Document
false0000945394 0000945394 2020-02-28 2020-02-28


 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2020
SERVICE PROPERTIES TRUST
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State or Other Jurisdiction of Incorporation)

1-11527
 
04-3262075
(Commission File Number)
 
(IRS Employer Identification No.)
Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts 02458-1634
(Address of Principal Executive Offices) (Zip Code)
617-964-8389
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Trading Symbol
 
Name of each Exchange on which Registered
Common Shares of Beneficial Interest
 
SVC
 
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 
 
 
 
 






Item 2.02. Results of Operations and Financial Condition.

On February 28, 2020, Service Properties Trust, or the Company, issued a press release regarding the Company’s results of operations and financial condition for the quarter and year ended December 31, 2019, and also provided certain supplemental operating and financial data for the quarter and year ended December 31, 2019. Copies of the Company’s press release and supplemental operating and financial data are furnished as Exhibits 99.1 and 99.2 hereto, respectively.

Item 9.01. Financial Statements and Exhibits.

(d)                                 Exhibits

99.1                        Press release dated February 28, 2020
99.2                        Fourth Quarter 2019 Supplemental Operating and Financial Data
104                         Cover Page Interactive Data File (Embedded within the Inline XBRL document.)





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
SERVICE PROPERTIES TRUST
 
 
 
 
 
 
 
 
 
 
 
By:
/s/ Brian E. Donley
 
 
 
Name:
Brian E. Donley
 
 
 
Title:
Chief Financial Officer and Treasurer
 
 
 
 
Dated:
February 28, 2020
 
 




EXHIBIT 99.1

svcletterheadheader.jpg
 
 
FOR IMMEDIATE RELEASE
Contact:
 
Kristin Brown, Director, Investor Relations
 
(617) 796-8232
Service Properties Trust Announces Fourth Quarter and Year End 2019 Results
Fourth Quarter Net Loss of $(0.09) Per Common Share
Fourth Quarter Normalized FFO of $0.92 Per Common Share
Sold More Than $500 Million of Net Lease Assets During the Fourth Quarter
Combined Existing Agreements With Marriott Into a Single Portfolio with an Extended Term,
Increased Credit Support and Agreed to Sell Certain Hotels
Restructured Business Arrangements with Sonesta
 
 
 
 
 
Newton, MA (February 28, 2020). Service Properties Trust (Nasdaq: SVC) today announced its financial results for the quarter and year ended December 31, 2019:
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
2019
 
2018
 
2019
 
2018
 
($ in thousands, except per share data)
Net income (loss)
$
(14,893
)
 
$
(108,860
)
 
$
259,750

 
$
185,734

Net income (loss) per common share
$
(0.09
)
 
$
(0.66
)
 
$
1.58

 
$
1.13

Adjusted EBITDAre (1)
$
227,013

 
$
149,773

 
$
851,431

 
$
805,303

Normalized FFO (1)
$
151,622

 
$
99,994

 
$
620,663

 
$
605,708

Normalized FFO per common share (1)
$
0.92

 
$
0.61

 
$
3.78

 
$
3.69

(1)
Additional information and reconciliations of net income (loss) determined in accordance with U.S. generally accepted accounting principles, or GAAP, to certain non-GAAP measures including EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Normalized FFO, for the quarters and years ended December 31, 2019 and 2018 appear later in this press release.
John Murray, President and Chief Executive Officer of SVC, made the following statement:
"We are pleased to have reached agreement with Marriott to extend our relationship, strengthen the credit support for SVC’s minimum returns and provide SVC the opportunity to sell non-core hotels, which, together with ongoing renovation activity, is expected to result in improved coverage of SVC’s minimum returns for the Marriott portfolio. We also continue to make significant progress on our previously announced disposition plan as we have sold 130 net lease properties for $513 million and are at various stages of marketing 53 hotels for sale or rebranding."
“We also entered agreements to restructure our business arrangements with Sonesta on terms that we believe will benefit both us and Sonesta, pursuant to which we will be exiting all 39 extended stay hotels currently managed by Sonesta.”


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.



"In the fourth quarter, comparable hotel RevPAR declined 0.2% compared to the prior year period due in part to occupancy decreases from 15 hotels under renovation, four of which were relatively higher revenue contributing full service hotels that impacted our Sonesta, Marriott and IHG portfolios. Comparable RevPAR for non-renovation hotels increased by 0.3%."
Results for the Quarter and Year Ended December 31, 2019 and Recent Activities:
Net Income (loss): Net loss for the quarter ended December 31, 2019 was $14.9 million, or $0.09 per diluted common share, compared to a net loss of $108.9 million, or $0.66 per diluted common share, for the quarter ended December 31, 2018. Net loss for the quarter ended December 31, 2019 includes a $39.3 million, or $0.24 per diluted common share, loss on asset impairment. Net loss for the quarter ended December 31, 2018 includes $106.1 million, or $0.65 per diluted common share, of net unrealized losses on equity securities and $53.6 million, or $0.33 per diluted common share, of business management incentive fee expense. The weighted average number of diluted common shares outstanding was 164.4 million and 164.3 million for the quarters ended December 31, 2019 and 2018, respectively.
Net income for the year ended December 31, 2019 was $259.8 million, or $1.58 per diluted common share, compared to net income of $185.7 million, or $1.13 per diluted common share, for the year ended December 31, 2018. Net income for the year ended December 31, 2019 includes a $159.5 million, or $0.97 per diluted common share, gain on sale of real estate, $40.5 million, or $0.25 per diluted common share, of net unrealized losses on equity securities, a $39.3 million, or $0.24 per diluted common share, loss on asset impairment and an $8.5 million, or $0.05 per diluted common share, loss on early extinguishment of debt. Net income for the year ended December 31, 2018 includes $53.6 million, or $0.33 per diluted common share, of business management incentive fee expense and $16.7 million, or $0.10 per common share, of net unrealized losses on equity securities. The weighted average number of diluted common shares outstanding was 164.3 million for both the years ended December 31, 2019 and 2018.
Adjusted EBITDAre: Adjusted EBITDAre for the quarter ended December 31, 2019 compared to the same period in 2018 increased 51.6% to $227.0 million.
Adjusted EBITDAre for the year ended December 31, 2019 compared to 2018 increased 5.7% to $851.4 million.
Normalized FFO: Normalized FFO for the quarter ended December 31, 2019 were $151.6 million, or $0.92 per diluted common share, compared to Normalized FFO of $100.0 million, or $0.61 per diluted common share, for the quarter ended December 31, 2018. Normalized FFO for the quarter ended December 31, 2018 includes $53.6 million, or $0.33 per diluted common share, of business management incentive fee expense.
Normalized FFO for the year ended December 31, 2019 were $620.7 million, or $3.78 per diluted common share, compared to Normalized FFO of $605.7 million, or $3.69 per diluted common share, for the year ended December 31, 2018. Normalized FFO for the year ended December 31, 2018 includes $53.6 million, or $0.33 per diluted common share, of business management incentive fee expense.
Recent Acquisition and Disposition Activities:
In October 2019, SVC acquired the 261 room Kimpton Palomar Hotel in Chicago, IL for a purchase price of $55.0 million, excluding acquisition related costs. SVC added this Kimpton® branded hotel to its management agreement with InterContinental Hotels Group, plc (LON: IHG; NYSE: IHG (ADRs)), or IHG.
During the quarter ended December 31, 2019, SVC sold 130 net lease properties with an aggregate of approximately 2.8 million square feet in 28 states with leases requiring aggregate annual minimum rent of $43.2 million for aggregate proceeds of $513.0 million, excluding closing costs.

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In February 2020, SVC entered into an agreement to acquire three net lease properties with approximately 6,696 square feet in two states with leases requiring an aggregate of $0.4 million of annual minimum rent for an aggregate sales price of $7.0 million, excluding closing costs.
Since January 1, 2020, SVC has sold four vacant net lease properties with approximately 160,434 square feet in three states for an aggregate sales price of $5.0 million, excluding closing costs.
SVC is currently marketing for sale 20 Wyndham Hotels & Resorts, Inc. (NYSE: WH), or Wyndham, branded hotels with an aggregate net carrying value of $111.3 million. As previously announced, SVC is also marketing for sale or rebranding 33 of its 122 hotels managed by Marriott International, Inc. (Nasdaq: MAR), or Marriott, with an aggregate net carrying value of $224.9 million.
Marriott Agreements: On December 31, 2019, SVC entered agreements with Marriott which combined its three then-existing Marriott operating agreements, historically referred to as the Marriott Nos. 1, 234 and 5 agreements, into a single portfolio for a 16-year term commencing January 1, 2020, or the Marriott Agreement. The Marriott Nos. 1, 234 and 5 agreements included 122 hotels, provided for aggregate annual minimum returns and rents due to SVC of $192.2 million and were scheduled to expire on December 31, 2024, 2025 and 2019, respectively. The Marriott Agreement expires on December 31, 2035 and initially requires aggregate annual minimum returns to SVC of $190.6 million. The then existing security deposit held by SVC for the Marriott No. 234 agreement ($33.4 million as of December 31, 2019) will continue to secure payment of the aggregate annual minimum returns due to SVC under the Marriott Agreement and may be replenished up to the security deposit cap of $64.7 million from 60% of the cash flows realized from operations of the 122 hotels after payment of the aggregate annual minimum returns due to SVC, Marriott’s base management fees and certain other advances by SVC or Marriott, if any. Marriott provided a new $30.0 million limited guaranty for 85% of the aggregate annual minimum returns due to SVC through 2026 under the Marriott Agreement if the security deposit is exhausted. Under the Marriott Agreement, SVC agreed to fund approximately $400 million for capital improvements at certain hotels over a four year period.
Sonesta Agreements: On February 27, 2020, SVC entered into a transaction agreement with Sonesta Holdco Corporation, or Sonesta, pursuant to which SVC and Sonesta agreed to modify their existing business arrangements, as follows:
SVC and Sonesta have agreed to sell, rebrand or repurpose all 39 SVC owned extended stay hotels managed by Sonesta with an aggregate carrying value of $480.5 million, which currently require aggregate annual minimum returns of $49.5 million. As the hotels are sold, rebranded or repurposed, SVC's annual minimum returns due from Sonesta will decrease by the applicable amount allocated to each hotel;
Sonesta will continue to manage 14 full-service hotels owned by SVC and the annual minimum returns due for these hotels will be reduced from $99.0 million to $69.0 million;
SVC received an approximately 34% equity interest in Sonesta;
The amended management agreements require that up to 5% of hotel gross revenue be escrowed for future capital expenditures as “FF&E reserves,” subject to available cash flow after payment of SVC’s minimum returns;
The performance termination provisions under the Sonesta agreements were modified to a portfolio wide performance test for determining whether the management agreement for any of SVC's full-service hotels managed by Sonesta may be terminated for performance reasons and the non-economic provisions that previously allowed SVC to terminate an individual management agreement were removed; and

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The initial expiration dates of the management agreements for SVC's full-service hotels located in Chicago, IL and Irvine, CA and managed by Sonesta were extended to align with the remainder of the Sonesta portfolio and now expire in January 2037.
Except as described above, the economic terms of the Sonesta agreements are consistent with the historical Sonesta agreements.
Hotel Portfolio:
As of December 31, 2019, SVC had eight operating agreements with six hotel operating companies for 329 hotels with 51,349 rooms, which represented 62% of SVC’s total annual minimum returns and rents.
Hotel RevPAR (comparable hotels): For the quarter ended December 31, 2019 compared to the same period in 2018 for SVC’s 321 comparable hotels: average daily rate, or ADR, decreased 2.1% to $122.55; occupancy increased 1.3 percentage points to 69.5%; and revenue per available room, or RevPAR, decreased 0.2% to $85.17.
For the year ended December 31, 2019 compared to the same period in 2018 for SVC’s 319 comparable hotels: ADR decreased 1.1% to $126.30; occupancy decreased 0.3 percentage points to 73.0%; and RevPAR decreased 1.5% to $92.20.
Hotel RevPAR (all hotels): For the quarter ended December 31, 2019 compared to the same period in 2018 for SVC’s 329 hotels that were owned as of December 31, 2019: ADR decreased 3.1% to $123.78; occupancy decreased 0.1 percentage points to 68.2%; and RevPAR decreased 3.3% to $84.42.
For the year ended December 31, 2019 compared to the same period in 2018 for SVC’s 329 hotels that were owned as of December 31, 2019: ADR decreased 1.5% to $128.76; occupancy decreased 0.9 percentage points to 72.5%; and RevPAR decreased 2.7% to $93.35.
Hotel Coverage of Minimum Returns and Rents: For the quarter ended December 31, 2019, the aggregate coverage of SVC's minimum returns or rents decreased to 0.72x from 0.77x for the quarter ended December 31, 2018.
For the year ended December 31, 2019, the aggregate coverage ratio of SVC's minimum returns or rents decreased to 0.86x from 0.97x for the year ended December 31, 2018.

