Sonida Senior Living Q4 2025 Earnings Call - CHP acquisition closes, accelerating scale, synergies and deleveraging

Tiffany, Conference Operator: Hello, and thank you for standing by. My name is Tiffany, and I will be your conference operator today. At this time, I would like to welcome everyone to the Sonida Senior Living Q4 and full year 2025 earnings call. All lines have been placed on mute to prevent any background noise. After the speaker’s remarks, there will be a question-and-answer session. If you would like to ask a question during that time, simply press star, then the number 1 on your telephone keypad. I would now like to turn the call over to Jason Finkelstein, Investor Relations. Jason, please go ahead.

Jason Finkelstein, Investor Relations, Sonida Senior Living: Thank you, operator. All statements made today, March eleventh, two thousand and twenty-six, which are not historical facts, may be deemed to be forward-looking statements within the meaning of federal securities laws. The company expressly disclaims any obligation to update these statements in the future, except as required by law. Actual results or performance may differ materially from forward-looking statements. Certain factors that can cause actual results to differ are detailed in the earnings release that the company issued earlier today, as well as in the reports that the company files with the SEC, including the risk factors contained in the annual report on Form 10-K and quarterly reports on Form 10-Q. Please see today’s press release for the full safe harbor statements, which may be found in the 8-K filing from this morning or at the company’s investor relations page found at investors, that’s sonidaseniorliving.com.

As further described in the company’s current report on Form 8-K filed with the SEC this morning, the company completed its previously announced acquisition of CNL Healthcare Properties, Inc., or CHP, through a series of steps ending with a forward merger of CHP into a subsidiary of the company, with such subsidiary surviving the CHP merger, as a result of which the company now indirectly owns all the assets of CHP. Unless otherwise specifically noted or the context otherwise requires, the information presented on today’s call does not reflect the closing of the CHP acquisition. Please also note that during the call, the company will present non-GAAP financial measures. The reconciliations of these non-GAAP measures to the most comparable GAAP measure. Please see today’s earnings release.

If you’d like to follow along during today’s call, you can find Sonida’s fourth quarter and full year 2025 earnings presentation in the investor relations section of the company’s website. In addition, we’ve included supplemental information within our presentation consistent with prior quarters releases. I would now like to turn the call over to Sonida President and CEO, Brandon Ribar.

Brandon Ribar, President and Chief Executive Officer, Sonida Senior Living: Good afternoon, and thank you for joining us on our fourth quarter and year-end earnings call. This morning, we announced the completion of our previously announced merger in which Sonida has acquired CNL Healthcare Properties, or CHP, for a total consideration of $1.8 billion. The transaction closed on an accelerated timeframe with the overwhelming support of shareholders from both Sonida and CHP. More than 95% of votes received supported the transaction, a reflection of the significant value proposition delivered to shareholders of both companies. I’m thankful for the substantial effort put forth by both parties and our respective advisors. The transaction significantly enhances the company’s competitive positioning, including benefits of scale with additional accretive investment opportunities, increased trading liquidity, and balance sheet strength, accelerates our growth profile, and is expected to deliver earnings accretion to Sonida’s shareholders.

It’s worth pointing out that based on the creative asymmetrical collar structure that was put in place, we have issued approximately 8 million fewer shares than originally anticipated based on the reference price at the time of the announcement, resulting in material additional value creation for both legacy Sonida and CHP shareholders. Further, based on yesterday’s closing price, which is above the high end of the collar range, CHP shareholders received $7.22 of total consideration, which compares favorably to the $6.90 of value they would have received had the stock remained in the collar range. We are excited to welcome all of the CHP shareholders to Sonida. We assure you that every day we strive to create significant value and returns to our investors. The company has been on quite the journey over the last three years.

Including this transaction, we have added 93 communities to our portfolio of owned real estate since 2024. Nearly all of which are high-quality assets in growth markets that are newer than most of the competition in the market. We will continue to strive for excellence in our operational capabilities and customer service across each community we manage. I’ll provide additional color on the integration work completed since the transaction was announced last November later in my remarks. Switching to the performance of our business, I’m pleased with the progress and continued momentum in the fourth quarter, which continues into the beginning of 2026. The impact of investments in our labor model and the restructuring of operations were evident in our fourth quarter results and continue to trend well in the early months of 2026.

