The following discussion should be read in conjunction with the condensed
consolidated financial statements and related notes included elsewhere in this
Quarterly Report on Form 10-Q, or Quarterly Report, and with our Annual Report
on Form 10-K for the year ended December 31, 2021, or Annual Report.

Summary of Senior Living Communities and Outpatient Rehabilitation Locations



Presented below is a summary of the units owned and managed by us as of
September 30, 2022:

                           Total
                          Units (1)
Independent living         10,422
Assisted living            7,734
Memory care                1,817
Total                      19,973

_______________________________________

(1) The units operated as of September 30, 2022 include 2,084 in Five Star senior living communities that we own and 17,889 in Five Star senior living communities that we manage for Diversified Health Care Trust, or DHC.



Presented below is a summary of the communities, units, average occupancy,
quarter end occupancy, revenues and residential management fees for the Five
Star senior living communities we manage for DHC, as of and for the three and
nine months ended September 30, 2022 (dollars in thousands):


                                                                               As of and for the Three Months Ended September 30, 2022
                                                                                                                                          Community
                                       Communities             Units            Average Occupancy          Quarter End Occupancy         Revenues (1)          Management Fees
Independent and assisted                                                                                                                                     $          9,477
living communities                         120                 17,889                 75.3%                        77.0%                $   171,684



                                                                               As of and for the Nine Months Ended September 30, 2022
                                                                                                                                          Community
                                       Communities             Units            Average Occupancy          Quarter End Occupancy         Revenues (1)          Management Fees
Independent and assisted                                                                                                                                     $         27,380
living communities                         120                 17,889                 74.5%                        77.0%                $   499,415

_______________________________________


(1)  Managed senior living communities' revenues do not represent our revenues
and are included to provide supplemental information regarding the operating
results of the Five Star senior living communities from which we earn
residential management fees.

Presented below is a summary of our Ageility outpatient rehabilitation locations
we operated as of and for the three and nine months ended September 30, 2022
(dollars in thousands):

                                                                                         As of and for the
                                                                               Three Months Ended September 30, 2022
                                                        Number of         

Total Revenue Caseload as a % of


                                                        Locations             (1)(2)               occupancy (3)              EBITDA Margin
Outpatient Locations in DHC Owned Communities
Managed by Five Star                                        94             $    7,789                         25.9  %             (0.2)%
Outpatient Locations at AlerisLife Inc. Owned                                                                                      4.6%
Communities                                                 15                    868                         29.9  %
Outpatient Locations at Other Communities (4)               94                  4,124                         21.7  %             (8.3)%
Total Outpatient Locations                                 203             $   12,781                         24.3  %             (2.5)%

_______________________________________


(1)  Excludes revenue of $1,590 earned during the three months ended September
30, 2022 for ten Ageility inpatient rehabilitation clinics (inclusive of two
inpatient rehabilitation clinics that were closed during the three months ended
September 30, 2022).
(2)  Total Ageility revenue includes fitness revenue. Total Ageility revenue
excludes home health care services, which is part of the lifestyle services
segment.
(3)  Represents the average number of Ageility customers divided by average
total occupancy at each of the senior living communities where we operate
Ageility outpatient rehabilitation locations. Occupancy is defined as the
average total number of residents residing at the senior living communities.
(4)  Other communities include outpatient rehabilitation locations at senior
living communities not owned or managed by us.
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                                                                                        As of and for the
                                                                               Nine Months Ended September 30, 2022
                                                       Number of         

Total Revenue Caseload as a % of


                                                       Locations             (1)(2)               occupancy (3)              EBITDA Margin
Outpatient Locations in DHC Owned Communities
Managed by Five Star                                       94             $   22,927                         25.6  %              0.9%
Outpatient Locations at AlerisLife Inc. Owned                                                                                     1.8%
Communities                                                15                  2,412                         28.3  %
Outpatient Locations at Other Communities (4)              94                 12,180                         22.1  %             (3.4)%
Total Outpatient Locations                                203             $   37,519                         24.2  %             (0.4)%

_______________________________________


(1)  Excludes revenue of $5,242 earned during the nine months ended September
30, 2022 for ten Ageility inpatient rehabilitation clinics (inclusive of two
inpatient rehabilitation clinics that were closed during the nine months ended
September 30, 2022).
(2)  Total Ageility revenue includes fitness revenue. Total Ageility revenue
excludes home health care services, which is part of the lifestyle services
segment.
(3)  Represents the average number of Ageility customers divided by average
total occupancy at each of the senior living communities where we operate
Ageility outpatient rehabilitation locations. Occupancy is defined as the
average total number of residents residing at the senior living communities.
(4)  Other communities include outpatient rehabilitation locations at senior
living communities not owned or managed by us.

