8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  November 5, 2020

FIVE STAR SENIOR LIVING INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-16817	04-3516029
(Commission File Number)	(IRS Employer Identification No.)
400 Centre Street, Newton, Massachusetts	02458
(Address of Principal Executive Offices)	(Zip Code)

617-796-8387

(Registrant’s Telephone Number, Including Area Code)

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:
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Stock	FVE	The Nasdaq Stock Market LLC

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.  ☐

Item 2.02.  Results of Operations and Financial Condition.

On November 5, 2020, Five Star Senior Living Inc., or the Company, issued a press release regarding the Company’s results of operations and financial condition for the quarter ended September 30, 2020. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto. Supplemental information related to the third quarter 2020 results is included in the November 2020 investor presentation and is furnished herewith as Exhibit 99.2.

Item 9.01.  Financial Statements and Exhibits.

(d)     Exhibits.

The Company hereby furnishes the following exhibit:

99.1Press Release dated November 5, 2020.

99.2November 2020 investor presentation.

104Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

FIVE STAR SENIOR LIVING INC.

By:	/s/ Jeffrey C. Leer
	Jeffrey C. Leer
	Executive Vice President, Chief Financial Officer and Treasurer

Dated:  November 5, 2020

EX-99.1

Exhibit 99.1

	400 Centre Street Newton, Massachusetts 02458
	617-796-8387
	fivestarseniorliving.com

FOR IMMEDIATE RELEASE	Contact:
	Olivia Snyder, Manager, Investor Relations
	(617) 796-8245

Five Star Senior Living Inc. Announces Third Quarter 2020 Results

Third Quarter Total Management and Operating Revenues of $55.0 Million

Third Quarter Net Income of $3.7 Million and Net Income Per Diluted Share of $0.12

Third Quarter Adjusted EBITDA of $6.8 million

Newton, MA (November 5, 2020): Five Star Senior Living Inc. (Nasdaq: FVE) today announced its financial results for the quarter ended September 30, 2020.

Katherine Potter, President and Chief Executive Officer, made the following statement regarding the third quarter 2020 results:

“Five Star’s third quarter significant positive cash flow and year-over-year growth in Adjusted EBITDA and net income reflect the benefits of the restructuring of our business arrangements with Diversified Healthcare Trust, effective January 1, 2020, particularly in light of the ongoing adverse effects across the senior living industry from the COVID-19 pandemic. Additionally, our rehabilitation and wellness services division grew operating income over 170% as compared to the same period last year and continues to meaningfully contribute to our overall positive performance. Our balance sheet remains strong with $95.8 million of unrestricted cash and no amounts outstanding on our revolving credit facility.

Operationally, we continue to adapt to the evolving impact of the pandemic. I remain inspired by the dedication of our team members. As always, our priority continues to be the health and wellness of our residents, clients and team members.”

Overview and Results for the Quarter EndedSeptember 30, 2020:

•During the third quarter of 2020, FVE continued with a phased re-opening plan for its senior living communities consistent with federal, state and local regulations and internal criteria. At September 30, 2020, 96% of senior living communities were accepting new residents in at least one service line of business (independent living, assisted living, skilled nursing or memory care). Occupancy declines at the communities FVE owns, operates and manages have decelerated compared to the second quarter of 2020. Despite this deceleration, FVE continued to experience declines in average monthly senior living revenue per available unit (RevPAR) throughout the quarter due to occupancy challenges. In contrast, FVE's rehabilitation and wellness services segment grew by adding three net new outpatient rehabilitation clinics and experienced a 6.3% increase in average daily clinic visits in the quarter compared to the second quarter of 2020. Overall, FVE continues to experience increased costs associated with the impact of the COVID-19 pandemic that are expected to continue throughout the remainder of 2020.

•Combined senior living revenues and management fees for communities FVE leased from Diversified Healthcare Trust, or DHC, prior to January 1, 2020, and now manages on behalf of DHC, for the quarter ended September 30, 2020, decreased to $33.8 million from $261.7 million for the same period in 2019, primarily due to the conversion of the formerly leased senior living communities to managed communities as a result of the Restructuring Transactions, as described in the Selected Pro Forma Condensed Consolidated Financial Information and Other Data in the Supplemental Information of this press release. Additionally, the decline in revenues as compared to the same period of the prior year are impacted by the sale of 15 communities in the third quarter of 2019 that FVE previously leased from DHC. Senior living revenues at communities FVE leased or owned continuously since July 1, 2019 were $18.5 million, which represents a $2.0 million or 9.8% decrease from the same period in 2019, primarily due to a decline in occupancy as a result of the COVID-19 pandemic.

•Rehabilitation and wellness services revenues for the third quarter of 2020 increased to $21.1 million from $12.4 million for the same period in 2019, primarily due to the impact of $5.8 million of inpatient rehabilitation clinic revenue at communities FVE previously leased from DHC during the third quarter of 2019, which was previously eliminated in consolidation accounting prior to the Restructuring Transactions, as well as the opening of 36 net new outpatient clinics since the third quarter of 2019. Revenues increased $2.9 million compared to the September 30, 2019 pro forma results primarily attributable to opening 35 net new clinics since July 1, 2019.

•Net income for the third quarter of 2020 was $3.7 million, or $0.12 per diluted share, compared to net income of $3.5 million, or $0.11 per diluted share, for the September 30, 2019 pro forma results.

•Earnings before interest, taxes, depreciation and amortization, or EBITDA, for the third quarter of 2020 was $7.1 million compared to $7.3 million for the September 30, 2019 pro forma results. Adjusted EBITDA, as described further below, was $6.8 million for the third quarter of 2020 compared to $7.2 million for the September 30, 2019 pro forma results. EBITDA and Adjusted EBITDA are non-GAAP financial measures. Reconciliations of net income determined in accordance with GAAP to EBITDA and Adjusted EBITDA, both actual and pro forma results, for the quarters ended September 30, 2020 and 2019 are presented later in this press release.

•As of September 30, 2020, FVE had unrestricted cash and cash equivalents of $95.8 million, of which $12.9 million related to funds received from DHC to fund working capital obligations. In addition, FVE had no amounts outstanding on its revolving credit facility and $7.3 million outstanding on one mortgage note.

Conference Call Information:

At 1:00 p.m. Eastern Time this afternoon, President and Chief Executive Officer, Katherine Potter, Executive Vice President, Chief Financial Officer and Treasurer, Jeffrey Leer, and Senior Vice President and Chief Operating Officer, Margaret Wigglesworth, will host a conference call to discuss FVE's third quarter 2020 results.

The conference call telephone number is (877) 329-4332. Participants calling from outside the United States and Canada should dial (412) 317-5436. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. Eastern Time on Thursday, November 12, 2020. To hear the replay, dial (412) 317-0088. The replay pass code is 10148150.

A live audio webcast of the conference call will also be available in a listen-only mode on FVE’s website, www.fivestarseniorliving.com. Participants wanting to access the webcast should visit FVE’s website about five minutes before the call. The archived webcast will be available for replay on FVE’s website following the call for about a week. The transcription, recording and retransmission in any way of FVE'sthird quarter2020conference callarestrictly prohibited without the prior written consent ofFVE. FVE’s website is not incorporated as part of this press release.

2

About Five Star Senior Living Inc.:

FVE is a senior living and rehabilitation and wellness services company. As of September 30, 2020, FVE operated 263 senior living communities (30,544 living units) located in 31 states, including 239 communities (28,232 living units) that it managed and 24 communities (2,312 living units) that it owned or leased. FVE operates communities that include independent living, assisted living, continuing care retirement and skilled nursing communities. Additionally, FVE's rehabilitation and wellness services segment includes Ageility Physical Therapy SolutionsTM, or Ageility, a division of FVE, which provides rehabilitation and wellness services within FVE communities as well as to external customers. As of September 30, 2020, Ageility operated 209 outpatient rehabilitation clinics and 40 inpatient rehabilitation clinics. FVE is headquartered in Newton, Massachusetts.

3

Five Star Senior Living Inc.

Condensed Consolidated Statements of Operations

(amounts in thousands, except per share amounts)

(unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
REVENUES
Senior living	$	18,525	$	257,600	$	59,112	$	786,771
Management fees	15,302		4,053		48,058		12,060
Rehabilitation and wellness services	21,124		12,447		61,776		34,707
Total management and operating revenues	54,951		274,100		168,946		833,538
Reimbursed community-level costs incurred on behalf of managed communities	233,783		80,909		689,903		232,733
Other reimbursed expenses	6,589		—		19,003		—
Total revenues	295,323		355,009		877,852		1,066,271
Other operating income	—		—		1,499		—
OPERATING EXPENSES
Senior living wages and benefits	11,128		137,916		30,633		411,553
Other senior living operating expenses	6,717		76,929		18,290		223,896
Rehabilitation and wellness services expenses	16,124		10,412		48,595		28,031
Community-level costs incurred on behalf of managed communities	233,783		80,909		689,903		232,733
General and administrative	19,916		20,094		66,348		67,144
Rent	1,282		33,169		3,837		120,973
Depreciation and amortization	2,680		2,818		8,084		13,924
Loss on sale of senior living communities	—		749		—		850
Long-lived asset impairment	—		18		—		3,278
Total operating expenses	291,630		363,014		865,690		1,102,382
Operating income (loss)	3,693		(8,005)		13,661		(36,111)
Interest, dividend and other income	104		414		625		985
Interest and other expense	(379)		(384)		(1,170)		(2,196)
Unrealized gain (loss) on equity investments	435		148		(160)		476
Realized gain (loss) on sale of debt and equity investments	327		(9)		422		227
Loss on termination of leases	—		—		(22,899)		—
Income (loss) before income taxes and equity in earnings of an investee	4,180		(7,836)		(9,521)		(36,619)
(Provision) benefit for income taxes	(465)		687		(971)		(98)
Equity in earnings of an investee	—		83		—		617
Net income (loss)	$	3,715	$	(7,066)	$	(10,492)	$	(36,100)
Weighted average shares outstanding—basic	31,486		5,012		31,465		5,007
Weighted average shares outstanding—diluted	31,563		5,012		31,465		5,007
Net income (loss) per share—basic	$	0.12	$	(1.41)	$	(0.33)	$	(7.21)
Net income (loss) per share—diluted	$	0.12	$	(1.41)	$	(0.33)	$	(7.21)

4

Five Star Senior Living Inc.

