Service Properties Trust Announces Second Quarter 2021 Results

Second Quarter Net Loss of $(0.55) Per Common Share

Second Quarter Normalized FFO of $0.16 Per Common Share

Second Quarter Adjusted EBITDAre of $118.6 million

Service Properties Trust (Nasdaq: SVC) today announced its financial results for the quarter ended June 30, 2021.

John Murray, President and Chief Executive Officer of SVC, made the following statement:

“The second quarter marked a period of solid recovery for SVC’s hotel portfolio. Despite the continued headwinds from the COVID-19 pandemic, and after the disruption of the past two quarters as a result of converting 200 hotels to Sonesta brands and management, we have seen steady monthly improvement in hotel performance. SVC’s hotel EBITDA turned positive in April and for the quarter, portfolio-wide occupancy was 61.4% in June and RevPAR for comparable hotels increased sequentially 35% from April to June. With strong leisure demand and business travel expected to improve, we expect to see occupancy and hotel EBITDA continue to further improve through the second half of this year.

Rent collections from our net lease retail tenants also improved to 98.0% for the second quarter, up from 93.1% in the first quarter and a low of 80.5% in April 2020. Our net lease tenants’ businesses have largely stabilized and our largest net lease tenant, TravelCenters of America, continues to benefit from healthy trucking activity.

With over $900 million of cash on our balance sheet, no debt maturities until the third quarter of 2022, and positive cash flow from our hotel portfolio before capital expenditures, we believe we have ample liquidity and financial flexibility as lodging trends continue to rebound.”

Results for the Quarter Ended June 30, 2021:

• Net loss: Net loss for the quarter ended June 30, 2021 was $91.1 million, or $0.55 per diluted common share, compared to a net loss of $37.3 million, or $0.23 per diluted common share, for the quarter ended June 30, 2020. Net loss for the quarter ended June 30, 2021 includes a $10.8 million, or $0.07 per diluted common share, gain on sale of real estate, $6.2 million, or $0.04 per diluted common share, of transaction related costs and $2.5 million, or $0.02 per diluted common share, of net unrealized gains on equity securities. Net loss for the quarter ended June 30, 2020 includes a $46.7 million, or $0.28 per diluted common share, gain on insurance settlement, net of tax, a $28.5 million, or $0.17 per diluted common share, loss on asset impairment, a $7.0 million, or $0.04 per diluted common share, loss on extinguishment of debt, $3.8 million, or $0.02 per diluted common share, of net unrealized gains on equity securities and a $2.9 million, or $0.02 per diluted common share, loss on sale of real estate. The weighted average number of diluted common shares outstanding was 164.5 million and 164.4 million for the quarters ended June 30, 2021 and 2020, respectively.
• Normalized FFO: Normalized FFO for the quarter ended June 30, 2021 were $25.8 million, or $0.16 per diluted common share, compared to Normalized FFO of $78.2 million, or $0.48 per diluted common share, for the quarter ended June 30, 2020.
• Adjusted EBITDAre: Adjusted EBITDAre for the quarter ended June 30, 2021 compared to the same period in 2020 decreased 22.1% to $118.6 million.

Hotel Portfolio:

As of June 30, 2021, all of SVC’s 304 hotels were operated by subsidiaries of Sonesta Holdco Corporation, or Sonesta (261 hotels), Hyatt Hotels Corporation, or Hyatt (17 hotels), Radisson Hospitality, Inc., or Radisson (nine hotels), Marriott International, Inc., or Marriott (16 hotels), and InterContinental Hotels Group, plc, or IHG (one hotel).

Recent operating statistics for SVC’s hotels are as follows:

For SVC’s 304 hotels, occupancy, ADR and RevPAR was 62.5%, $117.49 and $73.42, respectively, for the month of July 2021.

