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Sonida Senior Living Announces First Quarter 2026 ResultsMay 11, 2026 7:30 AM
Business Wire Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA), a leading owner, operator and investor of senior housing communities, today announced its results for the first quarter ended March 31, 2026. “The first quarter of 2026 marks the beginning of a new phase of evolution for Sonida. With our operating foundation firmly in place, we are entering Phase 3 — Compounding, with clear momentum and a focused strategy for creating long-term value. Our same-store portfolio delivered strong pro forma results in the quarter, with occupancy expanding 220 basis points year-over-year and community NOI increasing 14% with 170 basis points of margin expansion. As we scale across a larger, more integrated portfolio, tools like SPIN, our Sonida Performance Insight Navigator, are becoming central to how our community teams deliver high-quality care, manage resources efficiently, and drive sustainable NOI growth over time. Alongside our operational progress, we recently introduced a refined capital allocation framework, prioritizing our highest-conviction opportunities, pursuing disciplined external growth, and maintaining balance sheet flexibility, all in service of compounding value deliberately and delivering durable, compelling long-term returns for our shareholders,” said Brandon Ribar, President and CEO. CHP Merger As previously announced, on March 11, 2026, the Company completed the acquisition of CNL Healthcare Properties, Inc. (“CHP”), a public non-traded real estate investment trust which owned a national portfolio of 69 high-quality senior housing communities, pursuant to the definitive merger agreement (the “Merger Agreement”), by and among the Company, CHP and its affiliates (the “CHP Merger”). Under the terms of the Merger Agreement, the Company acquired 100% of the outstanding common stock of CHP in a stock and cash transaction valued at approximately $1.8 billion, with approximately 66% of the consideration paid in the form of newly issued Sonida Common Stock and approximately 34% paid in cash. Specifically, each share of CHP common stock was converted into $2.32 in cash and 0.1318 shares of Sonida common stock, which was determined by dividing (a) $4.58 by (b) the volume weighted average price (“VWAP”) of Sonida common stock during a measurement period prior to closing of the transaction was $35.93 and subject to a collar of 15% below the transaction reference price for the Sonida common stock of $26.74 (the “Transaction Reference Price”) and 30% above the Transaction Reference Price. First Quarter 2026 Resident revenue increased $29.1 million, or 36.7%, comparing Q1 2026 to Q1 2025 driven by the CHP Merger. Pro forma1 weighted average occupancy at-share for the Company’s Same-Store Portfolio increased 220 basis points to 87.2% in Q1 2026 from 85.0% in Q1 20252. Net loss attributable to Sonida shareholders for Q1 2026 was $41.2 million, as compared to $12.5 million for Q1 2025. This increase is primarily due to a $25.5 million increase in transaction, transition and restructuring costs in connection with the CHP Merger. Q1 2026 Adjusted EBITDA and Pro forma Adjusted EBITDA, at-share, non-GAAP measures, were $21.5 million and $48.0 million, respectively, as compared to $13.6 million and $43.8 million, respectively, in Q1 2025. Results for the Company’s Same-Store Portfolio communities were as follows: Q1 2026 vs. Q1 20251: Pro forma Revenue Per Available Unit (“RevPAR”) increased 780 basis points to $4,601. Pro forma Revenue Per Occupied Unit (“RevPOR”) increased 500 basis points to $5,274. Q1 2026 Community Net Operating Income, at-share and pro forma community Net Operating Income, at-share, non-GAAP measures, were $26.0 million and $48.0 million, respectively, as compared to $19.0 million and $42.1 million, respectively, for Q1 2025.3 Q1 2026 Community Net Operating Income Margin, at-share and pro forma community Net Operating Income Margin, at-share, non-GAAP measures, were 28.9% and 31.2% as compared to 28.5% and 29.5%, respectively, for Q1 2025.3 Q1 2026 vs. Q4 20251: Pro forma RevPAR increased 230 basis points to $4,601. Pro forma RevPOR increased 220 basis points to $5,274. Q1 2026 Community Net Operating Income, at-share and pro forma community Net Operating Income, at-share, a non-GAAP measure, were $26.0 million and $48.0 million, respectively, as compared to $20.7 million and $44.6 million, respectively, for Q4 2025.3 Q1 2026 Community Net Operating Income Margin, at-share and pro forma community Net Operating Income Margin, at-share, a non-GAAP measure, were 28.9% and 31.2% as compared to 29.2% and 29.7%, respectively, for Q4 2025.3 _____________________ 1 References in this release to “pro forma” give effect to the Company’s acquisition of CHP as if it occurred on the first day of the periods presented. These numbers are estimates based on ranges and subject to revision. The pro forma numbers presented in this discussion are based on the midpoint of the estimated range. See “CHP Adjusted Pro Forma Financial Measures” on page 13 of this release for further discussion. 2 Please see “Definitions” on page 9 of this release for the definitions of Same-Store Community Portfolio, RevPAR, and RevPOR. 3 Please see pages 9-12 of this release for reconciliations of non-GAAP financial measures. CHP Merger Capitalization As previously announced, on March 10, 2026, the Company entered into a bridge loan agreement to provide for $270 million of bridge debt financing (the “Bridge Facility”). In addition, the Company incurred aggregate borrowings of $245 million under its revolving credit facility (“Revolving Credit Facility”) and $525 million under its permanent term loans facility (the “Term Loans”). The Company’s Revolving Credit Facility has a leverage-based pricing matrix of Secured Overnight Financing Rate (“SOFR”) plus 1.35% margin and SOFR plus 2.00% margin, and a matures on March 10, 2030. The Term Loans are comprised of two equal tranches: a three-year tranche that matures March 10, 2029 and a five-year tranche that matures March 10, 2031. The Term Loans are subject to a leverage-based pricing matrix between SOFR plus 1.30% margin and SOFR plus 1.95% margin. The proceeds of the Bridge Facility, together with the proceeds of the Term Loans and the Revolving Credit Facility, were used to fund a portion of the cash consideration paid to the holders of common stock of CHP pursuant to the Merger Agreement, to repay certain existing unsecured senior indebtedness of CHP, to pay certain fees and expenses incurred in connection with the foregoing, to refinance the borrowings under the Company’s then existing revolving credit facility, and for general corporate purposes. The Bridge Facility will mature on March 9, 2027. The Bridge Facility is subject to a leverage-based pricing matrix between SOFR plus 1.35% margin and SOFR plus 2.00% margin; provided that the margin applicable to the Bridge Facility will increase by 0.25% on each date that is 90, 180 and 270 days after March 10, 2026. The Company entered into a SOFR-based interest rate cap (“IRC”) to reduce exposure to the variable interest rate fluctuations associated with the Bridge Facility. The IRC has a total cost of $35 thousand, an aggregate notional amount of $270 million, a 12-month term and a cap rate of 4.25%. The Bridge Facility is expected to be replaced through property-level financing prior to its maturity. The Company entered into a SOFR-based IRC to reduce exposure to the variable interest rate fluctuations associated with the Term Loans. The IRC has a total cost of $0.6 million, an aggregate notional amount of $262.5 million, a 36-month term and a cap rate of 4.50%. On March 30, 2026, the Company incurred an additional $25 million in permanent term loans under the Term Loans facility, and on March 31, 2026, incurred an additional $25 million on the Revolving Credit Facility when it added an incremental lender into the two debt facilities. On March 31, 2026 the Company repaid $50 million of loans outstanding under the Bridge Facility. As a result of the transaction, as of March 31, 2026 the Term Loans increased to $550 million in permanent term loans in two equal tranches, the Revolving Credit Facility increased to a commitment of $430 million, and the Bridge Facility decreased to $220 million. On May 7, 2026, the Company added an incremental lender to its Revolving Credit Facility and Term Loans facility, increasing each by $25 million. The funds were used on May 7, 2026 to repay $50 million of loans outstanding under the Bridge Facility. As a result of the transaction, as of May 7, 2026, the Term Loans increased to $575 million in permanent term loans in two equal tranches, the Revolving Credit Facility increased to a commitment of $455 million, and the Bridge Facility decreased to $170 million. In addition, to provide cash funding for the CHP Merger, entities affiliated with Conversant Capital, LLC and Silk Partners LP, two of the Company’s largest shareholders, funded an aggregate amount of $110 million, less $1.2 million in issuance costs, in exchange for the issuance of 4,113,688 of Sonida Common Stock on March 11, 2026 in a private placement pursuant to Section 4(a)(2) of the Securities Act at a price per share equal to the Transaction Reference Price of $26.74, in accordance with certain investment agreements. SONIDA SENIOR LIVING, INC.