4


Hotel Managers and Tenants:
Marriott Agreements: As of December 31, 2019, 122 of SVC’s hotels were operated by subsidiaries of Marriott under three agreements. SVC’s Marriott No. 1 agreement included 53 hotels and provided for annual minimum return payments to SVC of $71.9 million as of December 31, 2019 (approximately $18.0 million per quarter). During the three months ended December 31, 2019, SVC realized returns under its Marriott No. 1 agreement of $16.4 million. Because there was no guarantee or security deposit for this agreement, the minimum returns SVC received under this agreement were limited to available hotel cash flows after payment of hotel operating expenses and funding of an FF&E reserve. SVC’s Marriott No. 234 agreement included 68 hotels and required annual minimum returns to SVC of $110.4 million as of December 31, 2019 (approximately $27.6 million per quarter). During the three months ended December 31, 2019, SVC realized returns under its Marriott No. 234 agreement of $27.4 million. SVC’s Marriott No. 234 agreement was partially secured by a security deposit and a limited guaranty from Marriott; during the three months ended December 31, 2019, SVC reduced the available security deposit by $3.2 million to cover shortfalls in hotel cash flows available to pay the minimum returns due to SVC during the period. As of December 31, 2019, the available security deposit from Marriott for the Marriott No. 234 agreement was $33.4 million. SVC's Marriott No. 5 agreement included one resort hotel in Kauai, HI which was leased to Marriott on a full recourse basis. The contractual rent due to SVC for this hotel for the three months ended December 31, 2019 of $2.6 million was paid to SVC.
IHG Agreement: As of December 31, 2019, 103 of SVC’s hotels were operated by subsidiaries of IHG under one agreement requiring annual minimum returns and rents to SVC of $216.2 million as of December 31, 2019 (approximately $54.1 million per quarter). During the three months ended December 31, 2019, SVC realized returns and rents under its IHG agreement of $52.9 million. SVC's IHG agreement is partially secured by a security deposit. During the three months ended December 31, 2019, SVC reduced the available security deposit by $10.0 million to cover shortfalls in hotel cash flows available to pay the minimum returns and rents due to SVC during the period. As of December 31, 2019, the available IHG security deposit which SVC held to pay future payment shortfalls was $75.7 million.
Sonesta Agreement: As of December 31, 2019, 53 of SVC’s hotels were operated under a management agreement with Sonesta requiring annual minimum returns of $146.8 million as of December 31, 2019 (approximately $36.7 million per quarter). During the three months ended December 31, 2019, SVC realized returns under its Sonesta agreement of $9.8 million. Because there is no guarantee or security deposit for this agreement, the minimum returns SVC receives under this agreement are limited to available hotel cash flows after payment of hotel operating expenses including management and related fees.
On November 1, 2019, SVC rebranded two full service hotels previously managed by Wyndham in Chicago, IL and Irvine, CA to the Sonesta brands under a short term agreement with Sonesta that expire on December 31, 2020 and which, pursuant to the modifications of SVC's business arrangements, as further described above, now expires in January 2037.
SVC currently leases 48 vacation units in the Chicago, IL Sonesta hotel to a subsidiary of Wyndham Destinations, Inc. (NYSE: WYND), or Destinations, which requires annual minimum rent of $1.5 million (approximately $0.4 million per quarter). SVC amended this lease so the term of the lease expires on March 31, 2020, at which time Destinations will vacate the leased space.
Wyndham Agreement: As of December 31, 2019, 20 of SVC's hotels were operated under a management agreement with subsidiaries of Wyndham that previously required annual minimum returns of $18.9 million as of December 31, 2019 (approximately $4.7 million per quarter). As previously announced, SVC is exiting its relationship

5


with Wyndham and expects to sell all 20 hotels managed by Wyndham. SVC amended its agreement with Wyndham in October 2019 whereby the term of the management agreement will expire on December 31, 2020 unless sooner terminated by SVC with respect to any hotels that are sold. Prior to the amendment, Wyndham had previously depleted its guarantee and was paying 85% of the annual minimum returns due to SVC to avoid defaulting the agreement. Under the amendment, payment by Wyndham is limited to available cash flows after payment of operating expenses. Wyndham is not entitled to any management fees for the remainder of the agreement. During the three months ended December 31, 2019, SVC realized returns under its Wyndham agreement of $2.2 million.
Other Hotel Agreements: As of December 31, 2019, SVC's remaining 31 hotels were managed under two agreements: one management agreement with a subsidiary of Hyatt Hotels Corporation (NYSE: H), or Hyatt, for 22 hotels requiring annual minimum returns of $22.0 million (approximately $5.5 million per quarter); and one management agreement with a subsidiary of Radisson Hospitality, Inc., or Radisson, for nine hotels, requiring annual minimum returns of $20.4 million (approximately $5.1 million per quarter); minimum returns due to SVC are partially guaranteed under the Hyatt and Radisson agreements.
Net Lease Portfolio:
As of December 31, 2019, SVC owned 816 net lease service-oriented retail properties with an aggregate of 14.9 million square feet requiring aggregate annual minimum rent of $381.7 million which represented 38% of SVC's total annual minimum returns and rents. The portfolio was 98% leased by 194 tenants operating under 131 brands in 23 distinct industries with a weighted (by annual minimum rent) average lease term of 11.4 years. As of the quarter ended December 31, 2019, the aggregate coverage of SVC’s net lease portfolio's minimum rent was 2.32x. TravelCenters of America Inc. (Nasdaq: TA), or TA, is SVC's largest tenant. As of December 31, 2019, SVC leased to TA a total of 179 travel centers under five leases that expire between 2029 and 2035 and require annual minimum rents of $246.1 million.
Leasing and Occupancy:
During the quarter ended December 31, 2019, SVC entered lease renewals for an aggregate of 217,807 rentable square feet at weighted (by rentable square feet) average rents that were 0.75% below prior rents for the same space. The weighted (by rentable square feet) average lease term for these leases was 8.1 years and leasing concessions and capital commitments for these leases were $0.6 million, or $0.31 per square foot, per lease year.
Conference Call:
At 10:00 a.m. Eastern Time this morning, John Murray, Chief Executive Officer, Brian Donley, Chief Financial Officer, and Todd Hargreaves, Vice President, will host a conference call to discuss SVC's fourth quarter 2019 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, March 6, 2020. To access the replay, dial (412) 317-0088. The replay pass code is 10137809.
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 fourth quarter conference call is strictly prohibited without the prior written consent of SVC.

6


Supplemental Data:
A copy of SVC’s Fourth Quarter 2019 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 with 151 distinct brands across 24 industries. SVC’s properties are primarily operated under long-term management or lease agreements. SVC is managed by the 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 applicable Securities and Exchange Commission, or SEC, rules, including earnings before interest, taxes, depreciation and amortization, or EBITDA, EBITDA for real estate, or EBITDAre, Adjusted EBITDAre, funds from operations, or FFO, and Normalized FFO. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income as indicators of SVC’s operating performance or as measures of SVC’s liquidity. These measures should be considered in conjunction with net income as presented in SVC’s consolidated statements of income. SVC considers these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income. 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.
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, EBITDAre and Adjusted EBITDAre and a reconciliation of those amounts to amounts determined in accordance with GAAP.
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 December 31, 2019 and 2018, SVC excluded eight hotels from its comparable results. Four of these hotels were not owned for the entire periods and four were closed for major renovations during part of the periods presented. For the years ended December 31, 2019 and 2018, SVC excluded ten hotels from its comparable results. Six of these hotels were not owned for the entire periods and four were closed for major renovations during part of the periods presented.
Minimum Rent and Return Coverage:
Hotel coverage is calculated as total hotel revenues minus all hotel expenses and FF&E reserve escrows which are not subordinated to minimum returns due to SVC divided by the minimum returns or rents due to SVC.
SVC defines net lease 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. Tenants that do not report operating information are excluded from the coverage calculations.

7


SERVICE PROPERTIES TRUST
CONSOLIDATED STATEMENTS OF INCOME
(amounts in thousands, except per share data)
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
 
2019
 
2018
 
2019
 
2018
Revenues:
 
 
 
 
 
 
 
 
Hotel operating revenues (1)
 
$
467,805

 
$
464,315

 
$
1,989,173

 
$
1,958,598

Rental income (2)
 
111,727

 
85,263

 
322,236

 
330,806

FF&E reserve income (3)
 
1,374

 
1,221

 
4,739

 
5,132

Total revenues
 
580,906

 
550,799

 
2,316,148

 
2,294,536

 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
Hotel operating expenses (1)
 
334,916

 
334,944

 
1,410,927

 
1,387,065

Other operating expenses
 
3,938

 
1,354

 
8,357

 
5,290

Depreciation and amortization
 
126,727

 
102,769

 
428,448

 
403,077

General and administrative (4) (10)
 
17,733

 
66,582

 
54,639

 
104,862

Acquisition and transaction related costs (5)
 
1,795

 

 
1,795

 

Loss on asset impairment (6)
 
39,296

 

 
39,296

 

Total expenses
 
524,405

 
505,649

 
1,943,462

 
1,900,294

 
 
 
 
 
 
 
 
 
Gain on sale of real estate (7)
 

 

 
159,535

 

Dividend income
 

 
876

 
1,752

 
2,754

Unrealized gains (losses) on equity securities, net (8)
 
3,300

 
(106,085
)
 
(40,461
)
 
(16,737
)
Interest income
 
441

 
435

 
2,215

 
1,528

Interest expense (including amortization of debt issuance costs and debt discounts and premiums of $3,288, $2,570, $11,117 and $10,177, respectively)
 
(73,384
)
 
(49,624
)
 
(225,126
)
 
(195,213
)
Loss on early extinguishment of debt (9)
 

 

 
(8,451
)
 
(160
)
Income (loss) before income taxes and equity in earnings of an investee
 
(13,142
)
 
(109,248
)
 
262,150

 
186,414

Income tax (expense) benefit
 
(1,527
)
 
754

 
(2,793
)
 
(1,195
)
Equity in earnings (losses) of an investee
 
(224
)
 
(366
)
 
393

 
515

Net income (loss)
 
$
(14,893
)
 
$
(108,860
)
 
$
259,750

 
$
185,734

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding (basic)
 
164,364

 
164,278

 
164,312

 
164,229

Weighted average common shares outstanding (diluted)
 
164,364

 
164,278

 
164,340

 
164,258

 
 
 
 
 
 
 
 
 
Net income (loss) per common share (basic and diluted)
 
$
(0.09
)
 
$
(0.66
)
 
$
1.58

 
$
1.13

See Notes on pages 10 and 11


8



SERVICE PROPERTIES TRUST
RECONCILIATIONS OF FUNDS FROM OPERATIONS,
NORMALIZED FUNDS FROM OPERATIONS, EBITDA, EBITDAre AND ADJUSTED EBITDAre
(amounts in thousands, except per share data)
(Unaudited)
 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
2019
 
2018
 
2019
 
2018
Calculation of FFO and Normalized FFO: (11)
 
 
 
 
 
 
 
Net income (loss)
$
(14,893
)
 
$
(108,860
)
 
$
259,750

 
$
185,734

Add (Less): Depreciation and amortization
126,727

 
102,769

 
428,448

 
403,077

Gain on sale of real estate (7)

 

 
(159,535
)
 

Loss on asset impairment (6)
39,296

 

 
39,296

 

Unrealized (gains) and losses on equity securities, net (8)
(3,300
)
 
106,085

 
40,461

 
16,737

FFO
147,830

 
99,994

 
608,420

 
605,548

Add: Acquisition and transaction related costs (5)
1,795

 

 
1,795

 

Loss on early extinguishment of debt (9)

 

 
8,451

 
160

Loss contingency (10)
1,997

 

 
1,997

 

Normalized FFO
$
151,622

 
$
99,994

 
$
620,663

 
$
605,708

 
 
 
 
 
 
 
 
Weighted average common shares outstanding (basic)
164,364

 
164,278

 
164,312

 
164,229

Weighted average common shares outstanding (diluted)
164,364

 
164,278

 
164,340

 
164,258

 
 
 
 
 
 
 
 
Basic and diluted per common share amounts:
 
 
 
 
 
 
 
FFO
$
0.90

 
$
0.61

 
$
3.70

 
$
3.69

Normalized FFO
$
0.92

 
$
0.61

 
$
3.78

 
$
3.69

Distributions declared per share
$
0.54

 
$
0.53

 
$
2.15

 
$
2.11

 
Three Months Ended
December 31,
 
Year Ended
December 31,
 
2019
 
2018
 
2019
 
2018
Calculation of EBITDA, EBITDAre and Adjusted EBITDAre: (12)
 
 
 
 
 
 
 
Net income
$
(14,893
)
 
$
(108,860
)
 
$
259,750

 
$
185,734

Add (Less): Interest expense
73,384

 
49,624

 
225,126

 
195,213

Income tax expense
1,527

 
(754
)
 
2,793

 
1,195

Depreciation and amortization
126,727

 
102,769

 
428,448

 
403,077

EBITDA
186,745

 
42,779

 
916,117

 
785,219

Add (Less): Gain on sale of real estate (7)

 

 
(159,535
)
 

Loss on asset impairment (6)
39,296

 

 
39,296

 

EBITDAre
226,041

 
42,779

 
795,878

 
785,219

Add (Less): General and administrative expense paid in common shares (13)
480

 
909

 
2,849

 
3,187

Acquisition and transaction related costs (5)
1,795

 

 
1,795

 

Loss on early extinguishment of debt (9)

 

 
8,451

 
160

Unrealized (gains) and losses on equity securities, net (8)
(3,300
)
 
106,085

 
40,461

 
16,737

Loss contingency (10)
1,997

 

 
1,997

 

