“Sonida's second quarter results reflect continued momentum from the strengthening of our operating platform and deliberate execution on our growth strategy. The Same-Store Portfolio saw occupancy expand 240 basis points year-over-year to 87.8% while NOI grew 16.9%, resulting in 250 basis points of margin expansion,” said
“With our operating foundation firmly in place, our primary objective continues to be driving sustained strong NOI growth in the existing portfolio, guided by our differentiated resident-first philosophy. We are pairing that organic growth with disciplined pipeline development that is funded by an increasingly flexible balance sheet and underwritten with a return-driven capital allocation framework. Moreover, our acquisitions are further enhanced with SPIN's density and data advantages, which sharpens how we deploy capital and integrate communities. Together, these give us confidence in our ability to deliver durable, long-term value for our shareholders.”
Second Quarter 2026 Highlights
- Net loss attributable to common shareholders of
$24.5 million , or$(0.52) per share. - Normalized Funds from Operations (“FFO”) of
$23.7 million , or$0.48 per share. - Adjusted EBITDA of
$50.0 million , an increase of 30.0%, over Adjusted EBITDA (pro forma) for Q2 2025. - Same-Store Net Operating Income (“NOI”) of
$51.5 million , an increase of 16.9% compared to prior year. - Same-Store weighted average occupancy of 87.8% and RevPOR of
$5,372 , representing increases of 240 basis points and 4.9%, respectively, from the same pro forma measures in prior year.
Subsequent Events
On
Liquidity and Capital Resources
On
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):
| Six Months Ended |
|
| |||||||||
|
| 2026 |
|
|
| 2025 |
|
| Change |
| ||
Net cash provided by (used in) operating activities | $ | (27,169 | ) |
| $ | 12,755 |
|
| $ | (39,924 | ) |
|
Net cash used in investing activities |
| (922,932 | ) |
|
| (37,471 | ) |
|
| (885,461 | ) |
|
Net cash provided by financing activities |
| 985,285 |
|
|
| 19,326 |
|
|
| 965,959 |
|
|
Increase (decrease) in cash, cash equivalents, and restricted cash | $ | 35,184 |
|
| $ | (5,390 | ) |
| $ | 40,574 |
|
|
In addition to
Conference Call Information
The Company will host a conference call with senior management to discuss the Company’s financial results for the three months ended
About the Company
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
For information about
Condensed Consolidated Statements of Operations (Unaudited) (in thousands, except per share data) | |||||||||||||||
| Three Months Ended |
| Six Months Ended | ||||||||||||
|
| 2026 |
|
|
| 2025 |
|
|
| 2026 |
|
|
| 2025 |
|
Revenues: |
|
|
|
|
|
|
| ||||||||
Resident revenue | $ | 188,023 |
|
| $ | 81,845 |
|
| $ | 296,450 |
|
| $ | 161,100 |
|
Rental income |
| 7,506 |
|
|
| — |
|
|
| 9,201 |
|
|
| — |
|
Management fee income |
| 1,185 |
|
|
| 1,134 |
|
|
| 2,330 |
|
|
| 2,195 |
|
Managed community reimbursement revenue |
| 10,934 |
|
|
| 10,546 |
|
|
| 22,299 |
|
|
| 22,153 |
|
Total revenues |
| 207,648 |
|
|
| 93,525 |
|
|
| 330,280 |
|
|
| 185,448 |
|
Expenses: |
|
|
|
|
|
|
| ||||||||
Operating expense |