SUMMARY OF CONSOLIDATED FINANCIAL RESULTS
THREE MONTHS ENDED March 31, 2026
(in thousands) Results of Operations Three months ended March 31, 2026 as compared to three months ended March 31, 2025 Revenues Resident revenue for the three months ended March 31, 2026 was $108.4 million as compared to $79.3 million for the three months ended March 31, 2025, representing an increase of $29.1 million, or 36.7%. The increase in resident revenue was primarily attributable to an additional 54 senior housing operating properties (“SHOP”) communities acquired in connection with the CHP Merger, and to a lesser extent, increases in occupancy and average rent rates on the remaining owned communities. Rental income of $1.7 million for the three months ended March 31, 2026 was derived from the 15 triple-net (“NNN”) senior housing communities that were acquired in connection with the CHP Merger. Expenses Operating expenses for the three months ended March 31, 2026 were $82.7 million as compared to $60.4 million for the three months ended March 31, 2025, representing an increase of $22.3 million, or 36.8%. The increase was primarily attributable to an increase in operating expenses related to the 54 additional SHOP communities acquired during 2026. General and administrative expenses for the three months ended March 31, 2026 were $10.5 million as compared to $8.5 million for the three months ended March 31, 2025, representing an increase of $2.0 million. The increase was primarily due to a result of an increase in stock-based compensation of $1.4 million combined with an increase in labor and employee related expenses of $0.8 million to support the Company’s growth initiatives, partially offset by a $0.2 million decrease in other expenses. Transaction, transition and restructuring costs were $26.1 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively. The costs incurred during this quarter primarily include legal, audit, banking and other costs to support the Company’s recent debt and restructuring activities in connection with the CHP Merger. Interest expense for the three months ended March 31, 2026 was $12.8 million as compared to $9.4 million for the three months ended March 31, 2025, representing an increase of $3.4 million, which was primarily due to the incremental borrowings associated with the financing of the CHP Merger. Other income (expense), net for the three months ended March 31, 2026 increased $1.1 million as compared to the three months ended March 31, 2025, primarily driven by $0.6 million in other income for recognized gross employee retention credits received from Coronavirus Aid, Relief, and Economic Security Act funding for businesses that had certain employee costs and were affected by the coronavirus pandemic. As a result of the foregoing factors, the Company reported net loss attributable to Sonida shareholders of $41.2 million and $12.5 million for the three months ended March 31, 2026 and March 31, 2025, respectively. Liquidity and Capital Resources On May 7, 2026, the Company added an incremental lender to its Revolving Credit Facility and Term Loans facility, increasing each by $25 million and incurring $0.4 million in lender fees. The funds were used on May 7, 2026 to repay $50 million of loans outstanding under our Bridge Facility. As a result of the transaction, as of May 7, 2026, the Term Loans increased to $575 million in term loans in two equal tranches, the Revolving Credit Facility increased to a commitment of $455 million (with $278 borrowed thereunder), and the Bridge Facility decreased to $170 million. Cash Flows The table below presents a summary of the Company’s net cash provided by (used in) operating, investing, and financing activities (in thousands): Three Months Ended March 31, 2026 2025 Change Net cash provided by (used in) operating activities $ (35,889 ) $ 3,823 $ (39,712 ) Net cash used in investing activities (923,335 ) (7,945 ) (915,390 ) Net cash provided by (used in) financing activities 1,029,176 (2,548 ) 1,031,724 Increase (decrease) in cash and cash equivalents $ 69,952 $ (6,670 ) $ 76,622 In addition to approximately $84.3 million of unrestricted cash as of March 31, 2026, our future liquidity will depend in part upon our operating performance, which will be affected by prevailing economic conditions, and financial, business and other factors, some of which are beyond our control. Principal sources of liquidity are expected to be cash flows from operations, borrowings under our Revolving Credit Facility, proceeds from debt financings, refinancings or loan modifications, and proceeds from equity offerings. These transactions are expected to provide additional financial flexibility to us and increase our liquidity position. On March 11, 2026, the holders of all of the outstanding shares of Series A Preferred Stock converted all of such shares to shares of our common stock. As a result, no shares of Series A Preferred Stock remained outstanding, and no further dividends will be payable. The Company, from time to time, considers and evaluates financial and capital raising transactions related to its portfolio, including debt financings and refinancings, purchases and sales of assets, equity offerings and other transactions. There can be no assurance that the Company will continue to generate cash flows at or above current levels, or that the Company will be able to obtain the capital necessary to meet the Company’s short- and long-term capital requirements. We will need to refinance all or a portion of our indebtedness on or before maturity, including the $170 million Bridge Facility (inclusive of our recent financing above) that will mature in March 2027. We expect to repay the Bridge Facility in 2026 with the net proceeds of additional financing transactions secured by certain of the CHP properties, including any property-level agency or mortgage financing. We cannot assure you that we will be able to refinance any of our indebtedness on attractive terms on or before maturity or on commercially reasonable terms or at all. Recent changes in the current economic environment, and other future changes, could result in decreases in the fair value of assets, slowing of transactions, and the tightening of liquidity and credit markets. These impacts could make securing debt or refinancings for the Company or buyers of the Company’s properties more difficult or on terms not acceptable to the Company. The Company’s actual liquidity and capital funding requirements depend on numerous factors, including its operating results, its capital expenditures for community investment, and general economic conditions, as well as other factors described in “Item 1A. Risk Factors” of our 2025 Annual Report on Form 10-K filed with the SEC on March 12, 2026. Conference Call Information The Company will host a conference call with senior management to discuss the Company’s financial results for the three months ended March 31, 2026 on Monday May 11, 2026, at 11:00 a.m. Eastern Time. To participate, dial 833-461-5787 (or +1 585-542-9983 for international callers), meeting ID 375340529. A link to the simultaneous webcast of the teleconference will be available at: https://events.q4inc.com/attendee/375340529. The webcast will be available for replay for 12 months on the Company’s investor relations website and a transcript of the call will be posted shortly after the conference call ends. About the Company Dallas-based Sonida Senior Living, Inc., is one of the largest, pure-play owner-operators and investors in U.S. senior living communities, with a focus on independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at the senior housing communities we operate. As of March 31, 2026, the Company owns, manages or is invested in 165 senior housing communities with over 16,400 total units across 35 states, including 153 owned senior housing communities (inclusive of 54 managed by third-party property managers, 15 leased pursuant to triple-net leases, three owned through a joint venture investment in a consolidated entity and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company manages on behalf of a third-party. Safe Harbor This release contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, and also include the following: the Company’s disclosure of adjusted pro forma financial ranges giving effect to the CHP Merger, including that final results may differ from the disclosed estimates, the Company’s ability to generate sufficient cash flows from operations, proceeds from equity issuances and debt financings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund the Company’s acquisitions and capital improvement projects to expand, redevelop, and/or reposition its senior living communities; increased competition for, or a shortage of, skilled workers, including due to general labor market conditions, along with wage pressures resulting from such increased competition, low unemployment levels, use of contract labor, minimum wage increases and/or changes in immigration or overtime laws; elevated market interest rates that increase the cost of certain of our debt obligations; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures, in particular, the Company’s ability to refinance its Bridge Facility on the terms and within the timeline expected, or at all; the Company’s compliance with its debt agreements, including certain financial covenants and the risk of cross-default in the event such non-compliance occurs; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all, including the possibility that the expected benefits and the Company’s projections related to such acquisitions may not materialize as expected; litigation relating to the CHP Merger that has been or could be instituted against CHP, the Company and our respective directors; our ability to integrate our business with CHP successfully, and to achieve the anticipated benefits; the possibility that companies that the Company has acquired (including CHP) or may acquire could have undiscovered liabilities, or that companies or assets that the Company has acquired (including CHP) or may acquire could involve other unexpected costs or may strain the Company’s management capabilities; potential adverse reactions or changes to business relationships resulting from the CHP Merger; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to maintain internal controls over financial reporting; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as elevated labor costs due to shortages of medical and non-medical staff, competition in the labor market, increased costs of salaries, wages and benefits, and immigration laws, the consumer price index, commodity costs, fuel and other energy costs, supply chain disruptions, increased insurance costs, tariffs, elevated interest rates and tax rates; the impact from or the potential emergence and effects of a future epidemic, pandemic, outbreak of infectious disease or other health crisis; the Company’s ability to maintain the security and functionality of its information systems, to prevent a cybersecurity attack or breach, and to comply with applicable privacy and consumer protection laws, including HIPAA; and changes in accounting principles and interpretations. For information about Sonida Senior Living, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn. Sonida Senior Living, Inc. Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share data) Three Months Ended March 31, 2026 2025 Revenues: Resident revenue $ 108,427 $ 79,255 Rental income 1,695 — Management fee income 1,145 1,061 Managed community reimbursement revenue 11,365 11,607 Total revenues 122,632 91,923 Expenses: Operating expense 82,676 60,414 General and administrative expense 10,463 8,472 Transaction, transition and restructuring costs 26,094 610 Depreciation and amortization expense 19,960 13,686 Managed community reimbursement expense 11,365 11,607 Third-party property management fees 1,048 — Total expenses 151,606 94,789 Other income (expense): Interest income 219 242 Interest expense (12,833 ) (9,446 ) Loss from equity method investment (208 ) (330 ) Other income (expense), net 554 (550 ) Loss before provision for income taxes (41,242 ) (12,950 ) Provision for income taxes (208 ) (75 ) Net loss (41,450 ) (13,025 ) Less: Net loss attributable to noncontrolling interests 222 496 Net loss attributable to Sonida shareholders (41,228 ) (12,529 ) Dividends on Series A convertible preferred stock (1,093 ) (1,409 ) Deemed dividend on induced conversion of Series A convertible preferred stock (19,069 ) — Net loss attributable to common shareholders $ (61,390 ) $ (13,938 ) Weighted average common shares outstanding — basic 25,694 18,047 Weighted average common shares outstanding — diluted 25,694 18,047 Basic net loss per common share $ (2.39 ) $ (0.77 ) Diluted net loss per common share $ (2.39 ) $ (0.77 ) Sonida Senior Living, Inc. Condensed Consolidated Balance Sheets (in thousands, except per share amounts) March 31,
2026 December 31,
2025 (unaudited) Assets: Current assets Cash and cash equivalents $ 84,284 $ 11,008 Restricted cash 15,940 19,264 Accounts receivable, net of allowance for credit losses of $5.1 million and $2.6 million, respectively 26,002 18,611 Prepaid expenses and other assets 10,824 6,373 Assets held for sale 9,459 9,453 Derivative assets 182 8 Deferred issuance costs — 13,163 Total current assets 146,691 77,880 Property and equipment, net 2,201,292 736,188 Investment in unconsolidated entity 8,581 8,789 Intangible assets, net 197,555 19,743 Goodwill 63,950 — Other assets, net 9,152 2,245 Total assets (a) $ 2,627,221 $ 844,845 Liabilities: Current liabilities Accounts payable $ 18,177 $ 4,705 Accrued expenses 66,423 71,663 Current portion of debt, net of deferred loan costs 218,673 7,291 Deferred income 13,104 7,275 Federal and state income taxes payable 1,232 292 Liabilities held for sale 13,619 — Other current liabilities 2,435 379 Total current liabilities 333,663 105,134 Long-term debt, net of deferred loan costs 1,403,684 682,450 Other long-term liabilities 856 1,006 Total liabilities (a) 1,738,203 788,590 Commitments and contingencies Redeemable preferred stock: Series A convertible preferred stock, $0.01 par value; none authorized, none issued and outstanding as of March 31, 2026 and 41 shares authorized, 41 shares issued and outstanding as of December 31, 2025 — 51,249 Equity: Sonida’s shareholders’ equity (deficit): Preferred stock, $0.01 par value: Authorized shares - 15,000 as of March 31, 2026 and December 31, 2025; none issued or outstanding, except Series A convertible preferred stock as noted above as of December 31, 2025 — — Common stock, $0.01 par value: Authorized shares - 100,000 as of March 31, 2026 and 30,000 as of December 31, 2025; 47,359 and 18,770 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively 474 188 Additional paid-in capital 1,416,615 490,804 Retained deficit (532,231 ) (491,003 ) Total Sonida shareholders’ equity (deficit) 884,858 (11 ) Noncontrolling interest: 4,160 5,017 Total equity 889,018 5,006 Total liabilities, redeemable preferred stock and equity $ 2,627,221 $ 844,845 (a) The condensed consolidated balance sheets include the following amounts related to our consolidated Variable Interest Entity (VIE): $1.4 million and $1.8 million of Cash and cash equivalents; $2.1 million and $2.0 million of Restricted cash; $0.3 million and $0.4 million of Accounts receivable, net; and $29.3 million and $28.8 million of Property and equipment, net; $2.3 million and $2.8 million of Intangible assets, net; $1.1 million and $1.0 million of Accounts payable; $0.7 million and $0.7 million of Accrued expenses; $0.3 million and $0.3 million of Deferred income; $19.9 million and $21.5 million of Debt, net of deferred loan costs; and $0.1 million and $0.1 million of Other long-term liabilities, in each case, as of March 31, 2026 and December 31, 2025, respectively. Sonida Senior Living, Inc. Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands) Three Months Ended March 31, 2026 2025 Cash flows from operating activities: Net loss $ (41,450 ) $ (13,025 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 19,960 13,686 Amortization of deferred loan costs 765 421 Loss on derivative instruments, net (393 ) 490 Loss from equity method investment 208 330 Provision for credit losses 1,041 695 Non-cash stock-based compensation expense 2,396 973 Other non-cash items 114 179 Changes in operating assets and liabilities, net of business acquisition: Accounts receivable, net (2,535 ) 1,807 Prepaid expenses 1,686 805 Other assets, net (421 ) (62 ) Accounts payable and accrued expenses (1,865 ) (3,476 ) Federal and state income taxes payable 202 69 Deferred income (15,666 ) 1,043 Customer deposits 69 (112 ) Net cash provided by (used in) operating activities (35,889 ) 3,823 Cash flows from investing activities: Acquisition of new businesses, net of cash acquired (913,002 ) — Return of investment in unconsolidated entity — 392 Acquisition of noncontrolling interest (3,577 ) Capital expenditures (6,756 ) (8,337 ) Net cash used in investing activities (923,335 ) (7,945 ) Cash flows from financing activities: Proceeds from issuance of common stock, net of issuance costs 108,780 — Proceeds from issuance of debt 1,102,500 — Repayments of debt (159,013 ) (918 ) Distributions to noncontrolling investors in joint ventures — (132 ) Purchase of derivative assets (1,202 ) — Series A convertible preferred induced conversion consideration and closing costs (5,125 ) — Dividends paid on Series A convertible preferred stock (1,093 ) (1,409 ) Deferred loan costs paid (15,175 ) (38 ) Other financing costs (496 ) (51 ) Net cash provided by (used in) financing activities 1,029,176 (2,548 ) Increase (decrease) in cash and cash equivalents and restricted cash 69,952 (6,670 ) Cash, cash equivalents, and restricted cash at beginning of period 30,272 39,087 Cash, cash equivalents, and restricted cash at end of period $ 100,224 $ 32,417 DEFINITIONS RevPAR, or average monthly revenue per available unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. The RevPAR calculation does not include rental income. RevPOR, or average monthly revenue per occupied unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. RevPOR is a significant driver of our senior housing revenue performance. Same-Store Portfolio is defined by the Company as SHOP communities that are wholly or partially owned, and operational for the full year in each year beginning as of January 1st of the prior year. Our management uses Same-Store Portfolio operating results and data for decision making and components of executive compensation, and we believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the comparison periods, communities acquired or disposed during the comparison periods (or planned for disposition). Non Same-Store Portfolio is defined by the Company as SHOP communities that are wholly or partially owned and either (i) not operational or not owned for the full year in each year beginning as of January 1st of the prior year or (ii) have undergone or are undergoing strategic repositioning as a result of significant changes in the business model, care offerings, and/or capital re-investment plans, that in each case, have disrupted, or are expected to disrupt, normal course operations. These communities will be included in the Same-Store Portfolio once operating under normal course operating structures for the full year in each year beginning as of January 1st of the prior year. Senior Housing Operating Properties (SHOP) “Senior Housing” is defined as residential real estate assets designed to accommodate the needs of senior residents, including but not limited to independent living, assisted living, and memory care facilities. Within this category, “Senior Housing Operating Properties” (SHOP) refers exclusively to those properties in which the Company, directly or through third-party management agreements, maintains operational control and bears the associated risks and rewards of ownership, including but not limited to occupancy, revenue generation, and operating expenses. For the avoidance of doubt, this definition expressly excludes senior housing properties subject to triple net lease (“NNN”) agreements. Under such agreements, operational responsibilities, including property management, operating expenses, and financial performance, are borne solely by the lessee, and the Company’s involvement is limited to receiving fixed rental payments. As such, NNN Portfolio assets are not included within the scope of the SHOP portfolio. NNN Portfolio is defined by the Company as wholly owned seniors housing properties that are leased to third-party tenants under triple-net or similar lease structures, where the tenant bears all or substantially all of the costs (including cost for real estate taxes, utilities, insurance and ordinary repairs). Sonida is not involved in property management. NON-GAAP FINANCIAL MEASURES This earnings release contains the financial measures (1) Net Operating Income, (2) Net Operating Income Margin, (3) Adjusted EBITDA, and (4) Same-store amounts for these metrics, each of which is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, or revenue. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP, which are included below. The Company believes that presentation of Net Operating Income and Net Operating Income Margin as performance measures is useful to investors because such measures are some of the metrics used by the Company’s management to evaluate the performance of the Company’s owned portfolio of communities, to review the Company’s comparable historic and prospective core operating performance of the Company’s owned communities, and to make day-to-day operating decisions. The Company also believes that the presentation of such non-GAAP financial measures and Adjusted EBITDA is useful to investors because such measures provide an assessment of operational factors that management can impact in the short-term, primarily revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. Net Operating Income and Net Operating Income Margin have material limitations as performance measures, including the exclusion of general and administrative expenses that are necessary to operate the Company and oversee its communities. Furthermore, such non-GAAP financial measures and Adjusted EBITDA exclude (i) interest that is necessary to operate the Company’s business under its current financing and capital structure, and (ii) depreciation, amortization, and impairment charges that may represent the wear and tear and/or reduction in value of the Company’s communities and other assets and may be indicative of future needs for capital expenditures. The Company may also incur income/expense similar to those for which adjustments may be made and such income/expense may significantly affect the Company’s operating results. Net Operating Income and Net Operating Income Margin (Unaudited) Net Operating Income and Net Operating Income Margin are non-GAAP performance measures that the Company defines as net income (loss) excluding: general and administrative expenses (inclusive of stock-based compensation expense), interest income, interest expense, other income (expense), provision for income taxes, management fees, and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include depreciation and amortization expense, transaction, transition and restructuring costs, impairment of long-lived assets, loss from equity method investment, casualty loss, non-recurring settlement fees, non-income tax, and non-property tax. Net Operating Income Margin is calculated by dividing Net Operating Income by resident revenue. The Company presents these non-GAAP measures on a consolidated community and same-store community basis. The following table presents a reconciliation of the Non-GAAP Financial Measures of Net Operating Income and Net Operating Income Margin, in each case, on a consolidated community and same-store community basis to the most directly comparable GAAP financial measure of net income (loss) for the periods indicated: (Dollars in thousands) Three Months Ended March 31, Three Months Ended December 31, 2026 2025 2025 Same-Store community Net Operating Income, at-share (1) Net loss $ (41,450 ) $ (13,025 ) $ (30,146 ) General and administrative expense 10,463 8,472 11,121 Transaction, transition and restructuring costs 26,094 610 8,986 Third-party management fees 1,048 — — Depreciation and amortization expense 19,960 13,686 14,809 Long-lived asset impairment — — 7,792 Interest income (219 ) (242 ) (481 ) Interest expense 12,833 9,446 10,008 Loss from equity method investment 208 330 283 Other (income) expense, net (554 ) 550 (1,337 ) Provision for income taxes 208 75 76 Management fee income (1,145 ) (1,061 ) (1,090 ) Other operating expenses (2) 1,313 1,300 1,323 Consolidated community Net Operating Income 28,759 20,141 21,344 Net Operating Income attributable to unconsolidated investments(3) 685 504 623 Net Operating Income attributable to noncontrolling interests(4) (517 ) (193 ) (387 ) Net Operating Income for Non Same-Store communities (1) (2,947 ) (1,416 ) (879 ) Same-Store community Net Operating Income, at-share 25,980 19,036 20,701 Resident revenue 108,427 79,255 86,260 Resident revenue attributable to unconsolidated investments(3) 2,595 2,287 2,409 Resident revenue attributable to noncontrolling interests(4) (2,067 ) (1,607 ) (1,945 ) Resident revenue for Non Same-Store communities (1) (18,934 ) (13,043 ) (15,931 ) Same-Store SHOP resident revenue, at-share $ 90,021 $ 66,892 $ 70,793 Same-Store SHOP Net Operating Income Margin, at-share 28.9 % 28.5 % 29.2 % (1) Q1 2026 excludes 27 Non Same-Store consolidated communities. Q1 2025 excludes 13 Non Same-Store consolidated communities. Q4 2025 excludes 16 Non Same-Store consolidated communities. (2) Includes casualty loss, non-recurring settlement fees, income tax and personal property tax. (3) Sonida’s interests in joint ventures in which we are the minority partner. (4) Minority partners’ interests in joint ventures where Sonida is the majority partner. ADJUSTED EBITDA (UNAUDITED) Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: depreciation and amortization expense, interest income, interest expense, other expense/income, provision for income taxes; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include stock-based compensation expense, provision for credit losses, long-lived asset impairment, casualty losses, and transaction, transition and restructuring costs. The following table presents a reconciliation of the Non-GAAP Financial Measures of Adjusted EBITDA and Adjusted EBITDA, at-share pro forma to the most directly comparable GAAP financial measure of net loss for the periods indicated: (In thousands) Three Months Ended March 31, Three Months Ended December 31, 2026 2025 2025 Adjusted EBITDA Net loss $ (41,450 ) $ (13,025 ) $ (30,146 ) Depreciation and amortization expense 19,960 13,686 14,809 Stock-based compensation expense 2,396 973 1,426 Provision for credit losses 1,041 695 1,062 Interest income (219 ) (242 ) (481 ) Interest expense 12,833 9,446 10,008 Long-lived asset impairment — — 7,792 Other (income) expense, net (554 ) 550 (1,337 ) Provision for income taxes 208 75 76 Casualty losses (1) 1,220 775 748 Transaction, transition and restructuring costs (2) 26,094 632 8,986 Adjusted EBITDA $ 21,529 $ 13,565 $ 12,943 Noncontrolling interest (3) (382 ) (88 ) (252 ) Pro rata adjusted EBITDA for unconsolidated joint venture (4) 759 719 735 Adjusted EBITDA, at-share (5) $ 21,906 $ 14,196 $ 13,426 (1) Casualty losses relate to non-recurring insured claims for unexpected events. (2) Transaction, transition and restructuring costs relate to legal and professional fees incurred for transactions, restructuring projects, or related projects, and other. (3) Minority partners’ interests in joint ventures where Sonida is the majority partner. (4) Sonida’s interests in joint ventures in which we are the minority partner. (5) At-share applies to Sonida's ownership share in JVs. KZ JV acquisition (Sonida's 32.71% ownership share) and Palatine JV acquisition (Sonida's 51% ownership share). CHP ADJUSTED PRO FORMA FINANCIAL MEASURES Certain measures presented during our earnings call and in this earnings release have been further adjusted below to effect to the CHP Merger as if it was consummated on the first day of the period presented, as we believe such adjustment provides investors with useful information about the combined business. These pro forma adjustments have been calculated based on CHP’s internal management accounts and reporting. We believe that the adjustments represent a reasonable estimate for CHP’s business for the relevant periods; however, there can be no assurance that the combined business would have achieved the same results if we had acquired CHP at the beginning of such periods. Our pro forma financial statements for the year ended December 31, 2025 and three months ended March 31, 2026 are not yet complete. The preliminary estimates presented below were prepared by, and are the responsibility of, the Company’s management, based upon a number of assumptions. We have provided ranges, rather than specific amounts, for the preliminary results described below primarily because our pro forma financial statements are not complete, and the calculations are subject to revision as we integrate CHP into our accounting and control systems. Such revisions may be significant. We may identify items that would require us to make adjustments to the preliminary set forth below. This preliminary estimated financial data should not be viewed as a substitute for consolidated financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”) or our pro forma financial statements prepared in accordance with Article 11 of Regulation S-X. The Company plans to file pro forma financial statements for the year ended December 31, 2025 and March 31, 2026 on a Form 8-K within the month of May. Our independent registered public accounting firm has not audited, reviewed, compiled, or applied agreed-upon procedures with respect to the ranges below and does not express an opinion or any other form of assurance with respect thereto. The Company is not able to provide a reconciliation of the CHP adjustments to their most directly comparable GAAP financial measures without unreasonable efforts due to the timing of and visibility into the underlying data used to conform to the presentation of the Company and its filing peers. For the three months ended March 31, 2026, we estimate that CHP would have contributed between $21.0 million and $23.0 million, $22.5 million and $25.0 million, and $60.5 million and $67.0 million to our reported community net operating income, Adjusted EBITDA, and resident revenue, respectively. For the three months ended March 31, 2025, we estimate that CHP would have contributed between $22.0 million and $24.0 million, $21.5 million and $24.0 million, and $72.0 million and $80.0 million to our reported community net operating income, Adjusted EBITDA, and resident revenue, respectively. For the three months ended December 31, 2025, we estimate that CHP would have contributed between $22.5 million and $25.0 million, $22.5 million and $25.0 million, and $75.5 million and $83.5 million to our reported community net operating income, Adjusted EBITDA, and resident revenue, respectively. View source version on businesswire.com: https://www.businesswire.com/news/home/20260511459975/en/ Investor Relations
Megan Caldwell
VP, Investor Relations
megan.caldwell@sonidaliving.com
ir@sonidaliving.com Jason Finkelstein
jfinkelstein@sonidaliving.com Original: Sonida Senior Living Announces First Quarter 2026 Results
US Market News
1月前
Sonida Senior Living Publishes Letter to Shareholders in Connection with 2026 Annual MeetingApril 28, 2026 8:15 AM
Business Wire
Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), a leading owner, operator and investor in senior living communities, announced today that it has filed definitive proxy materials with the Securities and Exchange Commission (“SEC”) in connection with its upcoming 2026 Annual Meeting of Stockholders (the “Annual Meeting”), scheduled for June 11, 2026. In conjunction with the definitive proxy materials, the Company is also mailing a letter to shareholders, which provides additional context on Sonida’s strategic priorities, balance sheet and capital allocation plans, and the Company’s approach to creating long-term value for shareholders. Management will further discuss the key themes outlined in the shareholder letter, as well as the matters announced therein, on the Company’s upcoming earnings call.
