0001043000FALSEDallasTexas00010430002025-03-172025-03-17
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) March 17, 2025
_________________________________
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 | 75001 |
| (Address of principal executive offices) | (Zip Code) |
(972) 770-5600
(Registrant’s telephone number, including area code)
Not applicable
(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 March 17, 2025, Sonida Senior Living, Inc. (the “Company”) announced its financial results for the fourth quarter and fiscal year ended December 31, 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: March 17, 2025 | Sonida Senior Living, Inc. |
| | |
| By: | /s/ KEVIN J. DETZ |
| Name: | Kevin J. Detz |
| Title: | Executive Vice President and Chief Financial Officer |
Sonida Senior Living, Inc. Announces Fourth Quarter and Full Year 2024 Results
DALLAS, Texas – March 17, 2025 – Sonida Senior Living, Inc. (the “Company,” “Sonida,” “we,” “our,” or “us”) (NYSE: SNDA) a leading owner, operator and investor of senior housing communities, today announced its results for the fourth quarter and for the full year ended December 31, 2024.
“2024 was a transformative year for Sonida, highlighted by the combination of organic and inorganic growth and continued strengthening of our balance sheet. We delivered another year of strong NOI growth in our same-store portfolio, driven by improvements across all key metrics, and coupled this with the acquisition of 20 high-quality communities with significant embedded upside. Sonida executed on its first overnight equity offering and put in place a new secured corporate credit facility, creating the dry powder to fuel the rapid pace of acquisition activity. Cumulatively, these activities position Sonida for accelerated NOI growth in 2025, demonstrating the power of our owner/operator model and high-touch approach to the resident experience,” said Brandon Ribar, President and CEO.
Fourth Quarter and Full Year Highlights
•Weighted average occupancy for the Company’s owned same-store portfolio increased 70 basis points to 86.6% in Q4 2024 from 85.9% in Q4 2023.
•Same-store resident revenue increased $3.6 million, or 6.0%, comparing Q4 2024 to Q4 2023.
•Net loss attributable to Sonida stockholders for 2024 was $2.1 million compared to $21.1 million for 2023, representing a $19.0 million improvement.
•2024 Adjusted EBITDA, a non-GAAP measure, was $43.2 million, as compared to $33.9 million in 2023, representing an increase of $9.3 million or 27.4%, driven primarily by continued improvement in operations.
•Results for the Company’s same-store owned portfolio of 61 communities:
◦Q4 2024 vs. Q4 2023:
▪Revenue Per Available Unit (“RevPAR”) increased 6.0% to $3,678.
▪Revenue Per Occupied Unit (“RevPOR”) increased 5.1% to $4,248.
▪Q4 2024 Community Net Operating Income, a non-GAAP measure, was $16.0 million compared to $16.3 million for Q4 2023. The slight decrease was a result of prior year real estate tax protest settlements of $1.0 million and decrease in workers compensation reserve of $0.7 million recognized in Q4 2023, partially offset by continued improvement in operations.
▪Community Net Operating Income Margin (“NOI Margin”), a non-GAAP measure, was 25.5% as compared to 27.4% for Q4 2023. Excluding the Q4 2023 real estate tax protest settlements and workers compensation reserve decrease, the NOI Margin for Q4 2023 would have been 24.6%.
◦2024 vs. 2023:
▪RevPAR increased 8.1% to $3,650.
▪RevPOR increased 5.9% to $4,224.
▪Community Net Operating Income increased $7.5 million to $65.4 million.
▪Community Net Operating Income Margin was 26.2% and 25.0% for 2024 and 2023, respectively. Adjusted Community Net Operating Income Margin, which excludes $2.9 million in state relief grants received in 2023, was 26.2% and 24.0% for 2024 and 2023, respectively.
Recent Highlights
Cincinnati Acquisition
In December 2024, the Company closed on the acquisition of an unoccupied single senior living community located in Cincinnati, Ohio for a purchase price of $16.3 million. Sonida funded the transaction with $18.3 million of senior mortgage debt, including $2.0 million for capital expenditure investment into the facility, which is expected to be utilized to furnish the community and prepare it for residents prior to opening. The non-recourse mortgage has an 84-month term and 24-month interest waiver to support lease-up and stabilization, with a 3% fixed-interest-only rate thereafter. Due to its geographical proximity, this community is operationally positioned as a dual campus with the Company’s existing community, the Wellington at North Bend Crossing.
Atlanta Acquisition
In November 2024, the Company acquired two senior living communities in the Atlanta, Georgia market for $29.0 million (“Atlanta Acquisition”) to further expand our owned communities and support our growth initiative.
Fannie Mae Loan Extension
In December 2024, the Company entered into an Omnibus Amendment to Multifamily Loan and Security Agreements (the “Omnibus Amendment”) with Federal National Mortgage Association (“Fannie Mae”). The Omnibus Amendment amends the terms of each of the loan agreements (each, a “2024 Loan Agreement” and collectively, the “2024 Loan Agreements”) relating to an aggregate of $220 million of loans for 18 of the Company’s 37 senior living communities encumbered by mortgage agreements with Fannie Mae to, among other things, extend the maturity dates of each 2024 Loan Agreements from December 1, 2026 to January 1, 2029 in exchange for $10 million of scheduled principal paydowns on the 2024 Loan Agreements, which included a $2 million paydown made at closing and a series of $2 million, $3 million and $3 million due in November 2025, 2026 and 2027, respectively.
Senior Secured Revolving Credit Facility
In October 2024, the Company closed on the additional $75.0 million commitment under our senior secured revolving credit facility (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. The Credit Facility has a term of three years, a leverage-based pricing matrix between SOFR plus 2.10% margin and SOFR plus 2.60% and is fully recourse to Sonida. On October 30, 2024, the Company drew down $60.0 million under the Credit Facility and used such borrowing to fund the Atlanta Acquisition and the Texas DPO (as defined below) as well as for liquidity and general corporate purposes. Borrowing availability under the Credit Facility is generally determined based upon the value of the senior living communities that secure the Company’s obligations under the Credit Facility. Our current borrowing of $60 million is secured by 13 of our senior living communities.
Texas DPO
In November 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.
Results of Operations
Three months ended December 31, 2024 as compared to three months ended December 31, 2023
Revenues
Resident revenue for the three months ended December 31, 2024 was $77.1 million as compared to $59.3 million for the three months ended December 31, 2023, an increase of $17.8 million, or 30.0%. The increase in revenue was primarily due to increased occupancy, increased average rent rates, and 16 acquired consolidated communities (including one unoccupied community acquired on December 31, 2024) as compared to the prior period.
Expenses
Operating expenses for the three months ended December 31, 2024 were $59.2 million as compared to $44.4 million for the three months ended December 31, 2023, an increase of $14.8 million. The increase was attributable to increases in community labor costs of $8.8 million and an increase in other variable operating expenses of $6.0 million, primarily as a result of increased occupancy in the Company's same store communities and 16 acquired consolidated communities (including one unoccupied community acquired on December 31, 2024) as compared to the prior period.
General and administrative expenses for the three months ended December 31, 2024 were $11.8 million as compared to $9.9 million for the three months ended December 31, 2023, an increase of $1.9 million, or 19.2%. The increase primarily represents additional labor costs of $3.5 million incurred to support the Company’s 2024 acquisitions, which includes $2.1 million in severance. These additional labor costs are offset by a decrease in transaction costs of $1.4 million and a decrease in other expenses of $0.2 million.
Gain on extinguishment of debt for the three months ended December 31, 2024 was $10.4 million, related to the derecognition of notes payable and accrued interest as a result of the Texas DPO.
The Company reported a net loss of $6.2 million for the three months ended December 31, 2024 compared to $14.6 million for the three months ended December 31, 2023.
Year ended December 31, 2024 as compared to the year ended December 31, 2023
Revenues
Resident revenue for the year ended December 31, 2024 was $267.8 million as compared to $232.0 million for the year ended December 31, 2023, an increase of $35.8 million, or 15.4%. The increase in revenue was primarily due to increased occupancy, increased average rent rates, and 16 acquired consolidated communities (including one unoccupied community acquired on December 31, 2024) as compared to the prior year.
Managed community reimbursement revenue for the year ended December 31, 2024 was $33.1 million as compared to $21.1 million for the year ended December 31, 2023, representing an increase of $12.0 million, or 56.9%. The increase was primarily a result of managing three more third-party communities and four unconsolidated joint venture communities during the year ended December 31, 2024 that were not in our prior year results.
Expenses
Operating expenses for the year ended December 31, 2024 were $202.0 million as compared to $177.3 million for the year ended December 31, 2023, an increase of $24.7 million. The increase was primarily attributable to the increase in community labor costs of $15.7 million and an increase in other variable operating expenses of $5.3 million, as a result of increased occupancy in the Company's same store communities and 16 acquired consolidated communities (including one unoccupied community acquired on December 31, 2024) as compared to the prior the year.
General and administrative expenses for the year ended December 31, 2024 were $40.0 million as compared to $32.2 million for year ended December 31, 2023, an increase of $7.8 million, or 24.2%. The increase is primarily due to a $6.6 million increase in labor costs to support the Company's 2024 acquisitions and continued acquisition strategy, including $2.1 million in severance, and a $1.6 million increase in stock-based compensation expense, partially offset by a decrease in other expenses of $0.4 million.
