UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 20212022 
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                     

Commission file number: 1-13445
csu-20210930_g1.jpg
CapitalSonida Senior Living, CorporationInc.
(Exact Name of Registrant as Specified in its Charter)
Delaware75-2678809
(State or Other Jurisdiction of
Incorporation or Organization)		(I.R.S. Employer
Identification No.)
16301 Quorum Drive, Suite 160A, Addison, TX75001
(Address of Principal Executive Offices)principal executive offices)(Zip Code)code)
(972) 770-5600
(Registrant’s Telephone Number, Including Areatelephone number, including area Code)code)
NONE
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of exchange on which registered
Common Stock, $0.01 par value per shareCSUSNDANew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes   x     No  ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer¨Accelerated filer¨
Non-accelerated filerxSmaller reporting companyx
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.  ¨
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ☐
No  x
As of November 8, 2021,October 31, 2022, the Registrant had 6,443,646 outstanding6,669,949 shares of its Common Stock, $0.01 par value, per share.common stock outstanding.



CAPITAL SENIOR LIVING CORPORATIONSonida Senior Living, Inc.
INDEXForm 10-Q Table of Contents
For the Period Ended September 30, 2022

Page
Number

Item 1. Financial Statements.Statements

Condensed Consolidated Balance Sheets — SeptemSeptberember 30, 20212022 (Unaudited) and December 31, 20202021
34
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) — Three and Nine Months Ended SeptemberSeptember 30, 2022 and 2021 and 2020(Unaudited)
45
Condensed Consolidated Statements of Shareholders’ Equity (Deficit)— Three and NineNine Months Ended September 30, 2022 and 2021 and 2020(Unaudited)
56
Condensed Consolidated Statements of Cash Flows — Nine Months Ended SeptemberSeptember 30, 2022 and 2021 and 2020(Unaudited)
67
Notes to UnauditedCondensed Consolidated Financial Statements (Unaudited)
78
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
2519
Item 3. Quantitative and Qualitative Disclosures About Market Risk
3723
Item 4. Controls and Procedures
3923
4025
Item 1. Legal Proceedings
4025
Item 1A. Risk Factors
4025
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
4125
Item 3. Defaults Upon Senior Securities
4225
Item 4. Mine Safety Disclosures
4225
Item 5. Other Information
4225
Item 6. Exhibits
4326
4227


2


Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this Quarterly Report on Form 10-Q of Sonida Senior Living, Inc. (together with its consolidated subsidiaries, “Sonida,” “we,” “our,” “us,” or the “Company”) constitutes “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. All statements, other than statements of historical facts included in this Quarterly Report on Form 10-Q, including, without limitation, those relating to the Company’s future business prospects and strategies, financial results, working capital, liquidity, capital needs and expenditures, interest costs, insurance availability and contingent liabilities, are forward-looking statements. Forward-looking statements can be identified by the use of forward-looking terminology such as “may,” “will,” “would,” “intend,” “could,” “believe,” “expect,” “anticipate,” “project,” “plans,” “estimate” or “continue” or the negatives thereof or other variations thereon or comparable terminology.

Forward-looking statements are subject to certain risks and uncertainties that could cause the Company’s actual results and financial condition 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, 2021, filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2022, 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;
•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 4 of this Quarterly Report on Form 10-Q;
•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.

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. All forward-looking statements in this Quarterly Report on Form 10-Q apply only as of the date made and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report on Form 10-Q. Except as required by applicable law, we undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise.
3

Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.Financial Statements
CAPITAL SENIOR LIVING CORPORATIONSonida Senior Living, Inc.
CONSOLIDATED BALANCE SHEETSCondensed Consolidated Balance Sheets
(in thousands)
September 30,
2021		December 31,
2020
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$10,669 $17,885 
Restricted cash5,882 4,982 
Accounts receivable, net4,309 5,820 
Federal and state income taxes receivable— 76 
Property tax and insurance deposits6,276 7,637 
Prepaid expenses and other8,250 7,028 
Total current assets35,386 43,428 
Property and equipment, net635,405 655,731 
Operating lease right-of-use assets, net156 536 
Other assets, net3,233 3,138 
Total assets$674,180 $702,833 
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable$13,859 $14,967 
Accrued expenses43,594 48,515 
Current portion of notes payable, net of deferred loan costs159,977 304,164 
Current portion of deferred income3,482 3,984 
Current portion of lease liabilities173 421 
Federal and state income taxes payable384 249 
Customer deposits447 822 
Total current liabilities221,916 373,122 
Lease liabilities, net of current portion297 533 
Other long-term liabilities3,714 3,714 
Notes payable, net of deferred loan costs and current portion601,817 604,729 
Commitments and contingencies00
Shareholders’ deficit:
Preferred stock, $0.01 par value:
Authorized shares – 15,000; no shares issued or outstanding— — 
Common stock, $0.01 par value:
Authorized shares – 4,333; issued and outstanding shares – 2,193 and
   2,084 in 2021 and 2020, respectively
22 21 
Additional paid-in capital190,246 188,978 
Retained deficit(343,832)(468,264)
Total shareholders’ deficit(153,564)(279,265)
Total liabilities and shareholders’ deficit$674,180 $702,833 
See accompanying notes to unaudited consolidated financial statements.
3

CAPITAL SENIOR LIVING CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(unaudited, in thousands, except per share data)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2021202020212020
Revenues:
Resident revenue$48,968 $85,894 $140,819 $290,952 
Management fees1,029 604 2,978 819 
Community reimbursement revenue7,927 9,555 33,317 11,888 
Total revenues57,924 96,053 177,114 303,659 
Expenses:
Operating expenses (exclusive of facility lease expense and depreciation and amortization expense shown below)40,668 65,165 114,994 211,874 
General and administrative expenses6,887 8,128 22,913 21,036 
Facility lease expense— 5,926 — 23,234 
Stock-based compensation expense586 421 1,269 1,494 
Depreciation and amortization expense9,503 15,547 27,811 47,584 
Long-lived asset impairment— 3,240 — 39,194 
Community reimbursement expense7,927 9,555 33,317 11,888 
Total expenses65,571 107,982 200,304 356,304 
Other income (expense):
Interest income— 14 5 83 
Interest expense(9,701)(11,141)(28,574)(34,044)
Gain on facility lease modification and termination, net— (753)— 10,487 
Gain on extinguishment of debt54,080 — 168,292 — 
Loss on disposition of assets, net(15)(191,032)(436)(198,388)
Other income— 9 8,703 2 
Income (loss) from continuing operations before provision for income taxes36,717 (214,832)124,800 (274,505)
Provision for income taxes(207)(132)(368)(393)
Net income (loss)$36,510 $(214,964)$124,432 $(274,898)
Per share data:
Basic net income (loss) per share (1)$17.71 $(104.91)$60.37 $(134.82)
Diluted net income (loss) per share (1)$17.48 $(104.91)$59.59 $(134.82)
Weighted average shares outstanding — basic (1)2,062 2,049 2,061 2,039 
Weighted average shares outstanding — diluted (1)2,089 2,049 2,088 2,039 
Comprehensive income (loss)$36,510 $(214,964)$124,432 $(274,898)
(1) Prior period results and share amounts have been adjusted to reflect the fifteen-for-one Reverse Stock Split. amounts)See Note 9 - Equity.
September 30,
2022		December 31,
2021
 (Unaudited)
Assets
Current assets:
Cash and cash equivalents$27,046 $78,691 
Restricted cash13,770 14,185 
Accounts receivable, net4,759 3,983 
Prepaid expenses and other4,526 9,328 
Total current assets50,101 106,187 
Property and equipment, net622,753 621,199 
Other assets, net2,460 1,166 
Total assets$675,314 $728,552 
Liabilities and Equity
Current liabilities:
Accounts payable$10,571 $9,168 
Accrued expenses36,619 37,026 
Current portion of notes payable, net of deferred financing costs46,137 69,769 
Deferred income3,576 3,162 
Federal and state income taxes payable176 599 
Other current liabilities732 758 
Total current liabilities97,811 120,482 
Notes payable, net of deferred financing costs and current portion619,798 613,342 
Other liabilities143 288 
Total liabilities717,752 734,112 
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 September 30, 2022 and December 31, 202142,384 41,250 
Shareholders’ equity (deficit):
Preferred stock $0.01 par value per share; 15,000 shares authorized; none issued or outstanding, except Series A convertible preferred stock as noted above— — 
Common stock $0.01 par value per share; 15,000 shares authorized; 6,670 and 6,634 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively67 66 
Additional paid-in capital295,595 295,781 
Retained deficit(380,484)(342,657)
Total shareholders’ equity (deficit)(84,822)(46,810)
Total liabilities, redeemable preferred stock and shareholders’ equity (deficit)$675,314 $728,552 
See accompanying notesNotes to unaudited consolidated financial statements.Condensed Consolidated Financial Statements.
4

CAPITAL SENIOR LIVING CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT)Sonida Senior Living, Inc.
Condensed Consolidated Statements of Operations (Unaudited)
(unaudited, in thousands)
Common StockAdditional
Paid-In
Capital		Retained
Deficit		Treasury
Stock
Shares (1)AmountTotal
Balance at December 31, 2019$2,096 $319 $190,386 $(172,896)$(3,430)$14,379 
Restricted stock awards (cancellations), net(3)— — — — — 
Stock-based compensation— — 597 — — 597 
Net loss— — — (47,181)— (47,181)
Balance at March 31, 2020$2,093 $319 $190,983 $(220,077)$(3,430)$(32,205)
Restricted stock awards (cancellations), net3 — — — — — 
Stock-based compensation— — 478 — — 478 
Net loss— — — (12,753)— (12,753)
Balance at June 30, 2020$2,096 $319 $191,461 $(232,830)$(3,430)$(44,480)
Restricted stock awards (cancellations), net— — — — — — 
Stock-based compensation— — 421 — — 421 
Net loss— — — (214,964)— (214,964)
Balance at September 30, 2020$2,096 $319 $191,882 $(447,794)$(3,430)$(259,023)
Balance at December 31, 2020$2,084 $21 $188,978 $(468,264)$— $(279,265)
Restricted stock awards (cancellations), net98 1 (1)— — — 
Stock-based compensation— — 166 — — 166 
Net income— — — 38,844 — 38,844 
Balance at March 31, 2021$2,182 $22 $189,143 $(429,420)$— $(240,255)
Restricted stock awards (cancellations), net12 — — — — — 
Stock-based compensation— — 517 — — 517 
Net income— — — 49,078 — 49,078 
Balance at June 30, 20212,194 22 $189,660 $(380,342)— $(190,660)
Restricted stock awards (cancellations), net(1)— — — — — 
Stock-based compensation— — 586 — — 586 
Net income— — — 36,510 — 36,510 
Balance at September 30, 2021$2,193 $22 $190,246 $(343,832)$— $(153,564)
(1) Prior period results andthousands, except per share amounts have been adjusted to reflect the fifteen-for-one Reverse Stock Split. See Note 9 - Equity.
See accompanying notes to unaudited consolidated financial statements.
data)

Three Months Ended
September 30,		Nine Months Ended
September 30,
2022202120222021
Revenues:
Resident revenue$52,485 $48,968 $155,315 $140,819 
Management fees608 1,029 1,836 2,978 
Managed community reimbursement revenue7,694 7,927 21,757 33,317 
Total revenues60,787 57,924 178,908 177,114 
Expenses:
Operating expense43,123 40,668 126,562 114,994 
General and administrative expense5,851 7,473 23,563 24,182 
Depreciation and amortization expense9,691 9,503 28,940 27,811 
Managed community reimbursement expense7,694 7,927 21,757 33,317 
Total expenses66,359 65,571 200,822 200,304 
Other income (expense):
Interest income44 — 47 5 
Interest expense(8,205)(9,701)(23,728)(28,574)
Gain (loss) on extinguishment of debt— 54,080 (641)168,292 
Loss on disposition of assets, net— (15)— (436)
Other income (expense), net(6)— 8,663 8,703 
(Loss) income before provision for income taxes(13,739)36,717 (37,573)124,800 
Provision for income taxes— (207)(254)(368)
Net (loss) income(13,739)36,510 (37,827)124,432 
Dividends on Series A convertible preferred stock(1,134)— (3,401)— 
Net (loss) income attributable to common stockholders$(14,873)$36,510 $(41,228)$124,432 
Weighted average common shares outstanding — basic6,364 2,062 6,357 2,061 
Weighted average common shares outstanding — diluted6,364 2,089 6,357 2,088 
Basic net (loss) income per common share$(2.34)$17.71 $(6.49)$60.37 
Diluted net (loss) income per common share$(2.34)$17.48 $(6.49)$59.59 

See Notes to Condensed Consolidated Financial Statements.
5

CAPITAL SENIOR LIVING CORPORATIONSonida Senior Living, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWSCondensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited)
(unaudited, in thousands)
 Nine Months Ended September 30,
 20212020
Operating Activities  
Net income (loss)$124,432 $(274,898)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization27,811 47,584 
Amortization of deferred financing charges1,121 1,399 
Deferred income(119)(217)
Operating lease expense adjustment(256)(18,460)
Loss on disposition of assets, net436 198,388 
Gain on facility lease modification and termination, net— (10,487)
Long-lived asset impairment— 39,194 
Gain on extinguishment of debt(168,292)— 
Provision for bad debts747 2,190 
Stock-based compensation expense1,269 1,494 
Changes in operating assets and liabilities:
Accounts receivable763 (3,616)
Property tax and insurance deposits1,361 1,091 
Prepaid expenses and other369 911 
Other assets(95)(2,056)
Accounts payable972 1,101 
Accrued expenses4,227 11,317 
Federal and state income taxes receivable/payable211 (117)
Deferred resident revenue(383)1 
Customer deposits(375)(189)
Net cash used in operating activities(5,801)(5,370)
Investing Activities
Capital expenditures(7,096)(11,211)
Proceeds from disposition of assets— 6,396 
Net cash used in investing activities(7,096)(4,815)
Financing Activities
Proceeds from notes payable17,168 3,673 
Repayments of notes payable(10,513)(11,901)
Cash payments for financing lease and financing obligations(74)(361)
Deferred financing charges paid— (14)
Net cash provided by (used in) financing activities6,581 (8,603)
Decrease in cash and cash equivalents(6,316)(18,788)
Cash and cash equivalents and restricted cash at beginning of period22,867 37,063 
Cash and cash equivalents and restricted cash at end of period$16,551 $18,275 
Supplemental Disclosures
Cash paid during the period for:
Interest$23,221 $25,855 
Property and equipment acquired with finance lease liabilities$148 $— 
Lease modification and termination$— $6,791 
Income taxes$309 $13 
Common StockAdditional
Paid-In
Capital		Retained
Deficit
SharesAmountTotal
Balance at December 31, 20202,084 $21 $188,978 $(468,264)$(279,265)
Restricted stock awards (cancellations), net98 1 (1)— — 
Non-cash stock-based compensation— — 166 — 166 
Net income— — — 38,844 38,844 
Balance at March 31, 20212,182 $22 $189,143 $(429,420)$(240,255)
Restricted stock awards (cancellations), net12 — — — — 
Non-cash stock-based compensation— — 517 — 517 
Net income— — — 49,078 49,078 
Balance at June 30, 20212,194 $22 $189,660 $(380,342)$(190,660)
Restricted stock awards (cancellations), net(1)— — — — 
Non-cash stock-based compensation— — 586 — 586 
Net income— — — 36,510 36,510 
Balance at September 30, 20212,193 $22 $190,246 $(343,832)$(153,564)
Common StockAdditional
Paid-In
Capital		Retained
Deficit
SharesAmountTotal
Balance at December 31, 20216,634 $66 $295,781 $(342,657)$(46,810)
Restricted stock awards (cancellations), net31 1 — — 1 
Series A convertible preferred stock dividends— — (1,133)— (1,133)
Non-cash stock-based compensation— — 1,827 — 1,827 
Net loss— — — (16,678)(16,678)
Balance at March 31, 20226,665 $67 $296,475 $(359,335)$(62,793)
Restricted stock awards (cancellations), net157 1 (1)— — 
Series A convertible preferred stock dividends— — (1,134)— (1,134)
Purchase of common stock— — (219)— (219)
Non-cash stock-based compensation— — 2,240 — 2,240 
Net loss— — — (7,410)(7,410)
Balance at June 30, 20226,822 $68 $297,361 $(366,745)$(69,316)
Restricted stock awards (cancellations), net(152)(1)— — (1)
Series A convertible preferred stock dividends— — (1,134)— (1,134)
Purchase of common stock— — (44)— (44)
Non-cash stock-based compensation— — (588)— (588)
Net loss— — — (13,739)(13,739)
Balance at September 30, 20226,670 $67 $295,595 $(380,484)$(84,822)

See accompanying notesNotes to unaudited consolidated financial statements.Condensed Consolidated Financial Statements.



6

CAPITAL SENIOR LIVING CORPORATIONSonida Senior Living, Inc.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTSCondensed Consolidated Statements of Cash Flows (Unaudited)
September 30, 2021(in thousands)
 Nine Months Ended September 30,
 20222021
Cash flows from operating activities:  
Net income (loss)$(37,827)$124,432 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization28,940 27,811 
Amortization of deferred financing costs946 1,121 
Lease expense adjustment7 (256)
Loss on disposition of assets, net— 436 
Write-off of other assets535 — 
Unrealized gain on interest rate cap, net(206)— 
Loss (gain) on extinguishment of debt641 (168,292)
Provision for bad debt908 747 
Non-cash stock-based compensation expense3,479 1,269 
Changes in operating assets and liabilities:
Accounts receivable, net(1,760)763 
Prepaid expenses and other6,755 369 
Other assets, net(115)(95)
Accounts payable and accrued expense566 5,199 
Federal and state income taxes payable(423)211 
Deferred resident revenue414 (502)
Other current liabilities43 (375)
Net cash provided by (used in) operating activities2,903 (7,162)
Cash flows from investing activities:
Acquisition of new communities(12,342)— 
Capital expenditures(18,317)(7,096)
Net cash used in investing activities(30,659)(7,096)
Cash flows from financing activities:
Proceeds from notes payable80,000 17,168 
Repayments of notes payable(98,535)(10,513)
Cash payments for finance leases and financing obligations(81)(74)
Purchase of common stock(263)— 
Dividends paid to Series A preferred stockholders(2,987)— 
Purchase of interest rate cap(258)— 
Deferred financing costs paid(2,180)— 
Net cash (used in) provided by financing activities(24,304)6,581 
Decrease in cash and cash equivalents and restricted cash(52,060)(7,677)
Cash, cash equivalents, and restricted cash at beginning of period92,876 30,504 
Cash, cash equivalents, and restricted cash at end of period$40,816 $22,827 
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest$21,536 $23,221 
Income taxes$672 $309 
See Notes to Condensed Consolidated Financial Statements.
7

Sonida Senior Living, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. BASIS OF PRESENTATIONBasis of Presentation
Organization and Business
Capital
Sonida Senior Living, Corporation,Inc., a Delaware corporation, (together with its subsidiaries, the “Company”), is one of the leading owner-operators of senior housing communities in the United States in terms of resident capacity. As used herein, the “Company,” “we,” “us,” or “our” refers to Sonida Senior Living, Inc. and its subsidiaries. The Company owns, operates, develops, and manages senior housing communities throughout the United States.States. As of September 30, 2021,2022, the Company operated 7276 senior housing communities in 18 states with an aggregate capacity of approximately 7,000approximately 8,000 residents, including 6062 senior housing communities that the Company owned and 1214 communities that the Company managed on behalf of third parties. As of September 30, 2021, the Company had 5 properties that the Company no longer operates that were in the process of transitioning legal ownership to Fannie Mae. The accompanyingaccompanying condensed consolidated financial statements include the financial statements of CapitalSonida Senior Living, CorporationInc. and its wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

Interim Unaudited Financial Information

The accompanying Consolidated Balance Sheet, as of December 31, 2020, has been derived from auditedcondensed consolidated financial statements of the Company for the year ended December 31, 2020, and the accompanying unaudited consolidated financial statements, as of and for the three and nine month periods ended September 30, 2021 and 2020, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States have not been included pursuant to those rulesof America (“GAAP”) and regulations. For further information, refer toshould be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2020,2021. Certain information and footnote disclosures normally included in the Company’s Annualfinancial statements prepared in accordance with GAAP have been omitted from this Quarterly Report on Form 10-K filed with10-Q pursuant to the rules and regulations of the Securities and Exchange Commission on March 31, 2021.  
(“SEC”). The results for the interim periods shown in this report are not necessarily indicative of future financial results. The accompanying condensed consolidated financial statements have not been audited by our independent registered public accounting firm. In the opinion of the Company,management, the accompanying unaudited condensed consolidated financial statements containinclude all adjustments, including normal recurring items, necessary to present fairly the Company’sour condensed consolidated financial position as of September 30, 2022 and December 31, 2021, and our condensed consolidated results of operations and cash flows for the three and nine month periods ended September 30, 20212022 and 2020. The results of operations for the three and nine month periods ended September 30, 2021 are not necessarily indicative of the results for the year ending December 31, 2021.

2. RECENT EVENTS AND TRANSACTIONS
Investment AgreementReclassifications

On July 22,Certain amounts previously reflected in the prior year condensed consolidated balance sheet have been reclassified to conform to our September 30, 2022 presentation. The consolidated balance sheet as of December 31, 2021 reflects reclassifying “operating lease right-of-use assets, net” to “other assets, net”, “property tax and insurance deposits” to “restricted cash” and lender reserves from “other assets, net” to “restricted cash.” “Current portion of lease liabilities” and “customer deposits” were combined into “other current liabilities.” “Lease liabilities, net of current portion” has been reclassified as “other liabilities.” The consolidated statements of operations include the Company entered into an investment agreement (the “Investment Agreement”) with Conversant Dallas Parkway (A) LP (“Investor A”)consolidation of “stock-based compensation expense” within “general and Conversant Dallas Parkway (B) LP ("Investor B"), affiliates of Conversant Capital LLC (together with Investor A, the “Investors”), which was later amended, pursuant to which: (i) the Investors agreed to purchase from the Company, and the Company agreed to sell to the Investors, in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), 82,500 shares of newly designated Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) at a price per share equal to $1,000 (the “Private Placement”); and (ii) the Company intends to initiate a rights offering (the “Rights Offering”) to allow the holders of the outstanding shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), the right to purchase at $32 per share (the “Subscription Price”), a number of shares of Common Stock that would result in gross cash proceeds to the Company of approximately $70 million. In addition, the Investors agreed to partially backstop the Rights Offering up to $42.5 million through the purchase of additional shares of Series A Preferred Stock (the “Backstop Commitment” and together with the Private Placement and the Rights Offering, the “Transactions”), in each caseadministrative expenses.” These reclassifications had no effect on the terms described in the Investment Agreement.previously reported total assets or total liabilities.