| 135,030 |
|
|
| 61,420 |
|
|
| 217,706 |
|
|
| 121,834 |
|
General and administrative expense |
| 14,351 |
|
|
| 9,729 |
|
|
| 24,814 |
|
|
| 18,201 |
|
Transaction, transition and restructuring costs |
| 4,775 |
|
|
| 461 |
|
|
| 30,869 |
|
|
| 1,071 |
|
Depreciation and amortization expense |
| 43,183 |
|
|
| 13,646 |
|
|
| 63,143 |
|
|
| 27,332 |
|
Managed community reimbursement expense |
| 10,934 |
|
|
| 10,546 |
|
|
| 22,299 |
|
|
| 22,153 |
|
Third-party property management fees |
| 4,836 |
|
|
| — |
|
|
| 5,884 |
|
|
| — |
|
Total expenses |
| 213,109 |
|
|
| 95,802 |
|
|
| 364,715 |
|
|
| 190,591 |
|
Other income (expense): |
|
|
|
|
|
|
| ||||||||
Interest income |
| 321 |
|
|
| 986 |
|
|
| 540 |
|
|
| 1,228 |
|
Interest expense |
| (22,508 | ) |
|
| (9,271 | ) |
|
| (35,341 | ) |
|
| (18,717 | ) |
Gain on extinguishment of debt, net |
| 3,871 |
|
|
| — |
|
|
| 3,871 |
|
|
| — |
|
Loss from equity method investment |
| (604 | ) |
|
| (383 | ) |
|
| (812 | ) |
|
| (713 | ) |
Other income (expense), net |
| (15 | ) |
|
| 9,063 |
|
|
| 539 |
|
|
| 8,513 |
|
Loss before provision for income taxes |
| (24,396 | ) |
|
| (1,882 | ) |
|
| (65,638 | ) |
|
| (14,832 | ) |
Provision for income taxes |
| (325 | ) |
|
| (91 | ) |
|
| (533 | ) |
|
| (166 | ) |
Net loss |
| (24,721 | ) |
|
| (1,973 | ) |
|
| (66,171 | ) |
|
| (14,998 | ) |
Less: Net loss attributable to noncontrolling interests |
| 257 |
|
|
| 410 |
|
|
| 479 |
|
|
| 906 |
|
Net loss attributable to Sonida shareholders |
| (24,464 | ) |
|
| (1,563 | ) |
|
| (65,692 | ) |
|
| (14,092 | ) |
|
|
|
|
|
|
|
| ||||||||
Dividends on Series A convertible preferred stock |
| — |
|
|
| (1,409 | ) |
|
| (1,093 | ) |
|
| (2,818 | ) |
Deemed dividend on induced conversion of Series A convertible preferred stock |
| — |
|
|
| — |
|
|
| (19,069 | ) |
|
| — |
|
Net loss attributable to common shareholders | $ | (24,464 | ) |
| $ | (2,972 | ) |
| $ | (85,854 | ) |
| $ | (16,910 | ) |
|
|
|
|
|
|
|
| ||||||||
Weighted average common shares outstanding — basic |
| 46,806 |
|
|
| 18,093 |
|
|
| 35,987 |
|
|
| 18,070 |
|
Weighted average common shares outstanding — diluted |
| 46,806 |
|
|
| 18,093 |
|
|
| 35,987 |
|
|
| 18,070 |
|
|
|
|
|
|
|
|
| ||||||||
Basic net loss per common share | $ | (0.52 | ) |
| $ | (0.16 | ) |
| $ | (2.39 | ) |
| $ | (0.94 | ) |
Diluted net loss per common share | $ | (0.52 | ) |
| $ | (0.16 | ) |
| $ | (2.39 | ) |
| $ | (0.94 | ) |
Condensed Consolidated Balance Sheets (in thousands, except per share amounts) | |||||||
|
|
|
| ||||
| (unaudited) |
|
| ||||
Assets: |
|
|
| ||||
Current assets |
|
|
| ||||
Cash and cash equivalents | $ | 48,709 |
|
| $ | 11,008 |
|
Restricted cash |
| 16,747 |
|
|
| 19,264 |
|
Accounts receivable, net of allowance for credit losses of |
| 23,672 |
|
|
| 18,611 |
|
Prepaid expenses and other assets |
| 11,428 |
|
|
| 6,373 |
|
Assets held for sale |
| 9,540 |
|
|
| 9,453 |
|
Derivative assets |
| 342 |
|
|
| 8 |
|
Deferred issuance costs |
| — |
|
|
| 13,163 |
|
Total current assets |
| 110,438 |
|
|
| 77,880 |
|
Property and equipment, net |
| 2,188,633 |
|
|
| 736,188 |
|
Investment in preferred equity |
| — |
|
|