During the year ended December 31, 2024, there were no impairments on long-lived assets. During the year ended December 31, 2023, the Company recorded a non-cash impairment charge of $6.0 million related to one owned community with decreased cash flow estimates as a result of recurring net operating losses.
Managed community reimbursement expense for the year ended December 31, 2024 was $33.1 million as compared to $21.1 million for the year ended December 31, 2023, an increase of $12.0 million, or 56.9% related to the result of managing more communities during the year ended December 31, 2024 as compared to the prior year period.
Gain on extinguishment of debt for the year ended December 31, 2024 was $48.5 million related to the derecognition of notes payable and accrued liabilities as a result of the 2024 Loan Purchase and the Texas DPO from two of our lenders. Gain on extinguishment of debt for the year ended December 31, 2023 was $36.3 million related to the derecognition of notes payable and liabilities as a result of the transition of legal ownership of two communities to Fannie Mae, the holder of the related non-recourse debt.
As a result of the foregoing factors, the Company reported net loss of $3.3 million for the year ended December 31, 2024, compared to net loss of $21.1 million for the year ended December 31, 2023.
Liquidity and Capital Resources
Cash flows
The table below presents a summary of the Company’s net cash provided by (used in) operating, investing, and financing activities (in thousands):
| | | | | | | | | | | | | | | |
| Years ended December 31, | | |
| 2024 | | 2023 | | | | |
| Net cash provided by (used in) operating activities | $ | (1,782) | | | $ | 10,683 | | | | | |
| Net cash used in investing activities | (208,923) | | | (16,562) | | | | | |
| Net cash provided by (used in) financing activities | 232,042 | | | (7,113) | | | | | |
| Increase (decrease) in cash and cash equivalents | $ | 21,337 | | | $ | (12,992) | | | | | |
In addition to $17.0 million of an unrestricted cash balance as of December 31, 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, including sales of common stock under our ATM Sales Agreement, borrowings under our Credit Facility, proceeds from debt refinancings or loan modifications, and proceeds from the sale of owned assets. During 2023, we entered into loan modifications with Fannie Mae, an amendment with Ally Bank, including a revised Limited Payment Guaranty, and an Equity Commitment with Conversant. During 2024, we completed the 2024 Private Placement pursuant to which we issued and sold an aggregate of approximately 5.0 million shares of our common stock to several of our shareholders for gross cash proceeds of $47.8 million, which enabled us to purchase all the Company's debt then outstanding with a certain lender at a substantial discount, as well as fund future working capital and growth initiatives. Additional financing of $24.8 million for the debt purchase was provided by an expansion of the Company’s existing Ally Bank term loan. In addition, during April 2024, the Company entered into the At-the-Market Issuance Sales Agreement (the “ATM Sales Agreement”), whereby the Company may sell, at its option, shares of its common stock up to an aggregate offering price of $75,000,000. As of December 31, 2024, the Company has received $18.7 million in net proceeds from the ATM sales. During August 2024, the Company completed a public offering and issued 4.8 million shares of common stock for net proceeds of $124.1 million, after deducting underwriting discounts and commissions and the Company’s offering expenses. During August 2024, the Company entered into a Credit Facility in which borrowing availability is determined based upon the value of the senior living communities. As of December 31, 2024, the Company had outstanding borrowings under its Credit Facility of $60.0 million. These transactions are expected to provide additional financial flexibility to us and increase our liquidity position.
The Company, from time to time, considers and evaluates financial and capital raising transactions related to its portfolio, including debt financing and refinancings, purchases and sales of assets, equity offerings, and other transactions. There can be no assurance that the Company will continue to generate cash flows at or above current levels, or that the Company will be able to obtain the capital necessary to meet the Company’s short and long-term capital requirements.
Recent changes in the current economic environment, and other future changes, could result in decreases in the fair value of assets, slowing of transactions, and the tightening of liquidity and credit markets. These impacts could make securing debt or refinancings for the Company or prospective buyers of the Company’s properties more difficult or on terms not acceptable to the Company. The Company’s actual liquidity and capital funding requirements depend on numerous
factors, including its operating results, its capital expenditures for community investment, and general economic conditions, as well as other factors described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 17, 2025.
Conference Call Information
The Company will host a conference call with senior management to discuss the Company’s financial results for the fourth quarter and full year 2024, on Monday March 17, 2025, at 11:00 a.m. Eastern Time. To participate, dial 800-715-9871, passcode 4619110. A link to the simultaneous webcast of the teleconference will be available at: https://events.q4inc.com/attendee/338479365.
For the convenience of the Company’s shareholders and the public, the conference call will be recorded and available for replay starting March 18, 2025 through March 24, 2025. 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-based Sonida Senior Living, Inc. is a leading owner, operator and investor in independent living, assisted living and memory care communities and services for senior adults. The Company provides compassionate, resident-centric services and care as well as engaging programming at our senior housing communities. As of December 31, 2024, the Company owned, managed or invested in 94 senior housing communities in 20 states with an aggregate capacity of approximately 10,000 residents, including 81 owned senior housing communities (including four owned through joint venture investments in consolidated entities, and four owned through a joint venture investment in an unconsolidated entity, and one unoccupied) and 13 communities that the Company managed on behalf of a third-party. For more information, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.
Safe Harbor
This release contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2025, 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; elevated 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 immigration or 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 the Company’s 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 maintain effective internal controls over financial reporting; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as elevated labor costs due to shortages of medical and non-medical staff, competition in the labor market, increased costs of salaries, wages and benefits, and immigration laws, the consumer price index, commodity costs, fuel and other energy costs, supply chain disruptions, increased insurance costs, tariffs, elevated interest rates and tax rates; the impact from or the potential emergence and effects of a future epidemic, pandemic, outbreak of infectious disease or other health crisis; the Company’s ability to maintain the security and functionality of its information systems, to prevent a cybersecurity attack or breach, and to comply with applicable privacy and consumer protection laws, including HIPAA; and changes in accounting principles and interpretations.
For information about Sonida Senior Living, visit www.sonidaseniorliving.com or connect with the Company on Facebook, X or LinkedIn.
Contact : Investor Relations
Jason Finkelstein
Ignition IR
ir@sonidaliving.com
SONIDA SENIOR LIVING, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Quarters Ended December 31, | | Years Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| Revenues: | | | | | | | |
| Resident revenue | $ | 77,053 | | | $ | 59,349 | | | $ | 267,849 | | | $ | 232,032 | |
| Management fees | 916 | | | 586 | | | 3,381 | | | 2,191 | |
| Managed community reimbursement revenue | 13,962 | | | 5,785 | | | 33,096 | | | 21,099 | |
| Total revenues | 91,931 | | | 65,720 | | | 304,326 | | | 255,322 | |
| Expenses: | | | | | | | |
| Operating expense | 59,225 | | | 44,367 | | | 202,015 | | | 177,323 | |
| General and administrative expense | 11,815 | | | 9,946 | | | 39,997 | | | 32,198 | |
| | | | | | | |
| | | | | | | |
| Depreciation and amortization expense | 13,320 | | | 10,137 | | | 44,051 | | | 39,888 | |
| Long-lived asset impairment | — | | | — | | | — | | | 5,965 | |
| Managed community reimbursement revenue | 13,962 | | | 5,785 | | | 33,096 | | | 21,099 | |
| Total expenses | 98,322 | | | 70,235 | | | 319,159 | | | 276,473 | |
| Other income (expense): | | | | | | | |
| Interest income | 302 | | | 87 | | | 1,681 | | | 608 | |
| Interest expense | (9,596) | | | (9,673) | | | (36,990) | | | (36,118) | |
| | | | | | | |
| Gain on extinguishment of debt, net | 10,388 | | | — | | | 48,536 | | | 36,339 | |
| Loss from equity method investment | (714) | | | — | | | (895) | | | — | |
| | | | | | | |
| Other expense, net | (161) | | | (480) | | | (540) | | | (532) | |
| Loss before provision for income taxes | (6,172) | | | (14,581) | | | (3,041) | | | (20,854) | |
| Provision for income taxes | (46) | | | (48) | | | (239) | | | (253) | |
| Net loss | (6,218) | | | (14,629) | | | (3,280) | | | (21,107) | |
| Less: Net loss attributable to noncontrolling interests | 714 | | | — | | | 1,221 | | | — | |
| Net loss attributable to Sonida shareholders | (5,504) | | | (14,629) | | | (2,059) | | | (21,107) | |
| Dividends on Series A convertible preferred stock | (1,409) | | | — | | | (2,818) | | | — | |
| Undeclared dividends on Series A convertible preferred stock | — | | | (1,299) | | | (2,707) | | | (4,992) | |
| | | | | | | |
| Net loss attributable to common stockholders | $ | (6,913) | | | $ | (15,928) | | | $ | (7,584) | | | $ | (26,099) | |
| | | | | | | |
| Per share data: | | | | | | | |
| Basic net loss per share | $ | (0.38) | | | $ | (2.17) | | | $ | (0.54) | | | $ | (3.85) | |
| Diluted net loss per share | $ | (0.38) | | | $ | (2.17) | | | $ | (0.54) | | | $ | (3.85) | |
| Weighted average common shares outstanding — basic | 18,048 | | | 7,331 | | | 14,109 | | | 6,786 | |
| Weighted average common shares outstanding — diluted | 18,048 | | | 7,331 | | | 14,109 | | | 6,786 | |
| | | | | | | |
SONIDA SENIOR LIVING, INC.