Use of Estimates

The consummationpreparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the transactions contemplated by the Investment Agreement was subject to stockholder approvalreported amounts and other customary closing conditions. On or after the closing date under the Investment Agreement, the Company may from time to time request additional investments from the Investors in shares of Series A Preferred Stock for future investment in accretive capital expenditures and acquisitions post-closing up to an aggregate amount equal to $25.0 million, subject to certain conditions. At the Closing, the Company and the Investors will enter into an Investor Rights Agreement, pursuant to which, among other things, the Investors will have the right to designate a number of directors to the Board of Directors, proportionate to its beneficial ownership of the Company.



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Simultaneously with the entry into the Investment Agreement, the Company and the Investors entered into a $17.3 million secured promissory note (the “Promissory Note”) to provide interim debt financing which matures in July 2022. In October 2021, subsequent to quarter end, the Promissory Note amount was later amended to $16.0 million and repaid upon closing of the transaction on November 3, 2021. See "Note 8- Notes Payable."
At the Closing, all outstanding performance-based stock based compensation including restricted shares will be converted at target award levels to time-based restricted stock awards that will vest on the applicable scheduled vesting dates or the relevant award termination date applicable to such performance shares.

Also in conjunction with the Conversant transaction, the Company has established a cash retention pool of $4.2 milliondisclosures in the aggregate pursuant to which cash retention awards will be paid to certain employees, including the Company's senior management team and certain field personnel. The Company also agreed in the retention agreements that following the Closing it will grant a total of 257,000 performance shares under the 2019 Plan to various individuals, subject tofinancial statements. These estimates include such individual’s continued employment through the grant date. An amendment to the 2019 Plan to increase the number of shares of common stock that the Company may issue under the plan was subject to shareholder approval.

On October 1, 2021, subsequent to quarter-end, the Company entered into an Amended and Restated Investment Agreement (the "Amended Investment Agreement") with Investor A and Investor B. All Company proposals received shareholder approval at the special meeting and the amended transaction closed on November 3, 2021 with the Company receiving gross proceeds from the transaction of $154.8 million. See "Note 14- Subsequent Events."

3. COVID-19 PANDEMIC

The United States broadly continues to experience the pandemic caused by COVID-19, which significantly disrupted the nation’s economy, the senior living industry, and the Company’s business. The COVID-19 pandemic caused a decline in the occupancy levels at the Company’s communities, which has negatively impacted the Company’s revenues and operating results, which depend significantly on such occupancy levels.  In an effort to protect its residents and employees and slow the spread of COVID-19 and in response to quarantines, shelter-in-place orders and other limitations imposed by federal, state and local governments, the Company had previously restricted or limited access to its communities, including limitations on in-person prospective resident tours and, in certain cases, new resident admissions. As of September 30, 2021, all of the Company's senior living communities were open for new resident move-ins. Although vaccines are now widely available, we cannot predict the duration of the pandemic or its ongoing impact on our business. If the COVID-19 pandemic worsens, including the risk of transmission of highly contagious variants of the COVID-19 virus, the Company may have to impose or revert to restricted or limited access to its communities.
The outbreak of COVID-19 has required the Company to incur significant additional operating costs and expenses in order to implement enhanced infection control protocols and otherwise care for its residents, including increased costs and expenses relating to supplies and personal protective equipment, testing of the Company’s residents and employees, labor and specialized disinfecting and cleaning services, which has increased the costs of caring for the residents and resulted in reduced occupancy at such communities. During the three and nine months ended September 30, 2021 the Company incurred $0.4 million and $1.7 million, respectively, in direct costsitems related to the COVID-19 pandemicaccounting for: income taxes, including assessments of probabilities of realization of income tax benefits; impairment of long-lived assets, including applicable cash flow projections, holding periods and during the three and nine months ended September 30, 2020 the Company incurred $1.4 millionfair value evaluations; self-insurance liabilities and $4.6 million, respectively, in costs related to the COVID-19 pandemic.expense; stock-based compensation; and depreciation and amortization including determination of estimated useful lives. Actual results could differ from those estimates.

In November 2020 and January 2021, the Company accepted $8.1 million and $8.7 million, respectively, of cash for grants from the Public Health and Social Services Emergency Fund’s (the “Provider Relief Fund”) Phase 2 and 3 General Distribution, which was expanded by the Coronavirus Aid, Relief, and Economic Security Act of 2020 ("CARES Act") to provide grants or other funding mechanisms to eligible healthcare providers for healthcare related expenses or lost revenues attributable to COVID-19. The $8.7 million Phase 3 Provider Relief Funds were recorded as other income in the nine months ended September 30, 2021. The CARES Act Phase 2 and Phase 3 funds are grants that do not have to be repaid, provided the Company satisfies the terms and conditions of the CARES Act. In addition, the Company had received approximately $1.9 million in relief from state agencies in the year ended December 31, 2020. The Company has also applied for additional grants pursuant to the Provider Relief Fund’s Phase 4 General Distribution, for which the U.S. Department of Health and Human Services (“HHS”) allocated up to $25.5 billion to provide additional funding to certain healthcare providers, including assisted living operators. Additional funding is available for providers operating in rural communities.
The Company has elected to utilize the CARES Act payroll tax deferral program to delay payment of a portion of its payroll taxes incurred from April 2020 through December 2020. One-half of the deferral amount will become due on each of December 31, 2021 and December 31, 2022. At September 30, 2021, the Company had $7.4 million in deferred payroll taxes, of which, $3.7 million is included in accrued expenses, and the remaining $3.7 million is included in other long-term liabilities in the Company’s Consolidated Balance Sheets.
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4. GOING CONCERN UNCERTAINTY
2. Significant Accounting Policies and Recently Issued Accounting Standards Codification (“ASC”) 205-40, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. Initially, this evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management evaluates the mitigating effect of its plans to determine if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.
In complying with the requirements under ASC 205-40 to complete an evaluation without considering mitigating factors, the Company considered several conditions or events including (1) uncertainty around the continued impact of the COVID-19 pandemic on the Company’s operations and financial results, (2) $99.3 million of debt maturing in the next 12 months, which includes $31.5 million due in December 2021, $36.7 million due in the second quarter of fiscal 2022, $16.0 million Promissory Note, as amended, due to Conversant in July 2022 and $15.1 million of debt service payments, (3) the Company's working capital deficiency and (4) noncompliance with certain financial covenants of its loan agreements with Fifth Third Bank covering 2 properties at September 30, 2021, June 30, 2021, March 31, 2021, December 31, 2020 and September 30, 2020. The above conditions raise substantial doubt about the Company’s ability to continue as a going concern for the 12-month period following the date that the interim September 30, 2021 financial statements are issued.
The Company has implemented plans as discussed below, which includes strategic and cash-preservation initiatives designed to provide the Company with adequate liquidity to meet its obligations for at least the twelve-month period following the date its interim September 30, 2021 financial statements are issued. The Company’s primary sources of near- and medium-term liquidity are expected to be cash from the Amended Investment Agreement and related rights offering as discussed below and debt refinancings or extensions, to the extent available on acceptable terms.
Strategic and Cash Preservation Initiatives
The Company has taken or intends to take the following actions, among others, to improve its liquidity position and to address uncertainty about its ability to operate as a going concern:
•As discussed in "Note 2- Recent Events and Transactions" and "Note 14- Subsequent Events," the Company entered into the Amended Investment Agreement with Investor A and Investor B in October 2021. Under the terms of the Amended Investment Agreement and related rights offering, the Company raised gross proceeds of $154.8 million, a portion of which will repay the Promissory Note, pay down or pay off debt and fund working capital needs and accretive growth projects. The transaction closed on November 3, 2021, subsequent to quarter end, and resulted in net proceeds to the Company of $128.5 million after repaying the $16.0 million Promissory Note and paying customary transaction and closing costs.
•In August 2021, the Company executed a one year extension of the Company's $40.5 million loan with BBVA covering 3 of the Company's properties, with an option to extend an additional six months. The loan agreement extension includes a waiver for non-compliance with certain financial ratios on December 31, 2020, and eliminates the compliance requirements for minimum financial ratios.The extension requires principal payments totaling $5.3 million which will be paid in installments over the term of the extension.
•The Company is in discussions with potential lenders to refinance debt maturing in the next 12 months including $36.7 million due in the second quarter of fiscal 2022.
•The Company is in discussions with Fifth Third Bank to resolve its noncompliance with financial covenants at September 30, 2021, June 30, 2021, March 31, 2021, December 31, 2020 and September 30, 2020 for debt totaling $31.5 million at September 30, 2021, included in current portion of notes payable, net of deferred loan costs on the Consolidated Balance Sheets. As a result of these defaults, in May 2021, Fifth Third Bank issued a notice of default letter and the Fifth Third bridge loan is callable. In the event that this loan is accelerated there is 25% recourse to Capital Senior Living Corporation. In November 2021, subsequent to quarter end, the Company gave Fifth Third Bank the Company’s 30 day notice of its intention to repay the outstanding $31.5 million bridge loan. See "Note 14- Subsequent Events."
•In July 2020, the Company initiated a process that is intended to transfer the operations and ownership of 18 communities that were either underperforming or were in underperforming loan pools to Fannie Mae, the holder of non-recourse debt on such communities. See “Note 8- Notes Payable.” When legal ownership of the properties transfers to Fannie Mae or its designees and the liabilities relating to such communities are extinguished, the
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Company expects to recognize a gain related to the extinguishment in accordance with ASC 470, “Debt.” During the three and nine months ended September 30, 2021, Fannie Mae completed the transition of legal ownership of 4 and 13 of the Company's properties, respectively, and the Company recorded a gain on extinguishment of debt of $54.1 million and $168.3 million, respectively. At September 30, 2021, the Company included $62.0 million in outstanding debt in the current portion of notes payable, net of deferred loan costs, and $4.6 million of accrued interest in accrued expenses on the Company’s Consolidated Balance Sheets related to these properties. 
The Company’s plans are designed to provide the Company with adequate liquidity to meet its obligations for at least the 12 month period following the date its interim September 30, 2021 financial statements are filed. Management concluded that it is probable that the remediation plan will mitigate the relevant conditions or events that raise substantial doubt about the Company's ability to continue as a going concern for at least the 12 month period following the date its interim September 30, 2021 financial statements are filed.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business for the 12-month period following the date the financial statements are issued. As such, the accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.
5. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash, and Cash Equivalents, and Restricted Cash
The Company considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents. The Company has deposits in banks that exceed Federal Deposit Insurance Corporation insurance limits. Management believes that credit risk related to these deposits is minimal.
Restricted cash consists of reserve accounts for property insurance, real estate taxes, capital expenditures, and debt service required by certain loan agreements. In addition, restricted cash includes deposits required by certain counterparties as collateral pursuant to letters of credit. The depositcredit which must remain so long as the letters of credit are outstanding, which are subject to renewal annually, is outstanding.
In August 2021, the Company executed a one year extension of the Company's loan agreement with BBVA, which extended the maturity date to December 10, 2022. BBVA required a debt service reserve of $0.9 million as part of this extension, which is included in the restricted cash balances as of September 30, 2021.annually.
The following table sets forth the Company’sstatement of cash flows reflects cash flow changes and balances for cash, cash equivalents and restricted cash on an aggregated basis. The following table reconciles cash, cash equivalents and restricted cash as reported on the condensed consolidated balance sheets to the aggregated amounts presented on the condensed consolidated statements of cash flows (in thousands):
September 30,
20212020September 30,
2022		December 31,
2021
Cash and cash equivalentsCash and cash equivalents$10,669 $14,293 Cash and cash equivalents$27,046 $78,691 
Restricted cash5,882 3,982 
$16,551 $18,275 
Restricted cash:Restricted cash:
Property tax and insurance reserves Property tax and insurance reserves6,215 6,666 
Lender reserve Lender reserve1,500 — 
Capital expenditures reserves Capital expenditures reserves1,944 2,637 
Deposits pursuant to outstanding letters of credit Deposits pursuant to outstanding letters of credit4,111 4,882 
Total restricted cashTotal restricted cash13,770 14,185 
Total cash, cash equivalents, and restricted cashTotal cash, cash equivalents, and restricted cash$40,816 $92,876 
Long-Lived AssetsProperty and ImpairmentEquipment
Property and equipment are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. At each balance sheet date, the Company reviews the carrying value of its property and equipment to determine if facts and circumstances suggest that they may be impaired or that the depreciation period may need to be changed. The Company considers internal factors such as net operating losses along with external factors relating to each asset, including contract changes, local market developments, and other publicly available information to determine whether impairment indicators exist.
If an indicator of impairment is identified, recoverability of an asset group is assessed by comparing its carrying amount to the estimated future undiscounted net cash flows expected to be generated by the asset group through operation or disposition, calculated utilizing the lowest level of identifiable cash flows. If this comparison indicates that the carrying amount of an asset group is not recoverable, we estimate fair value of the asset group and record an impairment loss when the carrying amount exceeds fair value. There were no impairments of long-lived assets during the three or nine months ended September 30, 2022 or 2021.

In evaluating our long-lived assets for impairment, we undergo continuous evaluations of property level performance and real estate trends, and management makes several estimates and assumptions, including, but not limited to, the projected date of disposition, estimated sales price and future cash flows of each property during our estimated holding period. If our analysis or assumptions regarding the projected cash flows expected to result from the use and eventual disposition of our properties change, we incur additional costs and expenses during the holding period, or our expected hold periods change, we may incur future impairment losses.
Upon the acquisition of new communities accounted for as an acquisition of an asset, we recognize the assets acquired and the liabilities assumed as of the acquisition date, measured at their relative fair values once we have determined the fair value of each of these assets and liabilities. The acquisition date is the date on which we obtain control of the real estate property. The assets acquired and liabilities assumed consist of land, inclusive of associated rights, buildings, assumed debt, and identified intangible assets and liabilities.
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Off-Balance Sheet Arrangements
The Company had no material off-balance sheet arrangements at September 30, 2021 or December 31, 2020.
Revenue Recognition
Resident revenue primarily consists of fees for basic housing and certain support services and fees associatedprovided to residents which are accounted for under GAAP in accordance with additional housing and expanded support requirements such as assisted living care, memory care, and ancillary services. Basic housing and certain support services revenue is recorded when services are rendered and amounts billed are due from residents in the period in which the rental and other services are provided, which totaled approximately $48.2 million and $138.7 million for the three and nine months ended September 30, 2021, respectively and approximately $84.7 million and $286.1 million for the three and nine months ended September 30, 2020, respectively.lease accounting standards. The Company's residency lease agreements are generally short term in nature, with durations of one year or less, and are typically terminable by either party, under certain circumstances, upon providing 30 days’ notice, unless state law provides otherwise, with residentotherwise. Resident leases do not contain purchase options or require significant assumptions or judgments. Resident fees are billed monthly in advance. Basic housing and certain support services revenue is recorded when services are rendered and amounts are billable to residents in the period in which the rental and other services are provided. At September 30, 20212022 and December 31, 2020,2021, the Company had contract liabilitiesliabilities for deferred fees paid by its residents prior to the month that housing and support services were to be provided totaling approximately $2.7$2.6 million and $3.3$2.3 million,, respectively, which are included as a component ofin deferred income within current liabilities of the Company’s Consolidated Balance Sheets.income.
Revenue for certain ancillary services is recognized as services are provided to customers and includes fees for certain services, such as medication management, daily living activities, beautician/barber, laundry, television, guest meals, pets, and parking, which are generally billed monthly in arrears and totaled approximately $0.3 million and $0.9 million for the threeare included in resident revenue.
Other operating revenue generally includes nonrecurring state grants and nine months ended September 30, 2021, respectively, and approximately $0.1 million and $1.6 million for the three and nine months ended September 30, 2020, respectively, as a component ofis included in resident revenue within the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).as earned.
The Company's senior housing communities have residency agreements that generally require the resident to pay a community fee prior to moving into the community andwhich are recorded initially by the Companyrecorded as deferred revenue.revenue and subsequently amortized evenly each month over the term of the agreement. At September 30, 20212022 and December 31, 2020,2021, the Company had contract liabilities for deferred community fees totaling approximately $0.8$0.9 million and $0.9$0.8 million, respectively, which are included as a component ofin deferred income within current liabilities of the Company’s Consolidated Balance Sheets.
The Company recognized community fees as a component of resident revenue within the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) of approximately $0.4 million and $1.2 million during the three and nine months ended September 30, 2021, respectively and $1.0 million and $3.2 million during the three and nine months ended September 30, 2020, respectively. income.
The Company has management agreements whereby it manages certain communities on behalf of third party owners under a contractagreements that providesprovide for periodic management fee payments to the Company. The Company recognized revenue from management fees of $1.0 million and $3.0 million during the three and nine months ended September 30, 2021, respectively and $0.6 million and $0.8 million for the three and nine months ended September 30, 2020, respectively. The Company has determined that all community management activities are a single performance obligation, which is satisfied over time as the services are rendered. The Company’s estimate of the transaction price for management services also includes the amount of reimbursement due from the owners of the communities for services provided and related costs incurred. Such revenue is included in “community“managed community reimbursement revenue” on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss).revenue.” The related costs are included in “community reimbursement expense” on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The Company recognized“managed community reimbursement revenueexpense.” Although these costs are funded by the community owners, accounting guidance requires the Company to report these fees on a gross basis as both revenues and expenseexpenses.
In April 2022 and January 2021, the Company accepted $9.1 million and $8.7 million of $7.9 millioncash, respectively, through grants from the Public Health and $33.3 millionSocial Services Emergency Fund’s (the “Provider Relief Fund”) Phases 4 and 3 General Distribution, respectively, which was expanded by the CARES Act to provide grants or other funding mechanisms to eligible healthcare providers for healthcare-related or lost revenues attributable to COVID-19. Both the Phase 4 and Phase 3 Provider Relief Funds were recorded as other income in the periods ended September 30, 2022 and 2021, respectively. No grants were received during the three and nine monthsmonth periods ended September 30, 2021, respectively2022 and$9.6 million and $11.9 million during the three and nine months ended September 30, 2020, respectively. 




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Lease Accounting
Management determines if a contract is or contains a lease at inception or modification of a contract. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control over the use of the identified asset means the lessee has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.
Operating lease right-of-use assets and liabilities2021. The CARES Act Provider Relief Funds are recognized based on the present value of future minimum lease payments over the expected lease term on the lease commencement date. When the implicit lease rate is not determinable, management uses the Company’s incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future minimum lease payments. The expected lease terms include options to extend or terminate the lease when it is reasonably certain the Company will exercise such options. Lease expense for minimum lease payments is recognized on a straight-line basis over the expected lease terms.
Financing lease right-of-use assets are recognized within property, plant and equipment and leasehold improvements, net on the Company's Consolidated Balance Sheets. The Company recognizes interest expense on the financing lease liabilities utilizing the effective interest method. The right-of-use asset is generally amortized to depreciation and amortization expense on a straight-line basis over the lease term.
Modifications to existing lease agreements, including changes to the lease term or payment amounts, are reviewed to determine whether they result in a separate contract. For modificationsgrants that do not result in a separate contract, management reviewshave to be repaid provided we satisfy the lease classificationterms and re-measures the related right-of-use assets and liabilities at the effective dateconditions of the modification.
Certain of the Company’s lease arrangements have lease and non-lease components. The Company accounts for the lease components and non-lease components as a single lease component for all classes of underlying assets. Leases with an expected lease term of 12 months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the expected lease term.CARES Act.
Credit Risk and Allowance for Doubtful Accounts
The Company’s resident receivablesaccounts receivable are generally due within 30 days fromafter the date billed. Accounts receivable are reported net of an allowance for doubtful accounts of $5.1$5.6 million and $6.1$4.7 million at September 30, 2021,2022, and December 31, 2020,2021, respectively, and represent the Company’s estimate of the amount that ultimately will be collected. The adequacy of the Company’s allowance for doubtful accounts is reviewed on an ongoing basis, using historical payment trends, write-off experience, analyses of receivable portfolios by payor source and aging of receivables, as well as a review of specific accounts, and adjustments are made to the allowance, as necessary. Credit losses on resident receivables have historically been within management’s estimates, and management believes that the allowance for doubtful accounts adequately provides for expected losses.

Concentration of Credit Risk and Business Risk
Substantially all of our revenues are derived from senior living communities we own and senior living communities that we manage. Senior living operations are particularly sensitive to adverse economic, social and competitive conditions and trends, including the effects of the COVID-19 pandemic, which has adversely affected, and may continue to adversely affect, our business, financial condition, and results of operations.

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We have a concentration of owned properties operating in Texas (16), Indiana (12), Ohio (11) and Wisconsin (8).

