8-K
SONIDA SENIOR LIVING, INC. (SNDA)
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) August 14, 2023
_________________________________
Sonida Senior Living, Inc.
(Exact name of registrant as specified in its charter)
_________________________________
Delaware
(State or other jurisdiction of incorporation)
| 1-13445 | 75-2678809 |
|---|---|
| (Commission File Number) | (IRS Employer Identification No.) |
| 14755 Preston Road | |
| Suite 810 | |
| Dallas, Texas | 75254 |
| (Address of principal executive offices) | (Zip Code) |
(972) 770-5600
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
_________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 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:
| Title of each class | Trading<br><br>symbol(s) | Name of each exchange<br><br>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 August 14, 2023, Sonida Senior Living, Inc. (the “Company”) announced its financial results for the second quarter ended June 30, 2023 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.
| *99.1 | Press Release datedAugustsnda-20230630xex991.htm14, 2023 |
|---|---|
| *99.2 | Sonida Senior Living, Inc.UpdatedInvestor Presentation |
| 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.
| Date: August 14, 2023 | Sonida Senior Living, Inc. | |
|---|---|---|
| By: | /s/ KEVIN J. DETZ | |
| Name: | Kevin J. Detz | |
| Title: | Executive Vice President and Chief Financial Officer |
Document
Exhibit 99.1
Sonida Senior Living, Inc. Announces Second Quarter 2023 Results
DALLAS, Texas – August 14, 2023 – Sonida Senior Living, Inc. (the “Company,” “we,” “our,” or “us”) (NYSE: SNDA) announced results for the second quarter ended June 30, 2023.
“The Company’s consistent occupancy and revenue growth year-over-year and the additional financial flexibility created by successful agreements with our two largest lending partners enable us to continue building on our strong operational momentum and prepare for strategic expansion,” said Brandon Ribar, CEO and President. “Demand for senior housing continues to accelerate, and inventory supply remains slow. With our strong, stable leadership across the portfolio and dedication to operational excellence, Sonida is well positioned to serve the growing aging population and drive significant operating income growth for the Company.”
Second Quarter Highlights
•Weighted average occupancy for the Company’s consolidated portfolio increased 120 basis points to 83.9% year-over-year.
•Resident revenue increased $5.0 million, or 9.5% year-over-year.
•Net loss for the second quarter was $12.2 million.
•Adjusted EBITDA, a non-GAAP measure, was $7.5 million for Q2 2023, an increase of 78.0% year-over-year.
•Net cash provided by operating activities was $5.5 million year-to-date as compared to a use of cash of $2.1 million for the same period in 2022.
•Results for the Company’s consolidated portfolio of communities:
◦Q2 2023 vs. Q2 2022:
▪Revenue Per Available Unit (“RevPAR”) increased 9.9% to $3,300.
▪Revenue Per Occupied Unit (“RevPOR”) increased 8.3% to $3,932.
▪Community Net Operating Income, a non-GAAP measure, increased $2.9 million. Adjusted Community Net Operating Income, a non-GAAP measure, which excludes $0.4 million and $0.5 million of state grant revenue received in Q2 2023 and Q2 2022, respectively, was $13.5 million and $10.6 million for Q2 2023 and Q2 2022, respectively.
▪Community Net Operating Income Margin and Adjusted Community Net Operating Income Margin (non-GAAP measures with the latter adjusted for non-recurring state grant revenue) were 23.8% and 23.2%, for Q2 2023, respectively, and were 20.4% and 19.6% for Q2 2022, respectively.
◦Q2 2023 vs. Q1 2023:
▪RevPAR increased 0.5% to $3,300.
▪RevPOR increased 0.6% to $3,932.
▪Community Net Operating Income increased $0.2 million. Adjusted Community Net Operating Income, excluding $0.4 million and $2.0 million of state grant revenue received in Q2 2023 and Q1 2023, respectively, was $13.1 million and $11.4 million for Q2 2023 and Q1 2023, respectively.
▪Community Net Operating Income Margin and Adjusted Community Net Operating Income Margin (adjusted for non-recurring state grant revenue) were 23.8% and 23.2% for Q2 2023, respectively, and 23.7% and 20.9% for Q1 2023, respectively.
SONIDA SENIOR LIVING, INC.
SUMMARY OF CONSOLIDATED FINANCIAL RESULTS
THREE MONTHS ENDED JUNE 30, 2023
(in thousands)
| Three Month Ended June 30, | Three Month Ended March 31, | |||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | ||||
| Consolidated results | ||||||
| Resident revenue (1) | $ | 56,960 | $ | 51,996 | $ | 56,606 |
| Management fees | 531 | 600 | 505 | |||
| Operating expenses | 44,662 | 41,510 | 43,808 | |||
| General and administrative expenses | 6,574 | 9,439 | 7,063 | |||
| Gain (loss) on extinguishment of debt | — | — | 36,339 | |||
| Income (loss) before provision for income taxes (1) | (12,159) | (7,410) | 24,214 | |||
| Net income (loss) (1) | (12,212) | (7,410) | 24,145 | |||
| Adjusted EBITDA (1) (2) | 7,538 | 4,236 | 7,794 | |||
| Net cash provided by (used in) operating activities | 2,288 | (1,380) | 3,249 | |||
| Community net operating income (NOI) (2) | 13,549 | 10,642 | 13,402 | |||
| Community net operating income margin (2) | 23.8% | 20.4% | 23.7% | |||
| Weighted average occupancy | 83.9% | 82.7% | 84.0% |
(1) Includes $0.4 million, $0.5 million, and $2.0 million of state grant revenue received in Q2 2023, Q2 2022, and Q1 2023, respectively.
(2) Adjusted EBITDA, Community Net Operating Income, and Community Net Operating Income Margin are financial measures that are not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). See “Reconciliation of Non-GAAP Financial Measures” for the Company's definition of such measures, reconciliations to the most comparable GAAP financial measures, and other information regarding the use of the Company's non-GAAP financial measures.
Results of Operations
Three months ended June 30, 2023 as compared to three months ended June 30, 2022
Revenues
Resident revenue for the three months ended June 30, 2023 was $57.0 million as compared to $52.0 million for the three months ended June 30, 2022, an increase of $5.0 million, or 9.5%. The increase in revenue was primarily due to increased occupancy and increased average rent rates.
Expenses
Operating expenses for the three months ended June 30, 2023 were $44.7 million as compared to $41.5 million for the three months ended June 30, 2022, an increase of $3.2 million, or 7.7%. The increase is primarily due to a $2.3 million increase in labor and employee-related expenses and $0.9 million in other expenses.
