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, 2022~~March 31, 2023


☐			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

Sonida Senior Living, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware						75-2678809
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)


~~16301 Quorum Drive,~~14755 Preston Road, Suite ~~160A, Addison, TX~~810, Dallas, Texas						~~75001~~75254
(Address of principal executive offices)						(Zip code)

(972) 770-5600

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of exchange on which registered

Common Stock, $0.01 par value per share

SNDA

New 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 filer

Smaller reporting company

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 ~~October 31, 2022,~~May 9, 2023, the Registrant had ~~6,669,949~~7,075,346 shares ofof common stock outstanding.

Sonida Senior Living, Inc.

Form 10-Q Table of Contents

For the Period Ended ~~September 30, 2022~~March 31, 2023


			Page Number
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets — ~~Sept~~e ~~mber~~March ~~30, 2022~~3 1 , 202 3 (Unaudited) and December 31, ~~2021~~202 2			4
Condensed Consolidated Statements of Operations — Three ~~and~~ ~~Nine~~Months Ended SeMarch ~~ptember~~3 1 , 202 3 ~~30, 2022~~ and ~~2021~~202 2 (Unaudited)			5
Condensed Consolidated Statements of Shareholders’ Equity (Deficit)— Three ~~and~~ N ~~ine~~Months Ended ~~September~~March 3 1 , 202 3 ~~30, 2022~~ and ~~2021~~202 2 (Unaudited)			6
Condensed Consolidated Statements of Cash Flows — ~~Nine~~Th ree Months Ended ~~September~~March 3 1 , 202 3 ~~30, 2022~~ and ~~2021~~202 2 (Unaudited)			7
Notes to Condensed Consolidated Financial Statements (Unaudited)			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			1922
Item 3. Quantitative and Qualitative Disclosures About Market Risk			2327
Item 4. Controls and Procedures			2327
Part II. Other Information			2529
Item 1. Legal Proceedings			2529
Item 1A. Risk Factors			2529
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			2529
Item 3. Defaults Upon Senior Securities			2529
Item 4. Mine Safety Disclosures			2529
Item 5. Other Information			2529
Item 6. Exhibits			2630
Signature			2731

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,~~2022, filed with the Securities and Exchange Commission (the “SEC”) on ~~April 15, 2022,~~March 30, 2023, 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 Part I of this Quarterly Report on Form 10-Q;

•the departure of certain 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.

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Sonida Senior Living, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except per share amounts)


		September 30, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(Unaudited)					(Unaudited)
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	27,046	$	78,691	Cash and cash equivalents	$	12,972	$	16,913
Restricted cash	Restricted cash	13,770		14,185		Restricted cash	12,174		13,829
Accounts receivable, net	Accounts receivable, net	4,759		3,983		Accounts receivable, net	5,924		6,114

Prepaid expenses and other	Prepaid expenses and other	4,526		9,328		Prepaid expenses and other	2,940		4,099
Derivative assets						Derivative assets	2,131		2,611
Total current assets	Total current assets	50,101		106,187		Total current assets	36,141		43,566
Property and equipment, net	Property and equipment, net	622,753		621,199		Property and equipment, net	610,945		615,754

Other assets, net	Other assets, net	2,460		1,166		Other assets, net	1,611		1,948
Total assets	Total assets	$	675,314	$	728,552	Total assets	$	648,697	$	661,268
Liabilities and Equity	Liabilities and Equity					Liabilities and Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	10,571	$	9,168	Accounts payable	$	9,246	$	7,272
Accrued expenses	Accrued expenses	36,619		37,026		Accrued expenses	31,857		36,944
Current portion of notes payable, net of deferred financing costs		46,137		69,769
Deferred income		3,576		3,162
Current portion of notes payable, net of deferred loan costs						Current portion of notes payable, net of deferred loan costs	81,151		46,029
Current portion of deferred income						Current portion of deferred income	3,857		3,419
Federal and state income taxes payable	Federal and state income taxes payable	176		599		Federal and state income taxes payable	260		—
Other current liabilities	Other current liabilities	732		758		Other current liabilities	640		653

Total current liabilities	Total current liabilities	97,811		120,482		Total current liabilities	127,011		94,317
Notes payable, net of deferred financing costs and current portion		619,798		613,342
Notes payable, net of deferred loan costs and current portion						Notes payable, net of deferred loan costs and current portion	554,723		625,002
Other liabilities	Other liabilities	143		288		Other liabilities	95		113
Total liabilities	Total liabilities	717,752		734,112		Total liabilities	681,829		719,432
Commitments and contingencies	Commitments and contingencies					Commitments and contingencies
Redeemable preferred stock:	Redeemable preferred stock:					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, 2021		42,384		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, respectively		67		66
Series A convertible preferred stock, $0.01 par value; 41 shares authorized, 41 shares issued and outstanding as of March 31, 2023 and December 31, 2022						Series A convertible preferred stock, $0.01 par value; 41 shares authorized, 41 shares issued and outstanding as of March 31, 2023 and December 31, 2022	44,748		43,550
Shareholders’ deficit:						Shareholders’ deficit:
Preferred stock, $0.01 par value:						Preferred stock, $0.01 par value:
Authorized shares - 15,000 as of March 31, 2023 and December 31, 2022; none issued or outstanding, except Series A convertible preferred stock as noted above						Authorized shares - 15,000 as of March 31, 2023 and December 31, 2022; none issued or outstanding, except Series A convertible preferred stock as noted above	—		—
Common stock, $0.01 par value:						Common stock, $0.01 par value:
Authorized shares - 15,000 as of March 31, 2023 and December 31, 2022; 6,942 and 6,670 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively						Authorized shares - 15,000 as of March 31, 2023 and December 31, 2022; 6,942 and 6,670 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	69		67
Additional paid-in capital	Additional paid-in capital	295,595		295,781		Additional paid-in capital	294,964		295,277
Retained deficit	Retained deficit	(380,484)		(342,657)		Retained deficit	(372,913)		(397,058)
Total shareholders’ equity (deficit)		(84,822)		(46,810)
Total liabilities, redeemable preferred stock and shareholders’ equity (deficit)		$	675,314	$	728,552
Total shareholders’ deficit						Total shareholders’ deficit	(77,880)		(101,714)
Total liabilities, redeemable preferred stock and shareholders’ deficit						Total liabilities, redeemable preferred stock and shareholders’ deficit	$	648,697	$	661,268

See Notes to Condensed Consolidated Financial Statements.

Sonida Senior Living, Inc.

Condensed Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Revenues:	Revenues:									Revenues:
Resident revenue	Resident revenue	$	52,485	$	48,968	$	155,315	$	140,819	Resident revenue	$	56,606	$	50,834
Management fees	Management fees	608		1,029		1,836		2,978		Management fees	505		628
Managed community reimbursement revenue	Managed community reimbursement revenue	7,694		7,927		21,757		33,317		Managed community reimbursement revenue	4,962		7,022
Total revenues	Total revenues	60,787		57,924		178,908		177,114		Total revenues	62,073		58,484
Expenses:	Expenses:									Expenses:
Operating expense	Operating expense	43,123		40,668		126,562		114,994		Operating expense	43,808		41,929
General and administrative expense	General and administrative expense	5,851		7,473		23,563		24,182		General and administrative expense	7,063		8,273

Depreciation and amortization expense	Depreciation and amortization expense	9,691		9,503		28,940		27,811		Depreciation and amortization expense	9,881		9,578
Managed community reimbursement expense	Managed community reimbursement expense	7,694		7,927		21,757		33,317		Managed community reimbursement expense	4,962		7,022
Total expenses	Total expenses	66,359		65,571		200,822		200,304		Total expenses	65,714		66,802
Other income (expense):	Other income (expense):									Other income (expense):
Interest income	Interest income	44		—		47		5		Interest income	194		1
Interest expense	Interest expense	(8,205)		(9,701)		(23,728)		(28,574)		Interest expense	(8,867)		(7,603)

Gain (loss) on extinguishment of debt		—		54,080		(641)		168,292
Loss on disposition of assets, net		—		(15)		—		(436)
Gain (loss) on extinguishment of debt, net										Gain (loss) on extinguishment of debt, net	36,339		(641)
Gain on sale of assets, net										Gain on sale of assets, net	251		—
Other income (expense), net	Other income (expense), net	(6)		—		8,663		8,703		Other income (expense), net	(62)		137
(Loss) income before provision for income taxes		(13,739)		36,717		(37,573)		124,800
Income (loss) before provision for income taxes										Income (loss) before provision for income taxes	24,214		(16,424)
Provision for income taxes	Provision for income taxes	—		(207)		(254)		(368)		Provision for income taxes	(69)		(254)
Net (loss) income		(13,739)		36,510		(37,827)		124,432
Net income (loss)										Net income (loss)	24,145		(16,678)
Dividends on Series A convertible preferred stock	Dividends on Series A convertible preferred stock	(1,134)		—		(3,401)		—		Dividends on Series A convertible preferred stock	(1,198)		(1,133)
Net (loss) income attributable to common stockholders		$	(14,873)	$	36,510	$	(41,228)	$	124,432
Undistributed net income allocated to participating securities										Undistributed net income allocated to participating securities	(3,182)		—
Net income (loss) attributable to common stockholders										Net income (loss) attributable to common stockholders	$	19,765	$	(17,811)

Weighted average common shares outstanding — basic	Weighted average common shares outstanding — basic	6,364		2,062		6,357		2,061		Weighted average common shares outstanding — basic	6,855		6,341
Weighted average common shares outstanding — diluted	Weighted average common shares outstanding — diluted	6,364		2,089		6,357		2,088		Weighted average common shares outstanding — diluted	7,168		6,341

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
Basic net income (loss) per common share										Basic net income (loss) per common share	$	2.88	$	(2.81)
Diluted net income (loss) per common share										Diluted net income (loss) per common share	$	2.76	$	(2.81)

See Notes to Condensed Consolidated Financial Statements.