CONSOLIDATED BALANCE SHEET
(in thousands)
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
| Assets: | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | 16,992 | | | $ | 4,082 | |
| Restricted cash | 22,095 | | | 13,668 | |
| Accounts receivable, net of allowance for credit losses of $7.9 million and $5.3 million, respectively | 18,965 | | | 8,017 | |
| | | |
| Prepaid expenses and other assets | 4,634 | | | 4,475 | |
| Derivative assets | 1,403 | | | 2,103 | |
| Total current assets | 64,089 | | | 32,345 | |
| Property and equipment, net | 739,884 | | | 588,179 | |
| | | |
| Investment in unconsolidated entity | 10,943 | | | — | |
| Intangible assets, net | 24,526 | | | 622 | |
| Other assets, net | 2,479 | | | 314 | |
| Total assets | $ | 841,921 | | | $ | 621,460 | |
| Liabilities: | | | |
| Current liabilities: | | | |
| Accounts payable | $ | 9,031 | | | $ | 11,375 | |
| Accrued expenses | 45,024 | | | 42,388 | |
| Current portion of debt, net of deferred loan costs | 15,486 | | | 42,323 | |
| Deferred income | 5,361 | | | 4,041 | |
| | | |
| Federal and state income taxes payable | 243 | | | 215 | |
| Other current liabilities | 470 | | | 519 | |
| Total current liabilities | 75,615 | | 95,187 | | 100,861 | |
| Long-term debt, net of deferred loan costs | 635,904 | | | 587,099 | |
| | | |
| Other long-term liabilities | 793 | | | 49 | |
| Total liabilities | 712,312 | | | 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 December 31, 2024 and 2023 | 51,249 | | | 48,542 | |
| Equity: | | | |
| Sonida’s shareholders’ equity (deficit): | | | |
Preferred stock, $0.01 par value: | | | |
| Authorized shares — 15,000 as of December 31, 2024 and 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 December 31, 2024 and 2023, respectively; 18,992 and 8,178 shares issued and outstanding as of December 31, 2024 and 2023, respectively | 190 | | | 82 | |
| Additional paid-in capital | 491,819 | | | 302,992 | |
| Retained deficit | (420,224) | | | (418,165) | |
| Total Sonida shareholders’ equity (deficit) | 71,785 | | | (115,091) | |
| Noncontrolling interest: | 6,575 | | | — | |
| Total equity (deficit) | 78,360 | | | (115,091) | |
| Total liabilities, redeemable preferred stock and equity (deficit) | $ | 841,921 | | | $ | 621,460 | |
Sonida Senior Living, Inc.
Consolidated Statements of Cash Flows
(in thousands)
| | | | | | | | | | | | | |
| Years Ended December 31, |
| (In thousands) | 2024 | | 2023 | | |
| Operating Activities | | | | | |
| Net loss | $ | (3,280) | | | $ | (21,107) | | | |
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | | | | | |
| Depreciation and amortization | 44,051 | | | 39,888 | | | |
| Amortization of deferred loan costs | 1,619 | | | 1,552 | | | |
| Loss on derivative instruments, net | 3,950 | | | 2,981 | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| (Gain) loss on sale of assets, net | (192) | | | 118 | | | |
| Long-lived asset impairment | — | | | 5,965 | | | |
| | | | | |
| Gain on extinguishment of debt | (48,536) | | | (36,339) | | | |
| Loss from equity method investment | 895 | | | — | | | |
| Provision for bad debt | 2,596 | | | 1,151 | | | |
| Non-cash stock-based compensation expense | 4,369 | | | 2,749 | | | |
| Other non-cash items | (35) | | | (53) | | | |
| Changes in operating assets and liabilities: | | | | | |
| Accounts receivable, net | (13,543) | | | (3,249) | | | |
| | | | | |
| Prepaid expenses and other assets | (156) | | | 2,918 | | | |
| Other assets, net | — | | | 276 | | | |
| Accounts payable and accrued expenses | 5,151 | | | 13,013 | | | |
| Federal and state income taxes receivable/payable | 28 | | | 217 | | | |
| Deferred income | 1,320 | | | 622 | | | |
| Customer deposits | (19) | | | (19) | | | |
| | | | | |
| Net cash provided by (used in) operating activities | (1,782) | | | 10,683 | | | |
| Investing Activities | | | | | |
| Investments in unconsolidated entities | (22,409) | | | — | | | |
| Return of investment in unconsolidated entities | 10,571 | | | — | | | |
| Acquisition of new communities | (172,546) | | | — | | | |
| Capital expenditures | (25,170) | | | (17,938) | | | |
| Proceeds from sale of assets | 631 | | | 1,376 | | | |
| Net cash used in investing activities | (208,923) | | | (16,562) | | | |
| Financing Activities | | | | | |
| Proceeds from issuance of common stock, net of issuance costs | 190,537 | | | 10,000 | | | |
| Proceeds from notes payable | 56,040 | | | — | | | |
| Repayments of notes payable | (72,026) | | | (13,802) | | | |
| Proceeds from credit facility | 68,705 | | | — | | | |
| Repayment of credit facility | (8,705) | | | — | | | |
| Proceeds from noncontrolling investors in joint ventures | 7,796 | | | — | | | |
| Dividends paid on Series A convertible preferred stock | (2,818) | | | — | | | |
| Deferred loan costs paid | (3,726) | | | (825) | | | |
| Purchase of derivative assets | (3,312) | | | (2,362) | | | |
| | | | | |
| | | | | |
| Other financing costs | (449) | | | (124) | | | |
| Net cash provided by (used in) financing activities | 232,042 | | | (7,113) | | | |
| Increase (decrease) in cash and cash equivalents | 21,337 | | | (12,992) | | | |
| Cash and cash equivalents and restricted cash at beginning of year | 17,750 | | | 30,742 | | | |
| Cash and cash equivalents and restricted cash at end of year | $ | 39,087 | | | $ | 17,750 | | | |
DEFINITIONS
RevPAR, or average monthly revenue per available unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
RevPOR, or average monthly revenue per occupied unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.
Same-Store Community is defined by the Company as communities that are consolidated, wholly owned, and operational for the full period in both comparison years. Consolidated communities excluded from the same-store community portfolio include communities acquired or disposed of since the beginning of the prior year and certain communities that have experienced a casualty event that has significantly impacted their operations.
NON-GAAP FINANCIAL MEASURES
This earnings release contains the financial measures (1) Net Operating Income and Adjusted Net Operating Income, (2) Net Operating Income Margin and Adjusted Net Operating Income Margin, (3) Adjusted EBITDA, and (4) Same-store amounts for these metrics, each of which is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, or revenue. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP, which are included below.
The Company believes that presentation of Net Operating Income, Net Operating Income Margin, Adjusted Net Operating Income, and Adjusted Net Operating Income Margin as performance measures is useful to investors because such measures are some of the metrics used by the Company’s management to evaluate the performance of the Company’s owned portfolio of communities, to review the Company’s comparable historic and prospective core operating performance of the Company’s owned communities, and to make day-to-day operating decisions. The Company also believes that the presentation of such non-GAAP financial measures and Adjusted EBITDA is useful to investors because such measures provide an assessment of operational factors that management can impact in the short-term, primarily revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods.
Net Operating Income, Net Operating Income Margin, Adjusted Net Operating Income and Adjusted Net Operating Income Margin have material limitations as performance measures, including the exclusion of general and administrative expenses that are necessary to operate the Company and oversee its communities. Furthermore, such non-GAAP financial measures and Adjusted EBITDA exclude (i) interest that is necessary to operate the Company’s business under its current financing and capital structure, and (ii) depreciation, amortization, and impairment charges that may represent the wear and tear and/or reduction in value of the Company’s communities and other assets and may be indicative of future needs for capital expenditures. The Company may also incur income/expense similar to those for which adjustments may be made and such income/expense may significantly affect the Company’s operating results.