General and administrative expenses for the three months ended June 30, 2023 were $6.6 million as compared to $9.4 million for the three months ended June 30, 2022, representing a decrease of $2.8 million. This decrease is primarily due to a $1.6 million decrease in stock-based compensation expense from the prior period and a $1.2 million net decrease in recurring corporate expenses.
The Company reported a net loss of $12.2 million for the three months ended June 30, 2023, compared to net loss of $7.4 million for the three months ended June 30, 2022. A major factor impacting the comparison of net loss for the three months ended June 30, 2023 and June 30, 2022 includes federal grants received of $9.1 million in Q2 2022.
Adjusted EBITDA for the three months ended June 30, 2023 was $7.5 million compared to $4.2 million for the three months ended June 30, 2022. See “Reconciliation of Non-GAAP Financial Measures” below.
Six months ended June 30, 2023 as compared to six months ended June 30, 2022
Revenues
Resident revenue for the six months ended June 30, 2023 was $113.6 million as compared to $102.8 million for the six months ended June 30, 2022, an increase of $10.8 million, or 10.5%. The increase in revenue was primarily due to increased occupancy and increased average rent rates.
Expenses
Operating expenses for the six months ended June 30, 2023 were $88.5 million as compared to $83.4 million for the six months ended June 30, 2022, an increase of $5.1 million, or 6.1%. The increase is primarily due to a $3.6 million increase in labor and employee-related expenses, a $0.4 million increase in service contracts, a $0.5 million increase in computer software/internet costs and $0.6 million increase in other expenses.
General and administrative expenses for the six months ended June 30, 2023 were $13.6 million as compared to $17.7 million for the six months ended June 30, 2022, representing a decrease of $4.1 million. This decrease is primarily due to a $2.6 million decrease in stock-based compensation expense from the prior year period and a $1.5 million net decrease in recurring corporate expenses.
The Company reported a net income of $11.9 million for the six months ended June 30, 2023 compared to a net loss of $24.1 million for the six months ended June 30, 2022, primarily due to the $36.3 million of gain on extinguishment of debt during the three months ended March 31, 2023.
Significant Transactions
Fannie Mae Loan Modification
On June 29, 2023, the Company entered into a binding forbearance agreement with the Federal National Mortgage Association (“Fannie Mae”) and (“Fannie Forbearance”) for all 37 of its encumbered communities, effective as of June 1, 2023. Under the Fannie Forbearance, Fannie Mae agreed to forbear on its legal and equitable remedies otherwise available under the community loan agreements and mortgages and Master Credit Facility (“MCF”) in connection with reduced debt service payments made by the Company during the Fannie Forbearance period, which expires on October 1, 2023. The Fannie Forbearance is the first of a two-step process to modify all existing mortgage agreements with Fannie Mae under a proposed loan modification agreement, as defined in the Fannie Forbearance (“Loan Modification Agreement”). The terms outlined in the agreed upon term sheet accompanying the Fannie Forbearance will be included in the proposed subsequent Loan Modification Agreement. In the second step, the Company and Fannie Mae have agreed to exercise commercially reasonable efforts to enter into the Loan Modification Agreement for each of their existing mortgage agreements before October 1, 2023. The execution of the Loan Modification Agreement is subject to certain conditions, including Sonida continuing to perform under the Forbearance Agreement, the completion of the definitive documentation, and the absence of any other events of default under the community mortgages and MCF. The forbearance and subsequent loan modification provide the Company with additional financial flexibility and increases its liquidity position.
Under the terms of the Fannie Forbearance and anticipated Loan Modification Agreement, the mortgage principal payments on 18 community mortgages, ranging from July 2024 to December 2026, will be extended to December 2026. The remaining 19 communities under the MCF have existing maturities in December 2028. The Company will not be required to make scheduled principal payments due under the 18 community mortgages and 19 communities under the MCF through the revised maturity date of December 2026 and 36 months from June 1, 2023, respectively. The monthly interest rate will be reduced by a 1.5% weighted average on all 37 communities for 12 months.
Ally Loan Amendment
On June 29, 2023 and concurrent with the Fannie Forbearance, the Company executed a second amendment (“Ally Amendment”) to its refinance facility (“Ally Term Loan”) and limited payment guaranty with Ally Bank (“Second Amended and Restated Limited Payment Guaranty”) with terms that include a waiver of its current $13.0 million liquid assets requirement through June 30, 2024. During the waiver period (June 30, 2023 through July 1, 2024, the “Waiver Period”), a new and temporary liquid assets minimum threshold will be established at $6.0 million and measured weekly. Beginning on July 1, 2024, a new liquid assets requirement of $7.0 million will be effective, with such threshold increasing $1.0 million per month through the earlier of the release of the Waiver Period or December 31, 2024. In addition, the Company must replace its current $2.3 million interest rate cap (“IRC”) on the $88.1 million notional value of the Ally Term
Loan at a 2.25% SOFR strike rate once the current IRC expires on November 30, 2023. On July 3, the Company funded the $2.3 million interest rate cap reserve to Ally Bank.
Conversant Equity Commitment
In connection with the Fannie Forbearance and Ally Amendment signed on June 29, 2023, the Company entered into a $13.5 million equity commitment agreement (“Equity Commitment”) with Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, (together “Conversant”) for a term of 18 months. The Equity Commitment had a commitment fee of $675,000 payable through the issuance of 67,500 shares of common stock of the Company. Sonida shall have the right, but not the obligation, to utilize Conversant’s equity commitment and may draw on the commitment in whole or in part. The Company made a $6.0 million equity draw on July 3, 2023 in exchange for 600,000 shares of common stock of the Company.
The foregoing description of the Fannie Forbearance, the Ally Amendment, Second Amended & Restated Limited Payment Guaranty, and Equity Commitment and related transactions contemplated do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Fannie Forbearance, the Ally Amendment, Second Amended and Restated Limited Payment Guaranty, and Equity Commitment which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to the Company’s Form 8-K filed on July 5, 2023, incorporated herein by reference.
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):
| Six months ended June 30, | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Net cash provided by (used in) operating activities | $ | 5,537 | $ | (2,070) |
| Net cash used in investing activities | (9,355) | (24,491) | ||
| Net cash used in financing activities | (6,304) | (19,946) | ||
| Decrease in cash and cash equivalents | $ | (10,122) | $ | (46,507) |
In addition to $7.2 million of unrestricted cash on hand as of June 30, 2023, our future liquidity will depend in part upon our operating performance, which will be affected by prevailing economic conditions, including those related to the COVID-19 pandemic, 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 debt refinancings or loan modifications, proceeds from the issuance of common or preferred stock, COVID-19 or related relief grants from various state agencies, and/or proceeds from the sale of owned assets. In June 2023, the Company entered into the Fannie Forbearance, the Ally Amendment, Second Amended and Restated Limited Payment Guaranty, and the Equity Agreement, as disclosed above. These transactions are expected to provide additional financial flexibility to the Company and increase its liquidity position. In March 2022, the Company completed the refinancing of certain existing mortgage debt, which was further amended in December 2022 and June 2023.
