AGL Investors Have Opportunity to Join agilon health, inc. Fraud Investigation with the Schall Law Firm
The investigation focuses on whether the Company issued false and/or misleading statements and/or failed to disclose information pertinent to investors. Agilon announced on August 4, 2025, that President and CEO Steven Sell was stepping down immediately. The Company also withdrew its full-year 2025 financial guidance. Based on this news, shares of Agilon fell by more than 27.2% in after hours trading on the same day.
If you are a shareholder who suffered a loss, click here to participate.
We also encourage you to contact Brian Schall of the Schall Law Firm, 2049 Century Park East, Suite 2460, Los Angeles, CA 90067, at 310-301-3335, to discuss your rights free of charge. You can also reach us through the firm's website at www.schallfirm.com, or by email at bschall@schallfirm.com.
The Schall Law Firm represents investors around the world and specializes in securities class action lawsuits and shareholder rights litigation.
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BrightView Posts Third Quarter Fiscal 2025 Earnings With Record Net Income and Adjusted EBITDA, and Reaffirms Full Year Guidance
BLUE BELL, Pa., August 06, 2025--(BUSINESS WIRE)--BrightView Holdings, Inc. (NYSE: BV) (the "Company" or "BrightView"), the leading commercial landscaping services company in the United States, today reported unaudited results for the third quarter ended June 30, 2025. THIRD QUARTER FISCAL 2025 SUMMARY Net service revenues decreased 4.1% year-over-year to $708.3 million, Net income increased $8.8 million year-over-year to $32.3 million, Net income margin expansion of 140 basis points, Adjusted EBITDA2 increased 4.9% year-over-year to $113.2 million, Adjusted EBITDA margin2 expansion of 140 basis points, Year-to-date Net cash provided by operating activities of $207.4 million, an increase of $55.3 million, Year-to-date Adjusted Free Cash Flow2 of $25.8 million, a decrease of $94.4 million. COMPANY REAFFIRMS FISCAL YEAR 2025 GUIDANCE1 FY25 Guidance Total Revenue $2.68B to $2.73B Adjusted EBITDA2 $348M to $362M Adjusted EBITDA Margin2 ~130bps Adjusted Free Cash Flow2 $60M to $75M "We continue to execute on our One BrightView strategy, which is underpinned by prioritizing our employees and delivering best-in-class service to our customers," said Dale Asplund, BrightView President and Chief Executive Officer. "Our record year-to-date Adjusted EBITDA and Adjusted EBITDA margin reflect the meaningful progress of our transformation as we continue to focus on driving sustained, long-term profitable growth and shareholder value." _______________1 For assumptions underlying the fiscal year 2025 guidance, see the Q3 2025 presentation at Adjusted EBITDA, Adjusted EBITDA margin, and Adjusted Free Cash Flow are non-GAAP measures. Refer to the "Non-GAAP Financial Measures" section for more information. The Company is not providing quantitative reconciliations of its financial outlook for Adjusted EBITDA to net income, or Adjusted Free Cash Flow to Cash flows provided by operating activities, the corresponding GAAP measures, because the respective GAAP measures that are excluded from the non-GAAP financial outlook are difficult to reliably predict or estimate without unreasonable effort due to their dependence on future uncertainties, such as items discussed below. Additionally, information that is currently not available to the Company could have a potentially unpredictable & potentially significant impact on its future GAAP financial results. Fiscal 2025 Results – Total BrightView Total BrightView - Operating Highlights Three Months Ended June 30, Nine Months Ended June 30, ($ in millions, except per share figures) 2025 2024 Change 2025 2024 Change Revenue $ 708.3 $ 738.8 (4.1%) $ 1,970.0 $ 2,038.4 (3.4%) Net Income $ 32.3 $ 23.5 37.4% $ 28.3 $ 40.8 (30.6%) Net Income Margin 4.6 % 3.2 % 140 bps 1.4 % 2.0 % (60) bps Adjusted EBITDA $ 113.2 $ 107.9 4.9% $ 238.8 $ 219.5 8.8% Adjusted EBITDA Margin 16.0 % 14.6 % 140 bps 12.1 % 10.8 % 130 bps Net income available to common shareholders $ 14.9 $ 9.3 60.2% $ 1.0 $ 9.0 (88.9%) Weighted average number of common shares outstanding 95.2 94.5 0.7% 95.3 94.7 0.6% Basic Earnings per Share $ 0.16 $ 0.10 60.0% $ 0.01 $ 0.09 (88.9%) Adjusted Net Income $ 45.5 $ 48.3 (5.8%) $ 72.6 $ 68.1 6.6% Adjusted weighted average number of common shares outstanding 149.5 148.8 0.5% 149.6 148.8 0.5% Adjusted Earnings per Share $ 0.30 $ 0.32 (6.3%) $ 0.48 $ 0.46 4.3% Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Share, and Adjusted weighted average number of common shares outstanding are non-GAAP measures. Refer to the "Non-GAAP Financial Measures" and "Reconciliation of GAAP to Non-GAAP Financial Measures" sections for more information. Basic Earnings (Loss) per Share is determined by dividing Net Income (Loss) available to common shareholders by the Weighted average number of common shares outstanding. Net income (Loss) available to common shareholders is calculated as Net Income (Loss) less dividends declared on Series A Convertible Preferred Shares and Earnings allocated to Convertible Preferred Shares For the three months ended June 30, 2025, total revenue decreased 4.1% to $708.3 million driven by a $13.7 million decrease in our development services revenue due to timing delays in development projects, combined with a $13.3 million year over year decrease in our commercial landscaping business, primarily driven by a decline in commercial landscaping services. For the nine months ended June 30, 2025, total revenue decreased 3.4% to $1,970.0 million driven by a $56.1M million decrease in our commercial landscaping business combined with a $10.5 million decrease in snow removal revenue, both of which were primarily driven by strategic reductions of non-core businesses and to a lesser extent a decline in commercial landscaping and snow in our core business. Fiscal 2025 Results – Segments Maintenance Services - Operating Highlights Three Months Ended June 30, Nine Months Ended June 30, ($ in millions) 2025 2024 Change 2025 2024 Change Landscape Maintenance $ 502.9 $ 516.2 (2.6%) $ 1,200.2 $ 1,256.3 (4.5%) Snow Removal $ 5.9 $ 8.5 (30.6%) $ 210.7 $ 221.2 (4.7%) Total Revenue $ 508.8 $ 524.7 (3.0%) $ 1,410.9 $ 1,477.5 (4.5%) Adjusted EBITDA $ 81.7 $ 80.4 1.6% $ 172.7 $ 166.9 3.5% Adjusted EBITDA Margin 16.1 % 15.3 % 80 bps 12.2 % 11.3 % 90 bps Capital Expenditures $ 98.3 $ 16.8 485.1% $ 171.3 $ 34.7 393.7% For the third quarter of fiscal 2025, revenue in the Maintenance Services Segment decreased by $15.9 million, or 3.0%, from the 2024 period. Commercial Landscaping services decreased by $13.3 million, or 2.6% and snow removal services decreased by $2.6 million or 30.6%. The decrease in commercial landscaping was underpinned by a decline in a combination of contract services and ancillary services. Adjusted EBITDA for the Maintenance Services Segment for the three months ended June 30, 2025, increased by $1.3 million to $81.7 million from $80.4 million in the 2024 period. Segment Adjusted EBITDA Margin increased 80 basis points, to 16.1%, in the three months ended June 30, 2025, from 15.3% in the 2024 period. The increase in Segment Adjusted EBITDA Margin was primarily driven by cost management initiatives, which included reduced vehicle and equipment related costs, and personnel related costs. These savings offset the decrease in revenues described above. For the nine months ended June 30, 2025, Maintenance Services net service revenues decreased by $66.6 million, or 4.5%, from the 2024 period. Commercial Landscaping services decreased by $56.1 million, or 4.5% and snow removal services decreased by $10.5 million, or 4.7%. The decrease was primarily driven by strategic reductions of non-core businesses and to a lesser extent a decline in commercial landscaping in our core business. Adjusted EBITDA for the Maintenance Services Segment for the nine months ended June 30, 2025, increased by $5.8 million to $172.7 million from $166.9 million in the 2024 period. Segment Adjusted EBITDA Margin increased 90 basis points, to 12.2%, in the nine months ended June 30, 2025, from 11.3% in the 2024 period. The increase in Segment Adjusted EBITDA and Adjusted EBITDA Margin was primarily driven by lower personnel related costs, and vehicle and equipment related costs a result of the Company's cost management initiatives. These savings more than offset the decrease in revenues described above. Development Services - Operating Highlights Three Months Ended June 30, Nine Months Ended June 30, ($ in millions) 2025 2024 Change 2025 2024 Change Revenue $ 201.3 $ 215.0 (6.4%) $ 565.0 $ 564.8 0.0% Adjusted EBITDA $ 31.5 $ 27.5 14.5% $ 66.1 $ 52.6 25.7% Adjusted EBITDA Margin 15.6 % 12.8 % 280 bps 11.7 % 9.3 % 240 bps Capital Expenditures $ 5.2 $ 6.4 (18.8%) $ 24.5 $ 11.3 116.8% For the third quarter of fiscal 2025, revenue in the Development Services Segment decreased by $13.7 million, or 6.4%, compared to the 2024 period. The decrease was driven by timing delays in Development Services projects. Adjusted EBITDA for the Development Services Segment for the three months ended June 30, 2025, increased $4.0 million, to $31.5 million, compared to the 2024 period. Segment Adjusted EBITDA Margin increased 280 basis points, to 15.6% for the quarter from 12.8% in the 2024 period. The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were primarily driven by reductions in overhead costs due to the Company's cost management initiatives combined with the timing and mix of projects in the period. For the nine months ended June 30, 2025, revenue in the Development Services Segment increased $0.2 million, or 0.0%, compared to the 2024 period. The results were driven by increased Development Services project volumes in the first half of fiscal 2025, which were offset by delays in the timing of projects during the third quarter. Adjusted EBITDA for the Development Services Segment for the nine months ended June 30, 2025, increased $13.5 million, to $66.1 million, compared to the 2024 period. Segment Adjusted EBITDA Margin increased 240 basis points, to 11.7% for the period from 9.3% in the 2024 period. The increases in Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin were primarily driven by reductions in overhead costs due to the Company's cost management initiatives, combined with the timing and mix of projects in the period. Total BrightView Cash Flow Metrics Nine Months Ended June 30, ($ in millions) 2025 2024 Change Net Cash Provided by Operating Activities $ 207.4 $ 152.1 36.4% Adjusted Free Cash Flow $ 25.8 $ 120.2 (78.5%) Capital Expenditures $ 195.8 $ 46.0 325.7% Net cash provided by operating activities for the nine months ended June 30, 2025, increased $55.3 million, to $207.4 million, from $152.1 million in the 2024 period. This increase was due to a decrease in net income, more than offset by increases in non-cash adjustments to reconcile net income to net cash provided by operating activities, combined with an increase in cash provided by accounts receivable. This was partially offset by a decrease in cash provided by other operating assets. Adjusted Free Cash Flow decreased $94.4 million to $25.8 million for the nine months ended June 30, 2025, from $120.2 million in the prior year. The decrease in Adjusted Free Cash Flow was due to an increase in cash used for capital expenditures, partially offset by an increase in net cash provided by operating activities. For the nine months ended June 30, 2025, capital expenditures were $195.8 million, compared with $46.0 million in the prior year. The Company also generated proceeds from the sale of property and equipment of $14.2 million and $14.1 million during the nine months ended June 30, 2025 and 2024, respectively. Net of proceeds from the sale of property and equipment, net capital expenditures represented 9.2% of revenue in the nine months ended June 30, 2025, compared to 1.6% for the nine months ended June 30, 2024. Total BrightView Balance Sheet Metrics ($ in millions) June 30, 2025 September 30, 2024 June 30, 2024 Total Financial Debt1 $ 876.8 $ 877.3 $ 885.3 Minus: Total Cash & Equivalents 79.1 140.4 115.9 Total Net Financial Debt2 $ 797.7 $ 736.9 $ 769.4 Total Net Financial Debt to Adjusted EBITDA ratio3 2.3x 2.3x 2.4x 1Total Financial Debt includes total long-term debt, net of original issue discount, and finance lease obligations. 2Total Net Financial Debt equals Total Financial Debt minus Total Cash & Equivalents. 