← Back to SNDA filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Sonida Senior Living, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help provide an understanding of our business and results of operations. This MD&A should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This report, including the following MD&A, contains forward-looking statements regarding future events or trends that should be read in conjunction with the risks, uncertainties and other factors described under “Cautionary Note Regarding Forward-Looking Statements” above in this Quarterly Report on Form 10-Q and “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 12, 2026, as well as “Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q. Actual results may differ materially from those projected in such statements as a result of such risks, uncertainties and other factors. Unless otherwise specified or where the context otherwise requires, references in this Quarterly Report on Form 10-Q to “our,” “we,” “us,” “Sonida”, the “Company” and “our business” refer to Sonida Senior Living, Inc., together with its consolidated subsidiaries.
Overview
The following discussion and analysis addresses (i) the Company’s results of operations for the three and six months ended June 30, 2026 and 2025, and (ii) liquidity and capital resources of the Company.
The Company is one of the largest, pure-play owner-operators and investors in U.S. senior living communities, with a focus on independent living, assisted living and memory care communities and services for senior adults. The Company’s operating strategy is to provide value to its senior living residents by providing quality senior living services at reasonable prices, while achieving and sustaining a strong, competitive position within its geographically concentrated regions, as well as continuing to enhance the performance of its operations. The Company primarily provides senior living services to the 75+ population, including independent living, assisted living, and memory care services. Many of the Company’s communities offer a continuum of care to meet each of their resident’s needs as they change over time. This continuum of care, which integrates independent living, assisted living, and memory care that may be bridged by home care through independent home care agencies, sustains our residents’ autonomy and independence based on their physical and mental abilities.
As of June 30, 2026, the Company owned, managed or was invested in 164 senior housing communities with over 16,500 total units across 35 states, including 152 owned senior housing communities (inclusive of 48 managed by third-party property managers, 15 leased pursuant to triple-net leases, three owned through a joint venture investment in a consolidated entity and four owned through a joint venture investment in an unconsolidated entity) and 12 communities that the Company managed on behalf of a third-party.
Strategic Merger with CHP
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 owns a national portfolio of 69 high-quality senior housing communities, pursuant to the definitive merger agreement (the “Merger Agreement”), by and among the Company, CHP and its affiliates (the “CHP Merger”). Under the terms of the Merger Agreement, the Company acquired 100% of the outstanding common stock of CHP in a stock and cash transaction valued at approximately $1.8 billion, with approximately 66% of the consideration paid in the form of newly issued Sonida Common Stock and 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.
In addition, to provide cash funding for the CHP Merger, entities affiliated with Conversant Capital, LLC and Silk Partners LP, two of the Company’s largest shareholders, funded an aggregate amount of $110.0 million, less $1.2 million in issuance costs, in exchange for the issuance of 4,113,688 of Sonida Common Stock on March 11, 2026 in a private placement pursuant to Section 4(a)(2) of the Securities Act at a price per share equal to the Transaction Reference Price of $26.74, in accordance with certain investment agreements. The remainder of the cash consideration was funded with cash from the balance sheets of the Company and CHP along with debt financing as described below.
See “Note 2–CHP Merger” in the Notes to Condensed Consolidated Financial Statements for additional information.
We expect our 2026 results of operations to be materially impacted by the CHP Merger as a result of acquiring 69 senior housing communities.
37
Financial and Operational Highlights
Operations
For the three months ended June 30, 2026, the Company generated resident revenue of $188.0 million compared to resident revenue of $81.8 million for the three months ended June 30, 2025, representing an increase of 129.7%. The increase in revenue was primarily due to 54 additional senior housing operating properties (“SHOP”) acquired in the CHP Merger, 3 SHOP communities acquired in 2025, increased average rent rates, and increased occupancy.
During the six months ended June 30, 2026, the Company generated resident revenue of $296.5 million compared to $161.1 million during the six months ended June 30, 2025, representing an increase of 84.0%. The increase in revenue was primarily due to 54 additional SHOP communities, increased occupancy, increased average rent rates, and five additional communities that were acquired during 2025 and 2026.
Operating Leases
As of June 30, 2026, the Company owned 15 senior housing communities that were leased to third-party tenants under triple-net operating leases that it acquired as part of the CHP Merger. The operating leases generated $7.5 million and $9.2 million of rental income for the three and six months ended June 30, 2026. Under the terms of the Company’s triple-net lease agreements, each tenant is responsible for the payment of real estate taxes, general liability insurance, utilities, repairs and maintenance, including structural and roof maintenance expenses. Sonida is not involved in the property management of these communities.