Reconciliation of Non-GAAP Financial Measures

(dollars in thousands)

(unaudited)

Non-GAAP financial measures are financial measures that are not determined in accordance with U.S. generally accepted accounting principles, or GAAP. FVE believes the non-GAAP financial measures presented in the table below are meaningful supplemental disclosures because they may help investors better understand changes in FVE’s operating results and its ability to pay rent or service debt, make capital expenditures and expand its business. These non-GAAP financial measures may also help investors make comparisons between FVE and other companies on both a GAAP and non-GAAP basis. FVE believes that EBITDA and Adjusted EBITDA are meaningful financial measures that may help investors better understand its financial performance, including by allowing investors to compare FVE's performance between periods and to the performance of other companies. FVE management uses EBITDA and Adjusted EBITDA to evaluate FVE’s financial performance and compare FVE’s performance over time and to the performance of other companies. FVE calculates EBITDA and Adjusted EBITDA as shown below. These measures should not be considered as alternatives to net income (loss) or operating income (loss), as indicators of FVE’s operating performance or as measures of FVE’s liquidity. Also, EBITDA and Adjusted EBITDA as presented may not be comparable to similarly titled amounts calculated by other companies.

FVE believes that net income (loss) is the most directly comparable financial measure, determined according to GAAP, to FVE’s presentation of EBITDA and Adjusted EBITDA. The following table presents the reconciliation of these non-GAAP financial measures to net income (loss) for each of the three and nine months ended September 30, 2020 and 2019.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2020		2019		2020		2019
Net income (loss)	$	3,715	$	(7,066)	$	(10,492)	$	(36,100)
Add (less):
Interest and other expense	379		384		1,170		2,196
Interest, dividend and other income	(104)		(414)		(625)		(985)
Provision (benefit) for income taxes	465		(687)		971		98
Depreciation and amortization	2,680		2,818		8,084		13,924
EBITDA	7,135		(4,965)		(892)		(20,867)
Add (less):
Long-lived asset impairment	—		18		—		3,278
Loss on sale of senior living communities	—		749		—		850
Severance (1)	—		—		282		393
Litigation settlement (2)	—		—		2,473		—
Unrealized (gain) loss on equity investments	(435)		(148)		160		(476)
Loss on termination of leases (3)	—		—		22,899		—
Transaction costs (4)	142		1,330		1,412		10,138
Adjusted EBITDA	$	6,842	$	(3,016)	$	26,334	$	(6,684)

(1) Costs incurred during 2020 represent those related to a reduction in workforce.

(2) Represents costs incurred related to the settlement of a lawsuit and is included in other senior living operating expenses in our condensed consolidated statements of operations. The agreed upon settlement remains subject to a final definitive settlement agreement and to court and regulatory approvals.

(3) Represents the excess of the fair value of the Share Issuances of $97,899 compared to the consideration of $75,000 paid by DHC, as described in the Selected Pro Forma Condensed Consolidated Financial Information and Other Data in the Supplemental Information of this press release.

(4) Includes costs incurred related to the Restructuring Transactions as described in the Selected Pro Forma Condensed Consolidated Financial Information and Other Data in the Supplemental Information of this press release.

5

Five Star Senior Living Inc.

Condensed Consolidated Balance Sheets

(dollars in thousands, except per share amounts)

(unaudited)

	September 30,		December 31,
	2020		2019
ASSETS
Current assets:
Cash and cash equivalents	$	95,779	$	31,740
Restricted cash and cash equivalents	23,842		23,995
Accounts receivable, net of allowance	9,755		34,190
Due from related person	79,807		5,533
Debt and equity investments	20,465		21,070
Prepaid expenses and other current assets	21,006		17,286
Assets held for sale	—		9,554
Total current assets	250,654		143,368
Property and equipment, net	160,741		167,247
Equity investment of an investee, net	11		298
Restricted cash and cash equivalents	821		1,244
Restricted debt and equity investments	4,975		7,105
Operating lease right of use assets	18,748		20,855
Finance lease right of use assets	4,515		—
Other long-term assets	3,844		5,676
Total assets	$	444,309	$	345,793
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	21,543	$	30,440
Accrued expenses and other current liabilities	49,960		55,981
Accrued compensation and benefits	67,725		35,629
Accrued self-insurance obligations	28,567		23,791
Operating lease liabilities	2,773		2,872
Finance lease liabilities	386		—
Due to related persons	199		2,247
Mortgage note payable	381		362
Security deposits and current portion of continuing care contracts	375		434
Liabilities held for sale	—		12,544
Total current liabilities	171,909		164,300
Long-term liabilities:
Accrued self-insurance obligations	35,985		33,872
Operating lease liabilities	17,636		19,671
Finance lease liabilities	4,129		—
Mortgage note payable	6,882		7,171
Other long-term liabilities	207		798
Total long-term liabilities	64,839		61,512
Shareholders’ equity:
Common stock, par value $0.01	316		52
Additional paid-in-capital	459,851		362,450
Accumulated deficit	(253,982)		(245,184)
Accumulated other comprehensive income	1,376		2,663
Total shareholders’ equity	207,561		119,981
Total liabilities and shareholders' equity	$	444,309	$	345,793

6

Supplemental Information

Five Star Senior Living Inc.

Supplemental Financial Data

(dollars in thousands)

(unaudited) 

Management and Operating Revenues by Product Type

	Three Months Ended September 30, 2020
Management and Operating Revenues by Product Type:	Senior Living		Management Fees		Rehabilitation and Wellness Services		Total Revenues
Independent and assisted living community revenues	$	18,525	$	8,751	$	—	$	27,276
Continuing care retirement community revenues	—		5,451		—		5,451
Skilled nursing facility revenues	—		1,100		—		1,100
Rehabilitation and wellness services revenues	—		—		21,124		21,124
Total management and operating revenues	$	18,525	$	15,302	$	21,124	$	54,951
	Three Months Ended September 30, 2019
Management and Operating Revenues by Product Type:	Senior Living		Management Fees		Rehabilitation and Wellness Services		Total Revenues
Independent and assisted living community revenues	$	127,201	$	3,207	$	—	$	130,408
Continuing care retirement community revenues	95,746		846		—		96,592
Skilled nursing facility revenues	34,653		—		—		34,653
Rehabilitation and wellness services revenues	—		—		12,447		12,447
Total management and operating revenues	$	257,600	$	4,053	$	12,447	$	274,100
	Nine Months Ended September 30, 2020
Management and Operating Revenues by Product Type:	Senior Living		Management Fees		Rehabilitation and Wellness Services		Total Revenues
Independent and assisted living community revenues	$	59,112	$	27,402	$	—	$	86,514
Continuing care retirement community revenues	—		17,273		—		17,273
Skilled nursing facility revenues	—		3,383		—		3,383
Rehabilitation and wellness services revenues	—		—		61,776		61,776
Total management and operating revenues	$	59,112	$	48,058	$	61,776	$	168,946
	Nine Months Ended September 30, 2019
Management and Operating Revenues by Product Type:	Senior Living		Management Fees		Rehabilitation and Wellness Services		Total Revenues
Independent and assisted living community revenues	$	380,739	$	9,484	$	—	$	390,223
Continuing care retirement community revenues	290,427		2,576		—		293,003
Skilled nursing facility revenues	115,605		—		—		115,605
Rehabilitation and wellness services revenues	—		—		34,707		34,707
Total management and operating revenues	$	786,771	$	12,060	$	34,707	$	833,538

7

Supplemental Information

Five Star Senior Living Inc.

Supplemental Financial Data

(dollars in thousands)

(unaudited) 

Comparable Management and Operating Revenues by Product Type (1)

	Three Months Ended September 30, 2020
Management and Operating Revenues by Product Type:	Senior Living		Management Fees		Rehabilitation and Wellness Services		Total Revenues
Independent and assisted living community revenues	$	18,489	$	3,793	$	—	$	22,282
Continuing care retirement community revenues	—		1,084		—		1,084
Rehabilitation and wellness services revenues	—		—		17,563		17,563
Total management and operating revenues	$	18,489	$	4,877	$	17,563	$	40,929
	Three Months Ended September 30, 2019
Management and Operating Revenues by Product Type:	Senior Living		Management Fees		Rehabilitation and Wellness Services		Total Revenues
Independent and assisted living community revenues	$	20,499	$	3,146	$	—	$	23,645
Continuing care retirement community revenues	—		735		—		735
Rehabilitation and wellness services revenues	—		—		11,921		11,921
Total management and operating revenues	$	20,499	$	3,881	$	11,921	$	36,301
	Nine Months Ended September 30, 2020
Management and Operating Revenues by Product Type:	Senior Living		Management Fees		Rehabilitation and Wellness Services		Total Revenues
Independent and assisted living community revenues	$	58,336	$	11,516	$	—	$	69,852
Continuing care retirement community revenues	—		3,425		—		3,425
Rehabilitation and wellness services revenues	—		—		47,671		47,671
Total management and operating revenues	$	58,336	$	14,941	$	47,671	$	120,948
	Nine Months Ended September 30, 2019
Management and Operating Revenues by Product Type:	Senior Living		Management Fees		Rehabilitation and Wellness Services		Total Revenues
Independent and assisted living community revenues	$	61,744	$	9,052	$	—	$	70,796
Continuing care retirement community revenues	—		2,221		—		2,221
Rehabilitation and wellness services revenues	—		—		31,279		31,279
Total management and operating revenues	$	61,744	$	11,273	$	31,279	$	104,296

(1) The tables for the three months ended September 30, 2020 and 2019 include data for 24 owned and leased senior living communities, 75 managed senior living communities and 185 rehabilitation clinics that FVE has continuously owned, continuously leased or continuously managed since July 1, 2019. The tables for the nine months ended September 30, 2020 and 2019 include data for senior living communities and rehabilitation clinics that FVE has continuously owned, continuously leased or continuously managed since January 1, 2019.

