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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment No .1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 1, 2024
_________________________________
Sonida Senior Living, Inc.
(Exact name of registrant as specified in its charter)
_________________________________
Delaware
(State or other jurisdiction of incorporation) 
1-1344575-2678809
(Commission File Number)(IRS 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)

(Former name or former address, if changed since last report)
_________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities registered pursuant to Section 12(b) of the Act: 
Title of each class
Trading
symbol(s)
Name of each exchange
on which registered
Common StockSNDANew York Stock Exchange



EXPLANATORY NOTE

On October 7, 2024, Sonida Senior Living, Inc. (together with its subsidiaries, the “Company”) filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the completion of an acquisition on October 1, 2024 by the Company of eight senior living communities (collectively, the “Palm Communities”) from various affiliates of Principal Senior Living Group. This Current Report on Form 8-K/A amends Item 9.01 of the Initial Form 8-K to provide the audited and unaudited combined carve-out financial statements of the Palm Communities, and the unaudited pro forma consolidated financial information of the Company. All other information in the Initial Form 8-K, and exhibits thereto, remains unchanged.


Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited combined carve-out financial statements of the Palm Communities as of and for the year ended December 31, 2023 are attached hereto as Exhibit 99.1 and are incorporated by reference herein.
The unaudited combined carve-out financial statements of the Palm Communities as of and for the nine months ended September 30, 2024 are attached hereto as Exhibit 99.2 and are incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial information of the Company as of and for the year ended December 31, 2023 and the nine months ended September 30, 2024 is attached hereto as Exhibit 99.3 and is incorporated by reference herein.
The unaudited pro forma combined financial information included in this Current Report on Form 8-K/A has been presented for informational and illustrative purposes only. It does not purport to represent the actual results of operations that the Company and the Palm Communities would have achieved had the businesses been combined during the periods presented in the unaudited pro forma combined financial information and is not intended to project the future results of operations that the combined businesses may achieve after the consummation of the acquisition.
(d) Exhibits.



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 17, 2024Sonida Senior Living, Inc.
By:/s/ KEVIN J. DETZ
Name:Kevin J. Detz
Title:Executive Vice President and Chief Financial Officer


Exhibit 23.1


Consent of Independent Auditor

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Nos. 333-271545, 333-273716, 333-282375, and 333-280906) and Form S-8 (Nos. 333-143403, 333-204351, 333-229160, 333-231622, 333-233692 333-260846, 333-272869, and 333-280619) of Sonida Senior Living, Inc. of our report dated December 17, 2024, relating to the Combined Carve-Out Financial Statements of the Palm Communities (A Carve-Out of Principal Senior Living Group) as of December 31, 2023 and for the year then ended, which appears in this Form 8-K/A.
/s/ BDO USA, P.C. 
Dallas, Texas
December 17, 2024

Exhibit 99.1 Palm Communities (a Carve-Out of Principal Senior Living Group) Combined Carve-Out Financial Statements Year Ended December 31, 2023

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Financial Statements Year Ended December 31, 2023

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Contents 2 Independent Auditor’s Report 3-4 Combined Carve-Out Financial Statements Balance Sheet as of December 31, 2023 5 Statement of Operations for the Year Ended December 31, 2023 6 Statement of Changes in Parent Net Investment for the Year Ended December 31, 2023 7 Statement of Cash Flows for the Year Ended December 31, 2023 8 Notes to Combined Carve-Out Financial Statements 9-15

 
3 Independent Auditor’s Report Board of Directors Principal Senior Living Group Alpharetta, Georgia Opinion We have audited the combined financial statements of Palm Communities (A Carve-Out of Principal Senior Living Group) (the “Company”), which comprise the combined balance sheet as of December 31, 2023, and the related combined statements of operations, changes in parent net investment, and cash flows for the year then ended, and the related notes to the combined financial statements. In our opinion, the accompanying combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Combined Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Management for the Combined Financial Statements Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error. In preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the combined financial statements are available to be issued. Auditor’s Responsibilities for the Audit of the Combined Financial Statements Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of

 
4 assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements. In performing an audit in accordance with GAAS, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. /s/ BDO USA, P.C. Dallas, Texas December 17, 2024

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Combined Balance Sheet (in thousands) 5 December 31, 2023 Assets Current Assets Cash and cash equivalents $ 614 Restricted cash 1,599 Accounts receivable 164 Prepaid expenses and other 841 Total Current Assets 3,218 Non-Current Assets Property and equipment, net 96,038 Other assets, net 95 Total Non-Current Assets 96,133 Total Assets $ 99,351 Liabilities and Parent Net Investment Current Liabilities Accounts payable $ 865 Accrued expenses 2,871 Current portion of notes payable, net 31,511 Deferred revenue 145 Due to Parent 310 Due to related parties 1,867 Batson Cook Development Co loan 490 Kyle Diekmann loan 450 Total Current Liabilities 38,509 Non-Current Liabilities Long-term notes payable, net 57,530 Total Non-Current Liabilities 57,530 Commitments and Contingencies (Note 7) Parent Net Investment 3,312 Total Liabilities and Parent Net Investment $ 99,351 See notes to combined carve-out financial statements.

