Good day, everyone, and welcome to the CareTrust REIT Announces Third Quarter 2023 Operating Results. Today's call is being recorded and all lines have been placed on mute to prevent any background noise. After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] I would now like to turn the call over to Lauren Beale, Senior Vice President and Controller. Please go ahead.

Thank you, and welcome to CareTrust REIT's third 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. In addition, certain operator coverage and financial information that we discuss is based on data provided by our operators that has not been independently verified by CareTrust. 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's 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. As we round third base on this year, we are pleased to report progress on several fronts. Not only have we made a significant return to external growth by investing $280 million year-to-date, but also we have set the table for 2024 and 2025, with an active pipeline and a ton of dry powder. We have financed that $280 million of investments by selling $420 million worth of equity of our ATM. The excess proceeds were used to completely pay down the $600 million line of credit, resulting in a net debt to EBITDA of 2.5 times at quarter end. We are willing to take some modest dilution in the short run to be positioned to take full advantage of the favorable investment environment we are in today and expect to be in for the foreseeable future. I will touch on our investment activity in the quarter and how we are thinking about next year. I'll also touch on the portfolio and the regulatory environment, and James and Bill will take it from there. First, investments. After a significant return to external growth in Q2, the team has continued to drive forward with its foot on the gas. Since Q2, we have invested another $79 million with a blended estimated stabilized yield of 10.2%. Investment activity since Q2 consists of two loans for just over $19 million at a blended rate of 9.6%. The loans we make are done strategically to borrowers and operators, who we believe will lead us to true acquisition opportunities in the future. That was certainly the case again with these two loans. Investments since Q2 also included two acquisitions, consisting of three skilled nursing facilities in California. We added one skilled nursing facility at a…

Thanks, Dave. Let me just briefly provide an update on the current investment environment and add some color on our current pipeline. With respect to seniors housing, most of the proposed transactions that we see continue to involve facilities that are in some stage of operational distress, typically due to maturity day risk or variable interest rate loans, including risks related to the expiration of interest rate cap agreements. As a result, the bid-ask gap in seniors housing remains wide. We nevertheless continue to look for attractive senior housing deals where a triple-net lease structure might given current rates in the constrained lending market, be an attractive alternative to traditional debt financing for those operators who are looking to grow and add scale to their operations. We continue to see robust deal flow in skilled nursing transactions. Pricing that is based on stabilized cash flows and coverage is still very rare. With that said, we're also seeing a decrease from the last couple of years in transactions involving portfolios that are experiencing negative cash flows and heavy losses. A combination of factors, including Medicaid rate increases, healthier labor markets, census recovery and lower agency staffing levels that facilitated some measure of recovery in many portfolios. As a result, most skilled nursing assets being marketed currently reflect recent performance landing at breakeven or better, but still a fair distance from stabilization. As facilities show muted improvement in performance, sellers bringing buildings to market range from institutional owners and REITs continuing to dispose of non-core and non-strategic assets, the regional owner operators or mom-and-pops, who are fatigue and are looking to capitalize on a return to positive cash flow by selling and exiting the space. Sellers' pricing expectations and correspondingly brokers' guidance appear to be gradually softening to take into account performance…

Thanks, James. For the quarter, normalized FFO increased 1.5% over the prior year quarter to $36.6 million, and normalized FAD increased by 2% to $38.8 million. On a per share basis, normalized FFO decreased $0.02 to $0.35 per share and normalized FAD decreased $0.02 to $0.37 per share. Rental income for the quarter was $51.2 million compared to $47.7 million in Q2. The increase of $3.5 million is due largely to the following items. First, we received approximately $2.5 million from new investments. Second, we received approximately $402,000 in CPI bumps. Third, tenant reimbursements, which are non-income and FFO producing, because they have a corresponding expense increased $775,000 to $2 million. Lastly, these positive items were offset by $272,000, which is mostly from properties that we have sold. If you exclude the tenant reimbursements amount of $2 million, contractual cash rental revenue was $49.2 million for the quarter. Interest income was up $851,000 due to new loans of $1 million, slightly offset by $191,000, of lower money market interest. The quarterly interest income run rate on our Notes portfolio is approximately $4.5 million. Interest expense was up $710,000 from Q2, due to higher average borrowings during the quarter and higher rates. G&A expense increased $801,000 from Q2, mostly due to stock compensation return to the quarterly run rate of roughly $1.6 million, as I previously discussed on last quarter's call. I expect that G&A expense for the year will be around $21.4 million. Cash collections for the quarter came in at 97.5% of contractual rent. And in October, we collected 99.3%. Under our ATM program, through today, we have sold approximately 18.2 million shares at an average gross price of $19.90 for gross proceeds of approximately $362 million. We have approximately $60 million still outstanding on forward contracts that we have not settled. As a result, our liquidity remains extremely strong with approximately $36 million in cash on hand, our entire $600 million available under our revolver and the $60 million of future ATM proceeds. I expect we will settle these remaining contracts before year-end, depending on the timing of closing future investments. Leverage at an all-time low with a net debt to normalized EBITDA ratio of 2.5 times, which is well below our stated range of four to five times. Our net debt to enterprise value was 16.8% as of quarter end, and we achieved a fixed charge coverage ratio of 4.5 times. We wouldn't be surprised to see leverage tick further downward as we continue to fund our pipeline with equity, given where the total cost of debt is at today relative to our cost of equity. And with that, I'll turn it back to Dave.