Net Operating Income and Net Operating Income Margin
Net Operating Income and Net Operating Income Margin are non-GAAP performance measures that the Company defines as net income (loss) excluding: general and administrative expenses (inclusive of stock-based compensation expense), interest income, interest expense, other expense, provision for income taxes, management fees, and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management
believes impact the comparability of performance between periods. For the periods presented herein, such other items include depreciation and amortization expense, long-lived asset impairment, gain on extinguishment of debt, loss from equity method investment, casualty loss, non-recurring settlement fees, non-income tax, and non-property tax. Net Operating Income Margin is calculated by dividing Net Operating Income by resident revenue. Adjusted Net Operating Income and Adjusted Net Operating Income Margin are further adjusted to exclude the impact from any non-recurring state grant funds received by the Company. The Company presents these non-GAAP measures on a consolidated community and same-store community basis
The following table presents a reconciliation of the Non-GAAP Financial Measures of Net Operating Income, Adjusted Net Operating Income, Net Operating Income Margin and Adjusted Net Operating Income Margin, in each case, on a consolidated community and same-store community basis to the most directly comparable GAAP financial measure of net loss for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | Three Months Ended
December 31, | | Three Months Ended September 30, | | Years Ended
December 31, |
| 2024 | | 2023 | | 2024 | | 2024 | | 2023 |
Same-store community net operating income (1) | | | | | | | | | |
| Net loss | $ | (6,218) | | $ | (14,629) | | $ | (14,265) | | $ | (3,280) | | $ | (21,107) |
| General and administrative expense | 11,815 | | 9,946 | | 11,793 | | 39,997 | | 32,198 |
| | | | | | | | | |
| Depreciation and amortization expense | 13,320 | | 10,137 | | 10,729 | | 44,051 | | 39,888 |
| Long-lived asset impairment | — | | — | | — | | — | | 5,965 |
| Interest income | (302) | | (87) | | (853) | | (1,681) | | (608) |
| Interest expense | 9,596 | | 9,673 | | 9,839 | | 36,990 | | 36,118 |
| Gain on extinguishment of debt, net | (10,388) | | — | | — | | (48,536) | | (36,339) |
| Loss from equity method investment | 714 | | — | | 146 | | 895 | | — |
| Other expense, net | 161 | | 480 | | 153 | | 540 | | 532 |
| Provision for income taxes | 46 | | 48 | | 68 | | 239 | | 253 |
| Management fees | (916) | | (586) | | (1,151) | | (3,381) | | (2,191) |
Other operating expenses (2) | 1,220 | | 1,279 | | 630 | | 2,834 | | 3,193 |
| Consolidated community net operating income | 19,048 | | 16,261 | | 17,089 | | 68,668 | | 57,902 |
Net operating (income)loss for non same-store communities (1) | (3,020) | | — | | (277) | | (3,232) | | — | |
| Same-store community net operating income | 16,028 | | 16,261 | | 16,812 | | 65,436 | | 57,902 |
| Resident revenue | $ | 77,053 | | $ | 59,349 | | $ | 66,951 | | $ | 267,849 | | $ | 232,032 |
Resident revenue for non same-store communities (1) | 14,125 | | — | | 3,915 | | 18,409 | | — |
| Same-store community resident revenue | 62,928 | | 59,349 | | 63,036 | | 249,440 | | 232,032 |
| Same-store community net operating income margin | 25.5% | | 27.4% | | 26.7% | | 26.2% | | 25.0% |
| | | | | | | | | |
State relief grants (3) | — | | — | | — | | — | | 2,926 |
| Adjusted resident revenue | 62,928 | | 59,349 | | 63,036 | | 249,440 | | 229,106 |
| Adjusted community net operating income | $ | 16,028 | | $ | 16,261 | | $ | 16,812 | | $ | 65,436 | | $ | 54,976 |
| Adjusted community net operating income margin | 25.5 | % | | 27.4 | % | | 26.7 | % | | 26.2 | % | | 24.0 | % |
(1) Q4 2024 excludes 16 senior living consolidated communities acquired by the Company in 2024 (including one unoccupied community acquired on December 31, 2024). Q3 2024 excludes five senior living consolidated communities acquired by the Company.
(2) Includes casualty loss, non-recurring settlement fees, non-income tax, and non-property tax.
(3) State relief revenue are grants and other funding received from third parties due to the financial distress impacts of the pandemic and includes state relief funds received.
ADJUSTED EBITDA (UNAUDITED)
Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: depreciation and amortization expense, interest income, interest expense, other expense/income, provision for income taxes; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include stock-based compensation expense, provision for bad debt, long-lived asset impairment, gain on extinguishment of debt, executive transition costs, casualty losses, and transaction and conversion costs.
The following table presents a reconciliation of the Non-GAAP Financial Measures of Adjusted EBITDA to the most directly comparable GAAP financial measure of net loss for the periods indicated:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | Three Months Ended
December 31, | | Three Months Ended September 30, | | Years Ended
December 31, |
| 2024 | | 2023 | | 2024 | | 2024 | | 2023 |
| Adjusted EBITDA | | | | | | | | | |
| Net loss | $ | (6,218) | | | $ | (14,629) | | | $ | (14,265) | | | $ | (3,280) | | | $ | (21,107) | |
| Depreciation and amortization expense | 13,320 | | | 10,137 | | | 10,729 | | | 44,051 | | | 39,888 | |
| Stock-based compensation expense | 1,175 | | | 605 | | | 1,408 | | | 4,369 | | | 2,749 | |
| Provision for bad debt | 1,086 | | | 568 | | | 629 | | | 2,596 | | | 1,151 | |
| Interest income | (302) | | | (87) | | | (853) | | | (1,681) | | | (608) | |
| Interest expense | 9,596 | | | 9,673 | | | 9,839 | | | 36,990 | | | 36,118 | |
| Long-lived asset impairment | — | | | — | | | — | | | — | | | 5,965 | |
| Gain on extinguishment of debt, net | (10,388) | | | — | | | — | | | (48,536) | | | (36,339) | |
| Executive transition costs | 2,157 | | | — | | | — | | | 2,157 | | | — | |
| Other expense, net | 161 | | | 480 | | | 153 | | | 540 | | | 532 | |
| Provision for income taxes | 46 | | | 48 | | | 68 | | | 239 | | | 253 | |
Casualty losses (1) | 947 | | | 348 | | | 267 | | | 2,069 | | | 1,008 | |
Transaction and conversion costs (2) | 768 | | | 2,159 | | | 2,098 | | | 3,730 | | | 4,294 | |
| Adjusted EBITDA | $ | 12,348 | | | $ | 9,302 | | | $ | 10,073 | | | $ | 43,244 | | | $ | 33,904 | |
(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, restructuring projects, or related projects.
Investor Presentation Fourth Quarter and Full Year 2024 SNDA NYSE Listed March 17, 2025 Leading Owner, Operator & Investor
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 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, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2025, 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; elevated 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 immigration or 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 the Company’s 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 maintain effective internal controls over financial reporting; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as elevated labor costs due to shortages of medical and non-medical staff, competition in the labor market, increased costs of salaries, wages and benefits, and immigration laws, the consumer price index, commodity costs, fuel and other energy costs, supply chain disruptions, increased insurance costs, tariffs, elevated interest rates and tax rates; the impact from or the potential emergence and effects of a future epidemic, pandemic, outbreak of infectious disease or other health crisis; the Company’s ability to maintain the security and functionality of its information systems, to prevent a cybersecurity attack or breach, and to comply with applicable privacy and consumer protection laws, including HIPAA; 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 sonidaseniorliving.com or investors.sonidaseniorliving.com
Sonida Overview 3
4 Senior Living Owner, Operator & Investor in the U.S. ✓ Owner and operator of independent living (IL), assisted living (AL) and memory care (MC) communities; 81 owned (including 8 owned through joint ventures) and 13 managed on behalf of third-party owners ✓ 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 ✓ 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 ✓ 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 ✓ Signature activity programming (Joyful LivingTM life enrichment), personalized care plans (Magnolia TrailsTM memory care ) and elevated meal & dining service (Grove Menu) ✓ Proactive management of debt with effective weighted average interest rate of 5.40% (as of December 31, 2024) 7.4% 18.9% 180 bps 90% $258M 86.4% 10,00094 Geographically Concentrated Portfolio Communities 2024 Weighted Average Occupancy Private Pay Residents 2024 Weighted Average Occupancy Growth 2024 Blended Resident Rent Base Rate Growth 2024 Adjusted Community NOI Growth(4) Gross Assets Acquired in 2024 (3) (20 Properties) Aggregate Resident Capacity (1) As of December 31, 2024. See appendix at the end of this presentation for definitions. (2) Same-Store Community Portfolio includes operating results and data for 61 communities consolidated as of December 31, 2024. See appendix at the end of this presentation for definitions. (3) Includes eight community acquisitions through two separate JV structures. (4) Adjusted to exclude non-recurring state grant revenue earned and received in 2023 (none in 2024). Same-Store Adjusted Community NOI is a non-GAAP financial measure. See appendix at the end of this presentation for reconciliations of non-GAAP financial measures. Same-Store Community Portfolio (2) Total Portfolio (1) >