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Combined Statement of Operations (in thousands) 6 Year ended December 31, 2023 Revenues Resident revenues $ 31,236 Total Revenues 31,236 Operating Expenses Operating expense 24,719 General and administrative expense 2,399 Depreciation and amortization expense 3,208 Total Operating Expenses 30,326 Operating Income 910 Interest expense and amortization of loan costs (6,665) Other expense (161) Net Loss $ (5,916) See notes to combined carve-out financial statements.

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Combined Statement of Changes in Parent Net Investment (in thousands) 7 Parent Net Investment Balance, December 31, 2022 $ 2,615 Net loss (5,916) Contributions from Principal Senior Living Group 6,613 Balance, December 31, 2023 $ 3,312 See notes to combined carve-out financial statements.

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Combined Statement of Cash Flows (in thousands) 8 Year ended December 31, 2023 Cash Flows from Operating Activities Net loss $ (5,916) Depreciation and amortization 3,208 Provision for bad debts 41 Amortization of deferred loan costs 68 Changes in: Accounts receivable (131) Prepaid expenses and other (188) Accounts payable 115 Due to related parties 1,299 Due to Parent 36 Accrued expenses and other 78 Net Cash Used in Operating Activities (1,390) Cash Flows from Investing Activities Capital expenditures (281) Net Cash Used in Investing Activities (281) Cash Flows from Financing Activities Principal payments on notes payable (4,986) Contributions from Principal Senior Living Group 6,613 Other financing costs 125 Net Cash Provided by Financing Activities 1,752 Net Increase in Cash and Cash Equivalents and Restricted Cash 81 Cash and Cash Equivalents and Restricted Cash, beginning of year 2,132 Cash and Cash Equivalents and Restricted Cash, end of year $ 2,213 Supplemental Disclosures of Cash Flow Information Cash paid during the period for: Interest $ 6,705 See notes to combined carve-out financial statements.

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 9 1. Nature of Operations and Summary of Significant Accounting Policies Nature of Operations The combined carve out financial statements consist of eight senior living communities previously managed by Principal Senior Living Group (“PSLG”) primarily under the name Benton House. Five of the locations are located in Florida and the other three are located in South Carolina. These properties are collectively known as the (“Palm Communities,” the “Company,” or “our”). Specifically, the affiliates of PSLG owning these properties are as follows: • West Ashley SLP, LLC • St. Johns SLP, LLC • Port Orange SLP, LLC • Oviedo SLP, LLC • Oakleaf SLP, LLC • Narcoossee SLP, LLC • Florence SLP, LLC • Blufton SLP, LLC Sonida Senior Living, Inc. (“Sonida”) purchased the Palm Communities on October 1, 2024. See Note 8 – Subsequent Events. Basis of Presentation The accompanying combined carve-out financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These financial statements have been prepared on a “carve out” basis from PSLG’s financial statements and reflect the historical results of operations, cash flows, assets and liabilities related to the Palm Communities. The historical costs and expenses reflected in these combined carve-out financial statements include allocations of certain corporate functions. These allocations reflect significant assumptions, and the combined carve-out financial statements are not necessarily indicative of what the Palm Communities’ financial position, results of operations and cash flows would have been had the Palm Communities been operated exclusively within a stand-alone company during the period presented. Carve-Out Methodology Cash related to operational lines of business of PSLG is maintained in separate general ledger accounts. Accounts receivable due from related parties are allocated based on existing segregation of receivables into distinct general ledger accounts of each combined entity. Prepaid expenses and accounts payable are allocated based on existing segregation of prepaids and payables into distinct general ledger accounts of each combined entity. Accrued expenses were reviewed in detail for items expensed to the carve-out departments and were allocated accordingly. Intercompany transactions between the combined entities are eliminated in the combination. Transactions between the Company and PSLG, its parent, have been included in these combined carve-out financial statements and forgiven at the time the transaction was recorded. The total net effect of the settlement of the intercompany transactions is reflected in the combined carve-out

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 10 statement of cash flows as a financing activity and in the combined carve-out balance sheet as a parent net investment. The components of the net transfers to and from PSLG are as follows (in thousands): December 31, 2023 Cash pooling and general financing activities $ 6,613 Net Contribution from Principal Senior Living Group Investment $ 6,613 PSLG segregates financial transactions by operating departments for most statement of operations activity. Revenues for the carved-out entities were recorded in respective general ledger accounts as were the related expenses. General overhead expenses were allocated based either on a proportionate share of leased square footage, personnel costs or by a more exact method if detailed information was available. Use of Estimates The preparation of combined carve-out financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents and Restricted Cash The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company has deposits in banks that exceed the Federal Deposit Insurance Corporation insurance limits. Management believes that credit risk related to these deposits is minimal. Restricted cash consists of reserve accounts for debt service required by certain loan agreements. Accounts Receivable Accounts receivable are stated at the amount billed to residents. Ordinarily, accounts receivable are due within one month after the fee revenues are recognized. The Company provides an allowance for credit losses, if any, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Accounts that are past due more than 60 days, are reviewed monthly to determine if they are collectible. Accounts deemed uncollectible are written off and charged against the allowance for credit losses. There were no allowances for credit losses as of December 31, 2023. Accrued Expense Accrued expenses primarily consist of accrued insurance expense of $1.3 million, accrued payroll expense of $0.9 million, accrued interest of $0.6 million, and other accrued expenses of $0.1 million as of December 31, 2023.