8

Supplemental Information

Five Star Senior Living Inc.

Senior Living Segment Data

(dollars in thousands, except per unit amounts)

(unaudited)

	Three Months Ended
	September 30,				June 30,				March 31,				December 31,				September 30,
	2020				2020				2020				2019				2019
Owned and Leased Communities
Independent and assisted living communities:
Revenues	$	18,525			$	19,590			$	20,997			$	249,726			$	257,600
Operating expenses	19,661				20,165				17,470				220,389				250,840
Operating (loss) income	(1,136)				(575)				3,527				29,337				6,760
Operating margin	(6.1)		%		(2.9)		%		16.8		%		11.7		%		2.6		%
Number of communities (end of period)	24				24				24				190				190
Number of living units (end of period) (1)	2,312				2,312				2,312				20,948				20,948
Occupancy	74.7		%		78.3		%		81.3		%		82.9		%		82.9		%
RevPAR (2)	$	2,665			$	2,813			$	2,938			$	3,974			$	3,943
Managed Communities (3)
Independent and assisted living communities:
Management fees	$	8,751			$	9,088			$	9,563			$	3,221			$	3,207
Community-level revenues	167,436				174,648				184,455				81,188				81,380
Community-level expenses	145,399				139,175				143,105				65,899				64,491
Community operating income	22,037				35,473				41,350				15,289				16,889
Community operating margin	13.2		%		20.3		%		22.4		%		18.8		%		20.8		%
Number of communities (end of period)	189			(4)	191			(4)	193			(4)	69			(4)	68
Number of living units (end of period) (1)	18,032			(4)	18,148			(4)	18,395			(4)	8,106			(4)	7,937
Occupancy	75.5		%		79.1		%		82.9		%		84.0		%		85.3		%
RevPAR (2)	$	3,088			$	3,208			$	3,360			$	3,401			$	3,448
Continuing care retirement communities:
Management fees	$	5,451			$	5,485			$	6,337			$	888			$	846
Community-level revenues	104,770				110,729				123,498				27,502				26,436
Community-level expenses	99,816				99,071				103,946				24,998				25,002
Community operating income	4,954				11,658				19,552				2,504				1,434
Community operating margin	4.7		%		10.5		%		15.8		%		9.1		%		5.4		%
Number of communities (end of period)	39				39				40				9				9
Number of living units (end of period) (1)(5)	8,936				8,936				9,301				2,231				2,231
Occupancy	75.6		%		79.1		%		83.4		%		83.5		%		82.8		%
RevPAR (2)	$	3,908			$	4,131			$	4,426			$	4,109			$	3,950

9

Supplemental Information

	Three Months Ended
	September 30,				June 30,				March 31,			December 31,			September 30,
	2020				2020				2020			2019			2019
Skilled nursing facilities (6):
Management fees	$	1,100			$	1,132			$	1,151		$	—		$	—
Community-level revenues	21,900				24,554				22,956			—			—
Community-level expenses	22,831				22,009				21,854			—			—
Community operating (loss) income	(931)				2,545				1,102			—			—
Community operating margin	(4.3)		%		10.4		%		4.8		%	—		%	—		%
Number of communities (end of period)	11				11				11			—			—
Number of living units (end of period) (1)(7)	1,264				1,264				1,264			—			—
Occupancy	68.8		%		70.1		%		73.3		%	—		%	—		%
RevPAR (2)	$	5,775			$	6,475			$	6,054		$	—		$	—
Total managed communities:
Management fees	$	15,302			$	15,705			$	17,051		$	4,109		$	4,053
Community-level revenues	294,106				309,931				330,909			108,690			107,816
Community-level expenses	268,046				260,255				268,905			90,897			89,493
Community operating income	26,060				49,676				62,004			17,793			18,323
Community operating margin	8.9		%		16.0		%		18.7		%	16.4		%	17.0		%
Number of communities (end of period)	239			(4)	241			(4)	244			78			77
Number of living units (end of period) (1)	28,232			(4)	28,348			(4)	28,960			10,337			10,168
Occupancy	75.2		%		78.7		%		82.6		%	83.9		%	84.7		%
RevPAR (2)	$	3,468			$	3,644			$	3,820		$	3,556		$	3,559

(1) Includes living units categorized as in service. As a result, the number of living units may vary from period to period for reasons other than the acquisition or disposition of senior living communities.

(2) RevPAR is defined by FVE as resident fee revenues for the corresponding portfolio for the period divided by the average number of available units for the period, divided by the number of months in the period. Data for the period ended December 31, 2019, excludes approximately $4,200 of deferred resident fees and deposits recognized due to the Restructuring Transactions.

(3) Senior living segment data for managed communities, other than FVE's management fees, represents financial data of communities FVE manages for the account of DHC and does not represent financial results of FVE. Managed communities data is included to provide supplemental information regarding the operating results and financial condition of the communities from which FVE earns management fees.

(4) Includes one active adult community with 168 units.

(5) Includes 2,186 skilled nursing units in communities where assisted living and independent living services are the predominant services provided.

(6) FVE did not manage skilled nursing facilities prior to January 1, 2020.

(7) Includes 53 assisted living and independent living units in communities where skilled nursing services are the predominant services provided.

10

Supplemental Information

Five Star Senior Living Inc.

Comparable Communities Senior Living Segment Data

(dollars in thousands, except per unit amounts)

(unaudited)

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2019			2019			2019
Owned and Leased Communities(1):
Number of communities (end of period)	24			24			24			24			24
Number of living units (end of period) (2)	2,312			2,312			2,312			2,312			2,312
Occupancy	74.7		%	78.3		%	81.3		%	81.4		%	81.3		%
RevPAR (3)	$	2,665		$	2,813		$	2,930		$	2,941		$	2,954
Managed Communities(1)(4):
Number of communities (end of period)	75			75			75			75			75
Number of living units (end of period) (2)	9,689			9,689			9,697			9,700			9,700
Occupancy	76.7		%	80.1		%	83.9		%	84.5		%	85.5		%
RevPAR (3)	$	3,221		$	3,398		$	3,548		$	3,559		$	3,561

(1) Includes data for senior living communities that FVE has continuously owned, continuously leased or continuously managed since July 1, 2019.

(2) Includes living units categorized as in service. As a result, the number of living units may vary from period to period for reasons other than the acquisition or sale of senior living communities.

(3) RevPAR is defined by FVE as resident fee revenues for the corresponding portfolio for the period divided by the average number of available units for the period, divided by the number of months in the period.

(4) Senior living segment data for comparable managed communities represents financial data of communities FVE manages for the account of DHC and does not represent financial results of FVE. Managed communities data is included to provide supplemental information regarding the operating results and financial condition of the communities from which FVE earns management fees.

11

Supplemental Information

Five Star Senior Living Inc.

Rehabilitation and Wellness Services Segment Data

(dollars in thousands)

(unaudited)

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019
Rehabilitation and Wellness Services:
Revenues (1)(2)	$	21,124		$	19,268		$	21,384		$	13,978		$	12,447
Other operating income (3)	—			1,499			—			—			—
Operating expenses	16,833			16,259			17,616			12,384			10,861
Operating income (1)	4,291			4,508			3,768			1,594			1,586
Operating margin (1)	20.3		%	21.7		%	17.6		%	11.4		%	12.7		%
Number of inpatient clinics (end of period)	40			40			41			41			41
Number of outpatient clinics (end of period)	209			206			203			190			173

(1) Includes Ageility clinics and home health operations.

(2) Prior to the effective date of the Transaction Agreement (as defined below), revenue related to inpatient clinics at communities we previously leased from DHC was eliminated in consolidation pursuant to GAAP.

(3) Other operating income represents revenues recognized for funds received under the Provider Relief Fund of the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, for which FVE has determined that it complies with the associated terms and conditions that permit FVE to retain these funds.

12

Supplemental Information

Five Star Senior Living Inc.

Comparable Rehabilitation and Wellness Services Segment Data

(dollars in thousands)

(unaudited)

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2020			2020			2020			2019			2019
Rehabilitation and Wellness Services:
Revenues (1)(2)	$	17,563		$	16,756		$	18,938		$	12,433		$	11,921
Other operating income (3)	—			1,103			—			—			—
Operating expenses	14,000			13,924			15,210			10,413			9,698
Operating income (1)	3,563			3,935			3,728			2,020			2,223
Operating margin (1)	20.3		%	22.0		%	19.7		%	16.2		%	18.6		%
Number of inpatient clinics (end of period)	40			40			40			40			40
Number of outpatient clinics (end of period)	145			145			145			145			145

(1) Includes Ageility clinics and home health operations.

(2) Prior to the effective date of the Transaction Agreement (as defined below), revenue related to inpatient clinics at communities we previously leased from DHC was eliminated in consolidation pursuant to GAAP.

(3) Other operating income represents revenues recognized for funds received under the Provider Relief Fund of the CARES Act for which FVE has determined that it complies with the associated terms and conditions that permit FVE to retain these funds.

13

Supplemental Information

Five Star Senior Living Inc.

Owned Senior Living Communities as of and for the Three Months Ended September 30, 2020

(dollars in thousands)

(unaudited)

No.	Community Name	State	Property Type (1)	Living Units	Senior Living Revenues		Gross Carrying Value		Net Carrying Value		Date Acquired	Year Built or Most Recent Renovation
1	Morningside of Decatur (2)	Alabama	AL	49	$	333	$	3,666	$	2,176	11/19/2004	1999
2	Morningside of Auburn	Alabama	AL	42	402		2,292		1,540		11/19/2004	1997
3	The Palms of Fort Myers (2)	Florida	IL	218	1,753		30,764		15,108		4/1/2002	1988
4	Five Star Residences of Banta Pointe (3)	Indiana	AL	121	807		18,273		12,743		9/29/2011	2006
5	Five Star Residences of Fort Wayne (2)	Indiana	AL	154	1,136		25,675		17,752		9/29/2011	1998
6	Five Star Residences of Clearwater	Indiana	AL	88	366		9,766		5,547		6/1/2011	1999
7	Five Star Residences of Lafayette (2)	Indiana	AL	109	521		15,878		10,943		6/1/2011	2000
8	Five Star Residences of Noblesville (2)	Indiana	AL	151	1,248		25,161		17,706		7/1/2011	2005
9	The Villa at Riverwood (2)	Missouri	IL	110	642		6,876		3,198		4/1/2002	1986
10	Carriage House Senior Living	North Carolina	AL	98	1,049		8,407		5,366		12/1/2008	1997
11	Forest Heights Senior Living	North Carolina	AL	111	883		13,593		8,922		12/1/2008	1998
12	Fox Hollow Senior Living (2)	North Carolina	AL	77	874		11,034		7,258		7/1/2000	1999
13	Legacy Heights Senior Living (2)	North Carolina	AL	116	1,437		12,668		8,156		12/1/2008	1997
14	Morningside at Irving Park	North Carolina	AL	91	775		6,973		3,902		11/19/2004	1997
15	Voorhees Senior Living (2)	New Jersey	AL	104	941		10,245		6,100		7/1/2008	1999
16	Washington Township Senior Living (2)	New Jersey	AL	103	866		10,177		6,094		7/1/2008	1998
17	The Devon Senior Living	Pennsylvania	AL	84	613		6,881		3,858		7/1/2008	1985
18	The Legacy of Anderson	South Carolina	IL	101	580		1,371		467		12/1/2008	2003
19	Morningside of Springfield (2)	Tennessee	AL	54	407		3,654		1,738		11/19/2004	1984
20	Huntington Place	Wisconsin	AL	127	829		17,504		11,309		7/15/2010	1999
	Total			2,108	$	16,462	$	240,858	$	149,883

(1) AL is primarily an assisted living community and IL is primarily an independent living community.

(2) Encumbered property under our $65,000 revolving credit facility.

(3) Encumbered property under our $7,263 mortgage note.

14

Supplemental Information

Selected Pro Forma Condensed Consolidated Financial Information and Other Data

As previously announced, FVE entered into a transaction agreement, or the Transaction Agreement, with DHC to restructure our business arrangements pursuant to which, effective January 1, 2020:

•FVE’s then existing five master leases with DHC as well as FVE’s existing management and pooling agreements with DHC were terminated and replaced with new management agreements for all of these senior living communities, together with a related omnibus agreement, the New Management Agreements;

•FVE issued 10,268,158 of its common shares to DHC and an aggregate of 16,118,849 of its common shares to DHC's shareholders of record as of December 13, 2019, or together, the Share Issuances; and

•as consideration for the Share Issuances, DHC provided to FVE $75.0 million by assuming certain of FVE's working capital liabilities and through cash payments. Such consideration, the New Management Agreements and the Share Issuances are collectively referred to as the Restructuring Transactions.

The following is a summary of selected financial and other data presented on a pro forma basis after giving effect to the completion of the Restructuring Transactions. The unaudited pro forma condensed consolidated statement of operations includes adjustments related to the Restructuring Transactions described above, and assumes that the Restructuring Transactions occurred as of January 1, 2019. In the opinion of management, all adjustments necessary to reflect the effects of the Restructuring Transactions have been included. The unaudited pro forma condensed consolidated statement of operations and the selected financial and other data are primarily based on, and should be read in conjunction with, FVE’s unaudited condensed consolidated financial statements and accompanying notes included in FVE’s Quarterly Report on Form 10-Q for the three months ended September 30, 2019.

The historical consolidated financial information for FVE included in the unaudited condensed consolidated pro forma statement of operations and selected financial and other data has been adjusted to give effect to pro forma events that are (1) directly attributable to the Restructuring Transactions, (2) factually supportable and (3) expected to have a continuing impact on FVE’s results of operations. The unaudited pro forma condensed consolidated statement of operations and pro forma selected financial and other data should be read in conjunction with the accompanying notes. The unaudited pro forma condensed consolidated statement of operations and other selected financial and other data are provided for informational purposes only.

15

Supplemental Information

Five Star Senior Living Inc.

Condensed Consolidated Statement of Operations

(amounts in thousands, except per share amounts)

(unaudited)

	Three Months Ended September 30,
	2020		Pro Forma 2019 (1)
REVENUES
Senior living	$	18,525	$	20,499
Management fees	15,302		17,801
Rehabilitation and wellness services	21,124		18,248
Total management and operating revenues	54,951		56,548
Reimbursed community-level costs incurred on behalf of managed communities	233,783		263,029
Other reimbursed expenses	6,589		—
Total revenues	295,323		319,577
OPERATING EXPENSES
Senior living wages and benefits	11,128		9,815
Other senior living operating expenses	6,717		7,334
Rehabilitation and wellness services expenses	16,124		16,213
Community-level costs incurred on behalf of managed communities	233,783		263,029
General and administrative	19,916		15,051
Rent	1,282		1,044
Depreciation and amortization	2,680		2,754
Total operating expenses	291,630		315,240
Operating income	3,693		4,337
Interest, dividend and other income	104		414
Interest and other expense	(379)		(281)
Unrealized gain on equity investments	435		148
Realized gain (loss) on sale of debt and equity investments	327		(9)
Income before income taxes and equity in earnings of an investee	4,180		4,609
Provision for income taxes	(465)		(1,225)
Equity in earnings of an investee	—		83
Net income	$	3,715	$	3,467
Add (less):
Interest and other expense	379		281
Interest, dividend and other income	(104)		(414)
Provision for income taxes	465		1,225
Depreciation and amortization	2,680		2,754
EBITDA	$	7,135	$	7,313
Add (less):
Unrealized gain on equity investments	(435)		(148)
Transaction costs	142		—
Adjusted EBITDA	$	6,842	$	7,165
Weighted average shares outstanding—basic	31,486		31,400
Weighted average shares outstanding—diluted	31,563		31,522
Net income per share—basic	$	0.12	$	0.11
Net income per share—diluted	$	0.12	$	0.11

16

Supplemental Information

Five Star Senior Living Inc.

Pro Forma Condensed Consolidated Statement of Operations

(amounts in thousands, except per share amounts)

(unaudited)

	Three Months Ended September 30, 2019
	As Reported		Restructuring Transactions		Note	Pro Forma
REVENUES
Senior living	$	257,600	$	(237,101)	2(a)	$	20,499
Management fees	4,053		13,748		2(b)	17,801
Rehabilitation and wellness services	12,447		5,801		2(c)	18,248
Reimbursed community-level costs incurred on behalf of managed communities	80,909		182,120		2(d)	263,029
Total revenue	355,009		(35,432)			319,577
OPERATING EXPENSES
Senior living wages and benefits	137,916		(128,101)		2(e)	9,815
Other senior living operating expenses	76,929		(69,595)		2(f)	7,334
Rehabilitation and wellness services expenses	10,412		5,801		2(c)	16,213
Community-level costs incurred on behalf of managed communities	80,909		182,120		2(d)	263,029
General and administrative	20,094		(5,043)		2(g)	15,051
Rent	33,169		(32,125)		2(h)	1,044
Depreciation and amortization	2,818		(64)		2(i)	2,754
Loss on sale of senior living communities	749		(749)			—
Long-lived asset impairment	18		(18)			—
Total operating expenses	363,014		(47,774)			315,240
Operating (loss) income	(8,005)		12,342			4,337
Interest, dividend and other income	414		—			414
Interest and other expense	(384)		103		2(j)	(281)
Unrealized gain on equity investments	148		—			148
Realized loss on sale of debt and equity investments	(9)		—			(9)
(Loss) Income before income taxes and equity in earnings of an investee	(7,836)		12,445			4,609
Benefit (provision) for income taxes	687		(1,912)		2(k)	(1,225)
Equity in earnings of an investee	83		—			83
Net (loss) income	$	(7,066)	$	10,533		$	3,467
Add (less):
Interest and other expense	384		(103)			281
Interest, dividend and other income	(414)		—			(414)
(Benefit) provision for income taxes	(687)		1,912			1,225
Depreciation and amortization	2,818		(64)			2,754
EBITDA	$	(4,965)	$	12,278		$	7,313
Add (less):
Loss on sale of senior living communities	749		(749)			—
Long-lived asset impairment	18		(18)			—
Unrealized gain on equity investments	(148)		—			(148)
Transaction costs	1,330		(1,330)			—
Adjusted EBITDA	$	(3,016)	$	10,181		$	7,165
Weighted average shares outstanding—basic	5,012		26,388		2(l)	31,400
Weighted average shares outstanding—diluted	5,012		26,510		2(l)	31,522
Net income per share—basic	$	(1.41)				$	0.11
Net income per share—diluted	$	(1.41)				$	0.11

See accompanying notes.

17

Supplemental Information

Five Star Senior Living Inc.

Notes to Pro Forma Condensed Consolidated Statement of Operations

(in thousands, except per share amounts)

(unaudited)

Note 1. Basis of Presentation

The unaudited pro forma condensed consolidated statement of operations was derived from FVE’s historical financial statements prepared in accordance with GAAP, and should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in FVE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.

The unaudited pro forma condensed consolidated statement of operations is presented for informational purposes only and is not necessarily indicative of what FVE’s actual results of operations would have been had the Restructuring Transactions described herein been completed as of the assumed dates, or of FVE’s expected results of operations for any future period. Differences could result from many factors, including future changes in FVE’s capital structure, operating expenses, revenues and cash flows.

Note 2. Pro Forma Restructuring Transactions Adjustments

The unaudited pro forma condensed consolidated statement of operations includes adjustments related to the Restructuring Transactions described herein, including the conversion of all of FVE’s then existing leases and management arrangements with DHC to the New Management Agreements and the Share Issuances.

FVE’s historical consolidated financial information has been adjusted in the pro forma condensed consolidated statement of operations to give effect to events that are (1) directly attributable to the Restructuring Transactions, (2) factually supportable and (3) expected to have a continuing impact on the results of operations.

Pro Forma Condensed Consolidated Statement of Operations

a.Senior living revenues

The adjustment to senior living revenues is related to the termination and conversion of the then existing master leases to the New Management Agreements. The resulting revenues earned will be recognized and reported as management fee revenues in FVE's condensed consolidated statements of operations.

b.Management fees

Adjustments to management fee revenues are comprised as follows:

	Three Months Ended September 30, 2019
Adjustment to increase management fee revenues for then existing management agreements from 3% to 5% per the New Management Agreements	$	1,558
5% management fee relating to the termination and conversion of the then existing master leases to the New Management Agreements	11,855
3% construction management fee relating to the termination and conversion of the then existing master leases to the New Management Agreements	335
Net adjustment to management fee revenues	$	13,748

c.Rehabilitation and wellness services revenues and rehabilitation and wellness services expenses

Adjustments to rehabilitation and wellness services revenues and expenses are attributable to Ageility inpatient clinics at communities where FVE leased and operated the business and where revenues and expenses were previously considered to be intercompany revenues and expenses and hence were eliminated pursuant to consolidation accounting. Upon the consummation of the Restructuring Transactions, and consistent with the existing managed communities, the revenues and

18

Supplemental Information

Five Star Senior Living Inc.

Notes to Pro Forma Condensed Consolidated Statement of Operations

(in thousands, except per share amounts)

(unaudited)

expenses at these inpatient clinics no longer constitute intercompany revenues and expenses and thus are not eliminated in consolidation and recognized and reported as rehabilitation and wellness services revenue and rehabilitation and wellness services expenses in FVE's condensed consolidated statements of operations.

d.Reimbursed community-level costs incurred on behalf of managed communities and community-level costs incurred on behalf of managed communities

Adjustments to both reimbursed community-level costs incurred on behalf of managed communities and community- level costs incurred on behalf of managed communities were related to the conversion of FVE's master leases with DHC to the New Management Agreements, which provide for reimbursement of FVE's direct costs and expenses related to such communities, inclusive of certain costs that are directly attributable to managing the communities, including personnel-related costs.

e.Senior living wages and benefits

The adjustment to senior living wages and benefits is related to the conversion of all FVE's leases with DHC to the New Management Agreements. Certain of these expenses were recognized and reported as community-level costs incurred on behalf of managed communities in FVE's condensed consolidated statements of operations (with an offsetting reimbursement from DHC recognized as revenues in the condensed consolidated statements of operations). See 2.d above.

f.Other senior living operating expenses

Adjustments to other senior living operating expenses are related to the conversion of all FVE's leases with DHC to the New Management Agreements and include, but are not limited to, utilities, housekeeping, dietary, repairs and maintenance, insurance and community-level administrative costs. These costs were reimbursable costs and treated as described in 2.d above.

g.General and administrative

Adjustments to general and administrative expenses are comprised as follows:

	Three Months Ended September 30, 2019
Adjustment of certain reimbursable costs to directly support managed communities	$	(3,748)
Adjustment to remove non-recurring transaction costs we previously incurred relating to the Restructuring Transactions	(1,330)
Increase in management fee to The RMR Group LLC due to increase in Ageility revenue	35
Net adjustment to general and administrative expenses	$	(5,043)

h.Rent

The reduction to rent expense is for rent under the then existing master leases converted to the New Management Agreements.

19

Supplemental Information

Five Star Senior Living Inc.

Notes to Pro Forma Condensed Consolidated Statement of Operations

(in thousands, except per share amounts)

(unaudited)

i.Depreciation and amortization

In connection with the Transaction Agreement, on April 1, 2019, we sold $49,200 of assets to DHC. Prior to that sale, we recorded depreciation and amortization expense with respect to those assets in operating expenses in our condensed consolidated statements of operations. Adjustments to depreciation and amortization expense reflect the amounts previously recognized during the periods presented for depreciation and amortization expense with respect to those assets.

j.Interest and other expense

Interest and other expense has been adjusted to give effect to the assumed repayment of our outstanding borrowings under our credit facility.

k.Provision for income taxes

Adjustments to provision for income taxes reflect the income tax effect of the pro forma adjustments based on the estimated effective tax rate of approximately 26.1% for the three months ended September 30, 2019.

l.Weighted average common shares outstanding - basic and diluted

The increase in FVE's basic and diluted weighted average common shares outstanding is a result of the issuance of 10,268,158 and 16,118,849 common shares to DHC and to the applicable DHC shareholders, respectively, in connection with the completion of the Restructuring Transactions based on the number of FVE common shares outstanding on December 31, 2019. FVE's diluted weighted average common shares outstanding is also impacted by the potentially dilutive restricted unvested common shares of 122,412 for the three months ended September 30, 2019. This diluted share impact is directly related to FVE's 2014 Equity Compensation Plan and was originally excluded from the as reported numbers as to include them would be antidilutive.

20

Warning Concerning Forward-Looking Statements

This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever Five Star Senior Living Inc. uses words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, "will", “may” and negatives or derivatives of these or similar expressions, FVE is making forward-looking statements. These forward-looking statements are based upon FVE’s present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by FVE’s forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond FVE's control. For example:

▪Ms. Potter states in this press release that FVE's third quarter significant positive cash flow and year-over-year growth in Adjusted EBITDA and net income reflect the benefits of restructuring FVE's business arrangements with DHC, in light of the ongoing adverse effects across the senior living industry from the COVID-19 pandemic and that the rehabilitation and wellness services division continues to meaningfully contribute to FVE's overall positive performance. This may imply that FVE is outperforming other companies in the senior living industry, that FVE will be profitable in the future and that its rehabilitation and wellness services division will grow; however, FVE's business remains subject to various risks, including overall macro-economic factors in addition to market conditions of the senior living and rehabilitation and wellness industries and consumer demand and preferences of older adults in addition to the continuing impact of the COVID-19 pandemic. In addition, some of the improvements in net income resulted in a change following the Restructuring Transactions in how FVE accounts for its rehabilitation and wellness services revenues at the senior living communities FVE manages for, and previously leased from, DHC. As a result, FVE may not outperform other companies in the senior living industry, may not be profitable in the future, any future improvements in net income may be less, the deceleration of occupancy declines at its senior living communities may reverse, its rehabilitation and wellness services division may fail to continue to grow and any growth it may realize may not be profitable to FVE.

▪Ms. Potter's statement that FVE's balance sheet remains strong with $95.8 million of unrestricted cash on hand and no borrowings outstanding on its revolving credit facility may imply that FVE has adequate cash and availability under its revolving credit facility; however, FVE's business remains subject to various risks, some of which are beyond FVE's control, including the disruption of the COVID-19 pandemic and economic downturn. In addition, FVE's ability to borrow under its revolving credit facility is subject to it satisfying certain conditions and limited to the amount of qualified collateral; the maximum borrowing capacity was $42.7 million as of September 30, 2020 and may be lower in amount or not available in the future.

▪Ms. Potter states that FVE continues to adapt to the evolving impact of the pandemic. This may imply that the adaptation is adequate to protect FVE from potential liabilities and declines in financial results. FVE may not be able, or may fail, to make all the necessary changes to adequately protect itself from the potential challenges and impacts of the COVID-19 pandemic.

▪This press release states that negative trends due to the COVID-19 pandemic are expected to continue throughout at least the remainder of 2020. The extent and duration of the COVID-19 pandemic or the severity and duration of its economic impact cannot be predicted, but are expected to be substantial, and could continue beyond December 31, 2020 for an indefinite period.

▪The information contained in FVE’s filings with the Securities and Exchange Commission, or SEC, including under “Risk Factors” in FVE’s periodic reports, or incorporated therein, identifies other important factors that could cause FVE’s actual results to differ materially from those stated in or implied by FVE’s forward-looking statements. FVE’s filings with the SEC are available on the SEC’s website at www.sec.gov.

You should not place undue reliance upon forward-looking statements.

Except as required by law, FVE does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

21

EX-99.2

Investor Presentation November 2020 “To honor and enrich the journey of life, one experience at a time.”

Warning Concerning Forward-Looking Statements This presentation contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and our actual results may differ materially from those contained in, or implied by, our forward-looking statements. Forward-looking statements in this presentation relate to various aspects of our business, including our ability to operate our senior living communities profitably, our ability to grow revenues at the senior living communities we manage and to increase the fees we earn from managing senior living communities, our expectation to focus our expansion activities on internal growth from our existing senior living communities and the ancillary services that we may provide, our ability to increase the number of senior living communities we operate and residents we serve, and to grow our other sources of revenues, including rehabilitation and wellness services and other services we may provide, whether the aging U.S. population and increasing life spans of older adults will increase the demand for senior living communities, health and wellness centers and other healthcare related properties and services, our ability to comply and to remain in compliance with applicable Medicare, Medicaid and other federal and state regulatory, rulemaking and rate-setting requirements, our ability to access or raise debt or equity capital and our ability to sell communities we own and Diversified Healthcare Trust’s (DHC) ability to sell communities we manage, that we or DHC as applicable, may offer for sale. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control, such as the impact of conditions in the economy and the capital markets on us and our residents and other customers, competition within the senior living and other health and wellness related services businesses, older adults delaying or forgoing moving into senior living communities or purchasing health and wellness services from us, increases in our labor costs or in costs we pay for goods and services, increases in tort and insurance liability costs, our operating and debt leverage, actual and potential conflicts of interest with our related parties, changes in Medicare or Medicaid policies and regulations, or the possible repeal, replacement or modification of Medicare, Medicaid or other existing or proposed legislation or regulations, which could result in reduced Medicare or Medicaid rates or a failure of such rates to cover our costs or limit the scope or funding of either or both programs, or reductions in private insurance utilization and coverage, delays or non-payments of government payments to us, compliance with, and changes to, federal, state and local laws and regulations that could affect our services or impose requirements, costs and administrative burdens that may reduce ourabilitytooperateourbusiness profitably, our exposure to litigation and regulatory and government proceedings, continued efforts by third party payers to reduce costs, and acts of terrorism, outbreaks of pandemics, including COVID-19, or other manmade or natural disasters. For example: (a) challenging conditions in the senior living industry continue to exist and our business and our operations remain subject to substantial risks, many of which are beyond our control; as a result, our operations may not be profitable in the future and we may realize losses; (b) we may not successfully execute our strategic growth initiatives, (c) we268 may not be able to successfully integrate, operate and profitably manage our senior living communities; (d) we cannot be sure that we will enter additional management arrangements23,500 with DHC; (e) our belief that the aging of the U.S. population and increasing life spans of older adults will increase demand for senior living communities and services may not be realized or may not result in increased demand for our services; (f) our investments in our workforce and continued focus on reducing our employee turnover level by enhancing our competitiveness32 in the marketplace with respectTEAM to cash compensation and other benefits may not be successfulCMPANY and may not result in the benefits we expect to achieve throughTOTAL such $ investments; RAISED (g) our marketing initiatives may not succeed in increasing our occupancy and revenues, and they may cost more than any increased revenues they may generate; (h) our strategic investments to enhance efficiencies in and benefits from our purchasing of servicesMEMBERS may not be successful or generate the returns or savings we expect;BEGAN (i) circumstances that adversely affect the ability of olderFOR adults WALK or their familiesTO to pay for our services, such as economic downturns, weakening housing market conditions, higher levels of unemployment among our residents’ or potential residents’ family members,END lower ALZHEIMER’S levels of consumer confidence, stock market volatility and/or changes in demographics generally, could affect the revenues and profitability of our senior living communities; (j) residents who pay for our services with their private resources may become unable to afford our services, resulting in decreased occupancy and decreased revenues at our senior living communities; (k) the various federal and stateSINCE government 2017 agencies that pay us for the services we provide to some of our residents are experiencing budgetary constraints and may lower the Medicare, Medicaid and other rates they pay us; (l) we may be unable to repay or refinance our debt obligations when they become due; (m) certain aspects of our operations and future growth we may pursue in our business may require significant amounts of working capital and require us to make significant capital expenditures; accordingly, we may not have sufficient cash liquidity; (n) the amount of available borrowings under our credit facility is subject to our having qualified collateral, which is primarily based on the value of the assets securing our obligations under our credit4 facility; (o) the availability of borrowings under our credit facility is subject to our satisfying certain financial covenants and other conditions that we may be unable to satisfy; (p) our actions and approachRANKING to managing ON 2019 our insurance costs may not be successful and could result in our incurring significant costs and liabilities that we will be responsible for funding; (q) contingencies in any applicable acquisition or sale agreements we or DHC have entered into, or may enter into, may not be satisfied and our and DHC's applicable acquisitions or sales, and any related management arrangements we may expectLIST to enterOF 50 into, LARGEST may not occur, may be delayed3 or the terms may change; (r) we may not be able to sell communities that we may seek to sell on terms acceptable to us or otherwise;236 (s) the advantages we believe we may realize from our relationships with related parties may not materialize; (t) operating deficiencies or a license revocation at one or more of our senior living communities may have an adverse impactU.S. on SENIR our ability to operate, obtain licenses for, or attract residents to, our other communities; (u) the various initiatives and programs we implement to improve our business operations and financial resultsHOUSING may notOPERATORS be successful; and (v)RANKING the COVID-19 ON pandemic 2019 may continue to adversely affect our business,32 operating results and financial condition for an indefinite period ofAGEILITY time, including by decreasing the occupancy of our senior living communities, causing staffing and supply shortages and increasing the costs of operating our senior living facilities.25,80 COMPILED BY J.D. POWER STATES WHERE RESIDENTS PHYSICAL THERAPY Our Annual Report on Form 10-K for the year ended December 31, 2019, our QuarterlySOLUTIONS’ Reports on CLINICS Form 10-Q for the periodsAMERICAN ended March 31, 2020, JuneSENIOR 30, 2020 and LIVING September 30, 2020, and our other filings with theIN Securities OUR andCARE Exchange CommissionIN (SEC)OUR identify CARE other important factors that could cause differences fromSENIORS our forward-looking HOUSING statements.SATISFACTION The filings with STUDY the SEC of Five Star Senior Living Inc. (Five Star or Five Star Senior Living) are available on the SEC’s website at www.sec.gov. You should not place undueASSOCIATION reliance upon (ASHA) our forward-loo king statements. Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise. Non-GAAP Financial Measures This presentation contains non-GAAP financial measures including earnings before interest, income tax, depreciation and amortization (EBITDA) and Adjusted EBITDA. Reconciliations for these metrics to the closest U.S. generally accepted accounting principles (GAAP) metrics are included later in this investor presentation. We believe the non-GAAP financial measures included in this investor presentation are meaningful supplemental disclosures because they may help investors better understand changes in our operating results and ability to pay rent or service debt, make capital expenditures and expand our business. These non-GAAP financial measures may also help investors make comparisons between us and other companies on both a GAAP and non-GAAP basis. We believe that EBITDA and Adjusted EBITDA are meaningful financial measures that may help investors better understand our financial performance, including by allowing investors to compare our performance between periods and to the performance of other companies. Note: Data throughout this presentation is as of and for the three months ended September 30, 2020, unless otherwise noted. Also, statements about the 2 industry and demographics relate to the United States.

Business at a Glance Five Star Senior Living National Operator with . Ranks fourth on the 2020 American Seniors Housing Scale and Diversification Association’s (ASHA) list of largest U.S. senior housing operators. . Serves approximately 23,000 older adult residents in 262(1) senior living communities with 30,413(1) living units across 31 states, offering Independent Living (IL), Assisted Living (AL), Alzheimer’s/Memory Care (ALZ), Continuing Care Retirement Communities (CCRC) and Stand-Alone Skilled Nursing (SNF). Phoe . Ageility, a Five Star division, provides rehabilitation and wellness nix Top 10 states services to approximately 10,000 older adult clients in 249 clinics across 28 states. All other states . Employs nearly 21,000 team members. Ageility Presence Revenue Mix(1) Senior Living Unit Mix(1) Owned and Leased SNF Senior Living • Operates 209 outpatient CCRC 4% Communities rehabilitation clinics, 21% more than 7% 34% a year ago. ALZ • Operates 40 inpatient clinics within AL 12% 41% Rehabilitation Five Star communities. Management Fees and Wellness from Senior Living Services • Significant opportunity for IL Communities 38% accelerated growth serving older 36% 28% adult demographic. 3 (1) Excludes one senior living community we managed for DHC that DHC sold on November 1, 2020 and is no longer managed by us.

Senior Living Spectrum Alzheimer’s (ALZ)/ Continued Care Retirement Stand-Alone Skilled Nursing Independent Living (IL) Assisted Living (AL) Memory Care(1) Community (CCRC) (SNF) . Residents have a high . One bedroom . A dedicated, secure . Accommodations for . High level of medical degree of functional units with unit in assisted living independent living, care provided by independence in large, kitchenettes. or a stand alone assisted living and licensed health private units. community. nursing care, offering a professions. . Services include continuum of care. . . Daily meals, laundry, medication . Bridge to Rediscovery™ Short term care for management and housekeeping and program. . Healthcare units with rehabilitation from assistance with social activities are intensive rehabilitation illness or injury, or activities of daily living. provided. capabilities. long-term care for chronic medical . Nursing care available. conditions. Total Living Units: 10,996 Total Living Units: 2,124 Total Living Units: 12,588 Total Living Units: 3,494 Total Living Units: 1,211  Managed(2)(3)(4):  Managed(2)(4)(5):  Managed(2)(4): 11,137  Managed(2)(4): 3,197  Managed(2)(4): 1.211 10,432 2,124  Owned: 1,274  Owned: 270  Owned: -  Owned: 564  Owned: -  Leased(6): 177  Leased(6): 27  Leased: -  Leased: -  Leased: - (1) ALZ/memory care is included within AL in our Q3 2020 Quarterly Report on Form 10-Q and our press release included in our Current Report on Form 8-K dated November 5, 2020. (2) Excludes data from one senior living community we managed for DHC that DHC sold on November 1, 2020. (3) Includes one active adult community with 168 units. (4) Managed on behalf of DHC. (5) The unit count represents only the SNF units at our CCRCs. (6) Leased from Healthpeak Properties Inc. (NYSE: PEAK). 4

The Five Star Value Our success is built on four foundational elements that drive performance, customer loyalty and competitiveness. Exceptional Resident Experience: . A holistic approach to elevate, enhance and enrich the lives of our residents. Team Member Engagement: . Achieve continual reduction in turnover rates. . Commitment to team members through rewards and recognition and learning and development. . Recruiting toolkit and national network in place to support our communities in the acquisition of talent uniquely suited to be successful at Five Star. Operational Efficiency: . Drive RevPAR(1) and RevPOR(2) accretion. . Execute rate optimization as we navigate through COVID-19 impacts on census. . Improved operating cost structure for targeted savings of $8-$10 million annually in our senior living segment upon stabilization of implemented programs. Focus on Continued Growth: . Grow rehabilitation and wellness services segment through opening new Ageility clinics and adding fitness platform capabilities to expand beyond rehabilitation services. In the third quarter of 2020, Ageility experienced revenue growth of 16% over the prior year quarter on a pro forma basis(3), and contributed 38% of our overall operating revenues. . Continue to focus on opportunities to drive our senior living revenues, including expanding management of active adult and senior living communities. (1) RevPAR, or average monthly senior living revenue per available unit, is defined by us as resident fee revenues for the portfolio for the period divided by the average number of available units for the period, divided by the number of months in the period. Average number of available units for the period includes only living units categorized as in service. (2) RevPOR, or average monthly rate of senior living revenue per occupied unit, is defined by us as resident fee revenues for the portfolio divided by the average number of occupied units for the period, divided by the number of months in the period. (3) Compared to Pro Forma Q3 2019. For a reconciliation of Pro Forma data, refer to the Pro Forma Condensed Consolidated Statement of Operations within our press release included in our Current Report on 5 Form 8-K dated November 5, 2020.

Exceptional Resident Experience Our focus on the resident experience is grounded in market research and a deep understanding of our customer. Resident Engagement and Services: . We provide comprehensive resident programming, including Lifestyle 360, our signature resident enrichment program, and Bridge to Rediscovery™, our award-winning memory care program designed to provide our residents fulfilling lives and positive experiences. . Our culinary experience offers exceptional and creative chef crafted meals, focusing on nutritional health, seasonal variety and social engagement. . Local excellence, design and flair is supported by a central facilities function and a robust capital management program. COVID-19 Resident Support(1): . We have continued to prioritize the safety and well-being of our residents, with survey data confirming the majority of residents feel positively or neutrally about their care and well- being, the frequency and efficacy of our communication and the quality, flavor and variety of our in-room dining options. . We have implemented new group activities that allow for engagement while maintaining social distancing. . We continue to provide devices and connectivity options for interaction with family members, as well as virtual programming opportunities and distance learning. . We offer complimentary counseling and support services for residents. (1) In response to a resident and family member survey conducted during the COVID-19 pandemic, 95% of responders replied favorably or neutrally to feeling well supported or cared for during this time, 91% replied favorably or neutrally to the frequency and efficacy of communication in keeping resident and family members informed and 83% replied favorably or neutrally that Five Star's in-room dining program 6 continued to provide quality, flavor and variety during this time.

Team Member Engagement Attracting, inspiring and retaining great talent remains the biggest challenge and opportunity in our industry. We are a service organization and our team members are our most important asset. Investing in our team members will drive an exceptional resident and client experience. Key initiatives: . Attract and select talented individuals uniquely suited to be successful at Five Star. . Build upon our new learning management platform to provide training and development opportunities for all team members. . Execute on recognition through rewards and career advancement. . Grow and foster a culture of accountability, transparency and innovation. 7

Operational Efficiency National company with the ability to support communities at scale. . Five Star's internal operational excellence framework is founded on the operational best practices outlined in the J.D. Power Senior Living Community Certification Program and is intended to drive an exceptional resident experience along with consistently high performance across our portfolio. . Revenue management program to execute dynamic pricing by combining internal data points in conjunction with external market research to optimize revenue at each community. . Strategic sourcing designed to govern consistency in spend practices throughout the organization, leverage scale for better pricing and tighten controls to achieve maximum cost efficiencies. 8

Revenue Management . Refined, systematic and centralized pricing, by combining internal sales and financial data with external market research. . Synthesizing occupancy with rate optimization to drive RevPOR combined with focus on cost structure to achieve maximum profitability. . All communities are enrolled in our proprietary revenue management program. . The RevPAR Penetration Index (comparing Five Star’s RevPAR to that of the competition) is an indication of whether or not an advantage is achieved in a particular market faster than competition. . Continually refine the program to respond to changes in the market. Comparable Community RevPAR and (2)(3)(4) Occupancy(1)(3)(4) Comparable Community RevPOR (dollars in thousands) (dollars in thousands) $4,000 90.0% $3,561 $3,559 $3,548 $5,000 85.0% $3,500 $3,398 $3,221 $4,500 $4,076 $4,180 $4,195 $4,107 80.0% $4,118 $2,954 $2,941 $2,930 $4,000 $3,000 $2,813 $3,555 $3,533 $3,565 $3,555 $3,492 $2,665 75.0% $3,500 $2,500 70.0% $3,000 $2,000 65.0% $2,500 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 $2,000 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Owned/Leased RevPAR Managed RevPAR Owned/Leased RevPOR Managed RevPOR Owned/Leased Occupancy Managed Occupancy (1) RevPAR is defined by us as resident fee revenues for the portfolio for the period divided by the average number of available units for the period, divided by the number of months in the period. Average number of available units for the period includes only living units categorized as in service. (2) RevPOR is defined by us as resident fee revenues for the portfolio divided by the average number of occupied units for the period, divided by the number of months in the period. (3) Comparable community data represents financial data of the 24 communities that we continuously owned or leased and the 75 communities that we continuously managed since July 1, 2019. (4) On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. Q1 2020, Q2 2020 and Q3 2020 metrics reflect the impact COVID-19 has had on the operations of comparable communities. Operational Efficiency 9

Owned and Leased Senior Living Other Operating Expenses(1)(2)(3) Strategic Sourcing $6,717 $7,000 $5,858 $6,000 Initiatives to Manage Costs $5,000 $4,000 . Evaluate spend practices throughout the $3,294 organization. $3,000 . Leverage scale for efficient pricing. $2,000 $1,000 . Streamline sourcing opportunities within senior $- living operating costs. Q1 2020 Q2 2020 Q3 2020 . Benefits include enhanced governance, tightened controls and improved vendor relationships. Managed Senior Living Other Operating Focus on Improved Outcomes Expenses(1)(3)(4) $120,000 . Plan to achieve $8-$10 million annually in cost $97,205 $95,621 $100,943 savings in senior living segment, including costs $100,000 incurred by the communities we manage for DHC, $80,000 upon completion of roll-out of initiatives in 6 to 9 $60,000 months. Full cost savings is expected in 2021. $40,000 $20,000 $- Q1 2020 Q2 2020 Q3 2020 (1) On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. Q1 2020, Q2 2020 and Q3 2020 metrics reflect the impact COVID-19 has had on the operations of senior living communities. (2) Reflects adjustments to arrive at Adjusted EBITDA that impact owned and leased senior living operating expenses. As a result, Q2 2020 expenses do not include $2.5 million in costs associated with the agreed upon settlement of a lawsuit. (3) Other senior living operating expenses excludes wages and benefits. (4) Managed senior living operating expenses represent financial data of communities we manage for the account of DHC and do not represent financial results of Five Star. Managed communities data is included to provide supplemental information regarding the operating results of the communities from which we earn management fees. Operational Efficiency 10

Continued Growth . Expansion into new business lines like active adult communities is providing new opportunities for accelerated growth. . We continue to see significant growth in our Ageility division, which operates in 28 states, and the number of clinics opened has a 5-year CAGR(1) of 18%. . Has the ability to expand through fitness offerings that are beyond traditional rehabilitation service offerings. Fitness offerings represented 3.0% of our rehabilitation and wellness services revenues for Q3 2020 and growth of 60.5% over Q3 2019. . Average investment in new clinic startups ranges between $20 - $30 thousand over the past three quarters. Clinics and Affiliations Impatient and Outpatient Visits(2) (in thousands) 300 231 244 246 249 218 300 251 233 243 223 237 200 200 100 100 - - Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Five Star Communities Non-Five Star Communities Inpatient Visits Outpatient Visits Revenues and Operating Margin by Quarter(2)(3) Revenues and Operating Margin by Clinic (dollars in thousands) (dollars in thousands) $22,000 35% $90 35% $21,043 $20,797 $85 $86 $84 $20,000 25% $85 $18,218 $18,879 $79 25% $17,914 $80 $77 $18,000 15% $75 15% $16,000 5% $70 5% Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Revenues Operating Margin Revenues Operating Margin (1) Compound annual growth rate, or CAGR, represents the annualized growth rate of the number of Ageility clinics determined by net new clinics for the period from October 1, 2015 through September 30, 2020. (2) On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. Q1 2020, Q2 2020 and Q3 2020 metrics reflect the impact COVID-19 has had on the operations of Ageility clinics. (3) Revenues and operating margin exclude elimination adjustments upon consolidation, COVID-19 relief funds and the results of our home health operations. Continued Growth 11

Unwavering Focus on our Customers Five Star's management expertise lies in our ability to understand and internalize national trends, work through challenges and leverage long-term partnerships to continuously evolve our product and capitalize on future opportunities. We leverage several innovative strategic partners to drive the ongoing evolution of our service offerings to meet changing consumer preferences. MIT Agelab™ . Access to insightful research. . Network of potential strategic partners. . Branding and differentiation opportunities. . Hosted MIT AgeLab’s first national OMEGA Summit (Opportunities for Multigenerational Exchange, Growth and Action) to inspire innovative and differentiated programming for our communities and career opportunities in the senior living industry for the students involved. National Senior Games™ . Demonstrated affinity with wellness of older adults. . Strategic positioning opportunities for both Five Star and Ageility. Aging2.0™ . Platform for Five Star to collaborate with other industry leaders in aging services and related fields to address biggest challenges and opportunities focused on older adult demographic. . Strategic alignment across industries and related fields will create an interdisciplinary, intergenerational and interactive ecosystem of innovative products and services for older adults. 12

COVID-19 Life is a Journey. Who you travel with matters.

COVID-19 Impacts Communities with COVID-19 Cases(1) 11% 18% 71% Communities with zero active cases Communities with 1-2 active cases Communities with 3+ active cases New Confirmed Resident Cases of COVID-19(1) 120 107 90 100 84 79 75 80 66 71 70 66 67 60 59 60 50 40 40 40 44 35 39 36 39 34 40 29 32 17 18 22 20 0 0 (1) Includes all senior living communities that were owned, leased or managed by Five Star as of September 30, 2020. 14

COVID-19 Impacts 96% of communities are accepting new residents in at least one service line of business (IL, AL, SNF or ALZ). Leads, Move-Ins and Move-Outs(1) 15,200 16,000 14,000 12,160 12,000 10,000 8,806 8,000 5,328 6,000 4,743 3,982 4,168 4,000 3,075 2,710 2,000 - Q1 2020 Q2 2020 Q3 2020 Leads Move-Ins Move Outs (1) Includes all senior living communities that were owned, leased or managed by Five Star as of September 30, 2020. 15

Financial Overview

Key Financial Metrics Strong Balance Sheet . Liquidity: . $95.8 million of unrestricted cash and cash equivalents on hand. . No borrowings outstanding under $65.0 million(1) revolving credit facility secured by 11 communities with a net book value of $95.8 million. . Own eight unencumbered AL/IL communities with 742 living units and a net book value of $40.9 million. Financial Performance . Generated Adjusted EBITDA of $6.8 million. . Achieved $2.9 million, or 16%(2), growth in Ageility primarily due to the stabilization of clinics opened in 2019. COVID-19 Expected Impact in Q4 2020 . Declines in census. . Higher costs related to personal protective equipment, labor, insurance and other operating costs. . Delayed construction management projects, including planned openings of new Ageility clinics. (1) The amount of available borrowings under our revolving credit facility is subject to qualifying collateral and reduced by issued letters of credit. At September 30, 2020, we had letters of credit issued of $2.4 million and $42.7 million available for borrowings under our revolving credit facility. (2) Compared to Pro Forma Q3 2019. For a reconciliation of Pro Forma data, refer to the Pro Forma Condensed Consolidated Statement of Operations within our press release included in our Current Report on Form 8-K dated November 5, 2020. Financial Overview 17

Condensed Consolidated Statement of Operations Compared to Q3 2019 Pro Forma Results (in thousands) (unaudited) Three Months Ended Actual Pro Forma September 30, September 30, 2020 2019 Revenues Senior living $ 18,525 $ 20,499 Management fees 15,302 17,801 Rehabilitation and wellness services 21,124 18,248 Total management and operating revenues 54,951 56,548 Reimbursed community-level costs incurred on behalf of managed communities 233,783 263,029 Other reimbursed expenses 6,589 - Total revenues 295,323 319,577 Operating expenses Senior living wages and benefits 11,128 9,815 Other senior living operating expenses 6,717 7,334 Rehabilitation and wellness services expenses 16,124 16,213 Community-level costs incurred on behalf of managed communities 233,783 263,029 General and administrative 19,916 15,051 Rent 1,282 1,044 Depreciation and amortization 2,680 2,754 Toal operating expenses 291,630 315,240 Other income 487 355 Provision for income taxes (465) (1,225) Net income $ 3,715 $ 3,467 Financial Overview 18

EBITDA and Adjusted EBITDA (in thousands) (unaudited) Three Months Ended Actual Pro Forma Actual September 30, September 30 June 30, March 31, December 31, September 30, 2020 2019 2020 2020 2019 2019 Net income (loss) $ 3,715 $ 3,467 $ 3,002 $ (17,209) $ 16,105 $ (7,066) Add (less): Interest and other expense 379 281 409 382 419 384 Interest, dividend and other income (104) (414) (182) (339) (379) (414) Provision (benefit) for income taxes 465 1,225 (902) 1,408 (42) (687) Depreciation and amortization 2,680 2,754 2,703 2,701 2,716 2,818 EBITDA 7,135 7,313 5,030 (13,057) 18,819 (4,965) Add (less): Long-lived asset impairment - - - - 4 18 Loss on sale of senior living - - - - 6 749 communities Unrealized (gain) loss on equity (435) (148) (867) 1,462 (306) (148) investments Severance - - 282 - - - Loss on termination of leases(1) - - - 22,899 - - Lease inducement(2) - - - - (12,423) - Deferred resident fees and deposits(3) - - - - (4,242) - Transaction costs(4) 142 - 175 1,095 1,814 1,330 Litigation settlement - - 2,473 - - - Adjusted EBITDA $ 6,842 $ 7,165 $ 7,093 $ 12,399 $ 3,672 $ (3,016) (1) Represents the excess of the fair value of the Share Issuances of $97,899 compared to the consideration of $75,000 paid by DHC. (2) Lease inducement recognized for Q4 2019 as a result of the completion of the Restructuring Transactions. (3) Deferred resident fees and deposits related to senior living communities Five Star previously leased from, and now manages for the account of, DHC, as a result of the completion of the Restructuring Transactions. (4) Costs incurred related to the Restructuring Transactions. Financial Overview 19

Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Nine Months Ended Three Months Ended September 30, September 30, June 30, March 31, 2020 2020 2020 2020 CASH FLOW FROM OPERATING ACTIVITIES: Net (loss) income $ (10,492) $ 3,715 $ 3,002 $ (17,209) Adjustments to reconcile net (loss) income to cash provided by operating activities Non-cash income and expense adjustments, net 32,536 2,124 2,670 27,742 Changes in assets and liabilities(1)(2) 39,996 16,043 29,019 (5,066) Net cash provided by investing activities 62,040 21,882 34,691 5,467 CASH FLOW FROM INVESTING ACTIVITIES: Acquisition of property and equipment(2) (4,132) (1,011) (1,108) (2,013) Purchases of debt and equity investments (5,688) (596) (3,504) (1,588) Proceeds from sale of property and equipment 2,725 - - 2,725 Distributions in excess of earnings from Affiliates Insurance Company 287 - 287 - Proceeds from sale of debt and equity investments 9,078 4,227 3,398 1,453 Net cash provided by (used in) investing activities 2,270 2,620 (927) 577 CASH FLOW FROM FINANCING ACTIVITIES: Costs related to issuance of common stock (559) - - (559) Repayments of mortgage note payable (288) (98) (95) (95) Targeted SNF distribution funds received on behalf of others - (4,715) 4,715 - Net cash (used in) provided by financing activities (847) (4,813) 4,620 (654) Change in cash and cash equivalents and restricted cash and restricted cash equivalents 63,463 19,689 38,384 5,390 Cash and cash equivalents and restricted cash and restricted cash equivalents at beginning of period 56,979 100,753 62,369 56,979 Cash and cash equivalents and restricted cash and restricted cash equivalents at end of period $ 120,442 $ 120,442 $ 100,753 $ 62,369 Reconciliation of cash and cash equivalents and restricted cash and cash equivalents: Cash and cash equivalents $ 95,779 $ 95,779 $ 76,114 $ 36,641 Current restricted cash and cash equivalents 23,842 23,842 23,858 24,290 Other restricted cash and cash equivalents 821 821 781 1,438 Cash and cash equivalents and restricted cash and cash equivalents at end of period $ 120,442 $ 120,442 $ 100,753 $ 62,369 (1) Changes in assets and liabilities includes the receipt of $23.5 million of cash from DHC related to the Restructuring Transactions. (2) Net cash provided by operating activities, net cash provided by investing activities and CapEx spend for the three months ended March 31, 2020 reflect reclassification adjustments of certain DHC reimbursements from the prior period to conform to the current period presentation. Financial Overview 20

CapEx Spend by Segment(1) (dollars in thousands, except per unit and clinic data) (unaudited) Three Months Ended September 30, June 30, March 31, 2020 2020 2020 Senior living: Development, redevelopment and other activities$ 46 $ 67 $ 136 Building improvements 692 523 1,449 Total senior living 738 590 1,585 Rehabilitation and wellness services: New clinic opening 64 35 169 Recurring clinic investment 52 - 43 Total rehabilitation and wellness services 116 35 212 Corporate and other 157 483 216 Total CapEx spend $ 1,011 $ 1,108 $ 2,013 Senior living: Number of units 2,312 2,312 2,312 Development, redevelopment and other activitie spend per unit$ 20 $ 29 $ 59 Building improvements spend per unit$ 299 $ 226 $ 627 Rehabilitation and wellness services: Number of clinics 249 246 244 Number of net new clinics 3 2 13 New clinic opening spend per clinic$ 21,333 $ 17,500 $ 13,000 Recurring clinic investment per clinic$ 209 $ - $ 176 (1) CapEx spend by segment represents amounts paid related to the acquisition of property and equipment of Five Star and does not reflect amounts paid for the acquisition of property and equipment on behalf of and reimbursed by DHC. Financial Overview 21

Appendix

Strong Management Team Katherine Potter President and Chief Executive Officer Katherine is President and Chief Executive Officer of Five Star. Katherine previously served as Executive Vice President and General Counsel since 2018, Senior Vice President and General Counsel since 2016, and Vice President and General Counsel since 2012. Prior to joining Five Star, Katherine practiced law at Sullivan & Worcester LLP and Burns & Levinson LLP, where she focused on corporate law matters, including securities, mergers and acquisitions, corporate governance and other transactional matters. Jeff Leer Executive Vice President, Chief Financial Officer and Treasurer Jeff is Executive Vice President, Chief Financial Officer and Treasurer of Five Star. Prior to joining Five Star, Jeff served as Chief Financial Officer and Treasurer of Office Properties Income Trust and he has been serving as Senior Vice President of The RMR Group LLC, where he has been responsible for the day to day oversight of the accounting and finance support functions of The RMR Group and its various affiliates. Prior to joining The RMR Group LLC, Jeff held various accounting and finance positions at several multi-national Fortune 500 companies as well as the public accounting firm, Vitale, Caturano PC (predecessor to RSM US LLP). Jeff is also a certified public accountant. Margaret Wigglesworth Senior Vice President and Chief Operating Officer Margaret is Senior Vice President and Chief Operating Officer of Five Star. Margaret has held various executive roles at large organizations over the past three decades where she was responsible for operations and change management. Prior to joining Five Star, Margaret held positions at International Council of Shopping Centers, Cresa and Colliers International USA. 23

A New Transition Completed Transaction with DHC Completed the restructuring of Five Star’s business arrangements with DHC.  On January 1, 2020, entered into new management agreements to operate all senior living communities we leased from and managed for the account of DHC as of December 31, 2019.  Financial restructuring immediately improved Five Star’s financial position and liquidity. Highlights of New Management Agreements.  A 15-year term commenced on January 1, 2020, with two, five-year extensions at Five Star’s option, subject to maintaining portfolio financial performance.  A base management fee of 5% of community gross revenues and a 3% fee on capital projects managed by Five Star.  An incentive fee of 15% of annual property level EBITDA on a combined basis for the total portfolio in excess of an EBITDA-based performance target, subject to a limit of up to 1.5% of portfolio gross annual revenues, beginning in 2021. Performance target increases annually based on the greater of the annual increase of the Consumer Price Index (CPI) or 2%, plus 6% of any capital investments funded at the managed senior living communities in excess of capital investment target. Unless otherwise agreed, capital investment target increases annually based on the greater of the annual increase of CPI or 2%. 24

Thank You

XML

Cover Page	Nov. 05, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 05, 2020
Entity Registrant Name	FIVE STAR SENIOR LIVING INC.
Entity Central Index Key	0001159281
Entity Emerging Growth Company	false
Title of 12(b) Security	Common Stock
Trading Symbol	FVE
Security Exchange Name	NASDAQ
Entity File Number	1-16817
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	04-3516029
Entity Address, Address Line One	400 Centre Street
Entity Address, City or Town	Newton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02458
City Area Code	617
Local Phone Number	796-8387
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false