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):  August 4, 2021

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 August 4, 2021, 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 June 30, 2021. A copy of the Company’s press release is furnished as Exhibit 99.1 hereto. Supplemental information related to the second quarter 2021 results is included in the August 2021 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 August 4, 2021.

99.2August 2021 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:  August 4, 2021

EX-99.1

Exhibit 99.1

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

FOR IMMEDIATE RELEASE

Five Star Senior Living Inc. Announces Second Quarter 2021 Results

Owned and Leased Communities Sequential Spot Occupancy Growth of 150 Basis Points

Executed on Strategic Plan by Closing

1,473 Skilled Nursing Facility Units During the Second Quarter

Agreements in Place to Transition Management of 76 Senior Living Communities with

Approximately 5,200 Living Units to New Operators Throughout Remainder of 2021

Reported $99.3 Million of Unrestricted Cash and Cash Equivalents

Newton, MA (August 4, 2021): Five Star Senior Living Inc. (Nasdaq: FVE) today announced its financial results for the three months ended June 30, 2021.

Katherine Potter, President and Chief Executive Officer, made the following statement:

"During the second quarter, Five Star executed on our Strategic Plan to transform our business to better address the changing needs and preferences of a growing and aging adult population and position Five Star for long term growth. This quarter we closed 1,473 skilled nursing facility units and a corresponding 27 Ageility inpatient clinics. While all the Ageility inpatient clinics will be closed as part of the Strategic Plan, we remain focused on expanding Ageility’s reach and, during the quarter, we opened three net new Ageility outpatient clinics. As of July 31, 2021, Diversified Healthcare Trust has reached agreement to transition the management of 76 of 108 transitioning senior living communities managed by Five Star to new operators. I greatly appreciate the contributions of our residents, clients and team to this transition.

Resident vaccination levels have increased throughout our senior living portfolio, while confirmed resident COVID-19 cases have declined to pandemic lows. We remain on target to vaccinate all community team members by September 1, 2021, which we believe is essential to ensuring the safety and well-being of our residents, team members and clients. In addition, as of July 31, 2021, the 120 communities that we will continue to manage for DHC have regained 140 basis points of occupancy from pandemic lows to 73.8%. We are building momentum toward a sustained recovery by welcoming new residents and clients to our communities and clinics and embracing the return to our full resident, client and team member experience.”

Second Quarter Highlights:

•Net loss for the second quarter of 2021 was $12.3 million, or $0.39 per share, which included $15.4 million of expenses related to our restructuring, partially offset by $11.5 million to be reimbursed by Diversified Healthcare Trust, or DHC,

related to the new strategic plan announced by FVE on April 9, 2021, or the Strategic Plan, compared to net income of $3.0 million, or $0.10 per share, for the second quarter of 2020.

•Earnings before interest, taxes, depreciation and amortization, or EBITDA, for the second quarter of 2021 was $(8.8) million compared to $5.0 million for the second quarter of 2020. Adjusted EBITDA, as described further below, was $(4.5) million for the second quarter of 2021 compared to $7.1 million for the second quarter of 2020. EBITDA and Adjusted EBITDA are non-GAAP financial measures. Reconciliations of net loss determined in accordance with GAAP to EBITDA and Adjusted EBITDA for the second quarter of 2021 and 2020 are presented later in this press release.

The following tables present data on the senior living communities that FVE owns, leases and manages as well as our Ageility rehabilitation clinics, and our comparable community data.

	As of and for the Three Months Ended
	June 30, 2021			March 31, 2021			June 30, 2020
Senior Living Segment:
Spot Occupancy
Owned and Leased	69.7		%	68.2		%	76.3		%
Managed	71.3		%	70.2		%	77.5		%
Comparable Communities (1)
Spot Occupancy
Owned and Leased	69.7		%	68.6		%	76.6		%
Managed	73.3		%	73.2		%	81.1		%
Operating Margin (2) (3)
Owned and Leased	(16.2)		%	(13.3)		%	(1.2)		%
Managed	10.1		%	8.9		%	19.8		%
	As of and for the Three Months Ended
	June 30, 2021			March 31, 2021			June 30, 2020
Ageility:
Number of Clinics
Inpatient (3)	10			37			40
Outpatient	218			215			206
Number of Visits (in thousands)
Inpatient (3)	36			72			84
Outpatient	156			149			139
Comparable Clinics (4)
Average revenue per clinic	$	71		$	68		$	66
Operating margin (3)	12.3		%	14.4		%	12.1		%

_______________________________________

(1)    Comparable communities provides data for 23 owned and leased senior living communities and 120 managed senior living communities that FVE continuously owned, leased or managed since April 1, 2020, exclusive of 108 senior living communities with approximately 7,500 living units, that FVE currently manages on behalf of DHC that are expected to be transitioned to new operators and approximately 1,500 skilled nursing facility, or SNF, units which have been or are expected to be closed and repositioned in 27 Continuing Care Retirement Communities, or CCRCs, that FVE will continue to manage. It also excludes one community leased by FVE with 51 living units, which has been out of service due to a fire on April 4, 2021.

(2)    Operating margin is defined as operating revenue less operating expenses incurred by the business unit divided by operating revenue. It is exclusive of Provider Relief Funds from the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, and other governmental grants recognized as other income. It is inclusive of

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approximately 1,500 SNF units, which have been or are expected to be closed and repositioned, in 27 CCRCs that FVE will continue to manage. In addition, it excludes Restructuring Expenses for the three months ended June 30, 2021 of $10.2 million for the comparable managed communities.

(3)    All Ageility inpatient clinics will be closed as part of the Strategic Plan. During the three months ended June 30, 2021, 27 inpatient clinics were closed as part of the Strategic Plan.

(4)    Comparable clinics includes financial data for 195 Ageility outpatient clinics that FVE continuously owned and operated since April 1, 2020 and excludes data for 27 Ageility inpatient clinics that were closed during the three months ended June 30, 2021 and an additional ten Ageility inpatient clinics that are expected to be closed during 2021.

Strategic Plan

On April 9, 2021, FVE announced our Strategic Plan, including to:

•Reposition the senior living management service offering to focus on larger independent living, assisted living and memory care communities, as well as stand-alone independent living and active adult communities; and exit skilled nursing,

•Evolve through the enhanced scalable shared service center to support operations and growth, the development and delivery of differentiated, customer focused resident experiences,

•Diversify with a focus on revenue diversification opportunities, including growing Ageility rehabilitation services and expanding ancillary services to provide choice based, financially flexible, resident experience and reach customers outside of FVE's senior living communities.

During the three months ended June 30, 2021, FVE made the following progress with respect to the Strategic Plan:

1.Amended its management arrangements with DHC on June 9, 2021.

2.Closed as of June 30, 2021, 1,473 of the approximately 1,500 SNF living units planned for closure in 26 of the 27 CCRCs and is in the process of repositioning these SNF living units.

3.Closed as of June 30, 2021, 27 of the planned 37 Ageility inpatient rehabilitation clinics.

4.In July 2021, DHC entered into agreements to transition the management of 76 of the 108 transitioning senior living communities (approximately 5,200 living units) to new operators in 2021.

In connection with the implementation of our Strategic Plan, FVE expects to incur restructuring expenses of up to $20.5 million, approximately $15.0 million of which FVE expects DHC will reimburse. These expenses are expected to include up to $7.5 million of retention bonus payments, up to $10.2 million of severance, benefits and transition expenses, and up to $2.8 million of transaction expenses, of which FVE expects DHC to reimburse approximately $5.9 million, $7.5 million and $1.6 million, respectively. In the three months ended June 30, 2021, FVE recorded expenses of $15.4 million, of which $11.5 million will be reimbursed by DHC.