3Total Net Financial Debt to Adjusted EBITDA ratio equals Total Net Financial Debt divided by the trailing twelve month Adjusted EBITDA. As of June 30, 2025, the Company's Total Net Financial Debt was $797.7 million, an increase of $60.8 million compared to $736.9 million as of September 30, 2024. The Company's Total Net Financial Debt to Adjusted EBITDA ratio was 2.3x as of June 30, 2025, compared to 2.3x as of September 30, 2024. Conference Call Information A conference call to discuss the third quarter fiscal 2025 financial results is scheduled for August 7, 2025, at 8:30 a.m. EDT. The U.S. toll-free dial-in for the conference call is (800) 274-8461 and the international dial-in is +1 (203) 518-9814. The Conference Access Code is BRIGHT. A live audio webcast of the conference call will be available on the Company's investor website where presentation materials will be posted prior to the call. A replay of the call will be available until 11:59 p.m. EDT on August 21, 2025. To access the recording, dial (800) 839-5495 (Access Code 27525). A link to the current Earnings Call slides can be found at About BrightView BrightView (NYSE: BV), the nation's largest commercial landscaper, proudly designs, creates, and maintains some of the best landscapes on Earth and provides the most efficient and comprehensive snow and ice removal services. With a dependable service commitment, BrightView brings brilliant landscapes to life at premier properties across the United States, including business parks and corporate offices, homeowners' associations, healthcare facilities, educational institutions, retail centers, resorts and theme parks, municipalities, golf courses, and sports venues. BrightView also serves as the Official Field Consultant to Major League Baseball. Through industry-leading best practices and sustainable solutions, BrightView is invested in taking care of our team members, engaging our clients, inspiring our communities, and preserving our planet. Visit and connect with us on X, Facebook, and LinkedIn. Forward Looking Statements This press release contains "forward-looking statements" within the meaning of the safe harbor provision of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are subject to the "safe harbor" created by those sections. All statements, other than statements of historical facts included in this presentation, including statements concerning our plans, objectives, goals, beliefs, business outlook, business trends, expectations regarding our industry, strategy, future events, future operations, future liquidity and financial position, future revenues, projected costs, prospects, plans and objectives of management and other information, may be forward-looking statements. Words such as "believes," "expects," "may," "will," "should," "seeks," "intends," "plans," "estimates," or "anticipates," and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts or guarantees of future performance and are based upon our current expectations, beliefs, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs, and projections are expressed in good faith, and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and projections will result or be achieved, and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Factors that could cause actual results to differ materially from those projected include, but are not limited to: competitive industry pressures; our ability to preserve long-term customer relationships; a determination by customers to reduce their outsourcing or use of preferred vendors; inconsistent practices and the operating results of individual branches; our ability to implement our business strategies and achieve our growth objectives; impacts of future acquisitions or other strategic transactions; the possibility that costs or difficulties related to the integration of acquired businesses' operations will be greater than expected and the possibility that integration efforts will disrupt our business and strain management time and resources; the potential impacts on revenues and our financial condition caused by any disposition of assets or discontinuation of lines of business; the seasonal nature of our landscape maintenance services; our dependence on weather conditions and the impact of severe weather and climate change on our business; disruptions in our supply chain and changes in our ability to source adequate supplies and materials in a timely manner; changes in general economic conditions can result in delays in construction activities which can adversely affect our development services segment; any failure to accurately estimate the overall risk, requirements, or costs when we bid on or negotiate contracts that are ultimately awarded to us and, for such contracts, the ability to collect amounts owed under such contracts; the conditions and periodic fluctuations of the new commercial construction sector, as well as spending on repair and upgrade activities; the level, timing and location of snowfall; our ability to retain or hire our executive management and other key personnel; our ability to attract, retain and maintain positive relations with workers; any failure to properly verify employment eligibility of our employees; the liability exposure from our use of subcontractors to perform work under certain customer contracts; our recognition of future impairment charges; laws and governmental regulations, including those relating to employees, wage and hour, immigration, human health, safety, transportation and the associated financial impact of such regulations; environmental, health and safety laws and regulations, including laws pertaining to the use of pesticides, herbicides and fertilizers, or liabilities thereunder, as well as the related risk of potential litigation; the distraction and impact caused by litigation, of adverse litigation judgments and settlements resulting from legal proceedings; tax increases and changes in tax rules; any increase in on-job accidents involving employees; any failure, inadequacy, interruption, security failure or breach of our information technology systems; compliance with data privacy regulations; any adverse consequences of our substantial indebtedness; our ability to adequately protect our intellectual property; increases in interest rates governing our variable rate indebtedness increasing the cost of servicing our substantial indebtedness; risks related to counterparty credit worthiness or non-performance of the derivative financial instruments we utilize; restrictions within our debt agreements that limit our flexibility in operating; our ability to generate sufficient cash flow to satisfy our significant debt service obligations; the incurrence of substantially more debt, including off-balance sheet financing, contractual obligations and general and commercial liabilities; any failure to extend credit under our facility or reduce the borrowing base under our Revolving Credit Facility; any future sales, or the perception of future sales, by us or our affiliates, which could cause the market price for our common stock to decline; the ability of KKR and One Rock to exert significant influence over us; anti-takeover provisions in our organizational documents that could delay or prevent a change in control; the authorization of our Board of Directors to issue and designate shares of our preferred stock in additional series without stockholder approval; the fact that the holders of our Series A Preferred Stock may have different interests from and vote their shares in a manner deemed adverse to, holders of our common stock; the dividend, liquidation, and redemption rights of the holders of our Series A Preferred Stock; our certificate of incorporation restricting all stockholder litigation matters to the Court of Chancery of the State of Delaware and the federal district courts of the United States of America; general business, economic, and financial market conditions; increases in raw material costs, fuel prices, wages and other operating costs, and changes in our ability to source adequate supplies and materials in a timely manner; occurrence of natural disasters, terrorist attacks, global health emergencies and other external events; heightened inflation, geopolitical conflicts, recession, financial market disruptions, trade policies and tariffs, and other economic conditions; environmental, social and governance matters and/or our reporting of such matters; significant changes in our stock price and its ability for resale; securities analysts' reports about our business or their downgrade of our stock or sector; maintaining effective internal controls; and costs and requirements imposed as a result of maintaining compliance with the requirements of being a public company. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under "Item 1A. Risk Factors" in our Form 10-K for the fiscal year ended September 30, 2024, and such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the "SEC"), which are accessible on the SEC's website at Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC. Any forward-looking statement made in this press release speaks only as of the date on which it was made. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. Non-GAAP Financial Measures To supplement the Company's financial information presented in accordance with GAAP and aid understanding of the Company's business performance, the Company uses certain non-GAAP financial measures, namely "Adjusted EBITDA", "Adjusted EBITDA Margin", "Adjusted Net Income (Loss)", "Adjusted Earnings (Loss) per Share", "Adjusted Free Cash Flow", "Total Financial Debt", "Total Net Financial Debt" and "Total Net Financial Debt to Adjusted EBITDA ratio". We believe Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Share, Adjusted Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio assist investors in comparing our results across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes these non-GAAP financial measures are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management regularly uses these measures as tools in evaluating our operating performance, financial performance and liquidity. Management uses Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Share, Adjusted Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio to supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, to establish discretionary annual incentive compensation and to compare our performance against that of other peer companies using similar measures. In addition, we believe that Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Share, Adjusted Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Share, Adjusted Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity. Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Adjusted EBITDA: We define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization, as further adjusted to exclude certain non-cash, non-recurring and other adjustment items. Adjusted EBITDA Margin: We define Adjusted EBITDA Margin as Adjusted EBITDA, defined above, divided by Net Service Revenues. Adjusted Net Income (Loss): We define Adjusted Net Income (Loss) as net income (loss) including interest and depreciation, and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions and the removal of the discrete tax items. Adjusted Earnings per Share: We define Adjusted Earnings per Share as Adjusted Net Income divided by the (i) weighted average number of common shares outstanding used in the calculation of basic earnings per share plus (ii) shares of common stock related to the Series A Preferred Stock on an as-converted basis, assumed to be converted for the entire period. The addition of shares of common stock related to the Series A Convertible Preferred Stock on an as-converted basis reflects the dilutive impact of the potential conversion of the Series A Preferred Stock and is expected to provide comparability in future periods. Adjusted Free Cash Flow: We define Adjusted Free Cash Flow as cash flows from operating activities less capital expenditures, net of proceeds from the sale of property and equipment. Total Financial Debt: We define Total Financial Debt as total long-term debt, net of original issue discount, and finance lease obligations. Total Net Financial Debt: We define Total Net Financial Debt as Total Financial Debt minus total cash and cash equivalents. Total Net Financial Debt to Adjusted EBITDA ratio: We define Total Net Financial Debt to Adjusted EBITDA ratio as Total Net Financial Debt divided by the trailing twelve month Adjusted EBITDA. Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income (Loss), Adjusted Earnings (Loss) per Share, Adjusted Free Cash Flow, Total Financial Debt, Total Net Financial Debt, and Total Net Financial Debt to Adjusted EBITDA ratio are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) or the ratio of net income (loss) to net revenue as a measure of financial performance, cash flows provided by operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of Adjusted Free Cash Flow available for management's discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. The presentations of these measures have limitations as analytical tools and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to the same or other similarly titled measures of other companies and can differ significantly from company to company. BrightView Holdings, Inc. Consolidated Balance Sheets (Unaudited) (in millions)* June 30, 2025 September 30, 2024 Assets Current assets: Cash and cash equivalents $ 79.1 $ 140.4 Accounts receivable, net 396.2 415.2 Unbilled revenue 108.9 137.8 Other current assets 81.1 86.7 Total current assets 665.3 780.1 Property and equipment, net 493.1 391.9 Intangible assets, net 73.5 95.8 Goodwill 2,015.7 2,015.7 Operating lease assets 74.6 81.3 Other assets 35.0 27.0 Total assets $ 3,357.2 $ 3,391.8 Liabilities and stockholders' equity Current liabilities: Accounts payable $ 120.4 $ 144.1 Deferred revenue 99.7 83.8 Current portion of self-insurance reserves 57.2 52.8 Accrued expenses and other current liabilities 207.2 237.7 Current portion of operating lease liabilities 24.8 24.9 Total current liabilities 509.3 543.3 Long-term debt, net 790.7 802.5 Deferred tax liabilities 47.2 43.9 Self-insurance reserves 124.7 112.8 Long-term operating lease liabilities 55.8 62.6 Other liabilities 42.8 44.3 Total liabilities 1,570.5 1,609.4 Mezzanine equity: Series A convertible preferred shares, $0.01 par value, 7% cumulative dividends; 500,000 shares issued and outstanding as of June 30, 2025 and September 30, 2024, aggregate liquidation preference of $512.0 as of June 30, 2025 and September 30, 2024 507.1 507.1 Stockholders' equity: Preferred stock, $0.01 par value; 50,000,000 shares authorized; no shares issued or outstanding as of June 30, 2025 and September 30, 2024 — — Common stock, $0.01 par value; 500,000,000 shares authorized; 109,500,000 and 108,200,000 shares issued and 95,000,000 and 94,800,000 shares outstanding as of June 30, 2025 and September 30, 2024, respectively 1.1 1.1 Treasury stock, at cost; 14,500,000 and 13,400,000 shares as of June 30, 2025 and September 30, 2024, respectively (188.1 ) (173.5 ) Additional paid-in capital 1,507.8 1,518.1 Accumulated deficit (40.6 ) (68.9 ) Accumulated other comprehensive (loss) (0.6 ) (1.5 ) Total stockholders' equity 1,279.6 1,275.3 Total liabilities, mezzanine equity and stockholders' equity $ 3,357.2 $ 3,391.8 (*) Amounts may not total due to rounding. BrightView Holdings, Inc. Consolidated Statements of Operations (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, 2025 2024 2025 2024 (in millions)* Net service revenues $ 708.3 $ 738.8 $ 1,970.0 $ 2,038.4 Cost of services provided 537.4 561.2 1,524.8 1,575.0 Gross profit 170.9 177.6 445.2 463.4 Selling, general and administrative expense 106.2 120.1 343.5 375.0 Gain on divestiture - (0.1 ) - (44.0 ) Amortization expense 7.1 8.6 22.3 27.4 Income from operations 57.6 49.0 79.4 105.0 Other (income) expense (0.7 ) 0.5 0.1 (1.5 ) Interest expense, net 13.4 15.1 40.3 48.2 Income before income taxes 44.9 33.4 39.0 58.3 Income tax expense 12.6 9.9 10.7 17.5 Net income $ 32.3 $ 23.5 $ 28.3 $ 40.8 Less: Dividends on Series A convertible preferred shares 8.9 8.9 26.8 26.7 Net income attributable to common stockholders $ 23.4 $ 14.6 $ 1.5 $ 14.1 Earnings per share Basic earnings per share $ 0.16 $ 0.10 $ 0.01 $ 0.09 Diluted earnings per share $ 0.15 $ 0.10 $ 0.01 $ 0.09 BrightView Holdings, Inc. Net Loss (Income) Available to Common Shareholders (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, 2025 2024 2025 2024 (in millions)* Net income $ 32.3 $ 23.5 $ 28.3 $ 40.8 Less: Dividends on Series A convertible preferred shares (8.9 ) (8.9 ) (26.8 ) (26.7 ) Less: Earnings allocated to Convertible Preferred Shares (8.5 ) (5.3 ) (0.5 ) (5.1 ) Net income available to common shareholders $ 14.9 $ 9.3 $ 1.0 $ 9.0 BrightView Holdings, Inc. Segment Reporting (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, 2025 2024 2025 2024 (in millions)* Maintenance Services $ 508.8 $ 524.7 $ ... 1,410.9 $ 1,477.5 Development Services 201.3 215.0 565.0 564.8 Eliminations (1.8 ) (0.9 ) (5.9 ) (3.9 ) Net Service Revenues $ 708.3 $ 738.8 $ 1,970.0 $ 2,038.4 Maintenance Services $ 98.3 $ 16.8 $ 171.3 $ 34.7 Development Services 5.2 6.4 24.5 11.3 Capital Expenditures $ 103.5 $ 23.2 $ 195.8 $ 46.0 Maintenance Services $ 81.7 $ 80.4 $ 172.7 $ 166.9 Development Services 31.5 27.5 66.1 52.6 Adjusted EBITDA $ 113.2 $ 107.9 $ 238.8 $ 219.5 (*) Amounts may not total due to rounding. BrightView Holdings, Inc. Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended June 30, 2025 2024 (in millions)* Cash flows from operating activities: Net income $ 28.3 $ 40.8 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 101.2 79.8 Amortization of intangible assets 22.3 27.4 Amortization of financing costs and original issue discount 2.2 2.0 Loss on debt extinguishment 0.7 0.6 Deferred taxes 0.8 (10.1 ) Equity-based compensation 13.6 15.1 Realized gain on hedges (4.1 ) (8.5 ) Gain on divestiture — (44.0 ) Other non-cash activities (2.2 ) (6.0 ) Change in operating assets and liabilities: Accounts receivable 10.0 (9.9 ) Unbilled and deferred revenue 44.7 47.1 Other operating assets (3.5 ) 21.4 Accounts payable and other operating liabilities (6.6 ) (3.6 ) Net cash provided by operating activities 207.4 152.1 Cash flows from investing activities: Purchase of property and equipment (195.8 ) (46.0 ) Proceeds from sale of property and equipment 14.2 14.1 Proceeds from divestiture — 51.6 Other investing activities 2.4 3.2 Net cash (used) provided by investing activities (179.2 ) 22.9 Cash flows from financing activities: Repayments of finance lease obligations (38.4 ) (26.4 ) Repayments of receivables financing agreement (27.9 ) (82.2 ) Proceeds from receivables financing agreement, net of issuance costs 14.5 0.5 Debt issuance and prepayment costs (1.3 ) (2.4 ) Series A preferred stock dividend (26.9 ) (8.9 ) Proceeds from issuance of common stock, net of share issuance costs 2.8 1.3 Repurchase of common stock and distributions (14.5 ) (3.1 ) Contingent business acquisition payments (0.5 ) (4.7 ) Increase in book overdrafts 2.5 — Other financing activities 0.2 (0.2 ) Net cash (used) by financing activities (89.5 ) (126.1 ) Net change in cash and cash equivalents (61.3 ) 48.9 Cash and cash equivalents, beginning of period 140.4 67.0 Cash and cash equivalents, end of period $ 79.1 $ 115.9 Supplemental Cash Flow Information: Cash paid for income taxes, net $ 2.4 $ 14.8 Cash paid for interest $ 43.3 $ 61.9 Non-cash Series A Preferred Stock dividends $ — $ 8.9 Accrual for property and equipment $ 9.1 $ 21.3 (*) Amounts may not total due to rounding. BrightView Holdings, Inc. Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, (in millions)* 2025 2024 2025 2024 Adjusted EBITDA Net income $ 32.3 $ 23.5 $ 28.3 $ 40.8 Income tax expense 12.6 9.9 10.7 17.5 Interest expense, net 13.4 15.1 40.3 48.2 Depreciation expense 38.9 28.1 101.2 79.8 Amortization expense 7.1 8.6 22.3 27.4 Business transformation and integration costs (a) 4.2 17.1 21.2 33.9 Gain on divestiture (b) — (0.1 ) — (44.0 ) Equity-based compensation (c) 4.7 5.1 14.1 15.3 Debt extinguishment (d) — 0.6 0.7 0.6 Adjusted EBITDA $ 113.2 $ 107.9 $ 238.8 $ 219.5 Adjusted Net Income Net income $ 32.3 $ 23.5 $ 28.3 $ 40.8 Amortization expense 7.1 8.6 22.3 27.4 Business transformation and integration costs (a) 4.2 17.1 21.2 33.9 Gain on divestiture (b) — (0.1 ) — (44.0 ) Equity-based compensation (c) 4.7 5.1 14.1 15.3 Debt extinguishment (d) — 0.6 0.7 0.6 Income tax adjustment (e) (2.8 ) (6.5 ) (14.0 ) (5.9 ) Adjusted Net Income $ 45.5 $ 48.3 $ 72.6 $ 68.1 Adjusted Free Cash Flow Cash flows provided by operating activities $ 55.8 $ 42.7 $ 207.4 $ 152.1 Minus: Capital expenditures 103.6 23.2 195.8 46.0 Plus: Proceeds from sale of property and equipment 6.5 11.5 14.2 14.1 Adjusted Free Cash Flow $ (41.3 ) $ 31.0 $ 25.8 $ 120.2 Adjusted Earnings per Share Numerator: Adjusted Net Income $ 45.5 $ 48.3 $ 72.6 $ 68.1 Denominator: Weighted average number of common shares outstanding – basic 95,228,000 94,549,000 95,302,000 94,668,000 Plus: Dilutive impact of Series A convertible preferred stock as-converted 54,242,000 54,242,000 54,242,000 54,127,000 Adjusted weighted average number of common shares outstanding 149,470,000 148,791,000 149,544,000 148,795,000 Adjusted Earnings per Share $ 0.30 $ 0.32 $ 0.48 $ 0.46 (*) Amounts may not total due to rounding. BrightView Holdings, Inc. Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited) (a) Business transformation and integration costs consist of (i) severance and related costs; (ii) business integration costs and (iii) information technology infrastructure, transformation costs, and other. Three Months Ended June 30, Nine Months Ended June 30, (in millions)* 2025 2024 2025 2024 Severance and related costs $ — $ 4.3 $ (0.4 ) $ 10.5 Business integration (f) 0.2 0.4 — (0.5 ) IT, infrastructure, transformation, and other (g) 4.0 12.4 21.6 23.9 Business transformation and integration costs $ 4.2 $ 17.1 $ 21.2 $ 33.9 (b) Represents the realized gain on sale and transaction related expenses related to the divestiture of U.S. Lawns on January 12, 2024. (c) Represents equity-based compensation expense and related taxes recognized for equity incentive plans outstanding. (d) Represents losses on the extinguishment of debt related to Amendment No. 9 to the Credit Agreement, in the fiscal year ended September 30, 20025, and includes accelerated amortization of deferred financing fees and original issue discount as well as fees paid to lenders and third parties. (e) Represents the tax effect of pre-tax items excluded from Adjusted Net Income and the removal of the applicable discrete tax items, which collectively result in a reduction of income tax (benefit). The tax effect of pre-tax items excluded from Adjusted Net Income is computed using the statutory rate related to the jurisdiction that was impacted by the adjustment after taking into account the impact of permanent differences and valuation allowances. Discrete tax items include changes in laws or rates, changes in uncertain tax positions relating to prior years and changes in valuation allowances. Three Months Ended June 30, Nine Months Ended June 30, (in millions)* 2025 2024 2025 2024 Tax impact of pre-tax income adjustments $ 3.1 $ 6.9 $ 14.0 $ 19.3 Discrete tax items (0.3 ) (0.4 ) — (13.4 ) Income tax adjustment $ 2.8 $ 6.5 $ 14.0 $ 5.9 (f) Represents isolated expenses specifically related to the integration of acquired companies such as one-time employee retention costs, employee onboarding and training costs, fleet and uniform rebranding costs, and adjustments to performance based contingent consideration. The Company excludes Business integration costs from the measures disclosed above since such expenses vary in amount due to the number of acquisitions and size of acquired companies as well as factors specific to each acquisition, and as a result lack predictability as to occurrence and/or timing, and create a lack of comparability between periods. (g) Represents expenses related to distinct initiatives, typically significant enterprise-wide changes, including actions taken as part of the Company's One BrightView initiative. Such expenses are excluded from the measures disclosed above since such expenses vary in amount based on occurrence as well as factors specific to each of the activities, are outside of the normal operations of the business, and create a lack of comparability between periods. Total Financial Debt and Total Net Financial Debt (in millions)* June 30, 2025 September 30, 2024 June 30, 2024 Long-term debt, net $ 790.7 $ 802.5 $ 807.0 Plus: Current portion of long term debt — — — Financing costs, net 5.8 6.5 6.8 Present value of net minimum payment - finance lease obligations (h) 80.3 68.3 71.5 Total Financial Debt 876.8 877.3 885.3 Less: Cash and cash equivalents (79.1 ) (140.4 ) (115.9 ) Total Net Financial Debt $ 797.7 $ 736.9 $ 769.4 Total Net Financial Debt to Adjusted EBITDA ratio 2.3x 2.3x 2.4x (h) Balance is presented within Accrued expenses and other current liabilities and Other liabilities in the Consolidated Balance Sheet. (*) Amounts may not total due to rounding. Source: BrightView Landscapes View source version on Contacts For More Information: Investor Relations Chris Stoczko, Vice President of FinanceIR@ News Media David Freireich, Vice President of Communications & Public Sign in to access your portfolio
Business Wire
19 minutes ago
- Business Wire
CareTrust REIT Announces Second Quarter 2025 Operating Results