| — |
|
Investment in unconsolidated entities |
| 1,846 |
|
|
| 8,789 |
|
Intangible assets, net |
| 181,710 |
|
|
| 19,743 |
|
| 52,710 |
|
|
| — |
| |
Other assets, net |
| 13,404 |
|
|
| 2,245 |
|
Total assets (a) | $ | 2,548,741 |
|
| $ | 844,845 |
|
Liabilities: |
|
|
| ||||
Current liabilities |
|
|
| ||||
Accounts payable | $ | 18,261 |
|
| $ | 4,705 |
|
Accrued expenses |
| 59,855 |
|
|
| 71,663 |
|
Current portion of debt, net of deferred loan costs |
| 16,138 |
|
|
| 7,291 |
|
Deferred income |
| 10,964 |
|
|
| 7,275 |
|
Federal and state income taxes payable |
| 698 |
|
|
| 292 |
|
Liabilities held for sale |
| 13,873 |
|
|
| 13,529 |
|
Other current liabilities |
| 5,574 |
|
|
| 379 |
|
Total current liabilities |
| 125,363 |
|
|
| 105,134 |
|
Long-term debt, net of deferred loan costs |
| 1,555,414 |
|
|
| 682,450 |
|
Other long-term liabilities |
| 1,756 |
|
|
| 1,006 |
|
Total liabilities (a) |
| 1,682,533 |
|
|
| 788,590 |
|
Commitments and contingencies |
|
|
| ||||
Redeemable preferred stock: |
|
|
| ||||
Series A convertible preferred stock, |
| — |
|
|
| 51,249 |
|
Equity: |
|
|
| ||||
Sonida’s shareholders’ equity (deficit): |
|
|
| ||||
Preferred stock, |
|
|
| ||||
Authorized shares - 15,000 as of |
| — |
|
|
| — |
|
Common stock, |
|
|
| ||||
Authorized shares - 100,000 as of |
| 474 |
|
|
| 188 |
|
Additional paid-in capital |
| 1,417,809 |
|
|
| 490,804 |
|
Retained deficit |
| (556,695 | ) |
|
| (491,003 | ) |
Total Sonida shareholders’ equity (deficit) |
| 861,588 |
|
|
| (11 | ) |
Noncontrolling interest: |
| 4,620 |
|
|
| 5,017 |
|
Total equity |
| 866,208 |
|
|
| 5,006 |
|
Total liabilities, redeemable preferred stock and equity | $ | 2,548,741 |
|
| $ | 844,845 |
|
(a) The condensed consolidated balance sheets include the following amounts related to our consolidated Variable Interest Entity (VIE): | |||||||
Condensed Consolidated Statements of Cash Flows (Unaudited) (in thousands) | |||||||
|
|
|
| ||||
| Six Months Ended | ||||||
|
| 2026 |
|
|
| 2025 |
|
Cash flows from operating activities: |
|
|
| ||||
Net loss | $ | (66,171 | ) |
| $ | (14,998 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
|
|
| ||||
Depreciation and amortization |
| 63,143 |
|
|
| 27,332 |
|
Amortization of deferred loan costs |
| 3,259 |
|
|
| 844 |
|
(Gain) loss on derivative instruments, net |
| (3,057 | ) |
|
| 781 |
|
Gain on extinguishment of debt, net |
| (3,871 | ) |
|
| — |
|
Loss from equity method investment |
| 812 |
|
|
| 713 |
|
Provision for credit losses |
| 2,731 |
|
|
| 1,440 |
|
Non-cash stock-based compensation expense |
| 4,555 |
|
|
| 2,199 |
|
Other non-cash items |
| 312 |
|
|
| 364 |
|
Changes in operating assets and liabilities, net of business acquisition: |
|
|
| ||||
Accounts receivable, net |
| (1,895 | ) |
|
| (5,628 | ) |
Prepaid expenses |
| 1,082 |
|
|
| 2,010 |
|
Other assets, net |
| (1,086 | ) |
|
| (16 | ) |
Accounts payable and accrued expenses |
| (8,932 | ) |
|
| (3,265 | ) |
Federal and state income taxes payable |
| (332 | ) |
|
| (113 | ) |
Deferred income |
| (17,719 | ) |
|
| 1,270 |
|
Customer deposits |
| — |
|
|
| (178 | ) |
Net cash provided by (used in) operating activities |