We currently expect to continue to diversify revenue through growth of our
lifestyle service offerings, including opening new outpatient rehabilitation
locations and expanding our fitness and other home-based service offerings
within and outside of Five Star senior living communities. With respect to
outpatient rehabilitation locations, since January 1, 2021 we have opened 13 net
new Ageility outpatient rehabilitation locations, 15 of which were opened in
2021 (exclusive of the closure of 17 Ageility outpatient rehabilitation
locations in December 2021 in Five Star senior living communities that were
transitioned to new operators or closed).

Operational Review



During the quarter ended June 30, 2022, we engaged the healthcare consulting arm
of Alvarez & Marsal, or A&M, to provide a comprehensive operational review of
our business and make recommendations to our Board of Directors. The
recommendations made by A&M included general and administrative cost reductions,
a corporate reorganization that is designed to enhance accountability and
certain operational changes to support team members to ensure the delivery of
high-quality experiences to residents and customers and to increase occupancy at
our senior living communities, as further described below:

•Reduce costs annually by a target of approximately $2.0 million, net of investments to be made of approximately $3.3 million as described below, by:

•Streamlining redundant business processes and reducing investments in non-core functions,

•rationalizing information technology systems to those that directly support core business functions, ensuring their optimal utilization,

•continually assessing general and administrative expenses to identify cost savings opportunities.



•Invest approximately $3.3 million to refocus on our core business and invest
strategically in projects, processes and systems that will enhance our ability
to successfully operate our residential and lifestyle services businesses,
including:

•Enhancing the executive leadership team with a Chief Operating Officer to oversee field and national operations and a Chief Financial Officer,

•investing in a scalable and agile national operations infrastructure to drive operational excellence and results, and

•establishing a centralized sales function with reinstituted regional sales support to focus on both sales and marketing efforts.



Based on A&M's operational review, on August 3, 2022, we announced a
restructuring plan which includes the elimination of certain positions in our
corporate team. We expect to complete this restructuring by the middle of 2023.
As of the date of this Form 10-Q, we made the following progress with respect to
the restructuring plan:

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•Aligned several functions, including sales, marketing, clinical and resident
programming, under the national operations support function;

•Deployed sales support functions to directly support community level sales directors to focus on improved tour to move-in conversion rate;



•Appointed a Chief Financial Officer, effective September 19, 2022, and a Chief
Operating Officer, effective October 17, 2022. In addition, we continue to
invest in the sales and marketing function, including hiring a Vice President of
Marketing, effective October 3, 2022, and five sales directors; and

•Implemented approximately $2.6 million of labor and non-labor annual cost savings, net of approximately $1.8 million in labor investments.

In addition to the restructuring plan, management achieved further cost savings of $4.9 million from the elimination of certain unfilled positions.



In connection with implementing our restructuring plan, we expect to incur
non-recurring cash expenses of up to $3.0 million. These expenses are expected
to include up to $0.4 million of retention payments, up to $2.0 million of
severance, benefits and transition expenses and up to $0.6 million of other
restructuring expenses. For the three and nine months ended September 30, 2022,
we recognized $1.6 million of expenses related to the restructuring plan,
including $0.1 million of retention payments, $1.4 million of severance,
benefits and transition expenses, and $0.1 million of other restructuring
expenses, which was recorded in restructuring expenses in our condensed
consolidated statements of operations. Additionally, we recognized costs of $0.6
million and $1.3 million, respectively, related to the implementation of the A&M
operational review for the three and nine months ended September 30, 2022, which
are recorded in general and administrative expenses in our condensed
consolidated statements of operations.

General Industry Trends



We believe that, in the United States, the current primary market for services
to older adults is focused on individuals age 75 and older. As a result of
medical advances, adults are living longer and expanding their options as to
where they choose to reside as they age. The aging of the Baby Boomers and their
increasing life expectancy are leading to a fundamental demographic shift. The
U.S. age profile reflects a 27.2% rise in the 75+ demographic in the last ten
years. This is expected to rise even more significantly by 2030 (as evidenced by
the aging boomers in the 65-74 age category)(1).

Due to these demographic trends, service providers are evolving to serve the
growing number of older adults and we expect the demand for these services to
increase in future years regardless of where the older adults may reside. As we
continuously evaluate market opportunities related to older adults, we are
cognizant of the demographic trends and projections that indicate that the age
65 and older demographic will represent the largest growth population in the
United States over the next decade and beyond. We believe that increased
longevity, coupled with evolving consumer preferences, will heighten demand for
physical and recreational activities, as well as lifestyle-enhancing services,
as older adults seek quality of life, ongoing engagement and sustained
independence.

The senior living industry has been materially adversely impacted by the novel
coronavirus SARS-CoV-2, or COVID-19, pandemic, or the Pandemic, and its economic
impact, including the changes in market and older adults' practices during and
in response to the Pandemic. While the senior living industry conditions have
improved from a low point during the Pandemic, they remain below pre-Pandemic
levels. In addition, U.S. economic conditions are currently experiencing
significant challenges, including inflation, increasing interest rates,
geopolitical risks, labor availability and supply chain issues, that many
economic forecasters expect will result in an economic recession.