Self-Insurance Liability Accruals
The Company offers full-time employees an option to participate in its health and dental plans. The Company is self-insured up to certain limits and is insured if claims in excess of these limits are incurred. The cost of employee health and dental benefits, net of employee contributions, is shared between the corporate office and the senior housing communities based on the respective number of plan participants. Funds collected are used to pay the actual program costs, including estimated annual claims, third-party administrative fees, network provider fees, communication costs, and other related administrative costs incurred by the plans. Claims are paid as they are submitted to the Company’s third-party administrator. The Company records a liability for outstanding claims andas well as claims that have been incurred but not yet reported. This liability is based on the historical claim reporting lag and payment trends of health and dental insurance claims. Additionally, the Company may be liable for an Employee Shared Responsibility Payment (“ESRP”) pursuant to the Patient Protection and Affordable Care Act. The ESRP is applicable to employers that (i) had 50 or more full-time equivalent employees, (ii) did not offer minimum essential coverage (“MEC”) to at least 70% of full-time employees and their dependents, or (iii) did offer MEC to at least 70% of full-time employees and their dependents that did not meet the affordable or minimum value criteria and had one or more full-time employees certified as being allowed the premium tax credit. The IRS determines the amount of the proposed ESRP from information returns completed by employers and from income tax returns completed by such employers' employees. Management believes that the liabilities recorded and reserves established for outstanding losses and expenses are adequate to cover the ultimate cost of losses and expenses incurred at September 30, 2021; however, it is possible that actual claims and expenses may differ. Any subsequent changes in estimates are recorded in the period in which they are determined.
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The Company uses a combination of insurance and self-insurance for workers’ compensation. Determining the reserve for workers’ compensation losses and costs that the Company has incurred as of the end of a reporting period involves significant judgmentsjudgment based on projected future events, including among other factors, potential settlements for pending claims, known incidents which may result in claims, estimates of incurred but not yet reported claims, changes in insurance premiums and/or estimated litigation costs. The Company regularly adjusts these estimates to reflect changes in the foregoing factors. However, since this reserve is based on estimates, it is possible the actual expenses incurred may differ from the amounts reserved. Any subsequent changes in estimates are recorded in the period in which they are determined.
Income Taxes
Income taxes are computed using the asset and liability method and current income taxes are recorded based on amounts refundable or payable in the current year. The effective tax rates for the three and nine months ended September 30, 20212022 and 20202021 differ from the statutory tax rates duedue to state income taxes, permanent tax differences, and changes in the deferred tax asset valuation allowance. The Company is impacted by the Texas Margin Tax (“TMT”), which effectively imposes tax on modified gross revenues for communities within the State of Texas. The Company consolidated 16 and 38 Texas communities for purposes of the TMT for the nine months ended September 30, 2021 and 2020, respectively, which contributes to the overall provision for income taxes.
Deferred income taxes are recorded based on the estimated future tax effects of loss carryforwards and temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income in the years in which the Company expects those carryforwards and temporary differences to be recovered or settled. Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such evaluation. As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies, and future expectations of income. As of December 31, 2020,2021, the Company had a three-year cumulative net operating loss for its U.S. operations and is subject to annual operating loss utilization limits and accordingly, has provided a full valuation allowance on its U.S. and state net deferred tax assets.  The valuation allowance reduces the Company’s net deferred tax assets to the amount that is “more likely than not” (i.e., a greater than 50% likelihood) to be realized. However, in the event that the Company were to ultimately determine that it would be more likely than not that the Company would realize the benefit of deferred tax assets in the future in excess of their net recorded amounts, adjustments to deferred tax assets would increase net income in the period such determination was made. The benefits of the net deferred tax assets might not be realized if actual results differ from expectations.
The Company evaluates uncertain tax positions through consideration of accounting and reporting guidance on criteria, measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide enhanced financial statement comparability among different companies.companies. The Company is required to recognize a tax benefit in its financial statements for an uncertain tax position only if management’s assessment is that such position is “more likely than not” to be upheld on audit based solely on the technical merits of the tax position. The Company’s policy is to recognize interest related to unrecognized tax benefits as interest expense and penalties as income tax expense.
Redeemable Preferred Stock

The Company evaluates the classification of redeemable preferred stock based on the instrument’s specific terms and rights. Perpetual convertible preferred stock which can be converted to common stock outside of the Company’s control is generally no longer subjectclassified as mezzanine equity, outside of the stockholders’ equity (deficit) section, and recorded at the maximum liquidation or conversion amount. During the year ended December 31, 2021, the Company issued 41,250 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”). Dividends on redeemable preferred stock are recorded to federalretained earnings or additional paid-in capital if retained earnings is an accumulated deficit. If the Board does not declare a dividend in respect of any dividend payment date, the amount of such accrued and state tax audits for years priorunpaid dividend is added to 2017the liquidation preference and compounds quarterly.
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During the three months ended September 30, 2022, the Board did not declare a dividend, and accordingly, $1.1 million was added to the liquidation preference, effectively increasing the carrying value of the redeemable preferred stock.

Derivative Instruments
We use derivative instruments as part of our overall strategy to manage our exposure to market risks associated with the exceptionfluctuations in interest rates. We may also be required to enter into interest rate derivative instruments in compliance with debt agreements. We regularly monitor the financial stability and credit standing of the counterparties to our derivative instruments. We do not enter into derivative financial instruments for net operating losses originating from 2013.trading or speculative purposes. We record all derivatives at fair value. As of September 30, 2022, our derivative instruments consisted of an interest rate cap that was not designated as a hedge instrument. Changes in fair value of undesignated hedge instruments are recorded in current period earnings in interest expense. We did not have any derivative instruments as of December 31, 2021.

Net Income (Loss) Per Common Share
Basic income (loss) per share is computed by dividing net income (loss) less distributions to participating securities using the two-class method and preferred stock dividends, including redeemable preferred stock classified as mezzanine equity, divided by the weighted average number of shares of common stock outstanding. Under the two-class method, net income is reduced by the amount of any dividends earned during the period. The remaining earnings (undistributed earnings) are allocated based on the weighted-average shares outstanding of common stock and Series A Preferred Stock (on an if-converted basis) to the extent that each preferred security may share in earnings as if all of the earnings for the period had been distributed. The total earnings allocated to common stock is then divided by the number of outstanding shares to which the earnings are allocated to determine the earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the Series A Preferred Stock have no obligation to fund losses.
Diluted net income (loss) per common share is computed under the two-class method by dividingusing the weighted-average number of shares of common stock outstanding, plus, for periods with net income (loss) byattributable to common stockholders, the weighted average numberpotential dilutive effects of instruments convertible into common shares outstanding forstock, stock options, stock-based compensation awards and warrants. The Company analyzes the potential dilutive effect of convertible instruments under the “if-converted” method, in which it is assumed that the instruments convert into common stock at the beginning of the period or when issued, if later. The Company reports the more dilutive of the approaches (two class or “if-converted”) as its diluted net income per share during the period. Potentially dilutive securities consist of unvested restricted shares and shares that could be issued under outstanding stock options. Potentially dilutiveDilutive securities are excluded from the computation of net income (loss) per common share if their effect is antidilutive.
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The following table sets forth the computation of basic and diluted net loss per share (in thousands, except for per share amounts):
Three Months Ended
September 30,		Nine Months Ended September 30,
2021202020212020
Net income (loss)$36,510 $(214,964)$124,432 $(274,898)
Weighted average shares outstanding:
Basic (1)2,062 2,049 2,061 2,039 
Effects of dilutive securities:
Employee equity compensation plans27 — 27 — 
Diluted (1)2,089 2,049 2,088 2,039 
Basic net income (loss) per share – common shareholders$17.71 $(104.91)$60.37 $(134.82)
Diluted net income (loss) per share – common shareholders$17.48 $(104.91)$59.59 $(134.82)
(1) Prior period results and share amounts have been adjusted to reflect the fifteen-for-one Reverse Stock Split. See Note 9 - Equity.
Awards of unvested restricted stock and restricted stock units representing approximately 65,118 shares and 9,816 stock options were antidilutive for the three and nine months ended September 30, 2021. Awards of unvested restricted stock and restricted stock units representing approximately 45,667 shares and approximately 9,800 stock options were antidilutive as a result of the net loss reported by the Company for the three and nine months ended September 30, 2020. Accordingly, such shares and options were not included in the calculation of diluted weighted average shares outstanding forincome per share if the threeeffect would be anti-dilutive.

Segment Reporting
The Company evaluates the performance and nine months endedallocates resources of its senior living communities based on current operations and market assessments on a property-by-property basis. The Company does not have a concentration of operations geographically or by product or service as its management functions are integrated at the property level. The Company has determined that its operating units meet the criteria in ASC Topic 280, September 30, 2021 and 2020, respectivelySegment Reporting., to be aggregated into one reporting segment. As such, the Company operates in one segment.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASBFinancial Accounting Standards Board (“FASB”) issued ASUAccounting Standard Update (“ASU”) 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. Current U.S. generally accepted accounting principles requireGAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. ASU 2016-13 replaces the current incurred loss methodology fornon-lease revenue credit losses and removes the thresholds that companies apply to measure credit losses on financial statements measured at amortized cost, such as loans, receivables, and held-to-maturity debt securities with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. For smaller reporting companies, ASU 2016-13 is effective for fiscal years and for interim periods within those fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact the adoption of ASU 2016-13this guidance will have on its condensed consolidated financial statements and disclosures.

In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on contracts, hedging relationships, and other transactions that reference the London Inter-Bank Offered Rate.Rate (“LIBOR”). The provisions of this standard are available for election through December 31, 2022. The Company is currently evaluating its contracts and the optional expedients provided by ASU 2020-04.

6. IMPAIRMENT OF LONG-LIVED ASSETS
There were no impairments of long-lived assets during the three and nine months ended September 30, 2021.
During the first quarter of 2020, the Company determined that the modifications of certain of its master lease agreements (see “Note 7- Dispositions and Other Significant Transactions”) and adverse impacts on the Company’s operating results resulting from the COVID-19 pandemic were indicators of potential impairment of its long-lived assets. As such, the Company evaluated its long-lived asset groups for impairment and identified communities with a carrying amount of the assets in excess of the estimated future undiscounted net cash flows expected to be generated by the assets.    

this update.
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In March 2020, the Company entered into forbearance agreements with Ventas Inc. ("Ventas") and Welltower, Inc. ("Welltower") which, among other things, provided that the lease agreements covering the communities would be converted into property management agreements with the Company as manager on December 31, 2020 if the properties had not transitioned to successor operators on or prior to such date (see “Note 7- Dispositions and Other Significant Transactions”). The Company’s leases with Ventas and Welltower were originally scheduled to mature in 2025 and 2026.  Due to the modification of the lease term and the expected impacts of the COVID-19 pandemic, the Company evaluated certain owned communities and all leased communities for impairment and tested the recoverability of these assets by comparing projected undiscounted cash flows associated with these assets to their respective historical carrying values.  For communities in which the historical carrying value was not recoverable, the Company compared the estimated fair value of the assets to their carrying amount and recorded an impairment charge for the excess of carrying amount over fair value.  For the operating lease right-of-use assets, fair value was estimated utilizing a discounted cash flow approach based on historical and projected cash flows and market data, including management fees and a market supported lease coverage ratio. The fair values of the property and equipment, net of these communities, were primarily determined utilizing the cost approach, which determines the current replacement cost of the property being appraised and then deducts for the loss in value caused by physical deterioration, functional obsolescence, and economic obsolescence the amount required to replace the asset as if new and adjusts to reflect usage.  These fair value measurements are considered Level 3 measurements within the valuation hierarchy.  During the first quarter of 2020, the Company recorded non-cash impairment charges of $6.2 million and $29.8 million to operating lease right-of-use assets, net and property and equipment, net, respectively.
During the three months ended September 30, 2020, the Company recorded non-cash impairment charges of $1.3 million and $1.1 million to operating lease right-of-use assets, net and property and equipment, net, respectively, due to a change in the useful life of 15 of its communities, all of which transferred to new operators. Due to the changes in useful lives, the Company concluded the assets related to those properties had indicators of impairment and the carrying values were not fully recoverable. The fair values of the right-of-use assets were estimated, using level 3 inputs as defined in the accounting standards codification, utilizing a discounted cash flow approach based upon historical and projected cash flows and market data, including management fees and a market supported lease coverage ratio. In addition, during the three months ended September 30, 2020 the Company recorded a non-cash impairment charge of $0.8 million to property and equipment, net of one owned community. The fair value of the property and equipment, net of this community was determined was determined using the sales comparison approach, which utilizes the sales of comparable properties, and the income capitalization approach, which reflects the property’s income-producing capabilities. This impairment charge is primarily due to the COVID-19 pandemic and lower than expected operating performance at the community and reflects the amount by which the carrying amount of these assets exceeded their fair value. In total, the Company recognized non-cash impairment charges of $3.2 million and $39.2 million for the three and nine months ended September 30, 2020, respectively.
7. DISPOSITIONS AND OTHER SIGNIFICANT TRANSACTIONS
Disposition of Boca Raton, Florida Community
Effective January 15, 2020, the Company’s leased senior living community located in Boca Raton, Florida, transitioned to a new operator.  In conjunction with the transition, the Company paid the lessor, Healthpeak Properties, Inc. ("Healthpeak"), a one-time $0.3 million termination payment as a prepayment against the remaining lease payments and was relieved of any additional obligation to Healthpeak with regard to that property and the lease was terminated as to this property.  The Company recorded a gain of approximately $1.8 million on the transaction, which is included in gain on facility lease modification and termination, net on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020.
Disposition of Merrillville, Indiana Community
Effective March 31, 2020, the Company sold 1 community located in Merrillville, Indiana for a total purchase price of $7.0 million and received approximately $6.9 million in cash proceeds after paying customary closing costs.  The community was unencumbered by any mortgage debt.  The Company recognized a loss of $7.4 million on the disposition, which is included in loss on disposition of assets, net on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020.
Early Termination of Master Lease Agreements
As of December 31, 2020, the Company had exited all of its master lease agreements.
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As
3. Property and Equipment, net
The following is a summary of our property and equipment, net as of September 30, 2022 and December 31, 2019,2021 (in thousands):
Asset LivesSeptember 30,
2022		December 31,
2021
Land$47,598 $46,069 
Land improvements5 to 20 years19,606 19,146 
Buildings and building improvements10 to 40 years837,331 814,035 
Furniture and equipment5 to 10 years56,376 52,602 
Automobiles5 to 7 years2,730 2,662 
Assets under financing leases and leasehold improvements (1)
 2,311 2,276 
Construction in progress 1,289 392 
Total property and equipment967,241 937,182 
Less accumulated depreciation and amortization(344,488)(315,983)
Total property and equipment, net$622,753 $621,199 
__________
(1) Leasehold improvements are amortized over the Company leased 46 senior housing communities from certain real estate investment trusts (“REITs”).  The Company transitioned 1 community to a different operator effective January 15, 2020. During the first quarter of 2020, the Company entered into agreements that restructured or terminated certain of its master lease agreements with each of its landlords as further described below. The Company was not subject to any master lease agreements during the nine months ended September 30, 2021.
Ventas
As of December 31, 2019, the Company leased 7 senior housing communities from Ventas.  The termshorter of the Ventas lease agreement was scheduled to expire on September 30, 2025.  On March 10, 2020, the Company entered into an agreement with Ventas (as amended, the “Ventas Agreement”), providing for the early termination of its master lease agreement with Ventas (the "Ventas Master Lease Agreement") covering all 7 communities. Pursuant to the Ventas Agreement, among other things, from February 1, 2020 through December 31, 2020, the Company agreed to pay Ventas rent of approximately $1.0 million per month for such communities as compared to approximately $1.3 million per month that would otherwise have been due and payable under the Ventas Master Lease Agreement.  In addition, the Ventas Agreement provided that the Company would not be required to comply with certain financial covenantsuseful life of the Ventas Master Lease Agreement duringasset or the forbearance period, which terminated on December 31, 2020.  In conjunction with the Ventas Agreement, the Company released to Ventas $4.1 million in security depositsremaining lease term. Assets under financing leases and $2.5 million in escrow deposits held by Ventas, and Ventas reduced the amounts and term of the Company’s lease payments, and effectively eliminated the Company’s lease termination obligation, which was $11.4 million at December 31, 2019.  The Ventas Master Lease Agreement terminated on December 31, 2020.
In accordance with ASC Topic 842, the reduction in the monthly minimum rent payable to Ventas and modification of the lease term pursuant to the Ventas Agreement was determined to be a modification of the Ventas Master Lease Agreement.  As such, the Company reassessed the classification of the Ventas Master Lease Agreement with Ventas based on the modified terms and determined that the lease continued to be classified as an operating lease until the communities transitioned to a different operator or management agreement, at which time the lease would terminate. leasehold improvements includThe modification resulted in a reduction to the lease termination obligation, lease liability and operating lease right-of-use asset recorded in theCompany's Consolidated Balance Sheets by approximately $11.4 million, $51.6e $0.5 million and $47.8$0.3 million respectively, during the first quarter of 2020.  The Company recognized a net gain of approximately $8.4 million on the transaction, which is included in gain on facility lease modification and termination, net on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020 and was primarily due to the impact of the change in lease term on certain of the right-of-use asset balances.  As a result of the lease modification, the Company assessed the operatingfinancing lease right-of-use assets for impairment during the first quarteras of 2020.  See “Note 6- Impairment of Long-Lived Assets.”
Under the terms of the Ventas Agreement, Ventas elected to enter into a property management agreement onSeptember 30, 2022 and December 31, 2020 with the Company as manager of the 7 properties for a management fee based on gross revenues of the applicable community payable to the Company and other customary terms and conditions. As a result of these transactions, the Company had no remaining lease agreements with Ventas on January 1, 2021. At September 30, 2021, the Company managed these 7 communities on behalf of Ventas.
Welltower
As of December 31, 2019, the Company leased 24 senior housing communities from Welltower. The initial terms of the Welltower master lease agreements ("the Welltower Master Lease Agreements") were scheduled to expire on various dates from April 2025 through April 2026. On March 15, 2020, the Company entered into an agreement with Welltower (the “Welltower Agreement”), providing for the early termination of three Welltower Master Lease Agreements covering all 24 communities.  Pursuant to the Welltower Agreement, among other things, from February 1, 2020 through December 31, 2020, the Company agreed to pay Welltower rent of approximately $2.2 million per month for such communities as compared to approximately $2.8 million per month that would otherwise have been due and payable under the Welltower Master Lease Agreements. In addition, the Welltower Agreement provided that the Company would not be required to comply with certain financial covenants of the Welltower Master Lease Agreements during the forbearance period, which terminated on December 31, 2020.  In conjunction with the Welltower Agreement, the Company agreed to release $6.5 million in letters of credit to Welltower, which were released during the three months ended September 30, 2020. The Welltower Master Lease Agreement terminated on December 31, 2020. Upon termination, Welltower elected to enter into a property management agreement with the Company as manager for the remaining properties that had not been transitioned to other operators.respectively.

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In accordanceOn February 1, 2022, the Company completed the acquisition of two senior living communities located in Indiana for a combined purchase price of $12.3 million. The communities consist of a total of 157 independent living units. The acquisition price was funded with ASC Topic 842,cash on hand. The acquired assets did not meet the reduction indefinition of a business and, as such, the monthly minimum rent payable to Welltower under the then- existing Welltower Master Lease Agreements and modification to the lease termtransaction was accounted for as an asset acquisition pursuant to the Welltower Agreement was determined to beguidance in subsection 805-50 of Accounting Standards Codification ("ASC") 805, Business Combinations.

4. Accrued expenses
The following is a modificationsummary of the Welltower Master Lease Agreements.  As such, the Company reassessed the classificationour accrued expenses as of the Welltower Master Lease Agreements based on the modified terms and determined that the each of the leases continued to be classified as an operating lease until the applicable communities transitioned to a different operator or management agreement, at which time such lease would terminate.  The modification resulted in a reduction to the lease liability and operating lease right-of-use asset recorded in theCompany'sConsolidatedBalanceSheets byapproximately $129.9 million, and $121.9 million, respectively,during the first quarter of 2020.  The Companyrecognized a gain ofapproximately $8.0 million on the transaction, which is included in gain on facility lease modification and termination, net on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020.  As a result of the lease modification, the Company assessed the operating lease right-of-use assets for impairment during the first quarter of 2020.  See “Note 6- Impairment of Long-Lived Assets.”
Under the terms of the Welltower Agreement, on December 31, 2020, Welltower elected to enter into a property management agreement with the Company as manager of the remaining properties that had not been transitioned to other operators for a management fee based on gross revenues of the applicable community payable to the Company2022 and other customary terms and conditions. At September 30, 2021, the Company managed 4 communities on behalf of Welltower.
Healthpeak
On March 1, 2020, the Company entered into an agreement with Healthpeak (the "Healthpeak Agreement”), effective February 1, 2020, providing for the early termination of one of its Master Lease Agreements with Healthpeak (the "Healthpeak Master Lease Agreement"), which was previously scheduled to mature in April 2026. The Healthpeak Master Lease Agreement terminated and was converted into a management agreement under a structure permitted by the REIT Investment Diversification and Empowement Act of 2007 (the "Healthpeak Management Agreement"), pursuant to which the Company agreed to manage the 6 communities that were subject to the Healthpeak Master Lease Agreement until such communities are sold by Healthpeak.  Pursuant to the Healthpeak Management Agreement, the Company received a management fee equal to 5% of gross revenues realized at the applicable senior living communities plus reimbursement for its direct costs and expenses related to such communities.  In conjunction with the Healthpeak Agreement, the Company released to Healthpeak approximately $2.6 million of security deposits held by Healthpeak. The Company recognized a net loss of $7.0 million on the transaction, which is included in gain on facility lease modification and termination, net on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020. In January 2021, Healthpeak sold the 6 properties and terminated all agreements with the Company related to those 6 properties.
On May 20, 2020, the Company entered into an additional agreement with Healthpeak, effective April 1, 2020 until the end of the lease term. Pursuant to such agreement, the Company began paying Healthpeak rent of approximately $0.7 million per month for 8 senior housing communities subject to a Master Lease Agreement with Healthpeak in lieu of approximately $0.9 million of monthly rent due and payable under the Master Lease Agreement covering such communities. The rents paid to Healthpeak represent approximately 75% of their scheduled rates, with the remaining rent being subject to payment by the Company pursuant to a three-year note payable with final payment including accrued interest from November 1, 2021, to be made on or before November 1, 2023. Given that the total minimum lease payments and the lease term remain unchanged, the Company has elected not to evaluate the deferral as a rent concession and will not account for the deferral as a modification to the existing lease agreement. The Company concluded the concessions provided to the Company were not contemplated by the existing lease. The Company accounted for the concession in the form of a deferral as if the lease terms were unchanged. Accordingly, once interest begins to accrue on the deferral amount, the Company will record interest expense and accrued interest payable on the portion of the deferral amount that has yet to be paid on a monthly basis until such interest payments become due. At September 30, 2021, the Company had deferred $2.1 million in rent payments, which is included in notes payable, net of deferred loan costs and current portion on the Company’s Consolidated Balance Sheets.
In November 2020, upon the expiration of the other Master Lease Agreement with Healthpeak, the Company entered into a short-term excess cash flow lease amendment pursuant to which the Company agreed to manage the 7 communities that were then subject to the other Master Lease Agreement until the earlier of such time that the communities are sold by Healthpeak or until April 30, 2021. Pursuant to such agreement, the Company began paying Healthpeak monthly rent of any excess cash flow of the communities and earning a management fee for management of the 7 communities.
In April 2021, the Company executed an agreement with Healthpeak to amend and extend its existing agreement for the remaining 3 properties managed by the Company on behalf of Healthpeak. In addition to a management fee based on a percentage of revenue, the Company will receive a monthly flat fee for three months with such fee increasing thereafter until such properties are sold or December 31, 2021 whichever is earlier. On(in thousands):
September 30,
2022		December 31,
2021
Accrued payroll and employee benefits$14,355 $13,592 
Accrued interest (1)
8,768 7,311 
Accrued taxes7,779 7,278 
Accrued professional fees2,839 4,102 
Accrued other expenses2,878 4,743 
Total accrued expenses$36,619 $37,026 
__________
(1) Includes accrued interest related to the remaining two Fannie Mae communities totaling $3.7 million and $2.7 million as of September 30, 2022 and December 31, 2021, Healthpeak sold the 3 remaining properties and terminated all agreements with the Company related to those 3 properties.

respectively. See “Transactions Involving Certain Fannie Mae Loans” disclosure below.
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8. NOTES PAYABLE5. Notes Payable
Notes payable consists of the following (in thousands):
September 30,December 31,
20212020
Fixed mortgage notes payable$625,545 $787,029 
Variable mortgage notes121,660 122,742 
Notes payable - insurance1,218 3,887 
Notes payable - other18,141 2,121 
Notes payable, excluding deferred financing costs$766,564 $915,779 
Deferred financing costs, net4,770 6,886 
Total long-term debt$761,794 $908,893 
Less current portion159,977 304,164 
Total long-term debt, less current portion$601,817 $604,729 
Deferred Financing Charges
At September 30, 2021 and December 31, 2020, the Company had gross deferred loan costs of approximately $11.8 million and $14.0 million, respectively. Accumulated amortization was approximately $7.0 million and $7.1 million at September 30, 2021 and December 31, 2020, respectively.
Maturity DatesSeptember 30,
2022		December 31,
2021
Fixed rate mortgage notes payable2024 to 2045$506,137 $561,006 
Fannie Mae mortgage notes payable (1)
202231,991 31,991 
Variable rate mortgage notes payable (2)
2026 to 2029129,727 88,711 
Notes payable - insurance20231,395 3,483 
Notes payable - other20232,121 2,121 
Total notes payable$671,371 $687,312 
Less: deferred financing costs, net(5,436)(4,201)
Total notes payable, net$665,935 $683,111 
Less: current portion(46,137)(69,769)
Total long-term notes payable, net$619,798 $613,342 

Notes Payable - OtherThe following schedule summarizing our notes payable as of September 30, 2022 (in thousands):
Principal payments due in:
2022 (1)
$35,813 
202315,054 
2024152,155 
2025114,285 
2026155,919 
Thereafter198,145 
Total notes payable, excluding deferred financing costs$671,371 
__________
(1) See “Transactions Involving Certain Fannie Mae Loans” disclosure below.
(2) See Note 12 for interest rate cap agreements on variable rate mortgage notes payable.

