SONIDA SENIOR LIVING, INC.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
SNDA$32.78-3.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-11.
0001043000-25-000072
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001043000-25-000087
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 81 previous paragraphs and 107 current paragraphs.
25 unchanged; 25 reworded; 56 added; 30 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 1 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (56)
Current report
Recent Acquisitions and Community Held for Sale
Current report
The Jasper Acquisition
Current report
In September 2025, the Company acquired one senior living community located in Mansfield, Texas for a purchase price of $15.6 million plus transaction costs of $0.1 million. The asset acquisition was recorded at relative fair value. The Company recorded $14.2 million in “Property and equipment, net” for tangible assets purchased and $1.5 million in “Intangible assets, net” for in-place leases in the Company’s condensed consolidated balance sheets. The Mansfield property was added to our borrowing base for the senior secured revolving credit facility, giving a revised total of 14 communities securing our credit facility. See “Senior Secured Revolving Credit Facility” below.
Current report
As of September 30, 2025, the Company is in negotiations to sell one of its communities, which is expected to close in the next six months, subject to customary closing conditions. In the three months ended September 30, 2025, the community was classified as held for sale and the Company recorded an impairment charge of $4.7 million for the excess of its carrying value over its estimated fair value less estimated disposal costs. This charge was reported on impairment of assets held for sale on the condensed consolidated statement of operations. See “Note 3–Invest ments, Acquis itions and Assets Held for Sale” in the Notes to Condensed Consolidated Financial Statements.
Current report
Strategic Merger Agreement with CHP
Current report
On November 4, 2025, the Company entered into a definitive agreement and plan of merger (the “Merger Agreement”) with CNL Healthcare Properties, Inc., (“CHP”) and its affiliates, a public non-traded real estate investment trust which owns a national portfolio of 69 high-quality senior housing communities. Under the terms of the Merger Agreement, Sonida will acquire 100% of the outstanding common stock of CHP in a stock and cash transaction valued at approximately $1.8 billion, which equates to $6.90 per share of CHP, with approximately 66% of the consideration expected to be in the form of newly issued Sonida common stock and 34% in cash. Specifically, each share of CHP common stock will be converted into $2.32 in cash and a number of shares of Sonida common stock, determined by dividing (a) $4.58 by (b) the volume weighted average price (“VWAP”) of Sonida common stock during a measurement period prior to closing of the transaction and subject to a collar of 15% below the Transaction Reference Price and 30% above the Transaction Reference Price.
Current report
The merger currently is expected to close late in the first quarter or early in the second quarter of 2026, subject to customary closing conditions, including the approval of both Sonida and CHP shareholders. See “Note 17–Subsequent Event” in the Notes to Condensed Consolidated Financial Statements.
Current report
2025 Mortgage Loan
Current report
The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes, which are included in “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q. The results of operations for any particular period are not necessarily indicative of results for any future period.
Current report
We use the operating measures described below in connection with operating and managing our business and reporting our results of operations.
Current report
Same-Store/Same-Store Community Portfolio is defined by the Company as communities that are consolidated, wholly or partially owned, and operational for the full year in each year beginning as of January 1st of the prior year. Consolidated communities excluded from the same-store community portfolio include the Acquisition Community Portfolio, Repositioning Portfolio, and certain communities that have experienced a casualty event that has significantly impacted their operations. Our management uses same-store community operating results and data for decision making and components of executive compensation, and we believe such results and data provide useful information to investors, because it enables comparisons of revenue, expense, and other operating measures for a consistent portfolio over time without giving effect to the impacts of communities that were not consolidated and operational for the comparison periods, communities acquired or disposed during the comparison periods (or planned for disposition).
Current report
Acquisition Community Portfolio is defined by the Company as communities that are wholly or partially owned, acquired in the current year or prior comparison year, and are not operational in both comparison years. An operational community is defined as a community that has maintained its certificate of occupancy and has made at least 80% of its wholly owned or partially owned units available for five consecutive quarters.
Current report
Repositioning Portfolio is defined by the Company as communities that are wholly or partially owned, and have undergone or are undergoing strategic repositioning as a result of significant changes in the business model, care offerings, and/or capital re-investment plans, that in each case, have disrupted, or are expected to disrupt, normal course operations. These communities will be included in the Same-Store Community Portfolio once operating under normal course operating structures for the full year in each year beginning as of January 1st of the prior year.
Current report
Community Operating Expense is a financial measure not calculated in accordance with GAAP. It is defined by the Company as community operating expenses excluding casualty loss, non-recurring settlement fees, non-income tax and non-property tax. Please see “—Non-GAAP Financial Measures” below for more information.
Current report
RevPAR, or average monthly revenue per available unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of available units in the corresponding portfolio for the period, divided by the number of months in the period. Our management uses RevPAR for decision making and components of executive compensation, and we believe the measure provides useful information to investors, because the measure is an indicator of senior housing resident fee revenue performance that reflects the impact of both senior housing occupancy and rate.
