CareTrust REIT, Inc.

keypad. If you would like to withdraw your question, press star 1 again. Thank you. I would now like to turn the conference over to Lauren Beal, Care Trust Chief Accounting Officer. You may begin.

Thank you, and welcome to Care Trust REIT's second quarter 2025 earnings call. We will make forward-looking statements today based on management's current expectations, including statements regarding future financial performance, dividends, acquisitions, investments, financing plans, business strategies, and growth prospects. These forward-looking statements are subject to risks and uncertainties that could cause actual results to materially differ from our expectations. These risks are discussed in Care Trust REIT's most recent Form 10-K and 10-Q filings with the SEC. We do not undertake a duty to update or revise these statements, except as required by law. During the call, the company will reference non-GAAP metrics such as EBITDA, FFO, and FAD, or FAD. A reconciliation of these measures to the most comparable GAAP financial measures is available in our earnings press release and Q2 2025 non-GAAP reconciliation that are available 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, James Collister, Chief Investment Officer, and Derek Bunker, FCP Strategy and Investor Relations. I'll now turn the call over to Dave Sedgwick, Care Trust REITs President and CEO. Dave?

Well, good morning, everybody, and thank you for joining us. Before I share the highlights for the quarter and the many good things yet to come, I think it's important to take a minute to step back and put our growth over the past two years in context. In the second quarter and since, we closed on approximately $1.1 billion of investments, highlighted, of course, by our acquisition of CareReit and entry into the UK care home market closed in May. Over the past 18 months, we have deployed roughly $2.7 billion of investments. eclipsing the total amount we invested in the prior eight years since our inception. During our Q4 call, when we were celebrating a record $1.5 billion of investments in 2024, which is seven times the amount of our annual average, I mentioned how we would not rest on that record, but would instead continue full steam ahead. Well, we quickly followed through and closed our first M&A deal in the CARE REIT acquisition in May diversifying our operator bench, our asset type mix, our payer mix, our geographic concentration, and providing a compelling exposure to a key market in which we expect to grow simultaneously with our U.S. opportunity set. Again, the team did not stop there. Since closing on Care Read, we closed on another nearly $220 million of investments. and yesterday announced a reloaded pipeline of approximately $600 million that James will talk about in his update. Now, the results of this record pace of investments is total revenues are up 63.3% in the second quarter or the prior year quarter, normalized FFO per share is up about 19%, and normalized FAD per share is up about 16%, each over the same period. We've also increased our quarterly dividend by 15 and a half percent year over year while maintaining a comfortable payout ratio. Turning to an update on the quarter, the integration of the care REIT assets is off to a strong start. James has promised not to use the word plucky again in this, and I promise I won't use a British accent, but I will say we are chuffed with the operator relationships that we've stepped into. and have already game-planned with many of them how to grow together in the near future. We continue to introduce ourselves to the market and expect more care home opportunities to find their way into our pipeline over time. At the end of June, we acquired CareREIT's former external manager and began the integration of those employees into CareTrust. They're a talented group that brings to the table experience with these assets and market, and deep relationships with operators and other key industry participants. And we believe a Care Trust UK team will help us source, identify, underwrite, and close on growth opportunities there. While it's fun to celebrate all of our recent investments and it's important to highlight what makes us so excited about the near and long-term future prospects, I'll reiterate what I conveyed on the last few earnings calls. We are not done. We very much feel like we're still in startup mode and hungry to prove ourselves and produce sustainable FFO per share growth over many years to come. In order to keep the flywheel ripping, along with investing in real assets, we've been investing in the people and systems to support their integration and our future growth. In addition to building out our UK presence, we've added key professionals here in the US across tax, finance, investments, and asset management. that position us to grow in more markets in more diversified ways. Our expanded team is stronger, smarter, and hungrier than ever before. And this behind-the-scenes investment in the team, like our investments in real assets, will continue to pay off over time. With that, I'll hand it off to James for a report on investment activity and the acquisition landscape.