Occupancy. As a result of the Pandemic and changed market practices in response
to, arising from or accelerated during, the Pandemic, we have experienced
overall declines in average occupancy at our owned and leased senior living
communities. However, we have experienced increases in our owned community
average occupancy from 69.9% for the three months ended September 30, 2021 to
76.0% for the three months ended September 30, 2022. Consistent with our owned
and leased portfolio, the senior living communities we manage for DHC also have
experienced increases in average occupancy from 72.2% for the three months ended
September 30, 2021 to 75.3% for the three months ended September 30, 2022.

1) Source: Bureau of labor statistics, 2021.


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In order to drive occupancy growth, we recently have launched several
initiatives, including i) adding regional staffing positions focused on revenue
growth through sales, marketing and rate management, ii) launching a sales
training and sales best practices program that we successfully piloted earlier
in 2022, and iii) launching a sales incentive program that provides the
leadership teams at our senior living communities an opportunity to share in the
revenue growth at their communities, with the intent of increasing occupancy at
each senior living community.

Despite these initiatives, there is a possibility of occupancy declines in the
near term, due to possible surges of COVID variant viruses, or other public
health issues that may emerge, current residents leaving our senior living
communities, restrictions on new residents moving into and/or touring our senior
living communities, older adults continuing the trend of aging at home and the
possibility that older adults forego or delay moving into senior living
communities because of perceived safety issues associated with the Pandemic or
other public health safety concerns. Our revenues are largely dependent on
occupancy at our senior living communities and any decline in occupancy
adversely impacts these revenues, unless we are able to offset those lost
revenues with increased rates we charge our residents and clients or other
sources of increased revenues.

Expenses. Our labor costs have been negatively impacted as a result of increased
labor costs for community based team members due to competitive market
conditions and high levels of inflation. While health insurance costs have
decreased as a result of the reduction in the number of team members, there is a
possibility that these costs will rise again in the future as a result of claims
made related to possible surges of COVID variant viruses or other public health
issues that may emerge. The Pandemic and other current economic and market
challenges have disrupted the global supply chain, including many of our medical
and technological suppliers, due to factory closures and reduced manufacturing
output. We believe that our current supplies and supplies we currently have on
order should be sufficient to support our needs for the reasonably foreseeable
future. We have undertaken efforts to mitigate potential future impacts on the
supply chain by increasing our stock of critical materials to meet our expected
increased needs for the reasonably foreseeable future and by identifying and
engaging alternative suppliers.

Both labor costs and the costs of supplies and materials, in particular food and
gasoline costs, have risen over the past year due to either the Russia-Ukraine
war or from inflation. While inflation rates have eased slightly from their
highest levels in June 2022, they are still running significantly higher than
historical averages. We expect these increased costs to continue to impact our
results of operations for the foreseeable future.

We incur these costs for our owned senior living communities, rehabilitation
services locations and corporate and regional operations. Although DHC is
responsible for these costs at the senior living communities we manage for DHC,
increases in these costs would reduce earnings before interest, taxes,
depreciation and amortization, or EBITDA, realized at these communities and,
hence, negatively impact our ability to earn, and the amount of, any incentive
fees, as well as possibly impact other aspects of our management arrangements.

Results of Operations. We have experienced negative impacts on our operating
results and on the operating results for those senior living communities we
manage for DHC as a result of the Pandemic as well as economic, market and
industry conditions since the onset of the Pandemic. Although, as noted above,
conditions have improved from the lows experienced during the Pandemic, the
senior living industry continues to be below pre-Pandemic levels. Although we
believe that our business and operating results will improve as the Pandemic
further wanes, we expect that it may take an extended period for our business to
return to pre-Pandemic levels, if at all, and our business remains subject to
decline if Pandemic conditions worsen or for other reasons including the
challenging current and forecasted economic and market conditions which may
result in an economic recession. Going forward, the amounts and type of revenue,
expense and cash flow impacts resulting from the Pandemic will be dependent on a
number of factors, including: the speed, depth, geographic reach and duration of
the spread of new variants or surges of the disease or other public safety
developments; the effectiveness of therapeutic treatments; the impact of the
current and forecasted economic and market conditions, including the depth and
length of any economic recession; consumer confidence and the demand for our
senior living communities and services.

An increase in labor costs due to worker shortages as well as a general increase
in costs due to rising inflation have resulted in negative impacts on our
operating results and on the operating results for those senior living
communities we manage for DHC. We also expect that other direct and indirect
impacts of the Pandemic or other public health issues that may arise, potential
economic recession, lower levels of consumer confidence, stock market
volatility, inflation, rising interest rates and/or changes in demographics
could adversely affect the ability of older adults and their families to afford
our services.
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Senior Living Development. In the years prior to the Pandemic, increased access
to capital and low-interest rates encouraged increased senior living
development, particularly in areas where existing senior living communities have
historically experienced high occupancy. This has resulted in a significant
increase in new senior living community inventory entering the market in recent
years, increasing competitive pressures on us, particularly in certain of our
geographic markets. Although new development had been slowing prior to the onset
of the Pandemic, and the impact of the Pandemic and current and forecasted
economic and market conditions have further impacted new development, we expect
that the new inventory that entered the market will continue to have a
competitive effect on our business for at least the next few years; these
challenges may be intensified if older adults' demand for senior living
communities declines or fails to sufficiently grow its impact on the senior
living community industry.