The Company has implemented plans, which include strategic and cash-preservation initiatives, designed to provide the Company with adequate liquidity to meet its obligations for at least the 12-month period following the date its second quarter 2023 financial statements are issued. While the Company’s plans are designed to provide it with adequate liquidity to meet its financial obligations, the remediation plan is dependent on conditions and matters that may be outside of the Company’s control, and no assurance can be given that certain options will be available on terms acceptable to the Company, or at all. If the Company is unable to successfully execute all of the planned initiatives or if the plan does not fully mitigate the Company’s liquidity challenges, the Company’s operating plans and resulting cash flows along with its cash and cash equivalents and other sources of liquidity may not be sufficient to fund operations for the 12-month period following the date the financial statements are issued.
The Company, from time to time, considers and evaluates financial and capital raising transactions related to its portfolio, including debt refinancings and modifications, purchases and sales of assets and other transactions. There can be
no assurance that the Company will continue to generate cash flows at or above current levels, or that the Company will be able to obtain the capital necessary to meet the Company’s short and long-term capital requirements.
Recent changes in the current economic environment, and other future changes, could result in decreases in the fair value of assets, slowing of transactions, and the tightening of liquidity and credit markets. These impacts could make securing debt or refinancings for the Company or buyers of the Company’s properties more difficult or on terms not acceptable to the Company. The Company’s actual liquidity and capital funding requirements depend on numerous factors, including its operating results, its capital expenditures for community investment, and general economic conditions, as well as other factors described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on March 30, 2023 and “Item. 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the SEC on August 14, 2023.
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 June 30, 2023, on Monday August 14, 2023, at 12:30 p.m. Eastern Time. To participate, dial 877-407-0989 (no passcode required). A link to the simultaneous webcast of the teleconference will be available at: https://www.webcast-eqs.com/register/sonidaseniorliving_q22023_en/en.
For the convenience of the Company’s shareholders and the public, the conference call will be recorded and available for replay starting August 15, 2023 through August 29, 2023. To access the conference call replay, call 877-660-6853, passcode 13740287. 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 of independent living, assisted living and memory care communities and services for senior adults. As of June 30, 2023, the Company operated 72 communities, with capacity for approximately 8,000 residents across 18 states, which provide comfortable, safe, affordable environment where residents can form friendships, enjoy new experiences and receive personalized care from dedicated team members who treat them like family. For more information, visit www.sonidaseniorliving.com or connect with the Company on Facebook, Twitter or LinkedIn.
Definitions of RevPAR and RevPOR
RevPAR, or average monthly revenue per available unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period.
RevPOR, or average monthly revenue per occupied unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period.
Safe Harbor
This release contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition of Sonida Senior Living, Inc. (the “Company,” “we,” “our” or “us”) to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2023 and “Item. 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed with the SEC on August 14, 2023, and also include the following: the impact of COVID-19, including the actions taken to prevent or contain the spread of COVID-19, the transmission of its highly contagious variants and sub-lineages and the development and availability of vaccinations and other related treatments, or another epidemic, pandemic or other health crisis; the Company’s ability to generate sufficient cash flows from operations, additional proceeds from debt financings or refinancings, and proceeds from the sale of assets to satisfy its short- and long-term debt obligations and to make capital improvements to the Company’s communities; increases in market interest rates that increase the cost of certain of our debt obligations; increased competition for, or a shortage of, skilled workers, including due to the COVID-19 pandemic or general labor market conditions, along with wage pressures resulting from such increased competition, low unemployment levels, use of contract labor, minimum wage increases and/or changes in overtime laws; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures, including the Company’s ability to complete the modifications to its loan agreements; 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; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to improve and maintain controls over financial reporting and remediate the identified material weakness discussed in its recent Quarterly and Annual Reports filed with the SEC; the departure of the Company’s key officers and personnel; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, and tax rates; and changes in accounting principles and interpretations.
For information about Sonida Senior Living, visit www.sonidaseniorliving.com
Investor Contact: Kevin J. Detz, Chief Financial Officer, at 972-308-8343
Press Contact: media@sonidaliving.com.
Sonida Senior Living, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
| Three Months Ended<br>June 30, | Six Months Ended<br>June 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | 2022 | |||||
| Revenues: | ||||||||
| Resident revenue | $ | 56,960 | $ | 51,996 | $ | 113,566 | $ | 102,830 |
| Management fees | 531 | 600 | 1,036 | 1,228 | ||||
| Managed community reimbursement revenue | 5,363 | 7,041 | 10,325 | 14,063 | ||||
| Total revenues | 62,854 | 59,637 | 124,927 | 118,121 | ||||
| Expenses: | ||||||||
| Operating expense | 44,662 | 41,510 | 88,470 | 83,439 | ||||
| General and administrative expense | 6,574 | 9,439 | 13,637 | 17,712 | ||||
| Depreciation and amortization expense | 9,927 | 9,671 | 19,808 | 19,249 | ||||
| Managed community reimbursement expense | 5,363 | 7,041 | 10,325 | 14,063 | ||||
| Total expenses | 66,526 | 67,661 | 132,240 | 134,463 | ||||
| Other income (expense): | ||||||||
| Interest income | 188 | 2 | 382 | 3 | ||||
| Interest expense | (8,558) | (7,920) | (17,425) | (15,523) | ||||
| Gain (loss) on extinguishment of debt, net | — | — | 36,339 | (641) | ||||
| Gain on sale of assets, net | — | — | 251 | — | ||||
| Other income (expense), net | (117) | 8,532 | (179) | 8,669 | ||||
| Income (loss) before provision for income taxes | (12,159) | (7,410) | 12,055 | (23,834) | ||||
| Provision for income taxes | (53) | — | (122) | (254) | ||||
| Net income (loss) | (12,212) | (7,410) | 11,933 | (24,088) | ||||
| Dividends on Series A convertible preferred stock | — | (1,134) | — | (2,267) | ||||