Great. Well, we hope our report has been helpful and happy now to take your questions.

Thank you. [Operator Instructions] We'll take our first question from Connor Siversky with Wells Fargo. …

Hi there. Thanks for the time. Question on the competitive environment for skilled nursing and senior housing assets. I mean, as of last week, one of the other players in the group expressed an interest in skilled nursing in particular. So, I'm wondering with this kind of new entrant in the space, we're not a new entrant, but with this increased interest in the space. Does this affect the way you're looking at pricing, whether or not you're willing to move up the risk curve and maybe take on a relatively distressed operator in order to get a yield? I'm just curious how you're thinking about these dynamics?

Yes. This is James. There is a smaller buyer pool, I would say of the time of well carrying entering the space a little bit more. I'm not sure we compete for many of the same deals. But I think we look at each deal on its own and we look at the basis that can support and the operators that can get comfortable with the rent. And if we get an actionable deal that falls within kind of that criteria of what we're looking for, we really get as aggressive as we can to tie it up and to get the deal done and to work with an operator to help us give the most aggressive or most -- the highest bid we can and still feel good about the deal. So I think there's definitely a little bit of increase in competition even though it's a smaller buyer pool. But I wouldn't say, it impacts, how we view what pricing, we feel we can be competitive at and have a successful run with that asset.

Okay. And then when we take 2024 into consideration, should we be expecting maybe two, three asset deals? Or are there some portfolios out there that can make a big dent at one time?

Well, Connor, historically, when we've had kind of our larger investment years, there's always been kind of a chunkier deal in there. And so we're always reviewing those. Those are smaller, lower probability of getting it done, but they're certainly out there. And we expect those to continue to cross our desk into next year. But right now, the visibility that we have and the confidence that we have are more of the singles and doubles that you're used to seeing us put together.

Okay. And then very quickly for Bill, it's a great job with the balance sheet. It looks like the next slug of activity is pretty much prefunded. But you still have the cost of equity. There is still some ATM capacity out there. Should we just assume that any acquisitions for the next year go straight on to the revolver? Or could we still see some equity issuance to balance it out?

No. I think you can assume, as I said in my prepared remarks that we would continue to fund investments with equity given where the cost of debt is relative to our cost of equity right now.

Okay. Thanks for the time.

We'll take our next question from Austin Wurschmidt with KeyBanc Capital Markets.

Great. Good morning out there. You guys have mentioned that you really highlight and focus on deals that you have a reasonable confidence you can close. So I guess I'm just curious, what kind of the probability is that you're able to get one of these across the finish line? And then can you also discuss about the yields on portfolio transactions relative to the singles and doubles in that $175 million pipeline you discussed?

Yes, I'll start and then James can clean up after me. High level, when we talk about our pipe, we really want to -- I mean different people talk about their pipes in different ways. We certainly don't talk about everything that is on our screen that we're taking a look at. We really narrow it down to things that are either at least under LOI or very close to it that we have a lot of confidence that we can close. The timing on closing our pipe when we announced it, generally, is anywhere from imminently in a month to nine months or longer depending on how a particular transaction develops. So that's how you should -- in terms of the timing of it, if we say $175 million, you should not expect that to happen by year-end. And you should have kind of some grace period of one to nine months, give or take. And sometimes stuff falls out of that pipe that we announced. But because of the activity that we're seeing right now, we're pretty confident that if something does fall out of that, we'll be able to replace it pretty quickly. James?