Adjusted EBITDAre
$
227,013

 
$
149,773

 
$
851,431

 
$
805,303

See Notes on pages 10 and 11

9


(1)
As of December 31, 2019, SVC owned 329 hotels; 327 of these hotels were managed by hotel operating companies and two hotels were leased to hotel operating companies. As of December 31, 2019, SVC also owned 816 net lease properties. SVC’s consolidated statements of income include hotel operating revenues and expenses of managed hotels and rental income and other operating expenses from its leased hotels and net lease properties. Certain of SVC's managed hotels had net operating results that were, in the aggregate, $48,897 and $31,610 less than the minimum returns due to SVC for the three months ended December 31, 2019 and 2018, respectively, and $96,744 and $50,203 less than the minimum returns due to SVC for the years ended December 31, 2019 and 2018, respectively. When managers of these hotels are required to fund the shortfalls under the terms of SVC’s management agreements or their guarantees, SVC reflects such fundings (including security deposit applications) in its consolidated statements of income as a reduction of hotel operating expenses. The reduction to hotel operating expenses was $15,907 and $6,748 for the three months ended December 31, 2019 and 2018, respectively, and $29,897 and $5,569 for the years ended December 31, 2019 and 2018, respectively. When SVC reduces the amounts of the security deposit it holds for any of its operating agreements for payment deficiencies, it does not result in additional cash flows to SVC of the deficiency amounts, but reduces the refunds due to the respective tenants or managers who have provided SVC with these deposits upon expiration of the applicable operating agreement. The security deposits are non-interest bearing and are not held in escrow. SVC had shortfalls at certain of its managed hotel portfolios not funded by the managers of these hotels under the terms of its management agreements of $28,374 and $15,981 for the three months ended December 31, 2019 and 2018, respectively, and $69,929 and $44,634 for the years ended December 31, 2019 and 2018, respectively, which represent the unguaranteed portions of SVC's minimum returns from its Sonesta and Wyndham agreements. Certain of SVC’s managed hotel portfolios had net operating results that were, in the aggregate, $10,702 and $35,464 more than the minimum returns due to SVC for the years ended December 31, 2019 and 2018, respectively. The net operating results of SVC's managed hotel portfolios did not exceed the minimum returns due to SVC for either of the three months ended December 31, 2019 or 2018. Certain of SVC's guarantees and its security deposits may be replenished by a share of future cash flows from the applicable hotel operations in excess of the minimum returns due to SVC pursuant to the terms of the applicable agreements. When SVC's guarantees and security deposits are replenished by cash flows from hotel operations, SVC reflects such replenishments in its consolidated statements of income as an increase to hotel operating expenses. SVC had $734 and $10,743 of guaranty and security deposit replenishments for the years ended December 31, 2019 and 2018, respectively. There were no such replenishments for the either of the three months ended December 31, 2019 or 2018.
(2)
SVC reduced rental income by $3,351 and $10,719 in the three months and year ended December 31, 2019, respectively, and increased rental income by $3,150 and $12,509 for the three months and year ended December 31, 2018, respectively, to record scheduled rent changes under certain of SVC’s leases, the deferred rent obligations under SVC’s leases with TA and the estimated future payments to SVC under its leases with TA for the cost of removing underground storage tanks on a straight line basis. Rental income also includes $4,238 and $3,695 in both the three months and years ended December 31, 2019 and 2018, respectively, of percentage rental income.
(3)
Various percentages of total sales at certain of SVC’s hotels are escrowed as reserves for future renovations or refurbishment, or FF&E reserve escrows. SVC owns all the FF&E reserve escrows for its hotels. SVC reports deposits by its tenants into the escrow accounts under its hotel leases as FF&E reserve income. SVC does not report the amounts which are escrowed as FF&E reserves for its managed hotels as FF&E reserve income.
(4)
Incentive fees under SVC’s business management agreement with The RMR Group LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in SVC’s consolidated statements of income. In calculating net income (loss) in accordance with GAAP, SVC recognizes estimated business management incentive fee expense, if any, in the first, second and third quarters. Although SVC recognizes this expense, if any, in the first, second and third quarters for purposes of calculating net income (loss), SVC does not include these amounts in the calculation of Normalized FFO or Adjusted EBITDAre until the fourth quarter, which is when the business management incentive fee expense amount for the year, if any, is determined. General and administrative expense includes $53,635 of business management incentive fee expense for both the three months and year ended December 31, 2018. No business management incentive fee expense was recorded for the three months and year ended December 31, 2019.
(5)
Acquisition and transaction related costs represents costs related to SVC's exploration of possible financing transactions.
(6)
SVC recorded a $39,296 loss on asset impairment during the three months ended December 31, 2019 to reduce the carrying value of 19 net lease properties to their estimated fair value less costs to sell and two hotels to their estimated fair value.
(7)
SVC recorded a $159,535 gain on sale of real estate during the three months ended March 31, 2019 in connection with the sales of 20 travel centers.
(8)
Unrealized gains and (losses) on equity securities, net represent the adjustment required to adjust the carrying value of SVC's investments in RMR Inc. and TA common shares to their fair value. SVC sold its shares in RMR Inc. on July 1, 2019.
(9)
SVC recorded a loss of $8,451 on early extinguishment of debt in the year ended December 31, 2019 related to the termination of a term loan commitment SVC arranged in connection with the acquisition of a net lease portfolio. SVC also recorded a loss of $160 on early extinguishment of debt in the year ended December 31, 2018 in connection with amending its revolving credit facility and term loan.
(10)
SVC recorded a $1,997 loss contingency during the three months ended December 31, 2019 for an expected settlement of a historical pension withdrawal liability for a hotel it rebranded.
(11)
SVC calculates FFO and Normalized FFO as shown above. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, or Nareit, which is net income (loss), calculated in accordance with GAAP, excluding any gain or loss on sale of properties and loss on impairment of real estate assets, if any, plus real estate depreciation and amortization, less any unrealized gains and losses on equity securities, as well as certain other adjustments currently not applicable to SVC. In calculating Normalized FFO, SVC adjusts for the item shown above and includes business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of SVC’s core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. FFO and Normalized FFO are among the factors considered by SVC’s Board of Trustees when determining the amount of distributions to its shareholders. Other factors include, but are not limited to,

10


requirements to maintain SVC’s qualification for taxation as a REIT, limitations in its credit agreement and public debt covenants, the availability to SVC of debt and equity capital, SVC's distribution rate as a percentage of the trading price of its common shares, or dividend yield, and the dividend yield of other REITs, SVC’s expectation of its future capital requirements and operating performance, and SVC’s expected needs for and availability of cash to pay its obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than SVC does.
(12)
SVC calculates EBITDA, EBITDA for real estate, or EBITDAre, and Adjusted EBITDAre as shown above. EBITDAre is calculated on the basis defined by Nareit which is EBITDA, excluding gains and losses on the sale of real estate, loss on impairment of real estate assets, if any, as well as certain other adjustments currently not applicable to SVC. In calculating Adjusted EBITDAre, SVC adjusts for the items shown above and includes business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of SVC’s core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. Other real estate companies and REITs may calculate EBITDA, EBITDAre and Adjusted EBITDAre differently than SVC does.
(13)
Amounts represent the equity compensation for SVC’s trustees, its officers and certain other employees of SVC’s manager.


11


SERVICE PROPERTIES TRUST
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)
(Unaudited)
 
 
 
 
 
 
 
As of December 31,
 
 
2019
 
2018
ASSETS
 
 
 
 
Real estate properties:
 
 
 
 
Land
 
$
2,066,602

 
$
1,626,239

Buildings, improvements and equipment
 
9,318,434

 
7,896,734

Total real estate properties, gross
 
11,385,036

 
9,522,973

Accumulated depreciation
 
(3,120,761
)
 
(2,973,384
)
Total real estate properties, net
 
8,264,275

 
6,549,589

Acquired real estate leases and other intangibles
 
378,218

 
105,749

Assets held for sale
 
87,493

 
144,008

Cash and cash equivalents
 
27,633

 
25,966

Restricted cash
 
53,626

 
50,037

Due from related persons
 
68,653

 
91,212

Other assets, net
 
154,069

 
210,518

Total assets
 
$
9,033,967

 
$
7,177,079

 
 
 
 
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
 
 
Unsecured revolving credit facility
 
$
377,000

 
$
177,000

Unsecured term loan, net
 
397,889

 
397,292

Senior unsecured notes, net
 
5,287,658

 
3,598,295

Security deposits
 
109,403

 
132,816

Accounts payable and other liabilities
 
335,696

 
211,332

Due to related persons
 
20,443

 
62,913

Total liabilities
 
6,528,089

 
4,579,648

 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
Shareholders’ equity:
 
 
 
 
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 164,563,034 and 164,441,709 shares issued and outstanding, respectively
 
1,646

 
1,644

Additional paid in capital
 
4,547,529

 
4,545,481

Cumulative other comprehensive loss
 

 
(266
)
Cumulative net income available for common shareholders
 
3,491,645

 
3,231,895

Cumulative common distributions
 
(5,534,942
)
 
(5,181,323
)
Total shareholders’ equity
 
2,505,878

 
2,597,431

Total liabilities and shareholders’ equity
 
$
9,033,967

 
$
7,177,079



12


Warning Concerning Forward-Looking Statements
This press release contains statements that constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Also, whenever 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:
The press release references recent agreements SVC entered into with Marriott and Sonesta that change SVC's historical business arrangements with those managers and which Mr. Murray states SVC expects will be beneficial to SVC, including certain particular benefits such as strengthened credit support for SVC’s minimum returns from Marriott and improved coverage of SVC’s minimum returns for its Marriott portfolio. However, SVC cannot be sure that it will realize the benefits it expects from these agreements.
Mr. Murray states that SVC is at various stages of marketing for sale or rebranding 53 hotels that were a part of its previously announced disposition plan. In addition, this press release reports that SVC will be exiting all 39 of the extended stay hotels currently managed by Sonesta. SVC cannot be sure it will be able to sell, rebrand or repurpose any of these hotels and any sales it may complete may be at prices less than SVC expects and less than net book value. SVC may incur losses in connection with any sale, rebranding or repurposing of these hotels. In addition, SVC cannot be sure that any hotels it may rebrand or repurpose will result in improved performance. In fact, rebranding or repurposing hotels likely will result in short term disruption to operations of these hotels.
Mr. Murray indicates in this press release that comparable hotels that were not under renovation during the fourth quarter had increased RevPAR as compared to RevPAR declines for hotels that were under renovation. These statements may imply that SVC's comparable hotels that were impacted by renovation activities will experience improved RevPAR performance once those hotels are no longer impacted by those matters similar to or better than the RevPAR experienced by SVC's other hotels. In fact, those comparable hotels, excluding the impact of renovations, may not realize similar RevPAR performance.
Certain of SVC's operating agreements are secured by guarantees or security deposits from SVC's managers and tenants. This may imply that minimum returns and rents due to SVC will be paid. In fact, certain of these guarantees and security deposits are limited in amount and duration and all the guarantees are subject to the guarantors' abilities and willingness to pay. SVC cannot be sure of the future financial performance of SVC's properties and whether such performance will cover SVC's minimum returns and rents, whether the guarantees or security deposits will be adequate to cover future shortfalls in the minimum returns or rents due to SVC which they guarantee or secure, or regarding SVC's managers', tenants' or guarantors' future actions if and when the guarantees and security deposits expire or are depleted or their abilities or willingness to pay minimum returns and rents owed to SVC. Moreover, the security deposits SVC holds are not segregated from SVC's other assets and, although the application of security deposits to cover payments shortfalls will result in SVC recording income, it will not result in SVC receiving additional cash.
SVC has no guarantees or security deposits for the minimum returns due to SVC from SVC's Sonesta or Wyndham agreements. Accordingly, SVC may receive amounts that are less than the contractual minimum returns stated in these agreements.

13


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.
(end)


14
Service Properties Trust Exhibit 99.2 SVC Nasdaq Listed Fourth Quarter 2019 Supplemental Operating and Financial Data Courtyard by Marriott Phoenix, S. Chandler, AZ Operator: Marriott International, Inc. Guest Rooms: 156 All amounts in this report are unaudited.


 
TABLE OF CONTENTS (1) PAGE CORPORATE INFORMATION Company Profile 4 Investor Information 5 Research Coverage 6 FINANCIALS Key Financial Data 8 Consolidated Balance Sheets 9 Consolidated Statements of Income 10 Notes to Consolidated Statements of Income 11 Consolidated Statements of Cash Flows 12 TABLE OF CONTENTS TABLE Debt Summary 13 Debt Maturity Schedule 14 Leverage Ratios, Coverage Ratios and Public Debt Covenants 15 Capital Expenditure and Restricted Cash Activity 16 Property Acquisition and Disposition Information Since January 1, 2019 17 Calculation of EBITDA, EBITDAre and Adjusted EBITDAre 18 Calculation of FFO and Normalized FFO 19 PORTFOLIO INFORMATION Portfolio Summary 21 Consolidated Portfolio by Brand Affiliation 22 Consolidated Portfolio Diversification by Industry 23 Hotel Portfolio by Brand 24 Hotel Operating Agreement Information 25, 26, 27 Hotel Operating Statistics by Operating Agreement 28, 29 Hotel Coverage by Operating Agreement 30 Net Lease Portfolio by Brand 31 Net Lease Portfolio by Industry 32 Net Lease Portfolio by Tenant (Top 10) 33 Net Lease Portfolio Expiration Schedule 34 Net Lease Occupancy and Leasing Summary 35 Non-GAAP Financial Measures and Certain Definitions 36, 37 WARNING CONCERNING FORWARD-LOOKING STATEMENTS 38 (1) Please refer to non-GAAP Financial Measures and Certain Definitions for terms used throughout the document. Service Properties Trust 2 Supplemental Operating and Financial Data, December 31, 2019


 
CORPORATE INFORMATION Towne Place Suites Renton,WA . Petro Shopping Centers Operator: Marriott International, Inc. 2154 Beltline Boulevard, I-77 Exit 5 Guest Rooms: 137 Columbia, SC . Service Properties Trust Operator: TravelCenters of America Supplemental Operating and Financial Data, December 31, 2019


 
COMPANY PROFILE Corporate Headquarters: The Company: Service Properties Trust, or SVC, we, our or us, is a real estate investment trust, or REIT, which owns a diverse Two Newton Place portfolio of hotels and net lease service and necessity-based retail properties across the United States and in 255 Washington Street, Suite 300 Puerto Rico and Canada with 151 brands across 24 distinct industries. SVC's properties are primarily operated Newton, MA 02458-1634 under long term management or lease agreements. SVC is a component of 82 market indices and it comprises (t) (617) 964-8389 more than 1% of the following indices as of December 31, 2019: Bloomberg REIT Hotels Index (BBREHOTL), Invesco KBW Premium Yield Equity REIT ETF INAV Index (KBWYIV), S-Network REIT Dividend Dog Total Return Stock Exchange Listing: COMPANY PROFILE COMPANY Index (USD) (RDOGXTR), S-Network REIT Dividend Dog Index (USD) (RDOGX) and the Invesco S&P MidCap Nasdaq Low Volatility ETF INAV Index (XMLVIV). Trading Symbol: Management: Common Shares: SVC SVC is managed by The RMR Group LLC, or RMR LLC, the operating subsidiary of The RMR Group Inc. Senior Unsecured Debt Ratings: (Nasdaq: RMR), or RMR Inc., RMR is an alternative asset management company that was founded in 1986 to Standard & Poor's: BBB- manage real estate companies and related businesses. RMR primarily provides management services to four publicly traded equity REITs and three real estate related operating businesses. In addition to managing SVC, Moody's: Baa3 RMR manages Industrial Logistics Properties Trust, a REIT that owns industrial and logistics properties, Office Key Data (as of December 31, 2019): Properties Income Trust, a REIT that owns properties primarily leased to single tenants and those with high credit (dollars in 000s) quality characteristics such as government entities, and Diversified Healthcare Trust (formerly known as Senior Housing Properties Trust), a REIT that primarily owns high-quality, private-pay healthcare properties like medical Total properties: 1,145 office and life science properties, senior living communities and wellness centers. RMR also provides Hotels 329 management services to Five Star Senior Living Inc., a publicly traded operator of senior living communities, Net lease properties 816 Sonesta Holdco Corporation, or Sonesta, a privately owned operator and franchisor of hotels (including some of Number of hotel rooms/suites 51,349 the hotels that SVC owns) and cruise boats, and TravelCenters of America Inc., or TA, a publicly traded operator Total net lease square feet 14,886,967 and franchisor of travel centers along the U.S. Interstate Highway System (including 179 travel centers that SVC Q4 2019 total revenues $ 580,906 owns), and standalone truck service facilities and restaurants. RMR also advises the RMR Real Estate Income Fund, a publicly traded closed end fund that invests in publicly traded securities of real estate companies, and Q4 2019 net loss $ (14,893) Tremont Mortgage Trust, a publicly traded mortgage REIT, through wholly owned SEC registered investment Q4 2019 Normalized FFO $ 151,622 advisory subsidiaries, as well as manages the RMR Office Property Fund LP, a private, open end core plus fund focused on the acquisition, ownership and leasing of a diverse portfolio of multi-tenant office properties throughout the U.S. As of December 31, 2019, RMR had $32.2 billion of real estate assets under management and the combined RMR managed companies had approximately $12 billion of annual revenues, over 2,100 properties and more than 50,000 employees. We believe that being managed by RMR is a competitive advantage for SVC because of RMR’s depth of management and experience in the real estate industry. We also believe RMR provides management services to us at costs that are lower than we would have to pay for similar quality services if we were self managed. Service Properties Trust 4 Supplemental Operating and Financial Data, December 31, 2019


