0001043000FALSE00010430002024-11-132024-11-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 13, 2024
_________________________________
Sonida Senior Living, Inc.
(Exact name of registrant as specified in its charter)
_________________________________
Delaware
(State or other jurisdiction of incorporation)
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1-13445 | 75-2678809 |
(Commission File Number) | (IRS Employer Identification No.) |
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14755 Preston Road | |
Suite 810 | |
Dallas, | Texas | 75254 |
(Address of principal executive offices) | (Zip Code) |
(972) 770-5600
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
_________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | | SNDA | | New York Stock Exchange |
Item 2.02 Results of Operations and Financial Condition.
On November 13, 2024, Sonida Senior Living, Inc. (the “Company”) announced its financial results for the third quarter ended September 30, 2024 by issuing a press release. The full text of the press release issued in connection with the announcement is attached hereto as Exhibit 99.1.
The information being furnished under Item 2.02, Item 7.01, Exhibit 99.1 and Exhibit 99.2 shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such a filing. The press release and the presentation referenced below contain, and may implicate, forward-looking statements regarding the Company and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
Item 7.01 Regulation FD Disclosure.
Attached hereto as Exhibit 99.2 is an updated presentation of the Company.
By filing this Current Report on Form 8-K, the Company does not acknowledge that disclosure of this information is required by Regulation FD or that the information was material or non-public before the disclosure. The Company assumes no obligation to update or supplement forward-looking statements in this presentation that become untrue because of new information, subsequent events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
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*99.1 | |
*99.2 | |
104 | Cover Page Interactive Date File-formatted as Inline XBRL. |
*These exhibits to this Current Report on Form 8-K are not being filed but are being furnished pursuant to Item 9.01.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: November 13, 2024 | Sonida Senior Living, Inc. |
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| By: | /s/ KEVIN J. DETZ |
| Name: | Kevin J. Detz |
| Title: | Executive Vice President and Chief Financial Officer |
Sonida Senior Living Announces Third Quarter 2024 Results
DALLAS, Texas – November 13, 2024 – 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 third quarter ended September 30, 2024.
“Sonida’s emphasis on its results-driven operational, financial and capital allocation strategies yielded another quarter of meaningful performance and portfolio expansion. Same-store revenue, community net operating income, resident rates and occupancy demonstrated continuing gains year-over-year. On the external growth front, we have expanded our portfolio by 30% in just the last six months by acquiring 19 senior living communities (including 10 in the fourth quarter), either outright or through joint ventures and adding three additional communities under third party management agreements. We are poised to deliver further growth and margin expansion as we balance the ongoing improvement in our same store portfolio and drive accelerated revenue and margin recovery in our newly acquired communities. The combination of our operating platform, capital availability and robust pipeline of growth opportunities positions Sonida to continue our multi-year growth trajectory,” said Brandon Ribar, President and CEO.
Third Quarter Highlights
•Weighted average occupancy for the Company’s owned same-store portfolio increased 210 basis points to 87.0% from 84.9% in Q3 2023.
•Same-store resident revenue increased $3.9 million, or 6.6%, comparing Q3 2024 to Q3 2023, and increased $4.4 million, or 7.5%, when excluding $0.5 million of state grant revenue received in Q3 2023.
•Net loss attributable to Sonida stockholders for Q3 2024 was $13.8 million compared to $18.4 million for Q3 2023, representing a $4.6 million improvement.
•Q3 2024 Adjusted EBITDA, a non-GAAP measure, was $10.1 million, representing an increase of $0.8 million, or 8.7%, year-over-year, driven primarily by continued improvements in operations.
•Results for the Company’s same-store, owned portfolio of 61 communities:
◦Q3 2024 vs. Q3 2023:
▪Revenue Per Available Unit (“RevPAR”) increased 7.1% to $3,692.
▪Revenue Per Occupied Unit (“RevPOR”) increased 4.5% to $4,244.
▪Q3 2024 Community Net Operating Income, a non-GAAP measure, was $16.8 million. Q3 2023 Adjusted Community Net Operating Income, a non-GAAP measure, which excludes $0.5 million of state grant revenue received in Q3 2023 (none received in Q3 2024), was $14.2 million, representing an increase of $2.6 million or 18.3%.
▪Community Net Operating Income Margin a non-GAAP measure, was 26.7% for Q3 2024. Adjusted Community Net Operating Income Margin, a non-GAAP measure and adjusted for non-recurring state grant revenue, was 24.2% for Q3 2023.
◦Q3 2024 vs. Q2 2024:
▪RevPAR increased 0.5% to $3,692.
▪RevPOR decreased 0.4% to $4,244, due to a strong increase in occupancy (170 bps) with our lower rate Independent Living units.
▪Community Net Operating Income decreased $0.9 million to $16.8 million primarily attributable to one additional work day and holiday in Q3 2024, as well as the seasonal impact on the communities’ utilities expense.
▪Community Net Operating Income Margin was 26.7% and 28.2% for Q3 2024 and Q2 2024, respectively.
•In July 2024, the Company entered into joint ventures which acquired four senior living communities located in Texas (3) and Georgia (1). The Company is a 51% owner in the joint ventures, manages the communities and consolidates its results.
•In August 2024, the Company raised $130.4 million in gross proceeds from its offering of common equity issuing 4.8 million shares for net proceeds of $124.1 million.
•In July 2024, the Company entered into a senior secured revolving credit facility (the “Credit Facility”) with BMO Bank N.A. (“BMO Bank”) for $75.0 million. Additionally, the Company received a commitment letter from the Royal Bank of Canada (“RBC”) pursuant to which RBC committed to provide a revolving credit commitment under the Credit Facility for an additional amount of up to $75.0 million. The Credit Facility has a term of three years, a leverage-based pricing matrix between S+210 and S+260 and is fully recourse to Sonida.
Subsequent Event Highlights
Fannie Mae Loan Extension
In October 2024, the Company agreed to terms in principle with Fannie Mae subject to definitive documentation to extend the maturities on 18 individual mortgages (representing $220.1 million of debt outstanding as of September 30, 2024) from December 1, 2026 to January 1, 2029. As part of the proposed modification, the Company tentatively agreed to $10.0 million in additional, scheduled principal paydowns through the revised maturity.
Palm Acquisition
On October 1, 2024, the Company finalized the previously announced acquisition of eight senior living communities strategically located in attractive submarkets in the Southeast. The portfolio is comprised of 555 units with Assisted Living (“AL”) and Memory Care (“MC”) offerings (approximately 70% AL and 30% MC) in northern Florida and South Carolina. The eight communities are located in high growth primary and secondary metropolitan areas with favorable growth prospects: Jacksonville, Orlando and Daytona Beach (Florida); Hilton Head, Charleston and Florence (South Carolina). Sonida’s purchase price of $102.9 million, or approximately $185,000 per unit, reflects a significant discount to the Company’s estimate of replacement cost. At close, the portfolio’s in-place occupancy was approximately 85% with an average RevPOR of more than $6,000.
Senior Secured Revolving Credit Facility
On October 3, 2024, the Company closed on the additional $75.0 million commitment under the Credit Facility. The incremental $75.0 million availability results in a total aggregate commitment under the Credit Facility of up to $150.0 million. In addition to the two existing senior living communities, the eight Palm Communities secure the Company’s obligations under the Credit Facility.
On October 30, 2024, the Company drew down $60.0 million under the Credit Facility in anticipation of the closing of the Atlanta PSA (as defined below), the Texas DPO (as defined below) and liquidity for general corporate purposes.
Texas DPO
On November 1, 2024, the Company exercised its option to make a discounted payoff (“Texas DPO”) of the outstanding loan principal for two communities located in Texas. The Texas DPO amount of $18.3 million represents a discount of 36% on the total principal outstanding of $28.4 million (as of November 1, 2024). The Texas DPO represents the last material restructuring of the Company’s legacy debt portfolio, with 58 of 60 loans having been addressed over the past 12 months.
Atlanta Acquisition
On October 2, 2024, the Company signed a purchase and sale agreement (“Atlanta PSA”) to acquire two senior living communities in the Atlanta, GA market for $29.0 million. The assets have an average age of five years and will add 178 units (106 AL and 72 MC) to Sonida’s portfolio. Sonida’s purchase price is approximately $173,000 per unit, which reflects a significant discount to the Company’s estimate of replacement cost. On November 1, 2024, the Company finalized the acquisition of these two senior living communities with in-place occupancy and average RevPOR of 86% and more than $5,700, respectively.
SONIDA SENIOR LIVING, INC.
SUMMARY OF CONSOLIDATED FINANCIAL RESULTS
THREE MONTHS ENDED SEPTEMBER 30, 2024
(in thousands)
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| Three Months Ended September 30, | | Three Months Ended June 30, | | |
| 2024 | | 2023 | | 2024 | | | | |
Consolidated results | | | | | | | | | |
Resident revenue (1) | $ | 66,951 | | | $ | 59,117 | | | $ | 63,108 | | | | |
Management fees | 1,151 | | | 569 | | | 720 | | | | |
Managed community reimbursement revenue | 6,648 | | | 4,989 | | | 6,379 | | | | |
Operating expenses | 50,492 | | | 44,486 | | | 45,981 | | | | |
General and administrative expenses (2) | 11,793 | | | 8,615 | | | 9,178 | | | | |
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Long-lived asset impairment | — | | | 5,965 | | | — | | | | |
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Other income (expense), net | (153) | | | (124) | | | 253 | | | | |
Loss before provision for income taxes (1) | (14,197) | | | (18,328) | | | (9,757) | | | | |
Net loss (1) | (14,265) | | | (18,411) | | | (9,816) | | | | |
Net loss attributable to Sonida shareholders (1) | (13,758) | | | (18,411) | | | (9,816) | | | | |
Adjusted EBITDA (1) (3) | 10,073 | | | 9,270 | | | 11,350 | | | | |
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Community net operating income (NOI) (1) (3) | 17,089 | | | 14,690 | | | 17,616 | | | | |
Community net operating income margin (1) (3) | 25.5% | | 24.8% | | 27.9% | | | | |
Weighted average occupancy (4) | 85.1% | | 84.9% | | 85.7% | | | | |
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(1) Includes $0.5 million of state grant revenue received in Q3 2023. There were no such grant revenues in Q3 2024 or Q2 2024.
(2) Q3 G&A expenses included a total of $3.5 million, $2.2 million and $1.7 million for the one-time transaction and stock-based compensation costs for the three months ended September 30, 2024, September 30, 2023 and June 30, 2024, respectively.
(3) Adjusted EBITDA, Community Net Operating Income, and Community Net Operating Income Margin are financial measures that are not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). See “Reconciliation of Non-GAAP Financial Measures” for the Company's definition of such measures, reconciliations to the most comparable GAAP financial measures, and other information regarding the use of the Company's non-GAAP financial measures.
(4) Q3 2024 includes five acquired communities. Q2 2024 includes the acquired community in Macedonia, Ohio which had a weighted average occupancy of 40.6%.
Results of Operations
Three months ended September 30, 2024 as compared to three months ended September 30, 2023
Revenues
Resident revenue for the three months ended September 30, 2024 was $67.0 million as compared to $59.1 million for the three months ended September 30, 2023, representing an increase of $7.9 million, or 13.4%. The increase in revenue was primarily due to increased occupancy, increased average rent rates, and five additional communities acquired during 2024. For the three months ended September 30, 2023, the Company received approximately $0.5 million in various relief funds received from state departments due to financial distress impacts of COVID-19 (“State Relief Funds”). For the three months ended September 30, 2024, the Company did not receive any State Relief Funds.
Managed community reimbursement revenue for the three months ended September 30, 2024 was $6.6 million as compared to $5.0 million for the three months ended September 30, 2023, representing an increase of $1.6 million, or 32.0%. The increase was primarily a result of managing more communities in the three months ended September 30, 2024 compared to the prior period.
Expenses
Operating expenses for the three months ended September 30, 2024 were $50.5 million as compared to $44.5 million for the three months ended September 30, 2023, representing an increase of $6.0 million, or 13.5%. The increase was attributable to an increase of $3.6 million in operating expenses related to the additional communities acquired and managed during 2024 versus the prior year and an increase of $2.4 million in operating expenses related to our same-store portfolio, driven by $0.8 million increases in labor and $1.6 million increases in other operating expenses.
General and administrative expenses for the three months ended September 30, 2024 were $11.8 million as compared to $8.6 million for the three months ended September 30, 2023, representing an increase of $3.2 million. The increase was primarily a result of an increase in labor and employee related expenses of $1.6 million due to the additional communities acquired and managed during 2024, a $0.8 million increase in stock-based compensation expense, a $0.5 million increase in transaction costs, and a net increase in other expenses of $0.3 million.