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 11 Income Taxes PSLG treats the single-member LLCs included in the Company as disregarded entities under the provisions of the Internal Revenue Code (“IRC”). Therefore, all income or loss related to the Company is included in the federal income tax return of PSLG. PSLG is a multi-member LLC that has elected to be taxed as a partnership. All income and expense from the LLCs are passed through to the individual members. Property and Equipment, Net Property and equipment, net are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Ordinary maintenance and repairs are recorded as expenses when incurred. Renovations and improvements, which improve and/or extend the useful life of the asset, are capitalized and depreciated over the estimated useful life of the renovations or improvements. See “Note 2–Property and Equipment, net.” Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. ASU 2016-13 replaces the current incurred moss methodology 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. 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 adopted ASU 2016-13 on January 1, 2023. The effect of the adoption had an immaterial impact on the combined carve-out financial statements. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 12 • Recognition of revenue when, or as, we satisfy a performance obligation In determining the transaction price, we include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The Company does not disclose the amount of variable consideration that is expected to be recognized in future periods as the consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation, and the terms of the consideration relate specifically to the Company’s efforts to transfer the service. Resident revenue consists of fees for basic housing and certain support services 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 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, with resident fees billed monthly in advance. Revenue for certain ancillary services is recognized as services are provided, and includes fees for services such as medication management, daily living activities, beautician/barber, laundry, television, guest meals, pets, and parking which are generally billed monthly in arrears. The Palm Communities recognize deferred revenue monthly to account for the rental income received before it is earned. Revenue for the year ended December 31, 2023 is comprised of the following components (in thousands): Assisted living revenue $ 17,417 Memory care revenue 9,466 Level of care revenue 2,726 Other operating revenue 1,627 Resident revenue $ 31,236

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 13 2. Property and Equipment, net As of December 31, 2023, property and equipment, net consists of the following (in thousands): Asset Lives December 31, 2023 Land N/A $ 8,831 Land Improvements 3 to 20 years 23 Buildings 7 to 40 years 89,408 Building improvements 5 to 40 years 539 Furniture, fixtures, and equipment 7 to 10 years 5,513 Vehicles 10 years 528 Computers 3 years 80 Pre-opening costs 15 years 3,265 Total property and equipment $ 108,187 Less accumulated depreciation and amortization (12,148) Property and equipment, net $ 96,038 3. Notes Payable Notes payable, including associated interest rates and maturities, consists of the following (in thousands): Weighted average interest rate Maturity Date December 31, 2023 Mortgage loans 6.8% 2024 to 2025 $ 89,275 Kyle Diekmann loan 9.0% 2024 450 Batson Cook Development Co. loan 9.0% 2024 490 Notes payables $ 90,215 Deferred loan costs, net 234 Total notes payable, net of deferred loan costs $ 89,981 Current portion of notes payable 32,451 Long-term notes payable, net 57,530 The following schedule summarizes our notes payable maturities as of December 31, 2023 (in thousands): Principal payments due in: 2024 $ 32,614 2025 57,601 2026 - 2027 - 2028 and thereafter - Total notes payable, excluding deferred loan costs $ 90,215

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 14 Certain of the Palm Communities’ debt agreements contain restrictions and financial covenants, such as those requiring the Company to maintain prescribed minimum debt service coverage ratios. Furthermore, outstanding debt is secured by communities and if an event of default has occurred under any of the debt, subject to cure provisions in certain instances, the respective lender would have the right to declare all of the related outstanding amounts of indebtedness immediately due and payable, to foreclose on mortgaged communities and/or pursue other remedies available to such lender. The Palm Communities were either in compliance or had obtained a waiver for all applicable loan covenants as of December 31, 2023. As of December 31, 2023, the Palm Communities had property and equipment with a net carrying value of $96.0 million that is secured by outstanding notes payable. See Note 4 – Related Party Transactions and Note 8 – Subsequent Events. 4. Related Party Transactions Notes payable as of December 31, 2023 includes $0.5 million at 9% interest to Kyle Diekmann, and $0.5 million at 9% interest to Batson Cook Development Company. These loans are with related parties to the Company through common ownership. At December 31, 2023, the total due to PSLG, the Company’s parent, was $0.3 million. Additionally, at December 31, 2023, the total due to affiliates of PSLG, the Company’s parent, was $1.9 million. 5. Disclosures About Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value: Level 1 – This level consists of quoted prices in active markets for identical assets or liabilities. Level 2 – This level consists of observable inputs other than Level I prices, such as quoted prices of similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – This level consists of unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments, including accounts receivable, accounts payable and accrued expenses approximate fair value because of the relatively short maturity of these instruments. For those financial instruments not carried at fair value, the carrying amount and estimated fair values of our financial liabilities were as follows as of December 31, 2023 (in thousands):