The full text of the letter follows:
Dear Fellow Shareholders,
We write to you today at a key inflection point for Sonida, marking the transition into the Company’s next phase. Sonida has evolved considerably since its earlier days as Capital Senior Living. The Company as it stands today bears little resemblance to the one that existed before Conversant's recapitalization in late 2021 and the appointment of new executive leadership that reset its strategic direction. The years prior, which we refer to as Phase 1 – Survival, represented a distinct era characterized by a different strategy, culture, and operating philosophy.
The years 2022 through 2025, which we refer to as Phase 2 – Stabilization, included the deliberate assembly of a new leadership team that combines deep sector expertise with outside perspectives. Phase 2 was defined by the leadership team’s disciplined execution to de-leverage (and restructure) the balance sheet, improve asset quality, and enter new markets in the early stages of the sector’s recovery. During this time, we also adapted to a fundamentally changed labor environment that tested operators across the industry. Simply put, the hard work and deliberate execution of those four years included building the operational foundation, culture, and capital allocation discipline required to compete – and win – at scale in the seniors housing industry.
We are proud of what our team accomplished during these two critical periods.
Today marks our transition into Phase 3 – Compounding. The road ahead is defined by two imperatives: sustaining our operational momentum and deploying capital into what we believe is the most asymmetric opportunity this sector has seen in a generation. We could not be more energized by the work still to come.
Welcome to Phase 3
Sonida is built on a simple but powerful conviction: we are both operators and capital allocators. The combination of these two disciplines – done well and done together – is the foundation of long-term value creation for our shareholders.
Operations First
First and foremost, we are an operator-led company. Our decentralized, local leadership model is designed to scale without bureaucracy. We do not depend on a centralized team to make decisions at the community level. Instead, we have intentionally curated systems, data, and an operating framework that empowers our local leaders to act like owners. In many meaningful ways, they are. This autonomy, grounded in earned trust, enables our local leaders to maintain relentless focus on their operations. In our view, this commitment to operational excellence is the most important driver of long-term value creation in a rapidly evolving sector.
We strive to be the first scaled operator to truly compensate our team members based on performance. Every single role at Sonida contributes to our success. From our team members in the nursing, dining, and resident experience functions to department-level leadership, our community-level team members carry the heaviest lift. We are committed to the ongoing development, retention, and recognition of each community role and strive to compensate our strongest team members at the top of the market. The implementation of technology solutions to provide specific and timely insights into resident health allows Sonida to more effectively tailor our labor model to increase productivity and correspondingly recognize high performing employees.
The engine of this model is what we call the Sonida Performance Insight Navigator (SPIN). SPIN is our proprietary suite of analytical and operational tools that provide our leadership teams with actionable data to streamline decision making and expand the quality of time and engagement with our residents. It operationalizes our entrepreneurial culture by empowering the people closest to our residents to deliver exceptional service and care. SPIN produces the metrics we care about most deeply: resident satisfaction and site-level employee engagement. These are not soft metrics. Rather, they are leading indicators of occupancy, retention, and long-term community performance. They are proprietary, they are ours, and they compound over time.
Capital Allocation Drives Further Value Creation
Our capital allocation philosophy flows directly from our operating capabilities and is anchored in several core investment principles:
Continuous improvement of our portfolio quality – both through acquisition and rationalization;
Rigorous focus on our unlevered return expectations and basis, while ensuring every decision drives per-share value accretion; and
Frameworks designed to generate returns commensurate with underlying risk.
With every investment, we aim to raise the overall quality of our portfolio. We target assets with the right qualitative characteristics to outperform their competitive set and deliver the services and quality each market demands. We also evaluate affluence, population density, and local supply to ensure durable demand, the ability to sustain and grow occupancy, and rate growth in excess of inflation. All of these factors, taken together, provide us with the opportunity to drive long-term NOI growth. We avoid assets at risk of functional obsolescence or in markets that cannot support sufficient multi-year NOI growth and consider these non-core to Sonida. Furthermore, as a scaled operator and owner of our real estate, we continually strive to increase the geographic density of our portfolio into regional clusters, allowing for efficient sharing of resources and market positioning.
Second, we pursue growth only where it creates shareholder value – and will not expand simply to increase scale. While we focus on the absolute return profile of an acquisition (as discussed below), we are equally focused on our cost of capital and investing in a manner that is accretive to free cash flow per share and net asset value per share. Our executive incentive plans are explicitly linked to sustained growth in free cash flow per share, underscoring management’s alignment with this objective. Our best investments stem from leveraging our unique platform and structure to generate alpha at the community level over the long-term. We invest at a meaningful discount to replacement cost and require low double-digit unlevered returns against our cost of capital. Those returns must be driven primarily by operational improvement, not cap rate compression. A deal that clears a return hurdle on an absolute basis but dilutes long-term per share value does not – and will not – meet our standard.
Lastly, as capital allocators, we are in the business of assessing risk-reward. As mentioned above, we have a dual requirement: achieving a targeted absolute unlevered return and an appropriate return relative to our cost of capital. As such, a favorable cost of capital expands our opportunity – it does not lower our return threshold or lead us to take undue risks with your and our capital.
Our preference is for non-stabilized assets, where we believe the market underprices operational execution. As an owner-operator, we control our own destiny once we acquire a community, and our turnaround playbook gives us a credible path to unlock value that others have not and likely cannot. That said, our framework is return-driven, not category-driven. We will pursue stabilized or well-occupied assets when the price, structure, and fit are right – and when doing so meets the same return thresholds we apply across the portfolio.
You are not short-term investors, and neither are we. We will make investments that are a drag on near-term earnings if the opportunity for long-term value creation, measured through our unlevered IRR framework, justifies it. We will prioritize long-term upside over short-term margins and metrics without hesitation when the opportunity set supports doing so.
Our portfolio is dynamic, not static. While we are philosophically long-term owners with a buy-and-hold orientation, we are not passive stewards of your and our capital. Every asset in our portfolio must earn its place. We are constantly evaluating the forward returns of each individual asset as well as that of the entire Company. When we recycle capital, we sell lower-growth assets to fund higher-quality, newer communities: transactions that will generate value by being accretive to our unlevered IRR over time. Through portfolio rationalization and optimization, we intend to maximize the portfolio value of the Company beyond the sum of its individual assets.
In addition to acquiring real estate assets, we provide a differentiated platform for senior housing operators looking to accelerate growth within a well-capitalized, scaled organization. This approach broadens our access to high-quality operators, enhances our talent base, and creates potential access to the high-quality real estate embedded within those businesses.
We are thoughtfully deploying capital within the current opportunity set while continuing to strengthen the balance sheet. Our near-term goal is to achieve leverage of mid-6x net debt to EBITDA. However, we intend to target an even lower leverage level over time that allows us to play offense through any future market volatility.
Our capital allocation framework – patient, disciplined, and long-term – is increasingly rare and increasingly valuable.
Looking Ahead
The senior living sector is at a favorable structural moment, and Sonida's differentiated operating model, disciplined capital allocation, and proprietary data systems position us to capitalize on this opportunity in an outsized way. We are now entering Phase 3, with the foundation in place and the business positioned to convert that foundation into sustained value creation. The opportunity set is asymmetric, and the team is ready. We are grateful for your partnership and are committed to earning your trust over time, through results that are measured in years rather than quarters.
Sincerely,
Brandon Ribar, Chief Executive Office, Sonida Senior Living
Michael Simanovsky, Chairman of the Board, Sonida Senior Living
About Sonida
Dallas-based Sonida Senior Living, Inc. is a leading owner, operator and investor in independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at our senior housing communities. As of March 11, 2026 and after giving effect to the completed merger with CNL Healthcare Properties, Inc. (“CHP”), the Company owns, manages or is invested in 165 senior housing communities with over 16,400 total units across 35 states, including 153 owned senior housing communities (inclusive of 54 managed by third-party property managers,15 leased pursuant to triple-net leases, four owned through joint venture investments in consolidated entities and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company manages on behalf of a third-party.
For more information, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. All statements contained in this release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements that include the words “expect,” “will,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “could,” “should,” “anticipate” and similar statements of a future or forward-looking nature. The forward-looking statements are subject to certain risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, and also include the following: the Company’s ability to generate sufficient cash flows from operations, proceeds from equity issuances and debt financings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund the Company’s acquisitions and capital improvement projects to expand, redevelop, and/or reposition its senior living communities; increased competition for, or a shortage of, skilled workers, including due to general labor market conditions, along with wage pressures resulting from such increased competition, low unemployment levels, use of contract labor, minimum wage increases and/or changes in immigration or overtime laws; elevated market interest rates that increase the cost of certain of our debt obligations; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures, in particular, the Company’s ability to refinance its bridge financing on the terms and within the timeline expected, or at all; the Company’s compliance with its debt agreements, including certain financial covenants and the risk of cross-default in the event such non-compliance occurs; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all, including the possibility that the expected benefits and the Company’s projections related to such acquisitions may not materialize as expected; litigation relating to the merger with CHP that has been or could be instituted against CHP, the Company and our respective directors; our ability to integrate our business with CHP successfully, and to achieve the anticipated benefits; the possibility that companies that the Company has acquired or may acquire (including CHP) could have undiscovered liabilities, or that companies or assets that the Company has acquired or may acquire (including CHP) could involve other unexpected costs or may strain the Company’s management capabilities; potential adverse reactions or changes to business relationships resulting from the merger with CHP; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to maintain internal controls over financial reporting; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as elevated labor costs due to shortages of medical and non-medical staff, competition in the labor market, increased costs of salaries, wages and benefits, and immigration laws, the consumer price index, commodity costs, fuel and other energy costs, supply chain disruptions, increased insurance costs, tariffs, elevated interest rates and tax rates; the impact from or the potential emergence and effects of a future epidemic, pandemic, outbreak of infectious disease or other health crisis; the Company’s ability to maintain the security and functionality of its information systems, to prevent a cybersecurity attack or breach, and to comply with applicable privacy and consumer protection laws, including HIPAA; and changes in accounting principles and interpretations. This list of factors is not intended to be exhaustive. Forward-looking statements only speak as of the date of this communication, and the Company does not assume any obligation to update any written or oral forward-looking statement made by either the Company or on its behalf as a result of new information, future events or other factors, except as required by law.
Important Additional Information and Where to Find It
On April 27, 2026, the Company filed a definitive proxy statement with the SEC on Schedule 14A, which contains important information concerning the matters to be voted upon at the Company’s 2026 Annual Meeting of Stockholders and should be read in conjunction with the statements included in this letter. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) FILED BY THE COMPANY AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. You can obtain any of the documents that the Company files with the SEC, including the Company’s definitive proxy statement relating to the Company’s 2026 Annual Meeting of Stockholders, through the SEC’s website at www.sec.gov, and they are also available in the “Investor Relations” section of the Company’s website at www.sonidaseniorliving.com. Except to the extent specifically incorporated therein, information contained or referenced on the Company’s website is not incorporated by reference into, and does not form a part of, the Company’s proxy solicitation materials.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260428970409/en/
Investor Relations
Megan Caldwell
VP, Investor Relations
megan.caldwell@sonidaliving.com
ir@sonidaliving.com
Jason Finkelstein
jfinkelstein@sonidaliving.com
Original: Sonida Senior Living Publishes Letter to Shareholders in Connection with 2026 Annual Meeting
US Market News
3月前
Sonida Senior Living, Inc. Announces Fourth Quarter and Full Year 2025 ResultsMarch 11, 2026 7:45 AM
Business Wire
Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA) a leading owner, operator and investor of senior housing communities, today announced its results for the fourth quarter and for the full year ended December 31, 2025.
“2025 was another defining year for Sonida, highlighted by significant growth in our acquisition portfolio and meaningful performance across our same-store communities,” said Brandon Ribar, President and CEO. “We delivered approximately 22% total portfolio NOI expansion, driven by consistent gains across occupancy and rate – a testament to the strength of our operating platform.