Sonida Senior Living, Inc.

Condensed Consolidated Statements of Shareholders’ Equity (Deficit) (Unaudited)

(in thousands)

Common Stock Additional
Paid-In
Capital Retained
Deficit
Shares Amount Total
Balance at December 31, 2020 2,084 $ 21 $ 188,978 $ (468,264) $ (279,265)
Restricted stock awards (cancellations), net 98 1 (1) — —
Non-cash 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), net 12 — — — —
Non-cash stock-based compensation — — 517 — 517
Net income — — — 49,078 49,078
Balance at June 30, 2021 2,194 $ 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, 2021 2,193 $ 22 $ 190,246 $ (343,832) $ (153,564)
Common Stock Additional
Paid-In
Capital Retained
Deficit
Shares Amount Total
Balance at December 31, 2021 6,634 $ 66 $ 295,781 $ (342,657) $ (46,810)
Restricted stock awards (cancellations), net 31 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, 2022 6,665 $ 67 $ 296,475 $ (359,335) $ (62,793)
Restricted stock awards (cancellations), net 157 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, 2022 6,822 $ 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, 2022 6,670 $ 67 $ 295,595 $ (380,484) $ (84,822)


	Common Stock			Additional Paid-In Capital		Retained Deficit
	Shares	Amount						Total
Balance as of December 31, 2021	6,634	$	66	$	295,781	$	(342,657)	$	(46,810)
Series A convertible preferred stock dividends	—	—		(1,133)		—		(1,133)
Stock-based plan activity	31	1		—		—		1
Non-cash stock-based compensation	—	—		1,827		—		1,827
Net loss	—	—		—		(16,678)		(16,678)
Balance as of March 31, 2022	6,665	$	67	$	296,475	$	(359,335)	$	(62,793)










	Common Stock			Additional Paid-In Capital		Retained Deficit
	Shares	Amount						Total
Balance as of December 31, 2022	6,670	$	67	$	295,277	$	(397,058)	$	(101,714)
Series A convertible preferred stock dividends	—	—		(1,198)		—		(1,198)
Stock-based plan activity	272	2		(17)		—		(15)
Non-cash stock-based compensation	—	—		902		—		902

Net income	—	—		—		24,145		24,145
Balance as of March 31, 2023	6,942	$	69	$	294,964	$	(372,913)	$	(77,880)

See Notes to Condensed Consolidated Financial Statements.

Sonida Senior Living, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)


		Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income (loss)	Net income (loss)	$	(37,827)	$	124,432	Net income (loss)	$	24,145	$	(16,678)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:						Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	28,940		27,811		Depreciation and amortization	9,881		9,578
Amortization of deferred financing costs		946		1,121
Amortization of deferred loan costs						Amortization of deferred loan costs	366		244

Lease expense adjustment		7		(256)
Loss on disposition of assets, net		—		436
Write-off of other assets		535		—
Unrealized gain on interest rate cap, net		(206)		—
Loss (gain) on extinguishment of debt		641		(168,292)

Gain on sale of assets, net						Gain on sale of assets, net	(251)		—

Unrealized loss on interest rate cap, net						Unrealized loss on interest rate cap, net	572		—
(Gain) loss on extinguishment of debt						(Gain) loss on extinguishment of debt	(36,339)		641
Provision for bad debt	Provision for bad debt	908		747		Provision for bad debt	237		106
Non-cash stock-based compensation expense	Non-cash stock-based compensation expense	3,479		1,269		Non-cash stock-based compensation expense	902		1,828
Other non-cash items						Other non-cash items	(1)		(55)
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:					Changes in operating assets and liabilities:
Accounts receivable, net	Accounts receivable, net	(1,760)		763		Accounts receivable, net	(48)		(625)

Prepaid expenses and other	Prepaid expenses and other	6,755		369		Prepaid expenses and other	1,159		1,633
Other assets, net	Other assets, net	(115)		(95)		Other assets, net	62		296
Accounts payable and accrued expense	Accounts payable and accrued expense	566		5,199		Accounts payable and accrued expense	1,828		1,700

Federal and state income taxes payable	Federal and state income taxes payable	(423)		211		Federal and state income taxes payable	260		251
Deferred resident revenue		414		(502)
Deferred income						Deferred income	438		365

Other current liabilities	Other current liabilities	43		(375)		Other current liabilities	38		26
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	2,903		(7,162)		Net cash provided by (used in) operating activities	3,249		(690)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Acquisition of new communities	Acquisition of new communities	(12,342)		—		Acquisition of new communities	—		(12,342)
Capital expenditures	Capital expenditures	(18,317)		(7,096)		Capital expenditures	(5,429)		(5,582)

Proceeds from sale of assets						Proceeds from sale of assets	343		—
Net cash used in investing activities	Net cash used in investing activities	(30,659)		(7,096)		Net cash used in investing activities	(5,086)		(17,924)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from notes payable	Proceeds from notes payable	80,000		17,168		Proceeds from notes payable	—		80,000
Repayments of notes payable	Repayments of notes payable	(98,535)		(10,513)		Repayments of notes payable	(3,714)		(90,579)
Cash payments for finance leases and financing obligations		(81)		(74)
Purchase of common stock		(263)		—

Dividends paid to Series A preferred stockholders	Dividends paid to Series A preferred stockholders	(2,987)		—		Dividends paid to Series A preferred stockholders	—		(718)
Purchase of interest rate cap		(258)		—
Deferred financing costs paid		(2,180)		—

Net cash (used in) provided by financing activities		(24,304)		6,581
Deferred loan costs paid						Deferred loan costs paid	—		(2,137)
Other financing costs						Other financing costs	(45)		—
Net cash used in financing activities						Net cash used in financing activities	(3,759)		(13,434)
Decrease in cash and cash equivalents and restricted cash	Decrease in cash and cash equivalents and restricted cash	(52,060)		(7,677)		Decrease in cash and cash equivalents and restricted cash	(5,596)		(32,048)
Cash, cash equivalents, and restricted cash at beginning of period	Cash, cash equivalents, and restricted cash at beginning of period	92,876		30,504		Cash, cash equivalents, and restricted cash at beginning of period	30,742		92,876
Cash, cash equivalents, and restricted cash at end of period	Cash, cash equivalents, and restricted cash at end of period	$	40,816	$	22,827	Cash, cash equivalents, and restricted cash at end of period	$	25,146	$	60,828

Supplemental Disclosures of Cash Flow Information	Supplemental Disclosures of Cash Flow Information					Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:	Cash paid during the period for:					Cash paid during the period for:
Interest	Interest	$	21,536	$	23,221	Interest	$	7,639	$	7,076
Income taxes		$	672	$	309
Income taxes paid (refunds received), net						Income taxes paid (refunds received), net	$	(193)	$	3
Non-cash investing and financing activities:						Non-cash investing and financing activities:
Accrued dividends on Series A convertible preferred stock						Accrued dividends on Series A convertible preferred stock	$	1,198	$	1,133
Non-cash additions of property, plant and equipment						Non-cash additions of property, plant and equipment	$	1,150	$	40

See Notes to Condensed Consolidated Financial Statements.

Sonida Senior Living, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

Organization and Business

Sonida Senior Living, Inc. (formerly known as Capital Senior Living Corporation), 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. As of ~~September 30, 2022,~~March 31, 2023, the Company operated 7672 senior housing communities in 18 states with an aggregate capacity of approximately 8,000 residents, including 62 senior housing communities that the Company owned and 1410 communities that the Company managed on behalf of third parties. As of December 31, 2022, the Company had two properties that the Company no longer operated that were in the process of transitioning legal ownership back to the Federal National Mortgage Association ("Fannie Mae"). The transfer of ownership was completed during January 2023. The accompanying condensed consolidated financial statements include the financial statements of Sonida Senior Living, Inc. and its wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

Interim Unaudited Financial Information

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and should be read in conjunction with the condensed consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted from this Quarterly Report on Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission (“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 management, the accompanying unaudited condensed consolidated financial statements include all adjustments, including normal recurring items, necessary to present fairly our condensed consolidated financial position as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, and our condensed consolidated results of operations and cash flows for the periods ended ~~September 30, 2022~~March 31, 2023 and ~~2021.~~2022.

Reclassifications

Certain amounts previously reflected in the prior year condensed consolidated balance sheet have been reclassified to conform to our ~~September 30, 2022~~March 31, 2023 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.” Thecondensed consolidated statements of operations include the consolidation of “stock-based compensation expense” within “general and administrative expenses.” ~~These reclassifications had no effect on the previously reported total~~The condensed consolidated statements of cash flows include reclassifying “property tax and insurance deposits” to restricted cash and lender reserves from “other assets, ~~or total liabilities.~~net” to restricted cash. Additionally, “lease expense adjustment” was reclassified to “other non-cash items.”

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. These estimates include such items related to the accounting 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 fair value evaluations; self-insurance liabilities and expense; stock-based compensation; and depreciation and amortization including determination of estimated useful lives. Actual results could differ from those estimates.

2. Going Concern Uncertainty and Related Strategic Cash Preservation Initiatives

2.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) the continued impact of the COVID-19 pandemic, the current inflationary environment and the impact of elevated interest rates on the Company’s operations and financial results; (2) $81.2 million of principal payments and $38.5 million of scheduled interest payments due in the next 12 months; (3) recurring operating losses and projected operating losses for fiscal periods through June 30, 2024; (4) the Company’s working capital deficit; and (5) events of non-compliance with certain of our mortgage agreements, as noted in "Note 6–Notes Payable". 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 the March 31, 2023 financial statements are issued.

As discussed below, the Company has implemented plans which encompass short-term cash preservation initiatives to provide the Company with adequate liquidity to meet its obligations for at least the 12-month period following the date its March 31, 2023 financial statements are issued, in addition to creating sustained cash flow generation thereafter. The Company’s primary sources of near- and medium-term liquidity are expected to be (1) net cash generated from operations; (2) COVID-19 or related relief grants from various state agencies; and (3) debt modifications, refinancings and extensions to the extent available on acceptable terms.