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 15 Carrying Amount Fair Value Notes payable, net of deferred loan costs $ 89,981 $87,552 6. Significant Estimates and Concentrations GAAP requires disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Management does not believe that the Company has significant estimates and current vulnerabilities due to concentrations. 7. Commitment and Contingencies The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. Management does not believe the disposition or ultimate resolution of such claims and lawsuits will have a material adverse effect on the Company’s financial position, results of operations and cash flows. 8. Subsequent Events Management evaluates events occurring subsequent to the date of the combined carve-out financial statements in determining the accounting for and disclosure of transactions and events that affect the combined carve-out financial statements. Subsequent events have been evaluated through December 17, 2024, which is the date the combined carve-out financial statements were available to be issued. In August 2024, PSLG entered into eight asset purchase agreements (the “Palm PSAs”) with various affiliates of Sonida, pursuant to which PSLG will sell eight senior living communities for an aggregate cash purchase price of $102.9 million, subject to customary closing conditions (such disposal, the “Palm Disposal”). PSLG finalized the Palm Disposal on October 1, 2024. Additionally, all outstanding mortgages for the Palm Communities were paid off as a part of the transaction. In March 2024, two mortgages related to one property were amended to extend the maturity date to March 31, 2025. The Palm Communities paid $2.0 million in principal at the time of the amendment and $51 thousand in lender fees. Additionally, the Palm Communities were required to fund $1.2 million to a reserve account with the lender which is in restricted cash.

 
Exhibit 99.2 Palm Communities (a Carve-Out of Principal Senior Living Group) Combined Carve-Out Financial Statements Nine Months Ended September 30, 2024

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Financial Statements Nine Months Ended September 30, 2024

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Contents 2 Combined Carve-Out Financial Statements Balance Sheet as of September 30, 2024 3 Statement of Operations for the Nine Months Ended September 30, 2024 4 Statement of Changes in Parent Net Investment for the Nine Months Ended September 30, 2024 5 Statement of Cash Flows for the Nine Months Ended September 30, 2024 6 Notes to Combined Carve-Out Financial Statements 7-12

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Combined Balance Sheet (in thousands) 3 September 30, 2024 Assets Current Assets Cash and cash equivalents $ 1,620 Accounts receivable 285 Prepaid expenses and other 1,395 Total Current Assets 3,300 Non-Current Assets Property and equipment, net 93,918 Other assets, net 95 Total Non-Current Assets 94,013 Total Assets $ 97,313 Liabilities and Parent Net Investment Current Liabilities Accounts payable $ 789 Accrued expenses 4,083 Deferred revenue 162 Total Current Liabilities 5,034 Commitments and Contingencies (Note 7) Parent Net Investment 92,279 Total Liabilities and Parent Net Investment $ 97,313 See notes to combined carve-out financial statements.

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Combined Statement of Operations (in thousands) 4 Nine months ended September 30, 2024 Revenues Resident revenues $ 26,122 Total Revenues 26,122 Operating Expenses Operating expense 19,551 General and administrative expense 2,091 Depreciation and amortization expense 2,438 Total Operating Expenses 24,080 Operating Income 2,042 Interest expense and amortization of loan costs (4,800) Other expense (174) Net Loss $ (2,932) See notes to combined carve-out financial statements.

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Combined Statement of Changes in Parent Net Investment (in thousands) 5 Parent Net Investment Balance, December 31, 2023 $ 3,312 Net loss (2,932) Contributions from Principal Senior Living Group 91,899 Balance, September 31, 2024 $ 92,279 See notes to combined carve-out financial statements.

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Combined Statement of Cash Flows (in thousands) 6 Nine months ended September 30, 2024 Cash Flows from Operating Activities Net loss $ (2,932) Depreciation and amortization 2,438 Amortization of deferred loan costs 233 Changes in: Accounts receivable (121) Prepaid expenses and other (554) Accounts payable (1,294) Accrued expenses and other 1,229 Other (958) Net Cash Used in Operating Activities (1,959) Cash Flows from Investing Activities Capital expenditures (317) Net Cash Used in Investing Activities (317) Cash Flows from Financing Activities Principal payments on notes payable (90,026) Contributions from Principal Senior Living Group 91,899 Other financing costs (190) Net Cash Provided by Financing Activities 1,683 Net Increase in Cash and Cash Equivalents and Restricted Cash (593) Cash and Cash Equivalents and Restricted Cash, beginning of year 2,213 Cash and Cash Equivalents and Restricted Cash, end of year $ 1,620 Supplemental Disclosures of Cash Flow Information Cash paid during the period for: Interest $ 4,722 See notes to combined carve-out financial statements.