Presented below is a summary of the units FVE operated (owned, leased and managed) as of June 30, 2021 and the projected number of units to be operated after the conclusion of the Strategic Plan:

	As of June 30, 2021	Retained
	Units (1)	Units (2)(3)
Independent living	10,979	10,421
Assisted living	12,023	7,854
Memory care	3,247	1,874
Skilled nursing	1,484	—
Total	27,733	20,149

_______________________________________

(1)    The units operated as of June 30, 2021 include 2,099 owned, 152 leased, and 25,482 managed.

(2)    Includes 2,099 owned, 152 leased, and 17,898 managed units.

(3)    Excludes one community leased by FVE with 51 living units, which has been out of service due to a fire on April 4, 2021.

Presented below is a summary of the communities, units, average occupancy, spot occupancy, revenues and management fees for the communities FVE manages for DHC as of and for the three months ended June 30, 2021 and for the retained communities to be managed for DHC after the conclusion of the Strategic Plan (dollars in thousands):

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	As of and for the Three Months Ended June 30, 2021
	Communities	Units	Average Occupancy		Spot Occupancy		Community Revenues (1)		Management Fees (2)
Independent and assisted living communities (4)	209	22,980	70.0	%	71.9	%	$	149,998	$	8,011
Continuing care retirement communities (4)	10	1,547	69.1	%	66.3	%	77,637		4,097
Skilled nursing facilities	9	955	65.2	%	66.2	%	16,312		819
Total	228	25,482	69.5	%	71.3	%	$	243,947	$	12,927
	Retained
	Communities	Units	Average Occupancy		Spot Occupancy		Community Revenues (1)		Management Fees (3)
Independent and assisted living communities (4)	120	17,898	72.9	%	73.3	%	$	159,014	$	8,552
Continuing care retirement communities	—	—	—	%	—	%	—		—
Skilled nursing facilities	—	—	—	%	—	%	—		—
Total	120	17,898	72.9	%	73.3	%	$	159,014	$	8,552

_______________________________________

(1)    Represents the revenues of the senior living communities FVE manages on behalf of DHC. Managed senior living communities' revenues do not represent FVE's revenues and are included to provide supplemental information regarding the operating results and financial condition of the communities from which FVE earns management fees.

(2)    The 1,473 SNF units in 26 CCRCs that were closed in the three months ended June 30, 2021, and are to be repositioned, had management fee revenue of $458 for the three months ended June 30, 2021.

(3)    Excludes management fee revenue of $4,378 for the three months ended June 30, 2021 related to (i) 108 senior living communities managed on behalf of DHC, with approximately 7,500 living units that are expected to be transitioned to new operators (ii) 1,473 SNF units in 26 CCRCs that were closed during the three months ended June 30, 2021 and are in the process of being repositioned and (iii) an additional 59 SNF units that are expected to be closed and repositioned in one CCRC during the remainder of 2021 that FVE will continue to manage for DHC.

(4)    During the three months ended June 30, 2021 FVE closed 1,473 SNF units in 26 CCRCs. Due to these SNF unit closures, these communities are no longer CCRCs and have been included in the community and unit totals and spot occupancy as independent and assisted living communities as of June 30, 2021. However, average occupancy, community revenues and management fees for those 26 CCRCs are included in the CCRC totals for the three months ended June 30, 2021. The average occupancy, community revenues and management fees for these communities for the three months ended June 30, 2021 were 69.7%, $56,408 and $3,007, respectively.

Following the implementation of the Strategic Plan, FVE will continue to manage 120 senior living communities for DHC, representing 17,898 living units and approximately 65% of FVE's management fee revenues for the three months ended June 30, 2021, and to operate its existing owned portfolio of 20 communities with approximately 2,100 living units. FVE expects to partially offset the resulting revenue loss from fees we earn from the 108 transitioning senior living communities with expense reductions to right-size operations.

The 120 senior living communities that FVE will continue to manage for DHC after the Transition outperformed the total DHC managed portfolio (exclusive of the closed and pending closing and repositioning of approximately 1,500 SNF units in 27 of the CCRCs) for the three months ended June 30, 2021 with approximately 270 basis points higher operating margin.

In addition to the Transition of 108 managed communities owned by DHC, the landlord of our four leased senior living communities with approximately 200 living units is currently marketing these properties for sale and FVE is unlikely to operate those communities long-term. One of these leased communities with 51 living units has been out of service due to a fire on April 4, 2021.

Presented below is a summary of FVE's Ageility rehabilitation clinics as of June 30, 2021 and the number of clinics to be operated after the implementation of the Strategic Plan (dollars in thousands):

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	As of and for the Three Months Ended June 30, 2021								Retained
	Number of Clinics	Total Revenue (3)		Average Revenue per Clinic			Adjusted EBITDA Margin		Number of Clinics	Total Revenue (1)(3)		Average Revenue per Clinic		Adjusted EBITDA Margin
Inpatient Clinics in DHC Communities	10	$	2,630	$		n/m	4.8	%	—	$	—	$	—	—	%
Outpatient Clinics in DHC Communities	91	8,354		92			13.3	%	91	8,354		92		13.3	%
Outpatient Clinics in Transition Communities(2)	44	1,919		44			17.1	%	44	1,919		44		17.1	%
Total Clinics at DHC Communities	145	12,903		89			12.1	%	135	10,273		76		14.0	%
Outpatient Clinics at Other Communities(4)	83	4,242		51			8.5	%	83	4,242		51		8.5	%
Total Clinics	228	$	17,145	$	75		11.2	%	218	$	14,515	$	67	12.4	%

_______________________________________

n/m - not meaningful, as the revenues represent revenue earned from 37 inpatient clinics but at June 30, 2021 there were only ten inpatient clinics

(1)    Excludes revenue of $2,630 for the three months ended June 30, 2021 for 27 Ageility inpatient clinics that were closed during the three months ended June 30, 2021 and an additional ten Ageility inpatient clinics, which are expected to be closed during the remainder of 2021 as part of the Transition.

(2)    As part of the Transition, FVE expects 108 senior living communities managed on behalf of DHC to be transitioned to new operators. These communities have 44 Ageility outpatient rehabilitation clinics, which, due to the transfer to a new operator, may be subject to closure by the new operator.

(3)    Total Ageility revenue excludes home health care services, which are a part of the rehabilitation and wellness services segment.

(4)    Other communities includes outpatient clinics at non-FVE operated or managed communities and 16 outpatient clinics at communities FVE owns.

FVE expects the rehabilitation and wellness services segment to grow and diversify through our expanded emphasis on fitness and home health care services. Fitness offerings started as an extension of FVE's rehabilitation product and, while representing only 4.7% of segment revenues for the three months ended June 30, 2021, fitness revenues increased by 56.0% to $0.8 million when compared to the same period in 2020.

FVE currently expects to continue to evolve and diversify through growth of our ancillary rehabilitation and wellness service offerings, including rehabilitation and wellness services, by opening new clinics and expanding our fitness and other home-based service offerings within and outside of its senior living communities. Since January 1, 2019, FVE has opened 89 net new outpatient rehabilitation clinics, 17 of which were opened in 2020, and 11 of which were opened during the six months ended June 30, 2021.

Conference Call Information:

At 1:00 p.m. Eastern Time on August 5, 2021, our President and Chief Executive Officer, Katherine Potter, Executive Vice President and Chief Operating Officer, Margaret Wigglesworth, and Executive Vice President, Chief Financial Officer and Treasurer, Jeffrey Leer, will host a conference call to discuss FVE's second quarter 2021 financial 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 August 12, 2021. To hear the replay, dial (412) 317-0088. The replay pass code is 10157589.

