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11/10/2025
Thank you for standing by. At this time, I would like to welcome everyone to the Sunita Senior Living third quarter 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 this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. Thank you. I will now turn the call over to Jason Finkelstein, Investor Relations.
Thank you, Operator. All statements made today, November 10, 2025, 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. 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 report 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.sanitaseniorliving.com. In addition, as it relates to any discussions today regarding the proposed transaction announced on November 5th, 2025, we have made and will continue to make important filings with the SEC in connection with the proposed transaction, including a registration statement on Form S-4 and the related joint proxy statement prospectus to be filed with the SEC in connection with the proposed transaction. Today's call is not intended to be and is not a substitute for those filings. We urge you to read those materials carefully when they become available before making any voting or investment decisions. Please also note that during this call, the company will present non-GAAP financial measures. For 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 Sunita's third quarter 2025 earnings presentation in the investor relations section of the company's website. In addition, we have included supplemental earnings information within our presentation consistent with prior quarter releases. I would now like to turn the call over to Sunita President and CEO, Brandon Rebar.
Thanks, Jason. Good morning, and thank you for joining us on our third quarter earnings call. Last week, we announced the significant step in the Sunita journey with the signing of a merger agreement to acquire CNL Healthcare Properties, or CHP, for total consideration of $1.8 billion. The transaction, which is scheduled to close in late Q1 or early Q2 of 2026, accelerates the company's growth profile and should deliver significant value to Sunita's current and future shareholders. The structure of the transaction achieves four simple but highly impactful objectives. First, it is accretive to the quality and age of our real estate, with an average age below public peers and our existing portfolio. Second, the transaction is significantly accretive to AFFO per share through structural and operational synergies, while at the same time, it materially reduces leverage with a clear path to achieving our target of six times leverage. And finally, the additional liquidity generated through the issuance of shares to CHP's current retail shareholder base will immediately increase the free float of the stock to approximately $1 billion following closing of the transaction. The addition of high quality real estate located in strong growth markets further enhances the near and long-term earnings power of the portfolio and creates additional flexibility for portfolio optimization as we look to recycle out of select, lower growth assets into higher return acquisitions. For reference, we have acquired 23 assets over the last 18 months. Once we close and integrate the CHP portfolio, we hope to return to this pace of acquisitive growth. The company's free cash flow generation post-transaction provides significant capital for accretive reinvestment in both internal ROI projects and bolt-on acquisitions. Additionally, the commitment of a new, upsized $300 million revolver at close of the transaction will further increase our available capital to capitalize on our robust investment pipeline in the second half of 2026. Switching now to our third quarter results, our portfolio top line continued to deliver sequential growth and year-over-year improvement driven by both occupancy and rate, highlighted by an accelerated recovery in our acquisition communities. Total portfolio NOI grew 21% year-over-year, including the NOI drag from communities opened or acquired in 2025. Adjusted EBITDA improved more than 30% on the strength of our acquired communities, same store NOI growth, and the effective management of our GNA. Same store occupancy increased 90 basis points in sequential quarters to 87.7% and finished October with an average of 88%, a portfolio high point. Our 19 communities acquired in 2024 performed exceptionally well with a sequential improvement of 370 basis points from Q2 to Q3. Our operating team will place added emphasis in two specific areas as we close the year. The consistent delivery of excellent clinical care and services to support the health and well-being of our residents and the laser focus on NOI flow through with a strong occupancy base. Additionally, managing outlier community performance in the same store portfolio remains a key focus and is limited to headline same store NOI growth numbers in Q2 and Q3 as Kevin will further detail. Our goal is to continually assess the long-term earnings potential of each community and implement required operational changes, further invest to drive higher performance, or monetize those non-strategic or low growth assets. Kevin will elaborate further on the details of the results, but I want to touch on a few important elements of the operating plan moving forward. For the month of October, we had a record high occupancy for our same store portfolio of 88%. Additionally, our overall rate profile of the business remained strong, and labor trends have moved in line with expectations after the completion of our regional restructuring and scheduling system overhaul, which heightened labor volatility in July and early August. Labor metrics in the early stages of the fourth quarter remain steady in terms of hours of labor per resident day and total wages. We are moving in a positive direction on the labor front and a continued emphasis on the use of technology to staff our communities based on the daily service and clinical needs of our residents, will be key to achieving margin expansion as occupancy levels approach 90%. The phased rollout of our new clinical system supporting a robust electronic health record system in our assisted living and memory care apartments was completed at the end of the third quarter. In conjunction with the full implementation of additional scheduling technology and staffing data generated through our nurse call system, our operations team will now have a consistent view of staffing trends and variability in each of our communities. A strong technology platform coupled with more robust labor management processes and oversight provide our local leadership the tools to manage their workforce efficiently while delivering excellent care and services to our residents. Fundamental to our acquisition strategy is the ability to enhance resident care while optimizing the labor cost model as communities deliver occupancy growth. Our acquisitions continue to shine with another strong quarter of growth on both the top line and net operating income. Specific to the acquisitions completed in 2024, we view November 2024 as the baseline month given all 19 communities had been transitioned into the portfolio. Over the last 12 months, average occupancy has increased from 76.3% to 83.7%, and resident rates have increased 4.2% over the same period. These acquisition communities reached a high point in both occupancy and NOI in Q3, and trends in October remain strong. Given the scale of the CHP transaction, Tanita's track record of successfully integrating communities into our operating platform, minimizing the period of initial disruption and improving performance trends, gives us confidence in our team's ability to execute this more complex and scaled transaction. On the whole, our acquisitions continue to achieve or exceed our underwriting, and the pace of recovery has accelerated in less than the 18 to 24 month timeline previously indicated in our comments. The combined NOI of the acquisitions completed in 2024 represents a greater than 10% yield on total acquisition costs, with additional upside remaining in all key operating metrics. These operating results and the continued 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 Sunita communities. We are also intensely focused on retaining, developing, and recruiting new talent as we grow. Employee turnover and leadership turnover within our communities continues to trend favorably. 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 Sunita. Recruiting additional talent to successfully scale the business and execute our growth plan will be imperative, and based on the elevated external interest in career opportunities within Sunita, I'm confident we will continue to attract top-notch talent with a commitment to providing high-quality care and services to our residents. I'll now turn the call over to Kevin for detailed discussion of our Q3 financial performance.
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