Management Services
The Company has property management agreements with third parties and its joint ventures pursuant to which the Company manages certain communities on their behalf for a management fee based on gross revenues of the applicable communities, as well as, in some cases, an incentive management fee, and other customary terms and conditions. The Company managed 12 communities and 13 communities on behalf of a third party for the six months ended June 30, 2026 and 2025, respectively. The Company also managed four communities on behalf of an unconsolidated joint venture and three communities in consolidated joint ventures for the six months ended June 30, 2026.
Investment in Consolidated VIE
On March 31, 2026, the Company purchased the 49% membership interest of its minority partner PAL SSL Decatur JV, LLC which owns a community in Georgia. Total purchase price for the remaining minority interest was $3.8 million, which includes the assumption of the outstanding mortgage as of the purchase price date. The community is now a wholly-owned subsidiary of the Company. Prior to March 31, 2026, the Company managed four communities owned by subsidiaries of Palatine Capital Partners (“Palatine”) through two joint ventures under a management agreement and also provided reporting services for the joint ventures. The Company will now manage three communities for the remaining Palatine joint venture.
Assets and Liabilities Held for Sale
As of June 30, 2026, the Company classified one community as held for sale in accordance with ASC 360 in its condensed consolidated balance sheets. The community has an executed purchase and sale agreement signed in May 2026. The community did not meet the criteria for classification as a discontinued operation under ASC 205-20, as the sale did not represent a strategic shift that has or will have a major effect on the Company’s operations and financial results. See “Note 4–Investments, Acquisitions and Assets Held for Sale” and “Note 18–Subsequent Events” in the Notes to Condensed Consolidated Financial Statements.
38
Recent Financing
At-the-Market Equity Offerings
Subsequent to quarter end, the Company sold 671,732 shares of common stock pursuant to its ATM Program at a weighted average price of $41.05 for $27.3 million in net proceeds. See “Note 9–Securities Financing” in the Notes to condensed consolidated financial statements.
Ally Term Loan
On August 7, 2026 the Company entered into the Second Amended and Restated Term Loan Agreement with Ally Bank (“Ally Term Loan”) which provides up to $380.0 million in borrowings. At closing, the Company drew $372.5 million on the Ally Term Loan and will have a delayed draw of $7.5 million available subject to achieving certain debt yields and debt service coverages ratios. The funds were used to fully repay the existing $122.0 million term loan with Ally and the $170.0 million on the Bridge Facility, with the remaining net proceeds used to pay down $70.0 million on the Revolving Credit Facility. The loan has a five-year maturity with two one-year extension options and an interest rate of SOFR plus 185 basis points. The Ally Term Loan is secured by 28 of the Company’s communities. See “Note 18–Subsequent Events” in the Notes to Consolidated Financial Statements.
Senior Secured Revolving Credit Facility
As of June 30, 2026, the Company has an amended and restated revolving credit facility (the “Revolving Credit Facility”) which was used to fund a portion of the cash consideration necessary for the CHP Merger along with transaction costs and fund the future liquidity needs of the Company. The Revolving Credit Facility increased the available commitments to $455.0 million, extended the maturity to March 10, 2030, reduced the leverage-based pricing matrix to between SOFR plus 1.35% margin and SOFR plus 2.00% margin, expanded the participating lenders, and effected certain other changes. See “Note 2–CHP Merger” in the Notes to condensed consolidated financial statements.
As of June 30, 2026, the Company has $258.0 million of borrowings outstanding under the Revolving Credit Facility at a weighted average interest rate of 5.7%, which was secured by 83 of the Company's senior living communities. See “Note 8–Debt” in the Notes to condensed consolidated financial statements. See “Note 18–Subsequent Events” in the Notes to condensed consolidated financial statements.