Yes. On your question about the yield on portfolio transactions, I mean the easier answer is it depends on the transaction. But I would say the general concept with our experience with portfolio deals is that if we really like them and we have the right operator solution or solutions, then I think we probably would be willing to do a yield that is maybe a couple of turns lower than what we would usually be underwriting it at to try and be more competitive. But we're never going to go below what we feel like at the time is the right spread between our cost of capital and yield. So we will go a little bit lower to be aggressive and try to get the deal, but typically not somewhere we're even close to not really having a spread on that deal. Q – Austin Wurschmidt: That's helpful. And then can you just discuss or confirm, I guess, the terms on the 11 property portfolio you mentioned just one under contract. And then did you collect any rent from those assets in the third quarter?

Well, in terms of the terms of the deal, I'm going to demur on that just because even though we just put it under contract today, if it falls out of contract, it wouldn't be wise to signal to the market what we're willing to transact out at this point. And in terms of rent, yes, we did receive rents in the quarter from that operator. Q – Austin Wurschmidt: And then just last…That's fair. And then just the last one for me. On the Covenant Care deal, did you consider putting those into a single master lease with the existing assets that you owned? I guess, how did you just get comfortable with the operator given you were below 1 time coverage. I know you've talked about them quite a bit in the past, but just curious about the latest thoughts on this new deal and how you thought about structure.

Yes. Great question. What's encouraged us about the rationale for that really comes to a few different points. One is, like I said in my prepared remarks, Covenant Care same-store outside of these two, we have seen three quarters in a row of improving trailing 12 EBITDAR coverage, getting closer and closer to covering just at the property level EBITDAR. So that's encouraging. The second point is because these reset in a few years as January 2027 is the reset. We think that, that does a couple of things for us. It continues to provide them with some time, to continue to improve our same-store assets with them and strengthens our relationship with them as well. If there's like a downside scenario, we've always talked about how attractive the Covenant Care facilities are and how much interest we regularly receive from -- unsolicited interest from operators to take on those assets. And so having these two included in our real estate-owned properties really improves our position with them in a downside scenario. We're not expecting that, but it certainly helps. But when you have the lease rate being reset shortly. You throw all of that together, and we feel like it was a no-brain and we're excited about that acquisition.

That’s great. Thanks for the time.

You bet. Thank you.

We'll take our next question from Michael Carroll with RBC Capital Markets. Q – Michael Carroll: Yes, thanks. I guess, James, in your prepared remarks, you kind of discussed that pricing is starting to come down. So what's driving that? Are buyers pushing and sellers willing to accept higher yields? Or are these stakeholders just being more conservative underwriting where EBITDARM is trending or where it could potentially stabilize?

Yes, Mike, I think that it's a combination of factors. I guess I'd say, I think that you see a number of -- more than user institutional groups now that they've got positive cash flow in buildings, trying to take advantage of being there and exiting, putting those up for sale? And if they've got any kind of interest rate risk or maturity date risk, they're just wanting to be a little more reasonable to get the deal done quicker. I think also they really want to attract the all-cash or quick buyer. So they're willing to get a little more -- you kind of -- they take a little less on the proceeds side to get more certainty of execution and timing. And so I think that's why they've come down a little bit. I think also just if you put a deal out there right now at a stabilized number and it's not, you're just not going to get the interest, you're not going to get the buyer of a quality that you want to be able to close quickly. And I think that's feels like it's finally started to really be taken into account and narrowing the bid-ask gap a little bit to kind of ensure that certainty of closing with a quality buyer. Q – Michael Carroll: Okay. And then can you kind of provide some color on who are the sellers? And -- maybe you could talk about it generally or even kind of discussing related to this Covenant Care deal, I guess, why do they want to sell? Was there a certain reason in this situation, why the seller wanted to get out?

On the two Covenant Care deals, it's a third-party family kind of owned, family office, third-party landlord. They were not particularly heavy investors in skilled nursing. This is just an asset they've held for a very long time, and they felt like it was the right time to get a price that they could sell at. So I can't speak entirely for them, but I think that's pretty consistent right now, whether it's institutional or mom-and-pops or whoever that either fatigued for what it's been like for a few years or really are facing down the barrel of having to try to refinance or figure out their maturity date risk, and so they're putting out properties for sale. And you still see some institutionals and REIT selling non-core assets because the buyer pool is more a little more -- you get that certainty that, hey, if I put it up now, I'm getting a cash buyer, and so they try to take advantage of that now the cash flow is positive for the most part.