SAN CLEMENTE, Calif.--(BUSINESS WIRE)--CareTrust REIT, Inc. (NYSE:CTRE) today reported operating results for the quarter ended June 30, 2025, as well as other recent events. For the quarter, CareTrust REIT reported: Investments of $1.1 billion at an estimated stabilized yield of 8.4%, including the acquisition of Care REIT plc; Upsized the credit facility to include a $500 million, 5-year term loan; 12.1 million shares sold under its ATM Program for gross proceeds of $353.9 million; Investment grade rating by Fitch; 99.7% of contractual rent and interest collected; Net income of $68.5 million and net income per share of $0.35; Net Debt to Annualized Normalized Run Rate EBITDA of 2.0x; Normalized FFO of $83.1 million and normalized FFO per share of $0.43; Normalized FAD of $83.1 million and normalized FAD per share of $0.43; and A quarterly dividend of $0.335 per share, representing a payout ratio of approximately 78% on normalized FAD. Since quarter end, CareTrust REIT reports: Closing of investments totaling approximately $29.4 million at an estimated stabilized yield of 9%; Pay off of the secured notes payable and secured revolving credit facilities assumed in the Care REIT acquisition; Cash on hand of approximately $65 million; and Investment pipeline of approximately $600 million. CareTrust's President and Chief Executive Officer, Dave Sedgwick, commented, 'Over the last 18 months we have invested more than the prior eight years combined, deploying roughly $2.7 billion of capital into growth opportunities. In May, we closed on the strategic acquisition of Care REIT that marked our entry into the UK care home market. Determined to maintain momentum in the wake of that transaction, we invested an additional $220 million in the second quarter and since, bringing our total investments year-to-date to approximately $1.2 billion. These investments have broadened our operator bench and diversified our asset mix, payor base and geographic reach -- all while we maintained low leverage, improved our credit capacity to support future expansion and reloaded our pipeline.' Mr. Sedgwick continued, 'To ensure the flywheel continues to rip, we have invested throughout the organization by selectively adding talent in tax, finance, investments and asset management, integrating a team of London-based professionals, and deepening operator relationships. All of these moves together are not only producing meaningful FFO per share growth but are also setting the table for strong performance for years to come.' Financial Results for Quarter Ended June 30, 2025 Chief Financial Officer, Bill Wagner, reported that, for the second quarter, CareTrust reported net income of $68.5 million, or $0.35 per diluted weighted-average common share, normalized FFO of $83.1 million, or $0.43 per diluted weighted-average common share, and normalized FAD of $83.1 million, or $0.43 per diluted weighted-average common share. Liquidity As of quarter end, CareTrust reported net debt-to-annualized normalized run rate EBITDA of 2.0x, which is below the Company's target leverage range of 4.0x to 5.0x, and a net debt-to-enterprise value of approximately 12.3%. Mr. Wagner stated that, as of today, the Company has $65.0 million in borrowings outstanding on its $1.2 billion revolving credit line, with no scheduled debt maturities prior to 2028. He also disclosed that CareTrust currently has approximately $65 million in cash on hand. During the second quarter of 2025, the Company sold 12.1 million shares under its ATM Program at a weighted average sales price of $29.36 per share for gross proceeds of $353.9 million. As of June 30, 2025, the Company had $380.1 million available for future issuances under the ATM Program. 'We have plenty of available capital under both our ATM Program and revolving credit line which will allow us to fund a replenishing pipeline of accretive investment opportunities,' said Mr. Wagner. Increased Guidance The Company increased guidance for 2025, with Mr. Wagner projecting on a per-diluted weighted-average common share basis net income of approximately $1.43 to $1.45, normalized FFO of approximately $1.77 to $1.79, and normalized FAD of approximately $1.77 to $1.79. He noted that the 2025 guidance is based on a diluted weighted-average common share count of 195.3 million shares, and assumes the following: All investments year-to-date; No new investments; Dispositions made to date; Loan repayments made to date; No new dispositions; No new debt incurrences or new equity issuances; and Estimated 2.5% CPI-based rent escalators under CareTrust's long-term net leases. Dividend Maintained During the quarter, CareTrust declared a quarterly dividend of $0.335 per common share. On an annualized basis, the payout ratio was approximately 78% based on second quarter 2025 normalized FFO, and 78% based on second quarter 2025 normalized FAD. Conference Call A conference call will be held on Thursday, August 7, 2025, at 1:00 p.m. Eastern Time (10:00 a.m. Pacific Time), during which CareTrust's management will discuss second quarter 2025 results, recent developments and other matters. The toll-free dial-in number is 1 (800) 715-9871 or toll dial-in number is 1 (646) 307-1963 and the conference ID number is 2243604. To listen to the call online, or to view any financial or other statistical information required by SEC Regulation G, please visit the Investors section of the CareTrust REIT website at This call will be recorded, and will be available for replay via the website for 30 days following the call. About CareTrust TM CareTrust REIT, Inc. is a self-administered, publicly-traded real estate investment trust engaged in the ownership, acquisition, development and leasing of skilled nursing, seniors housing and other healthcare-related properties. With a portfolio of long-term net-leased properties spanning the United States and United Kingdom, and a growing portfolio of quality operators leasing them, CareTrust REIT is pursuing both external and organic growth opportunities across the United States and internationally. More information about CareTrust REIT is available at Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This press release contains, and the related conference call will include, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical statements of fact and statements regarding the Company's intent, belief or expectations, including, but not limited to, statements regarding the following: future financial and financing plans; strategies related to the Company ' s business and its portfolio, including acquisition opportunities and disposition plans; growth prospects; operating and financial performance; expectations regarding the making of distributions and payment of dividends; and the performance of the Company's tenants and operators and their respective facilities. Words such as 'anticipate,' 'believe,' 'could,' 'expect,' 'estimate,' 'intend,' 'may,' 'plan,' 'seek,' 'should,' 'will,' 'would,' and similar expressions, or the negative of these terms, are intended to identify such forward-looking statements, though not all forward-looking statements contain these identifying words. The Company's forward-looking statements are based on management's current expectations and beliefs, and are subject to a number of risks and uncertainties that could lead to actual results differing materially from those projected, forecasted or expected. Although the Company believes that the assumptions underlying these forward-looking statements are reasonable, they are not guarantees and the Company can give no assurance that its expectations will be attained. Factors which could have a material adverse effect on the Company's operations and future prospects or which could cause actual results to differ materially from expectations include, but are not limited to: (i) the ability and willingness of our tenants and borrowers to meet and/or perform their obligations under the agreements we have entered into with them, including without limitation, their respective obligations to indemnify, defend and hold us harmless from and against various claims, litigation and liabilities; (ii) the risk that we may have to incur additional impairment charges related to our assets held for sale if we are unable to sell such assets at the prices we expect; (iii) the impact of healthcare reform legislation, including potential minimum staffing level requirements, on the operating results and financial conditions of our tenants and borrowers; (iv) the ability of our tenants and borrowers to comply with applicable laws, rules and regulations in the operation of the properties we lease to them or finance; (v) the intended benefits of our acquisition of Care REIT plc ('Care REIT') may not be realized, and we will be subject to additional risks from our investment in Care REIT and any other international investments; (vi) the ability and willingness of our tenants to renew their leases with us upon their expiration, and the ability to reposition our properties on the same or better terms in the event of nonrenewal or in the event we replace an existing tenant, as well as any obligations, including indemnification obligations, we may incur in connection with the replacement of an existing tenant; (vii) the availability of and the ability to identify (a) tenants who meet our credit and operating standards, and (b) suitable acquisition opportunities and the ability to acquire and lease the respective properties to such tenants on favorable terms; (viii) the ability to generate sufficient cash flows to service our outstanding indebtedness; (ix) access to debt and equity capital markets; (x) fluctuating interest and currency rates; (xi) the impact of public health crises, including significant COVID-19 outbreaks as well as other pandemics or epidemics; (xii) the ability to retain our key management personnel; (xiii) the ability to maintain our status as a real estate investment trust ('REIT'); (xiv) changes in the U.S. tax law and other state, federal or local laws, whether or not specific to REITs; (xv) other risks inherent in the real estate business, including potential liability relating to environmental matters and illiquidity of real estate investments; and (xvi) any additional factors included in our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, including in the sections entitled 'Risk Factors' in Item 1A of such reports, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC. This press release and the related conference call provides information about the Company's financial results as of and for the quarter ended June 30, 2025 and is provided as of the date hereof, unless specifically stated otherwise. The Company expressly disclaims any obligation to update or revise any information in this press release or the related conference call (and replays thereof), including forward-looking statements, whether to reflect any change in the Company's expectations, any change in events, conditions or circumstances, or otherwise. As used in this press release or the related conference call, unless the context requires otherwise, references to 'CTRE,' ' CareTrust, ' 'CareTrust REIT' or the 'Company' refer to CareTrust REIT, Inc. and its consolidated subsidiaries. GAAP refers to generally accepted accounting principles in the United States of America. CARETRUST REIT, INC. (in thousands) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income attributable to CareTrust REIT, Inc. $ 68,545 $ 10,758 $ 134,347 $ 39,504 Depreciation and amortization 21,215 13,860 39,056 27,308 Noncontrolling interests' share of real estate related depreciation and amortization (2,513 ) — (4,736 ) — Interest expense [1] 13,038 8,222 19,707 16,450 Income tax expense 1,030 — 1,030 — Amortization of stock-based compensation 1,945 1,406 5,038 3,526 Amortization of stock-based compensation related to extraordinary incentive plan 1,081 — 1,897 — EBITDA attributable to CareTrust REIT, Inc. 104,341 34,246 196,339 86,788 Impairment of real estate investments — 25,711 — 28,455 Gain on foreign currency transaction (4,413 ) — (4,413 ) — Property operating expenses 1,090 361 985 1,333 Gain on sale of real estate, net — (21 ) (3,876 ) (32 ) Non-routine transaction costs 61 — 949 — Unrealized (gain) loss on other real estate related investments, net (1,968 ) 1,877 (3,255 ) 2,489 Normalized EBITDA attributable to CareTrust REIT, Inc. 99,111 62,174 $ 186,729 $ 119,033 Full impact of quarterly investments [2] 10,126 3,188 Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. $ 109,237 $ 65,362 (in thousands) (Unaudited) Three Months Ended June 30, 2025 2024 Total debt [1] $ 1,161,990 $ 600,000 Cash, cash equivalents, restricted cash and escrow deposits on acquisitions of real estate (306,051 ) (495,134 ) Net Debt $ 855,939 $ 104,866 Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. [3] $ 436,948 $ 261,448 Net Debt to Annualized Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. 