Secured Term Loans
During the six months ended June 30, 2026, the Company obtained $575.0 million in permanent term loans in two equal tranches (the “Term Loans”) to fund a portion of the cash consideration necessary for the CHP Merger. The Term Loans are comprised of 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, and are otherwise subject to the same guarantees and security provisions, events of default, corporate covenants and borrowing base availability requirements of the Revolving Credit Facility. The Term Loans are secured by 83 of the Company's senior living communities. The Company entered into a SOFR-based interest rate cap (“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 SOFR-based interest rate cap of 4.50%. During June 2026, the Company entered into a SOFR-based interest rate swap (“IR Swap”) transaction for an aggregate notional amount of $287.5 million to reduce exposure to interest rate fluctuations associated with the term loan tranche maturing in five years at no cost to the Company. The interest rate swap is structured as floating to fixed with a fixed interest rate of 4.105% and a 57-month term. The Company has the option to early terminate the IR Swap beginning in June 2027 for up to 4.5% of the notional amount outstanding. See “Note 8–Debt” and “Note 18–Subsequent Events” in the Notes to condensed consolidated financial statements.
Secured Bridge Facility
In order to fund the remaining portion of the CHP Merger, the Company obtained a 364-day senior secured bridge facility (the “Bridge Facility”), which was funded on March 10, 2026 under our A&R Credit Agreement. As of June 30, 2026, the outstanding balance on the Bridge Facility was $170.0 million which was secured by 83 of the Company's senior living communities. The Bridge Facility matures on March 9, 2027 and is subject to a leverage-based pricing matrix between SOFR plus 1.35% margin and SOFR plus 2.00% margin. The Bridge Facility is subject to the same guarantees and security provisions, events of default, corporate covenants and borrowing base availability requirements as the A&R Credit Agreement. Subsequent
39
to quarter end, the Company has paid off the Bridge Facility balance. See “Note 8–Debt” and “Note 18–Subsequent Events” in the Notes to condensed consolidated financial statements.
Mortgage Loan Extinguishment
On June 30, 2026, we completed the sale of one of our communities for a sales price of $9.4 million. At the time of the sale, the community had an outstanding loan principal balance of $13.0 million. As part of the sale, the mortgage lender agreed to accept payment from the buyer and forgave Sonida of the remaining balance due on the loan and $0.4 million of accrued interest. The transaction resulted in a gain on extinguishment of debt of $3.9 million for the three and six months ended June 30, 2026.
Application of Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and related notes. Actual results could differ from those estimates. For a discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the year ended December 31, 2025.
Business Combinations
For a real estate acquisition accounted for as a business combination, we allocate the acquisition consideration (excluding acquisition costs) to the assets acquired and liabilities assumed at fair value as of the acquisition date. Any excess of the consideration transferred relative to the fair value of the net assets acquired is accounted for as goodwill. Acquisition costs related to business combinations are expensed as incurred.
We make estimates as part of our process for allocating acquisition consideration to the various identifiable assets, liabilities, and noncontrolling interests based upon the relative fair value of each asset, liability, or noncontrolling interest. These fair values are determined using standard valuation methodologies, such as the cost, market, and income approach. These methodologies require various assumptions, including those of a market participant. We utilize available market information in our assessment, such as capitalization and discount rates and comparable sale transactions. The most significant components of our allocations are typically buildings as-if-vacant, land, and lease intangibles. In the case of allocating fair value to buildings and intangibles, our fair value estimates will affect the amount of depreciation and amortization we record over the estimated useful life of each asset acquired. In the case of allocating fair value to in-place leases, we make our best estimates based on our evaluation of the specific characteristics of each tenant’s lease. Factors considered include estimates of carrying costs during hypothetical expected lease-up periods, market conditions, and costs to execute similar leases. Our assumptions affect the amount of depreciation and amortization expense that we will recognize over the remaining useful life for the acquired in-place leases.
Recent Accounting Guidance Adopted
See “Note 3–Summary of Significant Accounting Policies” in the Notes to Condensed Consolidated Financial Statements for a discussion of new accounting pronouncements and our assessment of any expected impact of these pronouncements, if known.
40
Results of Operations
The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes, which are included in “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q. The results of operations for any particular period are not necessarily indicative of results for any future period.
We use the operating measures described below in connection with operating and managing our business and reporting our results of operations.
Same-Store Portfolio is defined by the Company as SHOP communities that are wholly or partially owned, and operational for the full year in each year beginning as of January 1st of the prior year. The same-store community portfolio excludes the non same-store community portfolio. Our management uses same-store community operating results and data for decision making and components of executive compensation, and we believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the comparison periods, communities acquired or disposed during the comparison periods (or planned for disposition). In addition, some of the CHP SHOP communities were evaluated for inclusion in the Same-Store Portfolio and have been included by the Company for the applicable periods.