 
INVESTOR INFORMATION Board of Trustees Laurie B. Burns Robert E. Cramer Donna D. Fraiche Independent Trustee Independent Trustee Independent Trustee John L. Harrington William A. Lamkin John G. Murray Lead Independent Trustee Independent Trustee Managing Trustee Adam D. Portnoy INVESTOR INFORMATION INVESTOR Chair of the Board & Managing Trustee Senior Management John G. Murray Brian E. Donley Ethan S. Bornstein President and Chief Executive Officer Chief Financial Officer and Treasurer Senior Vice President Todd W. Hargreaves Vice President Contact Information Investor Relations Inquiries Service Properties Trust Investor and media inquiries should be directed to Two Newton Place Kristin Brown, Director, Investor Relations at 255 Washington Street, Suite 300 (617) 796-8232, or [email protected]. Newton, MA 02458-1634 (t) (617) 964-8389 Financial inquiries should be directed to Brian E. Donley, (email) [email protected] Chief Financial Officer and Treasurer, at (617) 964-8389 (website) www.svcreit.com or [email protected]. Service Properties Trust 5 Supplemental Operating and Financial Data, December 31, 2019


 
RESEARCH COVERAGE Equity Research Coverage B. Riley | FBR Janney Montgomery Scott Stifel Nicolaus Bryan Maher Tyler Batory Simon Yarmak (646) 885-5423 (215) 665-4448 (443) 224-1345 [email protected] [email protected] [email protected] Wells Fargo Securities Dori Kesten RESEARCH COVERAGE (617) 603-4233 [email protected] Debt Research Coverage Wells Fargo Securities Thierry Perrein (704) 715-8455 [email protected] Rating Agencies Moody’s Investors Service S&P Global Reed Valvtas Nicolas Villa (212) 553-14169 (212) 438-1534 [email protected] [email protected] SVC is followed by the analysts and its publicly held debt is rated by the rating agencies listed above. Please note that any opinions, estimates or forecasts regarding SVC's performance made by these analysts or agencies do not represent opinions, forecasts or predictions of SVC or its management. SVC does not by its reference above imply its endorsement of or concurrence with any information, conclusions or recommendations provided by any of these analysts or agencies. Service Properties Trust 6 Supplemental Operating and Financial Data, December 31, 2019


 
FINANCIALS Marriott Kauai Resort & Beach Club Kalapaki Beach, HI Operator: Marriott International, Inc. Guest Rooms: 156 Service Properties Trust Supplemental Operating and Financial Data, December 31, 2019


 
KEY FINANCIAL DATA (dollars in thousands, except per share data) As of and For the Three Months Ended 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 Selected Balance Sheet Data: Total gross assets $ 12,154,728 $ 12,602,187 $ 10,204,219 $ 10,235,599 $ 10,150,463 Total assets $ 9,033,967 $ 9,515,503 $ 7,177,746 $ 7,255,804 $ 7,177,079 KEY FINANCIAL DATA FINANCIAL KEY Total liabilities $ 6,528,089 $ 6,906,517 $ 4,520,304 $ 4,519,238 $ 4,579,648 Total shareholders' equity $ 2,505,878 $ 2,608,986 $ 2,657,442 $ 2,736,566 $ 2,597,431 Selected Income Statement Data: Total revenues $ 580,906 $ 599,772 $ 610,562 $ 524,908 $ 550,799 Net income (loss) $ (14,893) $ 40,074 $ 8,782 $ 225,787 $ (108,860) Adjusted EBITDAre (1) $ 227,013 $ 209,545 $ 218,972 $ 195,901 $ 149,773 FFO $ 147,830 $ 147,184 $ 168,766 $ 144,640 $ 99,994 Normalized FFO (1) $ 151,622 $ 155,635 $ 168,766 $ 144,640 $ 99,994 Per Common Share Data (basic and diluted): Net income (loss) $ (0.09) $ 0.24 $ 0.05 $ 1.37 $ (0.66) FFO $ 0.90 $ 0.90 $ 1.03 $ 0.88 $ 0.61 Normalized FFO (1) $ 0.92 $ 0.95 $ 1.03 $ 0.88 $ 0.61 Dividend Data: Annualized dividends paid per share during the period $ 2.16 $ 2.16 $ 2.16 $ 2.12 $ 2.12 Annualized dividend yield (at end of period) 8.9% 8.4% 8.6% 8.1% 8.9% Normalized FFO payout ratio (1) 58.7% 56.8% 52.4% 60.2% 86.9% (1) Adjusted EBITDAre and Normalized FFO for the three months ended December 31, 2018 include $53,635, or $0.33 per common share, of business management incentive fee expense. Service Properties Trust 8 Supplemental Operating and Financial Data, December 31, 2019


 
CONSOLIDATED BALANCE SHEETS (dollar amounts in thousands, except share data) December 31, 2019 2018 ASSETS Real estate properties: Land $ 2,066,602 $ 1,626,239 Buildings, improvements and equipment 9,318,434 7,896,734 Total real estate properties, gross 11,385,036 9,522,973 Accumulated depreciation (3,120,761) (2,973,384) Total real estate properties, net 8,264,275 6,549,589 Acquired real estate leases and other intangibles 378,218 105,749 Assets held for sale 87,493 144,008 Cash and cash equivalents 27,633 25,966 Restricted cash 53,626 50,037 Due from related persons 68,653 91,212 Other assets, net 154,069 210,518 Total assets $ 9,033,967 $ 7,177,079 LIABILITIES AND SHAREHOLDERS' EQUITY CONSOLIDATED BALANCE SHEETS CONSOLIDATED Unsecured revolving credit facility $ 377,000 $ 177,000 Unsecured term loan, net 397,889 397,292 Senior unsecured notes, net 5,287,658 3,598,295 Security deposits 109,403 132,816 Accounts payable and other liabilities 335,696 211,332 Due to related persons 20,443 62,913 Total liabilities 6,528,089 4,579,648 Commitments and contingencies Shareholders' equity: Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 164,563,034 and 164,565,303 shares issued and outstanding 1,646 1,644 Additional paid in capital 4,547,529 4,545,481 Cumulative other comprehensive loss — (266) Cumulative net income available for common shareholders 3,491,645 3,231,895 Cumulative common distributions (5,534,942) (5,181,323) Total shareholders' equity 2,505,878 2,597,431 Total liabilities and shareholders' equity $ 9,033,967 $ 7,177,079 Service Properties Trust 9 Supplemental Operating and Financial Data, December 31, 2019


 
CONSOLIDATED STATEMENTS OF INCOME (amounts in thousands, except share data) For the Three Months Ended December 31, For the Year Ended December 31, 2019 2018 2019 2018 Revenues: Hotel operating revenues (1) $ 467,805 $ 464,315 $ 1,989,173 $ 1,958,598 Rental income (2) 111,727 85,263 322,236 330,806 FF&E reserve income (3) 1,374 1,221 4,739 5,132 Total revenues 580,906 550,799 2,316,148 2,294,536 Expenses: Hotel operating expenses (1) 334,916 334,944 1,410,927 1,387,065 Other operating expenses 3,938 1,354 8,357 5,290 Depreciation and amortization 126,727 102,769 428,448 403,077 General and administrative (4) 17,733 66,582 54,639 104,862 Acquisition and transaction related costs (5) 1,795 — 1,795 — Loss on asset impairment (6) 39,296 — 39,296 — Total expenses 524,405 505,649 1,943,462 1,900,294 Gain on sale of real estate (7) — — 159,535 — Dividend income — 876 1,752 2,754 Unrealized gains and (losses) on equity securities, net (8) 3,300 (106,085) (40,461) (16,737) Interest income 441 435 2,215 1,528 Interest expense (including amortization of debt issuance costs and debt discounts and premiums of $3,288, $2,570, $11,117 and $10,177, respectively) (73,384) (49,624) (225,126) (195,213) CONSOLIDATED STATEMENTS OF INCOME STATEMENTS CONSOLIDATED Loss on early extinguishment of debt (9) — — (8,451) (160) Income before income taxes and equity in earnings (losses) of an investee (13,142) (109,248) 262,150 186,414 Income tax (expense) benefit (1,527) 754 (2,793) (1,195) Equity in earnings (losses) of an investee (224) (366) 393 515 Net income (loss) $ (14,893) $ (108,860) $ 259,750 $ 185,734 Weighted average common shares outstanding (basic) 164,364 164,278 164,312 164,229 Weighted average common shares outstanding (diluted) 164,364 164,278 164,340 164,258 Net income (loss) per common share (basic and diluted) $ (0.09) $ (0.66) $ 1.58 $ 1.13 See Notes to Consolidated Statements of Income on page 11. Service Properties Trust 10 Supplemental Operating and Financial Data, December 31, 2019


 
NOTES TO CONSOLIDATED STATEMENTS OF INCOME (dollar amounts in thousands, except share data) (1) As of December 31, 2019, we owned 329 hotels; 327 of these hotels were managed by hotel operating companies and two hotels were leased to hotel operating companies. As of December 31, 2019, we also owned 816 net lease properties. Our consolidated statements of income include hotel operating revenues and expenses of managed hotels and rental income and other operating expenses from our leased hotels and net lease properties. Certain of our managed hotels had net operating results that were, in the aggregate, $48,897 and $31,610 less than the minimum returns due to us for the three months ended December 31, 2019 and 2018, respectively, and $96,744 and $50,203 less than the minimum returns due to us for the years ended December 31, 2019 and 2018, respectively. When managers of these hotels are required to fund the shortfalls under the terms of our management agreements or their guarantees, we reflect such fundings (including security deposit applications) in our consolidated statements of income as a reduction of hotel operating expenses. We reduced hotel operating expenses by $15,907 and $6,748 for the three months ended December 31, 2019 and 2018, respectively, and $29,897 and $5,569 for the years ended December 31, 2019 and 2018, respectively. When we reduce the amounts of the security deposit we hold for any of our operating agreements for payment deficiencies, it does not result in additional cash flows to us of the deficiency amounts, but reduces the refunds due to the respective tenants or managers who have provided us with these deposits upon expiration of the applicable operating agreement. The security deposits are non-interest bearing and are not held in escrow. We had shortfalls at certain of our managed hotel portfolios not funded by the managers of these hotels under the terms of our management agreements of $28,374 and $15,981 for the three months ended December 31, 2019 and 2018, respectively, and $69,929 and $44,634 for the years ended December 31, 2019 and 2018, respectively, which represent the unguaranteed portions of our minimum returns from our Sonesta and Wyndham Hotels & Resorts, Inc., or Wyndham, agreements. Certain of our managed hotel portfolios had net operating results that were, in the aggregate, $10,702 and $35,464 more than the minimum returns due to us for the years ended December 31, 2019 and 2018, respectively. The net operating results of SVC's managed hotel portfolios did not exceed the minimum returns due to SVC for either of the three months ended December 31, 2019 and 2018. Certain of our guarantees and our security deposits may be replenished by a share of future cash flows from the applicable hotel operations in excess of the minimum returns due to us pursuant to the terms of the applicable agreements. When our guarantees and security deposits are replenished by cash flows from hotel operations, we reflect such replenishments in our consolidated statements of income as an increase to hotel operating expenses. We had $734 and $10,743 of guaranty and security deposit replenishments for the years ended December 31, 2019 and 2018, respectively. There were no such replenishments for either of the three months ended December 31, 2019 or 2018. (2) We reduced rental income by $3,351 and $10,719 for the three months and year ended December 31, 2019, respectively, and increased rental income by $3,150 and $12,509 for the three months and year ended December 31, 2018, respectively, to record scheduled rent changes under certain of SVC’s leases, the deferred rent obligations under SVC’s leases with TA and the estimated future payments to SVC under its leases with TA for the cost of removing underground storage tanks on a straight line basis. Rental income also includes $4,238 and $3,695 in both the three months and years ended December 31, 2019 and 2018, respectively, of percentage rental income. (3) Various percentages of total sales at certain of our hotels are escrowed as reserves for future renovations or refurbishments, or FF&E reserve escrows. We own all the FF&E reserve escrows for our hotels. We report deposits by our tenants into the escrow accounts under our hotel leases as FF&E reserve income. We do not report the amounts which are escrowed as FF&E reserves for our managed hotels as FF&E reserve income. (4) General and administrative expense for the three months and year ended December 31, 2019 includes a $1,997 loss contingency for an expected settlement of a historical pension withdrawal liability for a hotel we rebranded. Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in our consolidated statements of income. In calculating net income in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income, we do not include these amounts in the calculation of Normalized FFO or Adjusted EBITDAre until the fourth quarter, which is when the business management incentive fee expense amount for the year, if any, is determined. General and administrative expenses include $53,635 of business management incentive fee expense for the three months and year ended December 31, 2018. No business management incentive fee expense was recorded for the year ended December 31, 2019. (5) Acquisition and transaction related costs represents costs related to our exploration of possible financing transactions. NOTES TO CONSOLIDATED STATEMENTS OF INCOME STATEMENTS CONSOLIDATED NOTES TO (6) We recorded a $39,296 loss on asset impairment during the three months ended December 31, 2019 to reduce the carrying value of 19 net lease properties to their estimated fair value less costs to sell and two hotels to their estimated fair value. (7) We recorded a $159,535 gain on sale of real estate during the year ended December 31, 2019 in connection with the sales of 20 travel centers. (8) Unrealized gains and (losses) on equity securities, net represent the adjustment required to adjust the carrying value of our investments in RMR Inc., which we sold in July 2019, and TA common shares to their fair value. (9) We recorded a loss of $8,451 on early extinguishment of debt in the year ended December 31, 2019 related to the termination of a term loan commitment we arranged in connection with our acquisition of a net lease portfolio. We also recorded a loss of $160 on early extinguishment of debt in the year ended December 31, 2018 in connection with amending our revolving credit facility and term loan. Service Properties Trust 11 Supplemental Operating and Financial Data, December 31, 2019


