Executive Summary

Q3 showed strong top-line growth and occupancy, but GAAP profitability deteriorated due to merger-related costs and an impairment; adjusted EBITDA grew year-over-year while same-store margins compressed sequentially .
Same-store occupancy reached the highest post-Covid level at 87.7%, with October spot occupancy at 89.0%, positioning margins to expand as labor initiatives take hold .
Management announced a definitive $1.8B merger with CNL Healthcare Properties to create a scaled pure-play senior housing platform; closing is expected late Q1/early Q2 2026 and is the key stock catalyst .
Wall Street consensus estimates were unavailable via S&P Global; results are assessed against company-reported figures and qualitative call commentary (see Estimates Context).

What Went Well and What Went Wrong

What Went Well

Occupancy and rate traction: Same-store occupancy peaked post-Covid at 87.7% and October spot hit 89.0%; RevPAR grew to $3,817 and blended RevPOR to $4,353 in Q3 . “Our portfolio top line continued to deliver sequential growth... Same-store occupancy increased 90 basis points sequentially to 87.7%” (CEO) .
Acquisition portfolio accelerating: Sequential occupancy +180 bps; resident revenue +14.5%; community NOI +22.0% QoQ, evidencing successful integration and labor normalization . “We have hardly any contract labor... premium labor and overtime are normalizing, aiding NOI” (CFO) .
Strategic M&A: Announced $1.8B CHP merger with accretive AFFO/FFO synergies and deleveraging; collar-based stock consideration and $2.32 cash per CHP share; expected closing late Q1/early Q2 2026 .

What Went Wrong

GAAP loss widened: Net loss attributable to shareholders was $(26.9)m vs $(13.8)m YoY, driven by $6.2m transaction/restructuring costs and a $4.7m impairment; interest expense remained elevated .
Margin compression: Same-store NOI margin fell to 27.3% from 28.6% in Q2 as labor did not flex timely with rapid occupancy ramp early in the quarter .
Operating cost pressure: Non-labor expenses increased (utilities, electricity) due to prolonged summer conditions in TX/SE markets; overall labor as % of revenue rose 70 bps QoQ before improving late in the quarter .

Financial Results

Metric	Q1 2025	Q2 2025	Q3 2025
Total Revenues ($USD Millions)	$91.923	$93.525	$98.038
Net Income (Loss) Attributable to Sonida Shareholders ($USD Millions)	$(12.529)	$(1.563)	$(26.911)
Diluted EPS ($)	$(0.77)	$(0.16)	$(1.56)
Adjusted EBITDA ($USD Millions, non-GAAP)	$13.565	$14.093	$13.159
Same-Store Occupancy (%)	86.8%	86.8%	87.7%
Same-Store NOI Margin (%) (non-GAAP)	27.5%	28.6%	27.3%

Notes: Q2 same-store occupancy is disclosed as 86.5% in the Q2 press release highlights (56-community cohort) ; the investor deck tables reflect 55-community same-store cohort at 86.8% .

KPI Trends (Same-Store Portfolio)

KPI	Q3 2024	Q2 2025	Q3 2025
RevPAR ($/month)	$3,623	$3,787	$3,817
RevPOR ($/month)	$4,158	$4,361	$4,353
Same-Store Resident Revenue ($USD Millions)	$55.905	$58.524	$58.928
Same-Store Community NOI ($USD Millions, non-GAAP)	$15.679	$16.714	$16.087
Same-Store Community NOI Margin (%) (non-GAAP)	28.0%	28.6%	27.3%

Acquisition Portfolio (At-Share) – Sequential Dynamics

Metric	Q2 2025	Q3 2025
Weighted Average Occupancy (%)	77.3%	79.1%
RevPAR ($/month)	$4,793	$4,904
RevPOR ($/month)	$6,205	$6,203
Resident Revenue ($USD Millions)	$17.3	$19.8
Community NOI ($USD Millions, non-GAAP)	$4.1	$5.0
Community NOI Margin (%) (non-GAAP)	23.7%	25.3%

Segment/Acuity Breakdown (Same-Store RevPOR)

Acuity	Q3 2024 RevPOR ($/month)	Q3 2025 RevPOR ($/month)
Independent Living	$2,868	$2,984
Assisted Living	$4,786	$4,980
Memory Care	$6,337	$6,556
Blended Total	$4,158	$4,353

Guidance Changes

Metric	Period	Previous Guidance	Current Guidance	Change
Revenue	FY/Quarter	None provided	None provided	Maintained (no formal guidance)
Margins	FY/Quarter	None provided	None provided	Maintained (no formal guidance)
OpEx	FY/Quarter	None provided	None provided	Maintained (no formal guidance)
OI&E/Tax	FY/Quarter	None provided	None provided	Maintained (no formal guidance)
Strategic Transaction Timeline	CHP Merger	N/A	Closing expected late Q1 or early Q2 2026	New disclosure