2.0x 0.4x [1] Interest expense and Total debt exclude the effect of the $75.0 million participation interest recorded as a secured borrowing in the consolidated balance sheets. [2] Quarterly adjustments give effect to the investments completed and loans receivable pay downs during the three months ended for the respective period as though such investments and pay downs were completed as of the beginning of the period. [3] Annualized Normalized Run Rate EBITDA is calculated as Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. for the quarter multiplied by four (4). (in thousands) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income attributable to CareTrust REIT, Inc. $ 68,545 $ 10,758 $ 134,347 $ 39,504 Real estate related depreciation and amortization 21,208 13,853 39,041 27,295 Noncontrolling interests' share of real estate related depreciation and amortization (2,513 ) — (4,736 ) — Impairment of real estate investments — 25,711 — 28,455 Gain on sale of real estate, net — (21 ) (3,876 ) (32 ) Funds from Operations (FFO) attributable to CareTrust REIT, Inc. 87,240 50,301 164,776 95,222 Gain on foreign currency transaction (4,413 ) — (4,413 ) — Property operating expenses 1,090 361 985 1,333 Non-routine transaction costs 61 — 949 — Amortization of stock-based compensation related to extraordinary incentive plan 1,081 — 1,897 — Unrealized (gain) loss on other real estate related investments, net (1,968 ) 1,877 (3,255 ) 2,489 Normalized FFO attributable to CareTrust REIT, Inc. $ 83,091 $ 52,539 $ 160,939 $ 99,044 Expand CARETRUST REIT, INC. (in thousands, except per share data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net income attributable to CareTrust REIT, Inc. $ 68,545 $ 10,758 $ 134,347 $ 39,504 Real estate related depreciation and amortization 21,208 13,853 39,041 27,295 Noncontrolling interests' share of real estate related depreciation and amortization (2,513 ) — (4,736 ) — Amortization of deferred financing fees 984 614 1,898 1,228 Amortization of stock-based compensation 1,945 1,406 5,038 3,526 Amortization of stock-based compensation related to extraordinary incentive plan 1,081 — 1,897 — Straight-line rental income (1,760 ) 7 (1,753 ) 14 Amortization of lease incentives 48 4 96 4 Noncontrolling interests' share of amortization of lease incentives (24 ) — (48 ) — Amortization of above and below market leases (972 ) (575 ) (1,898 ) (1,150 ) Noncontrolling interests' share of amortization of below market leases 463 — 926 — Non-cash interest income (703 ) — (1,326 ) — Impairment of real estate investments — 25,711 — 28,455 Gain on sale of real estate, net — (21 ) (3,876 ) (32 ) Funds Available for Distribution (FAD) attributable to CareTrust REIT, Inc. 88,302 51,757 169,606 98,844 Gain on foreign currency transaction (4,413 ) — (4,413 ) — Property operating expenses 1,090 361 985 1,333 Non-routine transaction costs 61 — 949 — Unrealized (gain) loss on other real estate related investments, net (1,968 ) 1,877 (3,255 ) 2,489 Normalized FAD attributable to CareTrust REIT, Inc. $ 83,072 $ 53,995 $ 163,872 $ 102,666 FFO per share attributable to CareTrust REIT, Inc. $ 0.45 $ 0.35 $ 0.87 $ 0.68 Normalized FFO per share attributable to CareTrust REIT, Inc. $ 0.43 $ 0.36 $ 0.85 $ 0.71 FAD per share attributable to CareTrust REIT, Inc. $ 0.46 $ 0.36 $ 0.89 $ 0.71 Normalized FAD per share attributable to CareTrust REIT, Inc. $ 0.43 $ 0.37 $ 0.86 $ 0.74 [1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method. Expand CARETRUST REIT, INC. (in thousands, except per share data) (Unaudited) Quarter Quarter Quarter Quarter Quarter June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 Revenues: Rental income $ 55,407 $ 57,153 $ 62,199 $ 71,646 $ 86,033 Interest income from financing receivable — — 1,009 2,807 2,886 Interest income from other real estate related investments and other income 13,484 20,228 23,736 22,168 23,550 Total revenues 68,891 77,381 86,944 96,621 112,469 Expenses: Depreciation and amortization 13,860 14,009 15,514 17,841 21,215 Interest expense 8,679 8,281 5,122 6,669 13,038 Property taxes and insurance 1,976 2,115 1,946 2,065 2,117 Impairment of real estate investments 25,711 8,417 5,353 — — Transaction costs — — 1,326 888 61 Provision for loan losses — — 4,900 — — Property operating expenses 255 3,477 1,322 105 938 General and administrative 6,136 6,663 9,286 9,023 12,549 Total expenses 56,617 42,962 44,769 36,591 49,918 Other (loss) income: Loss on extinguishment of debt — (657 ) — — — Gain (loss) on sale of real estate, net 21 (2,286 ) 46 3,876 — Unrealized (loss) gain on other real estate related investments, net (1,877 ) 1,800 9,734 1,287 1,968 Gain on foreign currency transaction — — — — 4,413 Total other (loss) income (1,856 ) (1,143 ) 9,780 5,163 6,381 Income before income tax expense 10,418 33,276 51,955 65,193 68,932 Income tax expense — — — — (1,030 ) Net income 10,418 33,276 51,955 65,193 67,902 Net loss attributable to noncontrolling interests (340 ) (165 ) (180 ) (609 ) (643 ) Net income attributable to CareTrust REIT, Inc. $ 10,758 $ 33,441 $ 52,135 $ 65,802 $ 68,545 Expand CARETRUST REIT, INC. (in thousands) (Unaudited) Quarter Quarter Quarter Quarter Quarter June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 Net income attributable to CareTrust REIT, Inc. $ 10,758 $ 33,441 $ 52,135 $ 65,802 $ 68,545 Depreciation and amortization 13,860 14,009 15,514 17,841 21,215 Noncontrolling interests' share of real estate related depreciation and amortization — — (837 ) (2,223 ) (2,513 ) Interest expense 8,222 7,807 4,768 6,669 13,038 Income tax expense — — — — 1,030 Amortization of stock-based compensation 1,406 1,143 1,461 3,093 1,945 Amortization of stock-based compensation related to extraordinary incentive plan — — — 816 1,081 EBITDA attributable to CareTrust REIT, Inc. 34,246 56,400 73,041 91,998 104,341 Write-off of deferred financing costs — — 354 — — Impairment of real estate investments 25,711 8,417 5,353 — — Gain on foreign currency transaction — — — — (4,413 ) Provision for loan losses — — 4,900 — — Property operating expenses (recovery) 361 3,893 1,665 (105 ) 1,090 (Gain) loss on sale of real estate, net (21 ) 2,286 (46 ) (3,876 ) — Loss on extinguishment of debt — 657 — — — Non-routine transaction costs — — 1,326 888 61 Extraordinary incentive plan payment — — 2,313 — — Unrealized loss (gain) on other real estate related investments, net 1,877 (1,800 ) (9,734 ) (1,287 ) (1,968 ) Normalized EBITDA attributable to CareTrust REIT, Inc. $ 62,174 $ 69,853 $ 79,172 $ 87,618 $ 99,111 Net income attributable to CareTrust REIT, Inc. $ 10,758 $ 33,441 $ 52,135 $ 65,802 $ 68,545 Real estate related depreciation and amortization 13,853 14,002 15,507 17,833 21,208 Noncontrolling interests' share of real estate related depreciation and amortization — — (837 ) (2,223 ) (2,513 ) Impairment of real estate investments 25,711 8,417 5,353 — — (Gain) loss on sale of real estate, net (21 ) 2,286 (46 ) (3,876 ) — Funds from Operations (FFO) attributable to CareTrust REIT, Inc. 50,301 58,146 72,112 77,536 87,240 Write-off of deferred financing costs — — 354 — — Gain on foreign currency transaction — — — — (4,413 ) Provision for loan losses — — 4,900 — — Property operating expenses (recovery) 361 3,893 1,665 (105 ) 1,090 Non-routine transaction costs — — 1,326 888 61 Loss on extinguishment of debt — 657 — — — Amortization of stock-based compensation related to extraordinary incentive plan — — — 816 1,081 Extraordinary incentive plan payment — — 2,313 — — Unrealized loss (gain) on other real estate related investments, net 1,877 (1,800 ) (9,734 ) (1,287 ) (1,968 ) Normalized FFO attributable to CareTrust REIT, Inc. $ 52,539 $ 60,896 $ 72,936 $ 77,848 $ 83,091 Expand CARETRUST REIT, INC. (in thousands, except per share data) (Unaudited) Quarter Quarter Quarter Quarter Quarter June 30, 2024 September 30, 2024 December 31, 2024 March 31, 2025 June 30, 2025 Net income attributable to CareTrust REIT, Inc. $ 10,758 $ 33,441 $ 52,135 $ 65,802 $ 68,545 Real estate related depreciation and amortization 13,853 14,002 15,507 17,833 21,208 Noncontrolling interests' share of real estate related depreciation and amortization — — (837 ) (2,223 ) (2,513 ) Amortization of deferred financing fees 614 614 619 914 984 Amortization of stock-based compensation 1,406 1,143 1,461 3,093 1,945 Amortization of stock-based compensation related to extraordinary incentive plan — — — 816 1,081 Straight-line rental income 7 7 7 7 (1,760 ) Amortization of lease incentives 4 5 13 48 48 Noncontrolling interests' share of amortization of lease incentives — — (6 ) (24 ) (24 ) Amortization of above and below market leases (575 ) (809 ) (926 ) (926 ) (972 ) Noncontrolling interests' share of amortization of below market leases — — 463 463 463 Non-cash interest income — — (281 ) (623 ) (703 ) Impairment of real estate investments 25,711 8,417 5,353 — — (Gain) loss on sale of real estate, net (21 ) 2,286 (46 ) (3,876 ) — Funds Available for Distribution (FAD) attributable to CareTrust REIT, Inc. 51,757 59,106 73,462 81,304 88,302 Write-off of deferred financing costs — — 354 — — Gain on foreign currency transaction — — — — (4,413 ) Provision for loan losses — — 4,900 — — Property operating expenses (recovery) 361 3,893 1,665 (105 ) 1,090 Non-routine transaction costs — — 1,326 888 61 Loss on extinguishment of debt — 657 — — — Extraordinary incentive plan payment — — 2,313 — — Unrealized loss (gain) on other real estate related investments, net 1,877 (1,800 ) (9,734 ) (1,287 ) (1,968 ) Normalized FAD attributable to CareTrust REIT, Inc. $ 53,995 $ 61,856 $ 74,286 $ 80,800 $ 83,072 FFO per share attributable to CareTrust REIT, Inc. $ 0.35 $ 0.36 $ 0.40 $ 0.41 $ 0.45 Normalized FFO per share attributable to CareTrust REIT, Inc. $ 0.36 $ 0.38 $ 0.40 $ 0.42 $ 0.43 FAD per share attributable to CareTrust REIT, Inc. $ 0.36 $ 0.37 $ 0.40 $ 0.43 $ 0.46 Normalized FAD per share attributable to CareTrust REIT, Inc. $ 0.37 $ 0.39 $ 0.41 $ 0.43 $ 0.43 Diluted weighted average shares outstanding [1] 145,380 160,025 182,222 187,574 193,055 [1] For the periods presented, the diluted weighted average shares have been calculated using the treasury stock method. Expand CARETRUST REIT, INC. CONSOLIDATED BALANCE SHEETS (in thousands) (Unaudited) June 30, 2025 December 31, 2024 Assets: Real estate investments, net $ 3,256,024 $ 2,226,740 Financing receivable, at fair value (including accrued interest of $1,607 and $281 as of June 30, 2025 and December 31, 2024, respectively) 97,330 96,004 Other real estate related investments (including accrued interest of $4,980 and $4,725 as of June 30, 2025 and December 31, 2024, respectively) 840,900 795,203 Assets held for sale, net 55,166 57,261 Cash and cash equivalents 306,051 213,822 Accounts and other receivables 2,687 1,174 Prepaid expenses and other assets, net 88,415 35,608 Deferred financing costs, net 9,958 11,204 Total assets $ 4,656,531 $ 3,437,016 Liabilities and Equity: Senior unsecured notes payable, net $ 397,371 $ 396,927 Senior unsecured term loan, net 496,019 — Secured notes payable 103,005 — Secured revolving credit facilities 158,985 — Accounts payable, accrued liabilities and deferred rent liabilities 109,073 56,318 Dividends payable 67,101 54,388 Total liabilities 1,331,554 507,633 Redeemable noncontrolling interests 20,934 18,243 Equity: Common stock 1,997 1,870 Additional paid-in capital 3,807,882 3,439,117 Cumulative distributions in excess of earnings (528,376 ) (532,570 ) Accumulated other comprehensive income 19,029 — Total stockholders' equity 3,300,532 2,908,417 Noncontrolling interests 3,511 2,723 Total equity 3,304,043 2,911,140 Total liabilities and equity $ 4,656,531 $ 3,437,016 Expand CARETRUST REIT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) For the Six Months Ended June 30, 2025 2024 Cash flows from operating activities: Net income $ 133,095 $ 39,168 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization (including below-market ground leases) 39,122 27,337 Amortization of deferred financing costs 1,898 1,228 Unrealized (gain) loss on other real estate related investments, net (3,255 ) 2,489 Amortization of stock-based compensation 6,935 3,526 Straight-line rental income (1,753 ) 14 Amortization of lease incentives 97 4 Amortization of above and below market leases (1,899 ) (1,150 ) Noncash interest income (1,581 ) (1,813 ) Gain on sale of real estate, net (3,876 ) (32 ) Impairment of real estate investments — 28,455 Change in operating assets and liabilities: Accounts and other receivables 573 (719 ) Prepaid expenses and other assets, net (459 ) (983 ) Accounts payable, accrued liabilities and deferred rent liabilities 3,260 4,271 Net cash provided by operating activities 172,157 101,795 Cash flows from investing activities: Acquisitions of real estate, net of deposits applied (820,046 ) (204,554 ) Purchases of equipment, furniture and fixtures and improvements to real estate (6,783 ) (1,323 ) Investment in real estate related investments and other loans receivable (21,715 ) (244,825 ) Preferred equity investments (30,000 ) (9,000 ) Principal payments received on real estate related investments and other loans receivable 9,857 — Escrow deposits for potential acquisitions of real estate (1,020 ) (9,075 ) Net proceeds from sales of real estate 44,401 140 Net cash used in investing activities (825,306 ) (468,637 ) Cash flows from financing