“Building on this momentum, the completion of our acquisition of CNL Healthcare Properties now positions Sonida as the eighth-largest owner of senior housing assets in the United States, with a combined portfolio of 153 high-quality communities. This transformative deal is a clear inflection point for Sonida, catalyzing immediate normalized FFO per share accretion and unlocking additional opportunity for long-term value creation.
“Looking ahead, the power of our fully integrated owner-operator model, our differentiated resident-first philosophy, and a backdrop of historically favorable senior housing fundamentals give us strong conviction in our ability to drive continued organic and inorganic growth in 2026 and beyond.”
Fourth Quarter and Full Year Highlights
Resident revenue increased $9.2 million, or 11.9%, comparing Q4 2025 to Q4 2024.
Weighted average occupancy for the Company’s owned same-store portfolio increased 90 basis points to 87.9% in Q4 2025 from 87.0% in Q4 20241.
Net loss attributable to Sonida stockholders for Q4 2025 was $29.8 million compared to $5.5 million for Q4 2024. This increase is due to transaction, transition and restructuring costs in connection with the CHP Merger (defined below) and impairment charges offset by gain on extinguishment of debt that did not reoccur.
2025 Adjusted EBITDA, a non-GAAP measure, was $53.8 million, as compared to $43.2 million in 2024, representing an increase of $10.6 million or 24.5%.2
Cash flows from operations totaled $24.4 million for the year ended December 31, 2025, which increased by $26.2 million year-over-year.
Results for the Company’s same-store portfolio2 of 55 communities were as follows:
Q4 2025 vs. Q4 2024:
Revenue Per Available Unit (“RevPAR”) increased 5.7% to $3,834.
Revenue Per Occupied Unit (“RevPOR”) increased 4.6% to $4,363.
Q4 2025 Community Net Operating Income, a non-GAAP measure, was $16.3 million compared to $15.3 million for Q4 2024, representing year-over-year growth of 6.5%. 2
Community Net Operating Income Margin, a non-GAAP measure, was 27.6% as compared to 27.3% for Q4 2024.2
Year-to-date 2025 vs. year-to-date 2024:
RevPAR increased 5.9% to $3,783.
RevPOR increased 4.8% to $4,330.
Community Net Operating Income, a non-GAAP measure, increased $4.8 million to $65.2 million, representing year-over-year growth of 8.0%.2
Community Net Operating Income Margin, a non-GAAP measure, was 27.9% as compared to 27.4% for year-to-date 2024.2
____________________
1 Please see “Definitions” on page 10 of this release for the definitions of Same-Store Portfolio, RevPAR, and RevPOR.
2 Please see pages 11-12 of this release for reconciliations of non-GAAP financial measures.
Recent Developments
On March 11, 2026, the Company completed the previously announced acquisition of CNL Healthcare Properties, Inc. (“CHP”), a public non-traded real estate investment trust which owns a national portfolio of 69 high-quality senior housing communities, pursuant to the definitive merger agreement (the “Merger Agreement”), by and among the Company, CHP and its affiliates (the “CHP Merger”). Under the terms of the Merger Agreement, the Company acquired 100% of the outstanding common stock of CHP in a stock and cash transaction valued at approximately $1.8 billion, with approximately 68% of the consideration paid in the form of newly issued Sonida Common Stock and 32% paid in cash. Specifically, each share of CHP common stock was converted into $2.32 in cash and 0.1318 shares of Sonida common stock, which was determined by dividing (a) $4.58 by (b) the volume weighted average price (“VWAP”) of Sonida common stock during a measurement period prior to closing of the transaction was $35.93 and subject to a collar of 15% below the transaction reference price for the Sonida common stock of $26.74 (the “Transaction Reference Price”) and 30% above the Transaction Reference Price.
On December 29, 2025, the Company amended and restated its revolving credit facility (as further amended on March 5, 2026, the “A&R Credit Agreement”) to, among other things, provide for permanent debt financing to fund a portion of the cash consideration necessary for the CHP Merger, which amendments were subject to and conditioned upon the consummation of the CHP Merger. The A&R Credit Agreement increased the available commitments under the revolving credit facility to $405 million, extended the maturity thereof to March 10, 2030, reduced the leverage-based pricing matrix to between Secured Overnight Financing Rate (“SOFR”) plus 1.35% margin and SOFR plus 2.00% margin, expanded the lenders, and effected certain other changes (the “New Revolving Credit Facility”). In addition, under the A&R Credit Agreement, the Company obtained commitments in the amount of $525 million of new term loans in two equal tranches (the “Term Loan Facility”). The Term Loan Facility is comprised of a three-year tranche that matures March 10, 2029 and a five-year tranche that matures March 10, 2031. The Term Loan Facility is subject to a leverage-based pricing matrix between SOFR plus 1.30% margin and SOFR plus 1.95% margin. The A&R Credit Agreement has a $320.0 million accordion feature to provide for future liquidity needs of the Company. The Company entered into a SOFR-based interest rate cap (“IRC”) to reduce exposure to the variable interest rate fluctuations associated with the Term Loan Facility. The IRC has a total cost of $0.6 million, an aggregate notional amount of $262.5 million, a 36-month term and an interest rate of 4.50%.
On March 10, 2026 (the “Funding Date”), the Company entered into a bridge loan agreement to provide for $270 million of bridge debt financing (the “Bridge Loan”) and incurred aggregate borrowings of $245 million under the New Revolving Credit Facility and $525 million under the Term Loan Facility. The proceeds of the Bridge Loan, together with the proceeds of the Term Loan Facility and the New Revolving Credit Facility, were used to fund a portion of the cash consideration paid to the holders of common stock of CHP pursuant to the Merger Agreement, to repay certain existing unsecured senior indebtedness of CHP, to pay certain fees and expenses incurred in connection with the foregoing, to refinance the borrowings under the Company’s existing revolving credit facility, and for general corporate purposes. The Bridge Loan will mature on the date that is 364 days after the Funding Date. The Bridge Loan is subject to a leverage-based pricing matrix between SOFR plus 1.35% margin and SOFR plus 2.00% margin; provided that the margin applicable to the Bridge Loan will increase by 0.25% on each date that is 90, 180 and 270 days after the Funding Date. The Company entered into a SOFR-based IRC to reduce exposure to the variable interest rate fluctuations associated with the Bridge Loan. The IRC has a total cost of $35 thousand, an aggregate notional amount of $270 million, a 12-month term and an interest rate of 4.25%. The Bridge Loan is expected to be replaced through property-level financing prior to its maturity.
In addition, to provide cash funding for the CHP Merger, entities affiliated with Conversant Capital, LLC and Silk Partners LP, two of the Company’s largest shareholders, funded an aggregate amount of $110 million in exchange for the issuance of 4,113,688 of Sonida Common Stock on March 11, 2026 in a private placement pursuant to Section 4(a)(2) of the Securities Act at a price per share equal to the Transaction Reference Price of $26.74, in accordance with certain investment agreements.
Unless otherwise specifically noted, the information in this earnings release does not reflect the closing of the CHP Merger, which occurred subsequent to December 31, 2025. Accordingly, unless otherwise specifically noted or the context otherwise requires, references to Sonida Senior Living, Inc. and its consolidated subsidiaries (“Sonida”, “we,” “our, “us” or the “Company”) refer only to Sonida Senior Living, Inc. and its consolidated subsidiaries prior to the CHP Merger. The post-Merger results of CHP will first be included in our consolidated financial information for the period ending March 31, 2026. We expect our 2026 results of operations to be materially impacted by the CHP Merger as a result of acquiring 69 senior-housing communities.
Results of Operations
Three months ended December 31, 2025 as compared to three months ended December 31, 2024
Revenues
Resident revenue for the three months ended December 31, 2025 was $86.3 million as compared to $77.1 million for the three months ended December 31, 2024, an increase of $9.2 million, or 11.9%. The increase in revenue was primarily due to increased occupancy, increased average rent rates, and 16 communities acquired in 2024 and 3 communities acquired in 2025 as compared to the prior period.
Expenses
Operating expenses for the three months ended December 31, 2025 were $66.2 million as compared to $59.2 million for the three months ended December 31, 2024, an increase of $7.0 million. The increase was attributable to an increase of $4.8 million in operating expenses related to the additional communities acquired during 2024 and 2025, and an increase of $2.2 million in operating expenses related to the remaining owned communities, driven by $1.5 million increases in labor and $0.7 million increases in other operating expenses.
General and administrative expenses for the three months ended December 31, 2025 were $11.1 million as compared to $8.9 million for the three months ended December 31, 2024, an increase of $2.2 million, or 24.7%. The increase primarily represents additional labor costs of $1.4 million incurred to support the Company’s 2024 and 2025 acquisitions, an increase in stock-based compensation of $0.3 million, and an increase in other expenses of $0.5 million.
Transaction, transition and restructuring costs were $9.0 million and $2.9 million for the three months ended December 31, 2025 and 2024, respectively. Costs for the three months ended December 31, 2025 include legal, audit, financing and other costs primarily to support the Company’s CHP Merger. Costs for the three months ended December 31, 2024 include $2.1 million for severance and $0.8 million in professional fees associated with non-recurring debt transactions.
During the three months ended December 31, 2025, the Company recorded non-cash impairment charges of $7.8 million to property and equipment, net, to adjust the carrying value of three communities based on their decreased cash flow estimates as a result of recurring net operating losses.
Gain on extinguishment of debt for the three months ended December 31, 2024 was $10.4 million, related to the derecognition of notes payable and accrued interest as a result of a loan purchase and discounted loan payoff with one of our lenders on two communities.
The Company reported a net loss of $30.1 million for the three months ended December 31, 2025 compared to $6.2 million for the three months ended December 31, 2024.
Year ended December 31, 2025 as compared to the year ended December 31, 2024
Revenues
Resident revenue for the year ended December 31, 2025 was $332.0 million as compared to $267.8 million for the year ended December 31, 2024, an increase of $64.2 million, or 24.0%. The increase in revenue was primarily due to increased occupancy, increased average rent rates, and an additional 16 communities acquired during 2024 and 3 communities acquired during 2025.
Expenses
Operating expenses for the year ended December 31, 2025 were $253.2 million as compared to $202.0 million for the year ended December 31, 2024, an increase of $51.2 million. The increase was primarily attributable to the increase in community labor costs of $27.0 million and an increase in other variable operating expenses of $12.8 million, as a result of 19 acquired consolidated communities during 2025 and 2024. The remaining increase was attributable to $7.2 million increase of community labor costs in remaining owned communities and $4.2 million of other operating expenses.
General and administrative expenses for the year ended December 31, 2025 were $39.9 million as compared to $34.1 million for year ended December 31, 2024, an increase of $5.8 million. The increase is primarily due to an increase in labor costs to support the Company's recent acquisitions.
Transaction, transition and restructuring costs were $16.2 million and $5.9 million for the year ended December 31, 2025 and 2024, respectively. Costs for the year ended December 31, 2025 include legal, audit, financing and other costs to support the Company’s CHP Merger, recent debt restructuring, and 2025 community acquisitions. Costs for the year ended December 31, 2024 include $2.1 million for severance and $3.8 million in legal, audit, financing and other costs to support the Company’s debt restructuring and 2024 community acquisitions.
During the year ended December 31, 2025, the Company recorded non-cash impairment charges of $12.5 million to property and equipment, net of which $4.7 million was to adjust the carrying value of a community classified as held for sale to its fair value, net of estimated disposal costs and $7.8 million was related to three owned communities with decreased cash flow estimates as a result of recurring net operating losses.
Gain on extinguishment of debt for the year ended December 31, 2024 was $48.5 million related to the derecognition of notes payable and accrued liabilities as a result of the 2024 loan purchase which was secured by seven of our communities and the discounted loan payoff with one of our lenders.