During the three months ended September 30, 2023, the Company recorded a non-cash impairment charge of $6.0 million related to one owned community as a result of recurring net operating losses.
Interest expense for the three months ended September 30, 2024 was $9.8 million as compared to $9.0 million for the three months ended September 30, 2023, representing an increase of $0.8 million, primarily due to the change in fair value of our interest rate cap (“IRC”) and the ending of the Fannie Interest Abatement Period on May 31, 2024.
As a result of the foregoing factors, the Company reported net loss attributable to Sonida stockholders of $13.8 million and $18.4 million for the three months ended September 30, 2024 and September 30, 2023, respectively.
Adjusted EBITDA for the three months ended September 30, 2024 was $10.1 million compared to $9.3 million for the three months ended September 30, 2023. See “Reconciliation of Non-GAAP Financial Measures” below.
Nine months ended September 30, 2024 as compared to nine months ended September 30, 2023
Revenues
Resident revenue for the nine months ended September 30, 2024 was $190.8 million as compared to $172.7 million for the nine months ended September 30, 2023, representing an increase of $18.1 million, or 10.5%. The increase in revenue was primarily due to increased occupancy, increased average rent rates, and five additional communities acquired during 2024. For the nine months ended September 30, 2023, the Company received $2.9 million in State Relief Funds. For the nine months ended September 30, 2024, the Company did not receive any State Relief Funds.
Managed community reimbursement revenue for the nine months ended September 30, 2024 was $19.1 million as compared to $15.3 million for the nine months ended September 30, 2023, an increase of $3.8 million, or 24.8%. The increase was primarily a result of managing more communities in the nine months ended September 30, 2024 as compared to the prior period.
Expenses
Operating expenses for the nine months ended September 30, 2024 were $142.8 million as compared to $133.0 million for the nine months ended September 30, 2023, representing an increase of $9.8 million, or 7.4%. The increase was primarily attributable to the increase in labor of $6.9 million and an increase in other expenses of $2.9 million as a result of the five new consolidated communities this period as compared to the prior period.
General and administrative expenses for the nine months ended September 30, 2024 were $28.2 million as compared to $22.3 million for the nine months ended September 30, 2023, representing an increase of $5.9 million. The increase was primarily a result of an increase in labor and employee related expenses of $3.2 million, an increase in stock-based compensation of $1.1 million, an increase in transaction costs of $0.8 million, and a net increase in other expenses of $0.8 million. The main driver of the increases were the additional expenses related to five new consolidated communities this period as compared to the prior period.
During the nine months ended September 30, 2023, the Company recorded a non-cash impairment charge of $6.0 million related to one owned community as a result of recurring net operating losses.
Interest expense for the nine months ended September 30, 2024 was $27.4 million as compared to $26.4 million for the nine months ended September 30, 2023, representing an increase of $1.0 million, primarily due to the change in fair value of our IRC.
Gain on extinguishment of debt for the nine months ended September 30, 2024 was $38.1 million. The gain relates to the derecognition of notes payable and liabilities as a result of the loan purchase from one of our lenders. Gain on extinguishment of debt for the nine months ended September 30, 2023 was $36.3 million and related to the derecognition of notes payable and liabilities as a result of the transition of legal ownership of two formerly owned communities to Fannie Mae, the holder of the related non-recourse debt.
As a result of the foregoing factors, the Company reported net income attributable to Sonida stockholders of $3.4 million and net loss attributable to Sonida stockholders of $6.5 million for the nine months ended September 30, 2024 and September 30, 2023, respectively.
Liquidity and Capital Resources
At-the-Market Sales
On April 1, 2024, the Company entered into the At-the-Market sales agreement (“ATM Sales Agreement”), whereby the Company may sell, at its option, shares of its common stock up to an aggregate offering price of $75.0 million. On July 1, 2024, the Company sold 51,127 shares pursuant to the ATM Sales Agreement at an average sales price of $27.50 per share for net proceeds of $1.3 million, inclusive of $0.2 million in commissions and offering costs.
Public Offering
In August 2024, the Company entered into an underwriting agreement providing for the offer and sale (the “Offering”) by the Company, and the purchase by the underwriters, of 4,300,000 shares of the Company’s common stock, (par value $0.1 per share), at a price to the public of $27.00 per share ($25.785 per share net of underwriting discounts and commissions). The Company also granted a 30-day option to the underwriters to purchase up to an additional 645,000 shares of common stock on the same terms as above.
During August 2024, the Company raised $130.4 million in gross proceeds from the Offering. The Company initially raised $110.4 million of proceeds on the sale of 4,300,000 shares, net of underwriting discounts and offering costs. The Company raised an additional $13.7 million of proceeds on the sale of 530,317 shares, net of underwriting discounts and offering costs, due to the 30-day option.
Credit Facility
On October 3, 2024, the Company closed on an additional $75 million commitment under the Credit Facility. The incremental $75 million availability results in a total aggregate commitment under the Credit Facility of up to $150 million. The Credit Facility has a term of three years, a leverage-based pricing matrix between S+210 and S+260 and is fully recourse to Sonida and its applicable subsidiaries. On October 30, 2024, the Company drew down $60.0 million under its Credit Facility in anticipation of the closing of the Atlanta PSA, the Texas DPO and liquidity for general corporate purposes.
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):
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| Nine Months Ended September 30, | | |
| 2024 | | 2023 | | Change | |
Net cash provided by operating activities | $ | 1,355 | | | $ | 10,643 | | | $ | (9,288) | | |
Net cash used in investing activities | (154,126) | | | (12,792) | | | (141,334) | | |
Net cash provided by (used in) financing activities | 178,809 | | | (7,441) | | | 186,250 | | |
Increase (decrease) in cash and cash equivalents | $ | 26,038 | | | $ | (9,590) | | | $ | 35,628 | | |
In addition to $24.9 million of unrestricted cash as of September 30, 2024, 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 equity offerings; proceeds from debt, debt refinancings, loan modifications, or credit facilities; and proceeds from the sale of owned assets.
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.
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 Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 27, 2024.
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 September 30, 2024, on Wednesday November 13, 2024, at 11:00 a.m. Eastern Time. To participate, dial (800) 715-9871 (or +1 (646) 307-1963 for international callers), and the participant passcode is 4619110. A link to the simultaneous webcast of the teleconference will be available at: https://events.q4inc.com/attendee/787263548
For the convenience of the Company’s shareholders and the public, the conference call will be recorded and available for replay for 12 months. To access the conference call replay, call (800) 770-2030, passcode 4619110. A transcript of the call will be posted in the Investor Relations section of the Company’s website.
About the Company
Dallas, Texas-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. As of September 30, 2024, the Company operated 83 senior housing communities in 20 states with an aggregate capacity of approximately 9,100 residents, including 70 owned senior housing communities (4 through a joint venture in a consolidated entity and 4 through a joint venture investment in an unconsolidated entity) and 13 communities that the Company third-party manages, which provide compassionate, resident-centric services and care as well as engaging programming. For more information, visit www.sonidaseniorliving.com or connect with the Company on Facebook, Twitter or LinkedIn.
Definitions of RevPAR and RevPOR
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.
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 of Sonida Senior Living, Inc. (the “Company,” “we,” “our” or “us”) 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, 2023, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2024, 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; increases in market interest rates that increase the cost of certain of our debt obligations; 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 overtime laws; 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; 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 our projections related to such acquisitions may not materialize as expected; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to improve and maintain controls over financial reporting and remediate the identified material weakness discussed in its recent Quarterly and Annual Reports filed with the SEC; 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 inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, 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; and changes in accounting principles and interpretations.
For information about Sonida Senior Living, visit www.sonidaseniorliving.com or connect with the Company on Facebook, Twitter or LinkedIn.
Contact : Investor Relations
Jason Finkelstein
Ignition Investor Relations
ir@sonidaliving.com
Sonida Senior Living, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
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| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Revenues: | | | | | | | |
Resident revenue | $ | 66,951 | | | $ | 59,117 | | | $ | 190,796 | | | $ | 172,683 | |
Management fees | 1,151 | | | 569 | | | 2,465 | | | 1,605 | |
Managed community reimbursement revenue | 6,648 | | | 4,989 | | | 19,134 | | | 15,314 | |
Total revenues | 74,750 | | | 64,675 | | | 212,395 | | | 189,602 | |
Expenses: | | | | | | | |
Operating expense | 50,492 | | | 44,486 | | | 142,790 | | | 132,956 | |
General and administrative expense | 11,793 | | | 8,615 | | | 28,182 | | | 22,252 | |
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Depreciation and amortization expense | 10,729 | | | 9,943 | | | 30,731 | | | 29,751 | |
Long-lived asset impairment | — | | | 5,965 | | | — | | | 5,965 | |
Managed community reimbursement expense | 6,648 | | | 4,989 | | | 19,134 | | | 15,314 | |
Total expenses | 79,662 | | | 73,998 | | | 220,837 | | | 206,238 | |
Other income (expense): | | | | | | | |
Interest income | 853 | | | 139 | | | 1,379 | | | 521 | |
Interest expense | (9,839) | | | (9,020) | | | (27,394) | | | (26,445) | |
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Gain on extinguishment of debt, net | — | | | — | | | 38,148 | | | 36,339 | |
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Loss from equity method investment | (146) | | | — | | | (181) | | | — | |
Other expense, net | (153) | | | (124) | | | (379) | | | (52) | |
Income (loss) before provision for income taxes | (14,197) | | | (18,328) | | | 3,131 | | | (6,273) | |
Provision for income taxes | (68) | | | (83) | | | (193) | | | (205) | |
Net income (loss) | (14,265) | | | (18,411) | | | 2,938 | | | (6,478) | |
Less: Net loss attributable to noncontrolling interests | 507 | | | — | | | 507 | | | — | |
Net income (loss) attributable to Sonida shareholders | (13,758) | | | (18,411) | | | 3,445 | | | (6,478) | |
| | | | | | | |
Dividends on Series A convertible preferred stock | (1,409) | | | — | | | (1,409) | | | — | |
Undeclared dividends on Series A convertible preferred stock | — | | | (1,265) | | | (2,707) | | | (3,693) | |
Net loss attributable to common stockholders | $ | (15,167) | | | $ | (19,676) | | | $ | (671) | | | $ | (10,171) | |
| | | | | | | |
Weighted average common shares outstanding — basic | 15,456 | | | 7,050 | | | 12,787 | | | 6,602 | |
Weighted average common shares outstanding — diluted | 15,456 | | | 7,050 | | | 12,787 | | | 6,602 | |
| | | | | | | |
Basic net loss per common share | $ | (0.98) | | | $ | (2.79) | | | $ | (0.05) | | | $ | (1.54) | |
Diluted net loss per common share | $ | (0.98) | | | $ | (2.79) | | | $ | (0.05) | | | $ | (1.54) | |
Sonida Senior Living, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except per share amounts)
| | | | | | | | | | | |
| September 30, 2024 | | December 31, 2023 |
| | | |
Assets: | | | |
Current assets | | | |
Cash and cash equivalents | $ | 24,938 | | | $ | 4,082 | |
Restricted cash | 18,850 | | | 13,668 | |
Accounts receivable, net | 12,677 | | | 8,017 | |
| | | |
Prepaid expenses and other assets | 4,743 | | | 4,475 | |
Derivative assets | 701 | | | 2,103 | |
Acquisition deposit | 102,461 | | | — | |
Total current assets | 164,370 | | | 32,345 | |
Property and equipment, net | 611,911 | | | 588,179 | |
| | | |
Investment in unconsolidated entity | 11,868 | | | — | |
Other assets, net | 8,086 | | | 936 | |
Total assets | $ | 796,235 | | | $ | 621,460 | |
Liabilities: | | | |
Current liabilities | | | |
Accounts payable | $ | 6,098 | | | $ | 11,375 | |
Accrued expenses | 44,791 | | | 42,388 | |
Current portion of notes payable, net of deferred loan costs | 14,119 | | | 42,323 | |
Deferred income | 4,294 | | | 4,041 | |
Federal and state income taxes payable | 161 | | | 215 | |
Other current liabilities | 826 | | | 519 | |
| | | |
| | | |
| | | |
Total current liabilities | 70,289 | | | 100,861 | |
Notes payable, net of deferred loan costs and current portion | 589,975 | | | 587,099 | |
Other long-term liabilities | 23 | | | 49 | |
Total liabilities | 660,287 | | | 688,009 | |
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 September 30, 2024 and December 31, 2023 | 51,248 | | | 48,542 | |
Equity: | | | |