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'ssecond quarter endedJune 30, 2021financial results conference callarestrictly prohibited without the prior written consent ofFVE. FVE’s website is not incorporated as part of this press release.

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About Five Star Senior Living Inc.:

FVE is a provider of senior living management and rehabilitation and wellness services to over 23,000 older adults. Five Star is the fifth largest senior living operator in the United States and operates independent and assisted living 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. FVE is headquartered in Newton, Massachusetts.

6

Five Star Senior Living Inc.

Condensed Consolidated Statements of Operations

(amounts in thousands, except per share amounts)

(unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
REVENUES
Rehabilitation and wellness services	$	17,453	$	19,268	$	37,006	$	40,652
Senior living	16,378		19,590		33,435		40,587
Management fees	12,927		15,705		26,777		32,756
Total management and operating revenues	46,758		54,563		97,218		113,995
Reimbursed community-level costs incurred on behalf of managed communities	195,271		224,104		408,431		456,120
Other reimbursed expenses	16,592		6,417		22,072		12,414
Total revenues	258,621		285,084		527,721		582,529
Other operating income	2		1,499		7,795		1,499
OPERATING EXPENSES
Rehabilitation and wellness services expenses	15,668		16,144		31,878		33,645
Senior living wages and benefits	9,896		9,705		21,909		19,505
Other senior living operating expenses	8,968		9,016		15,234		12,954
Community-level costs incurred on behalf of managed communities	195,271		224,104		408,431		456,120
General and administrative	22,748		23,392		45,139		45,162
Restructuring expenses	15,389		175		15,639		1,270
Depreciation and amortization	2,989		2,703		5,929		5,404
Total operating expenses	270,929		285,239		544,159		574,060
Operating (loss) income	(12,306)		1,344		(8,643)		9,968
Interest, dividend and other income	76		182		160		521
Interest and other expense	(409)		(409)		(872)		(791)
Unrealized gain (loss) on equity investments	398		867		533		(595)
Realized gain on sale of debt and equity investments	97		116		193		95
Loss on termination of leases	—		—		—		(22,899)
Income (loss) before income taxes	(12,144)		2,100		(8,629)		(13,701)
(Provision) benefit for income taxes	(158)		902		(358)		(506)
Net (loss) income	$	(12,302)	$	3,002	$	(8,987)	$	(14,207)
Weighted average shares outstanding—basic	31,552		31,460		31,541		31,454
Weighted average shares outstanding—diluted	31,552		31,582		31,541		31,454
Net (loss) income per share—basic	$	(0.39)	$	0.10	$	(0.28)	$	(0.45)
Net (loss) income per share—diluted	$	(0.39)	$	0.10	$	(0.28)	$	(0.45)

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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 meet FVE's financial obligations 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 the three and six months ended June 30, 2021 and 2020.

	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
Net (loss) income	$	(12,302)	$	3,002	$	(8,987)	$	(14,207)
Add (less):
Interest and other expense	409		409		872		791
Interest, dividend and other income	(76)		(182)		(160)		(521)
(Benefit) provision for income taxes	158		(902)		358		506
Depreciation and amortization	2,989		2,703		5,929		5,404
EBITDA	(8,822)		5,030		(1,988)		(8,027)
Add (less):
Severance (1)	—		282		—		282
Litigation settlement (2)	—		2,473		—		2,473
Unrealized gain (loss) on equity investments	(398)		(867)		(533)		595
Loss on termination of leases (3)	—		—		—		22,899
Net restructuring expenses (4)	3,858		175		4,108		1,270
Long-lived asset impairment (5)	890		—		890		—
Adjusted EBITDA	$	(4,472)	$	7,093	$	2,477	$	19,492

_______________________________________

(1)    Costs incurred for the three and six months ended June 30, 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 settlement was approved by the court, and paid by FVE on May 12, 2021.

(3)    Represents the excess of the fair value of the shares issued to DHC as of January 1, 2020 of $97,899, compared to the consideration of $75,000 paid by DHC as part of the transaction agreement to restructure FVE's business arrangements with DHC, or the Restructuring Transactions.

(4)    Includes costs incurred related to the Strategic Plan announced on April 9, 2021 and the Restructuring Transactions for the three and six months ended June 30, 2021 and 2020, respectively, and are included in restructuring expenses in the Condensed Consolidated Statements of Operations, net of reimbursed expenses of $11,531 to be received for the three and six months ended June 30, 2021 from DHC.

(5)    Represents asset impairments related to one leased community that had a fire on April 4, 2021.

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Five Star Senior Living Inc.

Condensed Consolidated Balance Sheets

(dollars in thousands, except per share amounts)

(unaudited)

	June 30,		December 31,
	2021		2020
ASSETS
Current assets:
Cash and cash equivalents	$	99,270	$	84,351
Restricted cash and cash equivalents	23,707		23,877
Accounts receivable, net of allowance	9,036		9,104
Due from related person	80,369		96,357
Debt and equity investments	19,444		19,961
Prepaid expenses and other current assets	20,716		28,658
Total current assets	252,542		262,308
Property and equipment, net	157,636		159,251
Operating lease right-of-use assets	26,277		18,030
Finance lease right-of-use assets	3,929		4,493
Restricted cash and cash equivalents	1,234		1,369
Restricted debt and equity investments	3,945		4,788
Equity investment of an investee, net	11		11
Other long-term assets	6,103		3,956
Total assets	$	451,677	$	454,206
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	21,833	$	23,454
Accrued expenses and other current liabilities	32,231		41,843
Accrued compensation and benefits	80,720		70,543
Accrued self-insurance obligations	30,921		31,355
Operating lease liabilities	2,201		2,567
Finance lease liabilities	840		808
Due to related persons	4,637		6,585
Mortgage note payable	401		388
Security deposits and current portion of continuing care contracts	318		365
Total current liabilities	174,102		177,908
Long-term liabilities:
Accrued self-insurance obligations	39,286		37,420
Operating lease liabilities	25,832		17,104
Finance lease liabilities	3,494		3,921
Mortgage note payable	6,579		6,783
Other long-term liabilities	410		538
Total long-term liabilities	75,601		65,766
Shareholders’ equity:
Common stock, par value $0.01	318		317
Additional paid-in-capital	460,737		460,038
Accumulated deficit	(260,129)		(251,139)
Accumulated other comprehensive income	1,048		1,316
Total shareholders’ equity	201,974		210,532
Total liabilities and shareholders' equity	$	451,677	$	454,206

9

Five Star Senior Living Inc.

Senior Living Segment Data

(dollars in thousands, except per unit amounts)

(unaudited)

	Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2021			2021			2020			2020			2020
Owned and Leased Communities
Independent and assisted living communities:
Revenues	$	16,378		$	17,057		$	17,903		$	18,525		$	19,590
Other operating income (1)	2			7,774			1,715			—			—
Operating expenses	21,012			20,414			21,181			19,661			20,165
Operating income (loss)	(4,632)			4,417			(1,563)			(1,136)			(575)
Operating margin	(28.3)		%	17.8		%	(8.0)		%	(6.1)		%	(2.9)		%
Number of communities (end of period)	24			24			24			24			24
Number of living units (end of period) (2)	2,251			2,302			2,302			2,312			2,312
Average occupancy	68.1		%	68.3		%	71.5		%	74.7		%	78.3		%
Spot occupancy	69.7		%	68.2		%	69.7		%	73.0		%	76.3		%
RevPAR (3)	$	2,425		$	2,479		$	2,596		$	2,665		$	2,813
RevPOR (4)	$	3,524		$	3,630		$	3,550		$	3,492		$	3,555
Managed Communities(5)
Management fees	$	12,927		$	13,850		$	14,822		$	15,302		$	15,705
Community-level revenues	243,947			259,966			278,637			290,101			304,103
Other operating income (1)	16,564			1,617			12,520			—			5,828
Community-level expenses (6)	237,461			247,171			261,678			270,333			260,255
Community operating income	23,050			14,412			29,479			19,768			49,676
Community operating margin	8.8		%	5.5		%	10.1		%	6.8		%	16.0		%
Number of communities (end of period)	228			228			228			239			241
Number of living units (end of period) (2)	25,482			26,963			26,969			28,232			28,348
Average occupancy	69.5		%	69.5		%	72.2		%	75.2		%	78.7		%
Spot occupancy	71.3		%	70.2		%	70.8		%	74.0		%	77.5		%
RevPAR (3)	$	3,086		$	3,213		$	3,355		$	3,420		$	3,576
RevPOR (4)	$	4,389		$	4,623		$	4,543		$	4,447		$	4,496

_______________________________________

(1)    Other operating income represents income recognized for funds received under the CARES Act and other governmental grants.