Other income (expense), net increased $8.4 million for the year ended December 31, 2025 as compared to the year ended December 31, 2024, which included $10.7 million recognized for gross employee retention credits (“ERC”) received from the Coronavirus Aid, Relief, and Economic Security Act funding for businesses that had certain employee costs and were affected by the coronavirus pandemic. This increase was offset by $2.3 million in transition costs of the communities related to the Company's recent acquisitions.
As a result of the foregoing factors, the Company reported net loss of $72.5 million for the year ended December 31, 2025, compared to net loss of $3.3 million for the year ended December 31, 2024.
Liquidity and Capital Resources
Cash flows
The table below presents a summary of the Company’s net cash provided by (used in) operating, investing, and financing activities (in thousands):
Years ended December 31,
2025
2024
Net cash provided by (used in) operating activities
$
24,364
$
(1,782
)
Net cash used in investing activities
(70,687
)
(208,923
)
Net cash provided by financing activities
37,508
232,042
Increase (decrease) in cash and cash equivalents
$
(8,815
)
$
21,337
In addition to $11.0 million of an unrestricted cash balance as of December 31, 2025, our future liquidity will depend in part upon our operating performance, which will be affected by prevailing economic conditions, and financial, business and other factors, some of which are beyond our control. Principal sources of liquidity are expected to be cash flows from operations, proceeds from our A&R Credit Agreement, proceeds from debt financings, refinancings or loan modifications, and proceeds from equity offerings. As of December 31, 2025, the Company had outstanding borrowings under its revolving credit facility of $95.1 million. These transactions are expected to provide additional financial flexibility to us and increase our liquidity position.
The Company, from time to time, considers and evaluates financial and capital raising transactions related to its portfolio, including debt financing and refinancings, purchases and sales of assets, equity offerings, and other transactions. There can be no assurance that the Company will continue to generate cash flows at or above current levels, or that the Company will be able to obtain the capital necessary to meet the Company’s short and long-term capital requirements, including refinancing the Bridge Loan prior to its maturity.
Recent changes in the current economic environment, and other future changes, could result in decreases in the fair value of assets, slowing of transactions, and the tightening of liquidity and credit markets. These impacts could make securing debt or refinancings for the Company or prospective buyers of the Company’s properties more difficult or on terms not acceptable to the Company. The Company’s actual liquidity and capital funding requirements depend on numerous factors, including its operating results, its capital expenditures for community investment, and general economic conditions, as well as other factors described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 11, 2026.
Conference Call Information
The Company will host a conference call with senior management to discuss the Company’s financial results for the fourth quarter and full year 2025, on Wednesday, March 11, 2026, at 4:30 p.m. Eastern Time. To participate, dial 800-715-9871, passcode 4619110. A link to the simultaneous webcast of the teleconference will be available at: https://events.q4inc.com/attendee/593093229. The webcast will be available for replay for 12 months.
For the convenience of the Company’s shareholders and the public, the conference call will be recorded and available for replay for 7 days following such call. To access the conference call replay, call 800-770-2030, passcode 4619110. A transcript of the call will be posted to the Investor Relations section of the Company’s website.
About the Company
Dallas-based Sonida Senior Living, Inc. is a leading owner, operator and investor in independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at our senior housing communities. As of December 31, 2025, the Company owned, managed or invested in 96 senior housing communities in 20 states with an aggregate capacity of approximately 10,150 residents, including 84 owned senior housing communities (inclusive of four owned through joint venture investments in consolidated entities and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company managed on behalf of a third-party. For more information, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.
Safe Harbor
This release contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, to be filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, and also include the following: the Company’s ability to generate sufficient cash flows from operations, proceeds from equity issuances and debt financings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund the Company’s acquisitions and capital improvement projects to expand, redevelop, and/or reposition its senior living communities; increased competition for, or a shortage of, skilled workers, including due to general labor market conditions, along with wage pressures resulting from such increased competition, low unemployment levels, use of contract labor, minimum wage increases and/or changes in immigration or overtime laws; elevated market interest rates that increase the cost of certain of our debt obligations; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures, in particular, the Company’s ability to refinance its Bridge Loan on the terms and within the timeline expected, or at all; the Company’s compliance with its debt agreements, including certain financial covenants and the risk of cross-default in the event such non-compliance occurs; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all, including the possibility that the expected benefits and the Company’s projections related to such acquisitions may not materialize as expected; litigation relating to the CHP Merger that has been or could be instituted against CHP, the Company and our respective directors; our ability to integrate our business with CHP successfully, and to achieve the anticipated benefits; the possibility that companies that the Company has acquired or may acquire (including CHP) could have undiscovered liabilities, or that companies or assets that the Company has acquired or may acquire (including CHP) could involve other unexpected costs or may strain the Company’s management capabilities; potential adverse reactions or changes to business relationships resulting from the CHP Merger; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to maintain internal controls over financial reporting; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as elevated labor costs due to shortages of medical and non-medical staff, competition in the labor market, increased costs of salaries, wages and benefits, and immigration laws, the consumer price index, commodity costs, fuel and other energy costs, supply chain disruptions, increased insurance costs, tariffs, elevated interest rates and tax rates; the impact from or the potential emergence and effects of a future epidemic, pandemic, outbreak of infectious disease or other health crisis; the Company’s ability to maintain the security and functionality of its information systems, to prevent a cybersecurity attack or breach, and to comply with applicable privacy and consumer protection laws, including HIPAA; and changes in accounting principles and interpretations.
For information about Sonida Senior Living, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.
SONIDA SENIOR LIVING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Quarters Ended December 31,
Years Ended December 31,
2025
2024
2025
2024
Revenues:
Resident revenue
$
86,260
$
77,053
$
331,957
$
267,849
Management fees
1,090
916
4,431
3,381
Managed community reimbursement revenue
10,305
13,962
44,753
33,096
Total revenues
97,655
91,931
381,141
304,326
Expenses:
Operating expense
66,239
59,225
253,221
202,015
General and administrative expense
11,121
8,903
39,851
34,123
Transaction, transition and restructuring costs
8,986
2,912
16,231
5,874
Depreciation and amortization expense
14,809
13,320
56,768
44,051
Long-lived asset impairment
7,792
—
12,525
—
Managed community reimbursement revenue
10,305
13,962
44,753
33,096
Total expenses
119,252
98,322
423,349
319,159
Other income (expense):
Interest income
481
302
2,103
1,681
Interest expense
(10,008
)
(9,596
)
(38,635
)
(36,990
)
Gain on extinguishment of debt, net
—
10,388
—
48,536
Loss from equity method investment
(283
)
(714
)
(1,370
)
(895
)
Other income (expense), net
1,337
(161
)
7,948
(540
)
Loss before provision for income taxes
(30,070
)
(6,172
)
(72,162
)
(3,041
)
Provision for income taxes
(76
)
(46
)
(330
)
(239
)
Net loss
(30,146
)
(6,218
)
(72,492
)
(3,280
)
Less: Net loss attributable to noncontrolling interests
370
714
1,713
1,221
Net loss attributable to Sonida shareholders
(29,776
)
(5,504
)
(70,779
)
(2,059
)
Dividends on Series A convertible preferred stock
(1,409
)
(1,409
)
(5,637
)
(2,818
)
Undeclared dividends on Series A convertible preferred
—
—
—
(2,707
)
Net loss attributable to common stockholders
$
(31,185
)
$
(6,913
)
$
(76,416
)
$
(7,584
)
Per share data:
Basic net loss per share
$
(1.72
)
$
(0.38
)
$
(4.22
)
$
(0.54
)
Diluted net loss per share
$
(1.72
)
$
(0.38
)
$
(4.22
)
$
(0.54
)
Weighted average common shares outstanding — basic
18,106
18,048
18,087
14,109
Weighted average common shares outstanding — diluted
18,106
18,048
18,087
14,109
SONIDA SENIOR LIVING, INC.
CONSOLIDATED BALANCE SHEET
(in thousands)
December 31,
2025
December 31,
2024
Assets:
Current assets:
Cash and cash equivalents
$
11,008
$
16,992
Restricted cash
19,264
22,095
Accounts receivable, net of allowance for credit losses of $2.6 million and $7.9 million, respectively
18,611
18,965
Prepaid expenses and other assets
6,373
4,634
Assets held for sale
9,453
—
Derivative assets
8
1,403
Deferred issuance costs
13,163
—
Total current assets
77,880
64,089
Property and equipment, net
736,188
739,884
Investment in unconsolidated entity
8,789
10,943
Intangible assets, net
19,743
24,526
Other assets, net
2,245
2,479
Total assets(a)
$
844,845
$
841,921
Liabilities:
Current liabilities:
Accounts payable
$
4,705
$
9,031
Accrued expenses
71,663
45,024
Current portion of debt, net of deferred loan costs
7,291
15,486
Deferred income
7,275
5,361
Federal and state income taxes payable
292
243
Liabilities held for sale
13,529
—
Other current liabilities
379
470
Total current liabilities
105,134
95,187
75,615
Long-term debt, net of deferred loan costs
682,450
635,904
Other long-term liabilities
1,006
793
Total liabilities(a)
788,590
712,312
Commitments and contingencies
Redeemable preferred stock:
Series A convertible preferred stock, $0.01 par value; 41 shares authorized, 41 shares issued and outstanding as of December 31, 2025 and 2024
51,249
51,249
Equity:
Sonida’s shareholders’ equity (deficit):
Preferred stock, $0.01 par value:
Authorized shares — 15,000 as of December 31, 2025 and 2024; none issued or outstanding, except Series A convertible preferred stock as noted above
—
—
Common stock, $0.01 par value:
Authorized shares — 30,000 as of December 31, 2025 and 2024; 18,770 and 18,992 shares issued and outstanding as of December 31, 2025 and 2024, respectively
188
190
Additional paid-in capital
490,804
491,819
Retained deficit
(491,003
)
(420,224
)
Total Sonida shareholders’ equity (deficit)
(11
)
71,785
Noncontrolling interest:
5,017
6,575
Total equity
5,006
78,360
Total liabilities, redeemable preferred stock and equity
$
844,845
$
841,921
(a) The consolidated balance sheets include the following amounts related to our consolidated Variable Interest Entity (VIE): $1.8 million and $5.0 million of Cash and cash equivalents; $2.0 million and $1.5 million of Restricted cash; $0.4 million and $0.3 million of Accounts receivable, net; $28.8 million and $27.8 million of Property and equipment, net; $2.8 million and $4.7 million of Intangible assets, net; $1.0 million and $5.4 million of Accounts payable; $0.7 million and $0.9 million of Accrued expenses; $0.3 million and $0.2 million of Deferred income; $21.5 million and $21.3 million of Debt, net of deferred loan costs; and $0.1 million and $0.2 million of Other long-term liabilities, in each case, as of December 31, 2025 and 2024, respectively.