Okay. And then with regard to the expected Eduro transition, can you quantify the type of rent disruption we should expect on that?

No, not at this point. We're still working through a couple of different scenarios with them. But like I said, as we sit here today, we don't think that it's going to be anything material to us.

Okay. Great. Thank you.

[Operator Instructions] We will take our next question from Juan Sanabria with BMO Capital Markets.

Hi. Good morning. Just hoping you could comment on your thoughts on the California health care and minimum wages. I mean, you guys obviously have a big exposure there. If you could maybe give us a sense of where that exposure lies. I know, you have a big exposure to Ensign, obviously, he's big in the state. If you could just bifurcate where your assets account for who those operators are broadly as well? Thank you.

Yeah. Juan, thank you for that. We've got -- I'd say probably our strongest group of operators in our entire portfolio are in California. And we are really not overly concerned with the mandate there. As you may know, the skilled nursing sector was excluded from the mandate generally speaking. And yet there will be some upward pressure just from competition from other health care settings. The reason we're not terribly concerned about it is because it has quite a long implementation schedule ahead several years of getting to that number. And in the meantime, that's going to correspond with several years of continued recovery from the occupancy perspective, we think continued recovery on the agency staffing perspective. And we've got increased Medicaid and Medicare rates that I think we would expect also over the course of the next five years that you throw all of that together, and we think it will be definitely manageable by particularly our strong core of operators in California.

And then just curious, if you have any sense of what the level of agency or a lack of staffing still is in the portfolio today? And any way to quantify, how much that's holding back a further improvement in occupancy at this point?

Yeah. The last part of that question is a real challenge to figure out. Anecdotally, we know that there are still constraints for some of our operators to admit because of staffing constraints. As far as agency, that actually, as you look at it, provides another bit of tailwind for our operators in terms of their coverage because we're still quite a ways off of our pre-pandemic agency usage. Portfolio-wide, before the pandemic, we were at about $1.50 on a per patient day basis for agency usage in the portfolio. And we still are a few dollars north of that. So, we have a ways to come down. And we've steadily seen that improve from last quarter to this quarter, agency in our portfolio decreased by about 8.5%. And we're encouraged to see that, and we believe it's part of the reason why we should expect occupancy and overall recovery to continue.

The 8.5% was it year-over-year or sequential decline?

Sequential decline from last quarter from Q2 to Q3.

And then just a follow-up, the rent that was booked in the third quarter for the 11 SNF portfolio, was that just to think from a modeling perspective, what -- how much rent or NOI goes away?

Their annual rent is -- their monthly rent is around $400,000.

And all that was captured in the third quarter?

No, they did not pay 100% of contractual cash rent in Q3. They make up a small portion of the 2.5% that we did not collect.

Okay.

Hey Juan, let me make a quick correction. The improvement in agency that I cited of 8.5% was actually from Q1 to Q2. We're a little bit too early to talk about Q3.

And we'll take our next question from Alex [indiscernible] with Baird.

Hello. Thank you for taking my question today. First one is on the types of the initial yields that CareTrust is seeing in the pipeline right now and then the expected stabilization rate?

Yes, what's your question?

Just what are those yields specifically on the pipeline right now?

So, yes, they vary deal-by-deal. In some cases, they will be -- it depends on whether or not we provide any sort of ramp in rent. In some cases, like James talked about, a lot of what we are underwriting and bidding on today have some form of value-add turnaround or stabilization required. And so in order to make that really a better chance of success for our operators, we will occasionally give a ramp where needed anywhere from two to three months and in an extreme case, maybe a one or two-year ramp. And so generally speaking, that initial yield is going to be for SNFs in the nines, if you adjust for the ramps.

Okay. That's helpful. Thank you. And to touch on the Eduro Group comments that you made in your prepared remarks and other people have asked. What kind of visibility do you have in their financials? And how confident are you that they're going to keep paying rent to end the quarter?

Yeah. We, like I said, we have a really great relationship with those guys. They're an open book to us, and we're working with them on how to transition a couple of buildings into better hands, we don't expect a hiccup to rent.

Okay. Thank you.

You bet.

There are no further questions at this time. I'd like to turn the call back over to Dave Sedgwick for any additional or closing remarks.

Well, thank you. I really appreciate everybody's support and interest. Have a Happy Veterans Day and a great weekend. Thank you.

Thank you. That does conclude today's presentation. Thank you for your participation, and you may now disconnect.