Sonida’s shareholders’ equity (deficit): | | | |
Preferred stock, $0.01 par value: | | | |
Authorized shares - 15,000 as of September 30, 2024 and December 31, 2023; none issued or outstanding, except Series A convertible preferred stock as noted above | — | | | — | |
Common stock, $0.01 par value: | | | |
Authorized shares - 30,000 and 15,000 as of September 30, 2024 and December 31, 2023, respectively; 19,070 and 8,178 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively | 191 | | | 82 | |
Additional paid-in capital | 492,072 | | | 302,992 | |
Retained deficit | (414,720) | | | (418,165) | |
Total Sonida shareholders’ equity (deficit) | 77,543 | | | (115,091) | |
Noncontrolling interest: | $ | 7,157 | | | $ | — | |
Total equity (deficit) | $ | 84,700 | | | $ | (115,091) | |
Total liabilities, redeemable preferred stock and equity (deficit) | $ | 796,235 | | | $ | 621,460 | |
Sonida Senior Living, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| | | | | | | | | | | |
| Nine Months Ended September 30, |
| 2024 | | 2023 |
Cash flows from operating activities: | | | |
Net income (loss) | $ | 2,938 | | | $ | (6,478) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | |
Depreciation and amortization | 30,731 | | | 29,751 | |
Amortization of deferred loan costs | 1,129 | | | 1,130 | |
| | | |
| | | |
Gain on sale of assets, net | (192) | | | (217) | |
Long-lived asset impairment | — | | | 5,965 | |
| | | |
Loss on derivative instruments, net | 3,285 | | | 1,958 | |
Gain on extinguishment of debt | (38,148) | | | (36,339) | |
Loss from equity method investment | 181 | | | — | |
Provision for bad debt | 1,510 | | | 582 | |
Non-cash stock-based compensation expense | 3,194 | | | 2,144 | |
Other non-cash items | (5) | | | (7) | |
Changes in operating assets and liabilities: | | | |
Accounts receivable, net | (6,170) | | | (2,592) | |
| | | |
Prepaid expenses and other assets | (290) | | | 2,952 | |
| | | |
Accounts payable and accrued expense | 2,945 | | | 11,276 | |
| | | |
Federal and state income taxes payable | (54) | | | 158 | |
Deferred income | 253 | | | 371 | |
| | | |
Other current liabilities | 48 | | | (11) | |
Net cash provided by operating activities | 1,355 | | | 10,643 | |
Cash flows from investing activities: | | | |
Investments in unconsolidated entities | (22,409) | | | — | |
Return of investment in unconsolidated entities | 10,360 | | | — | |
Acquisition of new communities | (22,311) | | | — | |
Acquisition deposit | (102,461) | | | — | |
Capital expenditures | (17,936) | | | (14,168) | |
Proceeds from sale of assets | 631 | | | 1,376 | |
Net cash used in investing activities | (154,126) | | | (12,792) | |
Cash flows from financing activities: | | | |
Proceeds from issuance of common stock, net of issuance costs | 190,517 | | | 6,000 | |
Proceeds from notes payable | 36,906 | | | — | |
Repayments of notes payable | (50,004) | | | (12,508) | |
| | | |
| | | |
Proceeds from credit facility | 8,705 | | | — | |
Repayment of credit facility | (8,705) | | | — | |
Proceeds from noncontrolling investors in joint ventures | 7,664 | | | — | |
Dividends paid on Series A convertible preferred stock | (1,409) | | | — | |
Purchase of interest rate caps | (1,943) | | | — | |
Deferred loan costs paid | (2,508) | | | (825) | |
Other financing costs | (414) | | | (108) | |
Net cash provided by (used in) financing activities | 178,809 | | | (7,441) | |
Increase (decrease) in cash and cash equivalents and restricted cash | 26,038 | | | (9,590) | |
Cash, cash equivalents, and restricted cash at beginning of period | 17,750 | | | 30,742 | |
Cash, cash equivalents, and restricted cash at end of period | $ | 43,788 | | | $ | 21,152 | |
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| | | |
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| | | |
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)
This earnings release contains the financial measures (1) Community Net Operating Income and Adjusted Community Net Operating Income, (2) Community Net Operating Income Margin and Adjusted Community Net Operating Income Margin, (3) Adjusted EBITDA, (4) Revenue per Occupied Unit (RevPOR) and (5) Revenue per Available Unit (RevPAR), all of which are not calculated in accordance with U.S. 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 following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP.
Community Net Operating Income and Community Net Operating Income Margin are non-GAAP performance measures for the Company’s consolidated owned portfolio of communities 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, settlement fees and expenses, revenue and operating expenses from the Company’s disposed properties; 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 impacts the comparability of performance between periods. For the periods presented herein, such other items include depreciation and amortization expense, gain(loss) on extinguishment of debt, gain(loss) on disposition of assets, long-lived asset impairment, and loss on non-recurring settlements with third parties. The Community Net Operating Income Margin is calculated by dividing Community Net Operating Income by resident revenue. Adjusted Community Net Operating Income and Adjusted Community Net Operating Income Margin are further adjusted to exclude the impact from non-recurring state grant funds received.
The Company believes that presentation of Community Net Operating Income, Community Net Operating Income Margin, Adjusted Community Net Operating Income, and Adjusted Community Net Operating Income Margin as performance measures are useful to investors because (i) they are one of the metrics used by the Company’s management to evaluate the performance of our core consolidated owed portfolio of communities, to review the Company’s comparable historic and prospective core operating performance of the consolidated owned communities, and to make day-to-day operating decisions; (ii) they provide an assessment of operational factors that management can impact in the short-term, namely 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 impacts the comparability of performance between periods.
Community Net Operating Income, Net Community Operating Income Margin, Adjusted Community Net Operating Income, and Adjusted Community Net Operating Income Margin have material limitations as a performance measure, including: (i) excluded general and administrative expenses are necessary to operate the Company and oversee its communities; (ii) excluded interest is necessary to operate the Company’s business under its current financing and capital structure; (iii) excluded depreciation, amortization, and impairment charges 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; and (iv) the Company may incur income/expense similar to those for which adjustments are made, such as gain (loss) on debt extinguishment, gain(loss) on disposition of assets, loss on settlements, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect the Company’s operating results.
SAME-STORE NET OPERATING INCOME AND
SAME-STORE NET OPERATING INCOME MARGIN (UNAUDITED)
Same-Store Net Operating Income and Same-Store Net Operating Income Margin are non-GAAP performance measures for the Company’s portfolio of 61 owned continuing communities that the Company defines as net income (loss) excluding: general and administrative expenses, interest income, interest expense, other income/expense, provision for income taxes, settlement fees and expenses, 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, depreciation and amortization expense, long-lived asset impairment, gain on extinguishment of debt, loss from equity method investment, and other income (expense), net.
The Company believes that presentation of Same-Store Net Operating Income and Same-Store Net Operating Income Margin as performance measures are useful to investors because (i) they are one of the metrics used by the Company’s management to evaluate the performance of our core portfolio of 61 owned continuing communities, to review the Company’s comparable historic and prospective core operating performance of the 61 owned continuing communities, and to make day-to-day operating decisions; (ii) they provide an assessment of operational factors that management can impact in the short-term, namely 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.
Same-Store Net Operating Income and Same-Store Net Operating Income Margin have material limitations as a performance measure, including: (i) excluded interest is necessary to operate the Company’s business under its current financing and capital structure; (ii) excluded depreciation, amortization and impairment charges 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; and (iii) the Company may incur income/expense similar to those for which adjustments are made, such as gain(loss) on sale of assets, gain(loss) debt extinguishment, loss on equity method investment, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect the Company’s operating results.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(Dollars in thousands) | Three Months Ended September 30, | | Three Months Ended June 30, | | Nine Months Ended September 30, |
| 2024 | | 2023 | | 2024 | | 2024 | | 2023 |
Same-store community net operating income (1) | | | | | | | | | |
Net income (loss) | $ | (14,265) | | $ | (18,411) | | $ | (9,816) | | $ | 2,938 | | $ | (6,478) |
General and administrative expense | 11,793 | | 8,615 | | 9,178 | | 28,182 | | 22,252 |
| | | | | | | | | |
Depreciation and amortization expense | 10,729 | | 9,943 | | 10,067 | | 30,731 | | 29,751 |
Long-lived asset impairment | — | | 5,965 | | — | | — | | 5,965 |
Interest income | (853) | | (139) | | (387) | | (1,379) | | (521) |
Interest expense | 9,839 | | 9,020 | | 8,964 | | 27,394 | | 26,445 |
Gain on extinguishment of debt | — | | — | | — | | (38,148) | | (36,339) |
Loss from equity method investment | 146 | | — | | 35 | | 181 | | — |
Other (income) expense, net | 153 | | 124 | | (253) | | 379 | | 52 |
Provision for income taxes | 68 | | 83 | | 59 | | 193 | | 205 |
Settlement (income) fees and expense, net (2) | (521) | | (510) | | (231) | | (851) | | 309 |
Consolidated community net operating income | 17,089 | | 14,690 | | 17,616 | | 49,620 | | 41,641 |
Net operating (income) loss for non same-store communities (1) | (277) | | — | | 65 | | (212) | | — |
Same-store community net operating income | 16,812 | | 14,690 | | 17,681 | | 49,408 | | 41,641 |
Resident revenue | $ | 66,951 | | $ | 59,117 | | $ | 63,108 | | $ | 190,796 | | $ | 172,683 |
Resident revenue for non same-store communities (1) | 3,915 | | — | | 369 | | 4,284 | | — |
Same-store community resident revenue | 63,036 | | 59,117 | | 62,739 | | 186,512 | | 172,683 |
Same-store community net operating income margin | 26.7 | % | | 24.8 | % | | 28.2 | % | | 26.5 | % | | 24.1 | % |
| | | | | | | | | |
COVID-19 state relief grants (3) | — | | 478 | | — | | — | | 2,926 |
Adjusted resident revenue | 63,036 | | 58,639 | | 62,739 | | 186,512 | | 169,757 |
Adjusted community net operating income | $ | 16,812 | | $ | 14,212 | | $ | 17,681 | | $ | 49,408 | | $ | 38,715 |
Adjusted community net operating income margin | 26.7 | % | | 24.2 | % | | 28.2 | % | | 26.5 | % | | 22.8 | % |
(1) Q3 2024 excludes five senior living communities acquired by the Company. Q2 2024 excludes one senior living community acquired by the Company.
(2) Settlement fees and expenses relate to non-recurring settlements with third parties for contract terminations, insurance claims, and related fees.
(3) COVID-19 relief revenue are grants and other funding received from third parties to aid in the COVID-19 response and includes State Relief Funds received.
ADJUSTED EBITDA (UNAUDITED)
Adjusted EBITDA is a non-GAAP performance measures 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 impacts the comparability of performance between periods. For the periods presented herein, such other items include stock-based compensation expense, provision for bad debts, gain on extinguishment of debt, gain on sale of assets, long-lived asset impairment, casualty losses, and transaction and conversion costs.
The Company believes that presentation of Adjusted EBITDA’s impact as a performance measure is useful to investors because it provides an assessment of operational factors that management can impact in the short-term, namely 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.
Adjusted EBITDA has material limitations as a performance measure, including: (i) excluded interest is necessary to operate the Company’s business under its current financing and capital structure; (ii) excluded depreciation, amortization and impairment charges 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; and (iii) the Company may incur income/expense similar to those for which adjustments are made, such as bad debts, gain(loss) on sale of assets, or gain on debt extinguishment, non-cash stock-based compensation expense and transaction and other costs, and such income/expense may significantly affect the Company’s operating results.
| | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | Three Months Ended September 30, | | Three Months Ended June 30, | | | | |
| 2024 | | 2023 | | 2024 | | | | |
Adjusted EBITDA | | | | | | | | | |
Net loss | $ | (14,265) | | | $ | (18,411) | | | $ | (9,816) | | | | | |
Depreciation and amortization expense | 10,729 | | | 9,943 | | | 10,067 | | | | | |
Stock-based compensation expense | 1,408 | | | 641 | | | 1,211 | | | | | |
Provision for bad debt | 629 | | | 249 | | | 483 | | | | | |
Interest income | (853) | | | (139) | | | (387) | | | | | |
Interest expense | 9,839 | | | 9,020 | | | 8,964 | | | | | |
Long-lived asset impairment | — | | | 5,965 | | | — | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
Other (income) expense, net | 153 | | | 124 | | | (253) | | | | | |
Provision for income taxes | 68 | | | 83 | | | 59 | | | | | |
Casualty losses (1) | 267 | | | 204 | | | 557 | | | | | |
Transaction and conversion costs (2) | 2,098 | | | 1,591 | | | 465 | | | | | |
Adjusted EBITDA | $ | 10,073 | | | $ | 9,270 | | | $ | 11,350 | | | | | |
| | | | | | | | | |
| | | | | | | | | |
(1) Casualty losses relate to non-recurring insured claims for unexpected events.
(2) Transaction and conversion costs relate to legal and professional fees incurred for transactions, restructure activities, or related projects.