Labor Market. We have increased the rates paid to community based team members
in order to be competitive with the increasing rates in the market for these
front line team members. We also have increased staffing needs at the senior
living communities we operate, for which we continue to use temporary staffing
through our arrangements with staffing agencies to accommodate staffing
shortages due to a tight labor market. The market for skilled front line workers
within and outside of the senior living industry continues to be very
competitive, and the current demand for those workers remains strong. As of
September 30, 2022, there are approximately 10.1 million(1) jobs available in
the United States, with only approximately 5.8 million(1) available workers. Our
current rate of open positions is approximately 15.0%, a rate which will
continue to result in increased expenses from temporary staffing, and increased
rates and overtime paid to our community based team members, and may restrict
our ability to fully operate our senior living communities.

Management Arrangements with DHC



As part of the repositioning of our residential management business in 2021, we
and DHC amended our management arrangements. For more information on the
amendments to our management arrangements with DHC, see Note 11 to our condensed
consolidated financial statements included in Part I, Item 1 of this Quarterly
Report or "Properties--Our Leases and Management Agreements with DHC" in Part I,
Item 2 and Notes 1 and 10 included in Part IV, Item 15 of our Annual Report.


Debt Financing

On January 27, 2022, we entered into a $95.0 million senior secured term loan,
or the Loan, $63.0 million of which was funded upon effectiveness of a credit
and security agreement, or the Credit Agreement, that we entered into with
MidCap Funding VIII Trust, or MidCap, including approximately $3.2 million in
closing costs. Upon entering into the Loan, we terminated our $65.0 million
secured revolving facility, or our Credit Facility, that we had with a syndicate
of lenders and was available for us to use for general business purposes. At
September 30, 2022, we had one mortgage note outstanding totaling $6.7 million.
For more information about the Loan, our previous Credit Facility and our
mortgage note, see Note 10 to our condensed consolidated financial statements
included in Part I, Item 1 of this Quarterly Report.

Our Revenues



Our revenues are derived from the services we provide to residents at our senior
living communities and to older adults through our lifestyle services, and these
revenues are our primary source of cash to fund our operating expenses,
including capital expenditures at the senior living communities we own and
principal and interest payments on our debt.

Medicare and Medicaid programs provide operating revenues for lifestyle services
and certain of our former skilled nursing facility, or SNF, units. We derived
approximately 5.6% and 4.3% of our consolidated revenues from these
government-funded programs during the nine months ended September 30, 2022 and
2021, respectively. Revenues from Medicare programs totaled $28.6 million and
$31.4 million during the nine months ended September 30, 2022 and 2021,
respectively. Revenues from Medicaid programs totaled $0.8 million and $0.9
million during the nine months ended September 30, 2022 and 2021, respectively.
The concentration of revenues derived from Medicare and Medicaid is principally
earned in connection with our lifestyle services.

In connection with the repositioning of our residential management business, we
transitioned 107 senior living communities that we managed for DHC with
approximately 7,400 living units to new operators, of which 69 senior living
communities with approximately 4,800 living units were transitioned during the
three months ended September 30, 2021, and closed one senior living community
with approximately 100 living units. In addition, we and DHC closed all 1,532
SNF living units in 27 managed continuing care retirement communities, or CCRCs
that we continue to manage for DHC as independent or assisted living
communities, of which 1,473 and 59 living units were closed during the second
and third quarters of 2021, respectively.

1) Source: Bureau of labor statistics, 2021.


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For the three and nine months ended September 30, 2021, we recognized $2.7
million and $12.3 million of residential management fees related to these senior
living communities and living units, respectively. Through September 30, 2022,
we also closed 29 of the 37 Ageility inpatient rehabilitation clinics. For the
three and nine months ended September 30, 2021, we recognized $1.5 million and
$9.6 million of revenue related to all 37 inpatient rehabilitation clinics,
respectively. For the three and nine months ended September 30, 2022, we
recognized $1.6 million and $5.2 million of revenue related to the ten inpatient
rehabilitation clinics we continue to operate (inclusive of revenue earned from
two inpatient rehabilitation clinics that were closed during the three months
ended September 30, 2022).

Effective September 30, 2021, we terminated our lease for four communities with
approximately 200 living units, which had residential revenues of $1.5 million
and $4.9 million for the three and nine months ended September 30, 2021,
respectively. For more information regarding the termination of these leases,
see Note 12 to our condensed consolidated financial statements in Part I, Item I
of this Quarterly Report.