activities: Proceeds from the issuance of common stock, net 365,282 572,236 Proceeds from the issuance of senior unsecured term loan 500,000 — Proceeds from the secured borrowing — 75,000 Borrowings under unsecured revolving credit facility 525,000 — Payments on unsecured revolving credit facility (525,000 ) — Payments of deferred financing costs (4,189 ) (24 ) Net-settle adjustment on restricted stock (3,325 ) (2,483 ) Dividends paid on common stock (117,440 ) (77,723 ) Contributions from noncontrolling interests 6,888 576 Distributions to noncontrolling interests (2,157 ) (54 ) Net cash provided by financing activities 745,059 567,528 Effect of foreign currency translation 319 — Net increase in cash and cash equivalents 92,229 200,686 Cash and cash equivalents as of the beginning of period 213,822 294,448 Cash and cash equivalents as of the end of period $ 306,051 $ 495,134 Expand CARETRUST REIT, INC. DEBT SUMMARY (dollars in thousands) (Unaudited) June 30, 2025 Fixed Rate Debt Senior unsecured notes payable 3.875 % 2028 $ 400,000 34.4 % $ (2,629 ) $ 397,371 Secured notes payable [1] 3.000 % 2035 50,816 4.4 % — 50,816 Secured notes payable [1] 2.932 % 2035 52,189 4.5 % — 52,189 3.689 % 503,005 43.3 % (2,629 ) 500,376 Floating Rate Debt Senior unsecured term loan 5.427 % [2] 2030 500,000 43.0 % (3,981 ) 496,019 Unsecured revolving credit facility — % [3] 2029 [4] — — % — [5] — Secured revolving credit facility [1] 6.217 % 2029 64,550 5.6 % — 64,550 Secured revolving credit facility [1] 6.217 % 2026 62,160 5.3 % — 62,160 Secured revolving credit facility [1] 6.217 % 2029 32,275 2.8 % — 32,275 5.617 % 658,985 56.7 % (3,981 ) 655,004 [1] Secured notes payable and secured revolving credit facilities were fully paid off subsequent to June 30, 2025. [2] Funds can be borrowed at applicable SOFR plus 1.10% to 1.80% or at the Base Rate (as defined) plus 0.10% to 0.80%. The Company has entered into two interest rate swaps, with a notional amount of $250 million each, that convert the variable SOFR rate to an effective fixed interest rate of 3.5%. [3] Funds can be borrowed at applicable SOFR plus 1.05% to 1.55% or at the Base Rate (as defined) plus 0.05% to 0.55%. [4] Maturity date does not assume exercise of two 6-month extension options. [5] Deferred financing fees are not shown net for the unsecured revolving credit facility and are included in assets on the balance sheet. Expand CARETRUST REIT, INC. (shares in thousands) (Unaudited) 2025 Guidance Increased Full Year 2025 Guidance [1] Low High Net income attributable to CareTrust REIT, Inc. $ 1.43 $ 1.45 Real estate related depreciation and amortization 0.42 0.42 Noncontrolling interests' share of real estate related depreciation and amortization (0.05 ) (0.05 ) (Gain) loss on sale of real estate (0.02 ) (0.02 ) Funds from Operations (FFO) attributable to CareTrust REIT, Inc. 1.78 1.80 Property operating expenses 0.01 0.01 Amortization of extraordinary stock grants 0.02 0.02 Non-routine transaction costs — — Gain on foreign currency transaction (0.02 ) (0.02 ) Unrealized (gain) loss on other real estate related investments, net (0.02 ) (0.02 ) Normalized FFO attributable to CareTrust REIT, Inc. $ 1.77 $ 1.79 Net income attributable to CareTrust REIT, Inc. $ 1.43 $ 1.45 Real estate related depreciation and amortization 0.42 0.42 Noncontrolling interests' share of real estate related depreciation and amortization (0.05 ) (0.05 ) Amortization of deferred financing fees 0.02 0.02 Amortization of stock-based compensation 0.04 0.04 Amortization of extraordinary stock grants 0.02 0.02 Straight-line rental income (0.04 ) (0.04 ) Amortization of above and below market leases (0.01 ) (0.01 ) Noncontrolling interests' share of amortization of below market leases — — Non-cash interest income (0.01 ) (0.01 ) Amortization of lease incentives — — Noncontrolling interests' share of amortization of lease incentives — — (Gain) loss on sale of real estate (0.02 ) (0.02 ) Funds Available for Distribution (FAD) attributable to CareTrust REIT, Inc. 1.80 1.82 Property operating expenses 0.01 0.01 Non-routine transaction costs — — Gain on foreign currency transaction (0.02 ) (0.02 ) Unrealized (gain) loss on other real estate related investments, net (0.02 ) (0.02 ) Normalized FAD attributable to CareTrust REIT, Inc. $ 1.77 $ 1.79 Weighted average shares outstanding: [1] This guidance assumes and includes (i) all investments, dispositions and loan repayments made to date, (ii) no new investments, dispositions, new loans or loan repayments, (iii) no new debt incurrences or new equity issuances, and (iv) estimated 2.5% CPI-based rent escalators under CareTrust's long-term net leases. Expand Non-GAAP Financial Measures EBITDA attributable to CareTrust REIT, Inc. represents net income (loss) attributable to CareTrust REIT, Inc. before interest expense (including amortization of deferred financing costs), income tax expense, amortization of stock-based compensation, and depreciation and amortization. Normalized EBITDA attributable to CareTrust REIT, Inc. represents EBITDA attributable to CareTrust REIT, Inc. as further adjusted to eliminate the impact of certain items that the Company does not consider indicative of core operating performance, such as recovery of previously reversed rent, lease termination revenue, property operating expenses, gains or losses on foreign currency transactions, gains or losses from dispositions of real estate, real estate impairment charges, provision for loan losses, non-routine transaction costs, loss on extinguishment of debt, write-off of deferred financing costs, unrealized gains or losses on other real estate related investments and provision for doubtful accounts and lease restructuring, as applicable. EBITDA attributable to CareTrust REIT, Inc. and Normalized EBITDA attributable to CareTrust REIT, Inc. 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 the Company's liquidity or operating performance. EBITDA attributable to CareTrust REIT, Inc. and Normalized EBITDA attributable to CareTrust REIT, Inc. do not purport to be indicative of cash available to fund future cash requirements, including the Company's ability to fund capital expenditures or make payments on its indebtedness. Further, the Company's computation of EBITDA and Normalized EBITDA may not be comparable to EBITDA and Normalized EBITDA reported by other REITs. Funds from Operations ('FFO'), as defined by the National Association of Real Estate Investment Trusts ('Nareit'), and Funds Available for Distribution ('FAD') are important non-GAAP supplemental measures of operating performance for a REIT. 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. 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 could be less informative. 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 by Nareit as net income computed in accordance with GAAP, excluding gains or losses from dispositions of real estate investments, real estate related depreciation and amortization and real estate impairment charges, adjustments for the share of consolidated joint ventures, and adjustments for unconsolidated partnerships and joint ventures. Noncontrolling interests' pro rata share information is prepared by applying noncontrolling interests' actual ownership percentage for the period and is intended to reflect noncontrolling interests' proportionate economic interest in the financial position and operating results of properties in our portfolio. The Company computes FFO attributable to CareTrust REIT, Inc. in accordance with Nareit's definition. FAD attributable to CareTrust REIT, Inc. is defined as FFO attributable to CareTrust REIT, Inc. excluding noncash income and expenses, such as amortization of stock-based compensation, amortization of deferred financing fees, amortization of above and below market intangibles, amortization of lease incentives, the effects of straight-line rent, adjustments for the share of consolidated joint ventures and non-cash interest income. The Company considers FAD attributable to CareTrust REIT, Inc. to be a useful supplemental measure to evaluate the Company's operating results excluding these income and expense items to help investors, analysts and other interested parties compare the operating performance of the Company between periods or as compared to other companies on a more consistent basis. In addition, the Company reports Normalized FFO attributable to CareTrust REIT, Inc. and Normalized FAD attributable to CareTrust REIT, Inc., which adjust FFO and FAD for certain revenue and expense items that the Company does not believe are indicative of its ongoing operating results, such as write-off of deferred financing costs, provision for loan losses, non-routine transaction costs, provision for doubtful accounts and lease restructuring, loss on extinguishment of debt, extraordinary incentive plan payment, unrealized gains or losses on other real estate related investments, gains or losses on foreign currency transactions, recovery of previously reversed rent, lease termination revenue and property operating expenses. By excluding these items, investors, analysts and our management can compare Normalized FFO and Normalized FAD between periods more consistently. While FFO, Normalized FFO, FAD and Normalized FAD are relevant and widely-used measures of operating performance among REITs, they 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 the Company's liquidity or operating performance. FFO, Normalized FFO, FAD and Normalized FAD do not purport to be indicative of cash available to fund future cash requirements. Further, the Company's computation of FFO, Normalized FFO, FAD and Normalized FAD may not be comparable to FFO, Normalized FFO, FAD and Normalized 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 the Company does. The Company also discloses Net Debt to Annualized Normalized Run Rate EBITDA, which compares the Company's Net Debt as of the last day of the quarter to the Annualized Run Rate EBITDA attributable to CareTrust REIT, Inc. for the quarter. Net Debt is defined as the Company's Total Debt as of the last day of the specified quarter adjusted to exclude the Company's cash, cash equivalents, restricted cash and escrow deposits on acquisition of real estate as of such date as well as the net proceeds from the expected settlement of shares sold under equity forward contracts through the Company's ATM Program that are outstanding as of such date. Normalized Run Rate EBITDA represents Normalized EBITDA, adjusted to give effect to the investments completed during the three months ended for the respective period as though such investments were completed as of the beginning of the period. Annualized Normalized Run Rate EBITDA is calculated as Normalized Run Rate EBITDA attributable to CareTrust REIT, Inc. for the specified quarter multiplied by four. The Company believes that net income attributable to CareTrust REIT, Inc., as defined by GAAP, is the most appropriate earnings measure. The Company also believes that the use of EBITDA, Normalized EBITDA, FFO, Normalized FFO, FAD and Normalized FAD, combined with the required GAAP presentations, improves the understanding of operating results of REITs among investors and makes comparisons of operating results among such companies more meaningful. The Company considers EBITDA and Normalized EBITDA, in each case attributable to CareTrust REIT, Inc., useful in understanding the Company's operating results independent of its capital structure, indebtedness and other charges that are not indicative of its ongoing results, thereby allowing for a more meaningful comparison of operating performance between periods and against other REITs. The Company considers FFO, Normalized FFO, FAD and Normalized FAD, in each case attributable to CareTrust REIT, Inc., to be useful measures for reviewing comparative operating and financial performance because, by excluding gains or losses from real estate dispositions, impairment charges and real estate related depreciation and amortization, and, for FAD and Normalized FAD, by excluding noncash income and expenses such as amortization of stock-based compensation, amortization of deferred financing fees, and the effects of straight-line rent, FFO, Normalized FFO, FAD and Normalized FAD can help investors compare the Company's operating performance between periods and to other REITs. The Company believes that the disclosure of Net Debt to Annualized Normalized Run Rate EBITDA provides a useful measure to investors to evaluate the credit strength of the Company and its ability to service its debt obligations and to compare the Company's credit strength to prior reporting periods and to other companies without the effect of charges that are not indicative of the Company's ongoing performance or that could obscure the Company's actual credit quality and after considering the effect of investments occurring during the period.