Non Same-Store Portfolio is defined by the Company as SHOP communities that are wholly or partially owned and either (i) not operational or not owned for the full year in each year beginning as of January 1st of the prior year or (ii) have undergone or are undergoing strategic repositioning as a result of significant changes in the business model, care offerings, and/or capital re-investment plans, that in each case, have disrupted, or are expected to disrupt, normal course operations. These communities will be included in the Same-Store Portfolio once operating under normal course operating structures for the full year in each year beginning as of January 1st of the prior year. In addition, the CHP SHOP communities that were not included in the Same-Store Portfolio are included in the Non Same-Store Portfolio as if they were owned by the Company at the beginning of the applicable period.
Senior Housing / Senior Housing Operating Properties (SHOP) “Senior Housing” is defined as residential real estate assets designed to accommodate the needs of senior residents, including but not limited to independent living, assisted living, and memory care facilities. Within this category, “Senior Housing Operating Properties” (SHOP) refers exclusively to those properties in which the Company, directly or through third-party management agreements, maintains operational control and bears the associated risks and rewards of ownership, including but not limited to occupancy, revenue generation, and operating expenses. For the avoidance of doubt, this definition expressly excludes senior housing properties subject to triple net lease (“NNN”) agreements. Under such agreements, operational responsibilities, including property management, operating expenses, and financial performance, are borne solely by the lessee, and the Company’s involvement is limited to receiving fixed rental payments. As such, NNN Portfolio assets are not included within the scope of the SHOP portfolio.
NNN Portfolio is defined by the Company as wholly owned senior housing properties that are leased to third-party tenants under triple-net or similar lease structures, where the tenant bears all or substantially all of the costs (including cost for real estate taxes, utilities, insurance and ordinary repairs). The Company is not involved in property management.
Community Operating Expense is a financial measure not calculated in accordance with GAAP. It is defined by the Company as community operating expenses excluding casualty loss, non-recurring settlement fees, income tax and personal property tax. Please see “—Non-GAAP Financial Measures” below for more information.
RevPAR, or average monthly revenue per available unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. The RevPAR calculation does not include rental income. Our management uses RevPAR for decision making and components of executive compensation, and we believe the measure provides useful information to investors, because the measure is an indicator of senior housing resident fee revenue performance that reflects the impact of both senior housing occupancy and rate.
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. The RevPOR calculation does not include rental income. 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.
Weighted Average Occupancy reflects the percentage of units at our owned communities being utilized by residents over a reporting period. We measure occupancy rates on both a consolidated community portfolio basis and a same-store community portfolio basis. Our management uses weighted average occupancy for decision making and components of executive
41
compensation, and we believe the measure provides useful information to investors, because it is a significant driver of our resident revenue performance.
This section includes the non-GAAP performance measure Adjusted EBITDA. See “—Non-GAAP Financial Measures” below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable measure in accordance with GAAP.
42
Three months ended June 30, 2026 as compared to three months ended June 30, 2025
Summary Operating Results
The following table summarizes our overall operating results for the three months ended June 30, 2026 and 2025:
Three Months Ended
June 30, Increase (Decrease)
(in thousands) 2026 2025 $ %
Net loss $ (24,721) $ (1,973) $ (22,748) *
Resident revenue 188,023 81,845 106,178 129.7 %
Community operating expense 1 131,883 60,609 71,274 117.6 %
Community net operating income 2 56,140 21,236 34,904 164.4 %
Adjusted EBITDA 2 $ 48,841 $ 14,093 $ 34,748 246.6 %
(1) Q2 2026 and Q2 2025 excludes casualty loss, non-recurring settlement fees, income tax and personal property tax of $3.1 million and $0.8 million, respectively.
(2) See “Non-GAAP Financial Measures.”
The following table summarizes our segment data for the three months ended June 30, 2026 and 2025, including operating results and data for our segment portfolio.
