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) March 30, 2022
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<br>File Number) | (IRS Employer<br>Identification No.) |
| 16301 Quorum Drive | |
| --- | --- |
| Suite 160A | |
| Addison, Texas | 75001 |
| (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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | 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>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock | SNDA | New York Stock Exchange |
| Item 2.02 | Results of Operations and Financial Condition. | |
| --- | --- |
On March 30, 2022, Sonida Senior Living, Inc. (the “Company”) issued a press release announcing it will file a Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission (the “SEC”) for an extension to file the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. The press release also announces certain preliminary financial estimates for the fourth quarter ended December 31, 2021. 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 and Exhibit 99.1 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 contains, and may implicate, forward-looking statements regarding the Company and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
| Item 8.01 | Other Information. |
|---|
The 2022 annual meeting of the Company’s stockholders (the “Annual Meeting”) has been scheduled for June 9, 2022. The record date for the Annual Meeting has been set as the close of business on April 18, 2022.
The Company will be filing a proxy statement and other documents regarding the Annual Meeting with the SEC. The Company’s stockholders are urged to read the proxy statement and other relevant materials when they become available, because they will contain important information about the Company, the Annual Meeting and related matters. Stockholders may obtain a free copy of the Company’s proxy statement, when available, and other documents filed by the Company with the SEC at the SEC’s website (www.sec.gov) and in the investor relations section of the Company’s website (www.sonidaseniorliving.com).
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| 99.1 | Press Release, dated March 30, 2022* |
|---|---|
| 104 | Cover Page Interactive Data File-formatted as Inline XBRL. |
| * | This exhibit to this Current Report on Form 8-K is not being filed but is 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: March 30, 2022 | Sonida Senior Living, Inc. | |
|---|---|---|
| By: | /s/ David R. Brickman | |
| Name: | David R. Brickman | |
| Title: | Senior Vice President, Secretary and General Counsel |
EX-99.1
Exhibit 99.1
Sonida Senior Living, Inc. To Extend Timing of Fourth Quarter and
Full-Year Earnings Release
Highlights recent operating performance
DALLAS – March 30, 2022 – Sonida Senior Living, Inc., (NYSE: SNDA) announced today that it will file a Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission for an extension to file the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
During Fourth Quarter 2021, the Company completed a complex recapitalization transaction with Conversant Capital LLC and its affiliates, Conversant Dallas Parkway (A) LP and Conversant Dallas Parkway (B) LP, and the Company also completed the disposition and transfer of ownership of several communities throughout 2021. The accounting for these significant transactions, along with recent changes in personnel in the Company’s accounting department, has necessitated this extension.
“The past year was transformational for Sonida Senior Living,” said Kimberly S. Lody, President and CEO. “The Company successfully stabilized its balance sheet with the Conversant transaction and subsequent debt refinancing, enabling our team to continue its strong focus on operational improvements and strategic growth.”
Recent Performance Highlights
| • | The Company currently estimates that Fourth Quarter 2021 revenue per available unit (REVPAR) for the<br>Company’s same-store, owned portfolio of communities increased approximately 5.3% compared to the prior year quarter, including a 390 basis point increase in occupancy. Revenue per occupied unit (REVPOR) for the same comparison period increased<br>20 basis points to $3594. |
|---|---|
| • | December 2021, January 2022 and February 2022 average monthly occupancy of 81.6%, 82.0% and 82.2%, respectively,<br>demonstrate continued occupancy improvement from the COVID-pandemic low point of 75.3% reported in February 2021. |
| --- | --- |
| • | As compared to the Third Quarter 2021, the Company currently estimates that Fourth Quarter 2021 revenue per<br>available unit (REVPAR) for the Company’s same-store, owned portfolio of communities increased approximately .9%, including a 30 basis point increase in occupancy. Revenue per occupied unit (REVPOR) grew approximately 50 basis points.<br> |
| --- | --- |
Additional preliminary financial estimates relating to the Company’s full year and three months ended December 31, 2021, are expected to be included in the Form 12b-25.
Subsequent Events
| • | On February 1, 2022, the Company closed on the acquisition of two recently renovated independent living<br>communities in the Indianapolis market for $12.3 million. |
|---|---|
| • | On March 10, 2022, the Company closed an $80 million refinancing, which addressed all debt maturing<br>through mid-2024, and was secured by a portfolio of 10 assets. The term loan includes an additional $10 million of proceeds that will become available subject to the portfolio achieving certain financial<br>performance metrics. The loan also includes an uncommitted $40 million accordion to support the Company’s growth plans. |
| --- | --- |
The Company will schedule its earnings release and conference call to take place on or before April 15, 2022, and will provide a call-in number when the date is announced. The Company’s earnings release is scheduled to be distributed to news services before the market opens on the conference call date.
Cautionary Statement Regarding PreliminaryFinancial Estimates and Other Forward-Looking Information
The financial estimates set forth herein for the quarter ended December 31, 2021 are preliminary and unaudited. In addition, the statements included in this press release regarding the Company’s financial performance and results of operations, in each case as expected to be reported, and other statements that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Although the Company believes the expectations and estimates reflected in its forward-looking statements are reasonable, the Company can give no assurance they will prove to have been correct. Such expectations and estimates can be affected by inaccurate assumptions or by known or unknown risks and uncertainties and, if one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated. Factors that could cause actual results to differ materially from expected results include the results and finalization of the Company’s audited financial statements to be included in the Form 10-K, and those described in the Company’s reports filed with the SEC.
About Sonida Senior Living
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. The Company’s 77 communities are home to nearly 7,000 residents across 18 states providing comfortable, safe, affordable communities 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.
For more information, contact: Kimberly Lody (972) 308-8323, klody@sonidaliving.com