As of September 30, 2022, our fixed rate mortgage notes bear interest rates ranging from 3.6% to 6.3%. Our variable rate mortgage notes are based on either one-month LIBOR or the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin. As of September 30, 2022, one-month LIBOR and one-month SOFR were 3.2% and 3.0%, respectively, and the applicable margins were 2.14% and 3.50%, respectively.

As of September 30, 2022, we had property and equipment with a net carrying value of $599.2 million that is secured by outstanding notes payable.

2022 Mortgage Refinance
In August 2021, simultaneously with the entry into the Investment Agreement,March 2022, the Company completed the refinancing of certain existing mortgage debt (“Refinance Facility”) for ten of its communities. The Refinance Facility includes an initial term loan of $80 million. In addition, $10 million is available as delayed loans that can be borrowed upon achieving and the Investors entered into a $17.3maintaining certain financial covenant requirements and up to an additional uncommitted $40 million secured Promissory Notemay be available to provide interim debt financing tofund future growth initiatives. In addition, the Company provided a limited payment guaranty (“Limited Payment Guaranty”) of 33%, that reduces to 25% and received proceeds of $16.0 million. The Promissory Note will bear interest at a rate of 15.0% per annum, provided that $2.3 millionthen to 10%, of the Promissory Notethen outstanding balance of the Refinance Facility based upon achieving certain financial covenants and then maintained over the life of the loan. As defined and required in the Limited Payment Guaranty, the Company is required to maintain certain covenants including maintaining a Tangible Net Worth of $150 million and Liquid Assets of at least $13 million which is appliedinclusive of a $1.5 million debt service reserve provided by the Company at the closing of the Refinance Facility. The debt service reserve may be released upon terms described in the “Loan Agreement” and is included in restricted cash.
The Refinance Facility also requires the financial performance of the ten communities to the payment of feesmeet certain financial covenants, including a minimum debt service coverage ratio and expenses in connection with the Promissory Note and the Transactions will bear interest at a rate of 0% until the Outside Dateminimum debt yield (as defined in the InvestmentLoan Agreement) and 15% from and after the Outside Date. Interest payments may be made, at the option of the Company, in cash or in kind (“PIK Interest”). In addition, the Promissory Note provides forwith a payment premium payable on the loans thereunder (other than the $2.3 million earmarked for the payment of fees and expenses) in an amount equal to either (i) 5% of the initial principal amount of the loans (less the amount of any interest paid or accrued on such loans), if the loans are repaid on the Closing Date or (ii) 20% of the initial principal amount of the loans (less the amount of any interest paid or accrued on such loans), if the loans are not repaid on the Closing Date. The Promissory Note is secured by certain assets of the Company. The Promissory Note will mature upon the earlier of (a) the Closing Date or (b) July 22, 2022. The interest rate on the Promissory Note will increase by an additional 3% if an Event of Default (as defined in the Promissory Note) occurs. If an Event of Default occurs, the Investors may, at their option, declare the entire unpaid principal sum (including PIK Interest), and accrued interest immediately due and payable in full.
On October 22, 2021, subsequent to quarter end, upon approval of the Amended Investment Agreement, the Promissory Note was amended to reduce the aggregate indebtedness outstanding by $1.3 million, resulting in an amended secured promissory note in the amount of $16.0 million. On November 3, 2021, in conjunction with the Closing of the Amended Investment Agreement, the total principal amount of $16.0 million Promissory Note was repaid.
On May 20, 2020, the Company entered into an agreement with Healthpeak (“the Healthpeak Forbearance”), effective April 1, 2020, through the lease term ending October 31, 2020, to defer a percentage of rent payments. At September 30, 2021, the Company had deferred $2.1 million in rent payments, which is included in notes payable, net of deferred loan costs and current portion on the Company’s Consolidated Balance Sheets. See “Note 7- Dispositions and Other Significant Transactions.”
Insurance Notes Payable
In June 2021, the Company renewed certain insurance policies and entered into a finance agreement totaling approximately $1.5 million. The finance agreement has a fixed interest rate of 4.45% with the principal being repaid over a 10-month term.


first
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Loan Extension measurement date as of June 30, 2022 and Debt Forbearance Agreement on BBVA Loanquarterly measurement dates thereafter. As of September 30, 2022, we were in compliance with the financial covenants. We can provide no assurance that any financial covenants will be met in the future.
In August 2021,The Refinancing Facility requires that the Company executed a one year extensionpurchase and maintain an interest rate cap facility during the term of the Company's $40.5 million loan agreement with BBVA, which extended the maturity date to December 10, 2022. The extension also included an additional six months extension option if certain financial criteria are met.Refinancing Facility. The loan agreement extension includes a waiver for non-complianceCompany is in process of obtaining the interest rate cap facility in compliance with certain financial ratios on December 31, 2020, and eliminates the compliance requirements for minimum financial ratios. lender’s requirements.The extension requires monthly principal payments
In conjunction with the Refinancing Facility, the Company incurred costs of $0.2 million, an additional principal payment of $1.0$2.2 million in December 2021 and quarterly principal paymentsMarch 2022. These costs, net of $0.5amortization of $0.3 million, beginningare included in March 2022 unless a certain financial ratio is attained.
In the second quarter of fiscal 2020, the Company entered into a loan amendment with BBVA, pursuant to which the Company deferred monthly debt service payments for April, May and June 2020, which deferred payments were added to principal. The deferred monthly debt service payments were paid by the Company in June 2021. Atfinancing costs at September 30, 2021 no deferred payments remained outstanding.2022.
The financing transaction generated a loss on refinancing of notes payable of $0.6 million which is included in loss on extinguishment of debt for the nine months ended September 30, 2022.

Transactions Involving Certain Fannie Mae Loans

The CARESCoronavirus Aid, Relief and Economic Security (“CARES”) Act, among other things, permitted borrowers with mortgages from Government Sponsored Enterprises who experienced a financial hardship related to the COVID-19 pandemic to obtain forbearance of their loans for up to 90 days. On May 7,During 2020, the Company entered into several loan forbearance agreements with Berkadia Commercial Mortgage LLC, as servicer of 23 of its Fannie Mae loans covering 20 of the Company's properties.  On May 9, 2020, the Company entered into a forbearance agreement with Wells Fargo Bank (“Wells Fargo”), as servicer of 1 Fannie Mae loan covering 1 of the Company's properties.  OnMay 20, 2020, the Company entered into forbearance agreements with KeyBank, as servicer of 3 Fannie Mae loans covering 2 of the Company's properties. The forbearance agreements allowedthe Company to withhold the loan payments due under the loan agreements for the months of April, May and JuneFederal National Mortgage Association (“Fannie Mae”). In July 2020, and Fannie Maetagreed toforbear in exercising its rights and remedies during such three month period. During this three-month loan payment forbearance, the Company agreedto pay to Fannie Mae monthly net operating income, if any, as defined in theforbearanceagreement, for the properties receiving forbearance.  
On July 8, 2020, the Company entered into forbearance extension agreements with Fannie Mae, which provided for a one month extension of the forbearance agreements between the Company and Fannie Mae covering 23 of the Company's properties. The forbearance extension agreements extended the forbearance period until July 31, 2020, and Fannie Mae agreed to forbear in exercising its rights and remedies during such period.  By July 31, 2020, the Company was required to repay to Fannie Mae the deferred payments, less any payments made during the forbearance period.  
On July 31, 2020, the Company made required payments to Fannie Mae totaling $0.6 million, which included the deferred payments, less payments made during the forbearance period, for 5 of the Company's properties with forbearance agreements.  Thehe Company elected not to pay $3.9$3.8 million on the loans for the remaining 18 properties as of that date as it initiated a process intended to transfer the operations and ownership of such properties to Fannie Mae.  Therefore, the Company was in default on such loans. 
As a result of the default, Fannie Mae filed a motion with the United States District Court (the "District Court") requesting that a receiver be appointed over the 18 properties, which was approved by the District Court.  The Company agreed to continue to manage the 18 communities, subject to earning a management fee, until management of the community is transitioned to a successor operator or legal ownership of the properties is transferred to Fannie Mae or its designee.  Management fees earned from the properties are recognized as revenue when earned. In conjunction with the receivership order, the Company must obtain approval from the receiver for all payments, but will receive reimbursements from Fannie Mae for reasonable operating expenses incurred on behalf of any of the 18 communities under the receivership order. 
As a result of the events of default and receivership order obtained by Fannie Mae, the Company discontinued recognizing revenues and expenses related to the 18 properties effective August 1, 2020, which was the date of default.  In addition, the Company concluded that it was no longer entitled to receive any existing accounts receivable or revenue related to the properties, that all amounts held in escrow by Fannie Mae were forfeited, and that the Company no longer hashad control of the properties in accordance ASC 610-20.  
with GAAP. Accordingly, the Company derecognized the net carrying value of the properties and related assets from the financial statements and recorded a loss from the forbearance. The Company continues to recognize the related debt and liabilities until the debts are formally released. When these debts are formally released, the net carrying value of the debts is derecognized and a gain on extinguishment of debt is recognized. During the three and nine months ended September 30, 2021, Fannie Mae completed the transition of legal ownership of 4five and 13fourteen, cumulatively, of the Company's properties, respectively, and the Company recorded a gain on extinguishment of this debt for such periods of $54.1 million and $168.3 million, respectively,respectively.

As of September 30, 2022, two properties remain for which is included in gain on extinguishment of debt in the Company's Consolidated Statement of Operations and Comprehensive Income (Loss).legal ownership has not been transferred back to Fannie Mae. At both September 30, 2022 and December 31, 2021, the Company included $62.0$31.8 million in outstanding debt in current portion of notes payable, net of deferred loanfinancing costs of $0.2 million. As September 30, 2022 and $4.6 million ofDecember 31, 2021, accrued interest in accrued expenses on the Company’s Consolidated Balance Sheets related to the remaining 4 properties. Attwo properties was $3.7 million and $2.7 million, respectively. As of September 30, 2022 and December 31, 2021, the Company did not manage these properties (or any propertiesproperties) on behalf of Fannie Mae.


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Debt Forbearance Agreement on HUD Loan
The Company also entered into a debt forbearance agreement with ORIX Real Estate Capital, LLC (“ORIX”), related to a U.S. Department of Housing and Urban Development (“HUD”) loan covering 1 of the Company's properties pursuant to which the Company deferred monthly debt service payments for April, May and June 2020, which deferred payments were added to the regularly scheduled payments in equal installments for one year following the forbearance period and were paid in the nine months ended September 30, 2021. At September 30, 2021, no deferred payments remained outstanding.
Protective Life Amendments to Loan Agreements and Loan Modification and Temporary Deferral Agreements
On May 21, 2020, the Company entered into amendments to its loan agreements with one of its lenders, Protective Life Insurance Company (“Protective Life”), related to loans (the "Protective Life Loans") covering 10 of the Company's properties. These amendments allowed the Company to defer principal and interest payments for April, May and June 2020 and to defer principal payments for July 2020 through September 2021, with such deferral amounts being added to principal due at maturity in either 2025 or 2026, depending upon the loan. At September 30, 2021, the Company had deferred payments of $7.2 million related to the Protective Life Loans, of which $2.6 million was included in accrued expenses in the Company’s Consolidated Balance Sheets. The remaining $4.6 million is included in notes payable, net of deferred loan costs and current portion on the Company’s Consolidated Balance Sheets.
Letters of Credit
The Company previously issued standby letters of credit with Wells Fargo, totaling approximately $1.0 million, Except for the benefit of Calpine Corporation in connectionnon-compliance with certain of its energy provider agreements, which remained outstanding at September 30, 2021.

The Company previously issued standby letters of credit with Wells Fargo, totaling approximately $3.4 million,Fannie Mae mortgages for the benefit of Hartford Financial Services in connection with the administration of workers’ compensation. On August 27, 2020, the available letters of credit were increasedtwo remaining properties expected to $4.0 million, which remained outstanding at September 30, 2021.  

The Company previously issued standby letters of credit with JP Morgan Chase Bank (“Chase”), totaling approximately $6.5 million, for the benefit of Welltower, in connection with certain leases between Welltower and the Company. The letters of credit were surrendered and paidtransition back to Welltower in conjunction with the Welltower Agreement during the quarter ended June 30, 2020.
The Company previously issued standby letters of credit with Chase, totaling approximately $2.9 million, for the benefit of Healthpeak in connection with certain leases between Healthpeak and the Company.  The letters of credit were released to the Company during the first quarter of 2020 and were included in cash and cash equivalents on the Company’s September 30, 2020 Consolidated Balance Sheets.
Debt Covenant Compliance
The Company was not in compliance with a certain financial covenant under its loan agreement with Fifth Third Bank, covering 2 of the Company's properties, as of September 30, 2021, June 30, 2021, March 31, 2021, December 31, 2020 and September 30, 2020, in which a minimum debt service coverage ratio must be maintained, which constituted a default. In May 2021, Fifth Third Bank issued a notice of default. In the event that this loan for $31.5 million is accelerated, the loan has 25% recourse to Capital Senior Living Corporation. In November 2021, subsequent to quarter end, the Company gave Fifth Third Bank the Company’s 30 day notice of its intention to repay the outstanding $31.5 million bridge loan. "Note 14- Subsequent Events." The Company included $31.5 million in outstanding debt related to those properties in current portion of notes payable, net of deferred loan costs, on the Company’s Consolidated Balance Sheets at September 30, 2021.  

ExceptFannie Mae, as noted above, the Company was in compliance with all other aspects of its outstanding indebtedness at September 30, 2021.2022.

9. EQUITY6. Redeemable Preferred Stock
Reverse
In November 2021, the Company issued 41,250 shares of Series A Preferred Stock. The Series A Preferred Stock Splitis convertible outside of the Company's control and in accordance with GAAP is classified as mezzanine equity, outside the stockholders’ equity (deficit) section, on our condensed consolidated balance sheets. The Series A Preferred Stock was initially recorded at fair value upon issuance in 2021, net of issuance costs. The holders of Series A Preferred Stock are entitled to vote with the holders of common stock on all matters submitted to a vote of stockholders of the Company. It is deemed probable that the Series A Preferred Stock could be redeemed for cash, and as such, the Series A Preferred Stock is required to be remeasured and adjusted to its maximum redemption value at the end of each reporting period. However, to the extent that the maximum redemption value of the Series A Preferred Stock does not exceed the fair value of the shares at the date of issuance, the shares are not adjusted below the fair value at the date of issuance. As of September 30, 2022 and December 31, 2021, the Series A Preferred Stock is carried at the maximum redemption value. The Series A Preferred Stock does not have a maturity date and therefore is considered as perpetual.
On December 9, 2020,
The Series A Preferred Stock has an 11% annual dividend calculated on the original investment of approximately $41.3 million accrued quarterly in arrears and compounded. Dividends are cumulative, and any declaration of dividends is at the discretion of the Company’s Board of Directors approved and effectedDirectors. If the Board does not declare a Reverse Stock Splitdividend in respect of any dividend payment date, the Company’s common stock at a ratio of 15-for-1 (the "Reverse Stock Split"). The Reverse Stock Split reduced the number of the Company's issued and outstanding shares of common stock from approximately 31,268,943 shares to approximately 2,084,596 shares. The authorized number of shares of common stock was also proportionately reduced from 65,000,000 shares to 4,333,334 shares.
2015

All shareamount of such accrued and unpaid dividend is added to the liquidation preference and compounds quarterly thereafter. During the three months ended September 30, 2022, the Board did not declare a dividend, and accordingly, $1.1 million was added to the liquidation preference of the Series A Preferred Stock, effectively increasing the carrying value of the Series A Preferred Stock. On June 8, 2022, the Company declared a $1.1 million cash dividend on the Series A Preferred Stock, which was paid in June 2022. On March 31, 2022, the Company declared a $1.1 million cash dividend on the Series A Preferred Stock which was included in accounts payable and accrued expense as of March 31, 2022, and paid in April 2022. There were no corresponding amounts for the three or nine months ended September 30, 2021, as there were no shares of Series A Preferred Stock outstanding during such periods.

7. Revenue
Revenue for the three and nine months ended September 30, 2020 have been recast2022 and 2021 is comprised of the following components (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2022202120222021
Housing and support services$51,703 $48,249 $151,854 $138,709 
Community fees481 403 1,410 1,228 
Ancillary services301 316 838 882 
Other operating revenue (1)
— — 1,213 — 
Resident revenue52,485 48,968 155,315 140,819 
Management fees608 1,029 1,836 2,978 
Managed community reimbursement revenue7,694 7,927 21,757 33,317 
Total revenues$60,787 $57,924 $178,908 $177,114 
__________
(1) Other operating revenue consists of Provider Relief Funds received from state departments due to give effect to the 15-for-1 Reverse Stock Split.
Treasury Stock
financial distress impacts of COVID-19. The Company accountsintends to pursue additional funding that may become available in the future, but there is no guarantee of qualifying for, treasury stock underor receiving, any additional relief funds in the cost methodfuture.
Community fees, ancillary services, management fees, and includes treasury stock as a component of shareholders’ equity (deficit). All shares acquired bycommunity reimbursement revenue represent revenue from contracts with customers in accordance with GAAP.
8. Stock-Based Compensation
During the Company have been purchased in open-market transactions. There were no repurchases of the Company’s common stock during the three and nine months ended September 30, 2021 or 2020. In conjunction with the Reverse Stock Split in December 2020,2022, the Company retired all of the Treasury stock to available for issuance and recorded a reduction to additional paid in capital of $3.4 million in the fourth quarter of fiscal 2020.
10. STOCK-BASED COMPENSATION
The Company recognizes compensation expense for share-based stock awards to certain employees and directors, including grants of employee stock options and awards of restricted stock, in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) based on their fair values.
On May 14, 2019, the Company’s stockholders approved the 2019 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation (the “2019 Plan”), which replaced the 2007 Omnibus Stock and Incentive Plan for Capital Senior Living Corporation (as amended, the “2007 Plan”). The 2019 Plan provides for, among other things, the grant of restricted stock awards,granted restricted stock units and restricted stock options to purchase shares of the Company’s common stock. The 2019 Plan authorizes the Company to issue up to 150,000 shares of common stock plus reserved shares not issued or subject to outstanding awards under the 2007 Plan,Company’s 2019 Omnibus Incentive Plan. Grants of stock units and the Company has reserved shares of common stock for future issuance pursuant to awards under the 2019 Plan. Effective March 26, 2019, the 2007 Plan was terminated and no additional awards will be granted under the 2007 Plan. Subsequent to quarter-end, the 2019 Plan was amended. See "Note 14- Subsequent Events."were as follows:
Stock Options
The Company may periodically grant stock options as a long-term retention tool that is intended to attract, retain and provide incentives for employees, officers and directors and to more closely align stockholder interests with those of our employees and directors. The Company’s stock options generally vest over a period of one to five years, and the related expense is amortized on a straight-line basis over the vesting period. A summary of the Company’s stock option activity and related information for the nine months ended September 30, 2021 is presented below:
Outstanding at
Beginning of
Period		GrantedExercisedCancelledOutstanding at
End of Period
Options9,816 — — — 9,816 
At September 30, 2021, the options outstanding had no intrinsic value, a weighted-average remaining contractual life of 7.25 years, and a weighted average exercise price of $111.90. At September 30, 2021, there was approximately $0.0 million of total unrecognized compensation expense, which is expected to be recognized over a weighted average period of 0.25 years. At September 30, 2021, 6,479 options were exercisable and the remaining options were unvested.  There were no stock options granted during the nine months ended September 30, 2021.
Restricted Stock
The Company periodically grants restricted stock awards and units to employees, officers, and directors in order to attract, retain, and provide incentives for such individuals and to more closely align stockholder and employee interests. For restricted stock awards and units without performance and market-based vesting conditions, the Company records compensation expense for the entire award on a straight-line basis over the requisite service period, which is generally a period of three years, unless the award is subject to certain accelerated vesting requirements. Restricted stock awards are considered outstanding at the time of grant since the holders thereof are entitled to dividends, upon vesting, and voting rights. For restricted stock awards with performance and market-based vesting conditions, total compensation expense is recognized over the requisite service period for each separately vesting tranche of the award as if the award is, in substance, multiple awards once the performance target is deemed probable of achievement.  Performance goals are evaluated periodically, and if such goals are not ultimately met or it is not probable the goals will be achieved, no compensation expense is recognized and any previously recognized compensation expense is reversed for performance-based awards.
21