Three Months Ended
June 30, Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2026 2025 $ - % %
Resident revenue $ 188,023 $ 81,845 $ 106,178 129.7 %
Total community operating expense 1 131,883 60,609 71,274 117.6 %
Total community net operating income 56,140 21,236 34,904 164.4 %
Number of communities owned (period end) 2 152 82 70 85.4 %
Total average units 13,410 6,907 6,503 94.2 %
RevPAR $ 4,674 $ 3,950 $ 724 18.3 %
Weighted average occupancy 86.5 % 84.4 % 2.1 % 2.5 %
RevPOR $ 5,401 $ 4,679 $ 722 15.4 %
Same-Store Operating Results 3
Resident revenue $ 157,139 $ 68,253 $ 88,886 130.2 %
Community operating expense 1 105,967 48,672 57,295 117.7 %
Community net operating income 51,172 19,581 31,591 161.3 %
Number of communities owned (period end) 111 68 43 63.2 %
Total average units 11,159 5,706 5,453 95.6 %
RevPAR $ 4,694 $ 3,988 $ 706 17.7 %
Weighted average occupancy 87.7 % 85.3 % 2.4 % 2.8 %
RevPOR $ 5,350 $ 4,674 $ 676 14.5 %
(1) Q2 2026 and Q2 2025 excludes casualty loss, non-recurring settlement fees, income tax and personal property tax of $3.1 million and $0.8 million, respectively.
(2) Excludes four unconsolidated communities.
(3) Q2 2026 excludes unconsolidated communities and 26 non same-store consolidated communities. Q2 2025 excludes 14 non same-store consolidated communities and 15 triple-net lease communities.
The increase in resident revenue was primarily attributable to an additional 54 SHOP communities acquired in connection with the CHP Merger, and a 17.7% increase in same-store RevPAR, comprised of a 14.5% increase in same-store portfolio RevPOR and a 240 basis point increase in same-store weighted average occupancy.
43
The increase in rental income of $7.5 million was derived from the 15 triple-net senior housing communities that were acquired in connection with the CHP Merger.
The increase in community operating expense was primarily attributable to an increase in operating expenses related to the 54 additional SHOP communities acquired in 2026.
The increase in net loss was primarily attributable to the increase in transaction, transition and restructuring costs related to the CHP Merger, an increase in community operating expense, and an increase in depreciation and amortization expense, partially offset by the increase in resident fees and rental income.
The increase in Adjusted EBITDA was primarily attributable to new communities added during the year and an increase in resident fees, partially offset by the increase in community operating expense.
Expenses and Other
Three Months Ended
June 30, Increase (Decrease)
(in thousands) 2026 2025 $ - % %
Management fee income $ 1,185 $ 1,134 $ 51 4.5 %
General and administrative expense 14,351 9,729 4,622 47.5 %
Transaction, transition and restructuring costs 4,775 461 4,314 935.8 %
Depreciation and amortization expense 43,183 13,646 29,537 216.5 %
Interest income 321 986 (665) (67.4) %
Interest expense (22,508) (9,271) (13,237) 142.8 %
Gain on extinguishment of debt 3,871 — 3,871 — %
Other income (expense), net $ (15) $ 9,063 $ (9,078) (100.2) %
General and administrative expense for the three months ended June 30, 2026 increased as compared to the three months ended June 30, 2025, primarily due to an increase in stock-based compensation of $0.9 million combined with an increase in labor and employee related expenses of $2.7 million, and an increase in other expenses of $1.0 million to support the Company’s growth initiatives.
Transaction, transition and restructuring costs increased for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The costs incurred during the three months ended June 30, 2026 primarily include legal, audit, banking and other costs to support the Company’s recent debt and restructuring activities in connection with the CHP Merger.
Depreciation and amortization expense for the three months ended June 30, 2026 increased as compared to the three months ended June 30, 2025, primarily due to additional expense related to the 54 additional SHOP communities acquired in 2026 and three acquired during 2025.
Interest expense for the three months ended June 30, 2026 increased as compared to the three months ended June 30, 2025, due to the incremental borrowings associated with the Company's recent CHP Merger.
Other income (expense), net for the three months ended June 30, 2026 decreased as compared to the three months ended June 30, 2025, primarily driven by a change of $8.8 million in other income for recognized gross employee retention credits received from Coronavirus Aid, Relief, and Economic Security Act (“CARES”) funding for businesses that had certain employee costs and were affected by the coronavirus pandemic.
Six months ended June 30, 2026 as compared to six months ended June 30, 2025
Summary Operating Results
The following table summarizes our overall operating results for the six months ended June 30, 2026 and 2025.