Strategic and Cash Preservation Initiatives

The Company has either taken, or intends to take, the following actions, among others, to improve its liquidity position and to address uncertainty about its ability to continue as a going concern:

•Upon its management team transition in September 2022, the Company promptly implemented new strategic and operational plans to accelerate margin recovery, including the following:

◦Design and execution of a comprehensive resident rate review program to align revenues with the significant increase in the operating cost environment.

◦Implementation of a global purchasing organization function to leverage scaled purchasing to lower unit operating costs.

◦Use of several internally developed and external programs to provide alternative mitigants to a challenging labor environment.

•We have adopted a comprehensive cash optimization strategy aimed at improving working capital management.

•The Company is engaged in discussions with certain of its lenders in regard to potential modifications of certain mortgage debt on more favorable terms, which does not preclude a potential ownership transfer on select communities based on various financial metrics.

•Through recently integrated systems and revised process workflows, the Company has implemented additional proactive spending reductions, including reduced discretionary spending and more stringent, return-based capital spending.

•The Company received approximately $2.0 million in various state grants during the quarter ended March 31, 2023, and has outstanding applications for additional grants not yet received.

•Under the terms of the A&R Investment Agreement, the Company may request additional investments from the Conversant Investors in shares of Series A Preferred Stock (up to an aggregate amount equal to $25.0 million) that can be used for future investment in accretive capital expenditures and acquisitions, subject to certain conditions.

concern. In addition, it is probable that the Company will not be able to comply with some of the financial covenants and other restrictions contained in our debt instruments, which would in turn trigger an event of default under our loan agreements. An event of default, subject to cure provisions in certain instances, would give the respective lenders the right to accelerate the related debt and to declare all amounts outstanding to be immediately due and payable, or foreclose on collateral securing the outstanding indebtedness. We cannot assure that we could pay these debt obligations if they became due prior to their stated dates.

The accompanying condensed 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.

3. Summary of Significant Accounting Policies ~~and Recently Issued Accounting Standards~~

Cash, 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 which must remain so long as the letters of credit are outstanding, which are subject to renewal annually.

In March 2022, the Company completed the refinancing of certain existing mortgage debt with Ally Bank. Ally Bank required a debt service reserve of $1.5 million as part of this transaction, which is included in the restricted cash balances as of March 31, 2023 and December 31, 2022. See "Note 6–Notes Payable."

The ~~statement of~~following table sets forth our 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, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Cash and cash equivalents	Cash and cash equivalents	$	27,046	$	78,691	Cash and cash equivalents	$	12,972	$	16,913
Restricted cash:	Restricted cash:					Restricted cash:
Property tax and insurance reserves	Property tax and insurance reserves	6,215		6,666		Property tax and insurance reserves	4,361		6,184
Lender reserve	Lender reserve	1,500		—		Lender reserve	1,500		1,500
Capital expenditures reserves	Capital expenditures reserves	1,944		2,637		Capital expenditures reserves	2,202		2,034
Deposits pursuant to outstanding letters of credit	Deposits pursuant to outstanding letters of credit	4,111		4,882		Deposits pursuant to outstanding letters of credit	4,111		4,111
Total restricted cash	Total restricted cash	13,770		14,185		Total restricted cash	12,174		13,829
Total cash, cash equivalents, and restricted cash	Total cash, cash equivalents, and restricted cash	$	40,816	$	92,876	Total cash, cash equivalents, and restricted cash	$	25,146	$	30,742

~~Property and Equipment~~Long-Lived Assets

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 ~~wer~~ewere no impairments ofon long-lived assets during the three ~~or nine~~ months ended ~~September 30, 2022 or 2021.~~March 31, 2023 and March 31, 2022.

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.

See “N
ote 4–

Property and Equipment, net.”

Revenue Recognition

Resident revenue ~~primarily~~ consists of fees for basic housing and certain support services ~~provided to~~and fees associated 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 ~~accounted for under GAAP in accordance with lease accounting standards. The Company's residency lease~~provided. Residency 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. Resident leases~~ ~~do not contain purchase options or require significant assumptions or judgments. Resident~~otherwise, with 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, 2022 and December 31, 2021, the Company had contract liabilitie~~s for deferred fees paid by its residents prior to the month that housing and support services were to~~ be ~~provided totaling approximately $2.6 million and $2.3 million, respectively, which are included in deferred 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 are included in resident revenue.~~

arrears. Other operating revenue ~~generally includes nonrecurring state grants and is included in resident revenue as earned.~~consists of “Provider Relief Funds” received from various states due to the financial distress impacts of COVID-19.

The Company's senior housing communities have residency agreements that generally require the resident to pay a community fee and other amounts prior to moving into the community which are initially recorded by the Company as deferred ~~revenue and subsequently amortized evenly each month over the term of the agreement. At September 30, 2022 and December 31, 2021, the~~revenue. The Company had contract liabilities for deferred ~~community~~ fees paid by our residents prior to the month housing and support services were to be provided totaling approximately ~~$0.9~~$3.9 million and ~~$0.8~~$3.4 million, respectively, which are included as a component of deferred income within current liabilities of the Company’s condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022.

Revenues from the Medicaid program accounted for approximately 9.3% and 9.6% of the Company’s revenue in ~~deferred income.~~the three months ended March 31, 2023 and March 31, 2022, respectively. During the three months ended March 31, 2023 and 2022, 24 and 28, respectively, of the Company’s communities were providers of services under the Medicaid program. Accordingly, these communities were entitled to reimbursement under the Medicaid program at established rates that were lower than private pay rates. Resident revenues for Medicaid residents were recorded at the reimbursement rates as the rates were set prospectively by the applicable state upon the filing of an annual cost report. None of the Company’s communities were providers of services under the Medicare program during fiscal quarters ended March 31, 2023 and 2022.

Laws and regulations governing the Medicaid program are complex and subject to interpretation. The Company believes that it is in compliance with all applicable laws and regulations and is not aware of any pending or threatened investigations involving allegations of potential wrongdoing that would have a material effect on its Condensed Consolidated Financial Statements. While no such regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties and exclusion from the Medicaid program.

The Company has management agreements whereby it manages certain communities on behalf of ~~third party~~third-party owners under ~~agreements~~contracts that provide for periodic management fee payments to the Company. 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 “managed community reimbursement ~~revenue.”~~revenue” on the Company’s condensed consolidated statements of operations. The related costs are included in “managed community reimbursement ~~expense.”~~ ~~Although these costs are funded by~~expense” on the ~~community owners, accounting guidance requires~~Company’s condensed consolidated statements of operations. See “Note 8– Revenue.”

In January and February 2023, the Company ~~to report these fees on a gross basis as both revenues and expenses.~~

~~In April 2022 and January 2021, the Company accepted $9.1~~received approximately $2.0 million and $8.7 million of cash, respectively, through grants from the Public Health and Social 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 3in various Provider Relief Funds ~~were recorded as other income in the periods ended September 30, 2022 and 2021, respectively. No grants were~~ received ~~during~~from state departments due to financial distress impacts of COVID-19. For the three ~~month periods~~months ended ~~September 30,~~March 31, 2022, ~~and September 30, 2021. The CARES Act~~the Company received approximately $0.7 million in various Provider Relief Funds ~~are grants that do not have~~from state departments due to ~~be repaid provided we satisfy the terms and conditions~~financial distress impacts of ~~the CARES Act.~~COVID-19.

Credit Risk and Allowance for Doubtful Accounts

The Company’s resident accounts receivable are generally due within 30 days after the date billed. Accounts receivable are reported net of an allowance for doubtful ~~accounts~~accounts of ~~$5.6~~$6.2 million and ~~$4.7~~$5.9 million ~~at September 30, 2022,~~as of March 31, 2023 and December 31, ~~2021,~~2022, 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.

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

, which we estimate represented approximatel
y 25%, 18%, 19% and 10%, respectively, of our resident revenues for the three months ended March 31, 2023.

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 ~~as well as~~and 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 Internal Revenue Service ("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 recorded liabilities and reserves established for outstanding losses and expenses are adequate to cover the ultimate cost of losses and expenses incurred as of March 31, 2023. It is possible that actual claims and expenses may differ from established reserves. Any subsequent changes in estimates are recorded in the period in which they are determined.

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 ~~judgment~~judgments 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~~and 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,~~March 31, 2023 and 2022 ~~and 2021~~ differ from the statutory tax rates due to state income taxes, permanent tax differences, and changes in the deferred tax asset valuation allowance.

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, ~~2021,~~2022, 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~~better financial statement comparability among different 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~~its position is “more likely than not” (i.e., a greater than 50 percent likelihood) to be upheld on audit based ~~solely~~only 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~~Company's Series A Preferred Stock is convertible ~~preferred stock which can be converted to common stock~~ outside of ~~the Company’s~~our control and in accordance with ASC 480-10-S99-3A is classified as mezzanine ~~equity, outside~~equity. The Series A Preferred Stock was initially recorded at fair value upon issuance, net of issuance costs and discounts. The holders (“Conversant Investors”) 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 ~~stockholders’ equity (deficit) section,~~Company. As such, the Conversant Investors, in combination with their common stock ownership as of March 31, 2023 and ~~recorded~~December 31, 2022, have voting rights in excess of 50% of the Company’s total voting stock. It is deemed probable that the Series A Preferred Stock could be redeemed for cash by the Conversant Investors, 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 March 31, 2023 and December 31, 2022, the Series A Preferred Stock is carried at the maximum ~~liquidation or conversion amount. During the year ended~~ ~~December 31, 2021, the Company issued 41,250 shares of~~redemption value. The Series A ~~Convertible~~ Preferred Stock ~~(the “Series A Preferred Stock”).~~ does not have a maturity date and therefore is considered as perpetual.