Thanks, Dave. Good morning, everyone. During the second quarter, in addition to closing the CareREIT acquisition in May, we completed the acquisition of his external manager and began the process of welcoming those employees to CareTrust. As Dave mentioned, leveraging this platform allows us to focus simultaneously on our growth in both the US and UK across skilled nursing, seniors housing, and care home asset types. Also in the quarter, through a joint venture where we provided approximately 95% of the total required investment capital, we closed on an approximately $146 million portfolio of 10 skilled nursing assets in the Pacific Northwest, leased to two high-caliber existing operators. These are quality assets that we're very excited about, and it's a testament to the hard work of our team up and down the organization to close on a transaction of this size immediately on the heels of the care rate deal. In the rest of the quarter and since, we've deployed approximately $110 million in additional capital across skilled nursing real estate acquisitions, preferred equity investments, and a mortgage loan. These deals bring our total investments closed year-to-date of approximately $1.2 billion. As we look forward, our investment pipeline remains strong, sitting at approximately $600 million. The quoted pipeline includes some singles and doubles, as well as some mid- to large-sized portfolio transactions, and primarily consists of skilled nursing facilities, but also includes a couple seniors housing deals and a UK care home opportunity. Please remember that when we quote our pipe, we only include deals that we have a reasonable level of confidence that we can lock up and close within the next 12 months. We continue to see a robust pipeline of both broker marketed deals and off-market opportunities sourced through our operator network and other relationships. The flow of prospects spans skilled nursing and seniors housing assets both triple net and shop, with a measured yet meaningful uptick in overall volume. At the same time, we're building our pipeline in the UK, actively evaluating potential acquisitions across the pond and regularly meeting with established and new operators who value a capital partner like CareTrust in a capital-tight environment. The UK care home sector represents an additional avenue of accretive growth where our rigorous underwriting, operational expertise, strong balance sheet, advantage cost of capital, and proven certainty of closing position us to win. Importantly, our pursuit of UK transactions will not slow our primary focus on sourcing and executing high return real estate acquisitions in the United States, as evidenced by around 215 million in U.S. investments closed post-care read acquisition and by our reloaded pipeline. And with that, I'll turn it over to Bill.

Thanks, James. For the quarter, normalized FFO increased 58.2% over the prior year quarter to 83.1 million, and normalized FAD increased by 53.9% to 83.1 million. On a per share basis, normalized FFO increased 7 cents or 19.4% to 43 cents per share, and normalized FAD increased 6 cents or 16.2% to 43 cents per share. During the second quarter, we raised approximately $355 million of cash from equity sales under our ATM and closed on a $500 million term loan. These proceeds allowed us to fund investments, including a portion of the UK, to pay off our revolver balances of June 30th, and subsequent to quarter end, pay off approximately $260 million of debt we assumed as part of the CARE REIT acquisition. Also after quarter end, we entered into an interest rate swap to fix the rate on our new term loan for a period of three years with the go forward all in rate of 4.6%, bringing our fixed rate debt as a percentage of total debt to 93%. In yesterday's press release, we raised guidance for this year to $1.77 to $1.79 for both normalized FFO and normalized FAD per share. This guidance includes all investments closed today a diluted weighted average share count of 195.3 million shares, and also relies on the following six assumptions. One, no additional investments nor any further debt or equity issuances this year. Two, CPI rent escalations of 2.5%. Our total cash rental revenues for the year are projected to be approximately $338 million. Not included in this number is straight-line rent of $8 million and the amortization of leased intangibles of $2 million. Three, interest income from financing receivables of $12 million. Four, interest income of approximately $87 million, which is made up of $80 million from our loan portfolio and $7 million from cash invested in money market funds. Five, interest expense of approximately $44 million, which includes roughly $5 million of amortization of deferred financing fees. And six, G&A expense of approximately 48 to 52 million and includes about 12 million of stock compensation. Lastly, our liquidity continues to remain strong. In addition to 65 million of cash on hand, we have 1.14 billion available under our revolver. And despite our record pace of investments, we continue to maintain low leverage with the net debt to annualized normalized EBITDA two times, Our net debt to enterprise value was 12.3% as of quarter end, and we achieved a fixed charge coverage ratio of 8.2 times. And with that, I'll turn it back to Dave.

Thank you, Bill. Super excited about the performance and super grateful and proud of the team for what we've been able to accomplish over the last couple of years and last quarter. Happy to take your questions.

Thank you. At this time, I would like to remind everyone in order to ask a question, press star then the number one on your telephone keypad. We will pause for just a moment to compile the Q&A roster. Your first question comes from the line of John Kaliszewski from Wells Fargo. Please go ahead.

Good afternoon. Thank you, team. Maybe if we could just start on the pipeline, would you mind kind of talking about the composition of that? I'm curious how much of a contribution the UK is already starting to see, and if you're seeing that ramping, and then maybe part two of that would be what percentage of that is shop, if any? And Dave, you get bonus points for using a British accent.

I'm going to defer to James to answer this one. And we'll see if he uses the accent or not. We'll find out on that.