2024 Highlights & Accomplishments 5 Performance Acquisitions and Investments Totaling ~$258M Strategic Financing Transactions Capital Raised (~$200M Gross) - Same-Store Weighted Average Occupancy(1): 86.4% / 180 bps increase vs. 2023 - Same-Store RevPOR(1): $4,224 / 5.9% increase vs. 2023 - Same-Store Adjusted Community NOI(1)(2): $65.4M / 18.9% vs. 2023 - Same-Store Adjusted Community NOI Margin(1)(2): 26.2% / 220 bps increase vs. 2023 - Total Adjusted EBITDA: 27.4% increase vs. 2023 - Expansion of underwriting and business development functions to address increased deal flow - “Operational Excellence” department to support transitions, training and portfolio-wide performance initiatives - 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 - July & October: Closed $150.0M total senior secured revolving credit facility - November: Completed a discounted loan purchase resulting in 36% discount on principal balance of $28.7M against two existing Sonida communities - December: Extended maturities on 18 individual Fannie Mae community mortgages (totaling $220M) to January 1, 2029 in consideration for $10M of principal paydowns through the revised maturities - 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; 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 at $27.00 per share through upsized public offering of common stock (including participation from Conversant Capital) (1) Same-Store Community Portfolio includes operating results and data for 61 communities consolidated as of December 31, 2024. See appendix at the end of this presentation for definitions. (2) 2023 includes non-recurring state grant revenue earned and received of $2.9 million (none in 2024). Same-Store Community NOI is a non-GAAP financial measure. See appendix at the end of this presentation for reconciliations of non-GAAP financial measures. - 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] - December: Acquired one community for ~$16M [82 units – AL & MC] Investments in Growth and Support Infrastructure
TX 22% OH 18% IN 11% Other 28% Sonida Senior Living Footprint 15+ Communities 5 - 14 Communities < 5 Communities Managed Owned Portfolio Mix by State Regionally-Concentrated Portfolio in Markets with Positive Demographic Trends (1) Based on Total Portfolio as of December 31, 2024. See appendix at the end of this presentation for definitions. (2) Includes eight communities owned through JVs. (3) Based on Total Units as of December 31, 2024. See appendix at the end of this presentation for definitions. (4) Based on Total Owned Operating Portfolio as of December 31, 2024 (see appendix at the end of this presentation for definitions), excluding the “Airy Hills” December 31, 2024 acquisition in Cincinnati, OH, which was not in operation at closing. Community never opened due to foreclosure on the construction borrower and is targeted to open mid-2025. (5) Data based on Q4’24 average. % of Total Units (3) AL 47% IL 37% MC 16% 9,084 Units 9,084 Units Diversified and Balanced Portfolio Across High-Growth Markets and Acuity Settings94 Communities (1) (81 Owned (2) / 13 Managed) 9,084 Units (1)(3) Across 20 States 5,063 Employees (1) (3,415 FT / 1,648 PT) Portfolio Mix by Acuity Occupancy Distribution (4) # of Communities / % of Owned Operating Portfolio (21%) # of Communities / % of Owned Operating Portfolio (24%) (9%) (18%) (12%) (10%) (6%) 17 19 7 14 10 8 5 (46%) (19%) (14%) (10%) (2%) (9%) 37 15 11 8 2 7 Service Mix Distribution (4,5) 6 8 of the communities with occupancy <75% were acquired in 2024
Differentiated Platform: “Owner/Operator/Investor” Model 7 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 ✓ Vertical integration provides full control of operations ✓ Scalability to drive market-by-market labor efficiencies ✓ Selective growth through JVs and management contracts with third-party owners leverages operational capabilities to provide enhanced ROIC ✓ Signature resident experience offerings: Joyful LivingTM life enrichment, Magnolia TrailsTM MC and Grove Menu dining ✓ C-Corp structure allows for reinvestment of cash-flow towards highest return opportunities ✓ Ongoing flexibility to asset-manage portfolio (i.e. selective acquisitions / dispositions) ✓ 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 ✓ Existing footprint allows for operating efficiencies and strategic acquisitions with focus on existing and complementary markets ✓ Pure-play focus on senior living ✓ Seasoned management team and Board (healthcare, real estate and hospitality) with experience scaling real estate and operating businesses ✓ Ability to reinvest in technology and systems ✓ No leased communities – zero exposure to long-term lease liabilities for underperforming assets
Evolution of Sonida 8 Occupancy troughs at 77.6% and NOI Margin troughs at -3.6% Conversant Capital leads $155M recapitalization Debt modification with Fannie Mae, discounted loan purchases $48M PIPE from largest shareholders Occupancy, RevPOR, NOI, Margin growth on Same- Store portfolio $130M overnight equity offering New $150M corporate credit facility $258M of Community acquisitions Continued margin flowthrough on same- store portfolio paired with significant NOI growth from stabilization of 20 communities acquired in 2024 Team structure in place to capitalize on continued market dislocation Diversifying shareholder base and improving cost of debt and equity capital Goal-Driven Strategic Execution Covid Distress Recapitalization Balance Sheet Optimization Organic Growth Accelerated Organic and Inorganic Growth Pivot to Inorganic Growth 1Q2020 November 2021 2022 - 1Q2024 2023+ 2024 2025+
Why Invest in Sonida? 9 Continued Same-Store Community Growth Occupancy growth RevPOR growth Accelerated NOI margin flow through Value-Add Acquired Communities Accelerated occupancy recovery Rate optimization Expense reduction from Sonida platform Unique Platform Value from Owner/Operator Model Asset performance is primarily driven by operational success, and Sonida’s built-out and proven operational prowess is a highly attractive asset Same-Store portfolio maintains market leading operating metrics while providing above average growth rates Value-add profile creates significant embedded upside driving higher NOI growth than the Same-Store portfolio Ability to continue digesting higher returning value add investments Distinctive positioning as scaled real estate owner and operator creates ability to both optimize balance sheet, and deploy capital at scale in high-return opportunities Overall Growth Profile Outpacing Peers Continued Inorganic Growth Strategy Special situations with bank partners Motivated end-of- cycle sellers Local market operator relationships
Financial Performance & Highlights 10
Q4 Financial Comparisons: Same-Store Communities(1) 11 $ in millions, except RevPAR and RevPOR Q4’24 Q4’23 Q4’24 vs. Q4’23 YoY Change Pro Forma Q4’23 Q4’24 vs. Pro Forma Q4’23 YoY Change Weighted Average Occupancy 86.6% 85.9% 70 bps 85.9% - RevPAR(2) $3,678 $3,470 6.0% $3,470 - RevPOR(2) $4,248 $4,042 5.1% $4,042 - Resident Revenue $62.9 $59.4 5.9% $59.4 - Adjusted Operating Expenses(3) $46.9 $43.1 8.8% $44.8 4.7% Community NOI(2) $16.0 $16.3 (1.8)% $14.6 9.6% Community NOI Margin(2) 25.5% 27.4% (190) bps 24.6% 90 bps (1) Same-Store Community Portfolio includes operating results and data for 61 communities consolidated as of December 31, 2024. See appendix at the end of this presentation for definitions. (2) Same-Store RevPAR and Same-Store RevPOR are KPIs (see appendix at the end of this presentation for definitions). 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 reconciliation of non-GAAP financial measures in appendix tables at the end of this presentation). (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). See reconciliation of non-GAAP financial measures in appendix tables at the end of this presentation. Q4’23 Pro Forma Adjusted Operating Expenses exclude credits related to appealed reassessments for real estate taxes ($1M) and IBNR for workers comp insurance ($0.7M) Pro Forma Adjusted Community NOI growth: $1.4M or 9.6% Pro Forma Adjusted Community NOI Margin growth: 90 bps
2024 Financial Comparisons: Same-Store Communities(1) 12 $ in millions, except RevPAR and RevPOR 2024 2023 YoY Change Weighted Average Occupancy 86.4% 84.6% 180 bps RevPAR(2) $3,650 $3,375 8.1% RevPOR(2) $4,224 $3,988 5.9% Resident Revenue $249.4 $232.0 7.5% Adjusted Operating Expenses(3) $184.0 $174.1 5.7% Community NOI(2) $65.4 $57.9 13.0% Community NOI Margin(2) 26.2% 25.0% 120 bps Adjusted Community NOI(2) (4) $65.4 $55.0 18.9% Adjusted Community NOI Margin(2) (4) 26.2% 24.0% 220 bps (1) Same-Store Community Portfolio includes operating results and data for 61 communities consolidated as of December 31, 2024. See appendix at the end of this presentation for definitions. (2) Same-Store RevPAR and Same-Store RevPOR are KPIs (see appendix at the end of this presentation for definitions). 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 reconciliation of non-GAAP financial measures in appendix tables at the end of this presentation). (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). See reconciliation of non-GAAP financial measures in appendix tables at the end of this presentation. (4) 2023 excludes non-recurring state grant revenue earned and received of $2.9 million. No such grant earned in 2024. Adjusted Community NOI growth: $10.4M or 18.9% Pro Forma Adjusted Community NOI growth: $11.4M or 21.1% 2023 Pro Forma Adjusted Operating Expenses excluding Q4 credits related to appealed reassessments for real estate taxes ($1M): Pro Forma Adjusted Community NOI Margin growth: 260 bps