Dividends on redeemable preferred stock are recorded to retained earnings or additional paid-in capital if retained earnings is an accumulated deficit. Dividends are cumulative, and any declaration of dividends is at the discretion of the Company’s Board of Directors. If the Board does not declare a dividend in respect of any dividend payment date, the amount of such accrued and unpaid dividend is added to the liquidation preference and compounds ~~quarterly.~~

quarterly thereafter. During the three months ended ~~September 30, 2022,~~March 31, 2023, the Board did not declare a dividend with respect to the Series A Preferred Stock, and accordingly, ~~$1.1~~$1.2 million was added to the liquidation preference of the Series A Preferred Stock, 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 fluctuations in interest rates. We ~~may~~are also be required to enter into interest rate derivative instruments in compliance with certain 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 trading or speculative purposes. We record all derivatives at fair value. As of ~~September 30, 2022,~~March 31, 2023, our derivative instruments consisted of an interest rate ~~cap~~caps that ~~was~~were not designated as a hedge ~~instrument.~~instruments. 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~~.See “Note14–Derivatives and Hedging.”

Net Income (Loss) Per Common Share

~~Basic~~The Company uses the two-class method to compute net income (loss) per common share ~~is computed by dividing net income (loss) less distributions~~because the Company has issued securities (Series A Preferred Stock) that entitle the holder to ~~participating securities using~~participate in dividends and earnings of 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.~~Company. Under ~~the two-class~~this 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 using the weighted-average number of shares of common stock outstanding, plus, for periods with net income attributable to common stockholders, the potential dilutive effects of ~~instruments convertible into common stock,~~ stock options, stock-based compensation awards and warrants. ~~The~~In addition, the Company analyzes the potential dilutive effect of ~~convertible instruments~~the outstanding Series A Preferred Stock under the ~~“if-converted”~~"if-converted" method when calculating diluted earnings per share, in which it is assumed that the ~~instruments convert~~outstanding Series A Preferred Stock converts 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”~~"if-converted") as its diluted net income per share during the period. ~~Dilutive securities are excluded from the calculation of diluted income per share if the effect would be anti-dilutive.~~

See “Note 9 - Net Income (Loss) Per Share.”

Segment Reporting

The Company evaluates the performance and allocates 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, Segment Reporting, to be aggregated into one reporting segment. As such, the Company operates in one segment.

Recently ~~Issued~~Adopted Accounting Pronouncements ~~Not Yet Adopted~~

Allowance for Doubtful Accounts

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ~~Accounting Standard Update (“ASU”)~~ASU 2016-13, Financial Instruments –- Credit Losses: Measurement of Credit Losses on Financial Instruments. Current ~~GAAP requires~~U.S. generally accepted accounting principles (GAAP) require 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 ~~non-lease revenue~~for 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. The determination of the allowance for credit losses under the new standard would typically be based on evaluation of a number of factors, including, but not limited to, general economic conditions, payment status, historical collection patterns and loss experience, financial strength of the borrower, and nature, extent and value of the underlying collateral. 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. It requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. The Company ~~is currently evaluating the impact~~adopted ASU 2016-13 on January 1, 2023. The effect of the adoption ~~of this guidance will have~~had an immaterial impact on ~~its~~our condensed consolidated financial ~~statements and disclosures.~~statements.

Reference Rate Reform

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~~InterBank Offered ~~Rate (“LIBOR”).~~Rate. The ~~provisions of this~~new standard ~~are available for election~~was effective upon issuance and elections can be made through December 31, ~~2022.~~2024. The ~~Company is currently evaluating its contracts and~~adoption of the optional ~~expedients provided by this update.~~expedient has not had and is not expected to have a material impact on the Company's condensed consolidated financial statements.

1214

3.4. Property and Equipment, net

~~The following is a summary~~As of ~~our~~March 31, 2023 and December 31, 2022, property and equipment, net asand leasehold improvements, which include assets under finance leases, consist of ~~September 30, 2022 and December 31, 2021~~the following (in thousands):


		Asset Lives	September 30, 2022		December 31, 2021			Asset Lives	March 31, 2023		December 31, 2022
Land	Land		$	47,598	$	46,069	Land		$	47,384	$	47,476
Land improvements	Land improvements	5 to 20 years	19,606		19,146		Land improvements	5 to 20 years	20,121		20,053
Buildings and building improvements	Buildings and building improvements	10 to 40 years	837,331		814,035		Buildings and building improvements	10 to 40 years	844,770		842,854
Furniture and equipment	Furniture and equipment	5 to 10 years	56,376		52,602		Furniture and equipment	5 to 10 years	54,389		53,236
Automobiles	Automobiles	5 to 7 years	2,730		2,662		Automobiles	5 to 7 years	2,707		2,704
Assets under financing leases and leasehold improvements (1)	Assets under financing leases and leasehold improvements (1)		2,311		2,276		Assets under financing leases and leasehold improvements (1)		3,749		1,899
Construction in progress	Construction in progress		1,289		392		Construction in progress		697		666
Total property and equipment	Total property and equipment		967,241		937,182		Total property and equipment		973,817		968,888
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization		(344,488)		(315,983)		Less accumulated depreciation and amortization		(362,872)		(353,134)
Total property and equipment, net	Total property and equipment, net		$	622,753	$	621,199	Total property and equipment, net		$	610,945	$	615,754

__________

(1) Leasehold improvements are amortized over the shorter of the useful life of the asset or the remaining lease term. Assets under financing leases and leasehold improvements include ~~$0.5~~$0.2 million and ~~$0.3~~$0.2 million of financing lease right-of-use assets as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

~~On February 1, 2022,~~There were no impairments of long-lived assets for 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 cash on hand. The acquired assets did not meet the definition of a businessquarters ended March 31, 2023 and ~~as such, the transaction was accounted for as an asset acquisition pursuant to the guidance in subsection 805-50 of~~ ~~Accounting Standards Codification ("ASC") 805, Business Combinations.~~March 31, 2022.

4.5. Accrued expenses

The following is a summary of ~~our~~ accrued expenses as of ~~September 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 (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 taxes 7,779 7,278
Accrued professional fees 2,839 4,102
Accrued other expenses 2,878 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, respectively. See “Transactions Involving Certain Fannie Mae Loans” disclosure below.


	March 31, 2023		December 31, 2022
Accrued payroll and employee benefits	$	14,187	$	13,795
Accrued interest	5,897		9,374
Accrued taxes	5,876		6,939
Accrued professional fees	3,571		3,179
Accrued other expenses	2,326		3,657
Total accrued expenses	$	31,857	$	36,944

1315

5.6. Notes Payable

Notes payable consists of the following (in thousands):


		Maturity Dates	September 30, 2022		December 31, 2021			Weighted average interest rate	Maturity Date	March 31, 2023		December 31, 2022
Fixed rate mortgage notes payable	Fixed rate mortgage notes payable	2024 to 2045	$	506,137	$	561,006	Fixed rate mortgage notes payable	4.6%	2024 to 2045	$	500,721	$	503,312
Fannie Mae mortgage notes payable (1)		2022	31,991		31,991
Fannie Mae 18 mortgage notes payable (1)							Fannie Mae 18 mortgage notes payable (1)			—		31,991
Variable rate mortgage notes payable (2)	Variable rate mortgage notes payable (2)	2026 to 2029	129,727		88,711		Variable rate mortgage notes payable (2)	5.9%	2026 to 2029	137,453		137,652
Notes payable - insurance	Notes payable - insurance	2023	1,395		3,483		Notes payable - insurance	5.6%	2023	800		1,724
Notes payable - other	Notes payable - other	2023	2,121		2,121		Notes payable - other	7.9%	2023	1,619		1,619
Total notes payable			$	671,371	$	687,312
Less: deferred financing costs, net			(5,436)		(4,201)
Notes payable, excluding deferred loan costs							Notes payable, excluding deferred loan costs			$	640,593	$	676,298
Deferred loan costs, net							Deferred loan costs, net			(4,719)		(5,267)
Total notes payable, net	Total notes payable, net		$	665,935	$	683,111	Total notes payable, net			$	635,874	$	671,031
Less: current portion			(46,137)		(69,769)
Less current portion (3)							Less current portion (3)			(81,151)		(46,029)
Total long-term notes payable, net	Total long-term notes payable, net		$	619,798	$	613,342	Total long-term notes payable, net			$	554,723	$	625,002

The following schedule ~~summarizing~~summarizes our notes payable as of ~~September 30, 2022~~March 31, 2023 (in thousands):


Principal payments due in:	Principal payments due in:			Principal payments due in:
2022 (1)		$	35,813
2023		15,054
2023 (4)				2023 (4)	$	80,081
2024	2024	152,155		2024	150,220
2025	2025	114,285		2025	76,031
2026	2026	155,919		2026	136,116
2027				2027	3,980
Thereafter	Thereafter	198,145		Thereafter	194,165
Total notes payable, excluding deferred financing costs		$	671,371
Total notes payable, excluding deferred loan costs				Total notes payable, excluding deferred loan costs	$	640,593

__________

(1) See ~~“Transactions Involving Certain~~“Foreclosure Proceedings on Fannie Mae ~~Loans”~~Loans (18 properties)” disclosure below.

(2) See Note 1214 for interest rate cap agreements on variable rate mortgage notes payable.

(3) March 31, 2023 includes $69.8 million aggregate outstanding principal due under the loans currently in default with Protective Life Insurance Company.

(4) See “Protective Life Insurance Company Non-recourse Mortgages” disclosure below.

As of ~~September 30, 2022,~~March 31, 2023, 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,~~March 31, 2023, one-month LIBOR and one-month SOFR were ~~3.2%~~ 4.9% and ~~3.0%~~4.9%, respectively, and the applicable margins were 2.14% and 3.50%, respectively.

