Skip to main content

SONIDA SENIOR LIVING INC

For the period ended Dec 31, 2023. Filed Mar 27, 2024.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 27, 2024

SNDA$32.78-3.8%Stored close · as of Nov 6, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Table of Contents

PageNumber
PART I
Item 1.Business2
Item 1A.Risk Factors16
Item 1B.Unresolved Staff Comments28
Item 1C.Cybersecurity28
Item 2.Properties30
Item 3.Legal Proceedings30
Item 4.Mine Safety Disclosures30
PART II
Item 5.Market for Registrant’s Common Equity; Related Stockholder Matters and Issuer Purchases of Equity Securities31
Item 6.[Reserved]32
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32
Item 7A.Quantitative and Qualitative Disclosures About Market Risk42
Item 8.Financial Statements and Supplementary Data42
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure42
Item 9A.Controls and Procedures42
Item 9B.Other Information44
Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections44
PART III
Item 10.Directors, Executive Officers and Corporate Governance45
Item 11.Executive Compensation45
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45
Item 13.Certain Relationships and Related Transactions, and Director Independence45
Item 14.Principal Accountant Fees and Services45
PART IV
Item 15.Exhibits and Financial Statement Schedules46
Signatures50
Index to Financial StatementsF-1

i

Cautionary Note Regarding Forward-Looking Statements

Certain information contained in this Annual Report on Form 10-K 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 Annual Report on Form 10-K, 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 this Annual Report on Form 10-K, 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;

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 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 as discussed in Item 9 of this Annual Report on Form 10-K;

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;

the impact from or the potential emergence and effects of a future epidemic, pandemic, outbreak of infectious disease or other health crisis; 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 Annual Report on Form 10-K apply only as of the date made and are expressly qualified in their entirety by the cautionary statements included in this Annual Report on Form 10-K. 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.

ii

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.