Federal and state governments have taken a number of actions to respond to the
Pandemic. Certain of these actions may increase our operational costs or reduce
our revenue, while others are designed to alleviate the adverse operational and
financial consequences related to the Pandemic on operators of long-term care
and senior living communities like us.

For further information regarding federal actions in response to the Pandemic,
government healthcare funding and regulation and their possible impact on us and
our business, revenues and operations, see the sections captioned
"Business-Government Regulation and Reimbursement" in Part I, Item I of our
Annual Report.

Results of Operations



We operate in two reportable segments: (1) residential and (2) lifestyle
services. In the residential segment, we manage for others and operate,
respectively, primarily independent living communities and assisted living
communities that are subject to centralized oversight and provide housing and
services to older adults. Included in the results of the assisted living
communities are memory care living units. In the lifestyle services segment, we
provide a comprehensive suite of rehabilitation and wellness services, including
physical, occupational, speech and other specialized therapy services, in
inpatient clinics and outpatient locations as well as home health and fitness
services.

For the three and nine months ended September 30, 2021, we recognized $2.7
million and $12.3 million, respectively, of residential management fees related
to the senior living communities and living units that we previously managed for
DHC, that have been transitioned to other operators or were closed pursuant to
the repositioning of our residential management business. We recognized
lifestyle services revenue of $1.6 million and $1.5 million for the three months
ended September 30, 2022 and 2021, respectively, and $5.2 million and $9.6
million for the nine months ended September 30, 2022 and 2021, respectively,
related to the inpatient rehabilitation clinics. The decrease from the nine
months ended September 30, 2022 as compared to the nine months ended September
30, 2021 was due to the closure of 27 inpatient clinics in the prior year. The
information in the Key Statistical Data table below includes those senior living
communities, living units and rehabilitation clinics in the results reported.

All of our operations and assets are located in the United States, except for
the operations of our Cayman Islands organized captive insurance company
subsidiary, which participates in our workers' compensation, professional and
general liability and certain automobile insurance programs.

Key Statistical Data For the Three Months Ended September 30, 2022 and 2021:

The following tables present a summary of our operations for the three months ended September 30, 2022 and 2021 (dollars and visits in thousands, except RevPAR and RevPOR):


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                                                                    Three Months Ended September 30,                     Increase/(Decrease)
                                                                         2022                2021(1)                 Amount                  Percent
REVENUES
Lifestyle services                                                $       14,546           $  15,382          $             (836)                (5.4) %
Residential                                                               17,514              16,320                       1,194                  7.3  %
Residential management fees                                                9,477              11,220                      (1,743)               (15.5) %
Total management and operating revenues                                   41,537              42,922                      (1,385)                (3.2) %
Reimbursed community-level costs incurred on behalf of
managed communities                                                      137,768             177,231                     (39,463)               (22.3) %
Other reimbursed expenses                                                  3,354               5,678                      (2,324)               (40.9) %
Total revenues                                                           182,659             225,831                     (43,172)               (19.1) %

Other operating income                                                         2                   -                           2                     n/m

OPERATING EXPENSES
Lifestyle services expenses                                               14,562              13,536                       1,026                  7.6  %
Residential wages and benefits                                            10,156               8,547                       1,609                 18.8 

%


Other residential operating expenses                                       5,804               7,184                      (1,380)               (19.2) %
Community-level costs incurred on behalf of managed
communities                                                              137,768             177,231                     (39,463)               (22.3) %
General and administrative                                                17,015              21,817                      (4,802)               (22.0) %
Restructuring expenses                                                     1,570               1,220                         350                 28.7  %
Depreciation and amortization                                              3,088               2,983                         105                  3.5  %
Total operating expenses                                                 189,963             232,518                     (42,555)               (18.3) %

Operating loss                                                            (7,302)             (6,687)                       (615)                 9.2  %

Interest, dividend and other income                                          225                  84                         141                     n/m
Interest and other expense                                                (1,474)               (507)                       (967)                    n/m
Unrealized (loss) gain on equity investments                              (1,997)                 22                      (2,019)                    

n/m


Realized gain on sale of debt and equity investments                       1,573                   -                       1,573                     

n/m


Gain (loss) on termination of leases                                         498              (3,277)                      3,775                     n/m
Loss before income taxes                                                  (8,477)            (10,365)                      1,888                (18.2) %
(Provision) benefit for income taxes                                         (31)                164                        (195)                    n/m
Net loss                                                          $       (8,508)          $ (10,201)         $            1,693                (16.6) %

Owned and leased communities:
Number of communities (end of period)                                         20                  20                           -                    -  %
Number of living units (end of period) (2)                                 2,084               2,099                         (15)                (0.7) %
Quarter end occupancy at September 30,                                      78.4   %            72.9  %                     550 bps               7.5  %
Average occupancy                                                           76.0   %            69.9  %                     610 bps               8.7  %
RevPAR (3)                                                        $        2,801           $   2,411          $              390                 16.2  %
RevPOR (4)                                                        $        3,604           $   3,375          $              229                  6.8  %