 
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) For the Year Ended December 31, 2019 2018 Cash flows from operating activities: Net income $ 259,750 $ 185,734 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 428,448 403,077 Amortization of debt issuance costs and debt discounts and premiums as interest 11,117 10,177 Straight line rental income 10,719 (12,509) Security deposits replenished (utilized) (23,549) 6,740 Loss on early extinguishment of debt 8,451 160 Loss on asset impairment 39,296 — Unrealized losses on equity securities, net 40,461 16,737 Equity in earnings of an investee (393) (515) Distribution of earnings from Affiliates Insurance Company 2,423 — Gain on sale of real estate (159,535) — Deferred income taxes (127) (1,047) Other non-cash (income) expense, net (614) (2,713) Changes in assets and liabilities: Due from related persons 3,272 (572) Other assets (11,385) 6,200 Accounts payable and other liabilities 60,484 5,824 Due to related persons (51,096) (20,340) Net cash provided by operating activities 617,722 596,953 Cash flows from investing activities: Real estate acquisitions and deposits (2,713,191) (127,703) Real estate improvements (150,531) (182,862) Hotel managers’ purchases with restricted cash (208,241) (135,177) Hotel managers' deposit of insurance proceeds into restricted cash 25,000 18,000 Net proceeds from sale of real estate 816,450 — Distributions in excess of earnings from Affiliates Insurance Company 6,577 — Proceeds from sale of equity securities 93,892 — Net cash used in investing activities (2,130,044) (427,742) Cash flows from financing activities: Proceeds from issuance of senior unsecured notes, after discounts and premiums 1,693,879 389,976 Borrowings under unsecured revolving credit facility 1,124,000 517,000 Repayments of unsecured revolving credit facility (924,000) (738,000) CONSOLIDATED STATEMENTS OF CASH FLOWS STATEMENTS CONSOLIDATED Deferred financing costs (21,882) (12,242) Repurchase of common shares (800) (606) Distributions to common shareholders (353,619) (346,832) Net cash provided by (used in) financing activities 1,517,578 (190,704) Decrease in cash and cash equivalents and restricted cash 5,256 (21,493) Cash and cash equivalents and restricted cash at beginning of period 76,003 97,496 Cash and cash equivalents and restricted cash at end of period $ 81,259 $ 76,003 Supplemental disclosure of cash and cash equivalents and restricted cash: Cash and cash equivalents $ 27,633 $ 25,966 Restricted cash 53,626 50,037 Total cash and cash equivalents and restricted cash $ 81,259 $ 76,003 Supplemental cash flow information: Cash paid for interest $ 191,155 $ 174,158 Cash paid for income taxes 2,927 3,218 Service Properties Trust 12 Supplemental Operating and Financial Data, December 31, 2019


 
DEBT SUMMARY As of December 31, 2019 (dollars in thousands) Interest Principal Maturity Due at Years to Rate Balance Date Maturity Maturity Unsecured Floating Rate Debt: $1,000,000 unsecured revolving credit facility (1) (2) 2.803% $ 377,000 7/15/22 $ 377,000 2.5 $400,000 unsecured term loan (2) (3) 3.041% 400,000 7/15/23 400,000 3.5 DEBT SUMMARY Subtotal / weighted average 2.925% $ 777,000 $ 777,000 3.1 Unsecured Fixed Rate Debt: Senior unsecured notes due 2021 4.250% $ 400,000 2/15/21 $ 400,000 1.1 Senior unsecured notes due 2022 5.000% 500,000 8/15/22 500,000 2.6 Senior unsecured notes due 2023 4.500% 500,000 6/15/23 500,000 3.5 Senior unsecured notes due 2024 4.650% 350,000 3/15/24 350,000 4.2 Senior unsecured notes due 2024 4.350% 825,000 10/1/24 825,000 4.8 Senior unsecured notes due 2025 4.500% 350,000 3/15/25 350,000 5.2 Senior unsecured notes due 2026 5.250% 350,000 2/15/26 350,000 6.1 Senior unsecured notes due 2026 4.750% 450,000 10/1/26 450,000 6.8 Senior unsecured notes due 2027 4.950% 400,000 2/15/27 400,000 7.1 Senior unsecured notes due 2028 3.950% 400,000 1/15/28 400,000 8.0 Senior unsecured notes due 2029 4.950% 425,000 10/1/29 425,000 9.8 Senior unsecured notes due 2030 4.375% 400,000 2/15/30 400,000 10.1 Subtotal / weighted average 4.604% $ 5,350,000 $ 5,350,000 5.6 Total / weighted average (4) 4.391% $ 6,127,000 $ 6,127,000 5.3 (1) We are required to pay interest on borrowings under our revolving credit facility at a rate of LIBOR plus a premium of 120 basis points per annum. We also pay a facility fee of 25 basis points per annum on the total amount of lending commitments under our revolving credit facility. Both the interest rate premium and facility fee are subject to adjustment based upon changes to our credit ratings. The interest rate listed above is as of December 31, 2019. Subject to the payment of an extension fee and meeting certain other conditions, we may extend the maturity date of our credit facility for two additional six month periods. (2) The maximum borrowing availability under our revolving credit facility and term loan combined may be increased to up to $2,300,000 subject to certain terms and conditions. (3) We are required to pay interest on the amount outstanding under our term loan at a rate of LIBOR plus a premium of 135 basis points per annum, subject to adjustment based on changes to our credit ratings. The interest rate listed above is as of December 31, 2019. Our term loan is prepayable without penalty at any time. (4) The carrying value of our total debt of $6,062,547 as of December 31, 2019 is net of unamortized discounts and premiums and certain issuance costs totaling $64,453. Service Properties Trust 13 Supplemental Operating and Financial Data, December 31, 2019


 
DEBT MATURITY SCHEDULE As of December 31, 2019 (dollars in thousands) Unsecured Unsecured Floating Fixed Year Rate Debt Rate Debt Total (3) 2020 $ — $ — $ — 2021 — 400,000 400,000 2022 377,000 (1) 500,000 877,000 2023 400,000 (2) 500,000 900,000 2024 — 1,175,000 1,175,000 2025 — 350,000 350,000 2026 — 800,000 800,000 2027 — 400,000 400,000 DEBT MATURITY SCHEDULE DEBT MATURITY 2028 — 400,000 400,000 2029 — 425,000 425,000 2030 — 400,000 400,000 $ 777,000 $ 5,350,000 $ 6,127,000 Percent of total debt 12.7% 87.3% 100% (1) Represents amounts outstanding under our $1,000,000 revolving credit facility at December 31, 2019. Subject to the payment of an extension fee and meeting certain other conditions, we may extend the maturity date for two additional six month periods. (2) Represents amounts outstanding on our term loan at December 31, 2019. Our term loan is prepayable without penalty at any time. (3) The carrying value of our total debt of $6,062,547 as of December 31, 2019 is net of unamortized discounts and premiums and certain issuance costs totaling $64,453. Service Properties Trust 14 Supplemental Operating and Financial Data, December 31, 2019


 
LEVERAGE RATIOS, COVERAGE RATIOS AND PUBLIC DEBT COVENANTS As of and For the Three Months Ended 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 Leverage Ratios: Net debt / total gross assets 50.2% 51.8% 40.4% 40.7% 41.4% Net debt / gross book value of real estate assets 52.0% 56.0% 42.4% 43.0% 44.0% Secured debt / total assets 0.0% 0.0% 0.0% 0.0% 0.0% Variable rate debt / Net debt 12.7% 18.2% 11.9% 13.0% 13.7% Coverage Ratios: Adjusted EBITDAre / interest expense 3.1x 4.0x 4.4x 3.9x 3.0x Net debt / annualized Adjusted EBITDAre (1) 6.7x 6.6x 4.7x 5.3x 7.0x Public Debt Covenants: Total debt / adjusted total assets - allowable maximum 60.0% 49.4% 51.1% 40.4% 40.8% 40.9% Secured debt / adjusted total assets - allowable maximum 40.0% 0.0% 0.0% 0.0% 0.0% 0.0% Consolidated income available for debt service (2) / debt service - required minimum 1.50x 2.95x 3.81x 4.22x 3.77x 2.79x Total unencumbered assets / unsecured debt - required minimum 150% 202.5% 195.8% 247.6% 245.3% 244.3% (1) We completed the SMTA transaction on September 20, 2019. For purposes of calculating coverage ratios for the three months ended September 30, 2019, we included our pro forma estimates of the annualized Adjusted EBITDAre we expected to be generated from this portfolio. Adjusted EBITDAre for the three months ended December 31, 2018 includes $53,635 of business management incentive fee expense. Excluding business management incentive fee expense, Adjusted EBITDAre / interest expense and Net debt / annualized Adjusted EBITDAre would have been 4.1x and 5.2x, respectively, for the three months ended December 31, 2018. (2) Consolidated income available for debt service for the three months ended December 31, 2018 includes $53,635 of business management incentive fee expense. No business management incentive fee expense was recorded for the three months ended December 31, 2019, September 30, 2019, June 30, 2019 or March 31, 2019. LEVERAGE RATIOS, COVERAGE RATIOS AND PUBLIC DEBT COVENANTS COVERAGE RATIOS LEVERAGE RATIOS, Service Properties Trust 15 Supplemental Operating and Financial Data, December 31, 2019


 
CAPITAL EXPENDITURE AND RESTRICTED CASH ACTIVITY (dollars in thousands) Capital Expenditures For the Three Months Ended 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 Hotel capital improvements & FF&E Reserve fundings (1) $ 119,380 $ 36,335 $ 42,612 $ 44,766 $ 69,618 Net lease capital improvements 2,295 — — — 11,693 Total capital improvements & FF&E Reserve fundings $ 121,675 $ 36,335 $ 42,612 $ 44,766 $ 81,311 Restricted Cash As of and For the Three Months Ended 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 Total restricted cash (beginning of period) $ 53,519 $ 37,792 $ 75,129 $ 50,037 $ 65,644 Manager deposits into FF&E Reserve 18,100 46,618 21,484 11,335 20,213 SVC fundings into FF&E Reserve: Marriott No. 1 1,577 1,252 934 13,593 7,281 Marriott No. 234 9,300 — 9,600 9,000 2,675 IHG 25,100 — — — — Radisson — 1,891 6,532 10,611 — Hotel improvements funded from FF&E Reserves (53,970) (34,034) (48,973) (46,361) (45,776) FF&E reserves (end of period) 53,626 53,519 64,706 48,215 50,037 SVC sale proceeds (2) — — (26,914) 26,914 — Total restricted cash (end of period) $ 53,626 $ 53,519 $ 37,792 $ 75,129 $ 50,037 (1) Includes amounts we funded into our FF&E reserves and amounts directly reimbursed to our hotel managers for capital expenditures. (2) Represents a portion of the proceeds from our sales of 20 travel centers in January 2019 restricted for the purpose of facilitating a tax deferred like-kind exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, which was completed in the second quarter of 2019. CAPITAL EXPENDITURE AND RESTRICTED CASH ACTIVITY AND RESTRICTED CASH EXPENDITURE CAPITAL Service Properties Trust 16 Supplemental Operating and Financial Data, December 31, 2019