Growth in both our same-store and acquisition portfolios accelerated in Q4, and we are optimistic that with Q1 results, we will continue the trend of year-over-year and sequential quarterly improvement in top-line and bottom-line metrics. For the full year 2025, Sonida net operating income increased more than 22% and adjusted EBITDA at share improved 28%. A testament to both the earnings potential of assets purchased in 2024 and our operating team’s ability to drive organic asset growth while limiting our incremental G&A. We continue to see improving trends in the first quarter based on occupancy improvement in the same-store portfolio alongside an accelerated recovery in newly purchased communities. Additionally, for the full year 2026, we are targeting growth in our revenue per occupied room at or above our same-store growth achieved in 2025.

Our portfolio top line continued to deliver sequential growth and year-over-year improvement driven by both occupancy and rate, highlighted by accelerated recovery in our acquisition communities. I’d like to quickly highlight the accelerated recovery in our acquisition communities. The 19 communities acquired in 2024 performed exceptionally well with a sequential occupancy improvement of 290 basis points from Q3 to Q4. Comparing Q4 2025 to Q4 2024 for these communities, total occupancy improved 820 basis points, revenue increased more than 22%, and NOI margin expanded from 21% to 28%. This further demonstrates the growth potential in 2026 and beyond and a reflection on the caliber of real estate we acquired and our team’s operating capabilities.

Given both the scale of the CHP transaction and Sonida’s track record of successfully integrating communities into our operating platform with minimal periods of disruption, we are extremely optimistic that this merger will continue to drive improved performance trends and significant upside in a combined platform. Heading into 2026, our operating team will place added emphasis in two specific areas. The consistent delivery of excellent clinical care and services to support the health and well-being of our residents and the continued development of a labor model that rewards our strongest employees and furthers our retention efforts. We are proud of the work done in recent years to reduce our turnover by more than 30 percentage points. However, we still have room for improvement. Kevin will provide additional detail on our efforts across the labor side of the business as well as progress across key operating metrics in Q4.

I’ll quickly touch on the work completed over the previous four months on post-transaction integration and our updated view on synergies, both corporate and operational. We’ve spent considerable time working with the 16 operators across the existing CHP portfolio to understand areas of opportunity and assess potential strategic relationships. Our first priority is minimizing operational disruption for residents and community team members. Two key components to the effort are creating additional incentives for strong ongoing performance at the operator level and maintaining continuity within the CHP asset management function in the pro forma Sonida platform. Performance at the CHP operator and asset level has continued to trend favorably post-announcement with strong results in Q4 and positive trends as well early in 2026. We previously identified value-creating synergy in three components.

The reduction in the cost associated with managing the 54 SHOP assets and the operational benefits communities will experience as part of the Sonida platform. Kevin will provide further detail in his comments in addition to our plans for reporting changes in Q1 consistent with real estate-heavy peers, including the REITs. The addition of high-quality real estate located in strong growth markets further enhances the near- and long-term earnings power of our portfolio. On the combined portfolio, we will also accelerate deleveraging through strategic asset dispositions, enabling Sonida to recycle capital into higher growth, higher quality assets. This approach will apply to approximately 10% of the portfolio based on community count and subject to operational trajectory and market dynamics. We also expect the company’s free cash flow generation post-transaction to provide significant capital for reinvestment in both internal ROI projects and new acquisitions.

The commitment of a new upsized $405 million revolver at close of the transaction will further increase our available capital to capitalize our robust investment pipeline during the remainder of 2026. Finally, I’ll touch briefly on the company’s capital structure. We are pleased to have reached an agreement with Conversant Capital for the early conversion of its Series A convertible preferred stock into common equity. As disclosed earlier today in our 8-K, the convertible preferred originated in 2021 with the Conversant recapitalization and as of 12/31 had an outstanding balance of $51,250,000, carrying an 11% coupon, which we have been paying in cash. Under the terms of the new agreement, the Series A will be converted into common equity at $32 per share, thereby eliminating a high cost and onerous remnant of the company’s legacy capital structure.

