we give a short-term a fixed ramp, that might be there, but then ultimately it goes to CPI based, the vast majority are.

Okay, thank you.

Thank you.

There are no further questions at this time. I will now turn the call back over to Dave Sedgwick.

Oh, thank you. Well, we really appreciate everybody's support and questions. And as always, if there's anything else that you'd like to talk to about, you know, where to reach us. Have a great weekend.

This concludes today's conference call. You may now disconnect.