DALLAS--(BUSINESS WIRE)--May 11, 2026--
Sonida Senior Living, Inc. (the "Company," "Sonida," "we," "our," or "us") (NYSE: SNDA), a leading owner, operator and investor of senior housing communities, today announced its results for the first quarter ended March 31, 2026.
"The first quarter of 2026 marks the beginning of a new phase of evolution for Sonida. With our operating foundation firmly in place, we are entering Phase 3 -- Compounding, with clear momentum and a focused strategy for creating long-term value. Our same-store portfolio delivered strong pro forma results in the quarter, with occupancy expanding 220 basis points year-over-year and community NOI increasing 14% with 170 basis points of margin expansion. As we scale across a larger, more integrated portfolio, tools like SPIN, our Sonida Performance Insight Navigator, are becoming central to how our community teams deliver high-quality care, manage resources efficiently, and drive sustainable NOI growth over time.
Alongside our operational progress, we recently introduced a refined capital allocation framework, prioritizing our highest-conviction opportunities, pursuing disciplined external growth, and maintaining balance sheet flexibility, all in service of compounding value deliberately and delivering durable, compelling long-term returns for our shareholders," said Brandon Ribar, President and CEO.
As previously announced, on March 11, 2026, the Company completed the acquisition of CNL Healthcare Properties, Inc. ("CHP"), a public non-traded real estate investment trust which owned a national portfolio of 69 high-quality senior housing communities, pursuant to the definitive merger agreement (the "Merger Agreement"), by and among the Company, CHP and its affiliates (the "CHP Merger"). Under the terms of the Merger Agreement, the Company acquired 100% of the outstanding common stock of CHP in a stock and cash transaction valued at approximately $1.8 billion, with approximately 66% of the consideration paid in the form of newly issued Sonida Common Stock and approximately 34% paid in cash. Specifically, each share of CHP common stock was converted into $2.32 in cash and 0.1318 shares of Sonida common stock, which was determined by dividing (a) $4.58 by (b) the volume weighted average price ("VWAP") of Sonida common stock during a measurement period prior to closing of the transaction was $35.93 and subject to a collar of 15% below the transaction reference price for the Sonida common stock of $26.74 (the "Transaction Reference Price") and 30% above the Transaction Reference Price.
First Quarter 2026
-- Resident revenue increased $29.1 million, or 36.7%, comparing Q1 2026
to Q1 2025 driven by the CHP Merger.
-- Pro forma1 weighted average occupancy at-share for the Company's
Same-Store Portfolio increased 220 basis points to 87.2% in Q1 2026 from
85.0% in Q1 20252.
-- Net loss attributable to Sonida shareholders for Q1 2026 was $41.2
million, as compared to $12.5 million for Q1 2025. This increase is
primarily due to a $25.5 million increase in transaction, transition and
restructuring costs in connection with the CHP Merger.
-- Q1 2026 Adjusted EBITDA and Pro forma Adjusted EBITDA, at-share,
non-GAAP measures, were $21.5 million and $48.0 million, respectively, as
compared to $13.6 million and $43.8 million, respectively, in Q1 2025.
-- Results for the Company's Same-Store Portfolio communities were as
follows:
-- Q1 2026 vs. Q1 20251:
-- Pro forma Revenue Per Available Unit ("RevPAR") increased
780 basis points to $4,601.
-- Pro forma Revenue Per Occupied Unit ("RevPOR") increased
500 basis points to $5,274.
-- Q1 2026 Community Net Operating Income, at-share and pro
forma community Net Operating Income, at-share, non-GAAP
measures, were $26.0 million and $48.0 million,
respectively, as compared to $19.0 million and $42.1
million, respectively, for Q1 2025.3
-- Q1 2026 Community Net Operating Income Margin, at-share
and pro forma community Net Operating Income Margin,
at-share, non-GAAP measures, were 28.9% and 31.2% as
compared to 28.5% and 29.5%, respectively, for Q1 2025.3
-- Q1 2026 vs. Q4 20251:
-- Pro forma RevPAR increased 230 basis points to $4,601.
-- Pro forma RevPOR increased 220 basis points to $5,274.