Managed communities:
Number of communities (end of period)                                        120                 159                         (39)               (24.5) %
Number of living units (end of period) (2)                                17,889              20,669                      (2,780)               (13.5) %
Quarter end occupancy at September 30,                                      77.0   %            73.8  %                     320 bps               4.3  %
Average occupancy                                                           75.3   %            72.2  %                     310 bps               4.3  %
RevPAR (3)                                                        $        3,200           $   3,046          $              154                  5.1  %
RevPOR (4)                                                        $        4,158           $   4,129          $               29                  0.7  %

Lifestyle services:
Caseload as a % of Occupancy (5)                                            24.3   %            24.7  %                    (40) bps               1.6  %
Number of visits at outpatient locations                                     156                 147                           9                  6.1  %
Number of inpatient clinics (end of period)                                    8                  10                          (2)               (20.0) %
Number of outpatient locations (end of period)                               203                 223                         (20)                (9.0) %
Total clinics and locations                                                  211                 233                         (22)                (9.4) %

_______________________________________


n/m - not meaningful
(1)  The following were included in the summary of operations for the three
months ended September 30, 2021 that were not included for the three months
ended September 30, 2022: (i) 107 senior living communities we managed for DHC
with approximately 7,400 living units that were transitioned to new operators
during the third and fourth quarters of 2021 (of which 69 senior living
communities with approximately 4,800 living units were transitioned to new
operators during the three months ended September 30, 2021), and one senior
living community with approximately 100 living units that we
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managed for DHC that was closed in February 2022, (ii) 59 SNF living units that
were closed in one CCRC during the three months ended September 30, 2021, (iii)
17 Ageility outpatient rehabilitation locations that were closed during the
fourth quarter of 2021 in senior living communities that were transitioned to a
new operator or closed and (iv) four leased communities with approximately 200
living units where the leases were terminated on September 30, 2021.
(2)  Includes only living units categorized as in service. As a result, the
number of living units may change from period to period for reasons other than
the acquisition or disposition of senior living communities.
(3)  RevPAR is defined by us as resident fee revenues for the corresponding
portfolio for the period divided by the average number of available units for
the corresponding portfolio for the period, divided by the number of months in
the period. Data for the three months ended September 30, 2022 and 2021 exclude
income received by senior living communities under the Provider Relief Fund of
the Coronavirus Aid, Relief, and Economic Security Act, or CARES Act, and other
governmental grants.
(4)  RevPOR is defined by us as resident fee revenues for the corresponding
portfolio for the period divided by the average number of occupied units for the
corresponding portfolio for the period, divided by the number of months in the
period. Data for the three months ended September 30, 2022 and 2021 exclude
income received by senior living communities under the Provider Relief Fund of
the CARES Act and other governmental grants.
(5)  Represents the average number of Ageility customers divided by average
total occupancy at each of the senior living communities where we operate
Ageility outpatient rehabilitation locations. Occupancy is defined as the
average total number of residents residing at the senior living communities.

Comparable Communities and Outpatient Locations



Comparable senior living communities and outpatient rehabilitation locations
(senior living communities and outpatient rehabilitation locations that we have
continually operated or managed since July 1, 2021, excluding inpatient
rehabilitation clinics) results for the three months ended September 30, 2022,
compared to the three months ended September 30, 2021, are listed below (dollars
in thousands, except RevPOR and RevPAR):

                                                               Three Months Ended September
                                                                            30,                                     Increase/(Decrease)
                                                                 2022(1)            2021(1)                     Amount                       Percent
REVENUES
Lifestyle services                                            $  12,183           $ 12,823          $            (640)                           (5.0) %
Residential                                                      17,519             14,829                      2,690                            18.1  %
Residential management fees                                       9,478              8,510                        968                            11.4  %
Other operating income                                                2                  -                          2                                n/m

OPERATING EXPENSES
Lifestyle services expenses                                      12,211             11,479                        732                             6.4  %
Residential wages and benefits                                   10,149              7,760                      2,389                            30.8  %
Other residential operating expenses                              5,939              5,763                        176                             3.1  %

Owned communities:
Number of communities (end of period)                                20                 20                          -                               -  %
Number of living units (end of period) (2)                        2,084              2,099                        (15)                           (0.7) %
Quarter end occupancy at September 30,                             78.4   %           72.9  %                               550 bps               7.5  %
Average occupancy                                                  76.0   %           70.4  %                               560 bps               8.0  %
RevPAR (3)                                                    $   2,801           $  2,354          $             447                            19.0  %
RevPOR (4)                                                    $   3,604           $  3,270          $             334                            10.2  %