44
Six Months Ended
June 30, Increase (Decrease)
(in thousands) 2026 2025 $ %
Net income (loss) $ (66,171) $ (14,998) $ (51,173) 341.2 %
Resident revenue 296,450 161,100 135,350 84.0 %
Community operating expense 1 213,239 119,723 93,516 78.1 %
Community net operating income 2 83,211 41,377 41,834 101.1 %
Adjusted EBITDA 2 $ 70,370 $ 27,658 $ 42,712 154.4 %
(1) Q2 2026 YTD and Q2 2025 YTD excludes casualty loss, non-recurring settlement fees, income tax and personal property tax of $4.5 million and $2.1 million, respectively.
(2) See “Non-GAAP Financial Measures.”
The following table summarizes our segment data for the six months ended June 30, 2026 and 2025, including operating results and data for our segment portfolio.
Six Months Ended
June 30, Increase (Decrease)
(in thousands, except communities, units, occupancy, RevPAR, and RevPOR) 2026 2025 $ - % %
Resident revenue $ 296,450 $ 161,100 $ 135,350 84.0 %
Total community operating expense 1 213,239 119,723 93,516 78.1 %
Total community net operating income 83,211 41,377 41,834 101.1 %
Number of communities owned (period end) 2 152 83 69 83.1 %
Total average units 10,960 6,893 4,067 59.0 %
RevPAR $ 4,508 $ 3,895 $ 613 15.7 %
Weighted average occupancy 86.0 % 84.4 % 1.6 % 1.9 %
RevPOR $ 5,245 $ 4,613 $ 632 13.7 %
Same-Store Operating Results 3
Resident revenue $ 246,632 $ 134,464 $ 112,168 83.4 %
Community operating expense 169,641 96,158 73,483 76.4 %
Community net operating income 76,991 38,306 38,685 101.0 %
Number of communities owned (period end) 111 68 43 63.2 %
Total average units 9,013 5,706 3,307 58.0 %
RevPAR $ 4,561 $ 3,928 $ 633 16.1 %
Weighted average occupancy 87.6 % 85.2 % 2.4 % 2.8 %
RevPOR $ 5,207 $ 4,610 $ 597 13.0 %
(1) Q2 2026 YTD and Q2 2025 YTD excludes casualty loss, non-recurring settlement fees, income tax and personal property tax of $4.5 million and $2.1 million, respectively.
(2) Excludes four unconsolidated communities.
(3) Q2 2026 YTD excludes unconsolidated communities and 26 non same-store consolidated communities. Q2 2025 YTD excludes 14 non same-store consolidated communities and 15 triple-net lease communities.
The increase in resident revenue was primarily attributable to an additional 54 SHOP communities acquired in connection with the CHP Merger, and a 16.1% increase in same-store RevPAR, comprised of a 13.0% increase in same-store portfolio RevPOR and a 240 basis point increase in same-store weighted average occupancy.
The increase in rental income of $9.2 million was derived from the 15 triple-net senior housing communities that were acquired in connection with the CHP Merger.
The increase in community operating expense was primarily attributable to an increase in operating expenses related to the 54 additional SHOP communities acquired in 2026.
45
The increase in net loss was primarily attributable to the increase in transaction, transition and restructuring costs related to the CHP Merger, an increase in community operating expense, and an increase in depreciation and amortization expense, partially offset by the increase in resident fees and rental income.
The increase in Adjusted EBITDA was primarily attributable to new communities added during the year and an increase in resident fees, partially offset by the increase in community operating expense.
Expenses and Other
Six Months Ended
June 30, Increase (Decrease)
(in thousands) 2026 2025 $ %
Management fee income $ 2,330 $ 2,195 $ 135 6.2 %
General and administrative expense 24,814 18,201 6,613 36.3 %
Transaction, transition and restructuring costs 30,869 1,071 29,798 2,782.3 %
Depreciation and amortization expense 63,143 27,332 35,811 131.0 %
Interest income 540 1,228 (688) (56.0) %
Interest expense (35,341) (18,717) (16,624) 88.8 %
Gain on extinguishment of debt 3,871 — 3,871 — %
Other income, net $ 539 $ 8,513 $ (7,974) (93.7) %
General and administrative expense for the six months ended June 30, 2026 increased as compared to the six months ended June 30, 2025, primarily due to a result of an increase in stock-based compensation of $2.4 million combined with an increase of $3.4 million in labor and employee related expenses, and an increase in other expenses of $0.8 million to support the Company’s growth initiatives.
Transaction, transition and restructuring costs increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The costs incurred during the six months ended June 30, 2026 primarily include legal, audit, banking and other costs to support the Company’s recent debt and restructuring activities in connection with the CHP Merger.