| Undeclared dividends on Series A convertible preferred stock | (1,230) | — | (2,428) | — | ||||
| Undistributed net income allocated to participating securities | — | — | (1,419) | — | ||||
| Net income (loss) attributable to common stockholders | $ | (13,442) | $ | (8,544) | $ | 8,086 | $ | (26,355) |
| Weighted average common shares outstanding — basic | 6,381 | 6,358 | 6,374 | 6,350 | ||||
| Weighted average common shares outstanding — diluted | 6,381 | 6,358 | 6,856 | 6,350 | ||||
| Basic net income (loss) per common share | $ | (2.11) | $ | (1.34) | $ | 1.27 | $ | (4.15) |
| Diluted net income (loss) per common share | $ | (2.11) | $ | (1.34) | $ | 1.18 | $ | (4.15) |
Sonida Senior Living, Inc.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands, except per share amounts)
| June 30,<br>2023 | December 31,<br>2022 | |||
|---|---|---|---|---|
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 7,203 | $ | 16,913 |
| Restricted cash | 13,417 | 13,829 | ||
| Accounts receivable, net | 7,586 | 6,114 | ||
| Prepaid expenses and other assets | 5,008 | 4,099 | ||
| Derivative assets | 1,600 | 2,611 | ||
| Total current assets | 34,814 | 43,566 | ||
| Property and equipment, net | 606,069 | 615,754 | ||
| Other assets, net | 1,226 | 1,948 | ||
| Total assets | $ | 642,109 | $ | 661,268 |
| Liabilities and Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 10,005 | $ | 7,272 |
| Accrued expenses | 36,008 | 36,944 | ||
| Current portion of notes payable, net of deferred loan costs | 88,636 | 46,029 | ||
| Deferred income | 4,142 | 3,419 | ||
| Federal and state income taxes payable | 61 | — | ||
| Other current liabilities | 554 | 653 | ||
| Total current liabilities | 139,406 | 94,317 | ||
| Notes payable, net of deferred loan costs and current portion | 547,381 | 625,002 | ||
| Other liabilities | 77 | 113 | ||
| Total liabilities | 686,864 | 719,432 | ||
| 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 June 30, 2023 and December 31, 2022 | 45,978 | 43,550 | ||
| Shareholders’ deficit: | ||||
| Authorized shares - 15,000 as of June 30, 2023 and December 31, 2022; none issued or outstanding, except Series A convertible preferred stock as noted above | — | — | ||
| Authorized shares - 15,000 as of June 30, 2023 and December 31, 2022; 7,178 and 6,670 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 72 | 67 | ||
| Additional paid-in capital | 294,320 | 295,277 | ||
| Retained deficit | (385,125) | (397,058) | ||
| Total shareholders’ deficit | (90,733) | (101,714) | ||
| Total liabilities, redeemable preferred stock and shareholders’ deficit | $ | 642,109 | $ | 661,268 |
Sonida Senior Living, Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| Six Months Ended June 30, | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Cash flows from operating activities: | ||||
| Net income (loss) | $ | 11,933 | $ | (24,088) |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
| Depreciation and amortization | 19,808 | 19,249 | ||
| Amortization of deferred loan costs | 788 | 519 | ||
| Gain on sale of assets, net | (251) | — | ||
| Write-off of other assets | — | 535 | ||
| Unrealized loss on interest rate cap, net | 1,103 | 45 | ||
| (Gain) loss on extinguishment of debt | (36,339) | 641 | ||
| Provision for bad debt | 334 | 522 | ||
| Non-cash stock-based compensation expense | 1,503 | 4,067 | ||
| Other non-cash items | (1) | 4 | ||
| Changes in operating assets and liabilities: | ||||
| Accounts receivable, net | (1,807) | (1,387) | ||
| Prepaid expenses and other assets | 1,316 | 700 | ||
| Other assets, net | 294 | (301) | ||
| Accounts payable and accrued expense | 6,100 | (2,524) | ||
| Federal and state income taxes payable | 61 | (421) | ||
| Deferred income | 723 | 352 | ||
| Other current liabilities | (28) | 17 | ||
| Net cash provided by (used in) operating activities | 5,537 | (2,070) | ||
| Cash flows from investing activities: | ||||
| Acquisition of new communities | — | (12,342) | ||
| Capital expenditures | (9,698) | (12,149) | ||
| Proceeds from sale of assets | 343 | — | ||
| Net cash used in investing activities | (9,355) | (24,491) | ||
| Cash flows from financing activities: | ||||
| Proceeds from notes payable | — | 80,000 | ||
| Repayments of notes payable | (5,893) | (94,247) | ||
| Purchase of common stock | — | (219) | ||
| Dividends paid on Series A convertible preferred stock | — | (2,985) | ||
| Purchase of interest rate cap | — | (258) | ||
| Deferred loan costs paid | (327) | (2,180) | ||
| Other financing costs | (84) | (57) | ||
| Net cash used in financing activities | (6,304) | (19,946) | ||
| Decrease in cash and cash equivalents and restricted cash | (10,122) | (46,507) | ||
| Cash, cash equivalents, and restricted cash at beginning of period | 30,742 | 92,876 | ||
| Cash, cash equivalents, and restricted cash at end of period | $ | 20,620 | $ | 46,369 |
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED)
This earnings release contains the financial measures (1) Community Net Operating Income and Adjusted Community Net Operating Income, (2) Community Net Operating Income Margin and Adjusted Community Net Operating Income Margin, (3) Adjusted EBITDA, (4) Revenue per Occupied Unit (RevPOR) and (5) Revenue per Available Unit (RevPAR), all of which are not calculated in accordance with U.S. GAAP. Presentations of these non-GAAP financial measures are intended to aid investors in better understanding the factors and trends affecting the Company’s performance and liquidity. However, investors should not consider these non-GAAP financial measures as a substitute for financial measures determined in accordance with GAAP, including net income (loss), income (loss) from operations, net cash provided by (used in) operating activities, or revenue. Investors are cautioned that amounts presented in accordance with the Company’s definitions of these non-GAAP financial measures may not be comparable to similar measures disclosed by other companies because not all companies calculate non-GAAP measures in the same manner. Investors are urged to review the following reconciliations of these non-GAAP financial measures from the most comparable financial measures determined in accordance with GAAP.
Community Net Operating Income and Consolidated Community Net Operating Income Margin are non-GAAP performance measures for the Company’s consolidated owned portfolio of communities that the Company defines as net income (loss) excluding: general and administrative expenses (inclusive of stock-based compensation expense), interest income, interest expense, other income/expense, provision for income taxes, settlement fees and expenses, revenue and operating expenses from the Company’s disposed properties; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and impacts the comparability of performance between periods. For the periods presented herein, such other items include depreciation and amortization expense, gain(loss) on extinguishment of debt, gain(loss) on disposition of assets, long-lived asset impairment, and loss on non-recurring settlements with third parties. The Community Net Operating Income Margin is calculated by dividing Community Net Operating Income by community resident revenue. Adjusted Community Net Operating Income and Adjusted Community Net Operating Income Margin are further adjusted to exclude the impact from non-recurring state grant funds received.