 
PROPERTY ACQUISITION AND DISPOSITION INFORMATION SINCE JANUARY 1, 2019 (dollars in thousands except per room and per sq. ft. data) ACQUISITIONS: Number of Average Rooms or Purchase Suites (Hotels) / Price per Date Square Footage Operating Purchase Room or Suite / Acquired Properties Brand Location (Net Lease) Agreement Price (1) Square Foot 2/22/2019 1 Kimpton Hotel Palomar Washington, D.C. 335 IHG $ 141,450 $ 422 5/7/2019 1 Crowne Plaza Milwaukee, WI 198 IHG 30,000 152 8/1/2019 — Land Southington, CT — TA 66 — 9/20/2019 767 Various (2) Various 12,372,762 Various 2,482,382 201 10/9/2019 1 Kimpton Hotel Palomar Chicago, IL 261 IHG 55,000 211 Total / Weighted Average 770 794 / 12,372,762 $ 2,708,898 $285 / $201 (1) Represents cash purchase price and excludes acquisition related costs. (2) On September 20, 2019, we acquired a portfolio of net lease assets located in 45 states from SMTA. The purchase price represents our total consideration paid including transaction related costs. DISPOSITIONS: Former Average Sales Date Operating Sales Price per Disposed Properties Brand Location Square Footage Agreement Price (1) Square Foot 1/17/2019 9 TA Various (2) 250,977 Various $ 140,510 $ 560 1/23/2019 8 TA & Petro Various (2) 217,826 Various 137,810 633 1/29/2019 3 TA Various (2) 72,680 Various 29,880 411 10/22/2019 1 HOM Furniture Hermantown, MN 103,631 HOM Furniture 6,250 60 10/29/2019 1 Station Casinos Las Vegas, NV 138,558 Station Casino Inc. 57,000 411 11/14/2019 1 N/A Colby, KS 6,900 Vacant 590 86 11/25/2019 123 Various Various 2,429,333 Various 435,104 179 12/16/2019 2 Rick Johnson Auto & Tire Naples, FL 8,980 Rick Johnson Auto & Tire 1,818 202 12/30/2019 2 Pine Creek Medical Center Dallas, TX 85,839 Pine Creek Medical Center 12,250 143 1/28/2020 1 Vacant Gothenburg, NE 31,978 Vacant 585 18 2/6/2020 1 Vacant Rochester, MN 90,503 Vacant 2,600 29 2/13/2020 1 Vacant Ainsworth, NE 32,901 Vacant 775 24 2/14/2020 1 Vacant DeKalb, IL 5,052 Vacant 1,050 208 Total / Weighted Average 154 3,475,158 $ 826,222 $ 238 (1) Represents cash sales price and excludes closing related costs. PROPERTY ACQUISITION AND DISPOSITION INFORMATION SINCE JANUARY 1, 2019 SINCE JANUARY AND DISPOSITION INFORMATION ACQUISITION PROPERTY (2) We sold 20 travel centers that we had leased under our TA nos. 1, 2, 3, 4 and 5 agreements. Service Properties Trust 17 Supplemental Operating and Financial Data, December 31, 2019


 
re CALCULATION OF EBITDA, EBITDAre AND ADJUSTED EBITDAre (in thousands) For the Three Months Ended For the Year Ended December 31, 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 2019 2018 Net income (loss) $ (14,893) $ 40,074 $ 8,782 $ 225,787 $ (108,860) $ 259,750 $ 185,734 Add (Less): Interest expense 73,384 52,375 49,601 49,766 49,624 225,126 195,213 Income tax expense (benefit) 1,527 467 (260) 1,059 (754) 2,793 1,195 Depreciation and amortization 126,727 103,160 99,196 99,365 102,769 428,448 403,077 EBITDA 186,745 196,076 157,319 375,977 42,779 916,117 785,219 Add (Less): Gain on sale of real estate (1) — — — (159,535) — (159,535) — Loss on asset impairment (2) 39,296 — — — — 39,296 — AND ADJUSTED EBITDA AND EBITDAre 226,041 196,076 157,319 216,442 42,779 795,878 785,219 Add (Less): General and administrative expense paid in common shares (3) 480 1,068 865 436 909 2,849 3,187 re Estimated business management incentive fee (4) — — — — — — — Acquisition and transaction related costs (5) 1,795 — — — — 1,795 — Loss on early extinguishment of debt (6) — 8,451 — — — 8,451 160 Unrealized gains and losses on equity securities, net (7) (3,300) 3,950 60,788 (20,977) 106,085 40,461 16,737 Loss contingency (8) 1,997 — — — — 1,997 — Adjusted EBITDAre $ 227,013 $ 209,545 $ 218,972 $ 195,901 $ 149,773 $ 851,431 $ 805,303 (1) We recorded a $159,535 gain on sale of real estate during the three months ended March 31, 2019 in connection with the sales of 20 travel centers. (2) We recorded a $39,296 loss on asset impairment during the three months ended December 31, 2019 to reduce the carrying value of 19 net lease properties to their estimated fair value less costs to sell and two hotels to their estimated fair value. (3) Amounts represent the equity compensation awarded to our trustees, our officers and certain other employees of RMR LLC. (4) Incentive fees under our business management agreement with RMR LLC are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in our consolidated statements of income. In calculating net income (loss) in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, in the first, second and third quarters. Although we recognize this expense, if any, in the first, second and third quarters for purposes of calculating net income (loss), we do not include these amounts in the calculation of Adjusted EBITDAre until the fourth quarter, which is when the business management incentive fee expense amount for the year, if any, is determined. Adjusted EBITDAre includes business management incentive fee expense of $53,635 for the three months ended December 31, 2018. No business management incentive fee expense was recorded for 2019. (5) Acquisition and transaction related costs represents costs related to our exploration of possible financing transactions. (6) We recorded a loss of $8,451 on early extinguishment of debt in the three months ended September 30, 2019 related to the termination of a term loan commitment we arranged in connection with with the acquisition of a net lease portfolio. We also recorded a $160 loss on early extinguishment of debt in the three months ended June 30, 2018 in connection with the amendment of our revolving credit facility and term loan. (7) Unrealized gains and (losses) on equity securities, net represent the adjustment required to adjust the carrying value of our investments in RMR Inc., which we sold in July 2019, and TA common shares to their fair value. CALCULATION OF EBITDA, EBITDA CALCULATION (8) We recorded a $1,997 loss contingency during the three months ended December 31, 2019 for an expected settlement of a historical pension withdrawal liability for a hotel we rebranded. Service Properties Trust 18 Supplemental Operating and Financial Data, December 31, 2019


 
CALCULATION OF FFO AND NORMALIZED FFO (amounts in thousands, except per share data) For the Three Months Ended For the Year Ended December 31, 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 2019 2018 Net income (loss) $ (14,893) $ 40,074 $ 8,782 $ 225,787 $ (108,860) $ 259,750 $ 185,734 Add (Less): Depreciation and amortization 126,727 103,160 99,196 99,365 102,769 428,448 403,077 Gain on sale of real estate (1) — — — (159,535) — (159,535) — Loss on asset impairment (2) 39,296 — — — — 39,296 — Unrealized gains and losses on equity securities, net (3) (3,300) 3,950 60,788 (20,977) 106,085 40,461 16,737 FFO 147,830 147,184 168,766 144,640 99,994 608,420 605,548 Add Acquisition and transaction related costs (4) 1,795 — — — — 1,795 — Loss on early extinguishment of debt (5) — 8,451 — — — 8,451 160 Loss contingency (6) 1,997 — — — — 1,997 — Normalized FFO $ 151,622 $ 155,635 $ 168,766 $ 144,640 $ 99,994 $ 620,663 $ 605,708 Weighted average shares outstanding (basic) 164,364 164,321 164,284 164,278 164,278 164,312 164,229 Weighted average shares outstanding (diluted) 164,364 164,348 164,326 164,322 164,278 164,340 164,258 Basic and diluted per share common share amounts: Net income (loss) $ (0.09) $ 0.24 $ 0.05 $ 1.37 $ (0.66) $ 1.58 $ 1.13 FFO $ 0.90 $ 0.90 $ 1.03 $ 0.88 $ 0.61 $ 3.70 $ 3.69 CALCULATION OF FFO AND NORMALIZED FFO OF FFO CALCULATION Normalized FFO $ 0.92 $ 0.95 $ 1.03 $ 0.88 $ 0.61 $ 3.78 $ 3.69 (1) We recorded a $159,535 gain on sale of real estate in the three months ended March 31, 2019, in connection with the sales of 20 travel centers. (2) We recorded a $39,296 loss on asset impairment during the three months ended December 31, 2019 to reduce the carrying value of 19 net lease properties to their estimated fair value less costs to sell and two hotels to their estimated fair value. (3) Unrealized gains and (losses) on equity securities, net represent the adjustment required to adjust the carrying value of our investments in RMR Inc., which we sold in July 2019, and TA common shares to their fair value. (4) Acquisition and transaction related costs represents costs related to our exploration of possible financing transactions. (5) We recorded a loss of $8,451 on early extinguishment of debt in the three months ended September 30, 2019 related to the termination of a term loan commitment we arranged in connection with our acquisition of a net lease portfolio. We also recorded a $160 loss on early extinguishment of debt in the three months ended June 30, 2018 in connection with the amendment of our revolving credit facility and term loan. (6) We recorded a $1,997 loss contingency during the three months ended December 31, 2019 for an expected settlement of a historical pension withdrawal liability for a hotel we rebranded. Service Properties Trust 19 Supplemental Operating and Financial Data, December 31, 2019


 
PORTFOLIO INFORMATION Sonesta Resort Hilton Head Island, SC Operator: Sonesta Guest Rooms: 340 Service Properties Trust Supplemental Operating and Financial Data, December 31, 2019


 
PORTFOLIO SUMMARY As of December 31, 2019 (dollars in thousands) Portfolio composition (1) Number of Properties Hotel Properties 329 Net Lease Properties 816 Total Properties 1,145 Diversification Facts Net lease: 38.1% Tenants/Operators 200 PORTFOLIO SUMMARY Brands 151 Industries 24 Hotel: 61.9% States (2) 47 Investments Hotels $ 7,009,999 Net Lease Properties 5,276,139 Total Investments $ 12,286,138 (1) Annualized Minimum Return and Rent Geographical Diversification Hotels $ 617,158 Net Lease Properties 381,679 Total Annualized Minimum Returns and Rents $ 998,837 CA 10% TX 9% Minimum Return/Rent Coverage (3) Hotels 0.86x GA 6% Net Lease 2.32x Other 47% Total Portfolio 1.42x (37 States, IL 6% DC, PR, ON) Sonesta Fort Lauderdale Beach FL 4% (1) Based on the annualized Minimum Returns and Rents. Ft. Lauderdale, FL OH 4% (2) We also own one property in Washington D.C., two in Canada and one in Puerto Rico. Operator: Sonesta AZ MA NJ PA 4% (3) Coverage data amounts include data for certain properties for periods prior to when we acquired Guest Rooms: 240 4% them. 3% 3% Service Properties Trust 21 Supplemental Operating and Financial Data, December 31, 2019


 
CONSOLIDATED PORTFOLIO BY BRAND AFFILIATION As of December 31, 2019 (dollars in thousands except per room and sq. ft. data) Percent of Total Number of Percent of Percent of Number of Rooms Rooms or Suites Total Total or Suites (Hotels) / (Hotels) / Square Percent of Investment Annual Annual Number of Number of Square Footage Footage Total Per Minimum Minimum Brand Affiliation Properties Properties (Net Lease) (Net Lease) Investment (1) Investment Room / SF Return / Rent (1) Return / Rent IHG 103 9.0% 17,154 33.4 % $ 2,377,821 19.4% $ 139 $ 216,239 21.6 % Marriott 122 10.7% 17,086 33.2 % 1,859,836 15.1% 109 192,774 19.3 % Sonesta 53 4.6% 9,532 18.6 % 1,963,497 16.0% 206 146,800 14.7 % Hyatt 22 1.9% 2,724 5.3 % 301,942 2.5% 111 22,037 2.2 % Radisson 9 0.8% 1,939 3.8 % 289,139 2.4% 149 20,442 2.0 % Wyndham 20 1.7% 2,914 5.7 % 217,764 1.8% 75 18,866 1.9 % Subtotal/Average Hotels 329 28.7% 51,349 100.0 % 7,009,999 57.2% 137 617,158 61.7 % TravelCenters of America 134 11.7% 3,720,693 25.0 % 2,281,589 18.6% 613 167,990 16.8 % Petro Stopping Centers 45 3.9% 1,470,004 9.9 % 1,021,226 8.3% 695 78,099 7.8 % AMC Theatres 14 1.2% 696,471 4.7 % 123,553 1.0% 177 10,565 1.1 % The Great Escape 14 1.2% 542,666 3.6 % 98,242 0.8% 181 7,140 0.7 % Life Time Fitness 3 0.3% 420,335 2.8 % 92,617 0.8% 220 5,246 0.5 % Buehler's Fresh Foods 5 0.4% 502,727 3.4 % 76,536 0.6% 152 5,143 0.5 % Heartland Dental 59 5.2% 234,274 1.6 % 61,120 0.5% 261 4,427 0.4 % Pizza Hut 62 5.4% 174,033 1.2 % 61,434 0.5% 353 4,384 0.4 % Regal Cinemas 6 0.5% 266,546 1.8 % 44,476 0.4% 167 3,658 0.4 % Express Oil Change 23 2.0% 83,825 0.6 % 49,724 0.4% 593 3,379 0.3 % Other (2) 451 39.5% 6,775,393 45.4 % 1,365,622 10.9% 202 91,648 9.4 % CONSOLIDATED PORTFOLIO BY BRAND AFFILIATION BRAND PORTFOLIO BY CONSOLIDATED Subtotal/Average Net Lease (3) 816 71.3% 14,886,967 100.0 % 5,276,139 42.8% 354 381,679 38.3 % Total/Average 1,145 100.0% 51,349 / 14,886,967 100% / 100% $ 12,286,138 100.0% $137 / $354 $ 998,837 100.0 % (1) Includes 19 net lease properties with a carrying value of $87,493 and annual minimum rent of $5,625 we have classified as held for sale. (2) Other includes 121 distinct brands with an average investment of $11,286 and average annual minimum rent of $748. (3) The brands listed in the table above represent the top 10 net lease brands as a percentage of total annual minimum rent as of December 31, 2019. Service Properties Trust 22 Supplemental Operating and Financial Data, December 31, 2019