The Company recognizes compensation expense of a restricted stock award over its respective vesting or performance period based on the fair value of the award on the grant date, net of actual forfeitures. A summary of the Company’s restricted stock awards activity and related information for the nine months ended September 30, 2021 is presented below:
Outstanding at
Beginning of
Period		GrantedVestedCancelledOutstanding at
End of Period
Shares33,504 114,041 (6,659)(4,862)136,024 
The restricted stock outstanding at September 30, 2021 had an intrinsic value of approximately $4.8 million.  
There were no grants awarded during the three months ended September 30, 2021, During the nine months ended September 30, 2021, the Company awarded 114,041 shares of restricted common stock to certain employees of the Company, of which 60,618 shares were subject to performance vesting conditions. The weighted average market value of the common stock on the date of grant was $37.95 per share. These awards of restricted stock vest over a three-year period and had an intrinsic value of approximately $4.3 million on the date of grant.
(in thousands, except weighted average amount)Restricted Stock Unit and Stock Award GrantsWeighted Average Grant Date Fair Value Per ShareTotal Grant Date Fair Value
Three months ended September 30, 202230 20.39 $246 

The Company recognized $(0.6) million and $0.6 million in stock-based compensation expense for the three months ended September 30, 2022 and 2021, respectively. The negative expense for the three months ended September 30, 2022 is due to forfeiture credits as a result of executive personnel changes in September 2022. The Company recognized $3.5 million and $1.3 million in stock-based compensation expense duringfor the three and nine months ended September 30, 2022 and 2021, respectively, anrespectively.
d $0.4 million9. Commitments and Contingencies
$1.5 million during the three and nine months ended September 30, 2020, respectively, which is primarily associated with employees whose corresponding salaries and wages are included within general and administrative expenses within the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). Unrecognized stock-based compensation expense was $3.7 million asAs of September 30, 2021. If all awards granted are earned, the Company expects this expense2022, we had contractual commitments of $7.0 million related to future renovations and technology enhancements to our communities. We expect these amounts to be recognized over a one to three-year period for performance stock awards and a one to three-year period for non-performance-based stock awards, options and units.substantially expended during 2023.
11. CONTINGENCIES
The Company has claims incurred in the normal course of its business. Most of these claims are believed by management to be covered by insurance, subject to deductibles, normal reservations of rights by the insurance companies and possibly subject to certain exclusions in the applicable insurance policies. Whether or not covered by insurance, these claims, in the opinion of management, based on advice of legal counsel, should not have a material detrimental impact on the condensed consolidated financial statements of the Company.Company.
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10. Related Party Transactions
As of September 30, 2022, affiliates of Conversant Capital LLC owned approximately 57.9% of our outstanding shares of common stock (inclusive of common stock issuable upon conversion of outstanding Series A Preferred Stock and outstanding warrants). Series A Preferred Stock dividends recognized in additional paid-in capital were $1.1 million and $3.4 million for the three and nine months ended September 30, 2022, respectively. The $1.1 million recognized for the three months ended September 30, 2022 was not paid in cash, but was instead added to the liquidation preference of the Series A Preferred Stock, effectively increasing the carrying value of the Series A Preferred Stock. Dividends of $3.0 million were paid on the Series A Preferred Stock during the nine months ended September 30, 2022, which included $2.3 million of dividends declared in 2022, and $0.7 million of dividends declared in 2021. There were no corresponding amounts for the three or nine months ended September 30, 2021 as there were no shares of Series A Preferred Stock outstanding during such period.
11. Fair Value Measurements
Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company uses interest rate cap arrangements with financial institutions to manage exposure to interest rate changes for loans that utilize floating interest rates. As of September 30, 2022, we had an interest rate cap with an aggregate notional value of $50.3 million that was entered into on March 1, 2022. The fair value of this interest rate cap as of September 30, 2022 was $0.5 million (See Note 12, Derivatives and Hedging), and was determined using significant observable inputs (Level 2), including quantitative models that utilize multiple market inputs to value the position. The majority of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services.
12. FAIR VALUE MEASUREMENTS
Financial instrumentsInstruments Not Reported at Fair Value
TheFor those financial instruments not carried at fair value, the carrying amountsamount and estimated fair values of our financial instrumentsassets and liabilities were as follows at September 30, 20212022 and December 31, 2020, are as follows2021 (in thousands):
September 30, 2021December 31, 2020
Carrying
Amount		Fair ValueCarrying
Amount		Fair Value
Cash and cash equivalents$10,669 $10,669 $17,885 $17,885 
Restricted cash$5,882 $5,882 $4,982 $4,982 
Notes payable, excluding deferred loan costs$766,564 $694,237 $915,779 $846,134 
September 30, 2022December 31, 2021
Carrying
Amount		Fair ValueCarrying
Amount		Fair Value
Notes payable, excluding deferred financing costs$671,371 $585,731 $687,312 $636,836 
The following methods and assumptions were used in estimatingWe believe the Company’s fair value disclosures for financial instruments:
Cash and cash equivalents and Restricted cash: The carrying amounts reported in the Company’s Consolidated Balance Sheets foramount of cash and cash equivalents, and restricted cash, accounts receivable, and accounts payable and accrued liabilities approximate fair value which represent level 1 inputs as defined in the accounting standards codification.due to their short-term nature.
Notes payable, excluding deferred loan costs: The fair value of notes payable, excluding deferred loanfinancing costs, is estimated using discounted cash flow analysis, based on current incremental borrowing rates for similar types of borrowing arrangements, which represent levelLevel 2 inputs as defined in the accounting standards codification.ASC 820, Fair Value Measurement.
22

Operating lease right-of-use assetsAssets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company may adjust the carrying amount of certain non-financial assets to fair value on a non-recurring basis when they are impaired. During the year ended December, 31, 2021, the Company recorded non-cash impairment charges of $6.5 million to property and equipment, net. The fair value of the impaired assets was $14.0 million at December 31, 2021. The fair value of the property and equipment, net was primarily determined utilizing an income capitalization approach considering stabilized facility operating lease right-of-use assets, netincome and market capitalization rates of $1.3 million and $7.5 million8.25%. There were no impairment losses for the three and nine months ended September 30, 2020, respectively.The Company recognized impaired operating lease right-of-use assets, net at their fair values of $14.6 million2022 and $0.5 million at March 31, 2020 and September 30, 2020 respectively.The fair values of the right-of-use assets were estimated, using level 3 inputs as defined in the accounting standards codification, utilizing a discounted cash flow approach based upon historical and projected cash flows and market data, including management fees and a market supported lease coverage ratio of 1.1. The range of discount rates utilized was 7.7% to 10.3%, depending upon the property type and geographical location of the respective community.See “Note 6- Impairment of Long-Lived Assets.” There were no non-cash impairment charges to operating lease right-of-use assets during the three and nine months ended September 30, 2021.
Property
12. Derivatives and equipment, netHedging
DuringThe Company uses derivatives as part of our overall strategy to manage our exposure to market risks associated with the three and nine months ended September 30, 2020, the Company recorded non-cash impairment charges of $1.9 million and $31.7 million to property and equipment, net, respectively.The fair value of the impaired assets was $10.5 million and $12.5 million at March 31, 2020 and September 30, 2020, respectively.At March 31, 2020, the fair values of the property and equipment, net of these communities were primarily determined utilizing the cost approach, which determines the current replacement cost of the property being appraised and then deducts for the lossfluctuations in value caused by physical deterioration, functional obsolescence, and economic obsolescence the amountinterest rates. We may also be required to replace the asset as if new and adjusts to reflect usage.At September 30, 2020, the fair value of the property and equipment, net of the owned community was determined using the sales comparison approach, which utilizes the sales of comparable properties, and the income capitalization approach, which reflects the property’s income-producing capabilities.The fair values of the property and equipment, net of the leased communities were primarily determined utilizing a discounted cash flow approach considering stabilized facility operating income and market capitalization rates. All of the aforementioned fair value measurements are considered Level 3 measurements within the valuation hierarchy. There were no non-cash impairment charges to property and equipment, net during the three and nine months ended September 30, 2021.enter into interest rate derivative instruments in compliance with debt agreements. We do not enter into derivative financial instruments for trading or speculative purposes.
The estimated fair value of these assets and liabilities could be affected by market changes and this effect could be material.
As of September 30, 2021, there was a wide range of possible outcomes as a result of the COVID-19 pandemic, as there was a high degree of uncertainty about the duration and extent of its ultimate impacts. Management’s estimates of the impacts of the COVID-19 pandemic are highly dependent on variables that are difficult to predict, including the duration, severity, and geographic concentrations of the pandemic and any resurgence of the disease, the duration and degree to which visitors are restricted from the Company's communities, the effect of the pandemic on the demand for senior living communities, the degree to which the Company may receive government financial relief and the timing thereof, and the duration, costs and effectiveness of the Company’s response efforts. Future events may indicate differences from management's current judgments and estimates which could, in turn, result in future impairments.
13. LEASES
As of December 31, 2020, the Company had exited all master lease agreements under which the Company was previously responsible for all operating costs, maintenance and repairs, insurance and property taxes
. At September 30, 2020, the Company leased 39 senior housing communities from certain REITs. Under these facility lease agreements, the Company was previously responsible for all operating costs, maintenance and repairs, insurance and property taxes.
A summary of operating and financing lease expense including the respective presentation on the consolidated statement of operations and comprehensive income (loss) and cash flows from leasing transactions is as follows (in thousands):
2317

Nine Months Ended September 30,
Operating Leases20212020
Facility lease expense$— $23,234 
General and administrative expenses113 495 
Operating expenses, including variable lease expense of $0 and $4,499 in 2021 and 2020, respectively70 4,760 
Total operating lease costs$183 $28,489 
Operating lease expense adjustment256 18,460 
Operating cash flows from operating leases$439 $46,949 
Nine Months Ended September 30,
Financing Leases20212020
Depreciation and amortization$74 $110 
Interest expense: financing lease obligations14 25 
Total financing lease costs$88 $135 
Operating cash flows from financing leases14 110 
Financing cash flows from financing leases74 25 
Total cash flows from financing leases$88 $135 
Future minimum lease payments associated with operating lease liabilities recognized on the Company’s Consolidated Balance Sheets as of September 30, 2021 are as follows (in thousands):
Year Ending December 31,Operating LeasesFinancing
Leases
Remainder 2021$23 $30 
202268 121 
202343 116 
202430 37 
20252 34 
Thereafter— 11 
Total$166 $349 
Less: Amount representing interest (present value discount)(13)(32)
Present value of lease liabilities$153 $317 
Less: Current portion of lease liabilities(69)(104)
Lease liabilities, net of current portion$84 $213 

14. SUBSEQUENT EVENTS

Amended Investment Agreement and Related Transactions
On OctoberMarch 1, 2021, subsequent to quarter-end,2022, the Company entered into an Amendedinterest rate cap transaction for an aggregate notional amount of $50.3 million to reduce exposure to interest rate fluctuations associated with a portion of our variable mortgage notes payable. The interest rate cap agreement has a 24-month term and Restated Investment Agreement (the "Amended Investment Agreement")effectively caps LIBOR at 4.00% from March 1, 2022 through March 1, 2024 with respect to the Investors. Underportion of our floating rate indebtedness. In the termsevent LIBOR is less than the capped rate, we will pay interest at the lower LIBOR rate. In the event LIBOR is higher than the capped rate, we will pay interest at the capped rate of 4.00%. The interest rate cap is not designated as a cash flow hedge under ASC 815-20, Derivatives - Hedging, therefore all changes in the fair value of the Amended Investment Agreement, which replaces,instrument are captured as a component of interest expense in its entirety, the previously announced Investment Agreement with Conversant,condensed consolidated statements of operations.

The following table presents the fair values of derivative assets and liabilities in the condensed consolidated balance sheets (in thousands):
September 30, 2022
Derivative AssetDerivative Liability
Notional AmountFair ValueNotional AmountFair Value
Interest rate cap$50,260 $464 $— $— 
Total derivative$464 $— 

The following table presents the effect of the derivative instrument on the condensed consolidated statements of operations (in thousands):

Three months ended September 30,Nine months ended September 30,
2022202120222021
Derivative not designated as hedge
Interest rate cap
Gain on derivative not designated as hedge included in interest expense251 — 206 — 
13. Subsequent Event
On August 9, 2022, the Company will raise upreceived a notice of intent from Welltower Victory II TRS LLC (“Welltower”) to $154.8 million through the combinationtransition management of (a) $82.5 million private placement to Conversant consisting of $41.25 million of common stock at $25 per share and $41.25 million of newly designated Series A Convertible Preferred Stock ("Convertible Preferred Stock"), (b) warrants to Conversant to purchase approximately 1000000 shares of common stock at $40 per share withits four properties that were under an expiration date of five years after closing; (c) up to $72.3 million common stock rights offering to its existing stockholders, with a revised subscription price of $30 per share; and (d) an incremental $25.0 million accordion frominterim management agreement. The transition was completed on October 20, 2022.
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Conversant for future investment at the Company’s option, subject to certain conditions (collectively, the “Amended Transactions”).
Conversant agreed to backstop up to $50.5 million through the purchase of additional shares of the Company's common stock at $30 per share.
In conjunction with the proposed transaction, the Promissory Note was amended to reduce the aggregate indebtedness outstanding by $1.3 million, resulting in an amended secured promissory note in the amount of $16.0 million.
The proposed transaction received shareholder approval on October 22, 2021 and the shareholders rights offering expired on October 27, 2021 with subscription rights to purchase 1,133,941 shares exercised. The transaction closed on November 3, 2021 and resulted in net proceeds to the Company of $128.5 million after repaying the $16.0 million Promissory Note and paying customary transaction and closing costs.
At the Closing, the Company and the Investors entered into an Investor Rights Agreement, pursuant to which, among other things, the Company's Board was reconstituted to 6 new Directors and 3 continuing Directors.
At the Closing, all outstanding performance-based stock based compensation including restricted shares were converted at target award levels to time-based restricted stock awards that will vest on the applicable scheduled vesting dates or the relevant award termination date applicable to such performance shares.
Transactions Involving Certain Fannie Mae Loans
In the fourth quarter of 2021, subsequent to quarter end, Fannie Mae completed the transfer of ownership on 1 of the Company's properties. As discussed in “Note 8- Notes Payable,” In the third quarter of fiscal 2020, the Company concluded it was no longer entitled to receive any existing accounts receivable or revenue related to the properties, all amounts held in escrow by Fannie Mae were forfeited, and that the Company no longer had control of the properties in accordance ASC 610-20. Accordingly, the Company disposed of all assets related to these properties in the year ended December 31, 2020. As a result of the change in legal ownership, the Company will de-recognize all of the debt and related liabilities for these properties in the fourth quarter of fiscal 2021.
Corporate Name Change
On November 9, 2021, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to effect the previously announced change of the Company’s name to “Sonida Senior Living, Inc.” effective as of November 15, 2021 (the “Name Change”). In addition, the Company’s board of directors adopted an amendment to the Company’s Second Amended and Restated Bylaws to reflect the Company’s new legal name, effective as of November 15, 2021.
Following the effectiveness of the Name Change, the ticker symbol of the Company’s common stock on the New York Stock Exchange will change to “SNDA”. The CUSIP number for the Company’s common stock following the effectiveness of the Name Change will remain unchanged.

Fifth Third Bridge Loan
In November 2021, subsequent to quarter end, the Company gave Fifth Third Bank the Company’s 30 day notice of its intention to repay the outstanding $31.5 million bridge loan.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain information containedThis Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to help provide an understanding of our business and results of operations. This MD&A should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This report, constitutes “Forward-Looking Statements” withinincluding 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, which can be identified by the use of forward-looking terminology such as “may,” “will,” “would,” “intend,” “could,” “believe,” “expect,” “anticipate,” “estimate” or “continue” or the negative thereof or other variations thereon or comparable terminology. Examples offollowing MD&A, contains forward-looking statements include, without limitation, those relating toregarding future events or trends that should be read in conjunction with the Company’s future business prospects and strategies, financial results, working capital, liquidity, capital needs and expenditures, interest costs, insurance availability and contingent liabilities. Forward-looking statements are subject to certain risks, and uncertainties that could cause the Company’s actual results and financial condition to differ materially from those indicated in the forward-looking statements, including, but not limited to: the impact of COVID-19, including the actions taken to prevent or contain the spread of COVID-19; the Company's near-term debt maturities, and other conditionsfactors described under “Cautionary Note Regarding Forward-Looking Statements” above in this Quarterly Report on Form 10-Q and events described herein on the Company's ability to continue as a going concern; the Company’s ability to generate sufficient cash flows from operations, additional
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proceeds from debt 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; 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; the Company’s compliance with its debt agreements, including certain financial covenants and the terms and conditions of its recent forbearance agreements, 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 risks related to an epidemic, pandemic or other health crisis, such as the COVID-19 pandemic, including the transmission of its highly contagious variants and sub-lineages, and the development and availability of vaccinations and other related treatments; the risk of increased competition for skilled workers due to wage pressure and changes in regulatory requirements; the departure of the Company’s key officers and personnel; the cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes; the risks associated with a decline in economic conditions generally; the adequacy and continued availability of the Company’s insurance policies and the Company’s ability to recover any losses it sustains under such policies; changes in accounting principles and interpretations; and the other risks and factors identified from time to time in the Company’s reports filed with the Securities and Exchange Commission (“SEC”), including those set forth under “Item 1A. Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 , which was2021 filed with the SEC on March 31, 2021April 15, 2022. Actual results may differ materially from those projected in such statements as a result of such risks, uncertainties and subsequent Quarterly Reportsother factors.
Critical Accounting Policies and Estimates

For a discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-Q.10-K for the fiscal year ended December 31, 2021. There have been no significant changes to our critical accounting policies since December 31, 2021.

Overview
The following discussion and analysis addresses (i) the Company’s results of operations for the three and nine months ended September 30, 20212022 and 2020,2021, and (ii) liquidity and capital resources of the Company, and should be read in conjunction with the Company’s consolidated financial statements contained elsewhere in this Quarterly Report on Form 10-Q and the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.Company.
The Company is one of the leading owner-operators of senior housing communities in the United States. The Company’s operating strategy is to provide value to its senior living residents by offering quality senior living services at reasonable prices, while achieving and sustaining a strong, competitive position within its geographically concentrated regions, as well as continuing to enhance the performance of its operations. The Company provides senior living services to the 75+ population, including independent living, assisted living, and memory care services at reasonable prices. Many of the Company’s communities offer a continuum of care to meet each resident’s needs as they change over time. This continuum of care, which integrates independent living, assisted living, and memory care which may be bridged by home care through independent home care agencies, sustains our residents’ autonomy and independence based on their physical and mental abilities.
As of September 30, 2021,2022, the Company operated 7276 senior housing communities in 18 states with an aggregate capacity of approximately 7,0008,000 residents, including 6062 owned senior housing communities that the Company owned and 1214 communities that the Company managedwe manage on behalf of third parties. As of September 30, 2021, the Company had 5 properties that the Company no longer operates that were in the process of transitioning legal ownership to Fannie Mae.

RECENT EVENTS AND TRANSACTIONS
Investment Agreement
On July 22, 2021, the Company entered into an investment agreement (the “Investment Agreement”) with Conversant Dallas Parkway (A) LP (“Investor A”) and Conversant Dallas Parkway (B) LP ("Investor B"), affiliates of Conversant Capital LLC (together with Investor A, the “Investors”), which was later amended, pursuant to which: (i) the Investors agreed to purchase from the Company, and the Company agreed to sell to the Investors, in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), 82,500 shares of newly designated Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) at a price per share equal to $1,000 (the “Private Placement”); and (ii) the Company intends to initiate a rights offering (the “Rights Offering”) to allow the holders of the outstanding shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), the right to purchase at $32 per share (the “Subscription Price”), a number of shares of Common Stock that would result in gross cash proceeds to the Company of approximately $70 million. In addition, the Investors agreed to partially backstop the Rights Offering up to $42.5 million through the purchase of additional shares of Series A Preferred Stock (the “Backstop Commitment” and together with the Private Placement and the Rights Offering, the “Transactions”), in each case on the terms described in the Investment Agreement.
The consummation of the transactions contemplated by the Investment Agreement was subject to stockholder approval and other customary closing conditions. On or after the closing date under the Investment Agreement, the Company may from time to time request additional investments from the Investors in shares of Series A Preferred Stock for future investment in accretive capital expenditures and acquisitions post-closing up to an aggregate amount equal to $25,000,000, subject to certain
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conditions. At the Closing, the Company and the Investors will enter into an Investor Rights Agreement, pursuant to which, among other things, the Investors will have the right to designate a number of directors to the Board of Directors, proportionate to its beneficial ownership of the Company.
Simultaneously with the entry into the Investment Agreement, the Company and the Investors entered into a $17.3 million secured promissory note (the "Promissory Note") to provide interim debt financing which matures in July 2022. In October 2021, subsequent to quarter end, the Promissory Note amount was later amended to $16.0 million and repaid upon closing of the transaction on November 3, 2021, See "Note 8- Notes Payable."
At the Closing, all outstanding performance-based stock based compensation including restricted shares will be converted at target award levels to time-based restricted stock awards that will vest on the applicable scheduled vesting dates or the relevant award termination date applicable to such performance shares.
Also in conjunction with the Conversant transaction, the Company has established a cash retention pool of $4.2 million in the aggregate pursuant to which cash retention awards will be paid to certain employees, including the Company's senior management team and certain field personnel. The Company also agreed in the retention agreements that following the Closing it will grant a total of 257,000 performance shares under the 2019 Plan to various individuals, subject to such individual’s continued employment through the grant date. An amendment to the 2019 Plan to increase the number of shares of common stock that the Company may issue under the plan was subject to shareholder approval.
On October 1, 2021, subsequent to quarter-end, the Company entered into an Amended and Restated Investment Agreement (the "Amended Investment Agreement") with Investor A and Investor B. All Company proposals received shareholder approval at the special meeting and the amended transaction closed on November 3, 2021 with the Company receiving gross proceeds from the transaction of $154.8 million. See "Note 14- Subsequent Events."
Corporate Name Change
On November 9, 2021, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to effect the previously announced change of the Company’s name to “Sonida Senior Living, Inc.” effective as of November 15, 2021 (the “Name Change”). In addition, the Company’s board of directors adopted an amendment to the Company’s Second Amended and Restated Bylaws to reflect the Company’s new legal name, effective as of November 15, 2021.
Following the effectiveness of the Name Change, the ticker symbol of the Company’s common stock on the New York Stock Exchange will change to “SNDA”. The CUSIP number for the Company’s common stock following the effectiveness of the Name Change will remain unchanged. See "Note 14- Subsequent Events."
COVID-19 Pandemic
The United States broadly continues to experience theCOVID-19 pandemic caused by COVID-19, which significantly disrupted the nation’s economy, the senior living industry and the Company’s business.business beginning in March 2020. The COVID-19 pandemic caused a decline in the occupancy levels at the Company’s communities, which has negatively impacted the Company’s revenues and operating results, whichthat depend significantly on such occupancy levels. In an effort to protect its residents and employees and slow the spread of COVID-19 and in response to quarantines, shelter-in-place orders and other limitations imposed by federal, state and local governments, the Company had previously restricted or limited access to its communities, including limitations on in-person prospective resident tours and, in certain cases, new resident admissions. As of September 30,2021,March 31, 2022, all of the Company's senior living communities were open for new resident move-ins.move-ins, and the Company has continued to make progress to rebuild occupancy lost during the COVID-19 pandemic. Although vaccines are now widely available, we cannot predict the duration of the pandemic or its ongoing impact on our business. If the COVID-19 pandemic worsens, including the transmission of highly contagious variants of the COVID-19 virus, the Company may have to impose or revert to restricted or limited access to its communities.
The COVID-19 pandemic has required the Company to incur significant additional operating costs and expenses in order to implement enhanced infection control protocols and otherwise care for its residents, including increased costs and expenses relating to supplies and personal protective equipment, testing of the Company’s residents and employees, labor and specialized disinfecting and cleaning services, which has increased the costs of caring for the residents and resulted inin reduced occupancy at such communities. During the three and nine monthsmonth periods ended September 30, 2022 and 2021, the Company incurred $0.4$0.1 million and $1.7$0.4 million, respectively, in direct costs related to the COVID-19 pandemic and duringpandemic. During the three and nine months ended September 30, 2020,2022 and 2021, the Company incurred $1.4$0.4 million and $4.6$1.7 million, respectively, in direct costs related to the COVID-19 pandemic.