Current report
RevPOR, or average monthly revenue per occupied unit, is defined by the Company as resident revenue for the period, divided by the weighted average number of occupied units in the corresponding portfolio for the period, divided by the number of months in the period. Our management uses RevPOR for decision making, and we believe the measure provides useful information to investors, because it reflects the average amount of resident revenue we derive from an occupied unit per month without factoring occupancy rates. RevPOR is a significant driver of our senior housing revenue performance.
Current report
Weighted Average Occupancy reflects the percentage of units at our owned communities being utilized by residents over a reporting period. We measure occupancy rates on both a consolidated community portfolio basis and a same-store community portfolio basis. Our management uses weighted average occupancy, and we believe the measure provides useful information to investors, because it is a significant driver of our resident revenue performance.
Current report
This section includes the non-GAAP performance measure Adjusted EBITDA. See “—Non-GAAP Financial Measures” below for our definition of the measure and other important information regarding such measure, including reconciliations to the most comparable measure in accordance with GAAP.
Current report
Summary Operating Results
Current report
The following table summarizes our overall operating results for the three months ended September 30, 2025 and 2024:
Current report
(1)See “Non-GAAP Financial Measures.”
Current report
The following table summarizes our segment data for the three months ended September 30, 2025 and 2024, including operating results and data on a same-store community portfolio basis.
Current report
(1)Q3 2025 and Q3 2024 excludes casualty loss, non-recurring settlement fees, non-income tax and non-property tax of $1.3 million and $0.6 million, respectively.
Current report
(2)Excludes four unconsolidated communities.
Current report
(3)Excludes four unconsolidated communities, six repositioning communities, and 19 newly acquired communities.
Current report
The increase in resident revenue was primarily attributable to an additional 19 operating communities acquired during 2024 and 2025, and a 4.7% increase in same-store average rent rates, comprised of a 5.4% increase in same-store portfolio RevPOR and a 60 basis point increase in same-store weighted average occupancy.
Current report
The increase in community operating expense was primarily attributable to an increase in operating expenses related to the 19 additional communities acquired during 2024 and 2025, and a 6.5% increase in same-store community operating expense primarily resulting from increases in labor, service contracts and other expense.
Current report
The increase in net loss was primarily attributable to the increase in community operating expense, an increase in transaction, transition and restructuring costs, and an increase in depreciation and amortization expense, partially offset by the increase in resident fees.
Current report
The increase in Adjusted EBITDA was primarily attributable to new communities added during the year and an increase in resident fees, partially offset by the increase in community operating expense.
Current report
Expenses and Other
Current report
During the three months ended September 30, 2025, the Company recorded non-cash impairment charges of $4.7 million to property and equipment, net to adjust the carrying value of a community classified as held for sale to its fair value, net of estimated disposal costs.
Current report
Nine months ended September 30, 2025 as compared to nine months ended September 30, 2024
Current report
Summary Operating Results
Current report
The following table summarizes our overall operating results for the nine months ended September 30, 2025 and 2024.
Current report
(1)See “Non-GAAP Financial Measures.”
Current report
The following table summarizes our segment data for the nine months ended September 30, 2025 and 2024, including operating results and data on a same-store community portfolio basis.
Current report
(1)Q3 2025 YTD and Q3 2024 YTD excludes casualty loss, non-recurring settlement fees, non-income tax and non-property tax of $3.4 million and $1.6 million, respectively.
Current report
(2)Excludes four unconsolidated communities.
Current report
(3)Excludes four unconsolidated communities, 6 repositioning communities, and 19 newly acquired communities.
Current report
The increase in resident revenue was primarily attributable to 19 additional communities acquired during 2024 and 2025, and a 6.0% increase in average rent rates, comprised of a 4.9% increase in same-store portfolio RevPOR and a 90 basis point increase in same-store weighted average occupancy.
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Removed paragraphs (30)
Previous report
Recent Acquisitions
Previous report
Texas Purchase and Sale Agreement
Previous report
In July 2025, the Company signed a purchase and sale agreement for one community located in Texas with a purchase price of $15.6 million. The acquisition is contingent upon customary closing conditions.
Previous report
Recent Investments
Previous report
Investment in Consolidated VIE
Previous report
In July 2024, the Company entered into two joint ventures (collectively, the “Palatine JVs”) with affiliates of Palatine Capital Partners, which acquired four senior living communities located in Texas (3) and Georgia (1). The Company is a 51% owner in the joint ventures. The noncontrolling interest of the Palatine JVs is reported on the noncontrolling interest line items in the Company’s condensed consolidated financial statements.
Previous report
Investment in Stone Unconsolidated Entities
Previous report
In May 2024, Stone JV LLC (“Stone JV”) purchased four communities in the Midwest. KZ Stone Investor LLC is the controlling managing member of the Stone JV and owned 67.29% of the entity as of June 30, 2025. Sonida owned a 32.71% noncontrolling interest in the Stone JV as of June 30, 2025. Sonida operates the four communities for a management fee based on the gross revenues of the applicable communities, as well as an incentive management fee based on earnings before interest, taxes, depreciation, amortization, rent, and management fees, and other customary terms and conditions.