Earnings Call Themes & Trends

Topic	Previous Mentions (Q1 2025)	Previous Mentions (Q2 2025)	Current Period (Q3 2025)	Trend
Occupancy & Rates	Same-store occupancy 86.8%; RevPAR $3,711; RevPOR $4,274; margin expansion YoY	Same-store occupancy 86.5–86.8%; RevPAR $3,797; RevPOR $4,388	Same-store occupancy 87.7%; October spot 89.0%; RevPAR $3,817; RevPOR $4,353	Improving
Labor & Technology	Build-out of clinical resources; operating cadence revised	Foundational improvements; early labor volatility; onboarding without added FTEs	EHR rollout completed; scheduling/nurse call data driving labor flex; hours per resident day improving	Improving
M&A/Integration	Active acquisitions; owner-operator densification	Added Tampa & Atlanta assets; Ally term loan refinanced	CHP merger announced; acquisition portfolio NOI up; yield >10% at 2024 cohort	Accelerating
Capital Structure	ATM program; credit facility availability	$137m Ally term loan; credit facility availability $32.9m	Credit facility outstanding $86.1m; $40.9m available; 57% fixed-rate debt; WAI 5.5%	Stable/Improving
Referral Mix	—	Reliance on outside placements down from 43% to 26% YoY	Continued internal leads driving occupancy/margins	Improving

Management Commentary

“In the third quarter, total portfolio community NOI grew approximately 21%, driven by solid rent growth and strong results in the acquisition portfolio.” (CEO)
“In the same-store portfolio, occupancy achieved its highest levels post-Covid at 87.7%, with end of October spot occupancy reaching 89.0%.” (CEO)
“We are moving in a positive direction on the labor front... technology to staff our communities based on daily service and clinical needs... key to achieving margin expansion as occupancy approaches 90%.” (CEO)
“Our acquisition portfolio NOI increased by $900,000 or 22% sequentially... when removing the losses from newly opened and September acquisitions, the increase jumps to $1.1 million or 28%.” (CFO)
“The total transaction costs were $75 million... $6 million of that in Q3; we should continue to see transaction costs each month into next year.” (CFO)

Q&A Highlights

Occupancy trajectory vs industry: Management acknowledged earlier summer lag vs peers; emphasized October spot 89.0% and improved internal lead generation reducing paid referrals; focus on margin flow-through as occupancy nears 90% .
Merger costs cadence: ~$6.2m transaction costs in Q3 as part of ~$75m total expected; further costs to accrue ahead of closing .
RevPAR vs expense trend: Targeting margin expansion into “30+% range” via rate discipline and labor management normalization; labor volatility in July/August subsided by quarter end .
Labor utilization: Minimal contract labor; premium/overtime normalizing; permanent staffing being built in acquisition communities to support NOI .

Estimates Context

S&P Global consensus estimates for EPS and revenue were unavailable for Q3 2025 and the prior two quarters; only actuals were returned, so no beat/miss assessment versus consensus can be made. Values retrieved from S&P Global.*

Key Takeaways for Investors

Near-term: Evidence of accelerating occupancy and acquisition performance should support margin recovery into Q4/Q1; watch labor flex and non-labor cost inflation (utilities) for flow-through risk .
Merger catalyst: CHP transaction materially scales Sonida, adds liquidity/free float, and is expected to be accretive to FFO/AFFO with ~$16–20m annual corporate synergies; closing late Q1/early Q2 2026 is a key event path .
Balance sheet: Weighted average interest ~5.5% with 57% fixed-rate mix; $40.9m credit availability at Q3 provides flexibility; majority of maturities in 2029+ .
Non-GAAP vs GAAP: Adjusted EBITDA growth (+30.7% YoY) contrasts with widening GAAP loss due to transaction/impairment; monitor ongoing merger costs through 2026 and the timing of synergy realization .
Pricing power: Private-pay rent increases near 5% YoY and level-of-care fees +14% YoY underpin RevPOR momentum, supporting margin expansion as labor improves .
Execution priorities: Management focus on outlier communities (notably TX cohort), pruning non-strategic assets, and codifying labor-tech processes to stabilize margins .
Risk watch: Elevated interest rates, labor market tightness, and integration complexity from CHP are principal execution risks cited by management; ensure covenant compliance and integration plans progress as disclosed .

Citations: Q3 press release and 8-K exhibit (financials, NOI metrics, occupancy, merger) ; Q3 Earnings Call Transcript (prepared remarks, labor/occupancy, acquisition performance, Q&A) ; Q2 PR (financials, occupancy and RevPAR/RevPOR, Ally term loan) ; Q1 PR (financials, same-store improvements) .

Disclaimer: *Values retrieved from S&P Global.

SONIDA SENIOR LIVING, INC. (SNDA)·Q3 2025 Earnings Summary