(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 disposition 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. Data for the three months ended June 30, 2020, December 31, 2020, March 31, 2021 and June 30, 2021 exclude income received by communities under the CARES Act and other governmental grants.

(4)    RevPOR is defined by FVE as resident fee revenues for the corresponding portfolio for the period divided by the average number of occupied units for the period, divided by the number of months in the period. Data for the three months ended June 30, 2020, December 31, 2020, March 31, 2021 and June 30, 2021 exclude income received by communities under the CARES Act and other governmental grants.

(5)    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.

(6)    The three months ended June 30, 2021 includes restructuring expense of $11,531.

10

Five Star Senior Living Inc.

Comparable Communities Senior Living Segment Data

(dollars in thousands, except per unit amounts)

(unaudited)

	Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2021			2021			2020			2020			2020
Owned and Leased Communities(1):
Number of communities (end of period)	23			23			23			23			23
Number of living units (end of period) (2)	2,251			2,251			2,250			2,260			2,260
Average Occupancy	68.0		%	68.6		%	72.1		%	75.1		%	78.6		%
Spot Occupancy	69.7		%	68.6		%	70.0		%	73.5		%	76.6		%
RevPAR (3)	$	2,421		$	2,480		$	2,605		$	2,668		$	2,811
RevPOR (4)	$	3,520		$	3,613		$	3,534		$	3,475		$	3,538
Managed Communities(1)(5):
Number of communities (end of period)	120			120			120			120			120
Number of living units (end of period) (2)	17,898			17,906			17,910			17,929			17,929
Average Occupancy	72.9		%	72.7		%	75.6		%	78.5		%	82.6		%
Spot Occupancy	73.3		%	73.2		%	74.2		%	77.0		%	81.1		%
RevPAR (3)	$	2,961		$	2,946		$	3,054		$	3,139		$	3,301
RevPOR (4)	$	4,018		$	4,051		$	3,954		$	3,942		$	3,953

_______________________________________

(1)    Includes data for senior living communities that FVE has continuously owned, leased or managed since April 1, 2020. Per the Strategic Plan, the summary of operations for comparable communities excludes (i) 108 senior living communities managed on behalf of DHC, with approximately 7,500 living units, that are expected to be transitioned to new operators and (ii) 1,473 SNF units in 26 CCRCs that were closed during the three months ended June 30, 2021 and are in the process of being repositioned and an additional 59 SNF units that are expected to be closed and repositioned in one CCRC that FVE will continue to manage for DHC. Comparable communities also excludes one leased community with 51 living units that has been out of service due to a fire on April 4, 2021. In addition, the landlord of three leased communities included in the 23 owned and leased senior living communities data above is currently marketing these properties for sale and FVE is unlikely to operate these communities long-term.

(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. Data for the three months ended June 30, 2020, December 31, 2020, March 31, 2021 and June 30, 2021 exclude income received by communities under the CARES Act and other governmental grants.

(4)    RevPOR is defined by FVE as resident fee revenues for the corresponding portfolio for the period divided by the average number of occupied units for the period, divided by the number of months in the period. Data for the three months ended June 30, 2020, December 31, 2020, March 31, 2021 and June 30, 2021 exclude income received by communities under the CARES Act and other governmental grants.

(5)    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

Five Star Senior Living Inc.

Rehabilitation and Wellness Services Segment Data

(dollars in thousands)

(unaudited)

	Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2021			2021			2020			2020			2020
Rehabilitation and Wellness Services(1):
Revenues	$	17,453		$	19,553		$	20,256		$	21,124		$	19,268
Other operating income (2)	—			19			221			—			1,499
Operating expenses (3)	17,517			16,338			16,613			16,833			16,259
Operating (loss) income	(64)			3,234			3,864			4,291			4,508
Operating margin	(0.4)		%	16.5		%	18.9		%	20.3		%	21.7		%
Number of inpatient clinics (end of period)	10			37			37			40			40
Number of outpatient clinics (end of period)	218			215			207			209			206

_______________________________________

(1)    Includes Ageility clinics and home health operations.

(2)    Other operating income represents income recognized for funds received under the CARES Act and other governmental grants.

(3)    The three months ended June 30, 2021 includes restructuring expenses of $1,720.

Five Star Senior Living Inc.

Comparable Rehabilitation and Wellness Services Segment Data

(dollars in thousands)

(unaudited)

	Three Months Ended
	June 30,			March 31,			December 31,			September 30,			June 30,
	2021			2021			2020			2020			2020
Rehabilitation and Wellness Services(1):
Revenues	$	14,151		$	13,457		$	13,800		$	14,493		$	13,292
Other operating income (2)	—			19			221			—			848
Operating expenses	12,564			11,679			12,112			12,087			11,772
Operating income	1,587			1,797			1,909			2,406			2,368
Operating margin	11.2		%	13.3		%	13.6		%	16.6		%	16.7		%
Number of inpatient clinics (end of period)	—			—			—			—			—
Number of outpatient clinics (end of period)	195			195			195			195			195

_______________________________________

(1)    Includes Ageility clinics and home health operations. Comparable clinics includes data for 195 outpatient clinics that FVE has continuously owned and operated since April 1, 2020, exclusive of 27 Ageility inpatient rehabilitation clinics that were closed during the three months ended June 30, 2021 and an additional ten Ageility inpatient rehabilitation clinics that are expected to be closed during the remainder of 2021.

(2)    Other operating income represents income recognized for funds received under the CARES Act and other governmental grants.

12

Five Star Senior Living Inc.

Owned Senior Living Communities as of and for the Three Months Ended June 30, 2021

(dollars in thousands)

(unaudited)

No.	Community Name	State	Property Type (1)	Living Units	Senior Living Revenues (4)		Gross Carrying Value		Net Carrying Value		Date Acquired	Year Built or Most Recent Renovation
1	Morningside of Decatur (2)	Alabama	AL	49	$	271	$	6,938	$	3,736	11/19/2004	1999
2	Morningside of Auburn	Alabama	AL	42	297		1,578		586		11/19/2004	1997
3	The Palms of Fort Myers (2)	Florida	IL	218	1,601		6,990		3,755		4/1/2002	1988
4	Five Star Residences of Banta Pointe (3)	Indiana	AL	121	664		10,575		6,232		9/29/2011	2006
5	Five Star Residences of Fort Wayne (2)	Indiana	AL	154	1,021		8,495		5,244		9/29/2011	1998
6	Five Star Residences of Clearwater	Indiana	AL	88	341		13,871		8,928		6/1/2011	1999
7	Five Star Residences of Lafayette (2)	Indiana	AL	109	532		11,144		7,144		6/1/2011	2000
8	Five Star Residences of Noblesville (2)	Indiana	AL	151	1,033		12,900		8,085		7/1/2011	2005
9	The Villa at Riverwood (2)	Missouri	IL	111	635		4,160		2,583		4/1/2002	1986
10	Voorhees Senior Living (2)	New Jersey	AL	104	892		19,004		13,062		7/1/2008	1999
11	Washington Township Senior Living (2)	New Jersey	AL	93	958		26,010		17,545		7/1/2008	1998
12	Carriage House Senior Living	North Carolina	AL	98	845		9,813		5,403		12/1/2008	1997
13	Forest Heights Senior Living	North Carolina	AL	111	710		16,085		10,806		12/1/2008	1998
14	Fox Hollow Senior Living (2)	North Carolina	AL	77	1,000		25,487		17,537		7/1/2000	1999
15	Legacy Heights Senior Living (2)	North Carolina	AL	116	1,012		7,048		3,195		12/1/2008	1997
16	Morningside at Irving Park	North Carolina	AL	91	746		3,731		1,675		11/19/2004	1997
17	The Devon Senior Living	Pennsylvania	AL	84	481		31,580		14,808		7/1/2008	1985
18	The Legacy of Anderson	South Carolina	IL	101	549		10,617		6,231		12/1/2008	2003
19	Morningside of Springfield (2)	Tennessee	AL	54	428		17,613		10,973		11/19/2004	1984
20	Huntington Place	Wisconsin	AL	127	826		2,355		1,514		7/15/2010	1999
	Total			2,099	$	14,842	$	245,994	$	149,042

_______________________________________

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

(2)    Encumbered property under FVE's $65,000 revolving credit facility.

(3)    Encumbered property under FVE's $6,980 mortgage note.

(4)    Excludes funds received under the CARES Act recognized as other operating income.

13

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:

•This press release includes statements regarding the actions that have occurred and steps that are expected to be taken in connection with the implementation of FVE's Strategic Plan and the anticipated timing, costs, savings and benefits related to such steps, as well as FVE's expectations for the operation and performance of the business following implementation of the Strategic Plan. FVE may not be able to implement each of its strategic initiatives in a timely manner or at all, the costs of such initiatives may be more than it expects, it may not realize the benefits it anticipates from the Strategic Plan, and it may not be able to achieve its objectives following implementation of such Strategic Plan, including partially offsetting the revenue loss from the communities it intends to transition with expense reductions to right-size operations, on the anticipated timeline or at all.

•Ms. Potter states that COVID-19 vaccination levels have increased across FVE's senior living portfolio and FVE remains on target to vaccinate all community team members by September 1, 2021. However, FVE may not achieve its goal of vaccinating all team member by September 1, 2021 and, despite the high rate of vaccinations, certain residents, team members and clients may still become infected with COVID-19, and the perception of potential infections may reduce the number of new residents moving into FVE's communities, which could impact FVE's operations and financial performance.

•Ms. Potter states that FVE is encouraged by positive momentum in occupancy trends. However, these trends may not continue and occupancy could decline due to a variety of factors, including as a result of the COVID-19 pandemic.

•This press release includes statements regarding FVE's intent to expand its Ageility business and growing and diversifying FVE's rehabilitation and wellness offerings. FVE may not be able to achieve these objectives, including if its growth is adversely impacted by the COVID-19 pandemic, and if it does not have sufficient resources to fund the expansion or does not identify new opportunities to grow or diversify the business.

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.

Contact:

Olivia Snyder, Manager, Investor Relations

(617) 796-8245

14

EX-99.2

Investor Presentation August 2021 Nasdaq: FVE

2 Warning Concerning Forward-Looking Statements Note: Data throughout this presentation is unaudited and as of and for the three and six months ended June 30, 2021, unless otherwise noted. Also, statements about the industry and demographics relate to the United States. Throughout this presentation we show financial results of the senior living communities that we manage on behalf of DHC. Managed senior living communities' financial results do not represent our financial results, and are included to provide supplemental information regarding the operating results and the financial conditions of the communities from which we earn management fees. 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 the implementation and anticipated effects of our strategic plan, our targets for certain earnings and expense metrics following implementation of our strategic plan, our ability to operate our senior living communities profitably, our anticipated uses of cash liquidity, 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, and the impact of COVID-19 on our business. 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 our ability to operate our business 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 human made 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 and cost rationalization initiatives, (c) we may not successfully integrate, operate and profitably manage our senior living communities and rehabilitation and wellness services clinics; (d) we cannot be sure that we will enter additional management arrangements with Diversified Healthcare Trust (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 competitiveness in the marketplace with respect to cash compensation and other benefits may not be successful and may not result in the benefits we expect to achieve through such investments; (g) we may not be able to implement each aspect of our strategic plan within the timeframe we expect, or at all, due to a variety of factors, including that we and DHC may not identify and agree to terms with new operators for communities to be transitioned or we may not be able to close certain Ageility clinics or close and reposition certain skilled nursing facilities; (h) the cost of implementing the strategic plan may be more than we expect and we may not realize the anticipated benefits of such plan; (i) our marketing initiatives may not succeed in increasing our occupancy and revenues, and they may cost more than any increased revenues they may generate; (j) our strategic investments to enhance efficiencies in and benefits from our purchasing of services may not be successful or generate the returns or savings we expect; (k) circumstances that adversely affect the ability of older adults or their families 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, lower levels of consumer confidence, stock market volatility and/or changes in demographics generally, could affect the revenues and profitability of our senior living communities; (l) 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; (m) the various federal and state government 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; (n) we may be unable to repay or refinance our debt obligations when they become due; (o) 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; (p) 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 credit facility; (q) 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; (r) insurance costs may continue to rise and our actions and approach to managing our insurance costs may not be successful and could result in our incurring significant costs and liabilities that we will be responsible for funding; (s) 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 expect to enter into, may not occur, may be delayed or the terms may change; (t) we and DHC may not be able to sell communities that we or DHC may seek to sell on acceptable terms; (u) the advantages we believe we may realize from our relationships with related parties may not materialize; (v) operating deficiencies or a license revocation at one or more of our senior living communities may have an adverse impact on our ability to operate, obtain licenses for, or attract residents to, our other communities; (w) we may be unable to meet collateral requirements related to our workers' compensation insurance program, which may result in higher costs; and (x) the COVID-19 pandemic may continue to adversely affect our business, operating results and financial condition for an indefinite period of 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 communities and our efforts to mitigate the effects of the COVID-19 pandemic may be insufficient. Our Annual Report on Form 10-K for the year ended December 31, 2020, our Quarterly Reports on Form 10-Q for the periods ended March 31, 2021 and June 30, 2021, and our other filings with the Securities and Exchange Commission (SEC) identify other important factors that could cause differences from our forward-looking statements. The filings with 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 undue reliance upon our forward-looking 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 (and earnings per share) before interest, income tax, depreciation and amortization (EBITDA) and Adjusted EBITDA, adjusted net income and adjusted earnings per diluted share. 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 meet financial obligations or service debt, make capital expenditures and expand our business. We believe that these non-GAAP financial measures 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. Our management uses these non-GAAP financial measures to evaluate our financial performance and compare it over time and against competitors. These measures should not be considered as alternatives to net income (loss) or operating (loss) income, as indicators of our operating performance or as measures of our liquidity. Also, EBITDA and Adjusted EBITDA as presented may not be comparable to similarly titled amounts calculated by other companies.