This more than $5 million of additional annual free cash flow savings will be used to reinvest in opportunities in excess of the current 11% cost of capital. Pro forma for the conversion, Conversant will be fully aligned with all shareholders with all exposure via common equity. The transaction simplifies our capital structure, reduces our cost of capital, accelerates our deleveraging, and improves the pro forma free cash flow profile of the business. Note that the impact from this subsequent event is not reflected in the financial information being shared in today’s earnings presentation. These operating results and the continued value creating growth of our platform, including the CHP transaction, depend on the strength and capabilities of our local and regional leadership. We are proud of the compassion and commitment to results delivered every day in our Sonida communities.

Our focus will intensify further on retaining, developing, and recruiting new talent as we grow. Employee turnover and leadership turnover within our communities continues to trend favorably. Kevin will share additional details on company-wide trends, and I am confident these retention levels are a result of the investments we have made in wages, benefits, and the positive and supportive culture at Sonida. We continue to attract high-level talent in the operating and support functions due to elevated interest in career opportunities with Sonida, and I’m confident we will continue to attract top-notch talent with a commitment to providing high-quality care and services to our residents. Our near-term strategy and focus remains consistent as we accelerate our growth trajectory. Our mission is to continue building a best-in-class real estate portfolio with geographic purpose that enables our owner-operator model to deliver differentiated FFO and NOI growth.

Operational performance based on retention and development of strong local and regional leadership, combined with advanced technology platforms to improve resident outcomes and operating efficiency remain the linchpin to our success. Continued acquisitions in our primary geographies, along with strategic expansion into additional markets, will create further benefit operationally, including the additional product offerings and pricing options, efficiencies in sales and marketing costs, and labor efficiencies. I’ll now turn the call over to Kevin for detailed discussion of our Q4 financial performance.

Kevin, Chief Financial Officer, Sonida Senior Living: Thanks, Brandon. I will pick up on slide 16 with some commentary on Q4 and full year 2025. For our total portfolio at share for Q4, the company realized a 5.9% increase in RevPOR when comparing to the same quarter and the prior year. Annually, the year-over-year RevPOR growth was 8.8%, which reflects an elevated rate profile from our acquisitions and outsized rate increases on our same store portfolio during the year. On an annual basis, adjusted EBITDA grew 28% through a combination of our same store portfolio steady growth and the high-paced growth of our 2024 acquisition cohort. The same store portfolio picked up an additional 20 basis points of sequential occupancy gains in Q4 on the heels of growing our Q3 occupancy by 90 basis points to close out a strong second half of overall occupancy gains.

With the 19 communities from the 2024 acquisition cohort moving into the same store portfolio in 2026, we anticipate accelerated occupancy gains as these communities achieve full stabilization. Moving to our acquisition portfolio in more depth on Slide 18, the company realized an annual 680 basis point occupancy jump from 2024. Just as significant, most of this top line performance flowed through with the acquisition portfolio’s community NOI margin expanding 550 basis points to 24.7% from its 19.2% average. This one-year look at our 2024 and 2025 acquisitions validates the company’s strategy of acquiring under-operated quality assets and strong submarkets at significant discounts to replacement cost.

Further, due to the timing of the four community acquisitions that came online in 2025, this year’s NOI margin success was largely driven by the 2024 acquisition. Because of this, we believe there’s a similar significant runway for outsized KPIs on the 2025 acquisition cohort in the upcoming year. Moving to total portfolio highlights on Slide 19. The company grew its year-over-year total portfolio NOI at share by 22% or $15 million on an annualized basis. Note that the overall year-over-year occupancy and margin percentage for the total portfolio at share is unfavorably impacted due to the acquisitions coming in at lower starting average occupancy and margin levels. Moving ahead to Slide 20, where I will briefly touch on our new reporting portfolios for 2026 and beyond.

Going forward, our communities will be presented in one of three portfolios: same store, non-same store, and triple net lease. This simplified grouping aims to create more meaningful comps to our peer set and more closely aligns with how management thinks about the business and the company’s core portfolio. Earlier, Brandon referenced our strategy to upgrade our portfolio to a higher quality and younger community composition. To support this strategy, the company anticipates pruning its portfolio by approximately 10% based on community count, both legacy Sonida as well as CHP communities, and recycling capital out of communities with limited long-term growth prospects. Note that these communities represent significantly less than the 10% of NOI as they’re less profitable than the company’s core assets.