Hotel Agreements and Brand Conversions:

As previously announced, on June 7, 2021, SVC and Hyatt amended their previous management agreement for 22 hotels owned by SVC. Under the amended agreement, Hyatt will continue to manage 17 of the hotels for a 10-year term effective April 1, 2021. The amended agreement sets the annual minimum return due to SVC at $12.0 million, and Hyatt has provided SVC with a new $30.0 million limited guarantee for 75% of the aggregate annual minimum returns beginning in 2023. Under the amended agreement, a management fee of 5% of gross room revenues payable to Hyatt will be an operating cost paid senior to SVC’s minimum return. Hyatt may also earn a 20% incentive management fee after payment of SVC’s annual minimum return and reimbursement of certain advances, if any. SVC has also agreed to fund approximately $50.0 million of renovations that are expected to be completed by the end of 2022. SVC transitioned the branding and management of the remaining five hotels to Sonesta in June 2021. SVC entered management agreements with Sonesta to manage these five hotels on terms substantially consistent with SVC’s Sonesta management agreements for the hotels it transitioned the branding of and management to Sonesta in the fourth quarter of 2020 and first quarter of 2021.

During the quarter ended June 30, 2021, the limited guarantee provided by Radisson supporting SVC’s minimum returns was exhausted. SVC and Radisson are currently in discussions regarding possible changes to SVC’s existing management agreement with Radisson for nine hotels that may result in some or all of the hotels remaining Radisson managed. However, if such discussions do not result in a mutually acceptable agreement for Radisson to continue to manage some or all of these hotels, SVC expects to transition management of those hotels to Sonesta.

Net Lease Retail Portfolio:

During the quarter ended June 30, 2021, SVC collected 98.0% of rents from its net lease tenants. SVC recorded reserves for uncollectible revenues of $1.2 million for certain of its net lease tenants during the quarter ended June 30, 2021.

Recent Investment Activities:

During the quarter ended June 30, 2021, SVC sold six hotels with an aggregate of 576 rooms for an aggregate sales price of $32.0 million, excluding closing costs, and two net lease properties with an aggregate of 35,244 rentable square feet for an aggregate sales price of $1.7 million, excluding closing costs.

SVC is currently marketing for sale 69 Sonesta branded hotels (46 extended stay hotels with 5,404 keys, 19 select service hotels with 2,461 keys and four full service hotels with 1,098 keys) located in 27 states with an aggregate net carrying value of $627.3 million as of June 30, 2021. SVC expects these sales to be completed by the end of the first quarter of 2022.

SVC has also entered agreements to sell four net lease properties with an aggregate of 20,712 square feet in four states for an aggregate sales price of $2.2 million, excluding closing costs. SVC expects these sales to be completed by the end of the third quarter of 2021.

Capital expenditures made at certain of SVC’s properties for the quarter ended June 30, 2021 were $24.4 million.

Liquidity and Financing Activities:

As of June 30, 2021, SVC had $915.3 million of cash and cash equivalents.

On July 15, 2021, SVC announced a $0.01 per common share distribution to be paid to its shareholders of record as of July 26, 2021 and distributed on or about August 19, 2021.

Conference Call:

On August 6, 2021 at 10:00 a.m. Eastern Time, John Murray, Chief Executive Officer, Brian Donley, Chief Financial Officer, and Todd Hargreaves, Chief Investment Officer, will host a conference call to discuss SVC’s second quarter 2021 financial results. The conference call telephone number is (877) 329-3720. Participants calling from outside the United States and Canada should dial (412) 317-5434. 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 Friday, August 13, 2021. To access the replay, dial (412) 317-0088. The replay pass code is 10157603.

A live audio webcast of the conference call will also be available in a listen-only mode on SVC’s website, www.svcreit.com. Participants wanting to access the webcast should visit SVC’s website about five minutes before the call. The archived webcast will be available for replay on SVC’s website for about one week after the call. The transcription, recording and retransmission in any way of SVC’s second quarter conference call is strictly prohibited without the prior written consent of SVC.