| (27,169 | ) |
|
| 12,755 |
|
Cash flows from investing activities: |
|
|
| ||||
Acquisition of new business, net of cash acquired |
| (913,002 | ) |
|
| — |
|
Return of investment in unconsolidated entity |
| 11,109 |
|
|
| 392 |
|
Acquisition of investment in unconsolidated entities |
| (1,846 | ) |
|
| — |
|
Acquisition of new communities |
| — |
|
|
| (22,533 | ) |
Capital expenditures |
| (19,193 | ) |
|
| (15,330 | ) |
Net cash used in investing activities |
| (922,932 | ) |
|
| (37,471 | ) |
Cash flows from financing activities: |
|
|
| ||||
Proceeds from issuance of common stock, net of issuance costs |
| 108,780 |
|
|
| — |
|
Proceeds from issuance of debt |
| 1,152,500 |
|
|
| 29,000 |
|
Repayments of debt |
| (248,614 | ) |
|
| (6,567 | ) |
Capital contributions from noncontrolling investors in joint ventures |
| 717 |
|
|
| 287 |
|
Distributions to noncontrolling investors in joint ventures |
| — |
|
|
| (132 | ) |
Acquisition of noncontrolling interests |
| (3,577 | ) |
|
| — |
|
Purchase of derivative assets |
| (1,242 | ) |
|
| — |
|
Series A convertible preferred induced conversion consideration and closing costs |
| (5,125 | ) |
|
| — |
|
Dividends paid on Series A convertible preferred stock |
| (1,093 | ) |
|
| (2,818 | ) |
Deferred loan costs paid |
| (15,600 | ) |
|
| (62 | ) |
Other financing costs |
| (1,461 | ) |
|
| (382 | ) |
Net cash provided by financing activities |
| 985,285 |
|
|
| 19,326 |
|
Increase (decrease) in cash, cash equivalents, and restricted cash |
| 35,184 |
|
|
| (5,390 | ) |
Cash, cash equivalents, and restricted cash at beginning of period |
| 30,272 |
|
|
| 39,087 |
|
Cash, cash equivalents, and restricted cash at end of period | $ | 65,456 |
|
| $ | 33,697 |
|
Condensed Consolidated Statements of Cash Flows (Unaudited) (Continued) (in thousands) | ||||||
|
|
|
| |||
| Six Months Ended | |||||
|
| 2026 |
|
| 2025 | |
Supplemental Disclosures of Cash Flow Information |
|
|
| |||
Cash paid during the period for: |
|
|
| |||
Interest | $ | 35,392 |
|
| $ | 17,883 |
Income taxes paid, net | $ | 849 |
|
| $ | 267 |
Non-cash investing and financing activities: |
|
|
| |||
Non-cash common stock issued for acquisition of new business | $ | 771,819 |
|
| $ | — |
Non-cash issuance of common stock for induced conversion of Series A convertible preferred stock | $ | 47,656 |
|
| $ | — |
Non-cash modification of warrants | $ | 3,577 |
|
| $ | — |
Insurance financed through insurance notes payable | $ | — |
|
| $ | 3,293 |
Non-cash mortgage resolution | $ | 12,991 |
|
|
| |
Non-cash property and equipment disposed in mortgage resolution | $ | (9,486 | ) |
| $ | — |
Non-cash additions of property and equipment | $ | 1,545 |
|
| $ | 1,180 |
Non-cash right-of-use assets | $ | 1,053 |
|
| $ | 643 |
DEFINITIONS
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. Our management uses RevPOR for decision making, and we believe the measure provides useful information to investors, because it reflects the average amount of resident revenue we derive from an occupied unit per month without factoring occupancy rates. RevPOR is a significant driver of our senior housing revenue performance.