SUPPLEMENTAL INFORMATION
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Third Quarter | | |
(Dollars in thousands) | 2024 | | 2023 | | Increase (decrease) | | Second Quarter 2024 | | Sequential increase (decrease) |
Selected Operating Results | | | | | | | | | |
I. Same-store community portfolio (1) | | | | | | | | | |
Number of communities owned 100% | 61 | | 61 | | — | | 61 | | — |
Unit capacity | 5,692 | | 5,718 | | (26) | | 5,694 | | (2) |
Weighted average occupancy (2) | 87.0% | | 84.9% | | 2.1% | | 86.2% | | 0.8% |
RevPAR | $3,692 | | $3,446 | | $246 | | $3,673 | | $19 |
RevPOR | $4,244 | | $4,061 | | $183 | | $4,263 | | $(19) |
Consolidated community net operating income | $16,812 | | $14,690 | | $2,122 | | $17,681 | | $(869) |
Consolidated community net operating income margin (3) | 26.7% | | 24.8% | | 1.9% | | 28.2% | | (1.5)% |
Consolidated community net operating income, net of general and administrative expenses (4) | $5,292 | | $6,716 | | $(1,424) | | $8,503 | | $(3,211) |
Consolidated community net operating income margin, net of general and administrative expenses (4) | 8.4% | | 11.4% | | (3.0)% | | 13.6% | | (5.2)% |
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II. Consolidated Debt Information | | | | | | | | | |
(Excludes insurance premium financing) | | | | | | | | | |
Total variable rate mortgage debt | $171,531 | | $137,320 | | N/A | | $171,531 | | N/A |
Total fixed rate debt | $412,607 | | $493,436 | | N/A | | $412,943 | | N/A |
Notes payable - consolidated VIE | $21,690 | | — | | N/A | | — | | N/A |
(1) Q3 2024 excludes five senior living communities acquired by the Company in 2024. Q2 2024 excludes one senior living community acquired by the Company.
(2) Weighted average occupancy represents actual days occupied divided by total number of available days during the quarter.
(3) Includes $0.5 million of state grant revenue received in Q3 2023. There were no such grant revenues in Q3 2024 or Q2 2024. Excluding the grant revenue, Q3 2023 consolidated community NOI margin was 24.2%.
(4) General and administrative expenses exclude stock-based compensation expense in order to remove the fluctuation in fair value measurement due to market volatility.
Investor Presentation Third Quarter 2024 November 13, 2024 A Leading Owner, Operator & Investor SNDA NYSE Listed
Forward-Looking Statements 2 This presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition of Sonida Senior Living, Inc. (the “Company,” “we,” “our” or “us”) 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, 2023, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2024, 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; increases in market interest rates that increase the cost of certain of our debt obligations; 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 overtime laws; 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; 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 our projections related to such acquisitions may not materialize as expected; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to improve and maintain controls over financial reporting and remediate the identified material weakness discussed in its recent Quarterly and Annual Reports filed with the SEC; 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 inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, 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; 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. For information about the Company, visit http://www.sonidaseniorliving.com or Sonida IR
Non-GAAP Financial Measures 3 This presentation contains the financial measures (1) Community Net Operating Income and Adjusted Community Net Operating Income, (2) Community Net Operating Income Margin and Adjusted Community Net Operating Income Margin, (3) Adjusted EBITDA, (4) Revenue per Occupied Unit (RevPOR), (5) Revenue per Available Unit (RevPAR), (6) Adjusted Operating Expenses, (7) Same-Store amounts for these metrics and (8) amounts including the Company’s pro-rata share of its Joint Ventures for these metrics, all of which are not calculated in accordance with U.S. 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 following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP. Community Net Operating Income and Community Net Operating Income Margin are non-GAAP performance measures for the Company’s consolidated owned portfolio of communities 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, settlement fees and expenses, revenue and operating expenses from the Company’s disposed properties; and further adjusted to exclude income/expense associated with non-cash, nonoperational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and impacts the comparability of performance between periods. For the periods presented herein, such other items include depreciation and amortization expense, gain(loss) on extinguishment of debt, gain(loss) on disposition of assets, long-lived asset impairment, and loss on non-recurring settlements with third parties. The Community Net Operating Income Margin is calculated by dividing Community Net Operating Income by resident revenue. Adjusted Community Net Operating Income and Adjusted Community Net Operating Income Margin are further adjusted to exclude the impact from non-recurring state grant funds received. The Company believes that presentation of Community Net Operating Income, Community Net Operating Income Margin, Adjusted Community Net Operating Income, and Adjusted Community Net Operating Income Margin as performance measures are useful to investors because (i) they are one of the metrics used by the Company’s management to evaluate the performance of our core consolidated owed portfolio of communities, to review the Company’s comparable historic and prospective core operating performance of the consolidated owned communities, and to make day-to-day operating decisions; (ii) they provide an assessment of operational factors that management can impact in the short-term, namely 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 impacts the comparability of performance between periods. Community Net Operating Income, Net Community Operating Income Margin, Adjusted Community Net Operating Income, and Adjusted Community Net Operating Income Margin have material limitations as a performance measure, including: (i) excluded general and administrative expenses are necessary to operate the Company and oversee its communities; (ii) excluded interest is necessary to operate the Company’s business under its current financing and capital structure; (iii) excluded depreciation, amortization, and impairment charges 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; and (iv) the Company may incur income/expense similar to those for which adjustments are made, such as gain (loss) on debt extinguishment, gain(loss) on disposition of assets, loss on settlements, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect the Company’s operating results. Same-Store Net Operating Income and Same-Store Net Operating Income Margin are non-GAAP performance measures for the Company’s portfolio of 61 owned continuing communities that the Company defines as net income (loss) excluding: general and administrative expenses, interest income, interest expense, other income/expense, provision for income taxes, settlement fees and expenses, and further adjusted to exclude income/expense associated with non-cash, nonoperational, 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, depreciation and amortization expense, long-lived asset impairment, gain on extinguishment of debt, loss from equity method investment, and other income (expense), net. The Company believes that presentation of Same-Store Net Operating Income and Same-Store Net Operating Income Margin as performance measures are useful to investors because (i) they are one of the metrics used by the Company’s management to evaluate the performance of our core portfolio of 61 owned continuing communities, to review the Company’s comparable historic and prospective core operating performance of the 61 owned continuing communities, and to make day-to-day operating decisions; (ii) they provide an assessment of operational factors that management can impact in the short-term, namely 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. Same-Store Net Operating Income and Same-Store Net Operating Income Margin have material limitations as a performance measure, including: (i) excluded interest is necessary to operate the Company’s business under its current financing and capital structure; (ii) excluded depreciation, amortization and impairment charges 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; and (iii) the Company may incur income/expense similar to those for which adjustments are made, such as gain(loss) on sale of assets, gain(loss) debt extinguishment, loss on equity method investment, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect the Company’s operating results. The Company provides for a reconciliation of non-GAAP measures to the corresponding GAAP measures in the accompanying Earnings Release.
Sonida Overview
5 Senior Living Owner, Operator & Investor in the U.S. ü Owner and operator of independent living (IL), assisted living (AL) and memory care (MC) communities; 80 owned (including 8 in joint ventures) and 13 managed on behalf of third-party owners ü Only public pure-play senior living C-corp owner and operator, allowing for high financial and operational flexibility to take advantage of the compelling consolidation opportunity in a highly fragmented sector ü Regionally-focused and growing portfolio spread across 20 states and concentrated in markets with attractive demographic trends: population growth, income growth and increased chronic medical conditions relative to the growing 75+ age group ü Focus on organic growth through continuous community operational improvements and excellence as well as disciplined inorganic accretive growth through acquisitions, joint ventures and third-party management contracts ü Signature activity programming (Joyful LivingTM life enrichment), personalized care plans (Magnolia TrailsTM memory care ) and elevated meal & dining service (Grove MenuTM) ü Proactive management of debt with effective weighted average interest rate of 5.07% (as of September 30, 2024) 5.5% XX XX XX 18.3% Consecutive Qtr Revenue Growth 14 Consecutive Qtr Occupancy Growth 90% Private Pay Residents 19 Total Employees 87.0% Weighted Avg Occupancy (Q1) ~9,970 Resident Capacity93 Geographically Concentrated Portfolio Communities Weighted Average Occupancy Private Pay Residents Consecutive Quarters Weighted Average Occupancy Growth YoY Blended Resident Rent Base Rate Growth YoY Adjusted Community NOI Growth(3) Acquired Properties YTD 2024 Aggregate Resident Capacity (1) Total Operating Portfolio includes eight communities in FL & SC that were acquired on October 1, 2024 and two communities in GA that were acquired November 1, 2024. (2) Same-Store community owned senior housing portfolio includes operating results and data for 61 communities consolidated as of Q3 2024 and excludes the 19 communities acquired in 2024 (eight through two separate JV structures). (3) Adjusted to exclude non-recurring state grant revenue earned and received in Q3 2023 (none in Q3 2024). Same-Store Communities (2) Communities Under Management (1)
6 Continued Strategic Execution Operational Performance Q3 Capital Raises YTD Acquisitions(2) Debt Management (1) Adjusted to exclude non-recurring state grant revenue earned and received in Q3 2023 (none in Q3 2024). (2) Includes May 9, 2024 acquisition of one community in Macedonia, Ohio; May 29, 2024 acquisition of four communities in OH, MO & KY through JV structure; July 1, 2024 acquisition of four communities in TX & GA through JV structures; October 1, 2024 acquisition of eight communities in FL & SC; and November 1, 2024 acquisition of two communities in GA. (3) Comprised of $75 million secured revolving credit facility entered into in July 2024 and additional $75 million secured in October 2024 (this facility contains an accordion feature for up to $500 million of total capacity, subject to approvals); the borrowing base under the revolving credit facility is based on the value of the Company’s senior living communities that secure its obligations. (4) Includes the revised maturity dates in connection with the August Texas Loan Modification but excludes the impact from the DPO made on November 1, 2024 and related $10 million de-levering on the Company's outstanding debt balance as of September 30, 2024. (5) Same-Store Adjusted Net Operating Income is a non-GAAP financial measure; see appendix tables. Same-Store Adjusted Community NOI(1)(5) Q3’24: $16.8M vs Q3’23: $14.2M +18.3% YoY 19 Geographically strategic communities with an average price per unit of $152k Closed $150.0M revolving credit facility(3) Raised $130.4M in gross proceeds through public offering of common stock Debt Balance(4) 9/30/24: $608.2M vs 9/30/23: $634.2M