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 7 1. Nature of Operations and Summary of Significant Accounting Policies Nature of Operations The combined carve out financial statements consist of eight senior living communities previously managed by Principal Senior Living Group (“PSLG”) primarily under the name Benton House. Five of the locations are located in Florida and the other three are located in South Carolina. These properties are collectively known as the “Palm Communities,” the “Company,” or “our”. Specifically, the affiliates of PSLG owning these properties are as follows: • West Ashley SLP, LLC • St. Johns SLP, LLC • Port Orange SLP, LLC • Oviedo SLP, LLC • Oakleaf SLP, LLC • Narcoossee SLP, LLC • Florence SLP, LLC • Blufton SLP, LLC Sonida Senior Living, Inc. (“Sonida” or “Buyer”) purchased the Palm Communities on October 1, 2024. See Note 8 – Subsequent Events. Basis of Presentation The accompanying combined carve-out financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). These financial statements have been prepared on a "carve out" basis from PSLG’s financial statements and reflect the historical results of operations, cash flows, assets and liabilities related to the Palm Communities. The historical costs and expenses reflected in these combined carve-out financial statements include allocations of certain corporate functions. These allocations reflect significant assumptions, and the combined carve-out financial statements are not necessarily indicative of what the Palm Communities’ financial position, results of operations and cash flows would have been had the Palm Communities been operated exclusively within a stand-alone company during the period presented. Carve-Out Methodology Cash related to operational lines of business of PSLG is maintained in separate general ledger accounts. Accounts receivable due from related parties are allocated based on existing segregation of receivables into distinct general ledger accounts of each combined entity. Prepaid expenses and accounts payable are allocated based on existing segregation of prepaids and payables into distinct general ledger accounts of each combined entity. Accrued expenses were reviewed in detail for items expensed to the carve-out departments and were allocated accordingly. Intercompany transactions between the combined entities are eliminated in the combination. Transactions between the Company and PSLG, its parent, have been included in these combined carve-out financial statements and forgiven at the time the transaction was recorded. The total net effect of the settlement of the intercompany transactions is reflected in the combined carve-out

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 8 statement of cash flows as a financing activity and in the combined carve-out balance sheet as a parent net investment. The components of the net transfers to and from PSLG are as follows (in thousands): September 30, 2024 Cash pooling and general financing activities $ 92,279 Net Contributions from Principal Senior Living Group Investment $ 92,279 PSLG segregates financial transactions by operating departments for most statement of operations activity. Revenues for the carved-out entities were recorded in respective general ledger accounts as were the related expenses. General overhead expenses were allocated based either on a proportionate share of leased square footage, personnel costs or by a more exact method if detailed information was available. Use of Estimates The preparation of combined carve-out financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents and Restricted Cash The Company considers all liquid investments with original maturities of three months or less to be cash equivalents. The Company has deposits in banks that exceed the Federal Deposit Insurance Corporation insurance limits. Management believes that credit risk related to these deposits is minimal. Restricted cash consists of reserve accounts for debt service required by certain loan agreements. Accounts Receivable Accounts receivable are stated at the amount billed to residents. Ordinarily, accounts receivable are due within one month after the fee revenues are recognized. The Company provides an allowance for credit losses, if any, which is based upon a review of outstanding receivables, historical collection information and existing economic conditions. Accounts that are past due more than 60 days, are reviewed monthly to determine if they are collectible. Accounts deemed uncollectible are written off and charged against the allowance for credit losses. There were no allowances for credit losses as of September 30, 2024. Accrued Expense Accrued expenses primarily consist of accrued insurance expense of $2.1 million, accrued payroll expense of $1.0 million, accrued real estate taxes of $0.9 million, and other accrued expenses of $0.1 million as of September 30, 2024.

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 9 Property and Equipment, Net Property and equipment, net are stated at cost and depreciated on a straight-line basis over the estimated useful lives of the assets. Ordinary maintenance and repairs are recorded as expenses when incurred. Renovations and improvements, which improve and/or extend the useful life of the asset, are capitalized and depreciated over the estimated useful life of the renovations or improvements. See “Note 2–Property and Equipment, net.” Income Taxes PSLG treats the single-member LLCs included in the Company as disregarded entities under the provisions of the Internal Revenue Code (IRC). Therefore, all income or loss related to the Company is included in the federal income tax return of PSLG. PSLG is a multi-member LLC that has elected to be taxed as a partnership. All income and expense from the LLCs are passed through to the individual members. Revenue Recognition Revenues are recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer • Identification of the performance obligations in the contract • Determination of the transaction price • Allocation of the transaction price to the performance obligations in the contract • Recognition of revenue when, or as, we satisfy a performance obligation In determining the transaction price, we include variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized would not occur when the uncertainty associated with the variable consideration is resolved. The Company does not disclose the amount of variable consideration that is expected to be recognized in future periods as the consideration is allocated entirely to a wholly unsatisfied promise to transfer a distinct service that forms part of a single performance obligation, and the terms of the consideration relate specifically to the Company’s efforts to transfer the service. Resident revenue consists of fees for basic housing and certain support services 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 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, with resident fees billed monthly in advance. Revenue for certain ancillary services is recognized as services are

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 10 provided, and includes fees for services such as medication management, daily living activities, beautician/barber, laundry, television, guest meals, pets, and parking which are generally billed monthly in arrears. The Palm Communities recognize deferred revenue monthly to account for the rental income received before it is earned. Revenue for the nine months ended September 30, 2024 is comprised of the following components (in thousands): Assisted living revenue $ 15,279 Memory care revenue 7,610 Level of care revenue 2,034 Other operating revenue 1,199 Resident revenue $ 26,122 2. Property and Equipment As of September 30, 2024, property and equipment, net consists of the following (in thousands): Asset Lives September 30, 2024 Land N/A $ 8,831 Land Improvements 3 to 20 years 23 Buildings 7 to 40 years 89,408 Building improvements 5 to 40 years 747 Furniture, fixtures, and equipment 7 to 10 years 5,606 Vehicles 10 years 528 Computers 3 years 96 Pre-opening costs 15 years 3,040 Total property and equipment $ 108,279 Less accumulated depreciation and amortization (14,361) Property and equipment, net $ 93,918 3. Notes Payable In March 2024, two mortgages related to one property were amended to extend the maturity date to March 31, 2025. The Palm Communities paid $2.0 million in principal at the time of the amendment and $51 thousand in lender fees. Additionally, the Palm Communities were required to fund $1.2 million to a reserve account with the lender.