In November 2020April 2022 and January 2021, the Company accepted $8.1$9.1 million and $8.7 million of cash, forrespectively, through grants from the Public Health and Social Services Emergency Fund’s (the “Provider Relief Fund”) Phase 2Phases 4 and 3 General Distribution,
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respectively, which was expanded by the CARES Act to provide grants or other funding mechanismsmechanism to eligible healthcare providers for healthcare
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related expenseshealthcare-related or lost revenues attributable to COVID-19. The $8.7 millionBoth the Phase 4 and Phase 3 Provider Relief Funds have beenwere recorded as other income in the nineperiods ended June 30, 2022 and 2021, respectively. No grants were received during the three months ended September 30, 2022 and September 30, 2021. The CARES Act Phase 2 and Phase 3 Provider Relief Funds are grants that do not havehave to be repaid provided the Company satisfieswe satisfy the terms andand conditions of the CARES Act. In addition, the Company had received approximately $1.9 million in relief from state agencies in the year ended December 31, 2020.  The Company has also applied for additional grants pursuant to the Provider Relief Fund’s Phase 4 General Distribution, for which the U.S. Department of Health and Human Services (“HHS”) allocated up to $25.5 billion provide additional funding to certain healthcare providers, including assisted living operators.Additional funding is available for providers operating in rural communities.
The Company has elected to utilize the CARES Act payroll tax deferral program to delay payment of a portion of its payroll taxes incurred from April 2020 through December 2020. One-halfThe Company repaid one-half of the deferral amount in December 2021 and the other half will become due on each of December 31, 2021 and December 31, 2022. At September 30, 2022 and December 31, 2021, the Company had $7.4$3.7 million in deferred payroll taxes, of which $3.7 million iswas included in accrued expenses, and the remaining $3.7 million is included in other long-term liabilities in the Company’s Consolidated Balance Sheets.expenses.
CARES Act Provider Relief Funds are subject to the terms and conditions of the program, including stringent restrictions that funds may only be used to reimburse COVID-19 related expenses or lost revenue that are attributable to COVID-19 and have not been reimbursed from other sources or that other sources are not obligated to reimburse.While we intend to pursue additional funding that may become available, there can be no assurances that we will qualify for, or receive, any additional relief funds in the future.
We cannot, at this time, predict with reasonable certainty the impacts that the COVID-19 pandemic will ultimately have on our business, results of operations, cash flow, and liquidity, and our preparation and response efforts may delay or negatively impact our strategic initiatives, including plans for future growth. The ultimate impact of the COVID-19 pandemic will depend on many factors, many of which cannot be foreseen, including: (i) the duration, severity and geographic concentrations of the COVID-19 pandemic and any resurgence, additional waves and highly contagious variants and strains of the disease; (ii) the impact of COVID-19 on the nation’s economy and debt and equity markets at large and the local economies in our markets; (iii) the development and availability of COVID-19 infection and antibody testing, therapeutic agents and vaccines, and the prioritization of such resources among businesses and demographic groups, including within the geographic areas in which the Company operates and derives material revenue; (iv) governmental financial and regulatory relief efforts that may become available to businesses and individuals; (v) concerns over, and the perceptions of, the safety of senior living communities during and after the pandemic; (vi) changes in demand for senior living communities and our ability to adapt our sales and marketing efforts to meet that demand; (vii) the impact of the COVID-19 pandemic on our residents’ and their families’ ability to afford our resident fees, including due to changes in unemployment rates, consumer confidence, and equity markets; (viii) changes in the acuity levels of our new residents; (ix) the disproportionate impact of the COVID-19 pandemic on seniors generally and those residing in our communities; (x) the duration and costs of our preparation and response efforts, including increased supplies, labor, litigation, and other expenses; (xi) the impact of the COVID-19 pandemic on our ability to (1) complete equity and debt financings, refinancings, or other transactions (including dispositions) and (2) generate sufficient cash flow to cover required interest payments and to satisfy financial and other covenants in our debt documents; (xii) increased regulatory requirements and enforcement actions resulting from the COVID-19 pandemic, including those that may limit our collection efforts for delinquent accounts; and (xiii) the frequency and magnitude of legal actions and liability claims that may arise due to the COVID-19 pandemic and our associated response efforts.
Going Concern and Management’s Plan
Accounting Standards Codification (“ASC”) 205-40, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” requires an evaluation of whether there are conditions or events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued. Initially, this evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt exists, management evaluates the mitigating effect of its plans to determine if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.
In complying with the requirements under ASC 205-40 to complete an evaluation without considering mitigating factors, the Company considered several conditions or events including (1) uncertainty around the continued impact of the COVID-19 pandemic on the Company’s operations and financial results, (2) $99.3 million of debt maturing in the next 12 months, which includes $31.5 million due in December 2021, $36.7 million due in the second quarter of fiscal 2022 $16.0 million Promissory Note, as amended, due to Conversant in July 2022 and $15.1 million of debt service payments, (3) the Company's working capital deficiency and (4) non-compliance with certain financial covenants of its loan agreements with Fifth Third Bank covering two properties at September 30, 2021, June 30, 2021, March 31, 2021, December 31, 2020 and September 30, 2020.
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The above conditions raise substantial doubt about the Company’s ability to continue as a going concern for the 12-month period following the date its interim September 30, 2021 financial statements are issued.
As discussed below, the Company has implemented plans, including strategic and cash-preservation initiatives designed to provide the Company with adequate liquidity to meet its obligations for at least the twelve-month period following the date its interim September 30, 2021 financial statements are issued. The Company’s primary sources of near- and medium-term liquidity are expected to be the Amended Investment Agreement and common stock rights offering and debt refinancings or extensions, to the extent available on acceptable terms.
Strategic and Cash Preservation Initiatives
The Company has taken or intends to take the following actions, among others, to improve its liquidity position and to address uncertainty about its ability to operate as a going concern:
•As discussed in "Note 2- Recent Events and Transactions" and "Note 14- Subsequent Events," the Company entered into the Amended Investment Agreement with Investor A and Investor B in October 2021. Under the terms of the Amended Investment Agreement and related rights offering, the Company raised gross proceeds of $154.8 million, a portion of which will repay the Promissory Note and fund working capital needs and accretive growth projects. The transaction closed on November 3, 2021, subsequent to quarter end, and resulted in net proceeds to the Company of $128.5 million after repaying the $16.0 million Promissory Note and paying customary transaction and closing costs.
•In August 2021, the Company executed a one year extension of the Company's $40.5 million loan with BBVA covering three of the Company's properties, with an option to extend an additional six months. The loan agreement extension includes a waiver for non-compliance with certain financial ratios on December 31, 2020, and eliminates the compliance requirements for minimum financial ratios.The extension requires principal payments totaling $5.3 million which will be paid in installments over the term of the extension.
•The Company is in discussions with potential lenders to refinance debt maturing in the next 12 months including $36.7 million due in the second quarter of fiscal 2022.
•The Company is in discussions with Fifth Third Bank to resolve its noncompliance with financial covenants at September 30, 2021, June 30, 2021, March 31, 2021, December 31, 2020 and September 30, 2020 for debt totaling $31.5 million at September 30, 2021, included in current portion of notes payable, net of deferred loan costs on the Consolidated Balance Sheets. As a result of these defaults, in May 2021, Fifth Third Bank issued a notice of default letter and the Fifth Third bridge loan is callable. In the event that this loan is accelerated there is 25% recourse to Capital Senior Living Corporation. In November 2021, subsequent to quarter end, the Company gave Fifth Third Bank the Company’s 30 day notice of its intention to repay the outstanding $31.5 million bridge loan. See "Note 14- Subsequent Events."
•In July 2020, the Company initiated a process that is intended to transfer the operations and ownership of 18 communities that were either underperforming or were in underperforming loan pools to Fannie Mae, the holder of nonrecourse debt on such communities. When legal ownership of the properties transfers to Fannie Mae or its designees and the liabilities relating to such communities are extinguished, the Company expects to recognize a gain related to the extinguishment in accordance with ASC 470, “Debt.” During the three and nine months ended September 30, 2021, Fannie Mae completed the transition of legal ownership of four and thirteen of the Company's properties, respectively, and the Company recorded a gain on extinguishment of debt of $54.1 million and $168.3 million, respectively. At September 30, 2021, the Company included $62.0 million in outstanding debt in the current portion of notes payable, net of deferred loan costs, and $4.6 million of accrued interest in accrued expenses on the Company’s Consolidated Balance Sheets related to these properties. 
The Company’s plans are designed to provide the Company with adequate liquidity to meet its obligations for at least the 12 month period following the date its interim September 30, 2021 financial statements are filed. Management concluded that it is probable that the remediation plan will mitigate the relevant conditions or events that raise substantial doubt about the Company's ability to continue as a going concern for at least the 12 month period following the date its interim September 30, 2021 financial statements are filed.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets and the satisfaction of liabilities in the normal course of business for the 12-month period following the date the financial statements are issued. As such, the accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets and
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their carrying amounts, or the amount and classification of liabilities that may result should the Company be unable to continue as a going concern.

Significant Financial and Operational Highlights
Operations
ConsolidatedWeighted average financial occupancy for the third quarters of fiscalthree months ended September 30, 2022 and 2021 and 2020for the 60 communities owned by the Company during both periods was 81.0%83.7% and 76.1%81.0%, respectively, reflecting continued recovery from the challenged occupancy during the onset of the COVID-19 pandemic. Consolidatedrecovery. The average monthly rental rate was higher by 330 basis points when comparing the third quarter of fiscal 2021 to the third quarter of fiscal 2020 as a result of lower promotional concessions in the third quarter of 2021 versus higher concessions provided during third quarter of 2020 as a result of the challenged market during the COVID-19 pandemic.
Duringfor these communities for the three months ended September 30, 2022 was higher by 290 basis points when compared to the three months ended September 30, 2021.
Weighted average occupancy for the nine months ended September 30, 2022 and 2021 for the 60 communities owned by the Company during both periods was deeply83.1% and 78.2%, respectively, reflecting continued occupancy recovery. The average monthly rental rate for these communities for the nine months ended September 30, 2022 was higher by 340 basis points when compared to the nine months ended September 30, 2021.

During the three and nine months ended September 30, 2022, the Company continued to be impacted by the senior living industry's COVID-19 pandemic related workforce challenges as enhanced unemployment benefits available addedrelated to limited staff availability, which required the pre-pandemic labor shortages. As a result, the Company had increased expenses foruse of overtime, shift bonuses and contract labor in an effort to properly support our senior living communities and residents.
During the third quarter of 2021,
2022 Mortgage Refinance
In March 2022, the Company completed the transitionrefinancing of certain existing mortgage debt (“Refinance Facility”) for ten of its communities. The Refinance Facility includes an initial term loan of $80 million. In addition, $10 million is available as delayed loans that can be borrowed upon achieving and maintaining certain financial covenant requirements and up to an additional uncommitted $40 million may be available to fund future growth initiatives. In addition, the Company provided a limited payment guaranty (“Limited Payment Guaranty”) of 33%, that reduces to 25% and then to 10%, of the legal ownershipthen outstanding balance of fourthe Refinance Facility if the Company achieves certain financial covenants maintained over the life of itsthe loan. As defined and required in the Limited Payment Guaranty, the Company is required to maintain certain covenants including maintaining Tangible Net Worth of $150 million and Liquid Assets of at least $13 million, which is inclusive of a $1.5 million debt service reserve provided by the Company at the closing of the Refinance Facility. The debt services reserve may be released upon terms described in the Loan Agreement and is included in restricted cash.
The Refinance Facility also requires the financial performance of the ten communities to Fannie Mae,meet certain financial covenants, including a minimum debt service coverage ratio and a minimum debt yield (as defined in the holderLoan Agreement) with a first measurement date as of the non-recourse debt related to such properties,June 30, 2022 and recognized a gain on the extinguishment of debt and de-recognition of liabilities of those properties of $54.1 million.
Early Termination of Master Lease Agreements
quarterly measurement dates thereafter. As of December 31, 2020,September 30, 2022, the Company had exited allwas in compliance with such financial covenants. We can provide no assurance that financial covenants will be met in the future.
The Refinance Facility carries an initial interest rate of its master lease agreements.
Asone-month SOFR plus 3.50%, subject to a SOFR floor of December 31, 2019,0.25% and a lower margin spread of 3.25% or 3.00% if the Company leased 46 senior housing communities fromachieves and maintains certain REITs.financial covenants. The Company transitioned one community to a different operator effective January 15, 2020. During the first quarter of 2020,Refinancing Facility requires that the Company entered into agreements that restructured or terminated certain of its master lease agreements with each of its landlords as further described below. The Company was not subject to any master lease agreementspurchase and maintain an interest rate cap facility during the nine months ended September 30, 2021.
Ventas
As of December 31, 2019, the Company leased seven senior housing communities from Ventas Inc. ("Ventas").  The term of the Company's master lease agreement with Ventas (the "Ventas Master Lease Agreement") was scheduled to expire on September 30, 2025.  On March 10, 2020,Refinancing Facility. The Company is in process of obtaining the Company entered into an agreement with Ventas (as amended, the “Ventas Agreement”), providing for the early termination of the Ventas Master Lease Agreement covering all seven communities. Pursuant to the Ventas Agreement, among other things, from February 1, 2020 through December 31, 2020, the Company agreed to pay Ventas rent of approximately $1.0 million per month for such communities as compared to approximately $1.3 million per month that would otherwise have been due and payable under the Ventas Master Lease Agreement.  In addition, the Ventas Agreement provided that the Company would not be required to comply with certain financial covenants of the Ventas Master Lease Agreement during the forbearance period, which terminated on December 31, 2020.  In conjunctioninterest rate cap facility in compliance with the Ventas Agreement, the Company released to Ventas $4.1 million in security deposits and $2.5 million in escrow deposits held by Ventas, and Ventas reduced the amounts and term of the Company’s lease payments, and effectively eliminated the Company’s lease termination obligation, which was $11.4 million at December 31, 2019.  The Master Lease Agreement terminated on December 31, 2020.
In accordance with ASC Topic 842, the reduction in the monthly minimum rent payable to Ventas and modification of the lease term pursuant to the Ventas Agreement was determined to be a modification of the Ventas Master Lease Agreement.  As such, the Company reassessed the classification of the Ventas Master Lease Agreement based on the modified terms and determined that the lease continued to be classified as an operating lease until the communities transitioned to a different operator or management agreement, at which time the lease would terminate. The modification resulted in a reduction to the lease termination obligation, lease liability and operating lease right-of-use asset recorded in theCompany's Consolidated Balance Sheets by approximately $11.4 million, $51.6 million, and $47.8 million, respectively, during the first quarter of 2020.  The Company recognized a net gain of approximately $8.4 million on the transaction, which is included in gain on facility lease modification and termination, net on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020, and was primarily due to the impact of the change in lease term on certain of the right-of-use asset balances.  As a result of the modification to the Ventas Master Lease Agreement, the Company assessed the operating lease right-of-use assets for impairment during the first quarter of 2020.  See “Note 6- Impairment of Long-Lived Assets.”
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Under the terms of the Ventas Agreement, on December 31, 2020, Ventas elected to enter into a property management agreement with the Company as manager of the seven properties for a management fee based on gross revenues of the applicable community payable to the Company and other customary terms and conditions. As a result of these transactions, the Company had no remaining lease agreements with Ventas on January 1, 2021. At September 30, 2021, the Company managed these seven communities on behalf of Ventas.
Welltower
As of December 31, 2019, the Company leased 24 senior housing communities from Welltower Inc. ("Welltower"). The initial terms of the Welltower master lease agreements (the "Welltower Master Lease Agreements") were scheduled to expire on various dates from April 2025 through April 2026. On March 15, 2020, the Company entered into an agreement with Welltower (the “Welltower Agreement”), providing for the early termination of three Welltower Master Lease Agreements between it and Welltower covering all 24 communities.  Pursuant to the Welltower Agreement, among other things, from February 1, 2020 through December 31, 2020, the Company agreed to pay Welltower rent of approximately $2.2 million per month for such communities as compared to approximately $2.8 million per month that would otherwise have been due and payable under the Welltower Master Lease Agreements. In addition, the Welltower Agreement provided that the Company would not be required to comply with certain financial covenants of the Welltower Master Lease Agreements during the forbearance period, which terminated on December 31, 2020. In conjunction with the Welltower Agreement, the Company agreed to release $6.5 million in letters of credit to Welltower, which were released in the second quarter of fiscal 2020. The Welltower Master Lease Agreements terminated on December 31, 2020. Upon termination, Welltower elected to enter into a property management agreement with the Company as manager for the remaining properties that had not been transitioned to other operators.
In accordance with ASC Topic 842, the reduction in the monthly minimum rent payable to Welltower under the then- existing Welltower Master Lease Agreements and modification to the lease term pursuant to the Welltower Agreement was determined to be a modification of the Welltower Master Lease Agreements.  As such, the Company reassessed the classification of the Welltower Master Lease Agreements based on the modified terms and determined that the each of the leases continued to be classified as an operating lease until the applicable communities transitioned to a different operator or management agreement, at which time such lease would terminate.  The modification resulted in a reduction to the lease liability and operating lease right-of-use asset recorded in theCompany'sConsolidatedBalanceSheets byapproximately $129.9 million, and $121.9 million, respectively,during the first quarter of 2020.  The Companyrecognized a gain ofapproximately $8.0 million on the transaction, which is included in gain on facility lease modification and termination, net on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020. As a result of the lease modification, the Company assessed the operating lease right-of-use assets for impairment during the first quarter of 2020.  See “Note 6- Impairment of Long-Lived Assets.”
Under the terms of the Welltower Agreement, on December 31, 2020, Welltower elected to enter into a property management agreement with the Company as manager of the remaining properties that had not been transitioned to other operators for a management fee based on gross revenues of the applicable community payable to the Company and other customary terms and conditions. At September 30, 2021, the Company managed four communities on behalf of Welltower.
Healthpeak
On March 1, 2020, the Company entered into an agreement (the "Healthpeak Agreement”) with Healthpeak Properties, Inc. ("Healthpeak"), effective February 1, 2020, providing for the early termination of one of its Master Lease Agreements with Healthpeak (the "Healthpeak Master Lease Agreements"), which was previously scheduled to mature in April 2026. The Healthpeak Master Lease Agreement terminated and was converted into a management agreement under a structure permitted under the REIT Investment Diversification and Empowerment Act of 2007, pursuant to which the Company agreed to manage the six communities that were subject to the Healthpeak Master Lease Agreement until such communities are sold by Healthpeak.  Pursuant to the Management Agreement, the Company receives a management fee equal of gross revenues realized at the applicable senior living communities plus reimbursement for its direct costs and expenses related to such communities.  In conjunction with the Healthpeak Agreement, the Company released to Healthpeak approximately $2.6 million of security deposits held by Healthpeak. The Company recognized a net loss of $7.0 million on the transaction, which is included in gain on facility lease modification and termination, net on the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the nine months ended September 30, 2020. In January 2021, Healthpeak sold the six properties and terminated all agreements with the Company related to those six properties.

lender’s requirement.