 
CONSOLIDATED PORTFOLIO DIVERSIFICATION BY INDUSTRY As of December 31, 2019 (dollars in thousands) Percent of Total Annualized No. of Rooms/ Percent of Total Annual Minimum Minimum Industry Properties Square Footage Investments (1) Investment Return/ Rent (1) Return/Rent 1. Hotels 329 51,349 $ 7,009,999 57.0% $ 617,158 61.7% 2. Travel Centers 182 5,238,766 3,344,496 27.2% 249,209 24.9% 3. Restaurants-Quick Service 249 748,894 313,578 2.6% 20,939 2.1% 4. Movie Theaters 25 1,273,349 211,698 1.7% 17,922 1.8% 5. Restaurants-Casual Dining 63 447,391 227,278 1.8% 13,535 1.4% 6. Health and Fitness 14 859,838 188,161 1.5% 11,166 1.1% 7. Medical/Dental Office 71 409,706 118,098 1.0% 8,895 0.9% 8. Miscellaneous Retail 19 598,731 114,433 0.9% 8,866 0.9% 9. Grocery 19 1,020,819 129,219 1.1% 8,587 0.9% 10. Automotive Parts and Service 63 210,152 96,496 0.8% 6,531 0.7% 11. Apparel 2 845,297 81,000 0.7% 5,891 0.6% 12. Automotive Dealers 9 172,251 64,756 0.5% 4,664 0.5% 13. Entertainment 4 199,853 61,436 0.5% 4,221 0.4% 14. Educational Services 9 220,758 55,647 0.4% 4,074 0.4% 15. Sporting Goods 3 331,864 52,022 0.4% 3,489 0.3% 16. Miscellaneous Manufacturing 7 763,312 32,873 0.3% 2,402 0.2% 17. Building Materials 27 458,492 31,124 0.3% 2,113 0.2% 18. Car Washes 5 41,456 28,658 0.2% 2,076 0.2% 19. Drug Stores and Pharmacies 8 82,543 23,970 0.2% 1,646 0.2% 20. Other 3 116,129 8,282 0.1% 2,502 0.3% 21. Home Furnishings 6 347,272 47,454 0.4% 1,217 0.1% 22. Legal Services 5 25,429 11,362 0.1% 993 0.1% 23. General Merchandise 3 99,233 7,492 0.1% 555 0.1% 24. Dollar Stores 3 27,593 2,971 —% 186 —% 25. Vacant 17 347,839 23,635 0.2% — —% Total 1,145 51,349 / 14,886,967 $ 12,286,138 100.0% $ 998,837 100.0% CONSOLIDATED PORTFOLIO DIVERSIFICATION BY INDUSTRY INDUSTRY BY PORTFOLIO DIVERSIFICATION CONSOLIDATED (1) Includes 19 net lease properties with a carrying value of $87,493 and annual minimum rent of $5,625 we have classified as held for sale. Service Properties Trust 23 Supplemental Operating and Financial Data, December 31, 2019


 
HOTEL PORTFOLIO BY BRAND As of December 31, 2019 (dollars in thousands) Percent of Total Number of Percent of Percent of Investment Number of Number of Rooms or Total Number of Total Hotel Per Brand Manager Hotels Hotels Suites Rooms or Suites Investment Investment Room or Suite Courtyard by Marriott® Marriott 71 21.8% 10,265 19.9% $ 1,020,831 14.4% $ 99 Royal Sonesta Hotels® Sonesta 7 2.1% 2,666 5.2% 885,655 12.5% 332 HOTEL PORTFOLIO BY BRAND PORTFOLIO BY HOTEL Sonesta ES Suites® Sonesta 39 11.9% 4,731 9.2% 649,316 9.3% 137 Crowne Plaza® IHG 11 3.3% 4,141 8.1% 643,913 9.2% 155 Candlewood Suites® IHG 61 18.5% 7,553 14.7% 603,372 8.6% 80 Residence Inn by Marriott® Marriott 35 10.6% 4,488 8.7% 562,374 8.0% 125 Kimpton® Hotels & Restaurants IHG 5 1.5% 1,421 2.8% 482,474 6.9% 340 Sonesta Hotels & Resorts® Sonesta 7 2.1% 2,135 4.2% 428,526 6.1% 201 Staybridge Suites® IHG 20 6.1% 2,481 4.8% 355,159 5.1% 143 Hyatt Place® Hyatt 22 6.7% 2,724 5.3% 301,942 4.3% 111 Radisson® Hotels & Resorts and Radisson Blu® Radisson 6 1.8% 1,509 2.9% 235,724 3.4% 156 InterContinental Hotels and Resorts® IHG 3 0.9% 804 1.6% 219,021 3.1% 272 Wyndham Hotels and Resorts® and Wyndham Grand® Wyndham 4 1.2% 1,158 2.3% 115,401 1.7% 100 Marriott® Hotel Marriott 2 0.6% 748 1.5% 131,798 1.9% 176 TownePlace Suites by Marriott® Marriott 12 3.6% 1,321 2.6% 118,926 1.7% 90 Hawthorn Suites® Wyndham 16 4.9% 1,756 3.4% 102,363 1.5% 58 Holiday Inn® IHG 3 0.9% 754 1.5% 73,883 1.1% 98 Country Inns & Suites® by Radisson Radisson 3 0.9% 430 0.8% 53,415 0.8% 124 SpringHill Suites by Marriott® Marriott 2 0.6% 264 0.5% 25,906 0.4% 98 Total/Average Hotels 329 100.0% 51,349 100.0% $ 7,009,999 100.0% $ 137 Service Properties Trust 24 Supplemental Operating and Financial Data, December 31, 2019


 
HOTEL OPERATING AGREEMENT INFORMATION As of December 31, 2019 (dollars in thousands) IHG - We lease 102 IHG branded hotels (20 Staybridge Suites®, 61 Candlewood Suites®, two InterContinental®, 11 Crowne Plaza®, three Holiday Inn® and five Kimpton® Hotels & Restaurants) in 30 states in the U.S., the District of Columbia and Ontario, Canada to one of our wholly owned taxable REIT subsidiaries, or TRSs. These 102 hotels are managed by subsidiaries of IHG under a combination management agreement. We lease one additional InterContinental® branded hotel in Puerto Rico to a subsidiary of IHG. The annual minimum return amount presented in the table on slide 22 includes $7,908 of minimum rent related to the leased Puerto Rico hotel. The management agreement and the lease expire in 2036; IHG has two renewal options for 15 years each for all, but not less than all, of the hotels. As of December 31, 2019, we held a security deposit of $75,717 under this agreement to cover payment shortfalls of our minimum return. This security deposit, if utilized, may be replenished and increased up to $100,000 from the hotels' available cash flows in excess of our minimum return and certain management fees. Under this agreement, IHG is required to maintain a minimum security deposit of $37,000. In addition to our minimum return, this management agreement provides for an annual additional return payment to us of $12,067 from the hotels' available cash flows after payment of hotel operating expenses, funding of the required FF&E reserve, if any, payment of our minimum return, payment of certain management fees and replenishment and expansion of the security deposit. In addition, the agreement provides for payment to us of 50% of the hotels' available cash flows after payment to us of the annual additional return amount. These additional return amounts are not guaranteed or secured by the security deposit we hold. Marriott - On December 31, 2019, we entered into agreements with Marriott which combined our three then existing Marriott operating agreements, historically referred to as our Marriott Nos. 1, 234 and 5 agreements, into a single portfolio for a 16-year term commencing January 1, 2020. The Marriott Nos. 1, 234 and 5 agreements included 122 hotels, provided for aggregate annual minimum returns and rents due to us of $192,774 and were scheduled to expire on December 31, 2024, 2025 and 2019, respectively. As of January 1, 2020, we leased our 122 Marriott branded hotels (two full service Marriott®, 35 Residence Inn by Marriott®, 71 Courtyard by Marriott®, 12 TownePlace Suites by Marriott® and two SpringHill Suites by Marriott® hotels) in 31 states to one of our TRSs. The hotels under the Marriott agreement are managed by subsidiaries of Marriott and require aggregate annual minimum returns of $190,573. The Marriott Agreement is scheduled to expire in 2035 and Marriott has two renewal options for 10 years each for all, but not less than all, of the hotels. We originally held a security deposit of $64,700 under this agreement to cover payment shortfalls of our minimum return. As of December 31, 2019, the available balance of this security deposit was $33,445. This security deposit may be replenished from a share of the hotels’ available cash flows in excess of our minimum return and certain management fees. Marriott has also provided us with a $30,000 limited guaranty to cover payment shortfalls up to 85% of our minimum return after the available security deposit balance has been depleted. This HOTEL OPERATING AGREEMENT INFORMATION OPERATING HOTEL limited guaranty expires in 2026. In addition to our minimum return, this agreement provides for payment to us of 60% of the hotels' available cash flows after payment of hotel operating expenses, funding of the required FF&E reserve, payment of our minimum return, payment of certain management fees and replenishment of the security deposit. This additional return amount is not guaranteed or secured by the security deposit. Service Properties Trust 25 Supplemental Operating and Financial Data, December 31, 2019


 
HOTEL OPERATING AGREEMENT INFORMATION As of December 31, 2019 (dollars in thousands) Sonesta - We lease our 53 Sonesta branded hotels (seven Royal Sonesta® Hotels, seven Sonesta Hotels & Resorts® and 39 Sonesta ES Suites® hotels) in 26 states to one of our TRSs. The hotels are managed by Sonesta under a combination management agreement which expires in 2037; Sonesta has two renewal options for 15 years each for all, but not less than all, of these 51 hotels. The remaining management agreements for two hotels expire on December 31, 2020 and include one year renewals. We have no security deposit or guaranty from Sonesta. Accordingly, payment by Sonesta of the minimum return due to us under this management agreement is limited to the hotels' available cash flows after the payment of operating expenses, including certain management fees, and we are financially responsible for operating cash flows deficits, if any. In addition to our minimum return, this management agreement provides for payment to us of 80% of the hotels' available cash flows after payment of hotel operating expenses, management fees to Sonesta, our minimum return, an imputed FF&E reserve to us and reimbursement of operating loss or working capital advances, if any. We lease 48 vacation units in the Chicago, IL Sonesta hotel to a subsidiary of Wyndham Destinations, Inc. (NYSE: WYND), or Destinations, under a lease that expires in on March 31, 2020, at which time Destinations will vacate the leased space. On February 27, 2020, we entered into a transaction agreement with Sonesta pursuant to which we and Sonesta agreed to modify our existing business arrangements, as follows: • We and Sonesta have agreed to sell, rebrand or repurpose all 39 SVC owned extended stay hotels managed by Sonesta with an aggregate carrying value of $480,547, which currently require aggregate annual minimum returns of $49,467. As the hotels are sold, rebranded or repurposed, our annual minimum returns due from Sonesta will decrease by the applicable amount allocated to each hotel; • Sonesta will continue to manage 14 full-service hotels owned by us and the annual minimum returns due for these hotels will be reduced from $99,013 to $69,013; • We received an approximately 34% equity interest in Sonesta; • The amended management agreements require that up to 5% of hotel gross revenue be escrowed for future capital expenditures as “FF&E reserves,” subject to available cash flow after payment of our minimum returns; • The performance termination provisions under the Sonesta agreements were modified to a portfolio wide performance test for determining whether the management agreement for any of our full-service hotels managed by Sonesta may be terminated for performance reasons and the non-economic provisions that previously allowed us HOTEL OPERATING AGREEMENT INFORMATION OPERATING HOTEL to terminate an individual management agreement were removed; and • The initial expiration dates of the management agreements for our full-service hotels located in Chicago, IL and Irvine, CA and managed by Sonesta were extended to align with the remainder of the Sonesta portfolio and now expire in January 2037. Except as described above, the economic terms of the Sonesta agreements are consistent with the historical Sonesta agreements. Service Properties Trust 26 Supplemental Operating and Financial Data, December 31, 2019


 
HOTEL OPERATING AGREEMENT INFORMATION As of December 31, 2019 (dollars in thousands) Hyatt - We lease our 22 Hyatt Place® branded hotels in 14 states to one of our TRSs. The hotels are managed by a subsidiary of Hyatt Hotel Corporation, or Hyatt, under a combination management agreement that expires in 2030; Hyatt has two renewal options for 15 years each for all, but not less than all, of the hotels. We have a limited guaranty of $50,000 under this agreement to cover payment shortfalls of our minimum return. As of December 31, 2019, the available Hyatt guaranty was $19,655. The guaranty is limited in amount but does not expire in time and may be replenished from a share of the hotels' available cash flows in excess of our minimum return. In addition to our minimum return, this management agreement provides for payment to us of 50% of the hotels' available cash flows after payment of operating expenses, funding the required FF&E reserve, payment of our minimum return and reimbursement to Hyatt of working capital and guaranty advances, if any. This additional return is not guaranteed. Radisson - We lease our nine Radisson branded hotels (four Radisson® Hotels & Resorts, four Country Inns & Suites® by Radisson and one Radisson Blu® hotel) in six states to one of our TRSs and these hotels are managed by a subsidiary of Radisson under a combination management agreement which expires in 2035 and Radisson has two 15 year renewal options for all, but not less than all, of the hotels. We have a limited guaranty of $47,523 under this agreement to cover payment shortfalls of our minimum return. As of December 31, 2019, the available Radisson guaranty was $41,216. The guaranty is limited in amount but does not expire in time and may be replenished from a share of the hotels' available cash flows in excess of our minimum return. In addition to our minimum return, this management agreement provides for payment to us of 50% of the hotels' available cash flows after payment of operating expenses, funding the required FF&E reserve, payment of our minimum return and reimbursement to Radisson of working capital and guaranty advances, if any. This additional return is not guaranteed. Wyndham - We lease our 20 Wyndham branded hotels (four Wyndham Hotels and Resorts® and 16 Hawthorn Suites® hotels) in 13 states to one of our TRSs. The hotels are managed by a subsidiary of Wyndham under a combination management agreement which expires in 2020. We have no guarantee or security deposit from Wyndham. Payment by Wyndham is limited to the available cash flows after payment of operating expenses. Wyndham is not entitled to any base management fees for the remainder of the agreement. HOTEL OPERATING AGREEMENT INFORMATION OPERATING HOTEL Service Properties Trust 27 Supplemental Operating and Financial Data, December 31, 2019