Same-Store Portfolio is defined by the Company as SHOP communities that are wholly or partially owned, and operational for the full year in each year beginning as of
Non Same-Store Portfolio is defined by the Company as SHOP communities that are wholly or partially owned and either (i) not operational or not owned for the full year in each year beginning as of
NON-GAAP FINANCIAL MEASURES
This earnings release contains the financial measures (1) Net Operating Income, (2) Net Operating Income Margin, (3) Adjusted EBITDA, (4) Nareit Funds from Operations (5) Normalized Funds from Operations and Normalized Funds from Operations per share and (6) Same-store amounts for certain of these metrics, each of which is not calculated in accordance with
The Company believes that presentation of Net Operating Income and Net Operating Income Margin as performance measures is useful to investors because such measures are some of the metrics used by the Company’s management to evaluate the performance of the Company’s owned portfolio of communities, to review the Company’s comparable historic and prospective core operating performance of the Company’s owned communities, and to make day-to-day operating decisions. The Company also believes that the presentation of such non-GAAP financial measures and Adjusted EBITDA is useful to investors because such measures provide an assessment of operational factors that management can impact in the short-term, primarily revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods.
Net Operating Income, Net Operating Income Margin and Adjusted EBITDA have material limitations as performance measures, including the exclusion of certain expenses that are necessary to operate the Company and oversee its communities. Furthermore, such non-GAAP financial measures 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 income (expense), provision for income taxes, management fee income, and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include depreciation and amortization expense, transaction, transition and restructuring costs, impairment of long-lived assets, 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. The Company presents these non-GAAP measures on a consolidated community and same-store community basis, and also on an at-share basis. In addition, for periods presented in which we did not own CHP during the full period, includes an adjustment representing the impact to NOI and NOI Margin from CHP (calculated on the same basis as the Company) for the applicable period as if the Company had acquired CHP on the first day of such period.
Adjusted EBITDA
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, gain on extinguishment of debt, other expense/income, provision for income taxes; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include stock-based compensation expense, provision for credit losses, long-lived asset impairment, casualty losses, and transaction, transition and restructuring costs. The Company presents this non-GAAP measure on an at-share basis. In addition, for periods presented in which we did not own CHP during the full period, includes an adjustment representing the impact to Adjusted EBITDA from CHP (calculated on the same basis as the Company) for the applicable period as if the Company had acquired CHP on the first day of such period.
Nareit Funds from Operations and Normalized Funds from Operations
Funds from operations (“FFO”), established by the
The Company defines Normalized FFO as Nareit FFO excluding other income (expense), net, transaction, transition and restructuring costs, net, expenses or recoveries related to significant disruptive events and casualty losses, non-recurring settlement fees, gains of extinguishment of debt, net, gains and losses on derivatives, net and changes in the fair value of financial instruments, and other normalized items related to noncontrolling interests and unconsolidated entities.
Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminish predictably over time. However, since real estate values historically have risen or fallen with market conditions, many industry investors deem presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For that reason, the Company considers Nareit FFO and Normalized FFO to be appropriate supplemental measures of operating performance.
Nareit FFO and Normalized FFO presented herein may not be comparable to those presented by other companies, which may define similarly titled measures differently than the Company does. Nareit FFO and Normalized FFO should not be considered as alternatives to net income attributable to common stockholders (determined in accordance with GAAP) as indicators of the Company’s financial performance or as alternatives to cash flow from operating activities (determined in accordance with GAAP) as measures of the Company’s liquidity, nor are they necessarily indicative of sufficient cash flow to fund all of the Company’s needs. The Company believes that in order to facilitate a clear understanding of the consolidated historical operating results of the Company, Nareit FFO and Normalized FFO should be examined in conjunction with net income attributable to common stockholders as presented elsewhere herein.