As of ~~September 30, 2022,~~March 31, 2023, we had property and equipment with a net carrying value of ~~$599.2~~$599.8 million that is secured by outstanding notes ~~payable.~~payable, and two unencumbered properties with a net book value of $11.2 million which could provide a

source of liquidity from either sales proceeds or new debt.

2022 Mortgage Refinance

In 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 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 then 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 inclusive 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.

In conjunction with the Refinance Facility, the Company incurred costs of $2.2 million in March 2022. These costs, net of amortization of $0.6 million, are included in deferred loan costs as of March 31, 2023.

On December 13, 2022, the Company amended the Refinance Facility with Ally Bank by adding two additional subsidiaries of the Company as borrowers and mortgaging their communities. The amendment increased the principal by $8.1 million to $88.1 million. In conjunction with the amendment, the Company incurred costs of approximately $0.2 million in December 2022 that are included in deferred loan costs as of March 31, 2023 and will be deferred and amortized over the remaining life of the term loan.

The Refinance Facility also requires the financial performance of the ~~ten~~twelve communities to meet certain financial covenants, including a minimum debt service coverage ratio and a minimum debt yield (as defined in the Loan Agreement) with a first

measurement date as of June 30, 2022 and quarterly measurement dates thereafter. As of ~~September 30, 2022,~~March 31, 2023, we were in compliance with the financial covenants. We can provide no assurance that any financial covenants will be met in the future.

The ~~Refinancing~~Refinance Facility requires ~~that~~ the Company to purchase and maintain an interest rate cap facility during the term of the ~~Refinancing~~Refinance Facility. ~~The~~To comply with the lender’s requirement, the Company ~~is in process of obtaining the~~entered into an interest rate cap ~~facility~~agreement for an aggregate notional amount of $88.1 million in ~~compliance with the lender’s requirements.~~November 2022.

Notes Payable - Insurance

In ~~conjunction with the Refinancing Facility,~~December 2022, the Company ~~incurred costs~~renewed certain insurance policies and entered into a finance agreement totaling approximately $1.1 million. As of ~~$2.2~~March 31, 2023, the Company had finance agreements totaling $0.8 million, ~~in March 2022. These costs, net~~with fixed interest rates ranging from 4.75% to 5.60%, and weighted average rate of ~~amortization of $0.3 million, are included in deferred financing costs at September 30, 2022.~~5.59%, with principal amounts being fully repaid over a seven-month term.

~~The financing transaction generated a loss~~Foreclosure Proceedings 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 (18 properties)

The Coronavirus 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. During 2020, the Company entered into several loan forbearance agreements with the Federal National Mortgage Association (“Fannie Mae”). In July 2020, the Company elected not to pay $3.8 million on the loans for 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 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 had control of the properties in accordance 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~~continued to recognize the related debt and liabilities until the ~~debts are~~debt was formally released. ~~When these~~Once the debts ~~are~~were formally released, the net carrying value of the debts iswere derecognized and a gain on extinguishment of debt iswas recognized. ~~During the three and nine months ended September 30, 2021,~~As of December 31, 2022, Fannie Mae had completed the transition of legal ownership of ~~five and fourteen, cumulatively,~~16 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.~~properties.

~~As of September 30, 2022, two properties remain for which the legal ownership has not been transferred back to Fannie Mae. At both September 30, 2022 and December 31, 2021,~~On January 11, 2023, the Company included $31.8 million in outstanding debt in current portion of notes payable, net of deferred financing costs of $0.2 million. As September 30, 2022 and December 31, 2021, accrued interest related toreceived notice that the foreclosure sales conducted by Fannie Mae had successfully transitioned the remaining two properties ~~was $3.7 million and $2.7 million, respectively. As of September 30, 2022 and December 31, 2021,~~to new owners. This event relieved the Company ~~did not manage these properties (or any properties) on behalf~~ of the existing Fannie ~~Mae. Except~~Mae debt relating to the two properties. Accordingly, the Company recognized a total of $36.3 million for the ~~non-compliance with Fannie Mae mortgages~~gain on debt extinguishments for the quarter ended March 31, 2023. With the transition of these two remaining properties, ~~expected to transition back to~~the 18 total Fannie Mae ~~as noted above, the~~properties’ foreclosure was completed.

Protective Life Insurance Company ~~was in compliance with all other aspects of its outstanding indebtedness at September 30, 2022.~~Non-recourse Mortgages

During the first quarter of 2023, the Company elected to not make principal and interest payments due under certain non-recourse mortgage loan agreements with an aggregate outstanding principal amount of $69.8 million for four communities as of March 31, 2023. Therefore, the Company is in default on these loans, and has presented the total amount due as current notes payable on the condensed consolidated balance sheet. The Company is currently engaged in discussions with Protective Life Insurance Company (“Protective”), the lender of such debt, in order to resolve this matter.

Letters of Credit

The Company has letters of credit outstanding totaling $4.1 million as of March 31, 2023.

7. Redeemable Preferred Stock

In November 2021, the Company issued 41,250 shares of Series A Preferred Stock. The Series A Preferred Stock is 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.

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. If the Board does not declare a dividend in respect of any dividend payment date, the

amount of such accrued and unpaid dividend is added to the liquidation preference and compounds quarterly thereafter. ~~During the three months ended September 30, 2022,~~On March 31, 2023, the Board did not declare a dividend with respect to the Series A Preferred Stock, and accordingly, ~~$1.1~~$1.2 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.~~

7.8. Revenue

Revenue for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022 ~~and 2021~~ is comprised of the following components (in thousands):


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended March 31,
		2022		2021		2022		2021			2023		2022
Housing and support services	Housing and support services	$	51,703	$	48,249	$	151,854	$	138,709	Housing and support services	$	53,791	$	49,438
Community fees	Community fees	481		403		1,410		1,228		Community fees	479		453
Ancillary services	Ancillary services	301		316		838		882		Ancillary services	273		254
Other operating revenue (1)	Other operating revenue (1)	—		—		1,213		—		Other operating revenue (1)	2,063		689
Resident revenue	Resident revenue	52,485		48,968		155,315		140,819		Resident revenue	56,606		50,834
Management fees	Management fees	608		1,029		1,836		2,978		Management fees	505		628
Managed community reimbursement revenue	Managed community reimbursement revenue	7,694		7,927		21,757		33,317		Managed community reimbursement revenue	4,962		7,022
Total revenues	Total revenues	$	60,787	$	57,924	$	178,908	$	177,114	Total revenues	$	62,073	$	58,484

__________

(1) Other operating revenue consists of Provider Relief Funds received from state departments due to financial distress impacts of COVID-19. The Company intends to pursue additional funding that may become available in the future, but there is no guarantee of qualifying for, or receiving, any additional relief ~~funds in the future.~~funds.

Community fees, ancillary services, management fees, and community reimbursement revenue represent revenue from contracts with customers in accordance with GAAP.

9. Net Income (Loss) Per Share

Basic net income (loss) per share (“EPS”) is calculated by dividing net earnings by the weighted average number of common shares outstanding during the period. Potentially dilutive securities include warrants, Series A Preferred Stock, shares of restricted stock, restricted stock units and former employee stock options. Diluted EPS reflects the assumed exercise or conversion of all dilutive securities. The Series A Preferred Stock and restricted shares are considered participating securities for the purposes of the Company's EPS calculation.

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except for per share amounts):


	Three Months Ended March 31,
	2023		2022
Basic net (loss) income per common share calculation:
Net income (loss)	$	24,145	$	(16,678)
Less: Dividends on Series A Preferred Stock	(1,198)		(1,133)

Less: Undistributed earnings allocated to participating securities	(3,182)		—
Net income (loss) attributable to common stockholders	$	19,765	$	(17,811)
Weighted average shares outstanding — basic	6,855		6,341
Basic net income (loss) per share	$	2.88	$	(2.81)

Diluted net income (loss) per common share calculation:
Net income (loss) attributable to common stockholders	$	19,765	$	(17,811)
Weighted average shares outstanding — diluted	7,168		6,341
Diluted net income (loss) per share	$	2.76	$	(2.81)

The following weighted-average shares of securities were not included in the computation of diluted net income (loss) per common share as their effect would have been antidilutive:


	Three Months Ended March 31,
(shares in thousands)	2023	2022
Warrants	1,031	1,031
Series A Preferred Stock (if converted)	1,104	1,031
Restricted stock awards	190	218
Stock options	10	10
Total	2,335	2,290

10. Stock-Based Compensation

During the three months ended ~~September 30, 2022,~~March 31, 2023, the Company granted ~~restricted stock units and~~ restricted stock awards under the Company’s 2019 Omnibus Stock and Incentive Plan. Grants of restricted stock ~~units and~~ awards were as follows:


(in thousands, except weighted average amount)	(in thousands, except weighted average amount)	Restricted Stock Unit and Stock Award Grants	Weighted Average Grant Date Fair Value Per Share	Total Grant Date Fair Value		(in thousands, except weighted average amount)	Restricted Stock Awards	Weighted Average Grant Date Fair Value Per Share		Total Grant Date Fair Value
Three months ended September 30, 2022		30	20.39	$	246
Three months ended March 31, 2023						Three months ended March 31, 2023	274	$	8.42	$	2,303

The Company recognized ~~$(0.6)~~$0.9 million and ~~$0.6~~$1.8 million in stock-based compensation expense for the three months ended ~~September 30,~~March 31, 2023 and 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 for the nine months ended September 30, 2022 and 2021, respectively.~~

9.11. Commitments and Contingencies

As of ~~September 30, 2022,~~March 31, 2023, we had contractual commitments of ~~$7.0~~ $2.6 million related to future renovations and technology enhancements to our communities. We expect these amounts to be substantially expended during 2023.

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 impact on the condensed consolidated financial statements of the Company.

