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, Mass.–(BUSINESS WIRE)–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		%

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(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 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

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(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):

		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

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(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):

		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	%

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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’s second quarter ended June 30, 2021 financial results conference call are strictly prohibited without the prior written consent of FVE. FVE’s website is not incorporated as part of this press release.

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 Solutions™, 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.

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	)

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

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(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.

Contacts

Olivia Snyder, Manager, Investor Relations

(617) 796-8245

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