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 11 In August 2024, PSLG entered into eight asset purchase agreements (the “Palm PSAs”) with various affiliates of Sonida, pursuant to which PSLG will sell eight senior living communities for an aggregate cash purchase price of $102.9 million, subject to customary closing conditions (such disposal, the “Palm Disposal”). PSLG finalized the Palm Disposal on October 1, 2024. Additionally, all outstanding mortgages for the Palm Communities were paid off as of September 30, 2024 as a part of the transaction closing. See Note 7-Subsequent Events. All outstanding mortgages for the Palm Communities and related deferred loan costs were paid off as a part of the transaction closing. 4. Disclosures About Fair Value of Financial Instruments Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value: Level 1 – This level consists of quoted prices in active markets for identical assets or liabilities. Level 2 – This level consists of observable inputs other than Level I prices, such as quoted prices of similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – This level consists of unobservable inputs supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments, including accounts receivable, accounts payable and accrued expenses approximate fair value because of the relatively short maturity of these instruments. 5. Significant Estimates and Concentrations GAAP requires disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Management does not believe that the Company has significant estimates and current vulnerabilities due to concentrations. 6. Commitment and Contingencies The Company is subject to claims and lawsuits that arise primarily in the ordinary course of business. Management does not believe the disposition or ultimate resolution of such claims and lawsuits will have a material adverse effect on the Company’s financial position, results of operations and cash flows.

 
Palm Communities (a Carve-Out of Principal Senior Living Group) Notes to Combined Carve-Out Financial Statements 12 7. Subsequent Events Management evaluates events occurring subsequent to the date of the combined carve-out financial statements in determining the accounting for and disclosure of transactions and events that affect the combined carve-out financial statements. Subsequent events have been evaluated through December 17, 2024, which is the date the combined carve-out financial statements were available to be issued. Per the Palm Disposal, the eight Palm Communities were transferred to Sonida effective October 1, 2024.

 

EXHIBIT 99.3
UNAUDITED PRO FORMA FINANCIAL STATEMENTS

Background

As previously disclosed, on August 12, 2024, Sonida Senior Living, Inc., through various wholly-owned subsidiaries (the “Company” and “Sonida”), entered into eight asset purchase agreements (the “Palm PSAs”) with various affiliates of Principal Senior Living Group for the acquisition of eight senior living communities (collectively, the “Palm Communities” and “Palm”). Five of the Palm Communities are located in Florida and the other three Palm Communities are located in South Carolina.

Effective as of October 1, 2024, upon the terms and conditions set forth in the Palm PSAs, the Company completed its acquisition of the Palm Communities (the “Palm Acquisition”). Upon the completion of the Palm Acquisition, the Company paid the as-adjusted closing purchase price of approximately $102.9 million, which amount is subject to customary post-closing adjustments.

The foregoing description of the Palm PSAs and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the full text of the form of Palm PSA, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 15, 2024 and is incorporated herein by reference.

Basis of Presentation

The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2024 and the year ended December 31, 2023 have been prepared as though the Palm Acquisition occurred on January 1, 2023. The unaudited pro forma consolidated balance sheet as of September 30, 2024 has been prepared as though the Palm Acquisition occurred on that date.

The accompanying unaudited pro forma consolidated financial statements should be read in conjunction with (i) the Company’s unaudited condensed consolidated financial statements and notes thereto included in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2024, (ii) the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, that was filed with the SEC on March 27, 2024, (iii) the audited combined carve-out financial statements of the Palm Communities for the year ended December 31, 2023, included in this Current Report on Form 8-K/A as Exhibit 99.1, and (iv) the unaudited combined carve-out financial statements of the Palm Communities for the nine months ended September 30, 2024, included in this Current Report on Form 8-K/A as Exhibit 99.2.

The adjustments to the historical financial statements are based upon currently available information and certain estimates and assumptions. Actual effects of the Palm Acquisition will differ from the pro forma adjustments. The unaudited pro forma consolidated financial statements are not necessarily indicative of the results that would have occurred if the Palm Acquisition had been completed on the dates indicated or what could be achieved in the future. However, the Company believes the assumptions provide a reasonable basis for presenting the significant effects of the Palm Acquisition as contemplated and the pro forma transaction accounting adjustments are factually supportable and give appropriate effect to the expected impact of events directly attributable to the Palm Acquisition.