Previous report
The Company has evaluated its investment in the Stone JV under ASC 810 and determined that it does not have the power to direct the activities of the VIE that most significantly impact its economic performance and is not the primary beneficiary of the VIE. The Company's interests in the VIE are, therefore, accounted for under the equity method of accounting. The carrying amount of the Company's investment in the unconsolidated venture and maximum exposure to loss as a result of the Company's ownership interest in the Stone JV was $9.8 million as of June 30, 2025, which is included in investment in unconsolidated entity on the accompanying condensed consolidated balance sheet. For the six months ended June 30, 2025, the Company received a return of investment of $0.4 million in its unconsolidated entity.
Previous report
The Company evaluates the realization of its investment in unconsolidated entities accounted for using the equity method if circumstances indicate the Company's investment is other than temporarily impaired. For the three and six months ended June 30, 2025, there were no impairments.
Previous report
2024 Fannie Mae Loan Modifications
Previous report
In December 2024, the Company and certain of its subsidiaries entered into an Omnibus Amendment to Multifamily Loan and Security Agreements (the “Omnibus Amendment”) with Federal National Mortgage Association (“Fannie Mae”). The Omnibus Amendment amended the terms of each of the loan agreements (each, a “2024 Loan Agreement” and collectively, the “2024 Loan Agreements”) relating to 18 of the Company’s 37 senior living communities encumbered by mortgage agreements with Fannie Mae to, among other things, extend the maturity dates of each 2024 Loan Agreements from December 1, 2026 to January 1, 2029 in exchange for $10.0 million of scheduled principal paydowns on the 2024 Loan Agreements, which included a $2.0 million paydown made at closing and a series of payments of $2.0 million, $3.0 million and $3.0 million due in November 2025, 2026 and 2027, respectively.
Previous report
2024 Loan Repurchase and Ally Term Loan Expansion
Previous report
In February 2024, the Company purchased $74.4 million of its outstanding indebtedness it owed to one of its previous lenders, which was secured by seven of the Company’s senior living communities for a purchase price of $40.2 million (plus the reimbursement of certain amounts advanced to the Company by such lender) (such transaction, the “2024 Loan Purchase”). The 2024 Loan Purchase was funded by expanding the Company’s then existing loan facility with Ally by $24.8 million (“Ally Third Amendment”) and proceeds from the issuance of common stock. The 2024 Loan Purchase and Ally financing closed in February 2024, reduced notes payable by $49.6 million, and resulted in a gain on debt extinguishment, net totaling $38.1 million for the six months ended June 30, 2024. The Company incurred deferred loan costs of $0.5 million as part of the Ally financing that are amortized over the loan term. As part of the Ally Third Amendment, the Company expanded its current interest rate cap to include the additional borrowing at a cost of $0.6 million and increased the monthly interest rate cap reserve (“IRC Reserve”) held by Ally to match the notional amount required under the increased obligation. The expanded Ally debt facility is secured by six of the Company’s senior living communities involved in the transaction.
Previous report
2024 Ally Loan Amendment
Previous report
On May 22, 2024, the Company executed an amendment (“Ally Fourth Amendment”) to the Ally term loan agreement. Ally successfully syndicated a portion of its total term loan commitment to Cross River Bank. Following the syndication, Ally and Cross River Bank owned 67.5% and 32.5%, respectively, of the outstanding principal balance. As each lender loans a specific amount to the debtor and has the right to repayment from the debtor this transaction is considered a loan syndication and the guidance in ASC 470-50 was applied to the modified loans on a creditor-by-creditor basis. As Ally Bank was the sole lender prior to the syndication, there is no change in the allocation of deferred loan costs, and they will continue to be amortized over the loan term. As part of the syndication, the IRC Reserve spread moved from 2.3% to 3.0%, capping the total interest at 6.5% on the Ally term loan. The Ally Fourth Amendment allows the Company the option to extend the Ally debt maturity by 12 months from March 2026 to March 2027, which the Company currently intends to exercise.
Previous report
Revenues
Previous report
Resident revenue for the three months ended June 30, 2025 was $81.8 million as compared to $63.1 million for the three months ended June 30, 2024, representing an increase of $18.7 million, or 29.6%. The increase in revenue was primarily due to increased average rent rates, and 18 additional operating communities acquired during 2024 and 2025 (including one unoccupied community).
Previous report
Managed community reimbursement revenue for the three months ended June 30, 2025 was $10.5 million as compared to $6.4 million for the three months ended June 30, 2024, representing an increase of $4.1 million, or 64.1%. The increase was primarily a result of managing one more third-party community as compared to prior period.
Previous report
Expenses
Previous report
Operating expenses for the three months ended June 30, 2025 were $61.4 million as compared to $46.0 million for the three months ended June 30, 2024, representingan increase of $15.4 million, or 33.5%. The increase was attributable to $12.5 million in operating expenses related to the 18 additional communities acquired during 2024 and 2025 (including one unoccupied community acquired on December 31, 2024), and an increase of $2.9 million in operating expenses related to the remaining owned communities, driven by a $2.2 million increase in labor and $0.7 million increase in other operating expenses.
