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All distributions will be made by us at the discretion of our board of directors and will depend on our financial position, results of operations, cash flows, capital requirements, debt covenants (which include limits on distributions by us), applicable law, and other factors as our board of directors deems relevant.
−Removed: For example, while the Notes and our Second Amended Credit Agreement permit us to declare and pay any dividend or make any distribution that is necessary to maintain our REIT status, those distributions are subject to certain financial tests under the indenture governing the Notes, and therefore, the amount of cash distributions we can make to our stockholders may be limited.
−Removed: Distributions with respect to our common stock can be characterized for federal income tax purposes as taxable ordinary dividends, nondividend distributions or a combination thereof.
+Added: For example, while the Notes and our Second Amended Credit Agreement permit us to declare and pay any dividend or make any distribution that is
+Added: necessary to maintain our REIT status, those distributions are subject to certain financial tests under the indenture governing the Notes, and therefore, the amount of cash distributions we can make to our stockholders may be limited.
+Added: Distributions with respect to our common stock can be characterized for federal income tax purposes as taxable ordinary dividends, non-dividend distributions or a combination thereof.
Following is the characterization of our annual cash dividends on common stock:
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Total distributions declared $ 1.1200 $ 1.1000
−Removed: (1) Because our aggregate cash distributions exceeded our annual earnings and profits, the cash distribution declared in the fourth quarter of 2021 and paid in January 2022, of $0.265 per share, was treated as a 2022 distribution for federal income tax purposes.
(1) Because our aggregate cash distributions exceeded our annual earnings and profits, the cash distribution declared in the fourth quarter of 2022 and paid in January 2023, of $0.275 per share, will be treated as a 2023 distribution for federal income tax purposes.
−Removed: Unregistered Sales of Equity Securities
−Removed: 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”).
−Removed: 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.
−Removed: Repurchases under the Repurchase Program may also be made pursuant to a plan adopted under Rule 10b5-1 promulgated under the Exchange Act.
−Removed: 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.
−Removed: We did not repurchase any shares of common stock under the Repurchase Program during the years ended December 31, 2022, 2021 and 2020.
−Removed: The Repurchase Program may be modified, discontinued or suspended at any time.
+Added: (2) Because our aggregate cash distributions exceeded our annual earnings and profits, the cash distribution declared in the fourth quarter of 2023 and paid in January 2024, of $0.280 per share, will be treated as a 2024 distribution for federal income tax purposes.
Stock Price Performance Graph
−Removed: The graph below compares the cumulative total return of our common stock, the S&P 500 Index, the S&P 500 REIT Index, the RMS (MSCI U.S.
+Added: The graph below compares the cumulative total return of our common stock, the S&P 500 REIT Index, the RMS (MSCI U.S.
REIT Total Return Index) and the Russell 2000 Index (“Russell 2000”).
−Removed: We plan to replace the S&P 500 Index with the Russell 2000 as we have determined that the Russell 2000 is a more comparable index for us in terms of market capitalization.
Total cumulative return is based on a $100 investment in CareTrust REIT common stock and in each of the indices at the market close on December 31, 2018 and assumes quarterly reinvestment of dividends before consideration of income taxes.
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COMPARISON OF CUMULATIVE TOTAL RETURN
−Removed: AMONG S&P 500, S&P 500 REIT INDEX, RMS, RUSSELL 2000 AND CARETRUST REIT, INC.
+Added: AMONG S&P 500 REIT INDEX, RMS, RUSSELL 2000 AND CARETRUST REIT, INC.
RATE OF RETURN TREND COMPARISON
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$ 100.00 $ 116.26 $ 132.15 $ 142.56 $ 123.03 $ 156.49
−Removed: S&P 500 $ 100.00 $ 95.62 $ 125.72 $ 148.85 $ 191.58 $ 156.89
RMS $ 100.00 $ 125.84 $ 116.31 $ 166.39 $ 125.61 $ 142.87
2 unchanged sentences
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.