What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-10 compared with 2020-02-20 · 42 added, 10 removed, 60 unchanged (46% of the section changed)

9 unchanged sentences

Year Ended December 31,

Common Stock 2020 2019

Ordinary dividend $ 0.6435 $ 0.8120

Non-dividend distributions 0.1065 0.0880

Issuer Purchases of Equity Securities

We did not repurchase any shares of our common stock during the three months ended December 31, 2019 .

Total taxable distribution 0.7500 0.9000

Distributions allocated to subsequent tax year (1)

Total distributions declared $ 1.0000 $ 0.9000

(1) Because our aggregate 2020 cash distributions exceeded our 2020 earnings and profits, the cash distribution declared in the fourth quarter of 2020 and paid in January 2021, of $0.25 per share, will be treated as a 2021 distribution for federal income tax purposes.

Unregistered Sales of Equity Securities

During the three months ended December 31, 2020, we acquired shares of our common stock held by an employee who tendered shares to satisfy tax withholding obligations upon the vesting of previously issued restricted stock awards.

Specifically, the number of shares of common stock acquired from the employee and the average prices paid per share for each month in the fourth quarter ended December 31, 2020 are as follows:

Period Total Number of Shares Purchased Average Price Paid per Share

October 1 - October 31, 2020 533 $ 17.10

November 1 - November 30, 2020 — $ —

December 1 - December 31, 2020 — $ —

Total 533 $ 17.10

On March 20, 2020, our board of directors authorized a share repurchase program to repurchase up to $150.0 million of outstanding shares of our common stock (the “Repurchase Program”).

Repurchases under the Repurchase Program, which expires on March 31, 2023, may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, in each case subject to market conditions and at such times as shall be permitted by applicable securities laws and determined by management.

Repurchases under the Repurchase Program may also be made pursuant to a plan adopted under Rule 10b5-1 promulgated under the Exchange Act.

We expect to finance any share repurchases under the Repurchase Program using available cash and may also use short-term borrowings under the Revolving Facility.

We did not repurchase any shares of common stock under the Repurchase Program during the year ended December 31, 2020.

The Repurchase Program may be modified, discontinued or suspended at any time.

Stock Price Performance Graph

1 unchanged sentence

REIT Total Return Index) and the SNL U.S.

REIT Healthcare Index for the period from January 1, 2015 to December 31, 2019 .

REIT Healthcare Index for the period from December 31, 2015 to December 31, 2020.

Total cumulative return is based on a $100 investment in CareTrust REIT common stock and in each of the indices at the market close on December 31, 2015 and assumes quarterly reinvestment of dividends before consideration of income taxes.

3 unchanged sentences

RATE OF RETURN TREND COMPARISON

JANUARY 1, 2015 - DECEMBER 31, 2019

DECEMBER 31, 2015 - DECEMBER 31, 2020

(DECEMBER 31, 2015 = $100)

1 unchanged sentence

The stock performance graph shall not be deemed soliciting material or to be filed with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or to the liabilities of Section 18 of the Exchange Act, nor shall it be incorporated by reference into any past or future filing under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically request that it be treated as soliciting material or specifically incorporate it by reference into a filing under the Securities Act of 1933 or the Exchange Act

2015 2016 2017 2018 2019 2020

CareTrust REIT Inc.

$ 100.00 $ 146.86 $ 167.48 $ 193.93 $ 225.46 $ 256.27

S&P 500 $ 100.00 $ 111.96 $ 136.40 $ 130.42 $ 171.49 $ 203.04

RMS $ 100.00 $ 108.60 $ 114.11 $ 108.89 $ 137.03 $ 126.65

SNL US REIT Healthcare $ 100.00 $ 105.24 $ 106.44 $ 114.12 $ 138.67 $ 129.69

S&P 500 Real Estate $ 100.00 $ 103.39 $ 114.61 $ 112.06 $ 144.58 $ 141.44

Selected Financial Data

5 unchanged sentences

As of or For the Year Ended December 31,

2020 2019 2018 2017 2016

(dollars in thousands, except per share amounts)

2 unchanged sentences

Income before provision for income taxes 80,867 46,359 57,923 25,874 29,353

Net income 80,867 46,359 57,923 25,874 29,353

Net income per share, basic 0.85 0.49 0.73 0.35 0.52

1 unchanged sentence

Balance sheet data:

Total assets $ 1,503,559 $ 1,518,861 $ 1,291,762 $ 1,184,986 $ 925,358

Senior unsecured notes payable, net 296,669 295,911 295,153 294,395 255,294

1 unchanged sentence

Unsecured revolving credit facility 50,000 60,000 95,000 165,000 95,000

Secured mortgage indebtedness, net

Total equity 914,142 927,591 768,247 594,617 452,430

Other financial data:

Dividends declared per common share $ 1.00 $ 0.90 $ 0.82 $ 0.74 $ 0.68

FFO(1) 133,617 113,029 101,536 62,275 61,483

FAD(1) 139,280 117,751 104,989 66,406 65,118

(1) We believe that net income, as defined by U.S.

2 unchanged sentences

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.

However, 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 provide another view of performance.

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 as net income (loss) computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate related depreciation and amortization and impairment charges.

FFO is defined as net income computed in accordance with GAAP, excluding gains or losses from real estate dispositions, plus real estate related depreciation and amortization and real estate impairment charges.

We define FAD as FFO excluding noncash income and expenses such as amortization of stock-based compensation, amortization of deferred financing costs and the effect of straight-line rent.

2 unchanged sentences

However, our computation of FFO and FAD may not be comparable to FFO and 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 we do.

Further, FFO and FAD

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 our liquidity or operating performance.

Further, FFO and FAD 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 our liquidity or operating performance.

The following table reconciles our calculations of FFO and FAD for the five years ended December 31, 2020, 2019, 2018, 2017 and 2016 to net income, the most directly comparable financial measure according to GAAP, for the same periods:

For the Year Ended December 31,

2020 2019 2018 2017 2016

(dollars in thousands)

Net income $ 80,867 $ 46,359 $ 57,923 $ 25,874 $ 29,353

Real estate related depreciation and amortization 52,713 51,755 45,664 39,049 31,865

(Gain) loss on sale of real estate

Loss (gain) on sale of real estate 37 (1,777) (2,051) — 265

Impairment of real estate investments — 16,692 — 890 —

Gain on disposition of other real estate investment — — — (3,538) —

FFO 133,617 113,029 101,536 62,275 61,483

Amortization of deferred financing costs 1,950 2,003 1,938 2,059 2,239

1 unchanged sentence

Straight-line rental income (77) (1,385) (2,333) (344) (150)

FAD $ 139,280 $ 117,751 $ 104,989 $ 66,406 $ 65,118

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity