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v3.25.2

Debt | 6 Months Ended
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Jun. 30, 2025
Debt Disclosure [Abstract] |
Debt | Debt Long-term debt balances, including associated interest rates and maturities consists of the following (in thousands):
|  |  | Weighted average interest rate |  | June 30, 2025 |  | December 31, 2024
| Maturity Date |  | June 30, 2025 |  | December 31, 2024 |  |
Senior secured revolving credit facility | 2027 |  | 6.9% |  | 7.3% |  | $ | 75,000 |  |  | $ | 60,000 |
Fixed rate mortgage notes payable | 2025 to 2045 |  | 4.6% |  | 4.6% |  | 400,009 |  |  | 400,229 |
Variable rate mortgage notes payable (1) | 2026 to 2029 |  | 6.4% |  | 6.5% |  | 180,530 |  |  | 171,530 |
Notes payable - consolidated VIE | 2026 to 2027 |  | 7.1% |  | 7.2% |  | 21,690 |  |  | 21,690 |
Notes payable - insurance | 2025 to 2026 |  | 5.8% |  | 6.9% |  | 3,653 |  |  | 1,707 |
Total debt |  |  |  |  |  |  | 680,882 |  |  | 655,156 |
Deferred loan costs, net |  |  |  |  |  |  | 2,995 |  |  | 3,766 |
Total debt, net of deferred loan costs |  |  |  |  |  |  | 677,887 |  |  | 651,390 |
Current portion of debt |  |  |  |  |  |  | 17,724 |  |  | 15,486 |
Long-term debt, net |  |  |  |  |  |  | $ | 660,163 |  |  | $ | 635,904 |
(1) See “Note 14–Fair Value Measurements” for interest rate cap agreements on variable rate mortgage notes payable. The following schedule summarizes our debt payable as of June 30, 2025 (in thousands):
Principal payments due in: |
2025 | $ | 18,118 |
2026 | 133,834 |
2027 | 87,597 |
2028 | 12,395 |
2029 | 408,562 |
Thereafter | 20,376 |
Total debt, excluding deferred loan costs | $ | 680,882 |
As of June 30, 2025, our fixed rate mortgage notes bore interest rates ranging from 3.0% t o 6.3%. O ur variable rate mortgage notes and Credit Facility (as defined below) are based on th e Secured Overnight Financing Rate (“SOFR”) plus an applicable margin. As of June 30, 2025, the one-month SOFR was 4.5% and the applicable margins ranged from 0.0% to 3.5%. As of June 30, 2025, we had property and equipment with a net carrying value of $578.8 million that was secured by outstanding notes payable. In addition, as of June 30, 2025, we had property and equipment with a net carrying value of $143.3 million secured by the Credit Facility (as defined below). 2025 Mortgage Loan 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%. 2024 Fannie Mae Loan Modifications 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 amends 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 $2.0 million, $3.0 million and $3.0 million due in November 2025, 2026 and 2027, respectively. Senior Secured Revolving Credit Facility 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 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. Texas Loan Modification In August 2024, the Company entered into loan modification agreements (“Texas Loan Modification”) with one of its lenders on two owned communities in Texas. The original loan terms included maturities of April 2025 and October 2031, as well as cross-default provisions with each other. The Texas Loan Modification included revised loan maturities of December 2025 on both communities, with the Company’s option to make a discounted payoff (“Texas DPO”) of the outstanding loan principal on or prior to November 1, 2024. As part of the consideration, the Company was required to pay a total restructuring fee of $250,000. On November 1, 2024, the Company paid $18.3 million for the Texas DPO, which was financed with funds received from our Credit Facility. 2024 Loan Repurchase Agreement and Ally Term Loan Expansion In 2024, we entered into an agreement with one of our previous lenders whereby the Company agreed to purchase the outstanding indebtedness it owed to such lender for a purchase price of $40.2 million (plus the reimbursement of certain amounts advanced to the Company by such lender). On February 2, 2024, the Company completed the purchase of the total outstanding principal balance of $74.4 million from the lender that was secured by seven of the Company’s senior living communities (such transaction, the “2024 Loan Purchase”). The 2024 Loan Purchase was funded by expanding the Company’s existing loan facility with Ally Bank (“Ally”) by $24.8 million (“Ally Third Amendment”) and the remainder was funded by 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 was secured by six of the Company’s senior living communities involved in the transaction. 2024 Ally Loan Amendment On May 22, 2024, the Company executed an amendment (“Ally Fourth Amendment”) to the Ally term loan agreement. Ally Bank successfully syndicated a portion of its total term loan commitment to Cross River Bank (“Cross River”). Following the syndication, Ally Bank and Cross River 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. See “Note 17–Subsequent Ev ents.” Notes Payable - Consolidated VIE As of June 30, 2025, the Company had $21.7 million of mortgage debt outstanding related to the Palatine JVs. The mortgages have a weighted average interest rate of 7.1% and terms ranging from 2026 through 2027. The Company has guaranteed $3.1 million of the Palatine JV mortgages. In addition, one of the affiliates in the Palatine JVs entered into a SOFR-based IRC to reduce exposure to the variable interest rate fluctuations associated with one of the mortgages at a cost of $0.1 million. Notes Payable - Insurance As of June 30, 2025, the Company had finance agreements for certain insurance policies totaling $3.7 million, with a weighted average fixed interest rate of 5.8%, and principal being repaid over nine or ten month terms. Deferred Loan Costs As of June 30, 2025 and December 31, 2024, the Company had gross deferred loan costs of $11.4 million and $11.4 million, respectively, related to notes payable. Accumulated amortization was $8.4 million and $7.6 million as of June 30, 2025 and December 31, 2024, respectively. Financial Covenants Certain of the Company's debt agreements contain restrictions and financial covenants, which require the Company to maintain prescribed minimum liquidity, net worth, and stockholders' equity levels and debt service ratios, and require the Company not to exceed prescribed leverage ratios, in each case on a consolidated, portfolio-wide, multi-community, single-community, and/or entity basis. In addition, the Company's debt agreements generally contain non-financial covenants, such as those requiring the Company to comply with Medicaid provider requirements and maintain insurance coverage. The Company's failure to comply with applicable covenants could constitute an event of default under the applicable debt agreements. Many of the Company's debt agreements contain cross-default provisions so that a default under one of these instruments could cause a default under other debt agreements (including with other lenders). Furthermore, the Company's mortgage debt is secured by its communities and, in certain cases, a guaranty by the Company and/or one or more of its subsidiaries. As of June 30, 2025, the Company was in compliance with the financial covenants of its debt agreements.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8A -Publisher FASB -URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A Reference 2: http://www.xbrl.org/2003/role/disclosureRef 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