YTD Highlights & Accomplishments 7 Operational(1)(3) (Q3’24) Acquisitions and Investments Totaling >$240M Investments in Growth and Support Infrastructure Debt Capital Raised - Same-Store Weighted Average Occupancy: 87.0% / 210 bps increase vs. Q3’23 - Same-Store RevPOR: $4,244 / 4.5% increase vs. Q3’23 - Same-Store Adjusted Community NOI(2): $16.8M / 18.3% increase vs. Q3’23 - Same-Store Adjusted Community Margin(2): 26.7% / 250 bps increase vs. Q3’23 - Expansion of underwriting and business development functions to address increased deal flow - “Operational Excellence” department to support transitions, training and portfolio-wide performance initiatives - Total incremental cost of personnel additions accretive to G&A as a percentage of revenue under management - Appointment of Max Levy to newly created Chief Investment Officer role - February: Purchased $77.4M worth of loans (including accrued interest) on seven owned communities for $40.2M, representing a 48% discount on the outstanding principal balance - August: Loan modification on two owned communities for DPO of $18.5M made in November 2024, representing a 36% discount on the outstanding principal balance of $28.7M (as of July 31, 2024) - October: Agreed to terms in principle that would extend maturities in 18 individual Fannie Mae community mortgages (totaling $220M in debt) to January 1, 2029 in consideration for $10M of principal paydowns through the revised maturities (subject to definitive documentation) - February: Private placement raise of $47.8M (including investment from largest shareholder Conversant Capital) - April - July: Launched ATM (At-the-Market) securities program with a $75M capacity; to date, sold 667,502 shares at weighted average price of $29.08 per share, representing $18.9M of net proceeds to the Company - August: Raised $130.4M in gross proceeds through upsized public offering of common stock (including participation from Conversant Capital) - July & October: Closed $150.0M total senior secured revolving credit facility (1) Same-Store community owned senior housing portfolio includes operating results and data for 61 communities consolidated as of Q3 2024 and excludes the 19 communities acquired in 2024 (eight through two separate JV structures). (2) Adjusted to exclude non-recurring state grant revenue earned and received in Q3 2023 (none in Q3 2024). (3) Same-Store RevPOR, Same-Store Adjusted Community NOI, and Same-Store Community Adjusted NOI Margin are non-GAAP financial measures; see appendix tables. - May: Acquired one community for ~$11M [100 units - AL & MC] - May & July: Acquired eight communities for ~$99M ($40M representing Sonida’s share of transactions via two separate JVs) [790 units - IL, AL & MC] - October: Acquired eight communities for ~$103M [555 units – AL & MC] - November: Acquired two communities for ~$29M [178 units – AL & MC]
Sonida Senior Living Footprint 8 15+ Communities 5 - 14 Communities < 5 Communities Managed Owned Portfolio Mix by State Portfolio Mix by Acuity Regionally-Concentrated Portfolio in Markets with Positive Demographic Trends (1) Total Operating Portfolio includes eight communities in FL & SC that were acquired on October 1, 2024 and two communities in GA that were acquired on November 1, 2024. % of Total Portfolio Units (Owned, JVs & Managed Units) (1) TX 22% OH 17% IN 11%WI 9% Other 41% AL 47% IL 38% MC 15% 9,000 Units 9,000 Units Diversified and Balanced Portfolio Across High-Growth Markets and Acuity Settings % of Total Portfolio Units (Owned, JVs & Managed Units) (1) 93 Communities (1) (80 Owned / 13 Managed) 9,000 Units Across 20 States (1) 5,102 Employees (1) (3,408 FT / 1,694 PT)
Differentiated Platform: “Owner/Operator/Investor” Model 9 Uniquely Focused, Structured and Positioned to Grow and Create Value Fully Integrated Platform Positions Sonida to Capitalize on External Growth Opportunities and Leverage Outsized Synergies with Increased Scale Owner Investor Operator ü Vertical integration provides full control of operations ü Scalability to drive market-by-market labor and purchasing efficiencies ü Selective growth through JVs and management contracts with third-party owners leverages operational capabilities to provide enhanced ROIC ü Proprietary resident experience offerings: Joyful LivingTM life enrichment, Magnolia TrailsTM MC and Grove MenuTM ü C-Corp structure allows for reinvestment of profits / cash-flow wherever generating the highest returns ü Ongoing flexibility to asset-manage portfolio (i.e. selective acquisitions / dispositions) ü Restructuring experience informs creative capital stack solutions for distressed sellers and maximizes risk-adjusted returns; proven operating expertise allows for asset acquisitions requiring significant operational turnarounds ü Existing footprint allows for operating efficiencies and strategic acquisitions with focus on existing and complementary markets ü Pure-play focus on senior living ü Seasoned management team and Board (healthcare, real estate and hospitality) with experience scaling real estate and operating businesses ü Ability to reinvest in technology and systems ü No leased communities – zero exposure to long-term lease liabilities for underperforming assets
Growth Drivers Significant acquisition opportunities tied to limited capital availability across the sector; banks, private equity sponsors, and management companies all represent current target relationships Company specific operational improvements led by new management initiatives (labor, sales efficiency, rate optimization, length of stay, Group Purchasing Organization (GPO) utilization, etc.) to drive further margin improvement Ability to scale G&A at the corporate level and within existing geographies Continued industry recovery driven by lack of new supply, high construction costs and robust demand to drive occupancy and rate growth 10
Financial Performance & Highlights
Q3 2024 Financial Comparisons - Same-Store Communities(1) 12 $ in millions, except RevPAR and RevPOR Q3’24 Q3’23 Q3’24 vs Q3’23 YoY Change (%) 87.0% 84.9% 210 bps $3,692 $3,446 7.1% $4,244 $4,061 4.5% $63.0 $59.1 6.6% $46.2 $44.4 4.1% $16.8 $14.7 14.3% 26.7% 24.8% 190 bps $16.8 $14.2 18.3% 26.7% 24.2% 250 bps (1) Same-Store Community owned senior housing portfolio excludes the nine assets acquired through Q3 2024. (2) Same-Store RevPAR, Same-Store RevPOR, Same-Store Community NOI, Same-Store Community NOI Margin, Same-Store Adjusted Community NOI, and Same-Store Adjusted Community NOI Margin are non-GAAP financial measures; see appendix tables. (3) Adjusted Operating Expenses exclude professional fees, settlement expense, non-income tax, non-property tax, casualty gains and losses, and other expenses (corporate operating expenses not allocated to the communities). (4) Excludes non-recurring state grant revenue earned and received of $0.5 million in Q3 2023. YoY Adjusted Community NOI growth of $2.6M or 18.3%
84.4 75.6 78.2 81.2 81.5 81.9 82.7 83.4 83.9 84.0 84.0 84.9 85.9 85.9 86.2 87.0 84.7 76.7 79.7 82.2 82.2 83.4 84.1 84.9 84.6 85.3 85.1 86.8 86.4 86.9 87.9 87.9 Q4 '19 Q1 '21 Q2 '21 Q3 '21 Q4 '21 Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1' 23 Q2' 23 Q3' 23 Q4' 23 Q1' 24 Q2' 24 Q3' 24 Weighted Average Occupancy End of Period Spot Occupancy 14 Consecutive Quarters of Same-Store Occupancy Growth (1) 13 Quarterly Occupancy (in %) Pandemic low point (1) Same-Store community owned senior housing portfolio includes operating results and data for 61 communities consolidated as of Q3 2024 and excludes the 19 communities acquired in 2024 (eight through two separate JV structures). Pre-pandemic Q3’24 +210 bps increase vs Q3’23
Proactive Management of Debt (as of September 30, 2024) 14 (in millions) Fixed Rate Maturities Variable Rate Maturities Insurance & Other Recurring Principal Payments Total 2024 - - $1.3 $0.1 $1.4 2025 $41.7 (1) - $1.1 $0.3 $43.1 2026 $220.1(5) $15.3 - $1.9 $237.3 2027(3) - $112.9 - $3.4 $116.3 2028 - - - $3.5 $3.5 2029+ $142.1 $62.5 - $2.2 $206.8 Totals $403.9 $190.7 $2.4 $11.4 $608.4 68.2% Fixed Rate Debt 5.07% Effective Weighted Avg. Interest Rate 98.7% Of Variable Rate Debt is Hedged Fixed Rate Debt (2) Eff i e Wei vg. Interest Rate Variable Rate Debt Hedged (1) Balance includes revised maturities in connection with the August 2024 loan modification on the Company’s Baytown, TX and Rosemont, TX communities; does not reflect the November 1, 2024 DPO of $18.5 million on the loan balance of $28.7 million (as of July 31, 2024). (2) Insurance & Other included in fixed rate debt calculation. (3) Assumes the Company exercises right to extend Ally Term Loan maturity by 1 year. (4) Total aggregate commitment under the Credit Facility of up to $150 million. On October 30, 2024, the Company drew down $60 million under its Credit Facility in anticipation of the closing of the Mansions acquisition, the Texas DPO and for general corporate purposes. (5) Represents contractual maturity of December 2026, excluding the potential extension of FNMA mortgage debt on 18 communities to January 1, 2029, subject to definitive documentation. Community Debt (1) Senior Secured Credit Facility (4) Term SOFR + 200-250bps (variable based on utilization) July 2027 maturity
Q3 2024 Same-Store Revenue(1) Highlights • March 1, 2024 portfolio-wide annual average rate increase of 6.3% on an all-in basis; 7.3% excluding Medicaid supported and ancillary fee revenues • Q3’24 resident rent rates increased $207 or 5.5% compared to Q3’23 • QoQ resident rent rate growth in 9 of last 10 quarters • 0.5% sequential QoQ decrease in resident rent rate due to mix in Q3’24: occupancy increase of 170 bps in lower-rate IL as compared to Q2’24 15 Resident Rent YoY Rate Changes (2) (2) Includes Private Pay and Medicaid base rent only. Resident Rate Rent Trend (2) (1) Same-Store community owned senior housing portfolio includes operating results and data for 61 communities consolidated as of Q3 2024 and excludes the 19 communities acquired in 2024 (eight through two separate JV structures). Level of Care Revenue Growth Level of Care fees increased $198K or 5.6% YoY due to new Memory Care pricing structure implemented in 2024 Discounts and Concessions Continue to Decline Care Level Q3'24 Q3'23 Difference % Change Independent Living 2,854$ 2,685$ 168$ 6.3% Assisted Living 4,271$ 4,084$ 187$ 4.6% Memory Care 6,211$ 5,869$ 342$ 5.8% Blended Total 3,953$ 3,746$ 207$ 5.5% $3,342 $3,377 $3,398 $3,416 $3,512 $3,630 $3,746 $3,767 $3,868 $3,973 $3,953 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 $4,500 03/ 202 2 06/ 202 2 09/ 202 2 12/ 202 2 03/ 202 3 06/ 202 3 09/ 202 3 12/ 202 3 03/ 202 4 06/ 202 4 09/ 202 4 Rate QoQ % Change 0.9 0.7 0.5 2.8 3.4 3.3 0.4 2.7 2.7 (0.5) Q3'24 Q3'23 Difference % Change $3,737 $3,538 $198 5.6% $948K $914K $928K $925K $917K $874K $872K $806K 2.0% 1.9% 1.8% 1.8% 1.7% 1.6% 1.5% 1.4% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% $700K $750K $800K $850K $900K $950K $1,000K 12/2022 03/2023 06/2023 09/2023 12/2023 03/2024 06/2024 09/2024 Discount % of Revenue (in $ thousands) Q1’22 Q2’22 Q3’22 Q4’22 Q1’23 Q2’23 Q3’23 Q4’23 Q1’24 Q2’24 Q3’24 Q4’22 Q1’23 Q2’23 Q3’23 Q4’23 Q1’24 Q2’24 Q3’24
Same-Store Revenue Growth Continues to Outpace Labor Costs 16 Labor Costs Trend as a Percent of Revenue (1) (2) (1) Exclude benefits. Same-Store community owned senior housing portfolio includes operating results and data for 61 communities consolidated as of Q3 2024 and excludes the 19 communities acquired in 2024 (eight through two separate JV structures). (2) Amounts calculated as a percentage of revenues exclude non-recurring state grants in all periods. • YTD 2024 labor costs as a percent of revenue were 44.0% compared to 46.3% for full year 2023 • Q3’24 down 230 basis points compared to Q3’23 Category Q3'24 Q3'23 Difference Direct Labor 34.6% 35.9% 1.3% Contract Labor 0.9% 0.7% (0.3%) Other Labor 8.5% 9.7% 1.3% Total 44.0% 46.3% 2.3% Q3’22 Q4’22 Q1’23 Q2’23 Q3’23 Q4’23 Q1’24 Q2’24 Q3’24
Same-Store Non-Labor Operating Cost Holding Steady 17 Total Operating Expense Excluding Labor(1) Costs Trend (1) Amounts calculated as a percentage of revenues exclude non-recurring state grants in all periods. Same-Store community owned senior housing portfolio includes operating results and data for 61 communities consolidated as of Q3 2024 and excludes the 19 communities acquired in 2024 (eight through two separate JV structures). • Q3’24 advertising and promotions as a percent of revenue were 40 basis points lower than Q2’24 • Q3’24 food costs as a percent of revenue declined slightly when compared to Q2’24 • Q3’24 insurance costs as a percent of revenue were 30 basis points lower when compared to Q2’24 Q3’22 Q4’22 Q1’23 Q2’23 Q3’23 Q4’23 Q1’24 Q2’24 Q3’24
Illustrative Stabilized Incremental NOI Bridge(1) 18 $67M § Incremental Upside Potential From Same-Store Portfolio Due to Further Improvements in Operations and Senior Housing Sector Fundamentals § NOI Upside from Completed Acquisitions Illustrative Incremental NOI Contribution (excluding impact from future RevPOR growth) Same-Store Portfolio 61 Communities 2024 acquisitions totaling gross assets of ~$240M (~$180M at share) at illustrative stabilization: 90% Occupancy 30% NOI Margin (19 Communities) (1) This information is illustrative only and actual results may differ materially. This information is not a projection or prediction. Actual results are subject to business, economic, regulatory and competitive uncertainties or contingencies, many of which are beyond the control of the Company and our management and are based on assumptions which may change. For a discussion, see "Risk Factors" in the Company's SEC filings. (2) Represents: Q3 2024 Same-Store Community NOI of $16.8 million annualized. Q3 2023 Same-Store Community RevPAR of $3,692. Same-Store community owned senior housing portfolio includes operating results and data for 61 communities consolidated as of Q3 2024 and excludes the 19 communities acquired in 2024 (eight through two separate JV structures). Same-Store NOI and Same-Store NOI Margin are non-GAAP financial measure; see tables in the appendix. Existing Portfolio Q3’24 Same-Store NOI (LQA) (2) Q3’24 NOI Margin: 26.7% $11M NOI $33M NOI $22M NOI Illustrative Stabilized NOI Additional NOI Upside from Growth • >90% Occupancy • >30% NOI margin • RevPOR growth • Pipeline of future community acquisitions • M&A consolidation targets Total owned portfolio with stabilization: 90% Occupancy 30% NOI Margin (80 Communities) $100M Same-Store portfolio at illustrative stabilization: 90% Occupancy 30% NOI Margin (61 Communities)