I've got to be true to myself, so it's going to be me, you know. The pipeline, John, the majority of it is still U.S. skilled nursing. The remainder of it is a combination of U.S. seniors and U.K. There's definitely a U.K. transaction in there, and that ramp continues to grow as we continue to expand engage in and develop relationships with the broker and operator community um and i think that you know there there is a component of the seniors housing in the us this consists of shop um you know we have 12 months to realize on that but we are continuing to actively look at shop and try to source the right deals when we find them got it that's helpful and then

Of the shop deals that you're looking at, could you kind of talk about maybe strategically the ones that you're interested in, whether it's core, core plus or value add and the kind of what tier markets are you looking at? I'm just kind of curious how you're positioning yourself versus peers.

Yeah, I mean, I think we're pretty open, John. I think we're really focused on the right operator manager relationships based on the deals that come in and looking at can we really find an operator or manager solution that we really like and vet and get comfortable with. I think we're pretty open on the deals. I think we're going to be more competitive in some than others. So, you know, I think we're really looking at everything, focusing on the right operator-managed solutions for that deal and focusing on the ones that, you know, maybe others, you know, would be more competitive than we would, but focusing on the ones we feel like enter our lane and that we can source the right operator for. All right. Very helpful. Thank you.

Thanks, John.

Your next question is coming from the line of Pharrell Granath of Bank of America. Please go ahead.

Hello. Good afternoon. This is Pharrell Granath. I also just wanted to dig in a little bit deeper of what you're seeing in your pipeline. You know, as some of the overhang when it came to SNFs has kind of lifted slightly with the passing of the reconciliation bill, I was wondering if you've seen anything else come into the market more or if you've seen greater competition for assets of both Smith senior housing or even shop as you're coming to the table?

You know, I don't think we've seen a meaningful uptick or impact from the big beautiful bill on deal flow at all. I think that you still see regional owner operators and mom and pop starting to bring, you know, assets to the market as their recovery is kind of, you know, made most of their way through their recovery following, you know, COVID and as that is stabilized, a lot of them bringing more stuff to bear and to the market. But I haven't seen really any impact from the Big Beautiful Bill. I think that deal flow is consistent. It's probably getting a little uptick recently. I think that it's pretty much the same buyers at the table in the skilled nursing market as it's been for a while. I would say on seniors, maybe a few more entrants on the private equity side, private money side, but still primarily the publics and the known private equity groups have been there for a while now.

Great Thank you and my second question is about the potential synergies as you were just mentioning about the integration of the CRT team of what we could maybe see, especially given your G&A ticked up slightly and with the expectation of that going forward of what that could turn into even in out years.

Hey, Farrell. This is Derek. I think, first of all, it's going really well. We're excited about those teams. And we felt like with the record pace of investments in real assets over the past 18 months, it was important to make sure we build a team around it to take care of it and to position ourselves for that diversified growth across markets and kind of future opportunities. So I think you'll see that continue to bear out through the rest of the year. But we feel like we've made a lot of headway. At the end of June, we brought in those UK teams already, and we made quite a bit of investment in the U.S. team as well. So it may not be done, but we've made a lot of headway. We're really excited about the progress so far and feel like we've positioned ourselves well to support that growth.

Okay. Thank you so much.

Thanks, Cheryl.

The next question is coming from the line of Michael Carroll from RBC Capital Markets. Please go ahead.

Yeah, thanks. I guess, James, I want to quickly touch on the pipeline where you said that there were a few seniors housing deals. I mean, are those deals shop deals or are they just traditional triple net lease type transactions?

There's some of both in there, Mike.

And then I know, like, how can you talk about the Radea platform that you've been kind of looking to get into? I mean, how's that market looking? Are we any closer to some type of transaction on that side or anything interesting out there to you?

I would say that with respect to Radea, what we've been saying for, I guess, about the last 18 months is still very true, which is... like, like James said, we're looking at a range of opportunities, a range of entry points from large deals that would come with the team and platform, all the way down to onesie twosies, that would be a more modest entry and we're going to be opportunistic. We don't feel any you know, pressure to be fast about it. We want to get it right. And I think James's answer to the previous question was right on where it's less about the size of the deal for shop and it's all about the operator. When you look at our lease coverage, it's so high, relatively speaking, and that's based on matching great opportunities with great operators. And if we can stay true to that, with respect to shop as well, then all of our energy can really be focused on growth. And so I'll say we continue to look at the field and we'll be opportunistic. I'd be really surprised if we didn't get something done with respect to shop within the next, you know, 12 months.

All right. Thanks, Dan. That's helpful. Then I guess last for me is Has the competitive landscape made it more difficult, I guess, specifically on the seniors' housing side? I know cap rates for SNFs rarely change. I'm assuming that that's still kind of holding true. But are you seeing any type of compression on the seniors' housing side that might make it more difficult?