The Company believes that presentation of Community Net Operating Income, Community Net Operating Income Margin, Adjusted Community Net Operating Income, and Adjusted Community Net Operating Income Margin as performance measures are useful to investors because (i) they are one of the metrics used by the Company’s management to evaluate the performance of our core consolidated owed portfolio of communities, to review the Company’s comparable historic and prospective core operating performance of the consolidated owned communities, and to make day-to-day operating decisions; (ii) they provide an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance, and impacts the comparability of performance between periods.
Community Net Operating Income, Net Community Operating Income Margin, Adjusted Community Net Operating Income, and Adjusted Community Net Operating Income Margin have material limitations as a performance measure, including: (i) excluded general and administrative expenses are necessary to operate the Company and oversee its communities; (ii) excluded interest is necessary to operate the Company’s business under its current financing and capital structure; (iii) excluded depreciation, amortization, and impairment charges may represent the wear and tear and/or reduction in value of the Company’s communities, and other assets and may be indicative of future needs for capital expenditures; and (iv) the Company may incur income/expense similar to those for which adjustments are made, such as gain (loss) on debt extinguishment, gain(loss) on disposition of assets, loss on settlements, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect the Company’s operating results.
| (in thousands) | Three Months Ended<br>June 30, | Three Months Ended March 31, | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | |||||||
| Consolidated Community Net Operating Income | |||||||||
| Net income (loss) | $ | (12,212) | $ | (7,410) | $ | 24,145 | |||
| General and administrative expenses | 6,574 | 9,439 | 7,063 | ||||||
| Depreciation and amortization expense | 9,927 | 9,671 | 9,881 | ||||||
| Interest income | (188) | (2) | (194) | ||||||
| Interest expense | 8,558 | 7,920 | 8,867 | ||||||
| Gain on extinguishment of debt | — | — | (36,339) | ||||||
| Gain on sale of assets, net | — | — | (251) | ||||||
| Other (income) expense (1) | 117 | (8,532) | 62 | ||||||
| Provision for income taxes | 53 | — | 69 | ||||||
| Settlement fees and expenses, net (2) | 559 | 39 | 404 | ||||||
| Other taxes | 161 | (483) | (305) | ||||||
| Consolidated community net operating income | 13,549 | 10,642 | 13,402 | ||||||
| Resident revenue | $ | 56,960 | $ | 51,996 | $ | 56,606 | |||
| Consolidated community net operating income margin | 23.8 | % | 20.4 | % | 23.7 | % | |||
| COVID-19 state relief grants (3) | 411 | 524 | 2,037 | ||||||
| Adjusted community net operating income | $ | 13,138 | $ | 10,118 | $ | 11,365 | |||
| Adjusted community net operating income margin | 23.2 | % | 19.6 | % | 20.8 | % |
(1) Includes $9.1 million federal relief funds received for Q2 2022.
(2) Settlement fees and expenses relate to non-recurring settlements with third parties for contract terminations, insurance claims, and related fees.
(3) COVID-19 relief revenue are grants and other funding received from third parties to aid in the COVID-19 response and includes state relief funds received.
ADJUSTED EBITDA (UNAUDITED)
Adjusted EBITDA is a non-GAAP performance measures that the Company defines as net income (loss) excluding: depreciation and amortization expense, interest income, interest expense, other expense/income, provision for income taxes; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and impacts the comparability of performance between periods. For the periods presented herein, such other items include stock-based compensation expense, provision for bad debts, gain (loss) on extinguishment of debt, gain on sale of assets, long-lived asset impairment, casualty losses, and transaction and conversion costs.
The Company believes that presentation of Adjusted EBITDA’s impact as a performance measure is useful to investors because it provides an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods.
Adjusted EBITDA has material limitations as a performance measure, including: (i) excluded interest is necessary to operate the Company’s business under its current financing and capital structure; (ii) excluded depreciation, amortization and impairment charges may represent the wear and tear and/or reduction in value of the Company’s communities and other assets and may be indicative of future needs for capital expenditures; and (iii) the Company may incur income/expense similar to those for which adjustments are made, such as bad debts, gain(loss) on sale of assets, or gain(loss) on debt extinguishment, non-cash stock-based compensation expense and transaction and other costs, and such income/expense may significantly affect the Company’s operating results.
| (In thousands) | Three Months Ended<br>June 30, | Three Months Ended<br>March 31, | ||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | 2023 | ||||
| Adjusted EBITDA | ||||||
| Net income (loss) | $ | (12,212) | $ | (7,410) | $ | 24,145 |
| Depreciation and amortization expense | 9,927 | 9,671 | 9,881 | |||
| Stock-based compensation expense | 601 | 2,240 | 902 | |||
| Provision for bad debt | 96 | 416 | 238 | |||
| Interest income | (188) | (2) | (194) | |||
| Interest expense | 8,558 | 7,920 | 8,867 | |||
| Gain on extinguishment of debt, net | — | — | (36,339) | |||
| Gain on sale of assets, net | — | — | (251) | |||
| Other (income) expense, net (1) | 117 | (8,532) | 62 | |||
| Provision for income taxes | 53 | — | 69 | |||
| Casualty losses (2) | 456 | (114) | — | |||
| Transaction and conversion costs (3) | 130 | 47 | 414 | |||
| Adjusted EBITDA | $ | 7,538 | $ | 4,236 | $ | 7,794 |
(1) Includes COVID-19 relief revenue and grants received from federal relief funds of $9.1 million for Q2 2022.
(2) Casualty losses relate to non-recurring insured claims for unexpected events.
(3) Transaction and conversion costs relate to legal and professional fees incurred for transactions, restructure projects, or related projects.
SUPPLEMENTAL INFORMATION
| Second Quarter | |||||
|---|---|---|---|---|---|
| (Dollars in thousands) | 2023 | 2022 | Increase (decrease) | First Quarter 2023 | Sequential increase (decrease) |
| Selected Operating Results | |||||
| I. Consolidated community portfolio | |||||
| Number of communities | 62 | 62 | — | 62 | — |
| Unit capacity | 5,753 | 5,774 | (21) | 5,749 | 4 |
| Weighted average occupancy (1) | 83.9% | 82.7% | 1.2% | 84.0% | (0.1)% |
| RevPAR | $3,300 | $3,002 | $298 | $3,282 | $18 |
| RevPOR | $3,932 | $3,629 | $303 | $3,909 | $23 |
| Consolidated community net operating income | $13,549 | $10,642 | $2,907 | $13,402 | $147 |
| Consolidated community net operating income margin (3) | 23.8% | 20.4% | 3.4% | 23.7% | 0.1% |
| Consolidated community net operating income, net of general and administrative expenses (2) | $7,576 | $3,443 | $4,133 | $7,241 | $335 |
| Consolidated community net operating income margin, net of general and administrative expenses (2) | 13.3% | 6.6% | 6.7% | 12.8% | 0.5% |
| II. Consolidated Debt Information | |||||
| (Excludes insurance premium financing) | |||||
| Total variable rate mortgage debt (4) | $137,253 | $130,261 | N/A | $137,453 | N/A |
| Total fixed rate debt | $499,078 | $540,714 | N/A | $500,721 | N/A |
(1) Weighted average occupancy represents actual days occupied divided by total number of available days during the quarter.