Sonida Senior Living, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31,
(In thousands)
2025
2024
Operating Activities
Net loss
$
(72,492
)
$
(3,280
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
56,768
44,051
Amortization of deferred loan costs
1,562
1,619
Loss on derivative instruments, net
1,069
3,950
Gain on sale of assets, net
—
(192
)
Long-lived asset impairment
12,525
—
Gain on extinguishment of debt
—
(48,536
)
Loss from equity method investment
1,370
895
Provision for credit losses
3,329
2,596
Non-cash stock-based compensation expense
5,049
4,369
Other non-cash items
364
(35
)
Changes in operating assets and liabilities:
Accounts receivable
(2,975
)
(13,543
)
Prepaid expenses and other assets
4,485
(156
)
Other assets, net
470
—
Accounts payable and accrued expenses
11,093
5,151
Federal and state income taxes payable
49
28
Deferred income
1,969
1,320
Customer deposits
(271
)
(19
)
Net cash provided by (used in) operating activities
24,364
(1,782
)
Investing Activities
Investments in unconsolidated entity
—
(22,409
)
Return of investment in unconsolidated entity
785
10,571
Acquisition of new communities
(38,188
)
(172,546
)
Capital expenditures
(33,284
)
(25,170
)
Proceeds from sale of assets
—
631
Net cash used in investing activities
(70,687
)
(208,923
)
Financing Activities
Proceeds from issuance of common stock, net of issuance costs
—
190,537
Proceeds from notes payable
18,082
56,040
Repayments of notes payable
(8,372
)
(72,026
)
Proceeds from revolving credit facility
49,550
68,705
Repayment of revolving credit facility
(14,500
)
(8,705
)
Capital contributions from noncontrolling investors in joint ventures
287
7,796
Distributions to noncontrolling investors in joint ventures
(132
)
—
Dividends paid on Series A convertible preferred stock
(5,637
)
(2,818
)
Deferred loan costs paid
(1,212
)
(3,726
)
Purchase of derivative assets
(129
)
(3,312
)
Other financing costs
(429
)
(449
)
Net cash provided by financing activities
37,508
232,042
Increase (decrease) in cash and cash equivalents
(8,815
)
21,337
Cash and cash equivalents and restricted cash at beginning of year
39,087
17,750
Cash and cash equivalents and restricted cash at end of year
$
30,272
$
39,087
Supplemental Disclosures
Cash paid during the year for:
Interest
$
37,290
$
33,359
Income taxes paid, net - Texas
$
277
$
220
Non-cash investing and financing activities:
Notes payable acquired through acquisitions
$
—
$
21,690
Undeclared dividends on Series A convertible preferred stock
$
—
$
2,707
Insurance financed through insurance notes payable
$
6,224
$
1,707
Non-cash additions of property and equipment
$
729
$
2,219
Non-cash right-of-use assets
$
643
$
—
DEFINITIONS
RevPAR, or average monthly revenue per available unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
RevPOR, or average monthly revenue per occupied unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.
Same-Store Community Portfolio is defined by the Company as communities that are consolidated, wholly or partially owned, and operational for the full year in each year beginning as of January 1st of the prior year. Consolidated communities excluded from the same-store community portfolio include the Acquisition Community Portfolio, the Repositioning Portfolio, and certain communities that have experienced a casualty event that has significantly impacted their operations.
Acquisition Community Portfolio is defined by the Company as communities that are wholly or partially owned, acquired in the current year or prior comparison year, and are not operational in both comparison years. An operational community is defined as a community that has maintained its certificate of occupancy and has made at least 80% of its wholly owned or partially owned units available for five consecutive quarters.
Repositioning Portfolio is defined by the Company as communities that are wholly or partially owned, and have undergone or are undergoing strategic repositioning as a result of significant changes in the business model, care offerings, and/or capital re-investment plans, that in each case, have disrupted, or are expected to disrupt, normal course operations. These communities will be included in the Same-Store Community Portfolio once operating under normal course operating structures for the full year in each year beginning as of January 1st of the prior year.
NON-GAAP FINANCIAL MEASURES
This earnings release contains the financial measures (1) Net Operating Income, (2) Net Operating Income Margin, (3) Adjusted EBITDA, and (4) Same-store amounts for these metrics, each of which is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, or revenue. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP, which are included below.
The Company believes that presentation of Net Operating Income and Net Operating Income Margin as performance measures is useful to investors because such measures are some of the metrics used by the Company’s management to evaluate the performance of the Company’s owned portfolio of communities, to review the Company’s comparable historic and prospective core operating performance of the Company’s owned communities, and to make day-to-day operating decisions. The Company also believes that the presentation of such non-GAAP financial measures and Adjusted EBITDA is useful to investors because such measures provide an assessment of operational factors that management can impact in the short-term, primarily revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods.
Net Operating Income and Net Operating Income Margin have material limitations as performance measures, including the exclusion of general and administrative expenses that are necessary to operate the Company and oversee its communities. Furthermore, such non-GAAP financial measures and Adjusted EBITDA exclude (i) interest that is necessary to operate the Company’s business under its current financing and capital structure, and (ii) depreciation, amortization, and impairment charges that may represent the wear and tear and/or reduction in value of the Company’s communities and other assets and may be indicative of future needs for capital expenditures. The Company may also incur income/expense similar to those for which adjustments may be made and such income/expense may significantly affect the Company’s operating results.
Net Operating Income and Net Operating Income Margin
Net Operating Income and Net Operating Income Margin are non-GAAP performance measures that the Company defines as net income (loss) excluding: general and administrative expenses (inclusive of stock-based compensation expense), interest income, interest expense, other expense, provision for income taxes, management fees, and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include depreciation and amortization expense, long-lived asset impairment, gain on extinguishment of debt, loss from equity method investment, casualty loss, non-recurring settlement fees, income tax, and personal property tax. Net Operating Income Margin is calculated by dividing Net Operating Income by resident revenue. The Company presents these non-GAAP measures on a consolidated community and same-store community basis.
The following table presents a reconciliation of the Non-GAAP Financial Measures of Net Operating Income and Net Operating Income Margin, in each case, on a consolidated community and same-store community basis to the most directly comparable GAAP financial measure of net loss for the periods indicated:
(in thousands)
Three Months Ended
December 31,
Three Months
Ended
September 30,
Years Ended
December 31,
2025
2024
2025
2025
2024
Same-store community net operating income (1)
Net loss
$
(30,146
)
$
(6,218
)
$
(27,348
)
$
(72,492
)
$
(3,280
)
General and administrative expense
11,121
8,903
10,529
39,851
34,123
Transaction, transition and restructuring costs
8,986
2,912
6,174
16,231
5,874
Depreciation and amortization expense
14,809
13,320
14,627
56,768
44,051
Long-lived asset impairment
7,792
—
4,733
12,525
—
Interest income
(481
)
(302
)
(394
)
(2,103
)
(1,681
)
Interest expense
10,008
9,596
9,910
38,635
36,990
Gain on extinguishment of debt, net
—
(10,388
)
—
—
(48,536
)
Loss from equity method investment
283
714
374
1,370
895
Other (income) expense, net
(1,337
)
161
1,902
(7,948
)
540
Provision for income taxes
76
46
88
330
239
Management fees
(1,090
)
(916
)
(1,146
)
(4,431
)
(3,381
)
Other operating expenses (2)
1,323
1,220
1,315
4,749
2,834
Consolidated community net operating income
21,344
19,048
20,764
83,485
68,668
Net operating income for non same-store communities (1)
(5,047
)
(3,773
)
(4,677
)
(18,333
)
(8,319
)
Same-store community net operating income
16,297
15,275
16,087
65,152
60,349
Resident revenue
$
86,260
$
77,053
$
84,597
$
331,957
$
267,849
Resident revenue for non same-store communities (1)
27,143
21,014
25,669
98,150
47,409
Same-store community resident revenue
59,117
56,039
58,928
233,807
220,440
Same-store community net operating income margin
27.6
%
27.3
%
27.3
%
27.9
%
27.4
%
(1) Q4 2025 and Q3 2025 excludes 3 and 16 senior living consolidated communities acquired by the Company in 2025 and 2024, respectively and the 6 Repositioning Portfolio communities. Q4 2024 excludes 16 senior living consolidated communities acquired by the Company in 2024 and the 6 Repositioning Portfolio communities.
(2) Includes casualty loss, non-recurring settlement fees, income tax, and personal property tax.
ADJUSTED EBITDA (UNAUDITED)
Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: depreciation and amortization expense, interest income, interest expense, other expense/income, provision for income taxes; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include stock-based compensation expense, provision for credit losses, long-lived asset impairment, gain on extinguishment of debt, casualty losses, and transaction, transition and restructuring costs.
The following table presents a reconciliation of the Non-GAAP Financial Measures of Adjusted EBITDA to the most directly comparable GAAP financial measure of net loss for the periods indicated:
(In thousands)
Three Months Ended
December 31,
Three Months
Ended
September 30,
Years Ended
December 31,
2025
2024
2025
2025
2024
Adjusted EBITDA
Net loss
$
(30,146
)
$
(6,218
)
$
(27,348
)
$
(72,492
)
$
(3,280
)
Depreciation and amortization expense
14,809
13,320
14,627
56,768
44,051
Stock-based compensation expense
1,426
1,175
1,424
5,049
4,369
Provision for credit losses
1,062
1,086
827
3,329
2,596
Interest income
(481
)
(302
)
(394
)
(2,103
)
(1,681
)
Interest expense
10,008
9,596
9,910
38,635
36,990
Long-lived asset impairment
7,792
—
4,733
12,525
—
Gain on extinguishment of debt, net
—
(10,388
)
—
—
(48,536
)
Other (income) expense, net
(1,337
)
161
1,902
(7,948
)
540
Provision for income taxes
76
46
88
330
239
Casualty losses (1)
748
960
1,216
3,436
2,082
Transaction, transition and restructuring costs (2)
8,986
2,912
6,174
16,231
5,874
Adjusted EBITDA
$
12,943
$
12,348
$
13,159
$
53,760
$
43,244
(1) Casualty losses relate to non-recurring insured claims for unexpected events.
(2) Transaction, transition and restructuring costs relate to legal and professional fees incurred for transactions, restructuring projects, or related projects, including the CHP transaction.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260311552026/en/
Investor Relations
Jason Finkelstein
Ignition IR
ir@sonidaliving.com
Original: Sonida Senior Living, Inc. Announces Fourth Quarter and Full Year 2025 Results
US Market News
3月前
Sonida Senior Living Completes $1.8 Billion Strategic Merger with CNL Healthcare Properties, Inc.March 11, 2026 7:30 AM
Business Wire
Creates $3.3 Billion Pure-Play Senior Housing Owner-Operator and Eighth Largest Owner of U.S. Senior Living Assets1
Estimated Normalized FFO Per Share Accretion of 62% on a Run-Rate Basis with Substantial Near-Term and Future Synergies
Strengthens Balance Sheet Through Immediate Deleveraging and Significantly Deepened Access to Capital
Sonida Senior Living, Inc. (“Sonida” or the “Company”) (NYSE: SNDA), one of the largest, pure-play owner-operators and investors in U.S. senior living communities, today announced the completion of its previously announced merger with CNL Healthcare Properties, Inc. (“CHP”), a public non-traded real estate investment trust (“REIT”) that owns a national portfolio of high-quality senior housing properties, with Sonida having acquired 100% of CHP in a cash and stock transaction valued at approximately $1.8 billion. The common stock of the combined company will trade under Sonida’s existing ticker symbol “SNDA” on the NYSE.
Sonida now owns a combined portfolio of 153 high-quality independent living, assisted living and memory care senior living communities creating the eighth largest owner of U.S. senior living assets with ~14,700 owned units. The portfolio spans the full continuum of care, focusing on high-growth, private-pay communities across the United States. The acquisition strengthens the Company’s presence in the South, Southeast, and Midwest while strategically expanding into the Mountain West, Pacific Northwest, and Mid-Atlantic.
Transaction Overview
The completion of the transaction follows the satisfaction of all conditions to the closing of the merger, pursuant to the terms of the definitive merger agreement (the “Merger Agreement”) entered by and between Sonida and CHP on November 4, 2025, including receipt of approvals by both Sonida and CHP stockholders. At the special meeting of Sonida stockholders held on February 26, 2026, a total of 18,277,189 shares of Sonida stock, representing approximately 91% of the Sonida stock entitled to vote at the special meeting, were present in person or by proxy, constituting a quorum to conduct business and approximately 88.9% of the total voting power of all Sonida shares voted in favor of the issuance of shares of Sonida common stock in connection with the closing of the transaction.
With the satisfaction of all closing conditions, Sonida has acquired 100% of the common stock of CHP for a total consideration of $7.22 per share of CHP, based on an exchange ratio of 0.1318 shares of Sonida common stock and our closing price on March 10 and $2.32 in cash.