Depreciation and amortization expense for the six months ended June 30, 2026 increased as compared to the prior period primarily due to additional expense related to the 54 additional SHOP communities acquired in 2026 and three acquired during 2025.
Interest expense for the six months ended June 30, 2026 increased due to the incremental borrowings associated with the Company's recent CHP Merger.
Gain on extinguishment of debt for the six months ended June 30, 2026 was related to the sale of one of our communities and the derecognition of notes payable and accrued mortgage interest on the community.
Other income, net for the six months ended June 30, 2026 decreased as compared to the six months ended June 30, 2025, primarily driven by a change of $8.2 million in other income for recognized gross employee retention credits received from CARES funding for businesses that had certain employee costs and were affected by the coronavirus pandemic.
Liquidity and Capital Resources
In addition to approximately $48.7 million of unrestricted cash as of June 30, 2026, our future liquidity will depend in part upon our operating performance, which will be affected by prevailing economic conditions, and financial, business and other factors, some of which are beyond our control. Principal sources of liquidity are expected to be cash flows from operations, proceeds
46
from our A&R Credit Agreement, proceeds from debt financings, refinancings, and proceeds from equity offerings. These transactions are expected to provide additional financial flexibility to us and increase our liquidity position.
On August 7, 2026 the Company entered into the Ally Term Loan which provides up to $380.0 million in borrowings. At closing, the Company drew $372.5 million on the Ally Term Loan and will have a delayed draw of $7.5 million available subject to achieving certain debt yields and debt service coverages ratios. The funds were used to fully repay the existing $122.0 million term loan with Ally and the $170.0 million on the Bridge Facility, with the remaining net proceeds used to pay down $70.0 million on the Revolving Credit Facility. The loan has a five-year maturity with two one-year extension options and an interest rate of SOFR plus 185 basis points. See “Note 18–Subsequent Events” in the Notes to Consolidated Financial Statements.
The Company, from time to time, considers and evaluates financial and capital raising transactions related to its portfolio, including debt financings and refinancings, purchases and sales of assets, equity offerings and other transactions. There can be no assurance that the Company will continue to generate cash flows at or above current levels, or that the Company will be able to obtain the capital necessary to meet the Company’s short- and long-term capital requirements.
We will need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on attractive terms on or before maturity or on commercially reasonable terms or at all.
Subsequent to quarter end, the Company sold 671,732 shares of common stock pursuant to its ATM Program at a weighted average price of $41.05 per share for $27.3 million in net proceeds.
Recent changes in the current economic environment, and other future changes, could result in decreases in the fair value of assets, slowing of transactions, and the tightening of liquidity and credit markets. These impacts could make securing debt or refinancings for the Company or buyers of the Company’s properties more difficult or on terms not acceptable to the Company. The Company’s actual liquidity and capital funding requirements depend on numerous factors, including its operating results, its capital expenditures for community investment, and general economic conditions, as well as other factors described in “Item 1A. Risk Factors” of our 2025 Annual Report on Form 10-K filed with the SEC on March 12, 2026.
In summary, the Company’s cash flows were as follows (in thousands):
Six Months Ended June 30,
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
Operating activities
Net cash used in operating activities for the six months ended June 30, 2026 was $27.2 million as compared to net cash provided by operating activities of $12.7 million for the six months ended June 30, 2025. The change of $39.9 million was primarily due to the additional net loss inclusive of the transaction costs associated with the CHP Merger, stock compensation expense, the change in deferred income, and the change in accounts payable and accrued expenses, partially offset by the change in accounts receivable and other changes in operating assets and liabilities during the six months ended June 30, 2026 compared to the prior year period.
Investing activities
Net cash used in investing activities for the six months ended June 30, 2026 was $922.9 million, which was primarily due to the acquisition of a new business (CHP), net of cash acquired of $913.0 million, $19.2 million in ongoing capital improvements, and an investment in preferred equity of $1.8 million, partially offset by a return of investment of $11.1 million in unconsolidated entities. Net cash used in investing activities for the six months ended June 30, 2025 of $37.5 million was primarily due to acquisition of new communities for $22.5 million, and $15.3 million in ongoing capital improvements, partially offset by a return of investment of $0.4 million in our unconsolidated entity. See “Note 2–CHP Merger”.