3 Strategic Business Plan Five Star's strategy centers around being a provider of services that enrich and inspire the lives of older adults as they age. Reposition • Reposition senior living service offerings to focus on larger assisted living (AL), independent living (IL) and memory care (MC) communities as well as stand-alone active adult (AA) and IL communities. • Exit skilled nursing business. • Exit 108 communities to accomplish the above. Diversify • Continue to focus on revenue diversification opportunities. ◦ Continue to grow Ageility rehabilitation outside Five Star footprint. ◦ Expand ancillary service offerings, including fitness, concierge services and home health, to provide choice-based, financially flexible resident experience and reach customers outside Five Star communities. Evolve • Develop scalable shared service center to support operations and growth. ◦ Right-size corporate G&A. ◦ Continue to evaluate and improve basic business processes to drive informed decision making. • Deliver differentiated, customer-focused resident experience consistently executed across segments of the repositioned portfolio of communities.

4 Owned and Leased Portfolio Total Managed Portfolio Retained Managed Portfolio (2) Transitioning Managed Portfolio (3) Average Occupancy 68.1% 69.5% 72.9% 62.4% Wages as % of Revenue (1) 60.9% 57.0% 53.6% 64.6% Operating Margin (1) (26.7)% 7.4% 10.1% 2.1% EBITDA Margin (1)(4) (13.6)% 4.3% 7.3% (2.5)% Senior Living Portfolio Transition Portfolio as of Type of Units IL 10,979 AL 12,023 MC/ALZ 3,247 SNF 1,484 Total Units 27,733 (1) Exclusive of the Provider Relief Funds under the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, and other governmental grants recognized as other income. In addition, it excludes Restructuring Expenses of $11.5 million, $10.2 million, and $1.4 million for the total managed portfolio, retained managed portfolio, and transitioning managed portfolio, respectively. (2) Retained managed portfolio includes the remaining 120 senior living communities not part of the transitioning portfolio. (3) Transitioning managed portfolio includes (i) 108 senior living communities, with approximately 7,500 living units that are expected to be transitioned to new operators and (ii) 1,473 SNF units in 26 CCRCs that were closed in the three months ended June 30, 2021 and will be repositioned and an additional 59 SNF units that are expected to be closed and repositioned in one CCRC during the remainder of 2021 that FVE will continue to manage for DHC. (4) Earnings before interest, taxes, depreciation and amortization. Type of Units IL 10,979 AL 12,109 MC/ALZ 3,220 SNF 2,957 Total Units 29,265 March 31, 2021 June 30, 2021 Senior Living Results for the three months ended June 30, 2021

5 As a % of Revenue Q2 2021 Actual (1) Normalized Target Wages & Benefits 61% 50% G&A Expense 40% 20% EBITDA (1%) 30% U.S. Active Adult (55+) and Assisted Living Community Market Size (3) (dollars in millions) Senior Living Communities Operated Current Portfolio vs. Normalized Targets • Develop a scalable shared service center to support operations and growth. ◦ Right-size corporate G&A. ◦ Continue to evaluate and improve basic business processes to drive informed decision making • Deliver differentiated, customer-focused resident experience consistently executed across segments of the repositioned portfolio of communities. ◦ Drive improved occupancy and RevPAR. ◦ Accelerate growth in the retained senior living portfolio to meet the demand of the active, aging adult population. Aging U.S. Population (2) • The aging of the Baby Boomer generation and increasing life expectancy are leading to a fundamental demographic shift. • From 2020 to 2030, the 65+ U.S. population is expected to grow by 30% from 56M to 73M, and by 69% to 95M by 2060. (1) Includes community-level revenue and expenses for 24 owned and leased senior living communities and 228 managed senior living communities. Exclusive of funds received under the CARES Act and other governmental grants recognized as other income. (2) Source: U.S. Census Bureau. (3) Source: Grand View Research. Align to Market Demographics

6 Revenue Mix as of June 30, 2021 Post-Transition Revenue Mix (2)(3) Fitness / Other Outpatient Rehab Inpatient Rehab Independent and Assisted Living Continued Care Retirement Community Skilled Nursing $— $5,000 $10,000 $15,000 $20,000 Line of Service 2 Q 2 1 R ev en ue s (t ho us an ds ) Owned/Leased Management Fees (1) Rehabilitation and Wellness Services Senior Living Fitness / Other Outpatient Rehab Inpatient Rehab Independent and Assisted Living Continued Care Retirement Community Skilled Nursing $— $5,000 $10,000 $15,000 $20,000 Line of Service 2 Q 2 1 R ev en ue s (t ho us an ds ) Owned/Leased Management Fees (1) Rehabilitation and Wellness Services Senior Living (1) Management fees equal 5% of gross revenues realized and 3% of constructions costs for construction projects we managed at the senior living communities we manage. (2) As if execution of the Transition happened on January 1, 2021. (3) Independent and assisted living senior living revenues excludes one leased community with 51 living units that has been out of service due to a fire on April 4, 2021.

7 Ageility Presence Business at a Glance - As of June 30, 2021 A National Senior Living and Rehabilitation and Wellness Services Provider ▪ 5th largest(1) U.S. senior housing operator. ▪ Senior Living segment serves approximately 21,000 older adult residents in 252 senior living communities with 27,733 living units across 31 states. ▪ Ageility, a division of Five Star, operating within our Rehabilitation and Wellness Services segment, has served approximately 11,800 older adult clients during 2021 in 218 outpatient clinics across 28 states.(2) ▪ Employs approximately 16,560 team members. Balanced Revenue Mix Top 10 States* All Other States* *Defined by number of total senior living units per state. Owned and Leased Senior Living 35% Rehabilitation and Wellness Services 37% Senior Living Management Fees 28% (1) Based on the June 2021 Seniors Housing News list of largest operators. (2) The repositioning phase of the Strategic Plan announced on April 9, 2021, is expected to eliminate all inpatient Ageility clinics (37). As of June 30, 2021, 27 Ageility inpatient clinics have been closed. As part of the Strategic Plan we expect to transition 108 senior living communities managed on behalf of DHC to new operators. These communities have 44 Ageility outpatient rehabilitation clinics, which, due to the transfer to a new operator, may be subject to closure by the new operator.

8 Five Star COVID-19 Response and Leadership During the Pandemic (1) In all service lines of business (IL, AL and ALZ). (2) Spot occupancy represents occupancy on the final day of the month for comparable managed communities, which includes 120 managed senior living communities that FVE has continuously managed since January 1, 2020. Comparable communities are exclusive of 108 senior living communities currently managed for DHC that are expected to be transitioned to new operators, 1,473 SNF units in 26 CCRCs that were closed during the three months ended June 30, 2021 and are in the process of being repositioned, and an additional 59 SNF units that are expected to be closed and repositioned in one CCRC during the remainder of 2021 that we will continue to manage for DHC. (3) All team members who work in or visit communities operated by FVE or Ageility clinics as part of their responsibilities will be required to be fully vaccinated against COVID-19 by September 1, 2021. Operations Update ▪ We are welcoming new residents in all of our communities(1) as of July 31, 2021. ▪ In the month of July, there were 46 new confirmed resident COVID-19 cases. ▪ Spot occupancy(2) as of July 31, 2021 was 73.8%, up 50 basis points (bps) from June 30, 2021. ▪ Our sales lead volume was 5,839 for the month of June 2021, a 16.9% increase from the prior month; in addition, our conversion rate as of July 31, 2021 has increased 350 bps to 8.7% from a low in January 2021. Transitioning Portfolio Monthly Moves and Tours Retained Portfolio Monthly Moves and Tours Residents Team Members (3) Vaccination Update as of June 30, 2021