These non-core assets will be reported in our non-same store portfolio, along with our four stabilizing communities that came online in 2025 and other communities where targeted reinvestments and/or care conversions are in flight. The pro forma impact of bifurcating these non-core assets out of our same-store portfolio yielded a 16.2% year-over-year NOI growth rate when comparing Q4 2025 to Q4 2024. The related pro forma NOI margin percentage on this future state same-store portfolio of 27.8%, coupled with the recent execution of another successful annual in-place rate renewal campaign, positions the company for near to midterm achievement of breaking the 30% NOI margin threshold.

Hitting once more on occupancy on slide 21, our same-store occupancy gained 20 basis points sequentially in the last quarter of the year, which is typically the softest quarter of the year in terms of resident demand and tours. Despite this, we believe the widened sales funnel from our investments into digital marketing during the first half of 2025 allowed us to convert an outsized percentage of tours to move-ins, particularly in the second half of the year. We also believe that with similar strong demographics and our increased sub-market density, the CHP portfolio will be favorably impacted by the overlay of Sonida’s digital marketing and SEO capabilities. On to the same-store rate discussion on slide 22.

Looking ahead to 2026, the average annual rent renewal rate on in-place leases for the recent March 1 renewal was 7.9%, which was applicable to 96% of the total same-store residents. For context, this same percentage one year ago on a similar resident lease count was 6.8%. Additionally, the level of care revenues for 2025 increased 11.4% compared to prior year. Both these KPIs confirm that our thoughtful and detailed approach to rate setting, which is anchored by our investments in technology and close collaboration with community leaders on market rate analysis, is sustainable and will position us to continue to expand margins. We believe our pricing power will also benefit from the pruning of a handful of under-earning communities and increasing overall demand as occupancy levels continue to rise.

On the CHP portfolio, we are excited to see how the investments made in our clinical technologies will expand the capture of more timely and accurate care reassessments and related ancillary revenues. Diving into margin drivers and NOI more broadly, we will move ahead to slide 23 to discuss same-store operating expense trends. As a percentage of revenue, total labor excluding benefits decreased 40 basis points from the previous quarter and also decreased slightly from the same quarter in 2024. In our Q3 earnings call, we discussed several communities’ labor not being flexed timely amidst a rapid spike in occupancy. During that quarter, using our proprietary labor tools, we identified the drivers of the labor misses and implemented more stringent labor controls and close monitoring oversight from our corporate support center. These measures took root and supported reduced labor levels towards the second half of Q3 and fully into Q4.

For the fourth quarter, hours relative to occupancy decreased 2%. Additionally, absolute direct labor and overtime decreased approximately $200,000 from Q3 to Q4. On the non-labor expense front, absolute operating costs decreased slightly from Q3 2025 to Q4 2025, resulting in a favorable expense trending over the same period. Based on the structural changes to our labor control program in 2025 and positive early trending in 2026, we are encouraged by a solid foundation of unit economics around overall labor dollars. On the G&A and synergies front, we will revisit slide 11 for some of the merits of the CHP acquisition. We previously identified value creation in three distinct and separate areas. First, the reduction of total company G&A. Second, the reduction in costs associated with internalizing management of a portion of the 54 SHOP assets.

Third, the operational benefits CHP communities will experience as part of the Sonida platform, not necessarily limited to communities for which Sonida will start to operate directly. Our initial guidance contemplated only the reduction in G&A, with a range of $16 million-$20 million for year one run rate synergies. Based on our diligence, this synergy estimate continues to be appropriate, largely in part to the immediate termination of CNL’s advisory fee in connection with the close of the transaction. Beyond this initial guidance, we have identified further opportunities for future synergies tied to the latter two areas. Since November’s acquisition announcement, the initial discussions we’ve had with CHP’s third-party operators and our combined company deployment structure analysis have provided us with clear visibility into both top and bottom line upside that should gradually be realized through planned integration activities.

Starting with our first full combined reporting period in Q2, we will introduce additional reporting metrics, such as normalized FFO, consistent with real estate peers. Closing out my prepared comments, we will move to the balance sheet on slide 24. The CHP acquisition has allowed the company to take a significant stride towards its short-term leverage target of 6-6.5 times. The capitalization includes two-term loans totaling $525 million at SOFR plus 195, with the ability to push down to SOFR plus 130 as the company further reduces its leverage levels.