1619

~~10.~~12. Related Party Transactions

As of ~~September 30, 2022~~March 31, 2023, affiliates of Conversant Capital LLC owned approximately ~~57.9%~~56.5% 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~~See “Note 3– Significant Accounting Policies and Recently Issued Accounting Standards” and “Note 7– Redeemable 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.~~13. 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,~~March 31, 2023, we had an interest rate cap agreements with an aggregate notional value of ~~$50.3~~$138.4 million that ~~was~~were entered into oduring~~n March 1,~~ 2022. The fair value of ~~this interest rate cap~~these derivative assets as of ~~September 30, 2022~~March 31, 2023 was ~~$0.5~~$2.1 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.

Financial Instruments Not Reported at Fair Value

For those financial instruments not carried at fair value, the carrying amount and estimated fair values of our financial assets and liabilities were as follows ~~at September 30, 2022~~as of March 31, 2023 and December 31, ~~2021~~2022 (in thousands):

September 30, 2022 December 31, 2021
Carrying
Amount Fair Value Carrying
Amount Fair Value
Notes payable, excluding deferred financing costs $ 671,371 $ 585,731 $ 687,312 $ 636,836


	March 31, 2023				December 31, 2022
	Carrying Amount		Fair Value		Carrying Amount		Fair Value


Cash and cash equivalents	$	12,972	$	12,972	$	16,913	$	16,913
Restricted cash	12,174		$	12,174	13,829		13,829
Notes payable, excluding deferred loan costs	$	640,593	$	568,769	$	676,298	$	638,485

We believe the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, and accounts payable and accrued ~~liabilities~~expenses approximate fair value due to their short-term nature.

The fair value of notes payable, excluding deferred ~~financing~~loan costs, is estimated using discounted cash flow analysis, based on current incremental borrowing rates for similar types of borrowing arrangements, which represent Level 2 inputs as defined in ASC 820, Fair Value Measurement.

Assets 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,~~2022, the Company recorded a non-cash impairment ~~charges~~charge of ~~$6.5~~$1.6 million related to ~~property~~the management's commitment to a plan to sell the community shortly after the balance sheet date, and ~~equipment, net. The fair value of~~ the ~~impaired assets was $14.0 million at December 31, 2021. The fair value of~~agreed-upon selling price being below the ~~property and equipment, net was primarily determined utilizing an income capitalization approach considering stabilized facility operating income and market capitalization rates of 8.25%.~~ community's carrying amount. There were no impairment losses for the three ~~and nine~~ months ended ~~September 30, 2022 and September 30, 2021.~~March 31, 2023.

~~12.~~14. Derivatives and Hedging

The Company uses derivatives as part of our overall strategy to manage our exposure to market risks associated with the fluctuations in interest rates. We ~~may~~are also be required to enter into interest rate derivative instruments in compliance with certain debt agreements. We do not enter into derivative financial instruments for trading or speculative purposes.

On March 1, 2022, the Company entered into an interest rate cap transaction for an aggregate notional amount of $50.3 million to reduce exposure to interest rate fluctuations associated with ~~a portion~~certain of our variable mortgage notes payable. The interest rate cap agreement has a 24-month term and effectively caps LIBOR at 4.00% from March 1, 2022 through March 1, 2024 with respect to ~~the portion of our~~such floating rate indebtedness. In the event LIBOR is less than the capped rate, we will pay interest at the lower LIBOR ~~rate.~~rate plus the applicable margin. In the event LIBOR is higher than the capped rate, we will only pay interest at the capped rate of 4.00%. plus the applicable margin. The interest rate cap is not designated as a cash flow hedge under ASC

~~ASC~~

815-20, Derivatives - Hedging,, and therefore, all changes in the fair value of the instrument are captured as a component of interest expense in ~~the~~our condensed consolidated statements of operations.

On November 30, 2022, in order to comply with the lender’s requirements under the Ally Bank Refinance Facility, the Company entered into a SOFR-based interest rate cap transaction for an aggregate notional amount of $88.1 million at a cost of $2.4 million. The interest rate cap agreement has a 12-month term and effectively caps the interest rate of the SOFR portion of the Ally Bank debt at 2.25%. The interest rate cap is not designated as a hedge under ASC 815-20, Derivatives - Hedging, and therefore, all changes in the fair value of the instrument are included as a component of interest expense in our condensed consolidated statements of operations.

As of March 31, 2023, the entire balance of our outstanding variable-rate debt obligations was covered by the interest rate transactions entered into during 2022 to better manage our exposure to market risks associated with the fluctuations in interest rates.

The following table presents the fair values of derivative assets and liabilities in the condensed consolidated balance sheets (in thousands):


		September 30, 2022									March 31, 2023
		Derivative Asset				Derivative Liability					Derivative Asset				Derivative Liability
		Notional Amount		Fair Value		Notional Amount		Fair Value			Notional Amount		Fair Value		Notional Amount		Fair Value
Interest rate cap		$	50,260	$	464	$	—	$	—
Interest rate cap (LIBOR-based)										Interest rate cap (LIBOR-based)	$	50,260	$	460	$	—	$	—
Interest rate cap (SOFR-based)										Interest rate cap (SOFR-based)	88,125		1,671		—		—
Total derivative	Total derivative			$	464			$	—	Total derivative	138,385		2,131		—		—

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

Three months ended September 30, Nine months ended September 30,
2022 2021 2022 2021
Derivative not designated as hedge
Interest rate cap
Gain on derivative not designated as hedge included in interest expense 251 — 206 —

~~13. Subsequent Event~~

On August 9, 2022, the Company received a notice of intent from Welltower Victory II TRS LLC (“Welltower”) to transition management of its four properties that were under an interim management agreement. The transition was completed on October 20, 2022.



	Three months ended March 31,
	2023	2022
Derivative not designated as hedge
Interest rate cap
Loss on derivative not designated as hedge included in interest expense	(572)	—

1821

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This 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, including the following MD&A, contains forward-looking statements regarding future events or trends that should be read in conjunction with the risks, uncertainties and other factors described under “Cautionary Note Regarding Forward-Looking Statements” above in this Quarterly Report on Form 10-Q and “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021~~2022 filed with the SEC on ~~April 15, 2022.~~March 30, 2023, or “2022 Annual Report.” Actual results may differ materially from those projected in such statements as a result of such risks, uncertainties and other factors.

~~Critical Accounting Policies~~ Unless otherwise specified or where the context otherwise requires, references in this Report to “our,” “we,” “us,” “Sonida”, the “Company” and ~~Estimates~~

~~For a discussion of our critical accounting policies and estimates, please~~“our business” refer to ~~our Annual Report on Form 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.~~Sonida Senior Living, Inc., together with its consolidated subsidiaries.

Overview

The following discussion and analysis addresses (i) the Company’s results of operations for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ and (ii) liquidity and capital resources of the 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~~providing 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 generally 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 of their resident’s needs as they change over time. This continuum of care, which integrates independent living, assisted living, and memory care ~~which~~that 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, 2022,~~March 31, 2023, the Company operated 7672 senior housing communities in 18 states with an aggregate capacity of approximately 8,000 residents, including 62 owned senior housing communities and 1410 communities that we manage on behalf of third parties.

COVID-19 Pandemic

The United States broadly continues to recover from the pandemic caused by COVID-19, ~~pandemic~~which significantly disrupted the nation’s economy, the senior living industry, and the Company’s ~~business beginning in March 2020.~~business. The COVID-19 pandemic caused a decline in the occupancy levels at the Company’s communities, which negatively impacted the Company’s revenues and operating results, that 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 March 31, ~~2022~~,2023, all of the Company's senior living communities were open for new resident ~~move-ins, and the Company has continued to make progress to rebuild occupancy lost during the COVID-19 pandemic.~~move-ins. Although vaccines are now widely available, we cannot predict the duration of the ~~pandemic or its~~ ongoing impact of the pandemic 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 in reduced occupancy at such communities. During the three ~~month periods~~months ended ~~September 30,~~March 31, 2023 and 2022, ~~and 2021,~~ the Company incurred ~~$0.1 million~~$33 thousand and ~~$0.4 million, respectively, in direct costs related to the COVID-19 pandemic. During the nine months ended September 30, 2022 and 2021, the Company incurred $0.4 million and $1.7~~$0.2 million, respectively, in direct costs related to the COVID-19 pandemic.

In April 2022 and January 2021, the Company accepted $9.1 million and $8.7 million of cash, respectively, through grants from the Public Health and Social 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 mechanism 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 June 30, 2022 and 2021, respectively. No grants were received duringDuring the three months ended ~~September 30,~~March 31, 2023 and 2022, the Company received approximately $2.0 million and ~~September 30, 2021. The CARES Act~~ $0.7 million, respectively, in various relief funds received from state departments due to financial distress impacts of COVID-19, or (“Provider Relief ~~Funds are grants that do not have to be repaid provided we satisfy the terms and conditions of the CARES Act.~~

The Company 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. The Company repaid one-half of the deferral amount in December 2021 and the other half will become due on December 31, 2022. At September 30, 2022 and December 31, 2021, the Company had $3.7 million in deferred payroll taxes, which was included in accrued 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.Funds”). 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 continued impact that the COVID-19 pandemic will ultimately have on our business, results of operations, cash flow and liquidity, and our response efforts may delay or negatively impact our strategic initiatives, including plans for future growth.

Going Concern Uncertainty and Related Strategic Cash-Preservation Initiatives

We have taken, and continue to take, actions to improve our liquidity position and to address the uncertainty about our ability to continue 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 plans 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. In particular, if we are unable to extend or refinance our indebtedness prior to scheduled maturity dates, our liquidity and financial condition could be adversely impacted. Even if we are able to extend or refinance such indebtedness, the terms of the new financing may not be as favorable to us as the terms of the existing financing. If we become insolvent or fail to continue as a going concern, our common stock may become worthless.

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 12 months 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.