Capital Allocation Strategy
YTD Capital Allocation Strategy Scorecard 20 High quality real estate reduces average asset age Upper middle market demographic in primary / secondary markets Distressed communities that are NAV and cash flow accretive to Sonida upon stabilization Complementary to existing geographic footprint to achieve economies of scale • Purchased $77.4M worth of loans (including accrued interest) on seven owned communities for $40.2M, representing a 48% discount on the outstanding principal balance • Loan modification on two owned communities for DPO option of $18.5M made in November 2024, representing a 36% discount on the outstanding principal balance of $28.7M (as of July 31, 2024) • Agreed to terms in principle that would extend maturities in 18 individual Fannie Mae community mortgages (totaling $220M in debt) to January 1, 2029 in consideration for $10M of principal paydowns through the revised maturities (subject to definitive documentation) • Community improvements: approximately $3.8M in non-recurring capital expenditures (e.g. MC conversion, IL building refresh, interior, exterior & unit refreshes) • IT-related community upgrades: approximately $0.8M Focused on Creating Shareholder Value Balance of communities with higher-margin IL and need-based AL/MC Accretive Balance Sheet Purchases Accretive JV Investments Offensive Capital Expenditure Projects Investments in Portfolio Debt Restructuring Approximately $142M in gross assets (11 communities)(1) (1) Includes: May 9 acquisition of one community in Macedonia, Ohio; October 1, acquisition (“Palm”) of eight communities in FL and SC; and November 1, 2024 acquisition (“Mansions”) of two communities in GA. (2) Includes KZ JV acquisition at $21.3 million gross purchase price (at Sonida’s 33% ownership share, purchase price at-100% is $64.0 million) and Palatine JV acquisition at $17.5 million gross purchase price (at Sonida’s 51% ownership share, purchase price at-100% is $34.7 million). Approximately $40M in gross assets at share (8 communities)(2) Geographies with limited supply and growing demand
Primed to Pursue Compelling Inorganic Growth Opportunity 21 Sonida is a Differentiated Acquiror Amidst Market Dislocation, Advantageously Combining Characteristics of Both REITs and Operators Opportune Time to Consolidate a Dislocated Market Anticipated Beginning of Multi-Year Senior Housing Recovery Favorable industry tailwinds (aging population and low supply) expected to drive positive net absorption going forward Distressed Capital Structures Overleveraged capital structures coupled with more conservative underwriting from lenders creates a significant opportunity for a well capitalized buyer Few Institutional Operators Many operators are likely to be poorly capitalized to invest in platforms that support both scale and operational excellence Full Control of Operations ü Willing and able to turnaround distressed situations ü Access to real-time data to aid investment decisions Sonida is A Differentiated Acquiror Creative Ways to Finance Acquisitions ü Can tailor investment structures depending on deal profile across wide range of instruments Financing Capabilities ü Strong liquidity and excellent relationships with lenders Operating Model ü Operating model unlocks greater asset performance through economies of scale synergies Deal Networking ü Local / regional teams cultivate relationships for off-market deals Sonida Has Acquired 19 Communities (Eight Through JVs) and >1,620 Units in 2024
U.S. Senior Housing Trends: Continued Favorable Set-Up 22Data sourced from US Census, NIC MAP and Green Street. 700 750 800 850 900 950 ' 1 9 ' 2 0 ' 2 1 ' 2 2 ' 2 3 ' 2 4 Occupied Senior Housing Units (000s) - Top 99 Markets Highest on record Demographic-driven Demand Acceleration + Market-driven Decelerating Supply 0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 2009Q1 2010Q1 2011Q1 2012Q1 2013Q1 2014Q1 2015Q1 2016Q1 2017Q1 2018Q1 2019Q1 2020Q1 2021Q1 2022Q1 2023Q1 Senior Housing Starts Average -Q4’23 senior housing construction starts down 82% from peak- 3.7% 3.3% 3.1% 7.3% 5.3% 4.8% 4.4% 7.1% 10.5% 18.5% 24.8% 30.8% 36.5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 2024 2025 2026 2027 2028 2029 2030 80+ Demographic Growth Rates - Census Bureau Projections ‘24-’30 80+ Pop. YoY Increase 80+ Pop. % Increase vs. 2023 75% 77% 79% 81% 83% 85% 87% 89% 91% 93% 95% -20,000 -15,000 -10,000 -5,000 0 5,000 10,000 15,000 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Seniors Housing Supply-Demand; Primary Markets Inventory Growth Absorption Occupancy Seniors Housing Demand Expected to Increase Further as 80+ Population Expands Limited New Supply Drives Multi-Year Occupancy Gains 36.5%+ growth through 2030
23 Select Operational Turnaround Case Studies Successful Track Record in Turning Around Underperforming Assets to Drive Improvement in Key Metrics ü Identified market need for MC units ü Converted 24 AL units to MC with $1.3MM of CapEx investment ü Hired strong Executive Director with previous regional experience and market knowledge The Waterford at Mansfield Mansfield, Ohio The Wellington at North Bend Crossing Cincinnati, Ohio ü Invested ~$700K to improve all common areas and refresh MC ü Hired strong, experienced Executive Director and Clinical Leader to support strong sales leadership ü Drove expansion in each key metric below and ended September 2024 at 99% occupancy The Waterford at Creekside Pensacola, Florida ü Invested ~$600K in physical property improvements to refresh each of the MC villas ü Recruited and hired Executive Director with experience in higher acuity setting ü Revised staffing model to allow for more staff stability and removed premium contract labor ü Introduced levels of care to support the service model and drive margin The Waterford at Cooper Arlington, Texas ü Recruited leader with multi-site experience to lead community ü Invested in common area improvements to refresh both AL and MC ü Significantly improved programming and dining offerings to drive strong market reputation 77% 95% Q3'22 Q3'24 $3,908 $4,987 Q3'22 Q3'24 4% 29% Q3'22 Q3'24 80% 99% Q3'22 Q3'24 $4,464 $4,803 Q3'22 Q3'24 21% 26% Q3'22 Q3'24 61% 81% Q3'22 Q3'24 $4,681 $5,472 Q3'22 Q3'24 23% 29% Q3'22 Q3'24 82% 84% Q3'22 Q3'24 $4,962 Q3'22 Q3'24 22% Q3'22 Q3'24 Occupancy RevPOR NOI Margin(1) Occupancy RevPOR Occupancy RevPOR Occupancy RevPOR $6,244 (9%) (1) RevPOR and NOI Margin for Mansfield, North Bend Crossing, Creekside and Cooper are non-GAAP financial measure; see appendix tables. NOI Margin(1) NOI Margin(1) NOI Margin(1)
Senior Housing Portfolio Acquisition (“Palm”) Overview 24 Benton House at Oakleaf, FL (73 Units) Benton House at St. Johns, FL (61 Units) Benton House at Florence, SC (72 Units) October 2024: Acquired a $103MM High-Quality Senior Housing Portfolio Located in Florida and South Carolina Florence, SC Bluffton, SC Charleston, SC Port Orange, FL Oviedo, FL St. Augustine, FL Jacksonville, FL St. Cloud, FL 8 / 555 Properties / Units 383 / 172 AL / MC Unit Mix ~5.2 Years Avg. Portfolio Age $6,052 / 85% RevPOR / Occupancy (1) Portfolio Mix by State (1) FL 60%SC 40% Based on NOI (1) (1) Based on estimates as of closing on October 1, 2024
Palm Portfolio – Acquisition Highlights 25 October 2024: Acquired High-Quality Senior Housing Portfolio Located in Florida and South Carolina § Opportunity to unlock potential operational upside through stabilization of portfolio § Significant occupancy uplift potential (from estimated mid-80% to ~90% occupancy) § Potential to drive attractive NOI margin expansion (from estimated mid-20% to 30%+ margins) Operational & Financial Upside § Average portfolio age of ~5.2 years is highly attractive vs. competing inventory; average age of comparable inventory within a 10-mile radius substantially older at ~19 years § Solidifies presence in markets with strong demographic tailwinds and limited supply growth and builds immediate density in the Southeast High-Quality Portfolio in Attractive, High-Growth Markets § Solidifies footprint in the Southeast and enhances regional density within highly attractive submarkets § Opportunity to leverage in place overhead and create outsized synergies from integrating the portfolio into existing platform while limiting incremental G&A expenses Enhanced Economies of Scale § Acquired at $185K/unit, representing meaningful discount to replacement cost § Mid-to-high single digit near-term yield with potential to expand to double digits at portfolio stabilization Unlocks Long- Term Value Benton House at Oviedo, FL (72 Units) Benton House at Port Orange, FL (59 Units) Benton House at Bluffton, SC (73 Units)Benton House at Narcoossee, FL (72 Units)
Senior Housing Portfolio Acquisition (“Mansions”) Overview 26 (1) Based on estimates as of closing on November 1, 2024. November 2024: Acquired a $29MM High-Quality Two Community Senior Housing Portfolio Located in Atlanta, GA Market 2 / 178 Properties / Units 106 / 72 AL / MC Unit Mix ~5.0 Years Avg. Portfolio Age $5,700 / 86% RevPOR / Occupancy (1) The Mansions at Gwinnett Park, GA (84 Units) Lawrenceville, GA Peachtree Corners, GA The Mansions at Sandy Springs, GA (94 Units)
Mansions Portfolio – Acquisition Highlights 27 November 2024: Acquired a $29MM High-Quality Two Community Senior Housing Portfolio Located in Atlanta, GA Market § Opportunity to unlock potential operational upside through stabilization of portfolio § Solid occupancy uplift potential (from estimated mid-80% to ~90% occupancy) § Potential to drive attractive NOI margin expansion Operational & Financial Upside § Average portfolio age of ~5 years is highly attractive vs. competing inventory; average age of comparable inventory within a 5-mile radius substantially older at ~10+ years § Brings Atlanta, GA market portfolio total to three assets High-Quality Portfolio in Attractive, High-Growth Markets § Deepens footprint in the Southeast and enhances regional density within highly attractive submarkets § Opportunity to leverage in place overhead and create outsized synergies from integrating the portfolio into existing platform while limiting incremental G&A expenses Enhanced Economies of Scale § Acquired at $163K/unit, representing meaningful discount to replacement cost § High single digit near-term yield with potential to expand to double digits at portfolio stabilization Unlocks Long- Term Value
Appendix – Supplemental Information
A-1 Financial Overview A-2 Community NOI A-3 Net Operating Income Reconciliation A-4 Adjusted EBITDA Reconciliation A-5 Capitalization – as of September 30, 2024 A-6 Geographical Breakdown A-7 Financial and Key Metrics A-8 Table of Contents Sonida Investment Portfolio - Market Fundamentals
Q1 Q2 Q3 Q4 FY 2023 Q1 Q2 Q3 Summary Statistics(1) Resident Revenue 56,606$ 56,960$ 59,117$ 59,349$ 232,032$ 60,737$ 63,108$ 66,951$ Community NOI 13,402$ 13,549$ 14,690$ 16,750$ 58,391$ 14,915$ 17,616$ 17,089$ Community NOI Margin 23.7% 23.8% 24.8% 28.2% 25.2% 24.6% 28.0% 25.5% Same-Store Resident Revenue (2) 56,606$ 56,960$ 59,117$ 59,349$ 232,032$ 60,737$ 62,739$ 63,036$ Same-Store Community NOI (2) 11,365$ 13,549$ 14,212$ 16,750$ 55,876$ 14,915$ 17,681$ 16,812$ Same-Store Community NOI Margin (2) 20.8% 23.7% 24.2% 27.4% 24.5% 28.2% 26.7% Gain on extinguishment of debt 36,339$ -$ -$ -$ 36,339$ 38,148$ -$ -$ Net Income (loss) 24,145$ (12,212)$ (18,411)$ (14,629)$ (21,107)$ 27,019$ (9,816)$ (14,265)$ Adjusted EBITDA 7,794$ 7,538$ 9,270$ 9,302$ 33,904$ 9,473$ 11,350$ 10,073$ Adjusted EBITDA excluding grants 5,794$ 7,138$ 8,792$ 9,302$ 31,027$ 9,473$ 11,350$ 10,073$ KPIs(1) Same Store RevPOR (2) 3,909$ 3,932$ 4,061$ 4,042$ 3,988$ 4,140$ 4,263$ 4,244$ Same Store RevPAR (2) 3,282$ 3,300$ 3,446$ 3,470$ 3,375$ 3,557$ 3,673$ 3,692$ Consolidated Weighted Average Occupancy 83.9% 83.9% 84.9% 85.9% 84.6% 85.9% 85.7% 85.1% Same Store Weighted Average Occupancy (2) 83.9% 83.9% 84.9% 85.9% 84.7% 85.9% 86.2% 87.0% 2023 2024 Financial Overview A-1 Note: Dollars in 000s. Numbers may vary due to rounding. All data presented for the Company’s consolidated 66 owned communities and includes the impact of the May 9, 2024 acquisition of one community and the July 1, 2024 acquisition of four senior living communities through consolidated JV structure, unless otherwise noted. (1) Resident Revenue, Community NOI, Community NOI Margin, Net Income (loss), Adjusted EBITDA, RevPOR and RevPAR include the impact of non-recurring state grants earned and received in the period, as follows: Q1 2023: $2.0 million, Q2 2023: $0.4 million and Q3 2023: $0.5 million. There were no such non-recurring state grants earned in 2024. (2) Same-Store metrics exclude the May 9, 2024 acquisition of one community and the July 1, 2024 acquisition of four senior living communities through a consolidated JV structure.