Beyond the upsizing of the company’s revolver to $405 million that Brandon referenced earlier, the accordion feature provides for an additional $320 million of debt capacity to support the company’s growth initiatives. In total, the bank debt provides for total capacity of $1.25 billion and was led by blue chip banks, including seven first-time lenders to Sonida, as well as the re-upping from our two legacy corporate lenders, BMO and RBC. We are extremely pleased with the execution of the syndication and the support that the bank group can provide to our ongoing growth. Back to you, Brandon.

Brandon Ribar, President and Chief Executive Officer, Sonida Senior Living: Thanks, Kevin. 2026 is off to a strong start on all fronts. The combination of organic growth across our 96 communities, coupled with the addition of high-quality assets within the CHP portfolio, provides opportunity for accelerated growth. On the people front, our leadership team across the community, regional, and central support level has never been stronger or more motivated to create great outcomes for our residents, team members, and key stakeholders. Plans are in place for the successful integration of new communities on a responsible and productive timeline and further strategic relationships with select new managers offer additional growth opportunities. We welcome our new shareholders as of today and the additional institutional investors seeking a differentiated owner/operator platform. We are truly excited about the future ahead and thankful for the consistent support from our existing investors.

The Sonida team remains fully dedicated to the successful execution of our organic and inorganic growth objectives. This concludes our prepared remarks. Operator, please open the line for any questions.

Tiffany, Conference Operator: At this time, if you would like to ask a question, press star, then 1 on your telephone keypad. To withdraw your question, simply press star 1 again. We will pause for just a moment to compile the Q&A roster. Your first question comes from the line of Ronald Kamdem with Morgan Stanley. Please go ahead.

Ronald Kamdem, Equity Research Analyst, Morgan Stanley: Great. Congrats on closing the merger. I’m sure that was a lot of work to get done. I guess my first question, and I can appreciate, I think you mentioned normalized FFO guidance is coming in 2Q, but I think the presentation had $1.25 sort of on a run rate basis, and so forth. I was just wondering if you could talk through some high level what the adjusted EBITDA and interest costs and any other assumptions that was going into that number post-merger. Thanks.

Brandon Ribar, President and Chief Executive Officer, Sonida Senior Living: Yeah, Ron, thank you for just the congrats. Team did a ton of work over the last handful of months, and I think in terms of what’s gonna go into the calculation, we’ll continue to kinda get that information out as we release in Q1 and all the various components that are gonna go into it. Our goal has been to make it comparable with the other, you know, large-scale reporters on the REIT side. You should expect that they’ll be consistent, kind of puts and takes around those numbers as we convert them over to providing that additional information.

Ronald Kamdem, Equity Research Analyst, Morgan Stanley: Great. Then my second question was just on the 10% of the portfolio that is to be pruned. Sort of any idea of, like, the speed of that? Is that over the next 6-12, or how are you thinking about that? Is that capital going into more acquisitions on the pipeline? Is it paying down debt? Is there sort of more development CapEx to spend? Just how are you thinking about sort of the, those sources and uses? Thanks.

Brandon Ribar, President and Chief Executive Officer, Sonida Senior Living: Yeah. I’d say that we do want to make progress on that front kind of right out of the gate, so I would expect kind of the 6- to 12-month timeline that we’ll be in the market on a handful of those assets. As Kevin mentioned in his script, not really high NOI contributors in terms of the % of the total portfolio. Dollars from those transactions would, you know, first go to de-lever the company and then would be available for recycling into assets that we feel like reflect what the go-forward portfolio represents, which are high quality, newer vintage assets in strong growth markets that have a really good growth trajectory. Think about it in terms of, like, of reducing the low growth assets and recycling that into higher growth, newer long-term hold assets.

Ronald Kamdem, Equity Research Analyst, Morgan Stanley: Great. My last one, if I may, is just on the portfolio changes. I think you said 16%+, 16%-17% same-store NOI, pro forma on sort of the new same store pool. Is that a good run rate number? Is there any sort of, you know, puts and takes in terms of comps or anything like that? Because you know, I think the reported number was sort of 6.5% for Q4, so that’s sort of a big delta. Just wondering, you know, if any sort of other puts and takes around that. Thanks.