9 (1) Includes all communities operated by FVE as of and for the period ended June 30, 2021. (2) AL includes 3,201 Memory Care (MC)/Alzheimer's (ALZ) living units and FVE's CCRC's include 46 MC/ALZ living units that utilize our Bridge to RediscoveryTM Program. (3) Managed on behalf of DHC. (4) Leased from Healthpeak Properties Inc. (NYSE: PEAK). PEAK is in the process of selling FVE's three leased communities with 152 living units with an anticipated transition date of September 1, 2021. (5) Includes one active adult (AA) community with 167 units. (6) CCRCs consist of 559 IL living units, 360 AL living units, 46 MC/ALZ living units and 582 SNF living units. Senior Living Segment Senior Living Unit Mix at June 30, 2021 — Strategically Focused on Choice Based Product (1) Favorable Senior Living Payer Mix — Provides Operational Flexibility (1) Independent Living (IL) and Active Adult (AA) Assisted Living (AL)(2) Continued Care Retirement Community (CCRC) (2)(6) Skilled Nursing (SNF) Total Units % of Total Units Managed (3) 9,855(5) 13,178 1,547 902 25,482 92% Leased (4) 0 152 — — 152 1% Owned 565 1,534 — — 2,099 7% Total Units 10,420 14,864 1,547 902 27,733 100% % of Total Units 38% 54% 5% 3% 100% Private Pay and Other Medicare Medicaid 2Q21 Percent of Revenues

10 Senior Living Rate and Occupancy Details Comparable Community RevPAR and Avg. Occupancy (1)(3)(4) Comparable Community RevPOR (2)(3)(4) Owned/Leased RevPAR Managed RevPAR Owned/Leased Avg. Occupancy Managed Avg. Occupancy Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 — 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 65.0% 70.0% 75.0% 80.0% 85.0% 90.0% Owned/Leased RevPOR Managed RevPOR Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 — 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000 4,500 Comparable Community Data by Community Type (3) Owned/Leased 2Q20 3Q20 4Q20 1Q21 2Q21 IL/AL Spot Occupancy 76.6% 73.5% 70.0% 68.6% 69.7% RevPAR $ 2,811 $ 2,668 $ 2,605 $ 2,480 $ 2,421 RevPOR $ 3,538 $ 3,475 $ 3,534 $ 3,613 $ 3,520 Managed 2Q20 3Q20 4Q20 1Q21 2Q21 IL/AL Spot Occupancy 79.2% 75.3% 72.2% 71.3% 73.2% RevPAR $ 3,266 $ 3,128 $ 3,023 $ 2,891 $ 2,917 RevPOR $ 3,999 $ 3,981 $ 4,003 $ 4,088 $ 4,055 CCRC Spot Occupancy 84.9% 80.3% 78.2% 76.9% 78.6% RevPAR $ 3,373 $ 3,237 $ 3,119 $ 3,058 $ 3,052 RevPOR $ 3,864 $ 3,865 $ 3,861 $ 3,982 $ 3,948 (1) RevPAR is defined by FVE 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. Amounts for Q2 2020, Q4 2020, Q1 2021 and Q2 2021 exclude income received by communities under the CARES Act and other governmental grants. (2) RevPOR is defined by FVE 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. Amounts for Q2 2020, Q4 2020, Q1 2021 and Q2 2021 exclude income received under the CARES Act and other governmental grants. (3) Comparable community data represents data for 23 owned and leased senior living communities and 120 managed senior living communities that FVE continuously owned, leased or managed since January 1, 2020. Comparable communities are exclusive of 108 senior living communities currently managed for DHC that are expected to be transitioned to new operators, 1,473 SNF units in 26 CCRCs that were closed during the three months ended June 30, 2021 and are in the process of being repositioned, and an additional 59 SNF units that are expected to be closed and repositioned in one CCRC during the remainder of 2021 that FVE will continue to manage for DHC. Comparable communities are also exclusive of one leased community with 51 living units that has been out of service due to a fire on April 4, 2021. (4) The 2021 and 2020 quarterly metrics reflect the impact COVID-19 has had on the operations of comparable communities. R at e R at e Average O ccupancy

11 (1) Rehabilitation and Wellness Services revenue results for the six months ended June 30, 2021 totaling $37.0 million were annualized for comparative purposes. (2) All 2020 quarters are compared to pro forma results. 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 February 24, 2021. As part of the Strategic Plan, the 37 Ageility inpatient clinics will be closed. As of June 30, 2021, 27 Ageility inpatient clinics have been closed. As part of the Strategic Plan, 108 senior living communities we manage on behalf of DHC are expected to be transitioned to new operators. These communities have 44 Ageility outpatient rehabilitation clinics, which, due to the transfer to a new operator, may be subject to closure by the new operator. (3) Rehabilitation and Wellness services revenues for the second quarter of 2021 decreased when compared to the same period in 2020 primarily due to the closure of 27 Ageility inpatient clinics in the three months ended June 30, 2021. (4) The metrics reflect the impact of COVID-19 on the operations of Ageility clinics. (5) Compound annual growth rate, or CAGR, represents the annualized growth rate of the number of Outpatient Ageility clinics determined by net new outpatient clinics for the period from January 1, 2016 through June 30, 2021. (6) Other segment revenues includes fitness, concierge services and home health. Segment Historical Growth (dollars in thousands) Rehabilitation and Wellness Services Segment A growth engine to diversify revenues and differentiate Five Star's offering. Clinic openings have a 5-year CAGR(5) of 25.2% Outpatient Clinics and Affiliations Outpatient Visits(4) (amounts in thousands) (1) Segment YOY Revenue Growth(2) 2Q20 3Q20 4Q20 FY20 1Q21 2Q21(3) Ageility Physical Therapy 4.6% 15.0% 8.6% 12.1% (9.5)% (11.1)% Other(6) 37.4% 41.6% 26.0% 37.5% 19.3% 29.0% Total Segment 5.7% 15.9% 9.3% 12.9% (8.6)% (9.3)%

12 • Five Star's services business is geared towards evolving the senior living product to meet changing consumer preferences of the aging population. • Fitness offerings started as an extension of the rehabilitation product and, while representing only 4.7% of segment revenues in 2Q21, grew over 56.0% YOY. • Evaluating an array of additional concierge and home health services that could either be acquired or incubated internally, like Ageility. Economics Positioning for Continued Growth • Average investment in new Ageility clinic startups: $20,000 - $30,000 per clinic over the past three quarters. • 6 - 9 month stabilization period in targeted AL communities. • 11 net new clinics since January 1, 2021. (1) The metrics reflect the impact of COVID-19 on the operations of Ageility clinics. (2) Revenues and operating margin exclude CARES Act and other governmental grants recognized as other income and the results of FVE's home health operations. Operating margin is defined as revenues exclusive of any funds received under the CARES Act and other government grants, less direct operating expenses. Direct operating expenses does not include any allocated corporate general and administrative costs to support this service line. (3) Comparable outpatient clinic data represents data for clinics that FVE has continuously owned and operated since April 1, 2020. Comparable Outpatient Revenues and Operating Margin Per Clinic (1)(2)(3) (dollars in thousands) Outpatient Revenues and Operating Margin By Quarter (1)(2) (dollars in thousands) Rehabilitation and Wellness Services Segment Services business offers attractive economics and a model for expansion.