(2) General and administrative expenses exclude stock-based compensation expense in order to remove the fluctuation in fair value due to market volatility.
(3) Includes $0.4 million, $0.5 million, and $2.0 million of state grant revenue received in Q2 2023, Q2 2022, and Q1 2023, respectively. Excluding the grant revenue, Q2 2023 consolidated community NOI margin was 23.2%.
(4) As of June 30, 2023, the entire balance of our outstanding variable-rate debt obligations were covered by interest rate cap agreements.
13
investorpresentationq220
A Leading Owner-Operator of Senior Living Communities and Services Investor Presentation – August 14, 2023
Forward-Looking Statements 2 This presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition of Sonida Senior Living, Inc. (the “Company,” “we,” “our” or “us”) to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2023, and also include the following: The impact of COVID-19, including the actions taken to prevent or contain the spread of COVID-19, the transmission of its highly contagious variants and sub-lineages and the development and availability of vaccinations and other related treatments, or another epidemic, pandemic or other health crisis; the Company’s ability to generate sufficient cash flows from operations, additional proceeds from debt financings or refinancings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund the Company’s capital improvement projects to expand, redevelop, and/or reposition its senior living communities; increases in market interest rates that increase the cost of certain of our debt obligations; increased competition for, or a shortage of, skilled workers, including due to the COVID-19 pandemic or general labor market conditions, along with wage pressures resulting from such increased competition, low unemployment levels, use of contract labor, minimum wage increases and/or changes in overtime laws; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures, including the Company’s ability to complete the modifications to its loan agreements; 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; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to improve and maintain controls over financial reporting and remediate the identified material weakness discussed in Item 9 of the Annual Report on Form 10-K; the departure of certain of the Company’s key officers and personnel; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, and tax rates; and changes in accounting principles and interpretations. We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or outcomes that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. For information about the Company, visit www.sonidaseniorliving.com.
Non-GAAP Financial Measures 3 This presentation contains financial measures: (1) Adjusted Operating Expenses, (2) Community Net Operating Income, (3) Community Net Operating Income Margin, (4) Adjusted Community Net Operating Income, (5) Adjusted Community Net Operating Income Margin, (6) Revenue per Occupied Unit (RevPOR),(7) Revenue per Available Unit (RevPAR) and (8) Adjusted EBITDA, which are 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, or net cash provided by (used in) operating activities. 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. Adjusted Operating Expenses, Community Net Operating Income, Community Net Operating Income Margin, Adjusted Community Net Operating Income, and Adjusted Community Net Operating Income Margin or Operating Margin are non-GAAP performance measures for the Company’s consolidated owned portfolio of communities that the Company defines as net income (loss) excluding: general and administrative expenses, interest income, interest expense, other income/expense, provision for income taxes, settlement fees and expenses, revenue and operating expenses from the Company’s disposed properties; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. For the periods presented herein, such other items include depreciation and amortization expense, gain(loss) on extinguishment of debt, gain(loss) on disposition of assets, long-lived asset impairment, and loss on non-recurring settlements with third parties. Both Adjusted Community Net Operating Income and Adjusted Community Net Operating Income Margin both exclude the impact from non-recurring state grant funds received. 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 Weighted Average Occupancy and Same- store End of Period Spot Occupancy excludes occupancy from non-same-store communities acquired and divested in the presented periods. The Company believes that presentation of Adjusted Operating Expenses, Community Net Operating Income, Community Net Operating Income Margin, Adjusted Community Net Operating Income and Adjusted Community Net Operating Income Margin or Operating Margin as performance measures are useful to investors because (i) they are some of the metrics used by the Company’s management to evaluate the performance of our core portfolio of communities, to review the Company’s comparable historic and prospective core operating performance of the consolidated owned communities, and to make day-to-day operating decisions; (ii) they provide an assessment of operational factors that management can impact in the short-term, namely revenues and the controllable cost structure of the organization, by eliminating items related to the Company’s financing and capital structure and other items that management does not consider as part of the Company’s underlying core operating performance and that management believes impact the comparability of performance between periods. Adjusted Operating Expenses, Net Operating Income, Community Net Operating Income Margin, Adjusted Community Net Operating Income, and Adjusted Community Net Operating Income Margin or Operating Margin have material limitations as a performance measure, including: (i) excluded interest is necessary to operate the Company’s business under its current financing and capital structure; (ii) excluded depreciation, amortization and impairment charges may represent the wear and tear and/or reduction in value of the Company’s communities, and other assets and may be indicative of future needs for capital expenditures; and (iii) the Company may incur income/expense similar to those for which adjustments are made, such as gain/loss on sale of assets, facility lease termination, or debt extinguishment, non-cash stock-based compensation expense, and transaction and other costs, and such income/expense may significantly affect the Company’s operating results. Adjusted EBITDA is a non-GAAP performance measures that the Company defines as net income (loss) excluding: depreciation and amortization expense, interest income, interest expense, other expense/income, provision for income taxes; and further adjusted to exclude income/expense associated with non-cash, non-operational, transactional, or organizational restructuring items that management does not consider as part of the Company’s underlying core operating performance and impacts the comparability of performance between periods. For the periods presented herein, such other items include stock-based compensation expense, provision for bad debts, gain (loss) on extinguishment of debt, gain on sale of assets, long-lived asset impairment, casualty losses, and transaction and conversion costs.
23% 20% 18% 11% 28% Texas Ohio Wisconsin Indiana Other 9% 91% Medicaid Private Pay 72 Communities 62 Owned 10 Managed ~8,000 Resident Capacity 3,600+ Employees 83.9% Q2 2023 Weighted Average Occupancy for Owned Communities Leading Operator of Senior Housing and Services 4 72 Communities 12% - 816 Units 41% - 2,927 Units 47% - 3,330 Units Assisted Living Independent Living Memory Care Attractive Markets and Resident Demographics Balanced Unit Mix Supports Target Market Profile Attractive Private Pay Revenue Mix(1) 15+ Communities 5 - 14 Communities < 5 Communities 7073 Units 18 States OwnedManaged Data through and as of June 30, 2023. (1) Data presented for the Company’s 62 owned communities.