Previous report
Managed community reimbursement expense for the three months ended June 30, 2025 was $10.5 million as compared to $6.4 million for the three months ended June 30, 2024, representing an increase of $4.1 million or 64.1%. The increase was primarily a result of managing one more third-party community for the three months ended June 30, 2025 as compared to the prior period.
Previous report
Six months ended June 30, 2025 as compared to six months ended June 30, 2024
Previous report
Revenues
Previous report
Resident revenue for thesix months ended June 30, 2025 was $161.1 million as compared to $123.8 million for thesix months ended June 30, 2024, representing an increase of $37.3 million, or 30.1%. Theincrease in revenue was primarily due to increased average rent ratesand 18 additional operating communities acquired during 2024 and 2025 (including one unoccupied community).
Previous report
Management fee revenue for the six months ended June 30, 2025 increased by $0.9 million as compared to the six months ended June 30, 2024, primarily as a result of managing one more third-party community as compared to the prior period.
Previous report
Managed community reimbursement revenue for the six months ended June 30, 2025 was $22.2 million as compared to $12.5 million for the six months ended June 30, 2024, an increase of $9.7 million or 77.6%. The increase was primarily a result of managing more communities in the six months ended June 30, 2025 as compared to the prior period.
Previous report
Expenses
Previous report
Operating expenses for thesix months ended June 30, 2025 were$121.8 million as compared to$92.3 million for thesix months ended June 30, 2024, representingan increase of$29.5 million, or 32.0%. The increase was attributable to $24.0 million in operating expenses related to the 18 additional communities acquired during 2024 and 2025 (including one unoccupied community acquired on December 31, 2024), $0.6 million for the repositioning communities and an increase of $4.9 million in operating expenses related to the remaining owned communities, driven by a $3.3 million increase in labor and $1.6 million increase in other operating expenses.
Previous report
Managed community reimbursement expense for the six months ended June 30, 2025 was $22.2 million as compared to $12.5 million for the six months ended June 30, 2024, an increase of $9.7 million or 77.6%. The increase was primarily a result of managing more communities in the six months ended June 30, 2025 as compared to the prior period.
Reworded paragraphs (25)
Previous wording
The following discussion and analysis addresses (i) the Company’s results of operations for the three and six months ended June 30, 2025 and 2024, and (ii) liquidity and capital resources of the Company.
Current wording
The following discussion and analysis addresses (i) the Company’s results of operations for the three and nine months ended September 30, 2025 and 2024, and (ii) liquidity and capital resources of the Company.
Previous wording
As of June 30, 2025, the Company owned, managed, or invested in 96 senior housing communities in 20 states with an aggregate capacity of approximately 10,150 residents, including 83 owned senior housing communities (including four through joint venture investments in consolidated entities, four owned through a joint venture investment in an unconsolidated entity, and one unoccupied) and 13 communities that the Company manages on behalf of a third party.
Current wording
As of September 30, 2025, the Company owned, managed, or invested in 97 senior housing communities in 20 states with an aggregate capacity of approximately 10,250 residents, including 84 owned senior housing communities (including four through joint venture investments in consolidated entities and four owned through a joint venture investment in an unconsolidated entity) and 13 communities that the Company manages on behalf of a third party.
Previous wording
During the three months ended June 30, 2025, the Company generated resident revenue of $81.8 million compared to resident revenue of $63.1 million in the three months ended June 30, 2024, representing an increase of 29.6%. The increase in revenue was primarily due to increased average rent rates and 18 additional communities acquired during 2024 and 2025 (including one unoccupied community acquired on December 31, 2024).
Current wording
During the three months ended September 30, 2025, the Company generated resident revenue of $84.6 million compared to resident revenue of $67.0 million in the three months ended September 30, 2024, representing an increase of 26.3%. The increase in revenue was primarily due to increased average rent rates, increased occupancy, and 19 additional communities acquired during 2024 and 2025.
Previous wording
Weighted average occupancy for the three months ended June 30, 2025 and 2024 for the communities owned by the Company, excluding 2024 and 2025 acquisitions and repositioning projects, was 86.5% and 86.1%, respectively, reflecting continued occupancy growth. The average monthly rental rate for these owned communities for the three months ended June 30, 2025 increased 4.4% when compared to the three months ended June 30, 2024.
Current wording
Weighted average occupancy for the three months ended September 30, 2025 and 2024 for the communities owned by the Company, excluding 2024 and 2025 acquisitions and repositioning projects, was 87.7% and 87.1%, respectively, reflecting continued occupancy growth. The average monthly rental rate for these owned communities for the three months ended September 30, 2025 increased 4.7% when compared to the three months ended September 30, 2024.
Previous wording
During the six months ended June 30, 2025, the Company generated resident revenue of $161.1 million compared to $123.8 million during the six months ended June 30, 2024, representing an increase of 30.1%. The increase in revenue was primarily due to increased rent rates and 18 additional communities that were acquired during 2024 and 2025 (including one unoccupied community acquired on December 31, 2024).