-- Q1 2026 Community Net Operating Income, at-share and pro
forma community Net Operating Income, at-share, a non-GAAP
measure, were $26.0 million and $48.0 million, respectively,
as compared to $20.7 million and $44.6 million,
respectively, for Q4 2025.3
-- Q1 2026 Community Net Operating Income Margin, at-share
and pro forma community Net Operating Income Margin,
at-share, a non-GAAP measure, were 28.9% and 31.2% as
compared to 29.2% and 29.7%, respectively, for Q4 2025.3
_____________________
1 References in this release to "pro forma" give effect to the Company's
acquisition of CHP as if it occurred on the first day of the periods
presented. These numbers are estimates based on ranges and subject to
revision. The pro forma numbers presented in this discussion are based on
the midpoint of the estimated range. See "CHP Adjusted Pro Forma Financial
Measures" on page 13 of this release for further discussion.
2 Please see "Definitions" on page 9 of this release for the definitions of
Same-Store Community Portfolio, RevPAR, and RevPOR.
3 Please see pages 9-12 of this release for reconciliations of non-GAAP
financial measures.
CHP Merger Capitalization
As previously announced, on March 10, 2026, the Company entered into a bridge loan agreement to provide for $270 million of bridge debt financing (the "Bridge Facility"). In addition, the Company incurred aggregate borrowings of $245 million under its revolving credit facility ("Revolving Credit Facility") and $525 million under its permanent term loans facility (the "Term Loans"). The Company's Revolving Credit Facility has a leverage-based pricing matrix of Secured Overnight Financing Rate ("SOFR") plus 1.35% margin and SOFR plus 2.00% margin, and a matures on March 10, 2030. The Term Loans are comprised of two equal tranches: a three-year tranche that matures March 10, 2029 and a five-year tranche that matures March 10, 2031. The Term Loans are subject to a leverage-based pricing matrix between SOFR plus 1.30% margin and SOFR plus 1.95% margin. The proceeds of the Bridge Facility, together with the proceeds of the Term Loans and the Revolving Credit Facility, were used to fund a portion of the cash consideration paid to the holders of common stock of CHP pursuant to the Merger Agreement, to repay certain existing unsecured senior indebtedness of CHP, to pay certain fees and expenses incurred in connection with the foregoing, to refinance the borrowings under the Company's then existing revolving credit facility, and for general corporate purposes. The Bridge Facility will mature on March 9, 2027. The Bridge Facility is subject to a leverage-based pricing matrix between SOFR plus 1.35% margin and SOFR plus 2.00% margin; provided that the margin applicable to the Bridge Facility will increase by 0.25% on each date that is 90, 180 and 270 days after March 10, 2026. The Company entered into a SOFR-based interest rate cap ("IRC") to reduce exposure to the variable interest rate fluctuations associated with the Bridge Facility. The IRC has a total cost of $35 thousand, an aggregate notional amount of $270 million, a 12-month term and a cap rate of 4.25%. The Bridge Facility is expected to be replaced through property-level financing prior to its maturity. The Company entered into a SOFR-based IRC to reduce exposure to the variable interest rate fluctuations associated with the Term Loans. The IRC has a total cost of $0.6 million, an aggregate notional amount of $262.5 million, a 36-month term and a cap rate of 4.50%.
On March 30, 2026, the Company incurred an additional $25 million in permanent term loans under the Term Loans facility, and on March 31, 2026, incurred an additional $25 million on the Revolving Credit Facility when it added an incremental lender into the two debt facilities. On March 31, 2026 the Company repaid $50 million of loans outstanding under the Bridge Facility. As a result of the transaction, as of March 31, 2026 the Term Loans increased to $550 million in permanent term loans in two equal tranches, the Revolving Credit Facility increased to a commitment of $430 million, and the Bridge Facility decreased to $220 million.
On May 7, 2026, the Company added an incremental lender to its Revolving Credit Facility and Term Loans facility, increasing each by $25 million. The funds were used on May 7, 2026 to repay $50 million of loans outstanding under the Bridge Facility. As a result of the transaction, as of May 7, 2026, the Term Loans increased to $575 million in permanent term loans in two equal tranches, the Revolving Credit Facility increased to a commitment of $455 million, and the Bridge Facility decreased to $170 million.
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