NET OPERATING INCOME AND NET OPERATING INCOME MARGIN (UNAUDITED)
The following table presents a reconciliation of the Non-GAAP Financial Measures of Net Operating Income and Net Operating Income Margin, in each case, on a consolidated community and same-store community basis to the most directly comparable GAAP financial measure of net income (loss) for the periods indicated:
(Dollars in thousands) | Three Months Ended |
| Three Months Ended |
| ||||||||
|
| 2026 |
|
|
| 2025 |
|
|
| 2026 |
|
|
Same-Store NOI (1) |
|
|
|
|
|
| ||||||
Net loss | $ | (24,721 | ) |
| $ | (1,973 | ) |
| $ | (41,450 | ) |
|
General and administrative expense |
| 14,351 |
|
|
| 9,729 |
|
|
| 10,463 |
|
|
Transaction, transition and restructuring costs |
| 4,775 |
|
|
| 461 |
|
|
| 26,094 |
|
|
Third-party management fees |
| 4,836 |
|
|
| — |
|
|
| 1,048 |
|
|
Depreciation and amortization expense |
| 43,183 |
|
|
| 13,646 |
|
|
| 19,960 |
|
|
Interest income |
| (321 | ) |
|
| (986 | ) |
|
| (219 | ) |
|
Interest expense |
| 22,508 |
|
|
| 9,271 |
|
|
| 12,833 |
|
|
Gain on extinguishment of debt, net |
| (3,871 | ) |
|
| — |
|
|
| — |
|
|
Loss from equity method investment |
| 604 |
|
|
| 383 |
|
|
| 208 |
|
|
Other (income) expense, net |
| 15 |
|
|
| (9,063 | ) |
|
| (554 | ) |
|
Provision for income taxes |
| 325 |
|
|
| 91 |
|
|
| 208 |
|
|
Rental income |
| (7,506 | ) |
|
| — |
|
|
| (1,695 | ) |
|
Management fee income |
| (1,185 | ) |
|
| (1,134 | ) |
|
| (1,145 | ) |
|
Other operating expenses (2) |
| 3,147 |
|
|
| 811 |
|
|
| 1,320 |
|
|
Consolidated SHOP NOI before at-share adjustments |
| 56,140 |
|
|
| 21,236 |
|
|
| 27,071 |
|
|
NOI attributable to unconsolidated investments (3) |
| 690 |
|
|
| 504 |
|
|
| 685 |
|
|
NOI attributable to noncontrolling interests (4) |
| (362 | ) |
|
| (274 | ) |
|
| (517 | ) |
|
NOI for Non Same-Store communities (1) |
| (4,968 | ) |
|
| (1,655 | ) |
|
| (1,252 | ) |
|
Same-Store SHOP NOI |
| 51,500 |
|
|
| 19,811 |
|
|
| 25,987 |
|
|
Pro forma NOI adjustment (5) |
| — |
|
|
| 24,229 |
|
|
| 22,034 |
|
|
Same-Store SHOP NOI (pro forma) (5) |
| 51,500 |
|
|
| 44,040 |
|
|
| 48,021 |
|
|
Resident revenue |
| 188,023 |
|
|
| 81,845 |
|
|
| 108,427 |
|
|
Resident revenue attributable to unconsolidated investments (3) |
| 2,699 |
|
|
| 2,333 |
|
|
| 2,595 |
|
|
Resident revenue attributable to noncontrolling interests (4) |
| (1,726 | ) |
|
| (1,752 | ) |
|
| (2,067 | ) |
|
Resident revenue for Non Same-Store communities (1) |
| (30,884 | ) |
|
| (13,592 | ) |
|
| (18,934 | ) |
|
Resident revenue for Same-Store pro forma adjustment (5) |
| — |
|
|
| 77,519 |
|
|
| 63,956 |
|
|
Same-Store SHOP resident revenue (pro forma) (5) | $ | 158,112 |
|
| $ | 146,353 |
|
| $ | 153,977 |
|
|
Same-Store SHOP NOI Margin (pro forma) (5) |
| 32.6 | % |
|
| 30.1 | % |
|
| 31.2 | % |
|
(1) Q2 2026 excludes 27 Non Same-Store consolidated communities. Q2 2025 excludes 14 Non Same-Store consolidated communities. Q1 2026 excludes 27 Non Same-Store consolidated communities. (2) Includes casualty loss, non-recurring settlement fees, income tax and personal property tax. (3) Sonida’s interests in joint ventures in which Sonida is the minority partner. (4) Minority partner’s interests in joint ventures in which Sonida is the majority partner. (5) Q1 2026 and Q2 2025 pro forma figures include CHP results as if Sonida acquired CHP on the first day of the applicable period. See “Pro Forma Financial Information” for important information regarding our presentation of pro forma information. | ||||||||||||