Kevin, Chief Financial Officer, Sonida Senior Living: Yeah, Ron, this is Kevin. I appreciate all the comments. We think about that number as just a jumping-off point from 25 in terms of how that new bucket, that redefined bucket of assets performed, not necessarily relative to the peer set. As we release the block, the blocks for how to kinda model this out and then normalize FFO metrics, we’ll get more insight as to what we think that NOI growth percentage would be. Right now, what we’re seeing, particularly on the rate environment and the stabilization of hours and labor, we think that’s a pretty good number in terms of what we can expect from that new same store portfolio.

Ronald Kamdem, Equity Research Analyst, Morgan Stanley: Great. Thanks so much. That’s it for me.

Brandon Ribar, President and Chief Executive Officer, Sonida Senior Living: Thank you, Ron.

Tiffany, Conference Operator: Your next question comes from the line of Wesley Golladay with Baird. Please go ahead.

Wesley Golladay, Equity Research Analyst, Baird: Hey, everyone. Congrats on getting the merger completed. Follow up on Ron’s question. I guess when you look at your new same-store pool, it looks like there’s gonna be a lot of occupancy gained and also some pricing power in the legacy portfolio. For that six point- or the 7.9% rate increase, is that for the legacy pool or the current pool?

Brandon Ribar, President and Chief Executive Officer, Sonida Senior Living: That’s for the legacy pool that just got pushed through last week, March first.

Wesley Golladay, Equity Research Analyst, Baird: Okay. You talked about working on, you know, your labor model, boosting retention. Do you think that’ll be all completed within this year?

Brandon Ribar, President and Chief Executive Officer, Sonida Senior Living: I don’t think we’ll ever be fully complete on optimizing our labor model ’cause the reality we’re always gonna be working on it. I think we feel really good about the market right now in terms of being able to retain our people at levels of wage increases that are in line with our expectations and inside of what we’ve experienced last year. I think that the areas the middle of last year that we saw challenges in or invested in additional labor costs, you know, feel confident that trends we saw in Q4 are continuing in the early part of this year.

We’ve got a significant amount of resources kinda dedicated to ensuring stability on that front, and then also working as we bring new communities into the fold on areas of opportunity within their labor models. That’ll be a heavy focus for us this year.

Wesley Golladay, Equity Research Analyst, Baird: Okay. On the disposition front, I. You did mention selling, you know, lower income producing assets, but maybe you can talk about what is your long-term plan with the net lease assets. Will those be any-

Brandon Ribar, President and Chief Executive Officer, Sonida Senior Living: Yeah.

Wesley Golladay, Equity Research Analyst, Baird: Part of the dispositions this year?

Brandon Ribar, President and Chief Executive Officer, Sonida Senior Living: Yeah. I would say that right out of the gate, clearly there’s a very attractive profile from a cash flow perspective that, you know, that we’ve shared in terms of our expectations around kind of like stabilized free cash flow. So there’s a really strong component to that. It’s not our kinda core business, but I think that we will, you know, kind of ongoing evaluation of how the market is, you know, looking at those types of assets and opportunities. So no immediate plans. I think that we’ll be just kinda thoughtfully considering, you know, how that continues to, you know, look in the market and whether or not there is an opportunity that makes sense to sell and recycle the capital.

Realistically, you know, immediately we’re gonna see the benefit of two really good operators in there that are delivering really stable cash flow through those leases.

Wesley Golladay, Equity Research Analyst, Baird: Great. All right. Thanks a lot. I’ll hop back in the queue.

Tiffany, Conference Operator: That concludes our question and answer session. I will now turn the call back over to Brandon Ribar for closing remarks.

Brandon Ribar, President and Chief Executive Officer, Sonida Senior Living: Thank you all for participating in the call today. Appreciate all the support. Excited around the announcement this morning of the completion of the merger and look forward to continued discussions, next time we chat around Q1 results. Take care.

Tiffany, Conference Operator: Ladies and gentlemen, this concludes today’s call. Thank you all for joining. You may now disconnect.