Supplemental Data:

A copy of SVC’s Second Quarter 2021 Supplemental Operating and Financial Data is available for download at SVC’s website, www.svcreit.com. SVC’s website is not incorporated as part of this press release.

Service Properties Trust is a real estate investment trust, or REIT, which owns a diverse portfolio of hotels and net lease service and necessity-based retail properties across the United States and in Puerto Rico and Canada. SVC is managed by the majority owned operating subsidiary of The RMR Group Inc. (Nasdaq: RMR), or RMR Inc., an alternative asset management company that is headquartered in Newton, Massachusetts.

Non-GAAP Financial Measures and Certain Definitions:

SVC presents certain “non-GAAP financial measures” within the meaning of the applicable Securities and Exchange Commission, or SEC, rules, including funds from operations, or FFO, Normalized FFO, earnings before interest, taxes, depreciation and amortization, or EBITDA, Hotel EBITDA, EBITDA for real estate, or EBITDAre, and Adjusted EBITDAre. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of SVC’s operating performance or as measures of SVC’s liquidity. These measures should be considered in conjunction with net income (loss) as presented in SVC’s condensed consolidated statements of income (loss). SVC considers these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). SVC believes these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of SVC’s operating performance between periods and with other REITs and, in the case of Hotel EBITDA, reflecting only those income and expense items that are generated and incurred at the hotel level may help both investors and management to understand the operations of SVC’s hotels.

Please see the pages attached hereto for a more detailed statement of SVC’s operating results and financial condition and for an explanation of SVC’s calculation of FFO and Normalized FFO, EBITDA, Hotel EBITDA, EBITDAre and Adjusted EBITDAre and a reconciliation of those amounts to amounts determined in accordance with GAAP.

Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels. Occupancy is an important measure of the utilization rate and demand of SVC’s hotels.

Average Daily Rate, or ADR, represents rooms revenue divided by the total number of room nights sold in a given period. ADR provides useful insight on pricing at SVC’s hotels and is a measure widely used in the hotel industry.

Revenue per Available Room, or RevPAR, represents rooms revenue divided by the total number of room nights available to guests for a given period. RevPAR is an industry metric correlated to occupancy and ADR and helps measure performance over comparable periods.

Hotel EBITDA: Hotel EBITDA is calculated as hotel operating revenues less hotel operating expenses of all managed and leased hotels, prior to any adjustments required for presentation in SVC’s condensed consolidated statements of income (loss) in accordance with GAAP.

Hotel EBITDA Margin: Hotel EBITDA Margin is the percentage of Hotel EBITDA to hotel operating revenues.

Comparable Hotels Data: SVC presents RevPAR, ADR, and occupancy for the periods presented on a comparable basis to facilitate comparisons between periods. SVC generally defines comparable hotels as those that were owned by it and were open and operating for the entire periods being compared. For the three months ended June 30, 2021 and 2020, SVC‘s comparable results excluded 21 hotels that had suspended operations during part of the periods presented. For the six months ended June 30, 2021 and 2020, SVC‘s comparable results excluded 22 hotels that had suspended operations during part of the periods presented.

Rent Coverage: SVC defines Rent Coverage as earnings before interest, taxes, depreciation, amortization and rent, or EBITDAR, divided by the annual minimum rent due to SVC weighted by the minimum rent of the property to total minimum rents of the net lease portfolio. EBITDAR amounts used to determine rent coverage are generally for the latest twelve-month period reported based on the most recent operating information, if any, furnished by the tenant. Operating statements furnished by the tenant often are unaudited and, in certain cases, may not have been prepared in accordance with GAAP and are not independently verified by SVC. Tenants that do not report operating information are excluded from the coverage calculations. In instances where SVC does not have financial information for the most recent quarter from its tenants, it has calculated an implied EBITDAR for the second quarter using industry benchmark data to more accurately reflect the impact of COVID-19 on its tenants’ operations. SVC believes using only financial information from the earlier periods could be misleading as it would not reflect the negative impact those tenants experienced as a result of the COVID-19 pandemic. As a result, SVC believes using this industry benchmark data provides a more accurate estimated representation of recent operating results and coverage for those tenants.