ADJUSTED EBITDA (UNAUDITED)
The following table presents a reconciliation of the Non-GAAP Financial Measure of Adjusted EBITDA before at-share adjustments, Adjusted EBITDA and Adjusted EBITDA, (pro forma) to the most directly comparable GAAP financial measure of net loss for the periods indicated:
(In thousands, except per share data) | Three Months Ended |
| ||||||
|
| 2026 |
|
|
| 2025 |
|
|
Adjusted EBITDA |
|
|
|
| ||||
Net loss | $ | (24,721 | ) |
| $ | (1,973 | ) |
|
Depreciation and amortization expense |
| 43,183 |
|
|
| 13,646 |
|
|
Stock-based compensation expense |
| 2,159 |
|
|
| 1,226 |
|
|
Provision for credit losses |
| 1,690 |
|
|
| 745 |
|
|
Interest income |
| (321 | ) |
|
| (986 | ) |
|
Interest expense |
| 22,508 |
|
|
| 9,271 |
|
|
Gain on extinguishment of debt, net |
| (3,871 | ) |
|
| — |
|
|
Other (income) expense, net |
| 15 |
|
|
| (9,063 | ) |
|
Provision for income taxes |
| 325 |
|
|
| 91 |
|
|
Casualty losses, settlements, and other (1) |
| 3,099 |
|
|
| 675 |
|
|
Transaction, transition and restructuring costs (2) |
| 4,775 |
|
|
| 461 |
|
|
Adjusted EBITDA before at-share adjustments | $ | 48,841 |
|
| $ | 14,093 |
|
|
Pro rata adjusted EBITDA for noncontrolling interest (3) |
| (262 | ) |
|
| (173 | ) |
|
Pro rata adjusted EBITDA for unconsolidated joint venture (4) |
| 1,416 |
|
|
| 736 |
|
|
Adjusted EBITDA | $ | 49,995 |
|
| $ | 14,656 |
|
|
Pro forma Adjusted EBITDA (5) |
| — |
|
|
| 23,814 |
|
|
Adjusted EBITDA (pro forma) | $ | 49,995 |
|
| $ | 38,470 |
|
|
|
|
|
|
| ||||
(1) Includes casualty loss, non-recurring settlement fees, and other. (2) Transaction, transition and restructuring costs relate to legal and professional fees incurred for transactions, restructuring projects, or related projects. (3) Minority partner’s interests in joint ventures in which Sonida is the majority partner. (4) Sonida’s interests in joint ventures in which Sonida is the minority partner. (5) Q2 2025 pro forma figures include CHP results as if Sonida acquired CHP on the first day of the period. See “Pro Forma Financial Information” for important information regarding our presentation of pro forma information. | ||||||||
NAREIT FFO AND NORMALIZED FFO RECONCILIATION (UNAUDITED)
The following table presents a reconciliation of the Non-GAAP Financial Measures of Nareit FFO and Normalized FFO to the most directly comparable GAAP financial measure of net loss for the period indicated:
(In thousands, except per share data) | Three Months Ended | ||
|
| ||
Nareit FFO and Normalized FFO |
| ||
Net loss attributable to common stockholders | $ | (24,464 | ) |
Depreciation and amortization expense |
| 43,183 |
|
Depreciation and amortization expense related to noncontrolling interest |
| (306 | ) |
Depreciation and amortization expense related to unconsolidated entity |
| 485 |
|
Nareit FFO | $ | 18,898 |
|
Other expense, net |
| 15 |
|
Casualty losses, settlements, and other (1) |
| 3,099 |
|
Transaction, transition and restructuring costs (2) |
| 4,775 |
|
Gain on extinguishment of debt, net |
| (3,871 | ) |
Normalized items related to noncontrolling interests and unconsolidated entities, net (3) |
| 1,154 |
|
Other normalized items, net |
| (353 | ) |
Normalized FFO | $ | 23,717 |
|
|
| ||
Diluted weighted average shares outstanding (4) |