Q2 2023 Operating Highlights 5 RevPOR excluding state grants increased 8.7% YoY and 3.6% QoQ YoY Q2 Resident Revenue increased 9.5% Adjusted Community NOI(1) up 30.7% YoY and 15.8% QoQ (1) Adjusted Community NOI is a non-GAAP measure and does not include non-recurring state grant revenue earned and received in Q2 2023 and Q2 2022. Nine consecutive quarters of revenue growth Operating Margin(1) up 370 bps YoY and 240 bps QoQ
Q2 2023 Capitalization Highlights 6 Fannie Mae Key Terms All maturities will be extended to December 2026 or beyond All contractually required principal payments under the 37 Fannie Mae loans will be deferred for three years or waived until maturity, resulting in $33.0M of cash savings through maturity Sonida will receive near-term interest rate reduction on all 37 assets, resulting in $6.1M in cash interest savings over the next 12 months Ally Bank Key Terms Granted Sonida a waiver of its minimum liquidity requirement of $13.0M under its Guaranty for 12 months Completed initial phase of debt restructuring covering 49 assets financed by Fannie Mae and Ally Bank Received $13.5M equity commitment from Conversant Capital, the Company’s largest shareholder
Q2 2023 Capitalization Highlights (continued) 7 Other Key Highlights Weighted average maturities extended 1+ year with nearest maturity coming in December 2026 (previously July 2024) Total cost of debt is 3.4% and 5.5% in the first and second year following the forbearance Total debt service decreases $15.5M and $8.9M in the first and second year following the forbearance Strengthens relationships with its institutional lending group Allows for the swift pivot to pursuit of strategic growth opportunities Completed initial phase of debt restructuring covering 49 assets financed by Fannie Mae and Ally Bank Received $13.5M equity commitment from Conversant Capital, the Company’s largest shareholder
Q2 2023 Financial Comparisons – Owned Communities 8 Q2 2023 Q2 2022 Q1 2023 Weighted Average Occupancy 83.9% 82.7% 84.0% RevPAR(1,2) $3,300 $3,002 $3,282 RevPOR(1,3) $3,932 $3,629 $3,909 Resident Revenue(4) $57.0 $52.0 $56.6 Adjusted Operating Expenses(1,5) $43.4 $41.4 $43.2 Community NOI(1) $13.6 $10.6 $13.4 Community NOI Margin(1) 23.9% 20.4% 23.7% Adjusted Community NOI(1) $13.2 $10.1 $11.4 Adjusted Community NOI Margin(1) 23.3% 19.6% 20.9% $ in Millions except RevPAR and RevPOR (1) Amounts are not calculated in accordance with GAAP. See page 3 for the Company’s disclosure regarding non-GAAP financial measures. (2) Adjusted RevPAR, excluding non-recurring state grant revenue earned and received in Q2 2023, Q2 2022 and Q1 2023, was $3,277, $2,971 and $3,164 for Q2 2023, Q2 2022 and Q1 2023, respectively. (3) Adjusted RevPOR, excluding non-recurring state grant revenue earned and received in Q2 2023, Q2 2022 and Q1 2023, was $3,903, $3,592 and $3,769 for Q2 2023, Q2 2022 and Q1 2023, respectively. (4) Revenue includes non-recurring state grant revenue earned and received in Q2 2023, Q2 2022 and Q1 2023, was $0.4 million, $0.5 million and $2.0 million for Q2 2023, Q2 2022 and Q1 2023, respectively. (5) Adjusted Operating Expense excludes professional fees, settlement expense, non-income tax, non-property tax, casualty gains and losses, operating expense for non-continuing communities and other expenses. Other expenses include corporate operating expenses not allocated to the communities. Adjusted Community NOI Margin increased 240bps from 20.9% in Q1 2023 to 23.3% in Q2 2023
84 .4 % 75 .5 % 78 .1 % 81 .0 % 81 .3 % 82 .3 % 83 .2 % 83 .7 % 84 .2 % 84 .2 % 84 .2 % 84 .0 % 76 .7 % 79 .7 % 82 .2 % 82 .2 % 83 .5 % 84 .2 % 84 .9 % 85 .0 % 85 .0 % 85 .4 % Q4 '19 Q1 '21 Q2 '21 Q3 '21 Q4 '21 Q1 '22 Q2 '22 Q3 '22 Q4 '22 Q1' 23 Q2' 23 Weighted Average Occupancy End of Period Spot Occupancy Nine Consecutive Quarters of Occupancy Growth (Same-Store) 9 Pandemic occupancy low pointPre-pandemic Data presented for the Company’s 60 same-store owned communities.
Q2 Delivers Continued Rate Expansion 10 Level of Care “LoC” Program Impact • Simplified 4 level system with clear requirements • New monitoring tools implemented to reinforce timely LoC reviews based on company and state-specific requirements • Leveraged new monitoring technology to facilitate more accurate resident assessments 93% of Current Residents Converted 4 Consecutive Quarters increase of LoC Revenue 18% YoY Increase of LoC Revenue 4.0% YoY Q2 Increase in Medicaid Revenue per Occupied Unit 3.0% Q2 Releasing Spread Resident Rent Rate(1) Increases • Q2 2023 was 3.3% higher than Q1 2023, largely due to the planned renewal of 38% of leases on March 1. • Sonida has shown positive rate growth in 7 of the last 8 quarters. 8.0% Q2 Rent Renewal Increase Percentage (1) Includes Private Pay and Medicaid rent only, excludes ancillary and care charges. Resident rent rates(1) increased $256 or 7.6% YoY compared to Q2 2022
Revenue Growth Outpacing Total Cost of Labor 11 Quarterly Labor Cost Trend as a Percent of Revenue(1) Dollars in 000s (1) Labor costs herein exclude benefits; percent of revenue computations exclude non-recurring state grants. • Three consecutive quarters of improvement as a percent of revenue • YTD June 2023 labor cost as a percentage of revenue are down 144 basis points compared to YTD June 2022 • YTD June 2023 contract labor decreased $3.1M, or 72% YoY compared to YTD June 2022
Cost Control Drives Further Margin Expansion 12 Quarterly Operating Expense Trend (Excluding Labor Costs(1)) Dollars in 000s (1) Amounts calculated as a percentage of revenues exclude non-recurring state grants in all periods. • Non-labor operating expense for Q2 2023 was 230 basis points below the 8-quarter average • Food cost per occupied day for Q2 2023 increased 1.8% compared to Q1 2023 but decreased 11.5% YoY compared to Q2 2022 • YTD June 2023 bad debt expense decreased 35.9% YoY compared to YTD June 2022
Debt Structure as of June 30, 2023 13 (1) Represents four community mortgages, which are not crossed with the remaining six Protective Life mortgages, that were not in compliance with their loan agreements as a result of the Company’s failure to make debt service payments beginning in February 2023. (2) Represents six compliant community mortgages within the Protective Life 10 community portfolio. All Other Fixed Rate 59.4% Protective Life Non-Compliant Fixed Rate 10.9% Protective Life Compliant Fixed Rate 7.6% Variable Rate 21.4% Insurance and Other 0.7% Effective weighted average interest rate As of June 30,2023 ($ in millions) All other Fixed Rate Debt $ 380.8 Protective Life Non-Compliant Fixed Rate(1) 69.8 Protective Life Compliant Fixed Rate(2) 48.5 Variable Rate (fully hedged) 137.2 Insurance and Other 4.3 Total Notes Payable $ 640.6
Supplemental Investor Information Q2 2023