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On May 20 2020, the Company entered into an additional agreement with Healthpeak, effective April 1, 2020 until the end of the lease term. Pursuant to such agreement, the Company began paying Healthpeak rent of approximately $0.7 million per month for eight senior housing communities subject to a Master Lease Agreement with Healthpeak in lieu of approximately $0.9 million of monthly rent due and payable under the Master Lease Agreement covering such communities. The rents paid to Healthpeak represent approximately 75% of their scheduled rates, with the remaining rent being subject to payment by the Company pursuant to a three-year note payable with final payment including accrued interest from November 1, 2021, to be made on or before November 1, 2023. Given that the total minimum lease payments and the lease term remain unchanged, the Company has elected not to evaluate the deferral as a rent concession and will not account for the deferral as a modification to the existing lease agreement. The Company concluded the concessions provided to the Company were not contemplated by the existing lease. The Company accounted for the concession in the form of a deferral as if the lease terms were unchanged. Accordingly, once interest begins to accrue on the deferral amount, the Company will record interest expense and accrued interest payable on the portion of the deferral amount that has yet to be paid on a monthly basis until such interest payments become due. At September 30, 2021, the Company had deferred $2.1 million in rent payments, which is included in notes payable, net of deferred loan costs and current portion on the Company’s Consolidated Balance Sheets.
In November 2020, upon the expiration of the other Master Lease Agreement with Healthpeak, the Company entered into a short-term excess cash flow lease amendment pursuant to which the Company agreed to manage the seven communities that were then subject to the other Master Lease Agreement until the earlier of such time that the communities are sold by Healthpeak or until April 30, 2021. Pursuant to such agreement, the Company began paying Healthpeak monthly rent of any excess cash flow of the communities and earning a management fee for management of the seven communities.
In April 2021, the Company executed an agreement with Healthpeak to amend and extend its existing agreement for the remaining three properties managed by the Company on behalf of Healthpeak. In addition to a management fee based on a percentage of revenue, the Company will receive a monthly flat fee for three months with such fee increasing thereafter until such properties are sold or December 31, 2021, whichever is earlier. On September 30, 2021, Healthpeak sold the three remaining properties and terminated all agreements with the Company related to those three properties.
Website
The Company’s Internet website, www.capitalsenior.com, contains an Investor Relations section, which provides links to the Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, and Section 16 filings and any amendments to those reports and filings. These reports and filings are available free of charge through the Company’s Internet website as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC.
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Results of Operations
The following table sets forthThree months ended September 30, 2022 as compared to three months ended September 30, 2021

Revenues
Resident revenue for the periods indicated selected Consolidated Statementsthree months ended September 30, 2022 was $52.5 million as compared to $49.0 million for the three months ended September 30, 2021,an increase of Operations$3.5 million, or 7.2%. The increase in revenue was primarily due to increased occupancy, increased average rent rates, and Comprehensive Income (Loss) datathe acquisition of two new communities in thousands of dollars and expressedearly 2022.
Management fee revenue for the three months ended September 30, 2022 decreased by $0.4 million as a percentage of total revenues:
Three months ended September 30,Nine Months Ended September 30,
2021202020212020
$%$%$%$%
Revenues:
Resident revenue$48,968 84.5 $85,894 89.4 $140,819 79.5 $290,952 95.8 
Management fees1,029 1.8 604 0.6 2,978 1.7 819 0.3 
Community reimbursement revenue7,927 13.7 9,555 10.0 33,317 18.8 11,888 3.9 
Total revenues57,924 100.0 96,053 100.0 177,114 100.0 303,659 100.0 
Expenses:       
Operating expenses (exclusive of facility lease expense and depreciation and amortization expense shown below)40,668 70.2 65,165 67.8 114,994 64.9 211,874 69.8 
General and administrative expenses6,887 11.9 8,128 8.5 22,913 12.9 21,036 6.9 
Facility lease expense— — 5,926 6.2 — — 23,234 7.7 
Stock-based compensation expense586 1.0 421 0.4 1,269 0.7 1,494 0.5 
Depreciation and amortization expense9,503 16.4 15,547 16.2 27,811 15.7 47,584 15.7 
Long-lived asset impairment— — 3,240 3.4 — — 39,194 12.9 
Community reimbursement expense7,927 13.7 9,555 9.9 33,317 18.8 11,888 3.9 
Total expenses65,571 113.2 107,982 112.4 200,304 113.1 356,304 117.3 
Other income (expense):       
Interest income— — 14 — 5 — 83 — 
Interest expense(9,701)(16.7)(11,141)(11.6)(28,574)(16.1)(34,044)(11.2)
Gain on facility lease modification and termination, net— — (753)(0.8)— — 10,487 3.5 
Gain on extinguishment of debt54,080 93.4 — — 168,292 95.0 — — 
Loss on disposition of assets, net(15)— (191,032)(198.9)(436)(0.2)(198,388)(65.3)
Other income— — 9 — 8,703 4.9 2 — 
Income (loss) from continuing operations before provision for income taxes36,717 63.5 (214,832)(223.7)124,800 70.5 (274,505)(90.3)
Provision for income taxes(207)(0.4)(132)(0.1)(368)(0.2)(393)(0.1)
Net income (loss)$36,510 63.1 $(214,964)(223.8)$124,432 70.3 $(274,898)(90.4)
Three Months Endedcompared to the three months ended September 30, 2021, Compared toprimarily as a result of managing fewer communities in 2022.
Managed community reimbursement revenue for the Three Months Endedthree months ended September 30, 2020
Revenues.
When comparing the third quarter of fiscal 2021 to the third quarter of fiscal 2020, the Company generated resident revenue of approximately $49.02022 was $7.7 million as compared to resident revenue of approximately $85.9$7.9 million, respectively, for the three months ended September 30, 2021, representing a decrease of approximately $36.9$0.2 million. The decrease was primarily a result of transitioning five Fannie Mae communities to other operators during the three-month period ended September 30, 2021.

Expenses
Operating expenses for the three months ended September 30, 2022 were $43.1 million as compared to $40.7 million for the three months ended September 30, 2021, an increase of $2.4 million or 43%5.9%. The decrease in revenue was generated by significant property dispositions throughout 2020, including: (1) the sale of one owned property which transitioned to a management agreement with the buyer; (2) the transition of 39 leased communities to different operators in conjunction with the Company exiting its master lease agreements; and (3) the process of transferring legal ownership of 18 communities to Fannie Mae, the holder of nonrecourse debt related to such communities on August 1, 2020.
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Management fee revenue increased by $0.4 million, which was due to the Company’s management of 15 communities during the third quarter of 2021 versus management of six communities for the entire third quarter of 2020 and 18 communities for a portion of the third quarter of 2021. Community reimbursement revenue declined $1.6 million compared to the prior year quarter.
Expenses.
Total expenses were $65.6 million in the third quarter of fiscal 2021 compared to $108.0 million in the third quarter of fiscal 2020, representing a decrease of $42.4 million, or 39%. This decrease is primarily the result of a $24.5 million decrease in operating expenses, a $5.9 million decrease in facility lease expenses, a $6.0 million decrease in depreciation expense, $3.2 million decrease in non-cash impairment charges, a $1.6 million decrease in community reimbursement expense and a $1.2 million increase in general and administrative expenses.  
•The quarter-over-quarter decrease in operating expenses of $24.5 million is primarily due to a $16.7$2.6 million decreaseincrease in labor and employee-related expenses, a $1.9$0.4 million decreaseincrease in utility costs, and a $0.3 million increase in food expense, a $1.9expenses, partially offset by the $1.0 million decreaseenergy provider settlement from winter storm Uri expensed in utilities, and a $4.0 million decrease in all other operating expenses, all of which were primarily due to the disposition of communities in the third quarter of 2020.Q3 2021.
•The decrease in generalGeneral and administrative expenses for the three months ended September 30, 2022 were $5.9 million as compared to $7.5 million for the three months ended September 30, 2021, representing a decrease of $1.2 million$1.6 million. This decrease is primarily due to a $0.8 million reduction in transaction costs related to lease amendments and terminations in the third quarter of the prior year, a decrease of $0.7 million in employee benefits and health insurance claims, $0.4 million in placement and separation expenses, $0.3 million in fees, and $0.3 million in contract labor and consulting expenses, which was partially offset by an increase of approximately $0.7 million labor related expenses and $0.6 million in insurance and other expenses.
•The $5.9$1.2 million decrease in facility leasestock-based compensation expense is attributablefrom prior year due to the termination of all of the Company's master lease agreements during fiscal 2020.
•The $6.0forfeiture credits in connection with executive personnel changes in September 2022, and a $0.4 million net decrease in depreciation and amortization expense primarily results from a decrease in depreciable assets at the Company’s communities resulting from the disposition of communities since the first quarter of 2020.recurring corporate expenses.
•During the third quarter of 2020, the Company recorded $3.2 million of non-cash impairment charges with no comparable charges in third quarter of 2021.
•The $1.6 million decrease inManaged community reimbursement expense includes reimbursements due fromfor the owners of the communities for which the Company began providing management services on March 1, 2020 for six communities and on August 1, 2020 for 18 communities, compared to providing management services to 15 communities during the third quarter of 2021.
Other income and expense.
•Interest income generally reflects interest earned on the investment of cash balances and escrowed funds or interest associated with certain income tax refunds or property tax settlements.
•Interest expense decreased in the third quarter of fiscal 2021 when compared to the third quarter of fiscal 2020 primarily due to the (i) early repayment of mortgage debt associated with the sale of one community in the fourth quarter of 2020 and (ii) completion of the transition of the ownership of thirteen communities to Fannie Mae in the ninethree months ended September 30, 2022 was $7.7 million as compared to $7.9 million for the three months ended September 30, 2021, representing a decrease of $0.2 million. The decrease was primarily a result of transitioning of five Fannie Mae communities to other operators during the three-month period ended September 30, 2021.
•The gainInterest expense for the three months ended September 30, 2022 was $8.2 million as compared to $9.7 million for the three months ended September 30, 2021, representing a decrease of $1.5 million due to lower overall borrowings in 2022, partially offset by increased interest rates associated with the Company’s variable rate mortgages.
Gain on extinguishment of debt of $54.1was $54.1 million relates for the three months ended September 30, 2021. The 2021 gain related to the de-recognitionderecognition of notes payable and liabilities as a result of the completion of the transition of the legal ownership of four of the Company'sfive communities back to Fannie Mae, the holder of the related non-recourse debt related to such properties, during the threedebt.

Results of Operations
Nine months ended September 30, 2021.2022 as compared to nine months ended September 30, 2021

Provision for income taxes.Revenues
Provision for income taxesResident revenue for the threenine months ended September 30, 2022 was $155.3 million as compared to $140.8 million for the nine months ended September 30, 2021,an increase of $14.5 million, or 10.3%. The increase in revenue was primarily due to increased occupancy, increased average rent rates, and the acquisition of two new communities in early 2022.
Management fee revenue for the nine months ended September 30, 2022 decreased by $1.2 million as compared to the nine months ended September 30, 2021, was $0.2 million, or 0.6%primarily as a result of net income before income taxes, compared to a provision for income taxes of $0.1 million, or 0.1% of loss before income taxes,managing fewer communities in 2022.
Managed community reimbursement revenue for the threenine months ended September 30, 2020. The effective tax rates2022 was $21.8 million as compared to $33.3 million for the third quarters of fiscal 2021 and 2020 differ from the statutory tax rates due to state income taxes, permanent tax differences, and changes in the deferred tax asset valuation allowance. The Company is impacted by the Texas Margin Tax, which effectively imposes tax on modified gross revenues for communities within the State of Texas. The Company consolidated 16 and 38 Texas communities atnine months ended September 30, 2021, and 2020, respectively, which contributesa decrease of $11.5 million. The decrease was primarily a result of transitioning of 14 Fannie Mae communities to other operators during the overall provision for income taxes. Management regularly evaluates the futurenine-month period ended September 30, 2021.

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realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such evaluation. As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies, and future expectations of income. At year end, the Company had a three-year cumulative operating loss for its U.S. operations and accordingly, has provided a full valuation allowance on its net deferred tax assets. The valuation allowance reduces the Company’s net deferred tax assets to the amount that is “more likely than not” (i.e., a greater than 50% likelihood) to be realized.
Net income (loss) and comprehensive income (loss).Expenses
As a result of the foregoing factors, the Company reported net income and comprehensive income of $36.5 millionOperating expenses for the three months ended September 30, 2021, compared to net loss and comprehensive loss of $215.0 million for the three months ended September 30, 2020.
Nine Months Ended September 30, 2021 Compared to the Nine Months Ended September 30, 2020
Revenues.
When comparing the nine month period ended September 30, 2021 to the nine month period ended September 30, 2020, the Company generated resident revenue of approximately $140.8 million compared to resident revenue of approximately$291.0 million, respectively, representing a decrease of approximately $150.1 million, or 52%.  The decrease in revenue was generated by significant property dispositions throughout 2020, including: (1) the sale of two owned properties, one of which transitioned to a management agreement with the buyer; (2) the transition of 39 leased communities to different operators in conjunction with the Company exiting its master lease agreements; and (3) the process of transferring legal ownership of 18 communities to Fannie Mae, the holder of nonrecourse debt related to such communities on August 1, 2020. Together, these actions accounted for a decrease in revenue of approximately $110.6 million. The remaining decrease was primarily due to a decrease in total occupancies at the Company’s remaining senior housing communities and reductions in average monthly rent. The decrease in the total occupancy was primarily due to reduced move-in activity related to the COVID-19 pandemic and our response efforts.
The decrease in resident revenue was partially offset by an increase in management fees and community reimbursement revenue of $2.2 million and $21.4 million, respectively, which were due to the Company’s management of 12 communities during the first nine months of 2021 versus management of six communities for the entire third quarter of 2020 and 18 communities for a portion of the third quarter of 2020.
Expenses.
Total expenses were $200.3 million for the first nine months of fiscal 2021 compared to $356.3 million for the first nine months of fiscal 2020, representing a decrease of $156.0 million, or 44%. This decrease is primarily the result of a $96.9 million decrease in operating expenses, a $23.2 million decrease in facility lease expenses, a $19.8 million decrease in depreciation expense, and a $39.2 million decrease in non-cash impairment charges, partially offset by a $21.4 million increase in community reimbursement expense and a $1.9 million increase in general and administrative expenses.  
•The year-over-year decrease in operating expenses of $96.9 million is primarily due to a $64.8 million decrease in labor and employee-related expenses, a $7.7 million decrease in food expense, $7.1 million decrease in utilities, and a $17.3 million decrease in all other operating expenses, all of which were primarily due to the disposition of communities since the first quarter of 2020.
•The increase in general and administrative expenses of $1.9 million is primarily due to a $4.0 million higher employee benefits and health insurance claims, $1.5 million in insurance and other expenses and $0.5 million in contract labor and consulting expenses, which were partially offset by reductions of approximately $2.8 million in transaction costs incurred in the first nine months of 2020 and which were related to the lease amendments and terminations in the prior year, $0.8 million in total fees and $0.5 million in placement and separation expenses.
•The $23.2 million decrease in facility lease expense is attributable to the termination of all of the Company's Master Lease Agreements during fiscal 2020.
•The $19.8 million decrease in depreciation and amortization expense primarily results from a decrease in depreciable assets at the Company’s communities resulting from the disposition of communities since the first quarter of 2020.
•During the first nine months of 2020, the Company recorded $39.2 million of non-cash impairment charges with no comparable charges in the first nine months of 2021.
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•The $21.4 million increase in community reimbursement expense includes reimbursements due from the owners of the communities for which the Company began providing management services on March 1, 2020 for 6 communities for the entire first nine months of 2020 and 18 communities for a portion of the first nine months of 2020, compared to providing management services to 15 communities during the nine months ended September 30, 2021.
Other income and expense.
•Interest income generally reflects interest earned on2022 were $126.6 million as compared to $115.0 million for the investment of cash balances and escrowed funds or interest associated with certain income tax refunds or property tax settlements.
•Interest expense decreased in the first nine months ended September 30, 2021, an increase of fiscal 2021 when compared to the first nine months of fiscal 2020$11.6 million or 10.1%. The increase is primarily due to a $9.2 million increase in labor and employee-related expenses including premium labor, a $1.0 million increase in food costs, and a $1.4 million increase in other operating expenses.
General and administrative expenses for the early repaymentnine months ended September 30, 2022 were $23.6 million as compared to $24.2 million for the nine months ended September 30, 2021, a decrease of mortgage debt$0.6 million. This decrease is primarily due to a $2.2 million decrease in bonuses and a $1.9 million decrease in payroll and employee-related expenses, partially offset by a $2.2 million increase in stock-based compensation expense and a $1.3 million increase in other expenses.
Managed community reimbursement expense for the nine months ended September 30, 2022 was $21.8 million as compared to $33.3 million for the nine months ended September 30, 2021, a decrease of $11.5 million. The decrease was primarily a result of transitioning 14 Fannie Mae communities to other operators during the nine-month period ended September 30, 2021.
Interest expense for the nine months ended September 30, 2022 was $23.7 million as compared to $28.6 million for the nine months ended September 30, 2021, a decrease of $4.9 million, primarily due to lower overall borrowings in 2022, partially offset by increased interest rates associated with the saleCompany’s variable rate mortgages.
Loss on extinguishment of one community indebt for the fourth quarter of 2020 and the completion of the transition of the ownership of nine communities to Fannie Mae in the first nine months of 2021.
•Theended September 30, 2022 was $0.6 million as compared to a gain on extinguishment of debt of $168.3 million for the nine months ended September 30, 2021, a decrease of $168.9 million. The 2022 loss relates to the de-recognitionrefinancing of debt in Q1 2022. The 2021 gain related to the derecognition of notes payable and liabilities as a result of the completion of the transition of the legal ownershipownership of thirteen of the Company's communities backfourteen communities to Fannie Mae, the holder of the related non-recourse debt related to such properties.debt.
•Other income offor the nine months ended September 30, 2022 and for the nine months ended September 30, 2021 was $8.7 million is the. Both current year and prior year periods include cash received for the Phase 3 General Distribution of the CARES Act funding for healthcare relatedhealthcare-related expenses or lost revenues attributable to COVID-19.
Provision


Cash Flow Analysis
Nine months ended September 30, 2022 as compared to nine months ended September 30, 2021

Operating activities
Net cash provided by operating activities for income taxes.the nine months ended September 30, 2022 was $2.9 million as compared to net cash used in operating activities of $7.2 million for the nine months ended September 30, 2021, an increase of $10.1 million primarily due to the timing of settlements of our receivables, current assets, and payables, as well as improved operations.
ProvisionInvesting activities
Net cash used in investing activities for income taxesthe nine months ended September 30, 2022 was $30.7 million as compared to $7.1 million for the nine months ended September 30, 2021primarily due to increase in ongoing capital improvements and renovation projects at existing communities totaling $18.3 million, and the acquisition of two new communities in Q1 2022 for $12.3 million.
Financing activities
Net cash used in financing activities for the nine months ended September 30, 2022 was $24.3 million and primarily results from repayments of notes payable and deferred financing costs paid, net of proceeds from notes payable, of $20.7 million, related to our 2022 debt refinancing and $3.0 million of dividends paid to Series A Preferred Stockholders. The net cash provided by financing activities for the nine months ended September 30, 2021 was $0.4$6.6 million or 0.3%and primarily results from proceeds from notes payable, net of net income before income taxes, compared to a provision for income taxes of $0.4 million, or 0.1% of loss before income taxes, for the nine months ended September 30, 2020. The effective tax rates for the first nine months of fiscal 2021 and 2020 differ from the statutory tax rates due to state income taxes, permanent tax differences, and changes in the deferred tax asset valuation allowance. The Company is impacted by the Texas Margin Tax, which effectively imposes tax on modified gross revenues for communities within the State of Texas. The Company consolidated 16 and 38 Texas communities at September 30, 2021 and 2020, respectively, which contributes to the overall provision for income taxes. Management regularly evaluates the future realization of deferred tax assets and provides a valuation allowance, if considered necessary, based on such evaluation. As part of the evaluation, management has evaluated taxable income in carryback years, future reversals of taxable temporary differences, feasible tax planning strategies, and future expectations of income. At year end, the Company had a three-year cumulative operating loss for its U.S. operations and accordingly, has provided a full valuation allowance on its net deferred tax assets. The valuation allowance reduces the Company’s net deferred tax assets to the amount that is “more likely than not” (i.e., a greater than 50% likelihood) to be realized.repayments.
Net income (loss) and comprehensive income (loss).
As a result of the foregoing factors, the Company reported net income and comprehensive income of $124.4 million for the nine months ended September 30, 2021, compared to net loss and comprehensive loss of $274.9 million for the nine months ended September 30, 2020.
Liquidity and Capital Resources
Short-term liquidity
In addition to approximatelyOur primary source of short-term liquidity is our cash and cash equivalents and results from operations. As of September 30, 2022, we had $10.727.0 million of unrestricted cash balances on hand asand cash equivalents excluding our restricted cash balance of September 30, 2021,$13.8 million. Due to the Company’s principal sourcescontinued effects of liquidity are expectedthe COVID-19 pandemic, our operations have not yet returned to 2019, pre-pandemic levels. We currently anticipate cash flow from operations will continue to be net proceeds of $128.5 million from the Amended Investment Agreement and related rights offering in November 2021, additional proceeds from debt refinancings, and/or proceeds from the sale of owned assets. The Company has implemented plans, which includes raising capital, and other strategic and cash-preservation initiatives, all of which are designed to provide the Company with adequate liquidity to meet its obligationsimpacted for at least the twelve-month period followingnear-term. Our known liquidity requirements
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primarily consist of funds necessary to pay for operating expenses related to our communities and other expenditures, including general and administrative expenses, interest and scheduled principal payments on our debt and dividends on our convertible preferred stock.
The Refinancing Facility we entered into in March 2022 contains financial covenants that were effective beginning June 30, 2022 and quarterly thereafter. As of September 30, 2022, the date its financial statements are issued. See “Going Concern and Management’s Plan.”  The Company’s long-term capital requirements are andCompany was in compliance with such covenants. There is no assurance that the Company will be dependent on, among other factors, its abilityable to accessmeet any financial covenant requirements in the future. One of these financial covenants is that we are required to maintain cash and cash equivalents of no less than $13 million, inclusive of a $1.5 million lender service reserve, which is included in “restricted cash”. In connection with the Refinancing Facility, the Company is in the process of obtaining an interest rate cap to hedge against further exposure in a rising interest rate environment.
Additional short-term sources of liquidity include grants under the CARES Act. As described above, these grants are available to reimburse the Company for COVID-19 related expenses. In April 2022, we received a grant of $9.1 million, where we determined we met the CARES Act requirements which allowed the Company to retain the funds and not repay the grant. There is no assurance that we will meet such requirements or qualify for, or receive, any additional CARES Act funds throughin the private placementfuture, and we do not consider this to be a significant source of Convertible Preferred Stockliquidity in the future. In addition, the Company has historically received and the common stock rights offering. is eligible for funding in connection with various state programs.