| 48,929 |
|
Normalized FFO per share | $ | 0.48 |
|
(1) Includes casualty loss, non-recurring settlement fees, and other. (2) Transaction, transition and restructuring costs relate to legal and professional fees incurred for transactions, restructuring projects, or related projects. (3) Minority partner’s interests in joint ventures in which Sonida is the majority partner and Sonida’s interests in joint ventures in which Sonida is the minority partner. (4) Reflects the assumed exercise or conversion of all dilutive securities. | |||
PRO FORMA FINANCIAL INFORMATION
On
For periods presented in which we did not own CHP during the full period, we present certain historical measures during our earnings call and in this earnings release on a “pro forma” basis as if the
The historical CHP information used to prepare the historical pro forma information included herein is based on CHP’s books and records and, in certain cases, has been adjusted to conform to the Company’s presentation of certain metrics. For example, for NOI, NOI Margin and Adjusted EBITDA, we have included pro forma adjustments representing the impact of CHP as if we acquired CHP on the first day of the applicable period. These pro forma adjustments were calculated on the same basis as the Company calculates NOI, NOI Margin and Adjusted EBITDA. Accordingly, to the extent standalone CHP information is presented herein for historical periods it may not conform to similar information previously disclosed by CHP in its
We believe that the historical pro forma information represents a reasonable estimate of the results of the combined business for the periods preceding the consummation of the
The historical “pro forma” information presented during our earnings call and herein should not be viewed as a substitute for consolidated financial results presented in accordance with
Our independent registered public accounting firm has not audited, reviewed, compiled or applied agreed-upon procedures with respect to the historical combined information included herein and does not express an opinion or any other form of assurance with respect thereto.
CHP PRO FORMA ADJUSTMENTS (UNAUDITED)
The following table presents historical CHP pro forma information for the periods indicated:
(In thousands) |
| Three Months Ended | |||||
|
| ||||||
|
|
|
| ||||
Pro forma resident revenue | $ | 74,332 |
|
| $ | 90,406 |
|
Pro forma resident revenue for Non Same-Store Portfolio |
| (10,376 | ) |
|
| (12,887 | ) |
Pro forma resident revenue Same-Store adjustment | $ | 63,956 |
|
| $ | 77,519 |
|
|
|
|
| ||||
Pro forma SHOP NOI | $ | 24,122 |
|
| $ | 26,670 |
|
Pro forma Non Same-Store SHOP NOI |
| (2,088 | ) |
|
| (2,441 | ) |
Pro forma Same-Store NOI adjustment | $ | 22,034 |
|
| $ | 24,229 |
|
|
|
|
| ||||
Pro forma Adjusted EBITDA: |
|
|
| ||||
Pro forma SHOP NOI | * |
| $ | 26,670 |
| ||
Rental income | * |
|
| 7,183 |
| ||
Provision for credit losses | * |
|
| 227 |
| ||
General and administrative expenses | * |
|
| (5,750 | ) | ||
Third-party management fees | * |
|
| (4,516 | ) | ||
Pro Forma Adjusted EBITDA | * |
| $ | 23,814 |
| ||
* Not applicable. | |||||||
View source version on businesswire.com: https://www.businesswire.com/news/home/20260808259182/en/
Investor Relations
VP, Investor Relations
megan.caldwell@sonidaliving.com
ir@sonidaliving.com
jfinkelstein@sonidaliving.com
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