13 Financial Highlights Liquidity as of June 30, 2021 Revenue Mix (3) Uses of Cash 1. Owned portfolio — average $1,800 - $2,200 per unit in maintenance capex annually → drive competitiveness. 2. Rehabilitation and Wellness services segment — expansion of Ageility with 2-4 net new clinics quarterly in 2021 → diversify and grow revenues. 3. Shared services platform — investment in people and technologies → support efficiency and growth. (1) The amount of available borrowings under FVE's revolving credit facility is subject to qualifying collateral and is reduced by issued letters of credit. At June 30, 2021, FVE had letters of credit issued under the credit facility and outstanding of $0.8 million and $46.5 million available for borrowings under FVE's revolving credit facility. (2) See slide 17 for calculation of adjusted Net Income and adjusted EPS. (3) These figures are the actual results for the respective three month period and have not been adjusted for any transition activities still to occur as of June 30, 2021. Net Income, EPS and EBITDA (2)(3) In thousands, except per share amounts ▪ Liquidity as of June 30, 2021: ◦ $99.3 million of unrestricted cash and cash equivalents on hand. ◦ $7.0 million of outstanding debt in one mortgage note maturing 2032. ◦ No borrowings outstanding under $65.0 million(1) revolving credit facility secured by 11 communities with a net book value of $92.9 million. ◦ Own eight unencumbered AL/IL communities with 742 living units and a net book value of $50.0 million. 2Q20 3Q20 4Q20 1Q21 2Q21 Net (Loss) Income $ 3,002 $ 3,715 $ 2,903 $ 3,315 $ (12,302) Adj. Net Income $ 5,256 $ 3,824 $ 2,931 $ 3,507 $ (9,335) Diluted EPS $ 0.10 $ 0.12 $ 0.09 $ 0.10 $ (0.39) Adj. Diluted EPS $ 0.17 $ 0.12 $ 0.09 $ 0.10 $ (0.30)

Appendix

15 Condensed Consolidated Statement of Operations (in thousands) (unaudited) Appendix Three Months Ended June 30, 2021 June 30, 2020 Revenues Rehabilitation and wellness services $ 17,453 $ 19,268 Senior living 16,378 19,590 Management fees 12,927 15,705 Total management and operating revenues 46,758 54,563 Reimbursed community-level costs incurred on behalf of managed communities 195,271 224,104 Other reimbursed expenses 16,592 6,417 Total revenues 258,621 285,084 Other operating income (1) 2 1,499 Operating expenses Rehabilitation and wellness services expenses 15,668 16,144 Senior living wages and benefits 9,896 9,705 Other senior living operating expenses 8,968 9,016 Community-level costs incurred on behalf of managed communities 195,271 224,104 General and administrative 22,748 23,392 Restructuring expenses 15,389 175 Depreciation and amortization 2,989 2,703 Total operating expenses 270,929 285,239 Other income (expense) 162 756 Income (loss) before income taxes (12,144) 2,100 (Provision) benefit for income taxes (158) 902 Net income (loss) $ (12,302) $ 3,002 (1) Other operating income includes income recognized under the CARES Act and other governmental grants, primarily related to FVE's independent and assisted living communities.

16 (1) CapEx spend by segment represents amounts paid related to the acquisition of property and equipment of FVE and does not reflect amounts paid for the acquisition of property and equipment on behalf of and reimbursed by DHC. (2) During the three months ended June 30, 2021, we closed two rehabilitation and wellness services outpatient clinics. We also closed 27 rehabilitation and wellness services inpatient clinics as part of the Strategic Plan. During the three months ended June 30, 2020, we closed one rehabilitation and wellness services outpatient clinic and one inpatient clinic, primarily as a result of being located in senior living communities that were operated in communities FVE managed on behalf of DHC that were sold or closed. CapEx Spend by Segment(1) (dollars in thousands, except per unit and clinic data) (unaudited) Three Months Ended June 30, 2021 June 30, 2020 Senior living: Development, redevelopment and other activities $ 386 $ 67 Building improvements 1,760 523 Total senior living 2,146 590 Rehabilitation and wellness services: New clinic openings 10 35 Recurring clinic investments 65 — Total rehabilitation and wellness services 75 35 Corporate and other 107 483 Total CapEx spend $ 2,328 $ 1,108 Senior living: Number of units 2,251 2,312 Development, redevelopment and other activities spend per unit $ 172 $ 29 Building improvements spend per unit $ 782 $ 226 Rehabilitation and wellness services: Number of clinics 228 246 Number of new clinics opened 5 4 Number of clinics closed (2) 29 2 Number of net new clinics (24) 2 New clinic opening spend per clinic $ 2,022 $ 8,750 Recurring investment per clinic $ 292 $ — Appendix

17 Three Months Ended June 31, 2021 (1)(2) June 30, 2020 (1)(2) Net income (loss), earnings (loss) per diluted share $ (12,302) $ (0.39) $ 3,002 $ 0.10 Adjustments, net of tax (4): Severance (2) — 217 Litigation settlement — 1,902 Net restructuring expenses (3) 2,967 135 Adjusted net income (loss), adjusted earnings (loss) per diluted share $ (9,335) $ (0.30) $ 5,256 $ 0.17 Net Income (Loss) and Adjusted Net Income (Loss) (in thousands, except per share amounts) (unaudited) (1) Includes funds received under the CARES Act and other governmental grants. (2) Costs incurred for the three months ended June 30, 2020 represent those related to a reduction in workforce. (3) Costs incurred implementing the Strategic Plan recognized in the three months ended June 30, 2021, net of amounts to be reimbursements from DHC of $11.5 million. (4) The above non-GAAP adjustments are shown net of tax calculated at an effective statutory tax rate of 23.1% (combined federal of 21.0% and state of 2.1%) for the three months ended June 30, 2021 and 2020. The company is currently in a net tax loss carry forward position. The company’s effective rate was (1.3%) and (3.7%) for the three months ended June 30, 2021 and 2020, respectively. The statutory rate was used to provide a more effective comparison to other reporting companies. Appendix

18 (1) Changes in assets and liabilities and acquisition of property and equipment for the three months ended June 30, 2021 reflect reclassification adjustments of certain DHC reimbursements from the prior period to conform to the current period presentation. Condensed Consolidated Statements of Cash Flows (in thousands) (unaudited) Six Months Ended June 30, 2021 June 30, 2020 CASH FLOW FROM OPERATING ACTIVITIES: Net loss $ (8,987) $ (14,207) Adjustments to reconcile net loss to cash provided by operating activities Non-cash income and expense adjustments, net 7,874 30,412 Changes in assets and liabilities (1) 18,993 23,953 Net cash provided by operating activities 17,880 40,158 CASH FLOW FROM INVESTING ACTIVITIES: Acquisition of property and equipment(1) (4,466) (3,121) Purchases of debt and equity investments (231) (5,092) Proceeds from sale of property and equipment — 2,725 Distributions in excess of earnings from Affiliates Insurance Company — 287 Proceeds from sale of debt and equity investments 2,035 4,851 Net cash used in investing activities (2,662) (350) CASH FLOW FROM FINANCING ACTIVITIES: Costs related to issuance of common stock — (559) Repayments of mortgage note payable (204) (190) Repayments of finance lease principal (397) — Targeted SNF distribution funds received on behalf of others — 4,715 Payment of employee tax obligations on withheld shares (3) — Net cash (used in) provided by financing activities (604) 3,966 Increase in cash and cash equivalents and restricted cash and restricted cash equivalents 14,614 43,774 Cash and cash equivalents and restricted cash and restricted cash equivalents at beginning of period 109,597 56,979 Cash and cash equivalents and restricted cash and restricted cash equivalents at end of period $ 124,211 $ 100,753 Reconciliation of cash and cash equivalents and restricted cash and cash equivalents: Cash and cash equivalents $ 99,270 $ 76,114 Current restricted cash and cash equivalents 23,707 23,858 Other restricted cash and cash equivalents 1,234 781 Cash and cash equivalents and restricted cash and cash equivalents at end of period $ 124,211 $ 100,753 Appendix

Nasdaq: FVE fivestarseniorliving.com ir@5ssl.com

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Cover Page	Aug. 04, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 04, 2021
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