Managed communities:
Number of communities (end of period)                               120                120                          -                               -  %
Number of living units (end of period) (2)                       17,889             17,899                        (10)                           (0.1) %
Quarter end occupancy at September 30,                             77.0   %           74.6  %                               240 bps               3.2  %
Average occupancy                                                  75.3   %           73.4  %                               190 bps               2.6  %
RevPAR (3)                                                    $   3,200           $  2,941          $             259                             8.8  %
RevPOR (4)                                                    $   4,158           $  3,922          $             236                             6.0  %

Lifestyle services:
Caseload as a % of occupancy (5)                                   24.6   %           24.6  %                       -                               -  %
Number of visits at outpatient locations                            146                135                         11                             8.1  %

Number of outpatient locations (end of period)                      185                185                          -                               -  %


_______________________________________

n/m - not meaningful


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(1)  The three months ended September 30, 2022 and 2021 include data for 20
owned senior living communities, 120 managed senior living communities and 185
outpatient rehabilitation locations that we have continuously owned or managed
since July 1, 2021. The summary of operations for comparable communities and
locations excludes (i) 59 SNF living units that were closed in one CCRC and (ii)
eight Ageility inpatient rehabilitation clinics.
(2)  Includes only living units categorized as in service. As a result, the
number of living units may change from period to period for reasons other than
the acquisition or disposition of senior living communities.
(3)  RevPAR is defined by us as resident fee revenues for the corresponding
portfolio for the period divided by the average number of available units for
the corresponding portfolio for the period, divided by the number of months in
the period. Data for the three months ended September 30, 2022 and 2021 exclude
income received by senior living communities under the Provider Relief Fund of
the CARES Act and other governmental grants.
(4)  RevPOR is defined by us as resident fee revenues for the corresponding
portfolio for the period divided by the average number of occupied units for the
corresponding portfolio for the period, divided by the number of months in the
period. Data for the three months ended September 30, 2022 and 2021 exclude
income received by senior living communities under the Provider Relief Fund of
the CARES Act and other governmental grants.
(5)  Represents the average number of Ageility customers divided by average
total occupancy at each of the senior living communities where we operate
Ageility outpatient rehabilitation locations. Occupancy is defined as the
average total number of residents residing at the senior living communities.

The following is a discussion of our operating results for the three months ended September 30, 2022 compared to the three months ended September 30, 2021.



Lifestyle services revenues. The decrease in lifestyle services revenues is
primarily due to a decrease in outpatient rehabilitation location revenues of
$0.8 million, primarily resulting from the $0.4 million impact of the closure of
17 outpatient rehabilitation locations in December 2021 in senior living
communities that were transitioned to new operators or closed, as well as the
$0.5 million impact of a Medicare fee schedule rate cut in 2022, partially
offset by an increase in outpatient clinic visits. The decrease in lifestyle
services revenues at our comparable locations is primarily due to the
$0.5 million impact of a Medicare fee schedule rate cut in 2022 for the three
months ended September 30, 2022.

Residential revenues. The increase in residential revenues is primarily due to
an increase in average occupancy from 69.9% for the three months ended September
30, 2021 to 76.0% for the three months ended September 30, 2022 at our owned and
leased senior living communities, as well as a slight increase in average rates.
This increase was partially offset by the termination of a lease for four
communities on September 30, 2021. The discontinuation of these four communities
resulted in a decrease in revenues of $1.5 million. The increase in residential
revenues at our comparable communities is primarily due to the increase in
average occupancy from 70.4% for the three months ended September 30, 2021 to
76.0% for the three months ended September 30, 2022 as well as a slight increase
in average rates.

Residential management fees. The decrease in residential management fees is due
to declines in gross revenues at the senior living communities we manage,
primarily caused by the transitioning of approximately 7,400 living units to new
operators in 2021, of which approximately 4,800 living units transitioned during
the three months ended September 30, 2021, and the closure of approximately 100
living units subsequent to September 30, 2021, resulting in a decrease in
residential management fees of $2.7 million. These declines in gross revenues as
a result of the repositioning of the residential management business have been
partially offset with the improvement in average occupancy from 72.2% for the
three months ended September 30, 2021 to 75.3% for the three months ended
September 30, 2022, as well as a slight increase in residential construction
management fees we earn on construction projects we manage. The increase in
residential management fees at our comparable senior living communities was
primarily due to the improvement in gross revenues at the senior living
communities we manage related to the increase in average occupancy from 73.4%
for the three months ended September 30, 2021 to 75.3% for the three months
ended September 30, 2022, as well as due to an increase in residential
construction management fees we earn on construction projects we manage.

Reimbursed community-level costs incurred on behalf of managed communities. The decrease in reimbursed community-level costs incurred on behalf of managed communities was primarily due to the transitioning of the management of approximately 7,400 living units to new operators in 2021, of which approximately 4,800 living units transitioned during the three months ended September 30, 2021, and the closure of approximately 100 living units in February 2022.



Other reimbursed expenses. Other reimbursed expenses represent reimbursements
that arise from certain centralized services we provide pursuant to our
management agreements with DHC. The decrease in other reimbursed expenses was
primarily due to a decrease in the expenses that are reimbursable as a result of
the reduced corporate headcount of approximately 20% in connection with the
repositioning of our residential management business, as well as a decrease in
reimbursements of $0.8 million related to restructuring expenses in the three
months ended September 30, 2021.

Other operating income. Other operating income represents funds received and recognized under the Provider Relief Fund of the CARES Act General Fund Distribution and other government grants.



Lifestyle services expenses. The increase in lifestyle services expenses is
primarily due to the full quarter impact of the new outpatient rehabilitation
locations opened during or subsequent to the third quarter of 2021, an increase
in outpatient rehabilitation location visits during the three months ended
September 30, 2022 when compared to the same quarter in the prior year and
higher labor costs due to rising wages and market conditions. Those increases
were partially offset by $0.4 million of
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expenses that had been incurred during the three months ended September 30, 2021
related to 17 outpatient rehabilitation locations that were subsequently closed
in December 2021 in senior living communities that were transitioned to new
operators or closed. The increase in lifestyle services expenses at our
comparable locations was due primarily to the increase in outpatient
rehabilitation location visits during the three months ended September 30, 2022
when compared to the same quarter in the prior year as well as higher labor
costs.

Residential wages and benefits. The increase in residential wages and benefits
is primarily due to increased medical insurance and workers compensation costs
of $0.9 million as a result of an increase in the number of claims received
compared to the third quarter of 2021 as well as an increase in labor costs due
to rising wages and market conditions. These increases were partially offset by
the termination of a lease for four communities on September 30, 2021, which
resulted in a decrease in residential wages and benefits of $0.8 million. The
increase in residential wages and benefits at our comparable communities is
primarily due to increased costs for medical insurance and workers compensation
of $1.0 million as well as higher labor costs.

Other residential operating expenses. Other residential operating expenses are
comprised of utilities, housekeeping, dietary, repairs and maintenance,
insurance and other community-level costs. The decrease in other residential
operating expenses is primarily due to the termination of a lease for four
communities on September 30, 2021, which resulted in a decrease in other
residential operating expenses of $1.3 million, as well as slightly decreased
costs associated with our self-insurance obligations. The increase in other
residential operating expenses at our comparable communities is primarily due to
increases in costs related to marketing, utilities, disposable food supplies and
other costs that have been impacted by rising inflation and supply chain issues,
partially offset by reductions in building maintenance and medical supplies.

General and administrative. The decrease in general and administrative expenses
was primarily attributable to lower corporate wages and benefits due to reduced
corporate headcount of approximately 20% primarily in connection with the
repositioning of the residential management business and lower fees for services
performed by RMR due to a decrease in revenues for which those fees are
determined, partially offset by $0.6 million of costs related to the operational
review performed by A&M for the three months ended September 30, 2022.

Restructuring expenses. The increase in restructuring expenses was primarily due
to severance, benefits, transition and retention costs incurred during the three
months ended September 30, 2022, related to the restructuring plan implemented
as a result of A&M's operational review.

Depreciation and amortization. The increase in depreciation and amortization is
primarily due to an increase in depreciation as a result of the investment of
capital in our owned senior living communities, partially offset by the
termination of a lease for four communities on September 30, 2021, which
resulted in a decrease in depreciation and amortization of $0.1 million.

Interest, dividend and other income. Interest, dividend and other income consists of interest earned primarily on our debt and equity investments.



Interest and other expense. Interest and other expense consists primarily of
interest expense on the Loan, amortization of deferred financing fees on the
Loan, and interest on our finance leases and mortgage note for the three months
ended September 30, 2022. Interest and other expense consists primarily of
amortization of deferred financing fees and commitment fees related to our
Credit Facility, and interest on our finance leases and mortgage note for the
three months ended September 30, 2021. The increase in interest and other
expense for the three months ended September 30, 2022 was due to interest
related to the Loan.

Unrealized (loss) gain on equity investments. Unrealized (loss) gain on equity
investments represents adjustments made to our investments in equity securities
to record amounts at fair value. The increase in unrealized loss in the three
months ended September 30, 2022 is due to market conditions.

Realized gain on sale of debt and equity investments. Realized gain on sale of debt and equity investments represents our realized gains and losses on investments.



Gain (loss) on termination of leases Gain on termination of lease for the three
months ended September 30, 2022 is due to the termination of our previous
headquarters lease. Loss on termination of leases for the three months ended
September 30, 2021 represents a $3.3 million loss on the lease termination of
four communities. These costs include a $3.1 million lease termination fee, the
write off of the remaining net assets at the communities including property and
equipment and the remaining right of use assets, less the remaining recorded
lease liability and the remaining obligation under the insurance deductible for
a fire that occurred at one of the four leased communities. For more information
about the lease terminations, see
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