As per the terms of the Merger Agreement and to help ensure certainty of value for the stock portion of the merger consideration, the final calculated exchange ratio of 0.1318x was calculated by dividing (a) $4.58 by (b) a volume weighted average price (VWAP) of Sonida common stock, which was determined during a measurement period prior to closing of the transaction and subject to an asymmetric collar with a range of 15% below the reference price ($22.73) and 30% above the reference price ($34.76). Based on the final calculated exchange ratio, Sonida existing shareholders’ ownership equates to 50.0% of the newly combined company’s diluted common equity, with estimated Normalized FFO per share accretion of 62% on a run-rate basis.
1By units
“We are very pleased with the strong support from both Sonida and CHP stockholders, underscoring their belief in the power of this combination and marking a significant step forward for Sonida. Moreover, the transaction is immediately accretive to shareholders and positions the company to create increased and durable value over the long term,” said Brandon Ribar, President and Chief Executive Officer of Sonida. “Our owner-operator platform has been purposefully designed for growth and scale in order to fully maximize historically favorable senior housing fundamentals and powerful demographic trends. This combination accelerates that strategy by more than doubling our owned footprint and strengthening our presence in markets we believe offer the most attractive opportunities.
“As part of the transaction, all dedicated resources of CHP’s external advisor will be available to Sonida for the next 90 days. Furthermore, a number of the advisor’s employees will join Sonida in permanent roles, continuing to deepen our talent pool and aiding in the integration process. Over the last several months, we have worked closely with CHP to ensure a smooth integration and transition for its communities and employees. This includes working side-by-side with CHP’s current operating partners, pursuing deeper strategic relationships where applicable, and identifying a path forward that is beneficial to our staff, our residents, and our shareholders.
“With the closing of this transaction, we expect to unlock substantial operating synergies, drive future NOI growth through operational improvements and portfolio optimization, increase share liquidity, and broaden the breadth and depth of our access to capital. Importantly, we remain committed to disciplined growth, both organic and inorganic, while remaining focused on our expanded opportunity and fundamental objective – providing our residents, both current and new, with the highest quality of care, attention, and services available in the market.
“Finally, I would like to acknowledge the entire Sonida team for their persistent work, both our corporate employees for their dynamic execution on this transaction, and our frontline community employees, for their unremitting efforts to deliver the highest standards to our residents,” concluded Ribar.
Financing
In connection with the closed transaction, Sonida obtained permanent debt financing (the “Permanent Facilities”) in an aggregate principal amount of $930 million, plus an uncommitted accordion feature that allows Sonida to increase borrowings under the Permanent Facilities up to $1.25 billion. The Permanent Facilities replaced the facilities provided to Sonida under its existing credit agreement.
At the time of the initial merger announcement, a 364-day committed bridge financing (the “Bridge Loan Facility”) in an aggregate principal amount of $900 million was provided by RBC Capital Markets and BMO Capital Markets to, among other things, fund the cash portion of the purchase price payable pursuant to the Merger Agreement and repay CHP’s existing corporate credit facilities (the “CHP Existing Debt”). In connection with the closing of the merger, Sonida borrowed $270 million under the Bridge Loan Facility.
An overview of the Permanent Facilities is as follows:
Revolving Credit Facility: a new and upsized $405 million four-year senior secured revolving credit facility (the “New Revolving Credit Facility”) with pricing ranging from S+200 to S+135 bps depending on the Company’s total leverage ratio. The New Revolving Credit Facility reflects a significant reduction in the Company’s revolving borrowing costs compared to the Company’s existing revolving credit facility.
Term Loan Facilities: two new senior secured term loan facilities consisting of a $262.5 million three-year term loan facility and a $262.5 million five-year term loan facility (the term loans made pursuant to the new term loan facilities, the “New Term Loans”), each with pricing ranging from of S+195 to S+130 bps depending on the Company’s total leverage ratio.
Accordion Feature: up to $320 million of uncommitted debt capacity under the credit agreement governing the Permanent Facilities for a total debt capacity of up to $1.25 billion, giving the Company the ability to continue to support its ongoing acquisition strategy.
Guarantees: The Permanent Facilities are guaranteed by the Company’s subsidiaries that guaranteed the Existing Credit Agreement, and each subsidiary of CHP that is designated as a guarantor by the Company.
Collateral: The Permanent Facilities are secured by, among other things a first priority pledge of equity interests in the entities, directly or indirectly owned by the Company, that own borrowing base properties with a built-in mechanism for the equity pledge to be released and for the Permanent Facilities to become unsecured at the later of twelve months after the closing of the closing of the Permanent Facilities or the Company’s compliance with certain covenant requirements.
The proceeds of the New Term Loans and the Bridge Loan Facility, together with a $245 million borrowing under the New Revolving Credit Facility, were used (a) to fund a portion of the cash consideration paid to the holders of common stock of CHP pursuant to the Merger Agreement, (b) to repay certain existing unsecured senior indebtedness of CHP, (c) to pay certain fees and expenses incurred in connection with the foregoing, (d) to refinance borrowings under the Company’s existing revolving credit facility, and (e) for general corporate purposes. The New Revolving Credit Facility will also provide meaningful available liquidity and dry powder to the Company for its continued opportunistic acquisition strategy. The Bridge Loan Facility is expected to be replaced through property-level financing prior to its maturity.
BMO Capital Markets Corp. and RBC Capital Markets served as Joint Bookrunners for the Permanent Facilities and BMO served as the Administrative Agent. RBC Capital Markets, Citizens Bank, N.A., JPMorgan Chase Bank, N.A., KeyBank National Association, and Wells Fargo Bank, National Association served as Co-Syndication Agents for the Permanent Facilities. BMO Capital Markets Corp., RBC Capital Markets, Citizens Bank, N.A., JPMorgan Chase Bank, N.A., KeyBanc Capital Markets, and Wells Fargo Securities, LLC served as Joint Lead Arrangers for the Permanent Facilities. First Financial Bank, Morgan Stanley Senior Funding, Inc. and Goldman Sachs Bank USA also participated in the Permanent Facilities.
Governance
Sonida’s Board of Directors (the “Board”) will remain comprised of nine members, including two designated by CHP, Stephen Mauldin, CHP’s former CEO, President and Vice Chairman, and J. Chandler Martin, former CHP Director and former Corporate Treasurer of Bank of America.
Michael Simanovsky, Founder and Managing Partner of Conversant Capital, Sonida’s largest shareholder, was appointed as Board Chairman effective as of the closing of the transaction. Sam Levinson of Silk Partners, Sonida’s second largest shareholder, will join the Board as Silk’s appointee effective May 1, 2026.
Transaction Advisors
In connection with this transaction, RBC Capital Markets served as lead financial advisor to Sonida. BMO Capital Markets served as financial advisor, Newmark Group, Inc. served as real estate advisor, Fried, Frank, Harris, Shriver & Jacobson LLP acted as its legal counsel and Sidley Austin LLP acted as legal counsel for Sonida’s special committee of its Board of Directors. KeyBanc Capital Markets served as exclusive financial advisor to CHP, Arnold & Porter Kaye Scholer LLP acted as corporate legal counsel in connection with the transaction and Ropes & Gray LLP acted as legal counsel to CHP’s special committee of its Board of Directors.
About Sonida
Dallas-based Sonida Senior Living, Inc., is one of the largest, pure-play owner-operators and investors in U.S. senior living communities, with a focus on independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at the senior housing communities we operate. As of March 11, 2026 and after giving effect to the completed merger with CNL Healthcare Properties, Inc., the Company owns, manages or is invested in 165 senior housing communities with over 16,400 total units across 35 states, including 153 owned senior housing communities (inclusive of 54 managed by third-party property managers,15 leased pursuant to triple-net leases, four owned through joint venture investments in consolidated entities and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company manages on behalf of a third-party.
For more information, visit investors.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.
Cautionary Note Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws. All statements other than statements of historical fact in this communication are forward-looking statements, including those relating to the Company’s expectations and beliefs, the CHP merger and its expected financial and other benefits, including expected accretion and synergies, and the Company’s future business prospects and strategies, financial results, working capital, liquidity, capital needs and expenditures. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results, events and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2026, as such factors may be updated from time to time in the Company’s other filings with the SEC, and include the following: the Company’s ability to generate sufficient cash flows from operations, proceeds from equity issuances and debt financings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund the Company’s acquisitions and capital improvement projects to expand, redevelop, and/or reposition its senior living communities; increased competition for, or a shortage of, skilled workers, including due to general labor market conditions, along with wage pressures resulting from such increased competition, low unemployment levels, use of contract labor, minimum wage increases and/or changes in immigration or overtime laws; elevated market interest rates that increase the cost of certain of our debt obligations; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures, in particular the Company’s ability to refinance its Bridge Loan Facility on the terms and within the timeline expected, or at all; the Company’s compliance with its debt agreements, including certain financial covenants and the risk of cross-default in the event such non-compliance occurs; the Company’s ability to complete acquisitions and dispositions upon favorable terms or at all, including the possibility that the expected benefits and the Company’s projections related to such acquisitions may not materialize as expected; litigation relating to the merger with CHP that has been or could be instituted against CHP, the Company and our respective directors; our ability to integrate our business with CHP successfully, and to achieve the anticipated benefits; the possibility that companies that the Company has acquired or may acquire (including CHP) could have undiscovered liabilities, or that companies or assets that the Company has acquired or may acquire (including CHP) could involve other unexpected costs or may strain the Company’s management capabilities; potential adverse reactions or changes to business relationships resulting from the merger with CHP; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to maintain effective internal controls over financial reporting; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as elevated labor costs due to shortages of medical and non-medical staff, competition in the labor market, increased costs of salaries, wages and benefits, and immigration laws, the consumer price index, commodity costs, fuel and other energy costs, supply chain disruptions, increased insurance costs, tariffs, elevated interest rates and tax rates; the impact from or the potential emergence and effects of a future epidemic, pandemic, outbreak of infectious disease or other health crisis; the Company’s ability to maintain the security and functionality of its information systems, to prevent a cybersecurity attack or breach, and to comply with applicable privacy and consumer protection laws, including HIPAA; and changes in accounting principles and interpretations.
We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or outcomes that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected.
All forward-looking statements attributable by the Company, or persons acting on the Company’s behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date of they are made, and the Company does not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable law.
NON-GAAP FINANCIAL MEASURES
This press release contains references to the following financial measure: Normalized FFO per share, which is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Investors should not consider this non-GAAP financial measure as a substitute for financial measures determined in accordance with GAAP. Investors are cautioned that amounts presented in accordance with the Company’s definition of this non-GAAP financial measure may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner.
Normalized FFO attributable to common stockholders (“Normalized FFO”) is a non-GAAP performance measure that the Company defines as net income (loss) attributable to common shareholders plus real estate related depreciation and amortization, plus share of real estate related depreciation and amortization from unconsolidated entities, less non-controlling interests’ share of real estate related depreciation and amortization, plus gains (losses) from the sale of depreciable real estate assets less taxes associated with real estate dispositions; plus (less) long-lived impairment of real estate, plus transaction, transition and restructuring costs, conversion costs, casualty losses, debt modification costs, gains / losses on derivatives, gains / losses on extinguishment of debt and other non-recurring credits or expenses. Normalized FFO per share is calculated by dividing Normalized FFO by total common shares outstanding.
Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, the Company considers Normalized FFO and Normalized FFO per share to be appropriate supplemental measures of operating performance. The Company believes that the presentation of Normalized FFO and Normalized FFO per share are useful measures for investors’ understanding and comparing our operating results because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate and real estate asset depreciation and amortization (which can differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), Normalized FFO and Normalized FFO per share allow investors, analysts and Company management to compare the Company’s operating performance across periods on a consistent basis.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260311711379/en/
Sonida Investor Relations
Jason Finkelstein
IGNITION IR
ir@sonidaliving.com
Original: Sonida Senior Living Completes $1.8 Billion Strategic Merger with CNL Healthcare Properties, Inc.