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 86.6 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 87.4 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 Q4' 24 Weighted Average Occupancy End of Period Spot Occupancy Same-Store Occupancy Growth (1) 13 Quarterly Occupancy (in %) Pandemic low point (1) Same-Store Community Portfolio (see appendix at the end of this presentation for definitions) includes operating results and data for 61 communities consolidated as of December 31, 2024. The February 2022 acquisitions of the Plainfield and Brownsburg communities are included in the Same-Store occupancy starting in March 2022. Pre-pandemic Q4’24 Weighted Average Occupancy: +70 bps vs. Q4’23, +270 bps vs. Q4’22, +510 bps vs. Q4’21
Same-Store Revenue Highlights(1) • March 1, 2024 portfolio-wide annual average rate increase of 6.3% on an all-in basis; 7.3% excluding Medicaid and ancillary fee revenues • QoQ resident rent rate growth in 9 of last 11 quarters • 0.2% sequential QoQ decrease in resident rent rate due to shift in care level mix towards IL in Q3’24 and Q4’24 14 Resident Rent YoY Rate Changes (2) (2) Includes Private Pay and Medicaid base rent only. Resident Rate Rent Trend (2) (1) Same-Store Community Portfolio includes operating results and data for 61 communities consolidated as of December 31, 2024. See appendix at the end of this presentation for definitions. Level of Care Revenue Growth 2024 Level of Care fees increased $1.1M or 8.3% vs 2023 due to new Memory Care pricing structure implemented 2024 Discounts and Concessions Decline vs. 2023 1.1 0.6 0.5 2.8 3.4 3.3 0.4 2.7 2.7 (0.5) (0.2) Q1’22 Q2’22 Q3’22 Q4’22 Q1’23 Q2’23 Q3’23 Q4’23 Q1’24 Q2’24 Q3’24 Q4’24 Q1’23 Q2’23 Q3’23 Q4’23 Q1’24 Q2’24 Q3’24 Q4’24 (in $ thousands)
Same-Store Revenue Growth(1) Continues to Outpace Labor Costs 15 Labor Costs Trend as a Percent of Revenue (2) (3) (1) Same-Store Community Portfolio includes operating results and data for 61 communities consolidated as of December 31, 2024. See appendix at the end of this presentation for definitions. (2) Exclude benefits. (3) Amounts calculated as a percentage of revenues exclude non-recurring state grants in all periods. • 2024 labor costs as a percent of revenue were 170 bps lower compared to 2023 Q4’22 Q1’23 Q2’23 Q3’23 Q4’23 Q1’24 Q2’24 Q3’24 Q4’24
Same-Store Non-Labor Operating Cost(1) Holding Steady 16 Total Operating Expense Excluding Labor Costs Trend (2) (1) Same-Store Community Portfolio includes operating results and data for 61 communities consolidated as of December 31, 2024. See appendix at the end of this presentation for definitions. (2) Amounts calculated as a percentage of revenues exclude non-recurring state grants in all periods. • 2024 advertising and promotions as a percent of revenue were 44 bps lower than 2023 • 2024 utilities costs as a percent of revenue were 30 bps lower than 2023 • 2024 margin loss of $0.7M (or 30 bps) compared to 2023 attributable to transition of Indiana state Medicaid programs Q4’22 Q1’23 Q2’23 Q3’23 Q4’23 Q1’24 Q2’24 Q3’24 Q4’24
Capitalization Summary as of December 31, 2024 17 Note: Dollars in ‘000s except for share price, share count, and strike price. Numbers may vary due to rounding. (1) Weighted average interest rate. For revolving loans, the rate displayed represents a weighted average of all days with outstanding borrowings. (2) Includes recurring payments for financed insurance premiums of $1.7M throughout 2025. (3) Variable exposure is synthetically limited with interest rate caps. Rates reflect all-in interest rate. (4) Assumes Company exercises its option to extend maturity by 12 months. (5) Total aggregate commitment under the Credit Facility of up to $150 million. On October 30, 2024, the Company drew down $60 million under its Credit Facility in anticipation of the closing of the Mansions acquisition, the discounted payoff of the outstanding loan principal for two communities located in Texas, and for general operating liquidity. Common Shares/ Market Cap (38.2%) Convertible Preferred Equity (4.5%) Net Debt (56.7%) Non - Controlling Interest (0.6%) Components of Enterprise Value Debt Summary Lender / (# of Communities) Maturity Rate Type Interest Rate (1) Debt Outstanding Fannie Mae - (18 communities) 2029 Fixed 4.35% 218,079$ Fannie Mae MCF Fixed - (19) 2029 Fixed 5.13% 147,969$ Fannie Mae MCF Variable 2029 Variable/Capped (3) 6.14% 49,194$ Ally - (18) 2027 (4) Variable/Capped (3) 6.50% 112,919$ Mortgage Lender #1 - (1) 2029 Variable/Capped (3) 6.00% 9,417$ Mortgage Lender #2 - (1) 2045 Fixed 3.95% 2,542$ Mortgage Lender #3 - (1) 2025 Fixed 4.25% 13,389$ Mortgage Lender #4 - (1) 2031 Fixed 3.00% 18,250$ Insurance and Other 2025 Fixed/Floating 6.82% 1,707$ Consolidated JV #1 - (4) 2026+ Variable/Some Capped (3) 7.70% 21,690$ Secured Credit Facility (12) (5) 2027 Variable 7.32% 60,000$ Total / Wtd. Average - - 5.40% 655,156$ Unconsolidated JV #1 - (4) 2027 Fixed 7.30% 11,449$ Non-Controlling Interest - - 7.65% (10,627)$ Total / Wtd. Average At Share - - 5.40% 655,977$ Convertible Preferred Summary Amount Outstanding 51,248$ Strike Price 40.00$ Shares (as-converted ) 1,281,205 Maturity Perpetual Coupon 11.0% Debt Schedule - Consolidated Communities Year Amortization Paydown Maturity Total - Year 2025 (2) ($2,027) ($2,000) ($13,144) ($17,171) 2026 ($1,846) ($3,000) ($15,290) ($20,136) 2027 (4) ($3,301) ($3,000) ($179,215) ($185,516) 2028 ($3,395) - - ($3,395) 2029 ($135) - ($408,427) ($408,562) Thereafter - - ($20,376) ($20,376) Totals ($10,704) ($8,000) ($636,452) ($655,156) Enterprise Value Closing Stock Price $ 23.08 Common Shares Outstanding 18,991,971 Market Capitalization 438,335$ Convertible Preferred Equity 51,248$ Consolidated Debt 655,156 Pro-rata Unconsolidated JV Debt 11,449 Less: Cash (16,992) Net Debt 649,612$ Add: Non-Controlling Interest 6,476 Enterprise Value 1,145,671$
2024 In-Place Performance Profile ~$65M Same-Store Community NOI(2) ~$4M Acquired Community NOI (at share)(1) 20 Communities $4,224 RevPOR 86.4% Occupancy 26.2% NOI Margin $5,901 RevPOR 76.0% Occupancy 21.7% NOI Margin 18 In-Place Run-Rate Annualized Pro Forma ~$13M Acquired Community NOI (at share) (1) 20 Communities 61 Communities See appendix at the end of this presentation for definitions. This information is not to scale, 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. (1) Includes the “Airy Hills” December 31, 2024 acquisition in Cincinnati, OH, which was not in operation at closing and is targeted to open mid-2025. (2) Community NOI is a non-GAAP financial measures (see reconciliation of non-GAAP financial measures in appendix tables at the end of this presentation). Q4’24 Acquisitions Community portfolio (at share) run-rate 2024 Same-Store Community portfolio run-rate ~$69M Total Portfolio NOI (at share) ~$65M Same-Store Community NOI(2) 61 Communities Pro Forma ~$78M Total Portfolio NOI (at share)
Illustrative Stabilized Incremental NOI Bridge(1) 19 ▪ 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) (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) 2024 Pro Forma Acquired Community NOI (at share) based on Q4’24 annualized in-place run rate: $5,901 RevPOR; 76.0% Occupancy; 21.7% NOI Margin. (3) Represents Same-Store Community Portfolio includes operating results and data for 61 communities consolidated as of December 31, 2024. See appendix at the end of this presentation for definitions. Same-Store NOI and Same-Store NOI Margin are non-GAAP financial measures (see reconciliation of non-GAAP financial measures in appendix tables at the end of this presentation). 2024 Same-Store Community NOI (3) 26.2% $11M NOI $22M NOI >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 (81 Communities) Same-Store portfolio at illustrative stabilization: 90% Occupancy 30% NOI Margin (61 Communities) 2024 Same-Store Community NOI Margin (3) Additional NOI Upside from Growth ~$65M ~$13M 2024 Pro Forma Acquired Community NOI (at share)(1)(2) $11M NOI 2024 acquisitions at illustrative stabilization: 90% Occupancy 30% NOI Margin (20 Communities) Existing Portfolio Illustrative Stabilized Total Portfolio NOI Pro Forma ~$78M In-Place Total Portfolio NOI (at share) + = ~$100M +
Capital Allocation Strategy 20
2024 Capital Allocation Strategy Scorecard 21 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) • Extended maturities in 18 individual Fannie Mae community mortgages (totaling $220M) to January 1, 2029 in consideration for $10M of principal paydowns through the revised maturities • Community improvements: approximately $2.1M in non-recurring capital expenditures (e.g. MC conversion, IL building refresh, interior, exterior & unit refreshes) • IT-related community upgrades: approximately $2.0M Creating Shareholder Value Balance of communities with higher-margin IL and need-based AL/MC Accretive Balance Sheet Purchases Accretive JV Investments Same-Store Offensive Capital Expenditure Projects Investments in Portfolio Debt Restructuring ~$159M in gross assets (12 communities)(1) (1) Subset of Acquired Community Portfolio as defined in appendix tables at the end of this presentation and includes wholly acquired communities: May 9 acquisition of one community in Macedonia, Ohio; October 1, acquisition (“Palm”) of eight communities in FL and SC, the November 1, 2024 acquisition (“Mansions”) of two communities in GA and the December 31, 2024 acquisition of the “Airy Hills” community in Cincinnati, OH. (2) Subset of Acquired Community Portfolio as defined in appendix tables at the end of this presentation and includes partially acquired communities: 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). ~$40M in gross assets at share (8 communities)(2) Geographies with limited supply and growing demand
Primed to Pursue Compelling Inorganic Growth Opportunity 22 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 poorly capitalized to invest in platforms that support both scale and operational excellence Full Control of Operations ✓ Willing and able to turnaround distressed situations ✓ Access to real-time data to aid investment decisions Sonida is A Differentiated Acquiror Creative Ways to Finance Acquisitions ✓ Can tailor investment structures depending on deal profile across wide range of instruments Financing Capabilities ✓ Excellent relationships with lenders ✓ Strong liquidity and corporate credit facility of $150M Operating Model ✓ Operating model unlocks greater asset performance through economies of scale synergies Deal Networking ✓ Local / regional teams cultivate relationships for off-market deals Sonida Has Acquired 20 Communities (Eight through JVs) representing ~1,700 Units in 2024
U.S. Senior Housing Trends: Continued Favorable Set-Up Data sourced from US Census, NIC MAP and Green Street. 800 825 850 875 900 925 950 975 1,000 1,025 ' 1 9 ' 2 0 ' 2 1 ' 2 2 Q 1 ' 2 3 Q 2 ' 2 3 Q 3 ' 2 3 Q 4 ' 2 3 Q 1 ' 2 4 Q 2 ' 2 4 Q 3 ' 2 4 Q 4 ' 2 4 Occupied Senior Housing Units (000s) - Top 99 Markets Highest on record Demographic-driven Demand Acceleration + Market-driven Decelerating Supply -Q4’24 senior housing unit 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 Seniors Housing Demand Expected to Increase Further as 80+ Population Expands Limited New Supply Drives Multi-Year Occupancy Gains 36.5%+ growth of 4M people to 18.8M through 2030 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 Senior Housing Unit Starts - Top 99 Markets More than 560,000 new units needed to meet all demand by 2030; only 191,000 will be added at current development rates 2024 2025 2026 2027 2028 2029 2030 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 10,000 11,000 12,000 13,000 Q 1 ' 1 5 Q 4 ' 1 5 Q 3 ' 1 6 Q 2 ' 1 7 Q 1 ' 1 8 Q 4 ' 1 8 Q 3 ' 1 9 Q 2 ' 2 0 Q 1 ' 2 1 Q 4 ' 2 1 Q 3 ' 2 2 Q 2 ' 2 3 Q 1 ' 2 4 Q 4 ' 2 4 % Occ % Inventory and Absorption Unit Starts Period Average 4’15 Q4’16 Q4’17 4’18 Q4’19 Q4’20 4’21 Q4’22 Q4’23 Q4’24 23
24 Select Operational Turnaround Case Studies Successful Track Record in Turning Around Underperforming Assets to Drive Improvement in Key Metrics ✓ Identified market need for MC units ✓ Converted 18 AL units to MC with $1.5M of CapEx investment ✓ Addition of signature Magnolia Trails memory care program created a full continuum of care and rightsized the AL component of the community The Waterford at Levis Commons Perrysburg, Ohio The Wellington at North Bend Crossing Cincinnati, Ohio ✓ Invested ~$700K to improve all common areas and refresh the MC wing ✓ Hired strong, experienced Executive Director and Clinical Leader to support strong sales leadership ✓ Drove improvement in each key metric and ended December 2024 at ~98% occupancy The Waterford at Plymouth Plymouth, Wisconsin ✓ Reopened and converted vacant AL building into 20 IL units with $0.6M of CapEx investment ✓ Hired strong, experienced Executive Director and Clinical Leader to support strong sales leadership 63% 86% 2022 2024 4,530 4,490 2022 2024 13% 28% 2022 2024 69% 96% 2022 2024 4,749 5,321 2022 2024 29% 2022 2024 Occupancy RevPOR ($)(1) NOI Margin(1) Occupancy RevPOR ($)(1) Occupancy RevPOR ($)(1) (5%) (1) See appendix at end of presentation for definitions. NOI Margin(1) NOI Margin(1) 4,512 4,756 2022 2024 21% 25% 2022 2024 80% 98% 2022 2024 Airy Hills, rebranded to The Wellington at North Bend Crossing –Vista (pictured), was acquired December 31, 2024. The property is strategically situated directly adjacent to Sonida’s The Wellington at North Bend Crossing (pictured above), a highly occupied and high- performing asset, creating a unique densification opportunity (see slides 24 and 25)
2024 Investment Profile 25 Funding Sources (in millions) In-place Metrics (at share) (2)Operating Strategies $82.4 $25.6 $93.9 $48.2 Mortgage Debt JV Partner Equity Sonida Equity Secured Credit Facility Summary • 20 properties (1) • ~$258M in gross assets acquired ($199M at share) • ~1,700 units • Average purchase price per unit of ~$151k Distressed assets with low occupancy and negative or low NOI • Require significant operational changes and in some instances capex to refresh and rebrand the asset Recovering assets that are still on the path to stabilization • Require light or no capex • Integration focus on expense control and margin optimization • ~$13M of annualized NOI • 76.0% Weighted Average Occupancy (Q4) • 21.7% NOI Margin (Q4) • $5,901 RevPOR (Q4) (1) Includes eight communities owned through JVs. (2) See appendix at the end of this presentation for definitions and reconciliations of non-GAAP financial measures.
Q4: Senior Housing Acquisition (“Airy Hills”) Overview 26 ▪ December 2024: Acquired a $16.3M upscale and amenitized community located in Cincinnati, OH ▪ Rebranded to the Wellington at North Bend Crossing - Vista 1 / 82 Properties / Units 50 / 32 AL / MC Unit Mix ~4 Years Asset Age Cincinnati, OH Wellington at North Bend Crossing (exisiting Sonida portfolio community) Airy Hills
Q4: Airy Hills – Acquisition Highlights 27 December 2024: Acquired upscale and amenitized community located in Cincinnati, OH ▪ Transaction funded with $18.25 million of seller-financing, including $2.0 million for capital expenditure investment into the facility (i.e. primarily FFE), which is expected to be utilized prior to the targeted mid-2025 opening ▪ Submarket with unmet demand and generally older physical product to drive lease-up Operational & Financial Upside ▪ Community, built in 2021, is highly attractive vs. competing inventory; average age of comparable inventory within a 5-mile radius substantially older at ~23 years ▪ Airy Hills community strategically situated directly adjacent to Sonida’s existing Wellington at North Bend Crossing community (a highly occupied and high-performing asset), creating a unique densification opportunity; Airy Hills rebranded to Wellington at North Bend Crossing - Vista High-Quality Portfolio in Attractive, High-Growth Markets ▪ Solidifies footprint in the Midwest and enhances regional density within highly attractive submarkets ▪ The two-asset “campus” with 203 units collectively, will provide a broad range of services to residents, further leveraging operating scale through cost efficiencies in an attractive and under-supplied market ▪ Brings Sonida’s greater Cincinnati portfolio total to five assets Enhanced Economies of Scale ▪ Acquired at $198k/unit, representing significant discount to original total construction cost ▪ Projected high-single digit yield on cost stabilization Unlocks Long- Term Value
Q4: Senior Housing Portfolio Acquisition (“Mansions”) Overview 28 (1) Based on estimates as of closing on November 1, 2024. November 2024: Acquired a $29M 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)
Q4: Mansions Portfolio – Acquisition Highlights 29 November 2024: Acquired 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
Q4: Senior Housing Portfolio Acquisition (“Palm”) Overview 30 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 $103M 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
Q4: Palm Portfolio – Acquisition Highlights 31 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)
Appendix – Supplemental Information 32
A-1 Operating Highlights A-2 Community NOI A-3 Net Operating Income Reconciliation A-4 Adjusted EBITDA Reconciliation A-5 Table of Contents Sonida Investment Portfolio - Market Fundamentals Definitions A-6 Non-GAAP Financial Measures A-7 33
Definitions A-1 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. Total Portfolio, is defined by the Company as all communities that are wholly or partially owned and managed communities that are not owned. Total Owned Operating Portfolio, is defined by the Company as all communities that are consolidated and wholly owned. Same-Store Community Portfolio, is defined by the Company as communities that are consolidated, wholly owned, and operational for the full period in both comparison years. Consolidated communities excluded from the same-store community portfolio include communities acquired or disposed of since the beginning of the prior year and certain communities that have experienced a casualty event that has significantly impacted their operations. Acquired Community Portfolio, is defined by the Company as communities that are wholly or partially owned, acquired in the current year or prior comparison year, and are not operational in both comparison years. Total Units, is defined by the Company as all units that are part of the Total Portfolio, including those that were out of service for the named period. Available Units, is defined by the Company as all units that are part of the Total Portfolio, excluding those that were out of service for the named period. Available Units is used in the calculation of RevPAR and occupancy.