47
Financing activities
Net cash provided by financing activities for the six months ended June 30, 2026 was $985.3 million primarily due to proceeds from issuance of new debt related to the CHP Merger of $1,152.5 million, which includes the Term Loan Facility of $575.0 million, the Bridge Facility of $270.0 million and additional borrowings under the Revolving Credit Facility of $307.5 million. Additionally, in connection with the CHP merger, the Company completed the private placement of Sonida common stock for $108.8 million in proceeds. The consideration was used to fund a portion of the cash required for the CHP Merger and to fund transaction costs. See “Note 2–CHP Merger”. Net cash was also provided by $0.7 million capital contributions from noncontrolling investors in joint ventures. The proceeds were partially offset by repayments on the Credit Facility of $144.6 million, repayment on the Bridge Facility of $100.0 million, repayments on outstanding mortgages of $4.0 million, deferred financing costs paid of $15.6 million, Series A convertible preferred conversions of $5.1 million, acquisition of noncontrolling interests of $3.6 million, preferred dividends paid of $1.1 million, interest rate cap purchase premiums paid of $1.2 million, and other financing costs of $1.5 million. The net cash provided by financing activities for the six months ended June 30, 2025 was $19.3 million primarily due to proceeds from issuance of new debt of $29.0 million, partially offset by repayments of notes payable of $6.6 million, and preferred dividends paid of $2.8 million. See “Note 18–Subsequent Events” in the Notes to Consolidated Financial Statements.
48
Non-GAAP Financial Measures
Community Net Operating Income and Net Operating Income Margin
Community 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, loss from equity method investment, casualty loss, non-recurring settlement fees, income tax, and property tax. Net Operating Income Margin is calculated by dividing Net Operating Income by resident revenue. The Company presents these non-GAAP measures on a consolidated community and same-store community basis.
The following table presents a reconciliation of the Non-GAAP Financial Measures of Net Operating Income and Net Operating Income Margin, in each case, on a consolidated community and same-store community basis to the most directly comparable GAAP financial measure of net income (loss) for the periods indicated:
(Dollars in thousands) Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Same-store community net operating income (1)
Net loss $ (24,721) $ (1,973) $ (66,171) $ (14,998)
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
Third-party property management fees 4,836 — 5,884 —
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)
Provision for income taxes 325 91 533 166
Rental income (7,506) — (9,201) —
Management fee income (1,185) (1,134) (2,330) (2,195)
Other operating expenses (2) 3,147 811 4,467 2,111
Consolidated community net operating income 56,140 21,236 83,211 41,377
Less: Net operating income for non same-store communities (1) 4,968 1,655 6,220 3,071
Same-store community net operating income 51,172 19,581 76,991 38,306
Resident revenue 188,023 81,845 296,450 161,100
Total community revenue 188,023 81,845 296,450 161,100
Less: Resident revenue for non same-store communities (1) 30,884 13,592 49,818 26,636
Same-store community resident revenue $ 157,139 $ 68,253 $ 246,632 $ 134,464
Same-store community net operating income 51,172 19,581 76,991 38,306
Same-store community net operating income margin 32.6 % 28.7 % 31.2 % 28.5 %
(1) Q2 2026 excludes 26 non same-store consolidated communities. Q2 2025 excludes 14 non same-store consolidated communities. YTD 2026 excludes 26 non same-store consolidated communities. YTD 2025 excludes 14 non same-store consolidated communities.
(2) Includes casualty loss, non-recurring settlement fees, income tax and personal property tax.
49
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 and settlements, casualty losses, and transaction, transition and restructuring costs.
The following table presents a reconciliation of the non-GAAP financial measures of adjusted EBITDA to the most directly comparable GAAP financial measure of net income (loss) for the periods indicated:
(In thousands) Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Adjusted EBITDA
Net loss $ (24,721) $ (1,973) $ (66,171) $ (14,998)
Depreciation and amortization expense 43,183 13,646 63,143 27,332
Stock-based compensation expense 2,159 1,226 4,555 2,199
Provision for credit losses 1,690 745 2,731 1,440
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) —
Other (income) expense, net 15 (9,063) (539) (8,513)
Provision for income taxes 325 91 533 166
Casualty losses and settlements (1) 3,099 675 4,319 1,472
Transaction, transition and restructuring costs (2) 4,775 461 30,869 1,071
Adjusted EBITDA $ 48,841 $ 14,093 $ 70,370 $ 27,658
(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, including the CHP transaction.