Current wording
During the nine months ended September 30, 2025, the Company generated resident revenue of $245.7 million compared to $190.8 million during the nine months ended September 30, 2024, representing an increase of 28.8%. The increase in revenue was primarily due to increased rent rates and 19 additional communities that were acquired in 2024 and 2025.
Previous wording
Weighted average occupancy for the six months ended June 30, 2025 and 2024 for the communities owned by the Company, excluding 2024 and 2025 acquisitions and repositioning projects, was 86.7% and 85.9%, respectively, reflecting continued occupancy growth. The average monthly rental rate for the six months ended June 30, 2025 was 5.0% higher as compared to the six months ended June 30, 2024.
Current wording
Weighted average occupancy for the nine months ended September 30, 2025 and 2024 for the communities owned by the Company, excluding 2024 and 2025 acquisitions and repositioning projects, was 87.2% and 86.3%, respectively, reflecting continued occupancy growth. The average monthly rental rate for the nine months ended September 30, 2025 was 4.9% higher as compared to the nine months ended September 30, 2024.
Previous wording
The Company has property management agreements with third parties and its joint ventures pursuant to which the Company manages certain communities on their behalf for a management fee based on gross revenues of the applicable communities, as well as, in some cases, an incentive management fee, and other customary terms and conditions. The Company managed 13 and 12 communities on behalf of a third party for the six months ended June 30, 2025 and 2024, respectively. The Company also managed four communities on behalf of an unconsolidated joint venture and four communities in consolidated joint ventures for the six months ended June 30, 2025.
Current wording
The Company has property management agreements with third parties and its joint ventures pursuant to which the Company manages certain communities on their behalf for a management fee based on gross revenues of the applicable communities, as well as, in some cases, an incentive management fee, and other customary terms and conditions. The Company managed 13 communities on behalf of a third party for each of the nine months ended September 30, 2025 and 2024. The Company also managed four communities on behalf of an unconsolidated joint venture and four communities in consolidated joint ventures for the nine months ended September 30, 2025.
Previous wording
In May 2025, the Company acquired one senior living community located in Tarpon Springs, Florida for a purchase price of $11.0 million plus transaction costs of $0.3 million. The asset acquisition was recorded at relative fair value. The Company recorded $9.9 million in “Property and equipment, net” for tangible assets purchased; $1.6 million in “Intangible assets, net” for in-place leases; and $0.2 million in “Other long-term liabilities” for below market leases in the Company’s condensed consolidated balance sheets. The Company mortgaged the property with a $9.0 million interest-only loan due in 36 months, plus 2 12-month extensions at the Company’s option subject to meeting certain financial conditions. The interest rate is based on SOFR plus applicable margins from 0.0% to 3.0%. See “Note 7–Debt” in the Notes to Condensed Consolidated Financial Statements.
Current wording
In May 2025, the Company acquired one senior living community located in Tarpon Springs, Florida for a purchase price of $11.0 million plus transaction costs of $0.3 million. The asset acquisition was recorded at relative fair value. The Company recorded $9.9 million in “Property and equipment, net” for tangible assets purchased, $1.6 million in “Intangible assets, net” for in-place leases, and $0.2 million in “Other long-term liabilities” for below market leases in the Company’s condensed consolidated balance sheets. The Company mortgaged the property with a $9.0 million interest-only loan due in 36 months, plus two 12-month extensions at the Company’s option subject to meeting certain financial conditions. The interest rate is based on SOFR plus applicable margins from 0.0% to 3.0%. See “Note 7–Debt” in the Notes to Condensed Consolidated Financial Statements.
Previous wording
In June 2025, the Company acquired one senior living community located in Alpharetta, Georgia for a purchase price of $11.0 million plus transaction costs of $0.2 million. The asset acquisition was recorded at relative fair value. The Company recorded $9.1 million in “Property and equipment, net” for tangible assets purchased; $2.1 million in “Intangible assets, net” for in-place leases, and $0.1 million in “Other long-term liabilities” for below market leases in the Company’s condensed consolidated balance sheets.
Current wording
In June 2025, the Company acquired one senior living community located in Alpharetta, Georgia for a purchase price of $11.0 million plus transaction costs of $0.2 million. The asset acquisition was recorded at relative fair value. The Company recorded $9.1 million in “Property and equipment, net” for tangible assets purchased, $2.1 million in “Intangible assets, net” for in-place leases, and $0.1 million in “Other long-term liabilities” for below market leases in the Company’s condensed consolidated balance sheets. The Alpharetta property was mortgaged with the 2025 Ally Term Loan (defined below) with Ally Bank.
Previous wording
On August 7, 2025, the Company entered into a senior secured term loan of $137.0 million (“2025 Ally Term Loan”) with Ally Bank (“Ally”) with a closing fee of 0.75%, or $1.0 million. The 2025 Ally Term Loan allows for an initial term loan advance on the closing date of $122.0 million on 19 communities, which includes 18 communities under the existing Ally term loan agreement, as well as the Alpharetta community acquired in June 2025. Two additional draws of $7.5 million each will become available subject to achieving certain debt yields and debt service coverages ratios. The 2025 Ally Term Loan has a 36-month maturity date and a variable interest rate of one-month SOFR plus a 2.65% margin. As of June 30, 2025, the Company has $112.9 million outstanding under the existing Ally term loan agreement, which has a maturity date of March 10, 2026. The Company has the ability to request an increase in the term loan up to $40.0 million to finance additional properties subject to lender due diligence and review.