Long-term liquidity
The Company, from time to time, considers and evaluates financial and capital raising transactions related to its portfolio, including debt financing or refinancings, purchases and sales of assets, and other transactions. If capital were obtained through the issuance of Company equity, the issuance of Company securities would dilute the ownership of our existing stockholders and any newly issued securities may have rights, preferences, and/or privileges senior to those of our common stock. 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.
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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.
In summary, the Company’s cash flows were as follows (in thousands):
Nine Months Ended September 30,
20212020
Net cash provided by (used in) operating activities$(5,801)$(5,370)
Net cash used in investing activities(7,096)(4,815)
Net cash used in financing activities6,581 (8,603)
Net decrease in cash and cash equivalents$(6,316)$(18,788)
Operating activities.
The net cash provided by operating activities for the nine months ended September 30, 2021 primarily results from net income of $124.4 million, decreases in cash flows from current assets of $2.4 million, decreases from current liabilities of $4.7 million and net non-cash charges of $137.3 million. The net cash used in operating activities for the nine months ended September 30, 2020, primarily results from net loss of $274.9 million, an increase in accounts receivable of $3.6 million, increase in other assets of $2.1 million and net non-cash charges of $261.1 million, partially offset by decrease in tax and insurance deposits of $1.1 million, a $1.1 millionincrease in accounts payable and a $11.3 million increase in accrued liabilities.
Investing activities.
The net cash used in investing activities for the nine months ended September 30, 2021 primarily results from ongoing capital improvements and refurbishments at the Company’s senior housing communities of $7.1 million. The net cash used in investing activities for the nine months ended September 30, 2020 primarily results from ongoing capital improvements and refurbishments at the Company’s senior housing communities of $11.2 million, partially offset by the Company's receipt of $6.4 million in proceeds from the disposition of assets.
Financing activities.
The net cash used in financing activities for the nine months ended September 30, 2021 primarily results from repayments of notes payable of $10.5 million offset by $17.2 million of proceeds from debt which includes the $16.0 million proceeds from the Promissory Note, "See Note 2- Recent Events and Transactions." The net cash used in financing activities for the nine months ended September 30, 2020 primarily results from repayments of notes payable of $11.9 million and payments on financing obligations of $0.4 million.

Investment Agreement and Promissory Note
As discussedIn connection with the refinancing transaction in "Note 2- Recent Events and Transactions,"March 2022, the Company entered intowas able to refinance certain debt due during 2022, 2023 and early 2024 with longer-term financing that matures in 2026. In addition, $10.0 million is available as delayed loans that can be borrowed upon achieving and maintaining certain financial covenant requirements and up to an Amended and Restated Investment agreement (the "Amended Investment Agreement") with Conversant in October 2022, subsequentadditional uncommitted $40 million may be available to quarter end. Under the terms of the Amended Investment Agreement, the Company raised gross proceeds of $154.8 million.
In conjunction with the proposed transaction, the Company entered into a $17.3 million promissory note in August 2021, $15.0 million of which bears interest at 15%. In October 2021, subsequentfund future growth initiatives. There is no assurance that we will be able to quarter end, the Promissory note was amended to reduce the aggregate indebtedness outstanding by $1.3 million, resulting in an amended secured promissory note in the amount of $16.0 million. The Promissory Note was repaid on November 3, 2021, subsequent to quarter end in conjunction with the Amended Investment Agreement closing.

meet these financial covenant requirements.


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Debt transactions.
Transactions Involving Certain Fannie Mae Loans
The CARES Act, among other things, permitted borrowers with mortgages from Government Sponsored Enterprises who experienced aAs discussed in “Note 5. Notes Payable” of the condensed consolidated financial hardship related to the COVID-19 pandemic to obtain forbearance of their loans for up to 90 days. On May 7, 2020,statements, the Company entered into forbearance agreements with Berkadia Commercial Mortgage LLC, as servicerhas scheduled maturities of 23 of its Fannie Mae loans covering 20 ofdebt coming due in the Company's properties.  On May 9, 2020, thenext five years and thereafter. The Company entered into a forbearance agreement with Wells Fargo Bank (“Wells Fargo”), as servicer of one Fannie Mae loan covering one of the Company's properties.  Oncurrently expects to be able to meet those maturities from cash on hand, May 20, 2020, the Company entered into forbearance agreements with KeyBank, as servicer of three Fannie Mae loans covering two of the Company's properties. The forbearance agreements allowedthe Company to withhold the loan payments due under the loan agreements for the months of April, May and June 2020 and Fannie Maeagreed toforbear in exercising its rights and remedies during such period. During this three-month loan payment forbearance, the Company agreed to pay to Fannie Mae monthly net operating income, if any, as defined in the forbearance agreement, for the properties receiving forbearance.  
On July 8, 2020, the Company entered into forbearance extension agreements with Fannie Mae, which provided for a one month extension of the forbearance agreements between it and Fannie Mae covering 23 properties. The forbearance extension agreements extended the forbearance period until July 31, 2020, and Fannie Mae agreed to forbear in exercising its rights and remedies during such period.  By July 31, 2020, the Company was required to repay to Fannie Mae the deferred payments, less payments made during the forbearance period.  
On July 31, 2020, the Company made required payments to Fannie Mae totaling $0.6 million, which included the deferred payments, less payments made during the forbearance period, for five properties with forbearance agreements.  The Company elected not to pay $3.9 million on the loans for the remaining 18 properties as of that date as it initiated a process intended to transfer thefuture operations and ownershipfuture refinancings. The Refinance Facility matures in four years with an optional one-year extension if certain financial performance metrics and other customary conditions are maintained. There is no assurance that we will be able to meet such conditions or source refinancings at the time any of our debt matures or whether the terms of such propertiesrefinancings will be comparable or satisfactory compared to Fannie Mae.  Therefore, the Company was in default on suchour current loans.
As a result of the default, Fannie Mae filed a motion with the United States District Court ("District Court") requesting that a receiver be appointed over the 18 properties, which was approved by the District Court.  The Company agreed to continue to manage the 18 communities, subject to earning a management fee, until management of the communities is transferred to a successor operator or legal ownership of the properties is transferred to Fannie Mae or its designee. Management fees earned from the properties are recognized as revenue when earned.  In conjunction with the receivership order, the Company must obtain approval from the receiver for all payments, but will receive reimbursements from Fannie Mae for reasonable operating expenses incurred on behalf of any of the 18 communities under the receivership order. As a result of
the events of default and receivership order, the Company discontinued recognizing revenues and expenses related to the 18 properties effective August 1, 2020, which was the date of default.  In addition, the Company concluded it was no longer entitled to receive any existing accounts receivable or revenue related to the properties, all amounts held in escrow by Fannie Mae were forfeited, and that the Company no longer has control of the properties in accordance ASC 610-20.  
During the three and nine months ended September 30, 2021, Fannie Mae completed the transition of legal ownership of four and thirteen of the Company's properties, respectively, and the Company recorded a gain on extinguishment of debt of $54.1 million and $168.3 million, respectively, which is included in gain on extinguishment of debt in the Company's Consolidated Statement of Operations and Comprehensive Income (Loss). At September 30, 2021, the Company included $62.0 million in outstanding debt in current portion of notes payable, net of deferred loan costs, and $4.6 million of accrued interest in accrued expenses on the Company’s Consolidated Balance Sheets related to the remaining nine properties. At September 30, 2021, the Company did not manage any properties on behalf of Fannie Mae.
Loan Extension and Debt Forbearance Agreement on BBVA Loan
The Company also entered intohas unencumbered properties with a loan amendment with another lender, BBVA, related to a loan covering threenet book value of the Company's properties pursuant to which the Company deferred monthly debt service payments for April, May and June 2020, which deferred payments were added to principal. The deferred monthly debt service payments were paid by the Company in June 2021. At September 30, 2021 no deferred payments remained outstanding.
In August 2021, the Company executed a one year extension of the Company's $40.5$23.6 million loan agreement with BBVA, which extended the maturity date to December 10, 2022. The extension also included an additional six months extension option if certain financial criteria are met. The loan agreement extension includes a waiver for non-compliance with certain financial ratios on December 31, 2020, and eliminates the compliance requirements for minimum financial ratios. The extension requires a principal payment of $1.0 million in December 2021 and quarterly principal payments of $0.5 million beginning in March 2022 unless a certain financial ratio is attained. BBVA required a debt service reserve of $0.9 million as part of this extension, which is included in the restricted cash balances as of September 30, 2021.

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Debt Forbearance Agreement on HUD Loan
The Company also entered into2022, which could provide a debt forbearance agreement with ORIX Real Estate Capital, LLC (“ORIX”), related to a U.S. Departmentsource of Housing and Urban Development (“HUD”) loan covering one ofliquidity from new debt. In the Company's properties pursuant to whichnear term, the Company deferred monthly debt service payments for April, May and June 2020, which deferred payments were addedintends to finance the regularly scheduled paymentstwo Indiana communities purchased in equal installments for one year following the forbearance period and were paid in the nine months ended September 30, 2021. At September 30, 2021, no deferred payments remained outstanding.
Protective Life Amendments to Loan Agreements and Loan Modification and Temporary Deferral Agreements
On May 21, 2020, the Company entered into amendments to its loan agreements with one of its lenders, Protective Life Insurance Company (“Protective Life”), related to loans ("the Protective Life Loans") covering ten of the Company's properties. These amendments allowed the Company to defer principal and interest payments for April, May and June 2020 and to defer principal payments for July 2020 through September 2021, with such deferral amounts being added to principal due at maturity in either 2025 or 2026, depending upon the loan. At September 30, 2021, the Company had deferred payments of $7.2 million related to the Protective Life Loans, of which $2.6 million was included in accrued expenses in the Company’s Consolidated Balance Sheets. The remaining $4.6 million of deferred payments is included in notes payable, net of deferred loan costs and current portion on the Company’s Consolidated Balance Sheets.
Letters of Credit
The Company issued standby letters of credit with Wells Fargo, totaling approximately $1.0 million, for the benefit of Calpine Corporation in connection with certain of its energy provider agreements, which remained outstanding at September 30, 2021.
The Company previously issued standby letters of credit with Wells Fargo, totaling approximately $3.4 million, for the benefit of Hartford Financial Services in connection with the administration of workers’ compensation. On August 27, 2020, the available letters of credit were increased to $4.0 million, which remained outstanding at September 30, 2021.  
The Company previously issued standby letters of credit with JP Morgan Chase Bank (“Chase”), totaling approximately $6.5 million, for the benefit of Welltower, in connection with certain leases between Welltower and the Company. The letters of credit were surrendered and paid to Welltower in conjunction with the Welltower Agreement during the quarter ended June 30, 2020.
The Company previously issued standby letters of credit with Chase, totaling approximately $2.9 million, for the benefit of Healthpeak in connection with certain leases between Healthpeak and the Company.  The letters of credit were released to the Company during the first quarter of 2020 and were included in cash and cash equivalents on the Company’s September 30, 2020 Consolidated Balance Sheets.
Debt Covenant Compliance
The Company was not in compliance with a certain financial covenant under its loan agreement with Fifth Third Bank, covering two of the Company's properties, as of September 30, 2021, June 30, 2021, March 31, 2021, December 31, 2020 and September 30, 2020, in which a minimum debt service coverage ratio must be maintained, which constituted a default. In May 2021, Fifth Third Bank issued a notice of default. In the event that this loan for $31.5 million is accelerated, the loan has 25% recourse to Capital Senior Living Corporation. In November 2021, subsequent to quarter end, the Company gave Fifth Third Bank the Company’s 30 day notice of its intention to repay the outstanding $31.5 million bridge loan. The Company included $31.5 million in outstanding debt related to those properties in current portion of notes payable, net of deferred loan costs, on the Company’s Consolidated Balance Sheets at September 30, 2021.  
Except as noted above, the Company was in compliance with all other aspects of its outstanding indebtedness at September 30, 2021.Q1 2022.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.Quantitative and Qualitative Disclosures About Market Risk
Not applicable.
Item 4. CONTROLS AND PROCEDURES.Controls and Procedures
Effectiveness of Controls and Procedures
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The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and PrincipalChief Financial Officer (“PFO”CFO”), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. The Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to the Company’s management, including the CEO and PFOCFO as appropriate, to allow timely decisions regarding required disclosure.
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Based upon the controls evaluation, procedures evaluation and the material weakness described in our Annual Report on Form 10-K, which was filed with the SEC on March 31, 2021,April 15, 2022, the Company’s CEO and PFOCFO have concluded that, as of the end of the period covered by this Quarterly Report on Form 10-Q, the Company’s disclosure controls and procedures are ineffective.
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the Company’s fiscal quarter ended September 30, 20212022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Remediation Plan
As disclosed in previous filings for the quarters ended June 30, 2021 and September 30, 2021, for the year ended December 31, 2021, and for the quarters ended March 31, 2022 and June 30, 2022, we identified a material weakness in our internal control over financial reporting. Due to challenges in maintaining necessary accounting staffing levels, this material weakness has not been remediated as of September 30, 2022, as disclosed above.
We have developed and initiated a plan for remediation of the material weakness, including developing and maintaining appropriate management review and process level controls. Control weaknesses are not considered remediated until new internal controls have been operational for a period of time, are tested, and management concludes that these controls are operating effectively. We will continue to monitor the effectiveness of our remediation measures in connection with our future assessments of the effectiveness of internal control over financial reporting and disclosure controls and procedures, and we will make any changes to the design of our plan and take such other actions that we deem appropriate given the circumstances. WeBased on the current remediation plan, we expect to completehave implemented the remediationremediation process, including developing and maintaining appropriate management review and process level controls, by the end of the fourth quarter of 2021.2022. Control weaknesses are not considered remediated until new internal controls have been operational for a period of time, are tested, and management concludes that these controls are operating effectively.

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Part II. OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.Legal Proceedings
The Company has claims incurred in the normal course of its business. Most of these claims are believed by management to be covered by insurance, subject to normal reservations of rights by the insurance companies and possibly subject to certain exclusions in the applicable insurance policies. Whether or not covered by insurance, these claims, in the opinion of management, based on advice of legal counsel, should not have a material effect on the condensed consolidated financial statements of the Company if determined adversely to the Company.
Item 1A. RISK FACTORS.Risk Factors.
The following
There have been no material changes to the risk factors areset forth in addition to the risks and uncertainties described under “Item 1A. Risk Factors”Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on March 31, 2021.  The effects of the events and circumstances described in the following risk factors may, directly or indirectly, heighten, exacerbate or otherwise bring to fruition many of the risks and uncertainties contained in our annual, quarterly and periodic reports filed with the SEC.
If we are unable to successfully implement our business plans and strategies, our consolidated results of operations, financial position, liquidity and ability to continue as a going concern could be negatively affected.
As noted elsewhere in this Quarterly Report on Form 10-Q, due to the impact of the COVID-19 pandemic on our financial position and our upcoming debt maturities, management has concluded that there is substantial doubt about our ability to continue as a going concern. We have taken, and intend to take, actions to improve our liquidity position and to address the uncertainty about our ability to operate as a going concern, but these actions are subject to a number of assumptions, projections, and analyses. If these assumptions prove to be incorrect, we may be unsuccessful in executing our business plans or achieving the projected results, which could adversely impact our financial results and liquidity. Those plans include various cost-cutting, efficiency and profitability initiatives. There are no assurances such initiatives will prove to be successful or the cost savings, profitability or other results we achieve through those plans will be consistent with our expectations. As a result, our results of operations, financial position and liquidity could be negatively impacted. If we become insolvent or fail to continue as a going concern, our common stock may become worthless.
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Our failure to comply with financial covenants and other restrictions contained in our debt instruments could result in the acceleration of the related debt or in the exercise of other remedies.
Our outstanding indebtedness is secured by our communities, and, in certain cases, a guaranty by us or by one or more of our subsidiaries. Therefore, an event of default under the outstanding indebtedness, subject to cure provisions in certain instances, would give the respective lenders, the right to declare all amounts outstanding to be immediately due and payable, or foreclose on collateral securing the outstanding indebtedness.
There are various financial covenants and other restrictions in certain of our debt instruments, including provisions which:
•require us to meet specified financial tests at the subsidiary company level, which include, but are not limited to, tangible net worth requirements;
•require us to meet specified financial tests at the community level;
•require us to maintain the physical condition of the community and meet certain minimum spending levels for capital and leasehold improvements; and
•require consent for changes in control of us.
If we fail to comply with any of these requirements, then the related indebtedness could become due and payable prior to their stated dates. We cannot assure that we could pay these debt obligations if they became due prior to their stated dates.
Pursuant to the forbearance agreements described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Transactions Involving Certain Fannie Mae Loans,” we withheld loan payments due under loan agreements with Fannie Mae covering certain of our communities.
The Company was not in compliance with a certain financial covenant under its loan agreement with Fifth Third Bank, covering two of the Company's properties, as of September 30, 2021, June 30, 2021 March 31, 2021, December 31, 2020 and September 30, 2020, in which a minimum debt service coverage ratio must be maintained, which constituted a default. The Company is in active discussions with Fifth Third Bank to resolve its noncompliance with financial covenants for debt totaling $31.5 million at June 30, 2021, included in current portion of notes payable, net of deferred loan costs on the Consolidated Balance Sheets. As a result of these defaults, in May 2021, Fifth Third Bank issued a notice of default letter and the Fifth Third bridge loan is callable. In the event that this loan is accelerated there is 25% recourse to Capital Senior Living Corporation.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.Unregistered Sales of Equity Securities and Use of Proceeds
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The following information is provided pursuant to Item 703 of Regulation S-K. The information set forth in the table below reflects sharesthe common stock purchased by the Company pursuant to its share repurchase program (as described below) as offor the quarter ended September 30, 2021.2022:
PeriodTotal
Number
of Shares
Purchased		Average
Price Paid
per Share		Total Shares
Purchased
as Part of
Publicly
Announced
Program		Approximate
Dollar Value of
Shares that May
Yet Be
Purchased
Under the
Program
Total at June 30, 202132,941 $199.45 32,941 $6,570,222 
July 1 – July 31, 2021— — — 6,570,222 
August 1 – August 31, 2021— — — 6,570,222 
September 1 – September 30, 2021— — — 6,570,222 
Total at September 30, 202132,941 $199.45 32,941 $6,570,222 
Period
Total
Number
of Shares
Purchased (1)
Average
Price Paid
per Share		Total Shares
Purchased
as Part of
Publicly
Announced
Program		Approximate
Dollar Value of
Shares that May
Yet Be
Purchased
Under the
Program
July 1 – July 31, 2022— — — 6,570,222 
August 1 – August 31, 2022— — — 6,570,222 
September 1 – September 30, 2022— — — 6,570,222 
__________
(1) Does not include shares withheld to satisfy tax liabilities due upon the vesting of restricted stock, all of which have been reported in Form 4 filings relating to the Company. The average price paid per share for such share withholding is based on the closing price per share on the vesting date of the restricted stock or, if such date is not a trading day, the trading day immediately prior to such vesting date.

On January 22, 2009, the Company’s board of directors approved a share repurchase program that authorized the Company to purchase up to $10.0 million of the Company’s common stock. On January 14, 2016, the Company announced that its board of directors approved a continuation of the share repurchase program. The repurchase program does not obligate the Company to acquire any particular amount of common stock and the share repurchase authorization has no stated expiration date. On January 14, 2016, the Company announced that its board of directors approved a continuation of the share repurchase program. All shares that have been acquired by the Company under this program were purchased in open-market transactions. The Company does not expectmay evaluate whether to repurchase anyacquire additional shares of the Company’s common stock in the near term.
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under this program at its discretion.

Item 3. DEFAULTS UPON SENIOR SECURITIES.Defaults upon Senior Securities
Not applicable.
Item 4. MINE SAFETY DISCLOSURES.Mine Safety Disclosures
Not applicable.
Item 5. OTHER INFORMATION.Other Information
Not applicable.
4225

Item 6. EXHIBITS.Exhibits
The following documents are filed as a part of this report. Those exhibits previously filed and incorporated herein by reference are identified below. Exhibits not required for this report have been omitted.
Exhibit
Number		Description
3.1
Amended and Restated Certificate of Incorporation of the Registrant. (Incorporated by reference to exhibitExhibit 3.1 to the Registration Statement No. 333-33379 on Form S-1/A filed by the Company with the Securities and Exchange Commission on September 8, 1997.)
3.1.1
Amendment to Amended and Restated Certificate of Incorporation of the Registrant. (Incorporated by reference to exhibitExhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1999, filed by the Company with the Securities and Exchange Commission.)
3.1.2
Second Amendment to Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 14, 2020.)
3.1.3
Third Amendment to Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 4, 2021.)
3.1.4
Fourth Amendment to Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 10, 2021.)
3.2
Second Amended and Restated Bylaws of the Registrant. (Incorporated by reference to exhibitExhibit 3.1 to the Company’s Current Report filed by the Company on Form 8-K with the Securities and Exchange Commission on March 8, 2013.)
3.2.1
Amendment to the Second Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 10, 2021.)
3.3
Certificate of Designation, Rights and Privileges of Series A Convertible Preferred Stock, par value $0.01, of the Company (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on November 4, 2021.)
10.1
InvestmentAmendment to Employment Agreement, dated as of July 22, 2021, by and between Capital SonidaSenior Living, Corporation, Conversant Dallas Parkway (A) LPInc. and Conversant Dallas Parkway (B) LP.Brandon Ribar (Incorporated by reference to exhibitExhibit 10.1 to the Company’s CurrentReport on Form 8-K, filed by the Company with the Securities and Exchange Commission on July 22, 2021.August 5,2022.)
10.2
10.3
10.4
31.1*
Certification of ChiefPrincipal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a)
31.2*
Certification of Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a)
32.1*
32.2*
101.INS*101*The following materials from the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2022 formatted in Inline XBRL Instance –Extensible Business Reporting Language (iXBRL): (i) the instance document does not appear inCondensed Consolidated Statements of Operations, (ii) the Interactive Data File because its XBRL tags are embedded withinCondensed Consolidated Balance Sheets, (iii) the Inline XBRL document.Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and (v) related notes.
101.SCH*Inline XBRL Taxonomy Extension Schema Document
101.CAL*Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF*Inline XBRL Taxonomy Extension Definition Linkbase Document
104*Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Filed herewith.


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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CapitalSonida Senior Living, CorporationInc
(Registrant)

By:/s/ Tiffany L. DuttonBRANDON M. RIBAR
Tiffany L. DuttonBrandon M. Ribar
SeniorPresident and Chief Executive Officer
(Principal Executive Officer)
Date: November 14, 2022

By:/s/ KEVIN J. DETZ
Kevin J. Detz
Executive Vice President- AccountingPresident and Finance and Principal AccountingChief Financial Officer
(Principal Financial Officer and Duly Authorized Officer)
Date: November 12, 202114, 2022


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