Non-GAAP Financial Measures A-2 This Investor Presentation contains the financial measures (1) Net Operating Income and Adjusted Net Operating Income, (2) Net Operating Income Margin and Adjusted Net Operating Income Margin, (3) Adjusted EBITDA, and (4) Adjusted Operating Expenses, each of which is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, or revenue. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP, which are included below. The Company believes that presentation of Net Operating Income, Net Operating Income Margin, Adjusted Net Operating Income, Adjusted Net Operating Income Margin, and Adjusted Operating Expense as performance measures is useful to investors because such measures are some of the metrics used by the Company’s management to evaluate the performance of the Company’s owned portfolio of communities, to review the Company’s comparable historic and prospective core operating performance of the Company’s owned communities, and to make day-to-day operating decisions. The Company also believes that the presentation of such non-GAAP financial measures and Adjusted EBITDA is useful to investors because such measures provide an assessment of operational factors that management can impact in the short-term, primarily revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. Net Operating Income, Net Operating Income Margin, Adjusted Net Operating Income, Adjusted Net Operating Income Margin and Adjusted Operating Expense have material limitations as performance measures, including the exclusion of general and administrative expenses that are necessary to operate the Company and oversee its communities. Furthermore, such non-GAAP financial measures and Adjusted EBITDA exclude (i) interest that is necessary to operate the Company’s business under its current financing and capital structure, and (ii) depreciation, amortization, and impairment charges that may represent the wear and tear and/or reduction in value of the Company’s communities and other assets and may be indicative of future needs for capital expenditures. The Company may also incur income/expense similar to those for which adjustments may be made and such income/expense may significantly affect the Company’s operating results. Net Operating Income, Net Operating Income Margin, and Adjusted Operating Expense are non-GAAP performance measures that the Company defines as net income (loss) excluding: general and administrative expenses (inclusive of stock- based compensation expense), interest income, interest expense, other income/expense, provision for income taxes, settlement (income) 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 depreciation and amortization expense, gain on extinguishment of debt, long-lived asset impairment, and loss on non-recurring settlements with third parties. Net Operating Income Margin is calculated by dividing Net Operating Income by resident revenue. Adjusted Net Operating Income and Adjusted Net Operating Income Margin are further adjusted to exclude the impact from any non-recurring state grant funds received by the Company. Adjusted Operating Expense is further adjusted to exclude professional fees, settlement expense, non-income tax, non-property tax, and other expenses (e.g., corporate expenses not allocated to the communities). The Company presents these non-GAAP measures on a consolidated community and same-store community basis, as well as on an acquisition basis with respect to the senior living communities acquired by the Company during the applicable periods. Adjusted EBITDA is a non-GAAP performance measure that the Company defines as net income (loss) excluding: depreciation and amortization expense, interest income, interest expense, other expense/income, provision for income taxes; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include stock-based compensation expense, provision for bad debt, long-lived asset impairment, gain on extinguishment of debt, executive transition costs, casualty losses, and transaction and conversion costs.
Operating Highlights A-3 Note: Dollars in 000s. Numbers may vary due to rounding. See appendix for definitions. (1) Resident Revenue, Community NOI, Community NOI Margin %, Net Income (loss) include the impact of non-recurring state grants earned and received in the period, as follows: Q1 2023: $2.0M, Q2 2023: $0.4M and Q3 2023: $0.5M. There were no such non-recurring state grants earned in Q4 2023, Q1 2024, Q2 2024, Q3 2024, or Q4 2024. (2) Adjusted Community NOI excludes the impact of non-recurring state grants earned and received in the period as follows: $2.0 million, Q2 2023: $0.4 million, and Q3 2023: $0.5 million. There were no such non-recurring state grants earned in Q4 2023 or 2024.
A-4 Community NOI Portfolio Unit Build (as of December 31, 2024) Total Units 9,084 Owned Units, at share (5)(6) 7,050 Available Units, at share (5)(6)(7)(8) 6,861 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 as follows: Q1 2023: $2.0M, Q2 2023: $0.4M and Q3 2023: $0.5M. There were no such non-recurring state grants earned in Q4 2023, Q1 2024, Q2 2024, Q3 2024, or Q4 2024. (3) Includes benefits, overtime, payroll taxes and related labor costs, excluding contract labor. (4) Other Expenses includes casualty gains and losses, settlement expense, non- income tax, non-property tax, and other expenses and when combined with Adjusted Operating Expenses, represents Operating Expense per the 10-K. (5) At share applies to Sonida’s ownership share in JVs. KZ JV acquisition (Sonida’s 33% ownership share) and Palatine JV acquisition (Sonida’s 51% ownership share). (6) Excludes managed communities for this calculation. (7) Excludes 107 owned units that are out of service. (8) Excludes managed community units and the “Airy Hills” December 31, 2024 acquisition in Cincinnati, OH, which was not in operation at closing. Community never opened due to foreclosure on the construction borrower and is targeted to open mid-2025. Q4 2023 Same-Store Community NOI and NOI Margin benefited from $1M in credits related to appealed reassessments for real estate taxes and $0.7M IBNR for workers comp insurance
2023 2024 Q1 Q2 Q3 Q4 FY 2023 Q1 Q2 Q3 Q4 FY 2024 Net income (loss) 24,145 (12,212) (18,411) (14,629) (21,107) 27,019 (9,816) (14,265) (6,218) (3,280) General and administrative expense 7,063 6,574 8,615 9,946 32,198 7,211 9,178 11,793 11,815 39,997 Depreciation and amortization expense 9,881 9,927 9,943 10,137 39,888 9,935 10,067 10,729 13,320 44,051 Long-lived asset impairment - - 5,965 - 5,965 - - - - - Interest income (194) (188) (139) (87) (608) (139) (387) (853) (302) (1,681) Interest expense 8,867 8,558 9,020 9,673 36,118 8,591 8,964 9,839 9,596 36,990 Gain (loss) on extinguishment of debt, net (36,339) - - - (36,339) (38,148) - - (10,388) (48,536) Loss from equity method investment - - - - - - 35 146 714 895 Other income (expense), net (189) 117 124 480 532 479 (253) 153 161 540 Provision for income tax 69 53 83 48 253 66 59 68 46 239 Management fees (505) (531) (569) (586) (2,191) (594) (720) (1,151) (916) (3,381) Other expenses(1) 604 1,251 59 1,279 3,193 495 489 630 1,220 2,834 Total Community NOI 13,402 13,549 14,690 16,261 57,902 14,915 17,616 17,089 19,048 68,668 Less: Acquisition NOI - - - - - - 65 (277) (3,020) (3,232) Same-store Community NOI 13,402 13,549 14,690 16,261 57,902 14,915 17,681 16,812 16,028 65,436 Net Operating Income Reconciliation A-5 Note: Dollars in 000s. Numbers may vary due to rounding. (1) ) Other Expenses includes casualty gains and losses, settlement expense, non-income tax, non-property tax, and other expenses.
2023 2024 Q1 Q2 Q3 Q4 FY 2023 Q1 Q2 Q3 Q4 FY 2024 Adjusted EBITDA Net income (loss) 24,145 (12,212) (18,411) (14,629) (21,107) 27,019 (9,816) (14,265) (6,218) (3,280) Depreciation and amortization expense 9,881 9,927 9,943 10,137 39,888 9,935 10,067 10,729 13,320 44,051 Stock-based compensation expense 902 601 641 605 2,749 575 1,211 1,408 1,175 4,369 Provision for bad debt 238 96 249 568 1,151 398 483 629 1,086 2,596 Interest income (194) (188) (139) (87) (608) (139) (387) (853) (302) (1,681) Interest expense 8,867 8,558 9,020 9,673 36,118 8,591 8,964 9,839 9,596 36,990 Long-lived asset impairment - - 5,965 - 5,965 - - - - - Gain on extinguishment of debt, net (36,339) - - - (36,339) (38,148) - - (10,388) (48,536) Other (income) expense, net (189) 117 124 480 532 479 (253) 153 161 540 Provision for income taxes 69 53 83 48 253 66 59 68 46 239 Casualty gains/losses(1) - 456 204 348 1,008 298 557 267 947 2,069 Executive transition costs - - - - - - - - 2,157 2,157 Transaction and conversion costs(2) 414 130 1,591 2,159 4,294 399 465 2,098 768 3,730 Adjusted EBITDA 7,794 7,538 9,270 9,302 33,904 9,473 11,350 10,073 12,348 43,244 Noncontrolling Interest - - - - - - - (126) 34 (92) Pro Rata Adjusted EBITDA for Unconsolidated Joint Venture - - - - - - 277 701 (324) 654 Adjusted EBITDA, At-Share 7,794 7,538 9,270 9,302 33,904 9,473 11,627 10,648 12,058 43,806 Adjusted EBITDA Reconciliation A-6 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.
Sonida Investment Portfolio - Market Fundamentals A-7 (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 (32%) Secondary Markets (33%) Tertiary Markets (35%) Market Type Classification(4) Note: Dollars in 000s. Numbers may vary due to rounding. Sonida portfolio data presented on 81 owned assets as of December 31, 2024 (including eight owned through JVs). Data provided by NIC MAP Vision. Demographics data is current as of January 1, 2025. NIC MAP Vision Seniors Housing Inventory data is current as of the Q4 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.
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Mar. 17, 2025 |
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Mar. 17, 2025
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Sonida Senior Living, Inc.
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DE
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1-13445
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75-2678809
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14755 Preston Road
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Suite 810
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TX
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Dallas
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Sonida Senior Living (NYSE:SNDA)
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