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See Notes on page 14.

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. Whenever SVC uses words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of these or similar expressions, SVC is making forward-looking statements. These forward-looking statements are based upon SVC’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 SVC’s forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond SVC’s control. For example:

• Mr. Murray indicates that SVC’s hotel EBITDA turned positive in April and the quarter and SVC has seen steady monthly improvement in hotel performance; further Mr. Murray states that SVC expects occupancy and hotel EBITDA to continue to improve through the second half of 2021; however, SVC’s business is subject to various risks, including risks beyond its control, such as the impact of COVID-19 pandemic. As a result, hotel occupancy, hotel performance and hotel EBITDA may not improve at SVC’s hotels and may decline in the future;
• Mr. Murray indicates that the rent collections from SVC’s net lease tenants have improved and that these tenants have largely stabilized, which may imply that SVC may be able to maintain or increase its rent collections in the future; however, if any of SVC’s tenant’s businesses are negatively affected, including by the ongoing COVID-19 pandemic or a decline in economic activity, rent collections may decline;
• Mr. Murray states that TA continues to benefit from healthy trucking activity. However, if trucking activity slows or decreases in importance, TA’s business may be negatively impacted, which could adversely impact SVC and the value of its travel center properties;
• Mr. Murray states that SVC believes that it has ample liquidity and financial flexibility; however, if lodging and other economic trends relating to SVC and its operators’ and tenants do not continue to improve or decline, SVC’s current liquidity position may not be sufficient to meet its future obligations;
• Sonesta operates 261 of SVC’s 304 hotels as of June 30, 2021 which constituted approximately 52.8% of SVC’s historical real estate investments as of June 30, 2021. SVC is currently negotiating with Radisson regarding nine hotels. If such discussions do not result in a mutually acceptable agreement, SVC expects to transition management of some or all of these hotels to Sonesta. Transitioning hotels to another operator is disruptive to the hotels’ operations and requires significant capital investments. Sonesta is a privately held company with less resources and scale than other larger well known hotel companies. If Sonesta were to fail to provide quality services and amenities or to maintain a quality brand, SVC’s income from these properties may be adversely affected. There can be no assurance that Sonesta can operate the hotels as effectively or for returns at levels that could otherwise be achieved by other large well known hotel companies. Further, if SVC were required to replace Sonesta, SVC could experience significant disruptions in operations at the applicable properties, which could reduce its income and cash flows from, and the value of, those properties. SVC has no guarantee or security deposit under its Sonesta agreements. Accordingly, SVC may receive amounts from Sonesta that are less than the contractual minimum returns stated in its agreements with Sonesta or SVC may be requested to fund losses for its Sonesta hotels; and
• SVC is marketing for sale 69 hotels with a net book value as of June 30, 2021 of $627.3 million and expects to complete these sales by the end of the first quarter of 2022. SVC also expects to complete $2.2 million of net lease property sales by the end of the third quarter of 2021. The sales of SVC’s properties are subject to conditions; accordingly, SVC cannot provide any assurance that it will sell any of these properties and the sales may be delayed, may not occur or their terms may change. Any sales it may complete may be at prices less than SVC expects and less than its net book value.

The information contained in SVC’s filings with the SEC, including under the caption “Risk Factors” in SVC’s periodic reports, or incorporated therein, identifies other important factors that could cause differences from SVC’s forward-looking statements. SVC’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, SVC does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.

A Maryland Real Estate Investment Trust with transferable shares of beneficial interest listed on the Nasdaq.

No shareholder, Trustee or officer is personally liable for any act or obligation of the Trust.

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