snda-20250630

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 June 30, 2025


☐			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.)


14755 Preston Road, Suite 810, Dallas, Texas						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 August 7, 2025, the Registrant had 18,823,108 shares of common stock outstanding.

Sonida Senior Living, Inc.

Form 10-Q Table of Contents

For the Period Ended June 30, 2025


			Page Number
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets — June 3 0 , 2025 (Unaudited) and December 31, 2024			5
Condensed Consolidated Statements of Operations — Three and Six Months Ended June 3 0 , 2025 and 2024 (Unaudited)			6
Condensed Consolidated Statements of Changes in Equity (Deficit) — Three and Six Months Ended June 3 0 , 2025 and 2024 (Unaudited)			7
Condensed Consolidated Statements of Cash Flows — Six Months Ended June 3 0 , 2025 and 2024 (Unaudited)			8
Notes to Condensed Consolidated Financial Statements (Unaudited)			9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 3. Quantitative and Qualitative Disclosures About Market Risk			33
Item 4. Controls and Procedures			33
Part II. Other Information			35
Item 1. Legal Proceedings			35
Item 1A. Risk Factors			35
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			35
Item 3. Defaults Upon Senior Securities			35
Item 4. Mine Safety Disclosures			35
Item 5. Other Information			35
Item 6. Exhibits			36
Signatures			38

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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact 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 year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2025, as well as “Item. 1A. Risk Factors” in this Quarterly Report on Form 10-Q, and also include the following:

•the Company’s ability to generate sufficient cash flows from operations, proceeds from equity issuances and debt financings, and proceeds from the sale of assets to satisfy its short- and long-term debt obligations and to fund the Company’s acquisitions and capital improvement projects to expand, redevelop, and/or reposition its senior living communities;

•elevated 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 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 immigration and 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, including the possibility that the expected benefits and the Company’s projections related to such acquisitions may not materialize as expected;

•the risk of oversupply and increased competition in the markets which the Company operates;

•the Company’s ability to improve and maintain internal 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 cost and difficulty of complying with applicable licensure, legislative oversight, or regulatory changes;

•changes in reimbursement rates, methods or timing of payment under government reimbursement programs, including Medicaid;

•risks associated with current global economic conditions and general economic factors such as elevated labor costs due to shortages of medical and non-medical staff, competition in the labor market, increased costs of salaries, wages and benefits, and immigration laws, the consumer price index, commodity costs, fuel and other energy costs, supply chain disruptions, increased insurance costs, tariffs, elevated interest rates, and tax rates;

•the impact from or the potential emergence and effects of a future epidemic, pandemic, outbreak of infectious disease or other health crisis;

•the Company’s ability to maintain the security and functionality of its information systems, to prevent a cybersecurity attack or breach, and to comply with applicable privacy and consumer protection laws, including HIPAA; 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)


	June 30, 2025		December 31, 2024
	(unaudited)
Assets:
Current assets
Cash and cash equivalents	$	14,053	$	16,992
Restricted cash	19,644		22,095
Accounts receivable, net of allowance for credit losses of $8.8 million and $7.9 million, respectively	23,153		18,965

Prepaid expenses and other assets	5,917		4,634
Derivative assets	684		1,403

Total current assets	63,451		64,089
Property and equipment, net	750,261		739,884

Investment in unconsolidated entity	9,839		10,943
Intangible assets, net	23,573		24,526
Other assets, net	2,648		2,479
Total assets (a)	$	849,772	$	841,921
Liabilities:
Current liabilities
Accounts payable	$	6,533	$	9,031
Accrued expenses	43,077		45,024
Current portion of debt, net of deferred loan costs	17,724		15,486
Deferred income	6,631		5,361
Federal and state income taxes payable	130		243
Other current liabilities	488		470



Total current liabilities	74,583		75,615
Long-term debt, net of deferred loan costs	660,163		635,904

Other long-term liabilities	1,260		793
Total liabilities (a)	736,006		712,312
Commitments and contingencies (Note 12)
Redeemable preferred stock:
Series A convertible preferred stock, $0.01 par value; 41 shares authorized, 41 shares issued and outstanding as of June 30, 2025 and December 31, 2024	51,249		51,249
Equity:
Sonida’s shareholders’ equity:
Preferred stock, $0.01 par value:
Authorized shares - 15,000 as of June 30, 2025 and December 31, 2024; none issued or outstanding, except Series A convertible preferred stock as noted above	—		—
Common stock, $0.01 par value:
Authorized shares - 30,000 as of June 30, 2025 and December 31, 2024; 18,863 and 18,992 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	189		190
Additional paid-in capital	490,820		491,819
Retained deficit	(434,316)		(420,224)
Total Sonida shareholders’ equity	56,693		71,785
Noncontrolling interest:	5,824		6,575
Total equity	62,517		78,360
Total liabilities, redeemable preferred stock and equity	$	849,772	$	841,921

(a) The condensed consolidated balance sheets include the following amounts related to our consolidated Variable Interest Entity (VIE): $2.3 million and $5.0 million of Cash and cash equivalents; $1.9 million and $1.5 million of Restricted cash; $0.3 million and $0.3 million of Accounts receivable, net; and $28.0 million and $27.8 million of Property and equipment, net; $3.7 million and $4.7 million of Intangible assets, net; $2.4 million and $5.4 million of Accounts payable; $0.8 million and $0.9 million of Accrued expenses; $0.3 million and $0.2 million of Deferred income; $21.3 million and $21.3 million of Debt, net of deferred loan costs; and $0.2 million and $0.2 million of Other long-term liabilities as of June 30, 2025 and December 31, 2024, respectively.

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 June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenues:
Resident revenue	$	81,845	$	63,108	$	161,100	$	123,845
Management fees	1,134		720		2,195		1,314
Managed community reimbursement revenue	10,546		6,379		22,153		12,486
Total revenues	93,525		70,207		185,448		137,645
Expenses:
Operating expense	61,420		45,981		121,834		92,298
General and administrative expense	9,729		8,713		18,201		15,525
Transaction, transition and restructuring costs	461		465		1,071		864
Depreciation and amortization expense	13,646		10,067		27,332		20,002

Managed community reimbursement expense	10,546		6,379		22,153		12,486
Total expenses	95,802		71,605		190,591		141,175
Other income (expense):
Interest income	986		387		1,228		526
Interest expense	(9,271)		(8,964)		(18,717)		(17,555)


Gain on extinguishment of debt, net	—		—		—		38,148

Loss from equity method investment	(383)		(35)		(713)		(35)
Other income (expense), net	9,063		253		8,513		(226)
Income (loss) before provision for income taxes	(1,882)		(9,757)		(14,832)		17,328
Provision for income taxes	(91)		(59)		(166)		(125)
Net income (loss)	(1,973)		(9,816)		(14,998)		17,203
Less: Net loss attributable to noncontrolling interests	410		—		906		—
Net income (loss) attributable to Sonida shareholders	(1,563)		(9,816)		(14,092)		17,203

Dividends on Series A convertible preferred stock	(1,409)		—		(2,818

SEC Form 10-Q filed by Sonida Senior Living Inc.