I wouldn't say to make it more difficult. You just have a much greater... bigger range in the seniors housing world of cap rates, Mike, depending on location, the quality type, the newness of the asset, a whole host of other things. So you see just a different wider range of cap rates than you see on the skilled side. I don't think anything that makes it particularly difficult. I mean, as you get into lower cap rates, we may not be as competitive as others, but, uh, I don't think there's anything makes it particularly difficult. There are more prospective buyers, but I think with the right opportunity, when we've got the right operator, you know, we can be pretty gritty and still compete. Okay, great. Thank you. Thanks, Mike.

Your next question is coming from the line of Alec Fiji from Beard. Please go ahead.

Hi, and thanks for taking my question. You know, first, on the new investment grade rating, just can you speak on what you would do for the next issuance, whether private placement or another term loan? and when that would be?

Yeah, Alec, it's Bill. The next issuance, if we did a bond offering, we'd probably wait until we get investment grade from all the different agencies. And it all depends on the size, would all depend on the investment pipeline and what we're closing on at the time. but with equity priced so nicely right now, that's a real good way to fund our investments.

Yeah, it makes sense. And, you know, second for me is, you know, thinking of opportunities with new operators, are you, you know, looking at new operators and would you look to finance deals with them or buy assets right away to start relationships and just any commentary on new operators?

Yeah, Alec, I think, We spent quite a bit of time developing a bench of new operators, and that's been the case from day one. It continues to be the case. I think as we continue to execute on this pipe, you'll continue to see a combination of growing with existing operators and bringing on some new ones.

All right. That's it for me. Thank you. Thanks a lot, Alec.

Your next question is coming from the line of Omotayo Okasanya of Deutsche Bank. Please go ahead.

We don't hear a question.

Dave? Yep. Hey, sorry about that. Most of my questions have been answered, but just curious, your thoughts on the overall, I know you talked a little bit about the big, beautiful bill already, but like the overall regulatory backdrop, I think, again, things look like they've gone pretty well from a Medicaid and Medicaid perspective this year. But if you're kind of talking about next year where you potentially have, you know, increased budget deficits because of the one beautiful bill, because of the one big, beautiful bill, does that put additional pressure potentially on what reimbursement could look like next year? Do we start to kind of have the word sequestration thrown around a little bit next year?

Well, I suppose it'll it remains to be seen. I think what we're really encouraged by, though, is when there is so much talk and hand wringing over the risks associated to Medicaid in particular, I think what we saw was, in fact, that Medicaid, particularly for skilled nursing, for senior care, has broad bipartisan support, both at the federal and state level. And if there are some pressures more locally, I think that that reality will continue to defend the Medicaid rate for senior care and prioritize it above maybe other Medicaid participants that maybe are younger, able-bodied, that sort of thing.

Got you. Okay. Thank you. All right, Tayo. Thanks.

Your next question is coming from the line of Austin Warchmin from KeyBank Capital Markets. Please go ahead.

Thanks. Hello, everybody. Just honing in again a little bit on sort of the relationship side, are the shop operators you're speaking to mostly relationships you've had a track record worth? And would that sort of be the initial foray or your preference, I guess? Or, you know, similarly, are you casting a much wider net, you know, as you are, you know, across the skilled side?

I would say that we're casting a wider net with respect to shop. And, uh, these are, these are in, in some respects, new relationships to care trust, but in some respects, long standing relationships with individuals that care trust. So I think that, um, we're going to, we're spending a lot of time on that front, making sure that we've fully vetted these operators because you know, the economics are, are different when, uh, when it's a shop environment. and want to make sure we get that right.

Have you spoken to any of your existing relationships within the portfolio about potential conversion opportunities from the TripleNet structure to the RIDEA structure?

No, that's not our focus. Our focus is really growing that space de novo.

Understood. That's helpful. And then just one more for me. I just would love to hear an update. You know, you touched a little bit on the integration, but would like to hear a little bit on some of the synergy side potentially. You know, if you could provide a figure, you know, how far along are you in sort of realizing some of those synergies and just any potential upside to maybe your initial thoughts now that you've had some time to, you know, digest the portfolio and integrate some of the team? Thanks.

Hey Austin, it's Derek. Yeah, so far so good. Really excited about the team. I think as we have continued to dig in and go through the process, our confidence in our forecast and what we thought we could accomplish together has only increased. I think last time we had signaled that they were on a run rate of about 10 million and our synergies were about 50% of that. That would probably kick in mostly in Q1 next year. And I think we're still on track with all that, and it's looking solid.

Thanks, everybody. Thanks, Austin.

I will now turn the call back over to David Sedgwick, CEO, for closing remarks. Please go ahead.

Okay, thank you. Well, I really appreciate everybody's time and interest and wish you a nice end of the week. Thank you.

Ladies and gentlemen, that concludes today's call. Thank you all for joining. You may now disconnect.