Forward-Looking Statements 15 This presentation contains forward-looking statements which are subject to certain risks and uncertainties that could cause our actual results and financial condition of Sonida Senior Living, Inc. (the “Company,” “we,” “our” or “us”) to differ materially from those indicated in the forward-looking statements, including, among others, the risks, uncertainties and factors set forth under “Item. 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2023, and also include the following: The impact of COVID-19, including the actions taken to prevent or contain the spread of COVID-19, the transmission of its highly contagious variants and sub-lineages and the development and availability of vaccinations and other related treatments, or another epidemic, pandemic or other health crisis; the Company’s ability to generate sufficient cash flows from operations, additional proceeds from debt financings or refinancings, and proceeds from the sale of assets to satisfy its short and long-term debt obligations and to fund the Company’s capital improvement projects to expand, redevelop, and/or reposition its senior living communities; increases in market interest rates that increase the cost of certain of our debt obligations; increased competition for, or a shortage of, skilled workers, including due to the COVID-19 pandemic or general labor market conditions, along with wage pressures resulting from such increased competition, low unemployment levels, use of contract labor, minimum wage increases and/or changes in overtime laws; the Company’s ability to obtain additional capital on terms acceptable to it; the Company’s ability to extend or refinance its existing debt as such debt matures, including the Company’s ability to complete the modifications to its loan agreements; 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; the risk of oversupply and increased competition in the markets which the Company operates; the Company’s ability to improve and maintain controls over financial reporting and remediate the identified material weakness discussed in Item 9 of the Annual Report on Form 10-K; the departure of certain of the Company’s key officers and personnel; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; risks associated with current global economic conditions and general economic factors such as inflation, the consumer price index, commodity costs, fuel and other energy costs, competition in the labor market, costs of salaries, wages, benefits, and insurance, interest rates, and tax rates; and changes in accounting principles and interpretations. We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or outcomes that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. For information about the Company, visit www.sonidaseniorliving.com.
16 Table of Contents 4 Financial Overview 5 Community NOI 6 Net Income (Loss) Walk Forward 8 Capitalization 9 Geographical Breakdown 10 Financial and Key Metrics 11 Market Fundamentals 7 Adjusted EBITDA Walk Forward
Financial Overview – 62 Owned Communities 17 Note: Dollars in 000s. Numbers may vary due to rounding. (1) Resident Revenue, Community NOI, Community NOI Margin %, Net Income (loss), Adjusted EBITDA, REVPOR, and REVPAR include the impact of non-recurring state grants earned and received in the period, as follows: Q1 2022: 0.7mm, Q2 2022: 0.5mm, Q1 2023: 2.0mm, and Q2 2023: 0.4mm.
Community NOI – 62 Owned Communities 18 Note: Dollars in 000s. Numbers may vary due to rounding. (1) Includes Second Person and Level of care fees. (2) Community NOI and Other Income include the impact of non-recurring state grants earned and received in the period. (3) Includes benefits, overtime, payroll taxes, and related labor costs, excluding contract labor. (4) Adjusted Operating Expense excludes professional fees, settlement expense, non-income tax, non-property tax, casualty gains and losses, operating expense for non-continuing communities and other expenses.
Net Income (Loss) Walk Forward 19 Note: Dollars in 000s. Numbers may vary due to rounding. (1) Amounts are not calculated in accordance with GAAP. See page 3 for the Company’s disclosure regarding non-GAAP financial measures. . (2) Non-Operating Expenses include professional fees, settlement expense, non-income tax, non-property tax, casualty gains and losses, operating expense for non-continuing communities and other expenses.
Adjusted EBITDA Walk Forward 20 Note: Dollars in 000s. Numbers may vary due to rounding. (1) Represents the GAAP (gain) loss in connection with the extinguishment of debt as a result of the transition of legal ownership of two communities to Fannie Mae. (2) Includes Covid-19 relief revenue and grants received from federal relief funds of $9.1mm for Q2 2022. (3) Casualty losses related to non-recurring insured claims for unexpected costs. (4) Transaction and conversion costs related to legal and professional fees incurred for transactions, restructure projects, or related projects.
Capitalization (as of June 30, 2023) 21 Note: Dollars in 000s except for share price and strike price. Numbers may vary due to rounding. (1) Weighted average interest rate (2) Variable exposure is synthetically limited with interest rate caps on all of the debt. Rates reflect all-in interest rate (3) Includes unrestricted and restricted cash (4) Assumes Debt Modifications are in-place Common Equity (8.4%) Preferred Equity (6.1%) Debt (85.5%) Components of Total Capital
Geographical Breakdown – 62 Owned Communities 22 South/Southwest 18 Communities Midwest 36 Communities East 8 Communities (1) Data based on Q2 2023 average
Financial and Key Metrics – 62 Owned Communities 23 Note: Dollars in 000s. Numbers may vary due to rounding. (1) Includes Second Person Fees and Level of care fees. (2) Revenue includes non-recurring state grant revenue earned and received in Q2 2023 of $0.4M (3) Adjusted Operating Expense excludes professional fees, settlement expense, non-income tax, non- property tax, casualty gains and losses, operating expense for non-continuing communities and other expenses. (4) Includes benefits, overtime, payroll taxes, and related labor costs, excluding contract labor.
Market Fundamentals 24 Note: Dollars in 000s. Numbers may vary due to rounding. (1) Based on a 5-mile radius from Sonida community. (2) Adult child reflects population between the ages of 45-64. (3) Amounts are not calculated in accordance with GAAP. See page 3 for the Company’s disclosure regarding non-GAAP financial measures. (4) Includes independent living, assisted living, and memory care units in stand-alone and continuum communities. (5)140 Metropolitan Statistica Area ("MSA") across the country are classified by NIC MAP Vision into three market classes based on the Total Population. 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. Primary Markets (29%) Secondary Markets (37%) Tertiary Markets (34%) Market Type Classification(5) Source: NIC MAP Vision as of August 10, 2023. Demographics data is current as of January 1, 2023. NIC MAP Vision Seniors Housing Inventory data is current as of the 2Q2023 Market Fundamentals update.