SONIDA SENIOR LIVING, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
As of September 30, 2024
(in thousands, except share amounts)
Historical Sonida (A)Palm (B)AdjustmentsPro Forma Sonida
Assets:
Current assets
Cash and cash equivalents$24,938 $1,620 $(1,620)(C)$24,938 
Restricted cash18,850 — — 18,850 
Accounts receivable, net12,677 285 (285)(C)12,677 
Prepaid expenses and other assets4,743 1,395 (1,351)(C)4,787 
Derivative assets701 — — 701 
Acquisition deposit102,461 — (102,461)(E)— 
Total current assets164,370 3,300 (105,717)61,953 
Property and equipment, net611,911 93,918 (6,773)(D)699,056 
Investment in unconsolidated entity11,868 — — 11,868 
Other assets, net8,086 95 13,140 (F)21,321 
Total assets$796,235 $97,313 $(99,350)$794,198 
Liabilities:
Current liabilities
Accounts payable$6,098 $789 $(789)(C)$6,098 
Accrued expenses44,791 4,083 (2,888)(C)45,986 
Current portion of notes payable, net of deferred loan costs14,119 — — 14,119 
Deferred income4,294 162 (162)(C)4,294 
Federal and state income taxes payable161 — — 161 
Other current liabilities826 — — 826 
Total current liabilities70,289 5,034 (3,839)71,484 
Notes payable, net of deferred loan costs and current portion589,975 — — 589,975 
Other long-term liabilities23 — 443 (G)466 
Total liabilities660,287 5,034 (3,396)661,925 
Redeemable preferred stock:
Series A convertible preferred stock, $0.01 par value; 41 shares authorized, 41 shares issued and outstanding 51,248 — — 51,248 
Equity:
Sonida’s shareholders’ equity (deficit):
Preferred stock, $0.01 par value:
Authorized shares - 15,000; none issued or outstanding, except Series A convertible preferred stock as noted above— — — — 
Common stock, $0.01 par value:
Authorized shares - 30,000; 19,070 shares issued and outstanding191 — — 191 
Additional paid-in capital492,072 — (3,675)(C)488,397 
Parent net investment92,279 (92,279)(C) (E)— 
Retained deficit(414,720)— — (414,720)
Total Sonida shareholders’ equity (deficit)77,543 92,279 (95,954)73,868 
Noncontrolling interest:7,157 — — 7,157 
Total equity (deficit)84,700 92,279 (95,954)81,025 
Total liabilities, redeemable preferred stock and equity (deficit)$796,235 $97,313 $(99,350)$794,198 






Notes to Unaudited Pro Forma Consolidated Balance Sheet

(A) Represents the unaudited historical condensed consolidated balance sheet of Sonida Senior Living, Inc. as of September 30, 2024, as reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 13, 2024.
(B) Represents the unaudited combined carve-out condensed consolidated balance sheet of the Palm Communities as of September 30, 2024.
(C) Represents adjustments to remove the historical operating assets, liabilities and equity of the Palm Communities as of September 30, 2024 which were not acquired or assumed by the Company plus adjustments to the balance sheet to reflect the Palm Acquisition.
(D) Represents property and equipment, predominantly land and buildings, allocated to the Palm Communities from the Palm Acquisition, which was an asset acquisition. Transaction costs related to the Palm Acquisition have been capitalized in the acquired property and equipment. The assets and liabilities were allocated proportionately based on an estimate of the relative fair values of the Palm Communities. Sonida has not finalized its opening balance sheet adjustment for the Palm Acquisition. The property and equipment are estimated to be depreciated over the straight-line method over their estimated useful lives as of the date of the Palm Acquisition: land and land improvements are not depreciated; buildings and building improvements between 10 to 30 years; and furniture and equipment 7 years.
(E) Represents the application of the cash purchase price paid by Sonida to Principal Senior Living Group prior to the closing of the Palm Acquisition on October 1, 2024. The purchase price was allocated to the assets acquired and liabilities assumed based on fair value estimates. Property and equipment assumed was valued based on the sales comparison approach, cost approach, and income capitalization. In place leases assumed were valued based on the value a market participant would ascribe to any existing leases.
(F) Represents intangible assets, predominantly in place leases, allocated to the Palm Communities from the Palm Acquisition and adjustments to remove the historical operating assets of the Palm Communities. A portion of transaction costs related to the Palm Acquisition have been capitalized in the acquired intangible assets. Sonida has not finalized its opening balance sheet adjustment for the Palm Acquisition. The intangible assets are estimated to be amortized over the straight-line method over their estimated useful lives as of the date of the Palm Acquisition. In place leases are amortized over 3 years.
(G) Represents other long-term liabilities, predominantly below market leases, allocated to the Palm Communities from the Palm Acquisition. A portion of transaction costs related to the Palm Acquisition have been capitalized in the acquired intangible liabilities. Sonida has not finalized its opening balance sheet adjustment for the Palm Acquisition. The intangible liabilities are estimated to be amortized over the straight-line method over their estimated useful lives as of the date of the Palm Acquisition. Below market leases are amortized over 3 years.