Q1 Q2 Q3 Q4 FY 2023 Q1 Q2 Q3 Resident Revenue Independent Living(1) 15,054$ 15,381$ 15,751$ 16,057$ 62,243$ 16,305$ 16,961$ 17,290$ Assisted Living(1) 29,054 30,038 31,007 30,984 121,082 31,742 32,877 32,599 Memory care(1) 9,683 10,429 11,131 11,580 42,822 11,936 12,155 12,367 Community Fees 484 452 432 425 1,794 463 489 488 Other Income(2) 2,330 661 796 303 4,090 291 256 292 Total Same-Store Community Resident Revenue 56,606 56,960 59,117 59,349 232,031 60,737 62,739 63,036 Resident Revenue for Non Same-Store Communities - - - - - - 369 3,915 Consolidated Resident Revenue 56,606 56,960 59,117 59,349 232,032 60,737 63,108 66,951 Less: Noncontrolling Interest - - - - - - - (1,584) Plus: Pro Rata Resident Revenue for Unconsolidated Joint Ventures - - - - - - 799 2,139 Total Resident Revenue, at share 69,104 68,501 71,476 71,657 280,738 73,427 63,906 67,506 Adjusted Operating Expenses Total Labor & Related Expenses(3) 25,962$ 27,257$ 28,109$ 27,599$ 108,927$ 28,774$ 28,006$ 28,719$ Contract Labor 677 447 394 430 1,948 343 601 588 Food 2,761 2,844 3,150 3,328 12,082 3,099 3,281 3,276 Utilities 3,600 2,441 3,113 2,525 11,679 3,310 2,606 3,101 Real Estate Taxes 2,379 2,270 1,908 1,201 7,759 2,002 2,267 2,083 Advertising & Promotions 1,274 1,330 1,312 1,108 5,023 1,018 1,030 1,116 Insurance 1,137 1,191 1,318 1,327 4,973 1,313 1,302 1,224 Supplies 989 1,095 1,036 1,103 4,223 1,105 1,040 1,030 Service Contracts 1,059 1,204 961 1,045 4,269 1,441 1,370 1,451 All Other Operating Expenses 3,360 3,337 3,127 2,933 12,757 3,418 3,553 3,636 Total Same-Store Adjusted Operating Expense(4) 43,198$ 43,416$ 44,428$ 42,599$ 173,641$ 45,822$ 45,058$ 46,224$ Operating Expenses for Non Same-Store Communities - - - - - - 433 3,639 Consolidated Adjusted Operating Expense(4) 45,492$ 49,863$ Less: Noncontrolling Interest - (1,371) Plus: Pro Rata Operating Expenses for Unconsolidated Joint Ventures 559 1,641 Total Operating Expenses, at share(4) 46,051$ 50,133$ Net Operating Income Same-Store Community NOI 11,365$ 13,139$ 14,212$ 16,260$ 54,977$ 14,915$ 17,681$ 16,812$ Same-Store Community NOI Margin 20.8% 23.2% 24.2% 27.4% 24.2% 24.5% 28.2% 26.7% Non-recurring state grant revenue (2,037) (411) (478) - (2,926) - - - NOI for Non Same-Store Communities - - - - - - (65) 277 Consolidated Community NOI (2) 13,402 13,549 14,690 16,750 57,902 14,915 17,616 17,089 Less: Noncontrolling Interest - (213) Plus: Pro Rata NOI for Unconsolidated Joint Ventures 240 498 Total NOI, at share 17,856 17,374 2023 2024 A-2 Note: Dollars in 000s. Numbers may vary due to rounding. (1) Includes Second Person and Level of Care fees. (2) Community NOI and Other Income include the impact of non- recurring state grants earned and received in the period. (3) Includes benefits, overtime, payroll taxes and related labor costs, excluding contract labor. (4) Same-Store Consolidated Adjusted Operating Expense and Total Operating Expenses, at share excludes professional fees, settlement expense, non-income tax, non-property tax, casualty gains and losses, and other expenses. (5) Excludes 122 owned units that are out of service and excluded from available units. Community NOI Portfolio Unit Build (as September 30, 2024) Consolidated Units 6,118 Total Units, at Share 6,109 (5)
Q1 Q2 Q3 Q4 FY 2023 Q1 Q2 Q3 Consolidated Community NOI(1) 11,365$ 13,139$ 14,212$ 16,260$ 54,977$ 14,915$ 17,616$ 17,089$ Non-operating expenses(2) (641) (1,261) (59) (1,278) (3,239) (495) (489) (630) Non-recurring state grant revenue 2,037 410 478 - 2,925 - - - Management fees 505 531 569 586 2,191 594 720 1,151 General and administrative expense (7,063) (6,574) (8,615) (9,946) (32,198) (7,211) (9,178) (11,793) Depreciation and amortization expense (9,881) (9,927) (9,943) (10,137) (39,888) (9,935) (10,067) (10,729) Long-lived asset impairment - - (5,965) - (5,965) - - - Interest income 194 188 139 87 608 139 387 853 Interest expense (8,867) (8,558) (9,020) (9,673) (36,118) (8,591) (8,964) (9,839) Gain (loss) on extinguishment of debt, net 36,339 - - - 36,339 38,148 - - Loss from equity method investment - - - - - - (35) (146) Other income (expense), net 189 (117) (124) (480) (532) (479) 253 (153) Provision for income tax (69) (53) (83) (48) (253) (66) (59) (68) Net Income (loss) 24,145$ (12,212)$ (18,411)$ (14,629)$ (21,107)$ 27,019$ (9,816)$ (14,265)$ Less: Net loss attributable to noncontrolling interests - - - - - - - 507 Net Income (loss) attributable to Sonida Shareholders 24,145$ (12,212)$ (18,411)$ (14,629)$ (21,107)$ 27,019$ (9,816)$ (13,758)$ Adjustment for Non Same-Store loss 372 1,146 Adjustment for Unconsolidated Joint Ventures 35 146 Adjustment for Corporate loss 4,188 6,709 Same-Store Net Loss (5,221) (5,757) 2023 2024 Net Operating Income Reconciliation A-3 Note: Dollars in 000s. Numbers may vary due to rounding. (1) Amounts are not calculated in accordance with GAAP. See page 3 for the Company’s disclosure regarding non-GAAP financial measures. (2) Non-Operating Expenses include professional fees, settlement expense, non-income tax, non-property tax, casualty gains and losses, and other expenses.
Q1 Q2 Q3 Q4 FY 2023 Q1 Q2 Q3 Net income (loss) 24,145$ (12,212)$ (18,411)$ (14,629)$ (21,107)$ 27,019$ (9,816)$ (14,265)$ Depreciation & amortization expense 9,881 9,927 9,943 10,137 39,888 9,935 10,067 10,729 Stock-based compensation expense 902 601 641 605 2,749 575 1,211 1,408 Provision for bad debt 238 96 249 568 1,151 398 483 629 Interest income (194) (188) (139) (87) (608) (139) (387) (853) Interest expense 8,867 8,558 9,020 9,673 36,118 8,591 8,964 9,839 Long-lived asset impairment - - 5,965 - 5,965 - - - Gain on extinguishment of debt, net (36,339) - - - (36,339) (38,148) - - Other (income) expense, net (189) 117 124 480 532 479 (253) 153 Provision for income taxes 69 53 83 48 253 66 59 68 Casualty gains / losses(1) - 456 204 348 1,008 298 557 267 Transaction and conversion costs(2) 414 130 1,591 2,159 4,294 399 465 2,098 Adjusted EBITDA 7,794$ 7,538$ 9,270$ 9,302$ 33,904$ 9,473$ 11,350$ 10,073$ COVID-19 expenses(3) 33$ -$ -$ -$ 33$ -$ -$ -$ Adjusted EBITDA excluding COVID-19 Impact 7,827$ 7,538$ 9,270$ 9,302$ 33,937$ 9,473$ 11,350$ 10,073$ 2023 2024 Adjusted EBITDA Reconciliation A-4 Note: Dollars in 000s. Numbers may vary due to rounding. (1) Casualty losses relate to non-recurring insured claims for unexpected events. (2) Transaction and conversion costs relate to legal and professional fees incurred for transactions, restructure projects or related projects. (3) COVID-19 expenses are expenses for supplies and personal protective equipment, testing of the Company’s residents and employees, labor and specialized disinfecting and cleaning services.