Business Wire
19 minutes ago
- Business Wire
Kennedy Wilson Reports Second Quarter 2025 Results
BEVERLY HILLS, Calif.--(BUSINESS WIRE)-- Kennedy-Wilson Holdings, Inc. (NYSE: KW), a leading global real estate investment company with $30 billion in AUM across its real estate equity and debt investment portfolio, today reported results for Q2-2025: Financial Results (Amounts in millions, except per share data) Q2 YTD GAAP Results 2025 2024 2025 2024 GAAP Net (Loss) Income to Common Shareholders 1 ($6.4) ($59.1) ($47.2) ($32.2) Per Diluted Share (0.05) (0.43) (0.34) (0.23) Expand (Amounts in millions) Q2 YTD Non-GAAP Results 2025 2024 2025 2024 Adjusted EBITDA $ 147.1 $ 79.3 $ 245.3 $ 282.5 Adjusted Net Income (Loss) 34.5 (16.8 ) 33.8 53.7 Adjusted EBITDA - Key Components (at KW share) Baseline EBITDA: Property NOI, loan income, and inv. mgt fees (net of compensation and general and administrative expenses) $ 117.0 $ 104.5 $ 225.3 $ 207.6 Realized gain on the sale of real estate 54.0 1.9 52.1 110.2 Change in the fair value of the Co-investment portfolio and Carried interests (8.9 ) (20.6 ) (5.8 ) (30.7 ) Other (15.0 ) (6.5 ) (26.4 ) (4.6 ) Adjusted EBITDA $ 147.1 $ 79.3 $ 245.2 $ 282.5 1 Includes non-cash charges totaling $49.8 million, $62.9 million, $86.8 million, $116.6 million for Q2-25 and Q2-24, YTD-25, YTD-24, respectively, which primarily include depreciation and amortization and fair-value changes. Expand 'We delivered strong financial results in the second quarter, driven from the execution of our asset sale program and a continued strengthening in fundamentals across our investment portfolio," said William McMorrow, CEO of Kennedy Wilson. "Our assets under management (AUM) grew to a record $30 billion, resulting in investment management fees growing by 39% to a quarterly record of $36 million. AUM growth was fueled by accelerating originations in our credit investment platform as well as the expansion of our UK single family rental and U.S. multifamily portfolio, which now includes 40,000 rental housing units in which we have an ownership in and 28,000 units we are financing. We remain highly confident in the strength of our portfolio, platform, and growth outlook." Portfolio & Operational Update Baseline EBITDA Grows by 12% to $117 million: Baseline EBITDA grew by 12% (vs. Q2-24), driven by higher property NOI and investment management fees. Investment Management Fees Increase by 39%: Investment Management Fees totaled a quarterly record of $36 million (vs $26 million in Q2-24) driven by increasing levels of recurring base management fees and loan originations completed in Q2-25. Estimated Annual NOI of $468 million and Fee-Bearing Capital to Record $9.2 billion: Strong Multifamily Same Property Performance (1) : Improving Revenue Leads to NOI Growth Development and Lease-up Portfolio Update: Stabilized The Cornerstone, a 232-unit multifamily property in Dublin, Ireland, which added $3.7 million of Estimated Annual NOI and expands the Company's stabilized Irish apartment portfolio to over 3,500 units. The Vintage affordable housing portfolio has 1,870 multifamily units under development or in lease-up, which upon completion is currently expected to add $9.6 million to Estimated Annual NOI and grow the Vintage platform to 12,695 stabilized units. Investment Management Business and Co-Investment Portfolio Update Q2-25 Investment Management fees grew by 39% to $36 million (vs Q2-24) driven by higher levels of Fee-Bearing Capital, $1.2 billion of new construction loan originations from the Debt Investment Platform, and a $7 million development completion fee related to a previously completed development project in Camarillo, CA. Debt Investment Platform Grows to $10.1 billion in Q2-25: Q2-25 Activity Totals $1.2 Billion: Originated $1.2 billion across 13 new market-rate multifamily and student housing construction loans, completed $524 million in additional fundings on existing loans, and realized $321 million in repayments. For the year, the Company has originated $2.0 billion across 23 market-rate multifamily and student housing construction loans. Future Funding Commitments Total $5.2 billion: The Debt Investment Platform is comprised of $4.8 billion in outstanding loans ($4.6 billion of Fee-Bearing Capital) and $5.2 billion in future funding commitments, which will be added to the Company's Fee-Bearing Capital when funded. KW has an average ownership of 4% in these loans. Strong Rental Housing Origination Pipeline: Currently over $1 billion in new originations in process, all of which relate to market-rate multifamily or student-housing construction projects. There can be no assurances that these transactions will be completed. Real Estate Acquisitions Expand Co-Investment Portfolio: UK Single Family Rental Housing Platform Adds $102 million in New Sites: In Q2-25, acquired two development sites with 192 planned homes for $102 million, which grew platform to $534 million of committed investment across 1,177 planned homes. KW has a 10% interest in this platform, which currently has a target of $1.4 billion in assets. Active pipeline of opportunities totaling over 1,000 homes, with the current platform capacity to potentially reach approximately 4,000 homes at full capital deployment. U.S. Multifamily Acquisitions Total $387 Million: Acquired four multifamily communities totaling 1,181 units in the Pacific Northwest and Mountain West for $387 million. KW has a 12% weighted-average ownership interest in these acquisitions. $250 million of Cash Generated from Dispositions and Recapitalizations in Q2-25: Sale of $409 million in Consolidated Non-Core Assets: Sold two Irish office properties, an Italian office property, and other non-income producing investments for a total of $207 million. Sold a wholly-owned multifamily property in Northern California built in 1988 totaling 1,008 units, which will be converted to an affordable housing community and in which the Company's ownership was reduced from 100% to 10%. Consolidated sales generated $123 million of cash and total gains on sale of $55 million. Co-Investment Portfolio: As previously disclosed, the Company completed a hotel property recapitalization which resulted in $125 million of cash to KW. Balance Sheet and Liquidity Cash and Line of Credit: In Q2, the Company repaid $170 million on its revolving credit facility. As of June 30, 2025, Kennedy Wilson had a total of $309 million (1) in cash and cash equivalents and $102 million drawn on its $550 million revolving credit facility. Debt Profile: Kennedy Wilson's share of debt had a weighted average effective interest rate of 4.7% and a weighted average maturity of 4.6 years as of June 30, 2025. Approximately 98% of the Company's debt is either fixed (74%) or hedged with interest rate derivatives (24%). Interest Rate Hedging Update: The Company hedges its floating rate exposure through the use of interest rate caps and swaps: Interest rate hedges have a weighted-average maturity of 1.0 years and result in an 70 basis point improvement in the effective interest rate of its floating-rate hedged debt. Received $5 million of cash from interest rate derivatives in Q2-25, which is not reflected as an offset to interest expense. Foreign Currency Hedging Update: Kennedy Wilson hedges its exposure to foreign currency fluctuations by borrowing in the currency in which it invests and using foreign currency hedging instruments. As of June 30, 2025, the Company has hedged approximately 91% of the carrying value of its foreign currency investments, using local currency debt and hedging instruments with a weighted average term of 1.5 years. Share Repurchases: The Company repurchased 0.4 million shares during Q2-25 at a weighted average price of $6.21. As of June 30, 2025, the Company has approximately $101 million remaining on its $500 million share repurchase authorization. Subsequent Events The Company announced a full redemption of its €300 million outstanding euro-denominated 3.25% notes due November 2025 issued by Kennedy Wilson Europe Real Estate Limited, a wholly-owned subsidiary of Kennedy Wilson. The redemption will be completed on October 3, 2025 and funded using cash proceeds from its previously announced asset sale program, existing liquidity, and/or borrowings under its revolving credit facility. On that date, the Company will pay the full redemption amount comprising the outstanding principal together with all accrued and unpaid interest. Footnotes (1) Represents consolidated cash and includes $113 million of restricted cash, which is included in cash and cash equivalents and primarily relates to lender reserves associated with consolidated mortgages that we hold on properties. These reserves typically relate to interest, tax, insurance and future capital expenditures at the properties. Additionally, we are subject to withholding taxes to the extent we repatriate cash from certain of our foreign subsidiaries. Under the KWE Notes covenants we have to maintain certain interest coverage and leverage ratios to remain in compliance (see "Indebtedness and Related Covenants" for more detail on KWE Notes in the Company's quarterly report). Due to these covenants, we evaluate the tax and covenant implications before we distribute cash, which could impact the availability of funds at the corporate level. The Company's share of cash, including unconsolidated joint ventures, totals $440 million. Expand Conference Call and Webcast Details Kennedy Wilson will hold a live conference call and webcast to discuss results at 9:00 a.m. PT/ 12:00 p.m. ET on Thursday, August 7. The direct dial-in number for the conference call is (844) 340-4761 for U.S. callers and (412) 717-9616 for international callers. A replay of the call will be available for one week beginning one hour after the live call and can be accessed by (877) 344-7529 for U.S. callers and (412) 317-0088 for international callers. The passcode for the replay is 8633071. The webcast will be available at: A replay of the webcast will be available one hour after the original webcast on the Company's investor relations web site for three months. About Kennedy Wilson Kennedy Wilson (NYSE: KW) is a leading real estate investment company with $30 billion of assets under management in high growth markets across the United States, the UK and Ireland. Drawing on decades of experience, our relationship-oriented team excels at identifying opportunities and building value through market cycles, closing more than $60 billion in total transactions across the property spectrum since going public in 2009. Kennedy Wilson owns, operates, and builds real estate within our high-quality, core real estate portfolio and through our investment management platform, where we target opportunistic equity and debt investments alongside our partners. For further information, please visit Kennedy-Wilson Holdings, Inc. Consolidated Statements of Operations (Unaudited) (Dollars in millions, except share amounts and per share data) Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Revenue Rental $ 93.3 $ 97.8 $ 190.6 $ 195.2 Hotel — — — 9.3 Investment management fees 36.4 26.1 61.4 47.4 Loan 5.7 8.0 11.5 16.1 Other 0.3 0.1 0.5 0.4 Total revenue 135.7 132.0 264.0 268.4 (Loss) income from unconsolidated investments Principal co-investments 1.8 (5.8 ) 21.4 3.9 Carried interests (2.0 ) (12.3 ) (10.2 ) (28.7 ) Total (loss) income from unconsolidated investments (0.2 ) (18.1 ) 11.2 (24.8 ) Gain on sale of real estate, net 55.1 0.2 54.3 106.6 Expenses Rental 35.4 37.0 73.5 74.2 Hotel — — — 7.6 Compensation and related (including $6.5, $6.0, $12.8, and $11.2 of share-based compensation) 32.3 31.8 59.2 59.4 Carried interests compensation (0.6 ) (4.5 ) (3.3 ) (10.0 ) General and administrative 8.8 9.5 19.2 17.8 Depreciation and amortization 34.5 36.4 68.6 75.3 Total expenses 110.4 110.2 217.2 224.3 Interest expense (62.5 ) (63.8 ) (123.9 ) (128.5 ) Loss on early extinguishment of debt (2.1 ) (0.5 ) (2.1 ) (0.2 ) Other (loss) income (5.6 ) 0.3 (10.8 ) 7.1 Income (loss) before benefit from (provision for) income taxes 10.0 (60.1 ) (24.5 ) 4.3 (Provision for) benefit from income taxes (4.4 ) 11.8 0.5 (14.9 ) Net income (loss) 5.6 (48.3 ) (24.0 ) (10.6 ) Net (income) loss attributable to noncontrolling interests (1.1 ) 0.1 (1.4 ) 0.2 Preferred dividends (10.9 ) (10.9 ) (21.8 ) (21.8 ) Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders $ (6.4 ) $ (59.1 ) $ (47.2 ) $ (32.2 ) Basic loss per share Loss per share $ (0.05 ) $ (0.43 ) $ (0.34 ) $ (0.23 ) Weighted average shares outstanding 138,144,013 137,588,910 137,946,790 138,142,769 Diluted loss per share Loss per share $ (0.05 ) $ (0.43 ) $ (0.34 ) $ (0.23 ) Weighted average shares outstanding 138,144,013 137,588,910 137,946,790 138,142,769 Dividends declared per common share $ 0.12 $ 0.12 $ 0.24 $ 0.36 Expand Kennedy-Wilson Holdings, Inc. Adjusted EBITDA (Unaudited) (Dollars in millions) The table below reconciles net income attributable to Kennedy-Wilson Holdings, Inc. common shareholders to Adjusted EBITDA, using Kennedy Wilson's pro-rata share amounts for each adjustment item. Six Months Ended June 30, June 30, 2025 2024 2025 2024 Net loss attributable to Kennedy-Wilson Holdings, Inc. common shareholders $ (6.4 ) $ (59.1 ) $ (47.2 ) $ (32.2 ) Non-GAAP adjustments: Add back (Kennedy Wilson's Share) (1): Interest expense 95.2 96.5 188.1 191.7 Loss on early extinguishment of debt 2.1 0.5 2.1 0.2 Depreciation and amortization 34.4 36.3 68.2 74.7 Provision for (benefit from) income taxes 4.4 (11.8 ) (0.5 ) 15.1 Preferred dividends 10.9 10.9 21.8 21.8 Share-based compensation 6.5 6.0 12.8 11.2 Adjusted EBITDA $ 147.1 $ 79.3 $ 245.3 $ 282.5 (1) See Appendix for reconciliation of Kennedy Wilson's Share amounts. Expand Adjusted Net Income (Unaudited) (Dollars in millions, except share data) The table below reconciles net income attributable to Kennedy-Wilson Holdings, Inc. common shareholders to Adjusted Net Income, using Kennedy Wilson's pro-rata share amounts for each adjustment item. Three Months Ended Six Months Ended June 30, June 30, 2025 2024 2025 2024 Net loss income attributable to Kennedy-Wilson Holdings, Inc. common shareholders $ (6.4 ) $ (59.1 ) $ (47.2 ) $ (32.2 ) Non-GAAP adjustments: Add back (Kennedy Wilson's Share) (1): Depreciation and amortization 34.4 36.3 68.2 74.7 Share-based compensation 6.5 6.0 12.8 11.2 Adjusted Net Income (Loss) $ 34.5 $ (16.8 ) $ 33.8 $ 53.7 Weighted average shares outstanding for diluted 137,588,910 137,946,790 138,142,769 (1) See Appendix for reconciliation of Kennedy Wilson's Share amounts. Expand Forward-Looking Statements Statements made by us in this report and in other reports and statements released by us that are not historical facts constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are necessarily estimates reflecting the judgment of our senior management based on our current estimates, expectations, forecasts and projections and include comments that express our current opinions about trends and factors that may impact future operating results. Disclosures that use words such as "believe," "anticipate," "estimate," "intend," "may," "could," "plan," "expect," "project" or the negative of these, as well as similar expressions, are intended to identify forward-looking statements. These statements are not guarantees of future performance, rely on a number of assumptions concerning future events, many of which are outside of our control, and involve known and unknown risks and uncertainties that could cause our actual results, performance or achievement, or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties may include the factors and the risks and uncertainties described elsewhere in this report and other filings with the Securities and Exchange Commission (the "SEC"), including the Item 1A. "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2024, as amended by our subsequent filings with the SEC. Any such forward-looking statements, whether made in this report or elsewhere, should be considered in the context of the various disclosures made by us about our businesses including, without limitation, the risk factors discussed in our filings with the SEC. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise. Common Definitions 'KWH,' "KW," 'Kennedy Wilson,' the "Company," "we," "our," or "us" refers to Kennedy-Wilson Holdings, Inc. and its wholly-owned subsidiaries. 'Adjusted EBITDA' represents net (loss) income before interest expense, loss (gain) on early extinguishment of debt, our share of interest expense included in unconsolidated investments, depreciation and amortization, our share of depreciation and amortization included in unconsolidated investments, preferred dividends, provision for (benefit from) income taxes, our share of taxes included in unconsolidated investments, share-based compensation expense for the Company, and EBITDA attributable to noncontrolling interests. Please also see the reconciliation to GAAP in the Company's supplemental financial information included in this release and also available at Our management uses Adjusted EBITDA to analyze our business because it adjusts net income for items we believe do not accurately reflect the nature of our business going forward or that relate to non-cash compensation expense or noncontrolling interests. Such items may vary for different companies for reasons unrelated to overall operating performance. Additionally, we believe Adjusted EBITDA is useful to investors to assist them in getting a more accurate picture of our results from operations. However, Adjusted EBITDA is not a recognized measurement under GAAP and when analyzing our operating performance, readers should use Adjusted EBITDA in addition to, and not as an alternative for, net income as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of Adjusted EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, Adjusted EBITDA is not intended to be a measure of free cash flow for management's discretionary use, as it does not remove all non-cash items or consider certain cash requirements such as tax and debt service payments. The amount shown for Adjusted EBITDA also differs from the amount calculated under similarly titled definitions in our debt instruments, which are further adjusted to reflect certain other cash and non-cash charges and are used to determine compliance with financial covenants and our ability to engage in certain activities, such as incurring additional debt and making certain restricted payments. "Adjusted Fees" refers to Kennedy Wilson's gross investment management and property services fees adjusted to include Kennedy Wilson's share of fees eliminated in consolidation, and performance fees included in unconsolidated investments. Our management uses Adjusted Fees to analyze our investment management and business because the measure removes required eliminations under GAAP for properties in which the Company provides services but also has an ownership interest. These eliminations understate the economic value of the investment management and property services fees and makes the Company comparable to other real estate companies that provide investment management but do not have an ownership interest in the properties they manage. Our management believes that adjusting GAAP fees to reflect these amounts eliminated in consolidation presents a more holistic measure of the scope of our investment management and real estate services business. "Adjusted Net Income" represents net income (loss) before depreciation and amortization, Kennedy Wilson's share of depreciation and amortization included in unconsolidated investments, share-based compensation, and excluding net income attributable to noncontrolling interests, before depreciation and amortization. Please also see the reconciliation to GAAP in the Company's supplemental financial information included in this release and also available at "Baseline EBITDA" is a non-GAAP measure representing net (loss) income less total income from unconsolidated investments, gain (loss) on sale of real estate, net, other income (loss) and non-controlling interest, plus share-based compensation, carried interest compensation, depreciation and amortization, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes, NOI from unconsolidated investments (at KW's share) and fees eliminated in consolidation. "Cap rate" represents the net operating income of an investment for the year preceding its acquisition or disposition, as applicable, divided by the purchase or sale price, as applicable. Capitalization ("Cap") rates discussed in this report only include data from income-producing properties. The Company calculates cap rates based on information that is supplied to it during the acquisition diligence process. This information is not audited or reviewed by independent accountants and may be presented in a manner that is different from similar information included in the Company's financial statements prepared in accordance with GAAP. In addition, cap rates represent historical performance and are not a guarantee of future net operating income ("NOI"). Properties for which a cap rate is discussed may not continue to perform at that cap rate. "Carried interests' refers to amounts that are allocated to the Company under Funds and the Co-Investment investments based on the cumulative performance of such venture and are subject to preferred return thresholds of the partners of such venture. In the case of Funds, carried interests represent an allocation relating to the performance of investment management services, whereas in the case of a Co-Investment, carried interests represent returns for the performance of the underlying investments in the Co-Investment investments structures subject to collaborative decision-making. "Carried interests compensation' refers to any carried interests earned by certain commingled funds and separate account investments to be allocated to certain non-NEO employees of the Company, as approved by the compensation committee of the Company's board of directors. "Equity partners" refers to non-wholly-owned subsidiaries that we consolidate in our financial statements under U.S. GAAP and third-party equity providers. "Estimated Annual NOI" is a property-level non-GAAP measure representing the estimated annual net operating income from each property as of the date shown, inclusive of rent abatements (if applicable). The calculation excludes depreciation and amortization expense, and does not capture the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures, tenant improvements, and leasing commissions necessary to maintain the operating performance of our properties. For assets wholly-owned and fully occupied by KW, the Company provides an estimated NOI for valuation purposes of $4.4 million, which includes an assumption for applicable market rents. Any of the enumerated items above could have a material effect on the performance of our properties. Also, where specifically noted, for properties purchased in 2025, the NOI represents estimated Year 1 NOI from our original underwriting. Estimated year 1 NOI for properties purchased in 2025 may not be indicative of the actual results for those properties. Estimated annual NOI is not an indicator of the actual annual net operating income that the Company will or expects to realize in any period. Please also see the definition of "Net operating income" below. Please also see the reconciliation to GAAP in the Company's supplemental financial information included in this release and also available at "Fee-Bearing Capital" represents total third-party committed or invested capital that we manage in our joint-ventures, commingled funds, and debt platform that entitle us to earn fees, including without limitation, asset management fees, construction management fees, acquisition and disposition fees and/or promoted interest, if applicable. "Gross Asset Value' refers to the gross carrying value of assets, before debt, depreciation and amortization, and net of noncontrolling interests. "Net operating income" or "NOI' is a non-GAAP measure representing the income produced by a property calculated by deducting certain property expenses from property revenues. Our management uses net operating income to assess and compare the performance of our properties and to estimate their fair value. Net operating income does not include the effects of depreciation or amortization or gains or losses from the sale of properties because the effects of those items do not necessarily represent the actual change in the value of our properties resulting from our value-add initiatives or changing market conditions. Our management believes that net operating income reflects the core revenues and costs of operating our properties and is better suited to evaluate trends in occupancy and lease rates. Please also see the reconciliation to GAAP in the Company's supplemental financial information included in this release and also available at "Noncontrolling interests" represents the portion of equity ownership in a consolidated subsidiary not attributable to Kennedy Wilson. "Principal co-investments' consists of the Company's share of income or loss earned on investments in which the Company can exercise significant influence but does not have control. Income from unconsolidated investments includes income from ordinary course operations of the underlying investment, gains on sale, fair value gains and losses. "Pro-Rata" represents Kennedy Wilson's share calculated by using our proportionate economic ownership of each asset in our portfolio. Please also refer to the pro-rata financial data in our supplemental financial information. "Property NOI" or "Property-level NOI" is a non-GAAP measure calculated by deducting the Company's Pro-Rata share of rental and hotel property expenses from the Company's Pro-Rata rental, hotel and loans and other revenues. Please also see the reconciliation to GAAP in the Company's supplemental financial information included in this release and also available at "Real Estate Assets under Management" ("AUM") generally refers to the properties and other assets with respect to which the Company provides (or participates in) oversight, investment management services and other advice, and which generally consist of real estate properties or loans, and investments in joint ventures. AUM is principally intended to reflect the extent of the Company's presence in the real estate market, not the basis for determining management fees. AUM consists of the total estimated fair value of the real estate properties, total loan commitments made through out debt investment platform, inclusive of both currently outstanding loan amounts and contractual future fundings, and other real estate-related assets either owned by third parties, wholly-owned by the Company or held by joint ventures and other entities in which its sponsored funds or investment vehicles and client accounts have invested. The estimated value of development properties is included at estimated completion cost. The accuracy of estimating fair value for investments cannot be determined with precision and cannot be substantiated by comparison to quoted prices in active markets and may not be realized in a current sale or immediate settlement of the asset or liability (particularly given the ongoing macroeconomic conditions such as, but not limited to recent adverse developments affecting regional banks and other financial institutions, and ongoing military conflicts around the world and uncertainty with respect to fluctuating interest rates continue to fuel recessionary fears and create volatility in Kennedy Wilson's business results and operations). Recently, there has also been a lack of liquidity in the capital markets as well as limited transactions which has had an impact on the inputs associated with fair values. Additionally, there are inherent uncertainties in any fair value measurement technique, and changes in the underlying assumptions used, including capitalization rates, discount rates, liquidity risks, and estimates of future cash flows could significantly affect the fair value measurement amounts. All valuations of real estate involve subjective judgments. "Same property" refers to stabilized consolidated and unconsolidated properties in which Kennedy Wilson has an ownership interest during the entire span of both periods being compared. This analysis excludes properties that during the comparable periods (i) were acquired, (ii) were sold, (iii) are either under development or undergoing lease up or major repositioning as part of the Company's asset management strategy, (iv) were investments in which the Company holds a minority ownership position, and (v) certain non-recurring income and expenses. The analysis only includes Office, Multifamily and Hotel properties, where applicable. To derive an appropriate measure of operating performance across the comparable periods, the Company removes the effects of foreign currency exchange rate movements by using the reported period-end exchange rate to translate from local currency into the U.S. dollar, for both periods. Amounts are calculated using Kennedy Wilson's ownership share in the Company's consolidated and unconsolidated properties. Management evaluates the performance of the operating properties the Company owns and manages using a 'same property' analysis because the population of properties in this analysis is consistent from period to period, which allows management and investors to analyze (i) the Company's ongoing business operations and (ii) the revenues and expenses directly associated with owning and operating the Company's properties and the impact to operations from trends in occupancy rates, rental rates and operating costs. Same property metrics are widely recognized measures in the real estate industry, however, other publicly-traded real estate companies may not calculate and report same property results in the same manner as the Company. Please also see 'Management's Discussion and Analysis of Financial Condition and Results of Operations - Certain Non-GAAP Measures and Reconciliations' for a reconciliation of 'same property' results to the most comparable measure reported under GAAP. Note about Non-GAAP and certain other financial information included in this presentation In addition to the results reported in accordance with U.S. generally accepted accounting principles ("GAAP") included within this presentation, Kennedy Wilson has provided certain information, which includes non-GAAP financial measures (including Adjusted EBITDA, Adjusted Net Income, Net Operating Income, and Adjusted Fees, as defined above). Such information is reconciled to its closest GAAP measure in accordance with the rules of the SEC, and such reconciliations are included within this presentation. These measures may contain cash and non-cash acquisition-related gains and expenses and gains and losses from the sale of real-estate related investments. Consolidated non-GAAP measures discussed throughout this report contain income or losses attributable to non-controlling interests. Management believes that these non-GAAP financial measures are useful to both management and Kennedy Wilson's shareholders in their analysis of the business and operating performance of the Company. Management also uses this information for operational planning and decision-making purposes. Non-GAAP financial measures are not and should not be considered a substitute for any GAAP measures. Additionally, non-GAAP financial measures as presented by Kennedy Wilson may not be comparable to similarly titled measures reported by other companies. Annualized figures used throughout this release and supplemental financial information, and our estimated annual net operating income metrics, are not an indicator of the actual net operating income that the Company will or expects to realize in any period. KW-IR