Strategic and Cash Preservation Initiatives

The Company has either taken, or intends to take, the following actions, among others, to improve its liquidity position and to address uncertainty about its ability to continue as a going concern:

•Upon its management team transition in September 2022, the Company promptly implemented new strategic and operational plans to accelerate margin recovery, including the following:

◦Design and execution of a comprehensive resident rate review program to align revenues with the significant increase in the operating cost environment.

◦Implementation of a global purchasing organization function to leverage scaled purchasing to lower unit operating costs.

◦Use of several internally developed and external programs to provide alternative mitigants to a challenging labor environment.

•We have adopted a comprehensive cash optimization strategy aimed at improving working capital management.

•The Company received approximately $2.0 million in various state grants during the quarter ended March 31, 2023, and has outstanding applications for additional grants not yet received.

While the Company’s plans are designed to provide it with adequate liquidity to meet its obligations for at least the 12-month period following the date its financial statements are issued, the remediation plan is dependent on conditions and matters that may be outside of the Company’s control, and no assurances can be given that certain options will be available on terms acceptable to the Company, or at all. Accordingly, management could not conclude that it was probable that the plans will mitigate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern. In addition, it is probable that the Company will not be able to comply with some of the financial covenants and other restrictions contained in our debt instruments, which would in turn trigger an event of default under our loan agreements. An event of default, subject to cure provisions in certain instances, would give the respective lenders the right to accelerate the related debt and to declare all amounts outstanding to be immediately due and payable, or foreclose on collateral securing the outstanding indebtedness. We cannot assure that we could pay these debt obligations if they became due prior to their stated dates.

The accompanying condensed 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 condensed 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.

Significant Financial and Operational Highlights

Operations

The Company derives its revenue primarily by providing senior living and healthcare services to seniors. During the quarter ended March 31, 2023, the Company generated resident revenue of approximately $56.6 million compared to resident revenue of approximately $50.8 million in the prior quarter ended March 31, 2022 representing an increase of approximately 11.4%. The increase in revenue was primarily due to increased occupancy, increased average rent rates, and the acquisition of two new communities in early 2022.

Weighted average occupancy for the three months ended ~~September 30, 2022~~March 31, 2023 and ~~2021~~2022 for the 6062 communities owned by the Company during both periods was ~~83.7%~~84.0% and ~~81.0%~~81.8%, respectively, reflecting continued occupancy ~~recovery.~~recovery following the onset of the COVID-19 pandemic. The average monthly rental rate for these communities for the ~~three months~~quarter ended ~~September 30, 2022~~March 31, 2023 was higher by ~~290~~960 basis points when compared to the ~~three months~~quarter 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 83.1% 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.~~

March 31, 2022.

During the three ~~and nine~~ months ended ~~September 30, 2022~~March 31, 2023, the Company continued to be impacted by the senior living industry's workforce challenges related to limited staff availability, which required the use of overtime, shift bonuses and contract labor to properly support our senior living communities and residents.

2022 Mortgage Refinance

In March 2022, the Company completed the refinancing of certain existing mortgage debt with Ally Bank (“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 in the lender's discretion to fund future growth initiatives. On December 13, 2022, the Company entered into an agreement with Ally Bank to amend the Refinance Facility by adding two additional subsidiaries of the Company (which own the two Indiana properties acquired during the first quarter of

2022) as borrowers and mortgaging their properties. The amendment increased the principal by $8.1 million to $88.1 million, with an additional $10 million still available as delayed loans that can be borrowed upon achieving and maintaining certain financial covenant requirements. See “Note 6–Notes Payable” in the Notes to Condensed Consolidated Financial Statements.

Other Significant Transactions

Foreclosure Proceedings on Fannie Mae Loans (18 properties)

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 ~~provided a limited payment guaranty (“Limited Payment Guaranty”) of 33%,~~concluded that ~~reduces~~it was no longer entitled to ~~25%~~receive any existing accounts receivable or revenue related to the properties, that all amounts held in escrow by Fannie Mae were forfeited, and ~~then to 10%,~~that the Company no longer had control of the ~~then outstanding balance~~properties in accordance with GAAP. Accordingly, the Company derecognized the net carrying value of the ~~Refinance Facility if~~properties and related assets from the financial statements and recorded a loss from the forbearance. The Company continued to recognize the related debt and liabilities until the debt was formally released. Once the debts were formally released, the net carrying value of the debts were derecognized and a gain on extinguishment of debt was recognized. As of December 31, 2022, Fannie Mae had completed the transition of legal ownership of 16 of the Company's properties.

On January 11, 2023, the Company ~~achieves certain financial covenants maintained over~~received notice that the ~~life~~foreclosure sales conducted by Fannie Mae had successfully transitioned the remaining two properties to new owners. This event relieved the Company of the ~~loan. As defined~~existing Fannie Mae debt relating to the two properties. Accordingly, the Company recognized a total of $36.3 million for the gain on debt extinguishments for the quarter ended March 31, 2023. With the transition of these two remaining properties, the 18 total Fannie Mae properties’ foreclosure that commenced in 2020 was completed.

Protective Life Insurance Company Non-recourse Mortgages

During the first quarter of 2023, the Company elected to not make principal and ~~required in the Limited Payment Guaranty,~~interest payments due under certain non-recourse mortgage loan agreements with an aggregate outstanding principal amount of $69.8 million for four communities as of March 31, 2023. Therefore, the Company is ~~required to maintain certain covenants including maintaining Tangible Net Worth of $150 million~~in default on these loans, and ~~Liquid Assets of at least $13 million, which is inclusive of a $1.5 million debt service reserve provided by~~has presented the ~~Company at~~total amount due as current notes payable on 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 meet certain financial covenants, including a minimum debt service coverage ratio and a minimum debt yield (as defined in the Loan Agreement) with a first measurement date as of June 30, 2022 and quarterly measurement dates thereafter. As of September 30, 2022, the Company was 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 one-month SOFR plus 3.50%, subject to a SOFR floor of 0.25% and a lower margin spread of 3.25% or 3.00% if the Company achieves and maintains certain financial covenants. The Refinancing Facility requires that the Company purchase and maintain an interest rate cap facility during the term of the Refinancing Facility.condensed consolidated balance sheet. The Company is currently engaged in ~~process~~discussions with Protective Life Insurance Company (“Protective”), the lender of ~~obtaining~~such debt, in order to resolve this matter.

Application of Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the ~~interest rate cap facility~~amounts reported in ~~compliance with~~ the ~~lender’s requirement.~~financial statements and accompanying notes. Actual results could differ from those estimates. For a discussion of our critical accounting policies and estimates, please refer to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. There have been no significant changes to our critical accounting policies since December 31, 2022.

Recent Accounting Guidance Adopted

See “Note 3– Summary of Significant Accounting Policies” in the Notes to Condensed Consolidated Financial Statements for a discussion of new accounting pronouncements and our assessment of any expected impact of these pronouncements, if known.

2025

Results of Operations

Three months ended ~~September 30, 2022~~March 31, 2023 as compared to three months ended ~~September 30, 2021~~

March 31, 2022

Revenues

Resident revenue for the three months ended ~~September 30, 2022~~March 31, 2023 was ~~$52.5~~$56.6 million as compared to ~~$49.0~~$50.8 million for the three months ended ~~September 30, 2021,~~March 31, 2022, an increase of ~~$3.5~~$5.8 million, or ~~7.2%~~11.4%. 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 three months ended ~~September 30, 2022~~March 31, 2023 decreased by ~~$0.4~~$0.1 million as compared to the three months ended ~~September 30, 2021,~~March 31, 2022, primarily as a result of managing fewer communities in ~~2022.~~2023.

Managed community reimbursement revenue for the three months ended ~~September 30, 2022~~March 31, 2023 was ~~$7.7~~$5.0 million as compared to ~~$7.9~~$7.0 million for the three months ended ~~September 30, 2021,~~March 31, 2022, representing a decrease of ~~$0.2~~$2.0 million. The decrease was primarily a result of ~~transitioning five Fannie Mae~~managing fewer communities ~~to other operators during the three-month period ended September 30, 2021.~~

in 2023.

Expenses

Operating expenses for the three months ended ~~September 30, 2022~~March 31, 2023 were ~~$43.1~~$43.8 million as compared to ~~$40.7~~$41.9 million for the three months ended ~~September 30, 2021,~~March 31, 2022, an increase of ~~$2.4~~$1.9 million, or ~~5.9%~~4.5%. The increase is primarily due to a ~~$2.6~~$1.3 million increase in labor and employee-related expenses and a ~~$0.4~~$0.6 million increase in utility costs ~~and a $0.3 million increase in food expenses,~~ ~~partially offset by the $1.0 million energy provider settlement from winter storm Uri expensed in Q3 2021.~~.

General and administrative expenses for the three months ended ~~September 30, 2022~~March 31, 2023 were ~~$5.9~~$7.1 million as compared to ~~$7.5~~$8.3 million for the three months ended ~~September 30, 2021,~~March 31, 2022, representing a decrease of ~~$1.6~~$1.2 million. This decrease is primarily due to a ~~$1.2~~$0.9 million decrease in stock-based compensation expense from prior ~~year~~quarter due to forfeiture credits in connection with executive personnel changes in ~~September~~ 2022, and a ~~$0.4~~$0.3 million net decrease in recurring corporate expenses.

Managed community reimbursement expense for the three months ended ~~September 30, 2022~~March 31, 2023 was ~~$7.7~~$5.0 million as compared to ~~$7.9~~$7.0 million for the three months ended ~~September 30, 2021,~~March 31, 2022, representing a decrease of ~~$0.2~~$2.0 million. The decrease was primarily a result of ~~transitioning of five Fannie Mae~~managing fewer communities ~~to other operators during the three-month period ended September 30, 2021.~~in 2023.