Current wording
On August 7, 2025, the Company entered into a senior secured term loan of $137.0 million (“2025 Ally Term Loan”) with Ally Bank (“Ally”) with a closing fee of 0.75%, or $1.0 million. The 2025 Ally Term Loan amended and restated the Company’s then-existing term loan with Ally, dated as of March 10, 2022, as amended. The 2025 Ally Term Loan allowed for an initial term loan advance on the closing date of $122.0 million on 19 communities, which included 18 communities under the then-existing Ally term loan agreement, as well as the Alpharetta community acquired in June 2025. Two additional draws of $7.5 million each will become available subject to achieving certain debt yields and debt service coverages ratios. The 2025 Ally Term Loan has a 36-month maturity date and a variable interest rate of one-month SOFR plus a 2.65% margin (subject to a performance-based stepdown to a 2.45% margin). As of September 30, 2025, the Company has $122.0 million outstanding under the 2025 Ally Term Loan, which matures in August 2028. The Company has the ability to request an increase in the term loan up to $40.0 million to finance additional properties subject to lender due diligence and review.
Previous wording
During 2024, the Company entered into a credit agreement with BMO Bank, N.A. and Royal Bank of Canada for a senior secured revolving credit facility (the “Credit Facility”). The Credit Facility has a borrowing capacity of up to $150.0 million, a term of three years, a leverage-based pricing matrix ranging between SOFR plus 2.10% margin and SOFR plus 2.60% margin and is fully recourse to Sonida Senior Living, Inc. and its applicable subsidiaries. The borrowing base by which borrowing availability under the Credit Facility is determined is generally based upon the value of the senior living communities that secure the Company’s obligations under the Credit Facility. As of June 30, 2025, $75.0 million of borrowings were outstanding under the Credit Facility at a weighted average interest rate of 6.9%, which was secured by 13 of the Company’s senior living communities. As of June 30, 2025, we had an additional borrowing capacity of up to $32.9 million under our Credit Facility.
Current wording
During 2024, the Company entered into a credit agreement with BMO Bank, N.A. and Royal Bank of Canada for a senior secured revolving credit facility (the “Credit Facility”). The Credit Facility has a borrowing capacity of up to $150.0 million, a term of three years, a leverage-based pricing matrix between SOFR plus 2.10% margin and SOFR plus 2.60% margin and is fully recourse to Sonida Senior Living, Inc. and its applicable subsidiaries. The borrowing base by which borrowing availability under the Credit Facility is determined is generally based upon the value of the senior living communities that secure the Company’s obligations under the Credit Facility. As of September 30, 2025, $86.1 million of borrowings were outstanding under the Credit Facility at a weighted average interest rate of 6.9%, which was secured by 14 of the Company’s senior living communities. During the three months ended September 30, 2025, the Company borrowed $15.6 million under the Credit Facility, at a weighted average interest rate of 6.9%, and repaid $4.5 million of borrowings on August 26, 2025. As of September 30, 2025, we had an additional borrowing capacity of up to $40.9 million under our Credit Facility.
Previous wording
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and related 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 year ended December 31, 2024. There have been no significant changes to our critical accounting policies since December 31, 2024.
Current wording
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the accompanying financial statements and related 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 year ended December 31, 2024. There have been no significant changes to our critical accounting policies since December 31, 2024.
Previous wording
General and administrative expenses for the three months ended June 30, 2025 were $9.7 million as compared to $8.7 million for the three months ended June 30, 2024, representing an increase of $1.0 million. The increase was primarily a result of an increase in labor and employee related expenses of $1.7 million to support the Company’s growth initiatives, offset by a $0.7 million decrease in other expenses.
Current wording
General and administrative expense for the three months ended September 30, 2025 increased as compared to the three months ended September 30, 2024, primarily due to a result of an increase in labor and employee related expenses of $1.2 million to support the Company’s growth initiatives, offset by a $0.4 million decrease in other expenses.
Previous wording
Transaction, transition and restructuring costs were $0.5 million for the three months ended June 30, 2025 and 2024. The costs include legal, audit, banking and other costs to support the Company’s recent debt, restructuring, and investments by the Company.
Current wording
Transaction, transition and restructuring costs increased for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The costs include legal, audit, banking and other costs to support the Company’s recent debt, restructuring, and investments by the Company, and the CHP transaction.
Previous wording
Other income for the three months ended June 30, 2025 was $9.1 million, which included $8.8 million recognized for gross employee retention credits (“ERC”) received from Coronavirus Aid, Relief, and Economic Security (“CARES”) Act funding for businesses that had certain employee costs and were effected by the coronavirus pandemic and other income of $0.3 million.
