CareTrust REIT Inc
For the period ended Mar 31, 2025. Filed May 1, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed May 1, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-10-29.
0001628280-24-044095
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-01.
0001628280-25-021524
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 2 previous paragraphs and 18 current paragraphs.
1 unchanged; 1 reworded; 16 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
The intended benefits of the Care REIT acquisition may not be realized.
Current report
On March 11, 2025, we announced a firm intention to make a cash offer to acquire Care REIT plc (“Care REIT”), which owns 137 care homes across England, Scotland and Northern Ireland. The acquisition is intended to be implemented by means of a court-sanctioned scheme of arrangement (the “Scheme”) under Part 26 of the United Kingdom Companies Act 2006. The transaction has been unanimously approved by the boards of directors of both the Company and Target and has been approved by the requisite majorities of Target shareholders at the Target shareholder meetings convened to approve the transaction. The closing is conditioned on (i) sanction of the Scheme by the High Court of Justice of England and Wales and (ii) other customary conditions. If these conditions are not satisfied, the Care REIT acquisition will not be completed and the market price of our common stock may be adversely affected.
Current report
Even if the Care REIT acquisition is successfully completed, the intended benefits may not be realized. The acquisition poses risks for our ongoing operations, including, among others; that senior management's attention may be diverted from the management of daily operations in our U.S. operations to the integration of the Care REIT properties; costs and expenses associated with any undisclosed or potential liabilities; that the Care REIT properties may not perform as well as anticipated; and unforeseen difficulties may arise in integrating operations in the United Kingdom into our company.
Current report
As a result of the foregoing, we cannot assure you that the Care REIT acquisition will be accretive to us in the near term or at all. Furthermore, if we fail to complete the acquisition or realize the intended benefits of the Care REIT properties, the market price of our common stock may be adversely affected.
Current report
We will be subject to additional risks from our investment in Care REIT and any other international investments.
Current report
Care REIT will be our first major investment in the United Kingdom. We may also pursue other significant acquisition opportunities outside the United States, including in the United Kingdom and elsewhere in Europe. International investment may expose us to a variety of risks that are different from and in addition to those commonly found in our current markets. Our acquisition of Care REIT and any other investments we may make internationally will subject us to additional risks, including:
Current report
•fluctuations in exchange rates between foreign currencies and the U.S. dollar and exchange controls;
Current report
•limited experience with local business and cultural factors that differ from our usual standards and practices;
Current report
•challenges in establishing effective controls and procedures to regulate operations in different regions;
Current report
•the impact of regional or country-specific business cycles and economic instability;
Current report
•the impact of extreme weather or weather-related conditions and other natural disasters that may affect specific locations in which our properties are located, including hurricanes, flash floods, sea-level rise and coastal erosion, that may affect Care REIT' properties or other properties we may acquire outside the United States; and
Current report
If we are unable to adequately address these risks, they could adversely affect our business, financial position or results of operations.
Current report
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Current report
During the three months ended March 31, 2025, we acquired shares of our common stock held by employees 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 employees and the average prices paid per share for each month in the three months ended March 31, 2025 are shown in the table below.
Reworded paragraphs (1)
Previous wording
We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 and June 30, 2024 risk factors which materially affect our business, financial condition, or results of operations. There have been no material changes from the risk factors previously disclosed.
Current wording
We have disclosed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 risk factors which materially affect our business, financial condition, or results of operations. There have been no material changes from the risk factors previously disclosed, except as noted below.