Interest expense for the three months ended ~~September 30, 2022~~March 31, 2023 was ~~$8.2~~$8.9 million as compared to ~~$9.7~~$7.6 million for the three months ended ~~September 30, 2021,~~March 31, 2022, representing a ~~decrease~~increase of ~~$1.5~~$1.3 million primarily 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 ~~was $54.1 million~~ for the three months ended ~~September 30, 2021.~~March 31, 2023 was $36.3 million. The ~~2021~~ gain related to the derecognition of notes payable and liabilities as a result of the transition of legal ownership of ~~five~~two communities to Fannie Mae, the holder of the related non-recourse debt.

~~Results of Operations~~

~~Nine months ended September 30, 2022 as compared to nine months ended September 30, 2021~~

~~Revenues~~

~~Resident revenue for the nine 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, primarily as a result of managing fewer communities in 2022.

Managed community reimbursement revenue 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 of 14 Fannie Mae communities to other operators during the nine-month period ended September 30, 2021.

~~Expenses~~

~~Operating expenses for the nine months ended September 30, 2022 were $126.6 million as compared to $115.0 million for the nine months ended September 30, 2021, an increase of $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 nine 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 $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 Company’s variable rate mortgages.

Loss on extinguishment of debt for the ~~nine~~three months ended ~~September 30,~~March 31, 2022 was ~~$0.6~~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 refinancing of debt in Q1 2022. The 2021 gain related to the ~~derecognition of notes payable and liabilities as a result of transition of legal ownership of fourteen communities to Fannie Mae, the holder of the related non-recourse debt.~~

~~Other income for the nine months ended September 30, 2022 and for the nine months ended September 30, 2021~~ ~~was $8.7 million. Both current year and prior year periods include cash received for CARES Act funding for healthcare-related expenses or lost revenues attributable to COVID-19.~~

~~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 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.~~

~~Investing activities~~

~~Net cash used in investing activities for the nine months ended September 30, 2022 was $30.7 million~~ ~~as compared to~~ ~~$7.1 million~~ f~~or the nine months ended September 30, 2021~~primarily 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 $6.6 million and primarily results from proceeds from notes payable, net of repayments.~~refinancing.

Liquidity and Capital Resources

~~Short-term~~In addition to approximately $13.0 million of unrestricted cash balances on hand as of March 31, 2023, our principal sources of liquidity are expected to be cash flows from operations, COVID-19 or related relief grants from various state agencies, proceeds from debt refinancings or loan modifications, and/or proceeds from the sale of owned assets. In March 2022 the Company completed the refinancing of certain existing mortgage debt, which was amended in December 2022. See "Note 6–Notes Payable" in the Notes to Condensed Consolidated Financial Statements.

~~Our primary source~~The Company has implemented plans, which include strategic and cash-preservation initiatives, designed to provide the Company with adequate liquidity to meet its obligations for at least the 12-month period following the date its first quarter 2023 financial statements are issued. While the Company’s plans are designed to provide it with adequate liquidity to meet its obligations for at least the 12-month period following the date its financial statements are issued, the remediation plan is dependent on conditions and matters that may be outside of ~~short-term~~the Company’s control, and no assurance can be given that certain options will be available on terms acceptable to the Company, or at all. If the Company is unable to successfully execute all of the planned initiatives or if the plan does not fully mitigate the Company’s liquidity ~~is our~~challenges, the Company’s operating plans and resulting cash flows along with its cash and cash equivalents and ~~results from operations. As of September 30, 2022, we had~~ ~~$27.0 million~~ of cash and cash equivalents excluding our restricted cash balance of $13.8 million. Due to the continued effects of the 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 impacted for at least the near-term. Our known liquidity requirements

~~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 Company was in compliance with such covenants. There is no assurance that the Company will be able to meet 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~~may not be sufficient to fund operations for the ~~CARES Act. As described above, these grants~~12-month period following the date the financial statements 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 fundsissued. See “Note 2–Going Concern Uncertainty" in the ~~future, and we do not consider this~~Notes to ~~be a significant source of liquidity in the future. In addition, the Company has historically received and is eligible for funding in connection with various state programs.~~

Condensed Consolidated Financial Statements.

~~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.

~~In connection with the refinancing transaction in March 2022, the Company was 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 additional uncommitted $40 million may be available to fund future growth initiatives. Th~~ere is no assurance that we will be able to meet these financial covenant requirements.~~

~~As discussed~~Recent changes in ~~“Note 5. Notes Payable”~~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 ~~condensed consolidated financial statements,~~Company’s properties more difficult or on terms not acceptable to the ~~Company has scheduled maturities~~Company. The Company’s actual liquidity and capital funding requirements depend on numerous factors, including its operating results, its capital expenditures for community investment, and general economic conditions, as well as other factors described in “Item 1A. Risk Factors” of ~~debt coming~~our 2022 Annual Report.

In summary, the Company’s cash flows were as follows (in thousands):


	Three Months Ended March 31,
	2023		2022
Net cash provided by (used in) operating activities	3,249		(690)
Net cash used in investing activities	(5,086)		(17,924)
Net cash used in financing activities	(3,759)		(13,434)
Decrease in cash and cash equivalents	$	(5,596)	$	(32,048)

Operating activities

Net cash provided by operating activities for the three months ended March 31, 2023 was $3.2 million as compared to net cash used in operating activities of $0.7 million for the three months ended March 31, 2022, an increase of $3.9 million. The increase is primarily due to improved operations, as well as grants of $2.0 million in the ~~next five years and thereafter. The Company currently expects~~first quarter of 2023 from Provider Relief Funds received from state departments due to ~~be able~~financial distress impacts of COVID-19, as compared to ~~meet those maturities from~~grants of $0.7 million in the first quarter of 2022.

Investing activities

Net cash ~~on hand,~~used in investing activities for the three months ended March 31, 2023 was $5.1 million as compared to $17.9 million for the three months ended March 31, 2022 ~~future operations and future refinancings. The Refinance Facility matures~~primarily due to the acquisition of two new communities during the quarter ended March 31, 2022 for $12.3 million. In addition, capital expenditures for the three months ended March 31, 2023 include approximately $2.0 million related to rebuild activities from Winter Storm Elliott, of which we anticipate receiving approximately $1.1 million 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 refinancings will be comparable or satisfactory compared to our current loans.~~reimbursements from insurance policies.

Financing activities

Net cash used in financing activities for the three months ended March 31, 2023 was $3.8 million primarily due to repayments of notes payable. The net cash used in financing activities for the three months ended March 31, 2022 was $13.4 million primarily due to repayments of notes payable in conjunction with the debt refinancing that occurred during the period and $0.7 million of dividends paid to Series A Preferred Stockholders.

The Company has unencumbered properties with a net book value of $23.6 million as of September 30, 2022, which could provide a source of liquidity from new debt. In the near term, the Company intends to finance the two Indiana communities purchased in Q1 2022.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Effectiveness of Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“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 CFO as appropriate, to allow timely decisions regarding required disclosure.

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 ~~April 15, 2022,~~March 30, 2023, the Company’s CEO and CFO 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, 2022~~March 31, 2023 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,~~ our 2022 Annual Report on Form 10-K for the year ended December 31, ~~2021, and for~~2022, which was filed with the ~~quarters ended~~SEC on March ~~31, 2022 and June~~ 30, ~~2022,~~2023, we identified a material weakness in our internal control over financial reporting. Due to challenges in hiring and maintaining necessary accounting staffing levels, this material weakness has not been remediated as of ~~September 30, 2022,~~March 31, 2023, 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. 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. Based on the current remediation plan, we expect to have implemented the remediation process, including developing and maintaining appropriate management review and process level controls, by the end of the fourth quarter of ~~2022.~~2023. 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.

2428

Part II. OTHER INFORMATION

Item 1. 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.

There have been no material changes to the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following information is provided pursuant to Item 703 of Regulation S-K. The information set forth in the table below reflects the common stock purchased by the Company for the quarter ended ~~September 30, 2022:~~March 31, 2023:


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~~January 1 – ~~July~~January 31, ~~2022~~2023	—	—	—	6,570,222
~~August~~February 1 – ~~August 31, 2022~~February 28, 2023	—	—	—	6,570,222
~~September~~March 1 – ~~September 30, 2022~~March 31, 2023	—	—	—	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. All shares that have been acquired by the Company under this program were purchased in open-market transactions. The Company may evaluate whether to acquire additional shares of common stock under this program at its discretion.

Item 3. Defaults upon Senior Securities

~~Not applicable.~~As of March 31, 2023, the Company was in default for non-compliance on its required debt service payments under non-recourse mortgage loan agreements with Protective Life for four communities. As of March 31, 2023, we had $69.8 million outstanding under such loan agreements and an additional $48.7 million outstanding under other loan agreements on six communities with Protective Life, for which we were not in default as of March 31, 2023.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

2529

Item 6. 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 Exhibit 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 Exhibit 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 Exhibit 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~~						~~Amendment to Employment Agreement, by and between SonidaSenior Living, Inc. and Brandon Ribar (Incorporated by reference to Exhibit 10.1 to the Company’s CurrentReport on Form 8-K, filed by the Company with the Securities and Exchange Commission on August 5,2022.)~~

31.1*						Certification of Principal 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*						Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*						Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*						The following materials from the Company’s Quarterly Report on Form 10-Q for the three months ended ~~September 30, 2022~~March 31, 2023 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Shareholders’ Equity (Deficit) and (v) related notes.

104*						Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.

2630

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.

Sonida Senior Living, Inc

(Registrant)


By:			/s/ BRANDON M. RIBAR
			Brandon M. Ribar
			President and Chief Executive Officer
			(Principal Executive Officer)
			Date: ~~November 14, 2022~~May 11, 2023


By:			/s/ KEVIN J. DETZ
			Kevin J. Detz
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)
			Date: ~~November 14, 2022~~May 11, 2023

2731


	September 30, 2022				December 31, 2021
	Carrying Amount		Fair Value		Carrying Amount		Fair Value


Notes payable, excluding deferred financing costs	$	671,371	$	585,731	$	687,312	$	636,836