Capitalization Summary as of September 30, 2024 A-5 Note: Dollars in 000s except for share price, share count, and strike price. Numbers may vary due to rounding. (1) Represents contractual maturity of December 2026, excluding the potential extension of FNMA mortgage debt on 18 communities to January 1, 2029, subject to definitive documentation. (2) Weighted average interest rate. (3) Variable exposure is synthetically limited with interest rate caps. Rates reflect all-in interest rate. (4) Includes unrestricted and restricted cash. (5) Assumes Company exercises its option to extend maturity by 12 months. (6) Includes the revised maturities in connection with August 2024 loan modification on Baytown, TX and Rosemont, TX communities but excludes related discounted payoff option. (7) Total aggregate commitment under the Credit Facility of up to $150 million. On October 30, 2024, the Company drew down $60 million under its Credit Facility in anticipation of the closing of the Mansions acquisition, the Texas DPO and for general operating liquidity. Common Equity (42.3%) Preferred Equity (4.2%) Net Debt (53.5%) Non - Controlling Interest (0.6%) Components of Enterprise Value Convertible Preferred Summary Amount Outstanding 51,248 Strike Price $40.00 Shares (as-converted ) 1,281,205 Maturity Perpetual Coupon 11.0% Debt Summary Lender / Servicer Maturity Rate Type Interest Rate(2) Debt Outstanding Fannie Mae - 18 2026(1) Fixed 4.35% 220,078$ Fannie Mae MCF - 19 2029 Fixed 5.13% 147,969$ Fannie Mae MCF - 19 2029 Variable/Capped(3) 6.14% 49,195$ Ally - 18 2027(5) Variable/Capped(3) 5.75% 112,919$ Mortgage Lender #1 2029 Variable/Capped(3) 6.00% 9,417$ Mortgage Lenders #2 - 4 (6) 2025-2045 Fixed 3.95% 44,559$ Insurance and Other 2024-2025 Fixed/Floating 6.82% 2,388$ Consolidated JV 2025+ Variable/Some Capped 7.65% 21,690$ Secured Credit Facility (7) 2027 Variable SOFR + 200-250bps -$ Total / Wtd. Average - - 5.07% 608,215$ Plus: Pro Rata Share of Unconsolidated JV Debt 2027 Fixed 7.30% 11,449$ Less: Non-Controlling Interest - - 7.65% (10,628)$ Total / Wtd. Average At Share - - 5.07% 609,036$ Enterprise Value Closing Stock Price $26.74 Common Shares Outstanding 19,070,277 Market Capitalization $509,939 Convertible Preferred Equity $51,248 Total Debt (6) $608,215 Less: Cash (4) $43,788 Net Debt $564,427 Plus: Non-Controlling Interest $7,157 Enterprise Value $1,132,772 Debt Schedule Year Amortization Paydown Maturity 2024 ($1,405) - - 2025(6) ($1,414) - ($41,662) 2026(1) ($1,846) - ($235,368) 2027(5) ($3,361) - ($112,919) 2028 ($3,519) - - 2029+ ($2,217) - ($204,505)
0 5 10 15 20 50 - 65% 65 - 75 75 - 80 80 - 85 85-90 90-95 95%+ # OF COMMUNITIES / (% OF OWNED PORTFOLIO OC CU PA NC Y % R AT ES 0 5 10 15 20 25 30 IL AL MC IL/AL AL/MC IL/AL/MC # OF COMMUNITIES / (% OF OWNED PORTFOLIO SE RV IC ES Geographical Breakdown – Owned Communities A-6 South 21 Communities Midwest 40 Communities Greater Atlantic 9 Communities (1) Based on owned senior housing portfolio includes operating results and data for 70 communities. consolidated as of Q3 2024 and includes May 9, 2024 acquisition of one community in Macedonia, Ohio and May 29, 2024 acquisition of four communities in OH, MO & KY through a JV structure. (2) Data based on Q3’24 average. Owned Communities Service Mix Distribution (1,2) Owned Communities Occupancy Distribution (1) Total Regionally Owned Portfolio - 80 Communities (as of Nov 1, 2024) (27%) (20%) (13%) (6%) (7%) (7%) (20 %) (21%) (39%) (10%) (3%) (11%) (16%)11 8 2 7 27 15 5 5 4 14 9 14 19 Q4 YTD Acquisitions 10 Communities
T3M: Q3 Financial and Key Metrics – Same-Store Owned Communities A-7 Note: Dollars in 000s. Numbers may vary due to rounding. Financial data presented is September 2024 trailing 3-month results. Same-Store community owned senior housing portfolio includes operating results and data for 61 communities and excludes the 19 communities acquired in 2024 (eight through two separate JV structures). (1) Includes Second Person Fees and Level of care fees. (2) Revenue includes non-recurring state grant revenue. (3) Adjusted Operating Expense excludes professional fees, settlement expense, non-income tax, non-property tax, casualty gains and losses, and other expenses. (4) Includes benefits, overtime, payroll taxes and related labor costs, excluding contract labor. Regional Location Communities $000s % of Rev $000s % of Rev $000s % of Rev $000s % of Rev Independent Living Revenue(1) 8,865$ 51.7% 6,392$ 17.7% 2,032$ 20.6% 17,290$ 27.4% $ per occupied unit Assisted Living Revenue(1) 5,989$ 35.0% 22,144$ 61.5% 4,467$ 45.2% 32,599$ 51.7% $ per occupied unit Memory Care Revenue 1,945$ 11.4% 7,110$ 19.7% 3,312$ 33.5% 12,367$ 19.6% $ per occupied unit Other Resident Revenue 332$ 1.9% 377$ 1.0% 71$ 0.7% 780$ 1.2% Total Resident Revenue(2) 17,131$ 100.0% 36,023$ 100.0% 9,882$ 100.0% 63,036$ 100.0% $ per occupied unit Regional Location Communities $000s % of Exp $000s % of Exp $000s % of Exp $000s % of Exp Direct Labor & Related Payroll(4) 6,547$ 55.0% 17,280$ 63.8% 4,618$ 64.0% 28,444$ 61.5% $ per resident day % of resident revenue Contract/Agency 22$ 0.2% 534$ 2.0% 32$ 0.4% 588$ 1.3% $ per resident Food Cost 1,073$ 9.0% 1,750$ 6.5% 453$ 6.3% 3,276$ 7.1% $ per resident day Advertising/Promotions 373$ 3.1% 554$ 2.0% 189$ 2.6% 1,116$ 2.4% $ per available unit Insurance 385$ 3.2% 633$ 2.3% 206$ 2.9% 1,224$ 2.6% $ per property Property Tax 483$ 4.1% 1,151$ 4.2% 448$ 6.2% 2,083$ 4.5% $ per property Utilties 1,135$ 9.5% 1,525$ 5.6% 440$ 6.1% 3,101$ 6.7% $ per available unit Other Expenses 1,895$ 15.9% 3,670$ 13.5% 827$ 11.5% 6,391$ 13.8% Total Communty Expense 11,914$ 100.0% 27,096$ 100.0% 7,213.65$ 100.0% 46,223$ 100.0% $000s % of total $000s % of total $000s % of total $000s % of total Community NOI 5,217$ 31.0% 8,927$ 53.1% 2,668$ 15.9% 16,813$ 100.0% $ per occupied unit Community NOI Margin South Midwest Greater Atlantic Total 18 35 8 61 24.8% 27.0% 26.7% $1,082 $1,124 $1,278 $1,132 48% 47% 45% $13.82 18 35 $46.38 $7.34 $7.16 $545 $243 $25,756 $56,038 $192 $21,411 $26,859 Community NOI 30.5% $3,241 Community Expense(3) $4,712 $6,281 8 61 South Midwest Greater Atlantic Total $2,869 $4,579 $4,812 $6,236 $6,451 $34,148 $44.77 $71.69 $72.90 $3,554 $4,534 $4,732 $4,244 Resident Revenue $2,773 $4,753 $6,168 $2,902 $567 $63.13 38% $585 $201.47 $7.26 $186 $18,073 $32,893 $513 $118.77 $7.27 $196 $20,065 Regional Location Communities Independent Living 1,233 64% 825 28% 217 28% 2,275 40% Assisted Living 580 30% 1,722 58% 365 47% 2,667 47% Memory Care 128 7% 427 14% 195 25% 750 13% Total 1,941 100% 2,974 100% 777 100% 5,692 100% Independent Living 1,066 86% 734 89% 209 96% 2,009 88% Assisted Living 436 75% 1,534 89% 316 87% 2,286 86% Memory Care 105 82% 380 89% 171 88% 656 88% Total 1,607 83% 2,649 89% 696 90% 4,951 87% $000s % of Rev $000s % of Rev $000s % of Rev $000s % of Rev Private Pay 17,055$ 99.6% 29,766$ 82.6% 9,611$ 97.3% 56,432$ 89.5% Medicaid 76$ 0.4% 6,258$ 17.4% 271$ 2.7% 6,604$ 10.5% 18 35 8 61 TotalGreater AtlanticMidwestSouth Available Units Occupancy Payor Source
Sonida Investment Portfolio - Market Fundamentals A-8 (1) Based on an average of a 5-mile radius of SSL site. (2) Adult child reflects population between the ages of 45-64. (3) Includes independent living, assisted living, and memory care units in stand-alone and continuum communities. Primary Markets (31%) Secondary Markets (34%) Tertiary Markets (35%) Market Type Classification(4) Note: Dollars in 000s. Numbers may vary due to rounding. Sonida portfolio data presented on 80 owned assets as of November 1, 2024. Data provided by NIC MAP Vision. Demographics data is current as of January 1, 2024. NIC MAP Vision Seniors Housing Inventory data is current as of the Q3 2024 Market Fundamentals update. (4) 140 Metropolitan Statistical Area ("MSA") across the country are classified by NIC MAP Vision into three market classes based on the Total Population. Demographics data in this report is current as of January 1, 2024. The largest of these markets are the Primary Markets, where NIC MAP has been tracking data since 4Q2005. These are sometimes referred to as the MAP31 as there are 31 of these markets. The next largest are the Secondary Markets, where NIC MAP has been tracking data since 1Q2008. These markets are the next 68 largest markets. Finally, Additional Markets are 41 markets located in close proximity to the 99 Primary and Secondary Markets and help to fill gaps between these Primary and Secondary Markets. NIC MAP has tracked data in Additional Markets since 1Q2015. State Communities Existing Under Construction % Increase Total 75+ Adult Child2 75+ Adult Child(2) Median HH Income Median Home Value Unemploy- ment % Total 75+ Adult Child2 75+ Adult Child(2) Median HH Income Median Home Value Unemploy- ment % All/Wtd Avg 80 913 22 +2.4% +3.1% +20.3% +2.0% 8.1% 23.7% $ 74,866 $ 277,092 4.8% +2.9% +20.5% (0.7%) 7.8% 24.4% $ 71,338 $ 255,853 5.1% TX 19 1,295 21 +1.6% +4.0% +22.1% +5.2% 6.0% 22.3% $ 75,153 $ 311,147 5.5% +4.7% +23.9% +4.6% 6.0% 23.7% $ 73,060 $ 264,362 5.7% OH 13 896 22 +2.5% +0.6% +17.1% (4.8%) 9.2% 25.2% $ 75,097 $ 236,475 5.1% +0.8% +17.9% (4.7%) 8.3% 24.6% $ 68,797 $ 204,000 5.2% IN 12 702 18 +2.6% +3.1% +20.9% (0.2%) 7.5% 24.1% $ 72,183 $ 200,826 4.6% +2.4% +20.1% (1.9%) 7.5% 24.2% $ 70,270 $ 211,149 4.5% WI 8 485 19 +4.0% +2.1% +17.2% (3.7%) 9.6% 24.6% $ 69,413 $ 254,763 3.2% +1.6% +19.2% (3.7%) 8.2% 25.0% $ 75,230 $ 261,486 3.4% GA 3 1,431 - - +2.1% +23.5% +6.9% 5.5% 23.3% $ 81,198 $ 500,000 5.5% +3.7% +23.4% +1.1% 6.6% 25.1% $ 72,426 $ 278,016 5.3% MO 3 1,211 - - +1.3% +16.2% (0.2%) 7.9% 22.2% $ 58,627 $ 230,688 3.9% +1.7% +17.9% (2.9%) 8.1% 24.1% $ 67,786 $ 223,246 4.4% SC 5 626 - - +4.7% +20.6% +1.0% 10.4% 23.1% $ 70,399 $ 290,671 4.6% +4.7% +22.8% (0.6%) 8.6% 24.6% $ 64,478 $ 243,316 5.4% FL 7 664 17 +2.5% +7.8% +28.9% +5.1% 7.5% 24.4% $ 88,373 $ 362,711 4.7% +5.2% +20.1% (0.2%) 10.6% 25.3% $ 69,163 $ 337,671 5.3% AZ 1 296 - - +2.7% +13.5% (11.4%) 15.4% 23.0% $ 53,035 $ 340,789 3.6% +3.5% +17.8% +0.5% 8.8% 23.3% $ 74,095 $ 376,667 5.6% KY 1 2,906 - - +1.6% +15.7% (0.4%) 9.9% 24.2% $ 87,090 $ 361,024 4.0% +1.7% +20.5% (3.4%) 7.7% 25.0% $ 62,500 $ 190,278 5.3% MA 1 1,110 - - +0.2% +18.0% (4.0%) 7.5% 23.6% $ 55,603 $ 253,058 8.4% +1.5% +17.9% (2.5%) 8.2% 25.4% $ 99,020 $ 567,913 5.9% MI 1 504 - - (0.7%) +18.0% (7.3%) 8.5% 24.6% $ 67,023 $ 174,702 5.1% +0.7% +18.2% (5.4%) 8.2% 25.0% $ 69,110 $ 224,153 6.3% MN 1 1,158 239 +20.6% +3.8% +28.1% +3.4% 5.6% 26.9% $ 128,484 $ 430,495 3.4% +2.4% +18.6% (0.6%) 7.7% 24.1% $ 85,045 $ 321,429 4.3% MS 1 1,159 108 +9.3% (1.8%) +17.3% (3.9%) 8.4% 23.8% $ 63,807 $ 247,235 5.1% - +17.6% (4.9%) 7.8% 24.4% $ 54,610 $ 158,989 6.6% NC 1 493 - - +3.6% +12.3% (9.2%) 20.3% 23.5% $ 63,690 $ 281,915 3.6% +3.9% +21.4% +0.3% 7.8% 25.1% $ 67,680 $ 260,448 5.5% NE 1 1,088 - - +8.1% +26.5% +11.4% 6.0% 24.4% $ 126,683 $ 402,105 1.7% +2.6% +18.3% +0.1% 7.6% 22.6% $ 73,571 $ 230,180 2.9% NY 1 231 - - +1.1% +13.3% (4.4%) 8.6% 15.9% $ 65,568 $ 185,131 5.4% (0.1%) +15.1% (3.0%) 7.9% 25.0% $ 82,031 $ 426,147 7.4% VA 1 918 153 +16.7% +0.5% +16.9% (1.8%) 7.1% 22.9% $ 75,258 $ 318,349 4.3% +3.0% +20.4% (0.4%) 7.4% 25.0% $ 86,790 $ 371,724 4.6% Demographics The Company Unit Inventory(3) Statistics - 5 mile radius Statistics - State 5 mile radius of the Company Population Growth % of Population Demographics Population Growth % of Population
v3.24.3
Cover
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Nov. 13, 2024 |
Cover [Abstract] |
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Document Period End Date |
Nov. 13, 2024
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Entity Registrant Name |
Sonida Senior Living, Inc.
|
Entity Incorporation, State or Country Code |
DE
|
Entity File Number |
1-13445
|
Entity Tax Identification Number |
75-2678809
|
Entity Address, Address Line One |
14755 Preston Road
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Entity Address, Address Line Two |
Suite 810
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TX
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Dallas,
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75254
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Common Stock, par value $0.01 per share
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NYSE
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Sonida Senior Living (NYSE:SNDA)
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From Nov 2023 to Nov 2024