Current wording
Other income (expense), net for the three months ended September 30, 2025 increased as compared to the three months ended September 30, 2024, primarily due to $1.5 million due to non-operating costs related to the Company’s recent acquisitions, $0.3 million related to our Ally debt amendment, and $0.2 million in other expense. Partially offsetting these expenses was $0.3 million in other income for recognized gross employee retention credits (“ERC”) received from Coronavirus Aid, Relief, and Economic Security (“CARES”) Act funding for businesses that had certain employee costs and were affected by the coronavirus pandemic.
Previous wording
Management fee revenue for the three months ended June 30, 2025 increased by $0.4 million as compared to the three months ended June 30, 2024, primarily as a result of managing one more third-party community as compared to prior period.
Current wording
Management fee revenue increased primarily as a result of managing one more third-party community as compared to the prior period.
Previous wording
General and administrative expenses for the six months ended June 30, 2025 were $18.2 million as compared to $15.5 million for the six months ended June 30, 2024, representing an increase of$2.7 million. The increase was primarily a result of an increase in labor and employee related expenses of $3.2 million to support the Company’s growth initiatives and an increase in stock-based compensation of $0.4 million, offset by a $0.9 million decrease in other expenses.
Current wording
General and administrative expense increased primarily a result of an increase in labor and employee related expenses of $4.3 million to support the Company’s growth initiatives and an increase in stock-based compensation of $0.4 million, offset by a $0.6 million decrease in legal fees and $0.6 million in other expenses.
Previous wording
Transaction, transition and restructuring costs were $1.1 million and $0.9 million for the six months ended June 30, 2025 and 2024, respectively. The costs include legal, audit, banking, and other costs to support the Company’s recent debt, restructuring, and investments by the Company.
Current wording
Transaction, transition and restructuring costs increased for the nine months ended September 30, 2025 compared to the prior period. The costs include legal, audit, banking, and other costs to support the Company’s recent debt, restructuring, and investments by the Company, and the CHP transaction.
Previous wording
Interest expense for thesix months ended June 30, 2025 was $18.7 million as compared to $17.6 million for thesix months ended June 30, 2024, representingan increase of $1.1 million which was primarily due to the incremental borrowings associated with the Company's recent community acquisitions, partially offset by a decrease in the Company’s SOFR-based variable rate debt.
Current wording
Interest expense for thenine months ended September 30, 2025 increased due to the incremental borrowings associated with the Company's recent community acquisitions, partially offset by a decrease in the Company’s SOFR-based variable rate debt.
Previous wording
Gain onextinguishment of debtfor the six months ended June 30, 2024 was$38.1 million and was related to the derecognition of notes payable and liabilities as a result of the transition of legal ownership of two communities to Fannie Mae, the holder of the related non-recourse debt.
Current wording
Gain onextinguishment of debtfor the nine months ended September 30, 2024 was related to the derecognition of notes payable and liabilities as a result of the 2024 loan purchase of outstanding indebtedness owed to one of our lenders for seven of the Company’s senior living communities.
Previous wording
Other income for the six months ended June 30, 2025 was$8.5 million, which included$8.8 million recognized for gross ERC received from CARES Act funding for businesses that had certain employee costs and were effected by the coronavirus pandemic.
Current wording
The increase in other income for the nine months ended September 30, 2025 included$9.1 million recognized for gross ERC received from the CARES Act funding for businesses that had certain employee costs and were affected by the coronavirus pandemic. Partially offsetting the other income was $2.1 million for business costs related to the Company’s recent acquisitions and debt restructuring.
Previous wording
In addition to $14.1 million of unrestricted cash as of June 30, 2025, our future liquidity will depend in part upon our operating performance, which will be affected by prevailing economic conditions, and financial, business and other factors, some of which are beyond our control. Principal sources of liquidity are expected to be cash flows from operations, proceeds from our secured Credit Facility, proceeds from equity offerings, including sales of common stock under our ATM sales agreement, proceeds from debt, proceeds from debt refinancings or loan modifications, and proceeds from the sale of owned assets. On April 1, 2024, the Company entered into the At-the-Market Issuance Sales Agreement (the “ATM Sales Agreement”), whereby the Company may sell, at its option, shares of its common stock up to an aggregate offering price of $75.0 million. During August 2024, the Company entered into its Credit Facility in which borrowing availability is determined based upon the value of the senior living communities securing the Credit Facility. As of June 30, 2025, the Company had outstanding borrowings under its Credit Facility of $75.0 million and availability of $32.9 million. These transactions are expected to provide additional financial flexibility for the Company and increase our liquidity position. See “Note 7–Debt” in the Notes to Condensed Consolidated Financial Statements.