SONIDA SENIOR LIVING, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended September 30, 2024
(in thousands, except per share amounts)

Historical Sonida (AA)Palm (BB)AdjustmentsPro Forma Sonida
Revenues:
Resident revenue$190,796 $26,122 $— $216,918 
Management fees2,465 — — 2,465 
Managed community reimbursement revenue19,134 — — 19,134 
Total revenues212,395 26,122 — 238,517 
Expenses:
Operating expense142,790 19,551 — 162,341 
General and administrative expense28,182 2,091 (1,819)(DD)28,454 
Depreciation and amortization expense30,731 2,438 3,674 (EE)36,843 
Managed community reimbursement expense19,134 — — 19,134 
Total expenses220,837 24,080 1,855 246,772 
Other income (expense):
Interest income1,379 — — 1,379 
Interest expense(27,394)(4,800)4,800 (FF)(27,394)
Gain on extinguishment of debt, net38,148 — — 38,148 
Loss from equity method investment(181)— — (181)
Other expense, net(379)(174)— (553)
Income (loss) before provision for income taxes3,131 (2,932)2,945 3,144 
Provision for income taxes(193)— — (193)
Net income (loss)2,938 (2,932)2,945 2,951 
Less: Net loss attributable to noncontrolling interests507 — — 507 
Net income (loss) attributable to Sonida shareholders3,445 (2,932)2,945 3,458 
Dividends on Series A convertible preferred stock(1,409)— — (1,409)
Undeclared dividends on Series A convertible preferred stock(2,707)— — (2,707)
Net loss attributable to common stockholders$(671)$(2,932)$2,945 $(658)
Weighted average common shares outstanding — basic12,787 12,787 
Weighted average common shares outstanding — diluted12,787 12,787 
Basic net loss per common share$(0.05)$(0.05)
Diluted net loss per common share$(0.05)$(0.05)





SONIDA SENIOR LIVING, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended December 31, 2023
(in thousands, except per share amounts)

Historical Sonida (AA)Palm (CC)AdjustmentsPro Forma Sonida
Revenues:
Resident revenue$232,032 $31,236 $— $263,268 
Management fees2,191 — — 2,191 
Managed community reimbursement revenue21,099 — — 21,099 
Total revenues255,322 31,236 — 286,558 
Expenses:
Operating expense177,323 24,719 — 202,042 
General and administrative expense32,198 2,399 (2,175)(DD)32,422 
Depreciation and amortization expense39,888 3,208 4,942 (EE)48,038 
Long-lived asset impairment5,965 — — 5,965 
Managed community reimbursement expense21,099 — — 21,099 
Total expenses276,473 30,326 2,767 309,566 
Other income (expense):
Interest income608 — — 608 
Interest expense(36,118)(6,665)6,410 (FF)(36,373)
Gain on extinguishment of debt, net36,339 — — 36,339 
Other expense, net(532)(161)— (693)
Loss before provision for income taxes(20,854)(5,916)3,643 (23,127)
Provision for income taxes(253)— — (253)
Net loss(21,107)(5,916)3,643 (23,380)
Less: Net loss attributable to noncontrolling interests— — — — 
Net loss attributable to Sonida shareholders(21,107)(5,916)3,643 (23,380)
Undeclared dividends on Series A convertible preferred stock(4,992)— — (4,992)
Net loss attributable to common stockholders$(26,099)$(5,916)$3,643 $(28,372)
Weighted average common shares outstanding — basic6,786 6,786 
Weighted average common shares outstanding — diluted6,786 6,786 
Basic net loss per common share$(3.85)$(4.18)
Diluted net loss per common share$(3.85)$(4.18)




Notes to Unaudited Pro Forma Consolidated Statements of Operations

(AA) Represents the historical condensed consolidated statement of operations of Sonida Senior Living, Inc. for the nine months ended September 30, 2024, as reported in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 13, 2024 and the historical consolidated statement of operations for the year ended December 31, 2023, as reported in the Company’s Annual Report on Form 10-K that was filed with the SEC on March 27, 2024.
(BB) Represents the unaudited combined carve-out statement of operations of the Palm Communities as of the nine months ended September 30, 2024, as included in Exhibit 99.2 of this Current Report on Form 8-K/A.
(CC) Represents the audited combined carve-out statement of operations of the Palm Communities as of December 31, 2023, as included in Exhibit 99.1 of this Current Report on Form 8-K/A.
(DD) Represents expenses for management fees recorded by the Palm Communities that will not be in the Sonida statement of operations as the properties will be internally managed.
(EE) Represents depreciation and amortization expense based on the preliminary estimate of the relative fair value and useful lives of the assets acquired by the Company for the acquisition of the Palm Communities and an adjustment to remove the depreciation and amortization expense recorded by Palm.
(FF) Represents adjustments to remove the historical interest expense of the Palm Communities for the nine months ended September 30, 2024 and the year ended December 31, 2023.





v3.24.4
Cover
Oct. 01, 2024
Cover [Abstract]  
Document Type 8-K/A
Document Period End Date Oct. 01, 2024
Entity Registrant Name Sonida Senior Living, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 1-13445
Entity Tax Identification Number 75-2678809
Entity Address, Address Line One 14755 Preston Road
Entity Address, Address Line Two Suite 810
Entity Address, State or Province TX
Entity Address, City or Town Dallas
Entity Address, Postal Zip Code 75254
City Area Code (972)
Local Phone Number 770-5600
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Title of 12(b) Security Common Stock
Trading Symbol SNDA
Security Exchange Name NYSE
Entity Central Index Key 0001043000
Amendment Flag false
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