Current wording
In addition to $17.0 million of unrestricted cash as of September 30, 2025, our future liquidity will depend in part upon our operating performance, which will be affected by prevailing economic conditions, and financial, business and other factors, some of which are beyond our control. Principal sources of liquidity are expected to be cash flows from operations, proceeds from our secured Credit Facility, proceeds from equity offerings, including sales of common stock under our ATM sales agreement, proceeds from debt, proceeds from debt refinancings or loan modifications, and proceeds from the sale of owned assets. On April 1, 2024, the Company entered into the At-the-Market Issuance Sales Agreement (the “ATM Sales Agreement”), whereby the Company may sell, at its option, shares of its common stock up to an aggregate offering price of $75.0 million. During August 2024, the Company entered into its Credit Facility in which borrowing availability is determined based upon the value of the senior living communities securing the Credit Facility. As of September 30, 2025, the Company had outstanding borrowings under its Credit Facility of $86.1 million and availability of $40.9 million. These transactions are expected to provide additional financial flexibility for the Company and increase our liquidity position. See “Note 7–Debt” in the Notes to Condensed Consolidated Financial Statements.
Previous wording
Net cash provided by operating activities for the six months ended June 30, 2025 was $12.8 million as compared to net cash used inoperating activities of $1.6 million for the six months ended June 30, 2024. The change of $14.4 million was primarily due to the improvement in net income inclusive of the non-cash adjustments to earnings and the change in accounts payable and accrued expenses receivable during the six months ended June 30, 2025 compared to the prior year period.
Current wording
Net cash provided by operating activities for the nine months ended September 30, 2025 was $24.8 million as compared to net cash provided byoperating activities of $1.4 million for the nine months ended September 30, 2024. The change of $23.4 million was primarily due to the improvement in net income inclusive of the non-cash adjustments to earnings and the change in accounts payable and accrued expenses receivable during the nine months ended September 30, 2025 compared to the prior year period.
Previous wording
Net cash used in investing activities for the six months ended June 30, 2025 was $37.5 million, which wasprimarily due to the acquisition of two new communities of $22.5 million, and $15.3 million in ongoing capital improvements combined with select refurbishment projects, as well as refurbishment projects associated with the 2024 acquired communities, partially offset by a return of investment of $0.4 million in our unconsolidated entity. Net cash used in investing activities of $42.7 million for the six months ended June 30, 2024 was primarily due to the acquisition of a new community of $11.1 million, the acquisition of unconsolidated entities of $22.3 million, and ongoing capital improvements combined with refurbishments at the Company’s senior housing communities of $9.9 million, partially offset by $0.6 million from the proceeds from the sale of an unencumbered land parcel in January 2024.
Current wording
Net cash used in investing activities for the nine months ended September 30, 2025 was $62.0 million, which wasprimarily due to the acquisition of three communities of $38.2 million, and $24.4 million in ongoing capital improvements, partially offset by a return of investment of $0.6 million in our unconsolidated entity. Net cash used in investing activities of $154.1 million for the nine months ended September 30, 2024 was primarily due to the payment of $102.5 million for an acquisition deposit used to fund the purchase of eight communities on October 1, 2024. Other net cash used in investing activities included the acquisition of four communities of $22.3 million, the acquisition of four unconsolidated entities of $22.4 million, and ongoing capital improvements of $17.9 million, partially offset by a return of on investment of $10.4 million in our unconsolidated entities and $0.6 million from the proceeds from the sale of an unencumbered land parcel in January 2024.
Previous wording
Net cash provided by financing activities for the six months ended June 30, 2025 was $19.3 million primarily due to proceeds from our Credit Facility of $20.0 million and proceeds from notes payable of $9.0 million in connection with the Alpharetta acquisition, partially offset by repayments of our Credit Facility of $5.0 million, dividends paid of $2.8 million, and repayments of notes payable of $1.6 million. The net cash provided by financing activities for the six months ended June 30, 2024 was $50.4 million primarily due to net proceeds received from the issuance of common stock of $65.1 million and proceeds of $36.6 million from notes payable, partially offset by repayments of notes payable of $48.5 and purchases of derivative assets of $1.9 million.
Current wording
Net cash provided by financing activities for the nine months ended September 30, 2025 was $34.0 million primarily due to proceeds from our Credit Facility of $35.6 million and proceeds from notes payable of $18.1 million in connection with the 2025 Mortgage Loan and 2025 Ally Term Loan, partially offset by repayments of our Credit Facility of $9.5 million, repayments of notes payable of $4.3 million, and dividends paid of $4.2 million. The net cash provided by financing activities for the nine months ended September 30, 2024 was $178.8 million primarily due to net proceeds received from the issuance of common stock of $190.5 million, proceeds of $36.9 million from notes payable, and proceeds from noncontrolling investors in joint ventures of $7.7 million, partially offset by repayments of notes payable of $50.0 million, deferred loan costs paid of $2.5 million, purchases of derivative assets of $1.9 million, and dividends paid of $1.4 million.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
On May 30, 2025, the Company acquired one senior living community located in Tarpon Springs, Florida. The Company mortgaged the property with a $9.0 million interest-only loan due in 36 months, plus two 12-month extensions at the Company’s option subject to meeting certain financial conditions. The interest rate is based on SOFR plus applicable margins ranging from 0.0% to 3.0%.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Interest expense for the three months ended June 30, 2025 was $9.3 million as compared to $9.0 million for the three months ended June 30, 2024, representing an increase of $0.3 million which was primarily due to the incremental borrowings associated with the Company's recent community acquisitions, partially offset by a decrease in the Company’s SOFR-based variable rate debt.