 
HOTEL OPERATING STATISTICS BY OPERATING AGREEMENT (COMPARABLE HOTELS) For the Three Months Ended December 31, For the Year Ended December 31, No. of No. of Rooms No. of No. of Rooms HOTELS) Hotels (1) or Suites 2019 2018 Change Hotels (1) or Suites 2019 2018 Change ADR IHG (1) 97 15,714 $ 116.34 $ 117.92 (1.3%) 96 15,597 $ 118.65 $ 120.92 (1.9%) Marriott 122 17,086 133.67 134.49 (0.6%) 122 17,086 137.47 136.65 0.6% Sonesta (2) 51 8,996 132.46 138.06 (4.1%) 51 8,996 138.62 141.62 (2.1%) Hyatt 22 2,724 103.08 106.23 (3.0%) 22 2,724 108.11 111.17 (2.8%) Radisson 9 1,939 124.29 130.50 (4.8%) 8 1,579 129.54 128.68 0.7% Wyndham 20 2,914 79.87 84.17 (5.1%) 20 2,914 82.26 85.13 (3.4%) All Hotels Total/Average 321 49,373 $ 122.55 $ 125.17 (2.1%) 319 48,896 $ 126.30 $ 127.67 (1.1%) OCCUPANCY IHG (1) 97 15,714 75.2% 74.2% 1.0 pts 96 15,597 78.1% 78.8% -0.7 pts Marriott 122 17,086 67.5% 67.3% 0.2 pts 122 17,086 71.2% 72.2% -1.0 pts Sonesta (2) 51 8,996 65.1% 63.8% 1.3 pts 51 8,996 69.1% 68.1% 1.0 pts Hyatt 22 2,724 72.5% 71.3% 1.2 pts 22 2,724 77.3% 78.2% -0.9 pts Radisson 9 1,939 68.7% 62.5% 6.2 pts 8 1,579 70.2% 69.8% 0.4 pts Wyndham 20 2,914 61.6% 55.5% 6.1 pts 20 2,914 65.9% 64.1% 1.8 pts All Hotels Total/Average 321 49,373 69.5% 68.2% 1.3 pts 319 48,896 73.0% 73.3% -0.3 pts RevPAR IHG (1) 97 15,714 $ 87.49 $ 87.50 —% 96 15,597 $ 92.67 $ 95.28 (2.7%) Marriott 122 17,086 90.23 90.51 (0.3%) 122 17,086 97.88 98.66 (0.8%) Sonesta (2) 51 8,996 86.23 88.08 (2.1%) 51 8,996 95.79 96.44 (0.7%) Hyatt 22 2,724 74.73 75.74 (1.3%) 22 2,724 83.57 86.93 (3.9%) Radisson 9 1,939 85.39 81.56 4.7% 8 1,579 90.94 89.82 1.2% Wyndham 20 2,914 49.20 46.71 5.3% 20 2,914 54.21 54.57 (0.7%) All Hotels Total/Average 321 49,373 $ 85.17 $ 85.37 (0.2%) 319 48,896 $ 92.20 $ 93.58 (1.5%) (1) Excludes eight hotels for the three months ended December 31, 2019 and ten hotels for the year ended December 31, 2019. (2) Operating data includes data for three hotels for periods prior to when these were managed by Sonesta. "ADR" is average daily rate; "RevPAR" is room revenue per available room. All operating data presented are based upon the operating results provided by our managers and tenants for the indicated periods. We have not independently verified our managers' or tenants' operating data. HOTEL OPERATING STATISTICS BY OPERATING AGREEMENT (COMPARABLE OPERATING BY STATISTICS OPERATING HOTEL Service Properties Trust 28 Supplemental Operating and Financial Data, December 31, 2019


 
HOTEL OPERATING STATISTICS BY OPERATING AGREEMENT No. of For the Three Months Ended For the Year Ended No. of Rooms or December 31, December 31, Hotels Suites 2019 2018 Change 2019 2018 Change ADR IHG (1) 103 17,154 $ 119.49 $ 122.12 (2.2%) $ 122.41 $ 125.70 (2.6%) Marriott 122 17,086 133.67 134.49 (0.6%) 137.47 136.65 0.6% Sonesta (1) (2) 53 9,532 133.54 144.80 (7.8%) 144.58 148.75 (2.8%) Hyatt 22 2,724 103.08 106.23 (3.0%) 108.11 111.17 (2.8%) Radisson (1) 9 1,939 124.29 130.50 (4.8%) 133.67 133.45 0.2% Wyndham 20 2,914 79.87 84.17 (5.1%) 82.26 85.13 (3.4%) All Hotels Total/Average 329 51,349 $ 123.78 $ 127.78 (3.1%) $ 128.76 $ 130.73 (1.5%) OCCUPANCY IHG (1) 103 17,154 72.4% 74.0% (1.6) pts 76.3% 78.4% (2.1) pts Marriott 122 17,086 67.5% 67.3% 0.2 pts 71.2% 72.2% (1.0) pts Sonesta (1) (2) 53 9,532 62.5% 63.9% (1.4) pts 68.6% 68.5% 0.1 pts Hyatt 22 2,724 72.5% 71.3% 1.2 pts 77.3% 78.2% (0.9) pts Radisson (1) 9 1,939 68.7% 62.5% 6.2 pts 71.7% 71.5% 0.2 pts Wyndham 20 2,914 61.6% 55.5% 6.1 pts 65.9% 64.1% 1.8 pts All Hotels Total/Average 329 51,349 68.2% 68.3% 0.1 pts 72.5% 73.4% (0.9) pts RevPAR IHG (1) 103 17,154 $ 86.51 $ 90.37 (4.3%) $ 93.40 $ 98.55 (5.2%) Marriott 122 17,086 90.23 90.51 (0.3%) 97.88 98.66 (0.8%) Sonesta (1) (2) 53 9,532 83.46 92.53 (9.8%) 99.18 101.89 (2.7%) Hyatt 22 2,724 74.73 75.74 (1.3%) 83.57 86.93 (3.9%) Radisson (1) 9 1,939 85.39 81.56 4.7% 95.84 95.42 0.4% Wyndham 20 2,914 49.20 46.71 5.3% 54.21 54.57 (0.7%) HOTEL OPERATING STATISTICS BY OPERATING AGREEMENT OPERATING BY STATISTICS OPERATING HOTEL All Hotels Total/Average 329 51,349 $ 84.42 $ 87.27 (3.3%) $ 93.35 $ 95.96 (2.7%) (1) Operating data includes data for certain hotels for periods prior to when we acquired them. (2) Operating data includes data for three hotels for periods prior to when these were managed by Sonesta. "ADR" is average daily rate; "RevPAR" is room revenue per available room. All operating data presented are based upon the operating results provided by our managers and tenants for the indicated periods. We have not independently verified our managers' or tenants' operating data. Service Properties Trust 29 Supplemental Operating and Financial Data, December 31, 2019


 
HOTEL COVERAGE BY OPERATING AGREEMENT (1) Number of For the Twelve Months Ended Operating Agreement Properties 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 IHG 103 0.91x 0.89x 0.97x 1.02x 1.05x Marriott 122 1.06x 1.08x 1.10x 1.12x 1.13x Sonesta 53 0.54x 0.59x 0.64x 0.65x 0.67x Hyatt 22 0.90x 0.90x 0.95x 1.00x 1.04x Radisson 9 0.93x 0.95x 0.93x 0.97x 1.11x Wyndham 20 0.50x 0.48x 0.50x 0.51x 0.56x Total Hotels 329 0.86x 0.87x 0.91x 0.95x 0.97x Number of For the Three Months Ended Operating Agreement Properties 12/31/2019 9/30/2019 6/30/2019 3/31/2019 12/31/2018 IHG 103 0.88x 0.89x 1.10x 0.76x 0.82x Marriott 122 0.86x 1.16x 1.29x 0.91x 0.96x Sonesta 53 0.31x 0.55x 0.89x 0.39x 0.53x Hyatt 22 0.69x 0.77x 1.20x 0.92x 0.71x Radisson 9 0.76x 1.38x 1.13x 0.45x 0.79x Wyndham 20 0.32x 0.70x 0.74x 0.23x 0.25x Total Hotels 329 0.72x 0.90x 1.11x 0.70x 0.77x HOTEL COVERAGE BY OPERATING AGREEMENT OPERATING COVERAGE BY HOTEL (1) Coverage amounts for our IHG, Sonesta and Radisson agreements include data for certain hotels for periods prior to when we acquired them. Coverage amounts for our Sonesta agreement include data for three hotels prior to when these were managed by Sonesta. All operating data presented are based upon the operating results provided by our managers and tenants for the indicated periods. We have not independently verified our managers' or tenants’ operating data. Service Properties Trust 30 Supplemental Operating and Financial Data, December 31, 2019


 
Net Lease Portfolio by Brand As of December 31, 2019 (dollars in thousands) Percent of Percent of Total No. of Total Annualized Annualized Brand Buildings Investment (1) Investment Minimum Rent (1) Minimum Rent Coverage (2) 1. TravelCenters of America 134 $ 2,281,589 43.2% $ 167,990 44.0% 2.02x 2. Petro Stopping Centers 45 1,021,226 19.4% 78,099 20.5% 1.70x 3. AMC Theatres 14 123,553 2.3% 10,565 2.8% 1.33x 4. The Great Escape 14 98,242 1.9% 7,140 1.9% 4.13x 5. Life Time Fitness 3 92,617 1.8% 5,246 1.4% 3.56x 6. Casual Male 1 69,973 1.3% 5,220 1.4% 1.22x 7. Buehler's Fresh Foods 5 76,536 1.5% 5,143 1.3% 2.09x 8. Heartland Dental 59 61,120 1.2% 4,427 1.2% 3.72x 9. Pizza Hut 62 61,434 1.2% 4,384 1.1% 1.35x 10. Regal Cinemas 6 44,476 0.8% 3,657 1.0% 1.84x 11. Express Oil Change 23 49,724 0.9% 3,379 0.9% 3.44x 12. Flying J Travel Plaza 3 41,681 0.8% 3,120 0.8% 3.49x 13. B&B Theatres 4 34,369 0.7% 3,100 0.8% 1.65x 14. Norms 10 53,673 1.0% 3,046 0.8% 3.43x NET LEASE PORTFOLIO BY BRAND NET LEASE PORTFOLIO BY 15. America's Auto Auction 6 34,314 0.7% 2,672 0.7% 5.20x 16. Church's Chicken 45 35,995 0.7% 2,576 0.7% 1.97x 17. Mills Fleet Farm 1 37,802 0.7% 2,571 0.7% 4.01x 18. Courthouse Athletic Club 4 39,688 0.8% 2,400 0.6% 2.29x 19. Big Al's 2 35,214 0.7% 2,336 0.6% 1.48x 20. Creme de la Creme 4 29,131 0.6% 2,208 0.6% 1.68x 21. Martin's 16 31,144 0.6% 2,080 0.5% 2.06x 22. Mister Car Wash 5 28,658 0.5% 2,076 0.5% 4.78x 23. Burger King 21 34,289 0.6% 2,054 0.5% 3.11x 24. Hardee's 19 31,844 0.6% 2,035 0.5% 0.90x 25. Popeye's Chicken & Biscuits 21 29,183 0.6% 1,943 0.5% 3.48x 26. Other (3) 289 798,664 14.9% 52,212 13.7% 3.93x Total 816 $ 5,276,139 100.0% $ 381,679 100.0% 2.32x (1) Includes 19 net lease properties with a carrying value of $87,493 and annual minimum rent of $5,625 we have classified as held for sale. (2) Coverage amounts include data for certain properties for periods prior to when we acquired them. (3) Other includes 106 distinct brands with an average investment of $2,764 per building and average annual minimum rent of $177 per lease. Service Properties Trust 31 Supplemental Operating and Financial Data, December 31, 2019


 
Net Lease Portfolio by Industry As of December 31, 2019 (dollars in thousands) Percent of Total Percent of Total Annualized Annualized Industry No. of Buildings Investment (1) Investment Minimum Rent (1) Minimum Rent Coverage (2) 1. Travel Centers 182 $ 3,344,496 63.5% $ 249,209 65.5% 1.94x 2. Restaurants-Quick Service 249 313,578 5.9% 20,939 5.6% 2.58x 3. Movie Theaters 25 211,698 4.0% 17,922 4.7% 1.50x 4. Restaurants-Casual Dining 63 227,278 4.3% 13,535 3.5% 2.43x 5. Health and Fitness 14 188,161 3.6% 11,166 2.9% 2.83x 6. Medical/Dental Office 71 118,098 2.2% 8,895 2.3% 3.75x 7. Miscellaneous Retail 19 114,433 2.2% 8,866 2.3% 3.55x 8. Grocery 19 129,219 2.4% 8,587 2.2% 2.72x 9. Automotive Parts and Service 63 96,496 1.8% 6,531 1.7% 2.85x 10. Apparel 2 81,000 1.5% 5,891 1.5% 1.54x 11. Automotive Dealers 9 64,756 1.2% 4,664 1.2% 4.54x 12. Entertainment 4 61,436 1.2% 4,221 1.1% 2.19x NET LEASE PORTFOLIO BY INDUSTRY NET LEASE PORTFOLIO BY 13. Educational Services 9 55,647 1.1% 4,074 1.1% 2.89x 14. Sporting Goods 3 52,022 1.0% 3,489 0.9% 3.44x 15. Miscellaneous Manufacturing 7 32,873 0.6% 2,402 0.6% 25.29x 16. Building Materials 27 31,124 0.6% 2,113 0.6% 3.40x 17. Car Washes 5 28,658 0.5% 2,076 0.5% 4.78x 18. Drug Stores and Pharmacies 8 23,970 0.5% 1,646 0.4% 1.79x 19. Other 3 8,282 0.2% 2,502 0.7% 1.15x 20. Home Furnishings 6 47,454 0.9% 1,217 0.3% 1.65x 21. Legal Services 5 11,362 0.2% 993 0.3% 1.45x 22. General Merchandise 3 7,492 0.1% 555 0.1% 3.27x 23. Dollar Stores 3 2,971 0.1% 186 —% 2.83x 24. Vacant 17 23,635 0.4% — —% — Total 816 $ 5,276,139 100.0% $ 381,679 100.0% 2.32x (1) Includes 19 net lease properties with a carrying value of $87,493 and annual minimum rent of $5,625 we have classified as held for sale. (2) Coverage amounts include data for certain properties for periods prior to when we assumed ownership of them. Service Properties Trust 32 Supplemental Operating and Financial Data, December 31, 2019


 
Net Lease Portfolio by Tenant (Top 10) As of December 31, 2019 (dollars in thousands) Percent of Total Percent of Total Annualized Annualized Tenant Brand Affiliation No. of Buildings Investment (1) Investment Minimum Rent (1) Minimum Rent Coverage (2) TravelCenters of America / 1. TravelCenters of America Inc. Petro Stopping Centers 179 $ 3,302,815 62.6% $ 246,088 64.5% 1.92x (3) (4) 2. Universal Pool Co., Inc. The Great Escape 14 98,242 1.9% 7,140 1.9% 4.13x 3. Healthy Way of Life II, LLC Life Time Fitness 3 92,617 1.8% 5,246 1.4% 3.56x (3) 4. Destination XL Group, Inc. Casual Male 1 69,973 1.3% 5,221 1.4% 1.22x 5. Styx Acquisition, LLC Buehler's Fresh Foods 5 76,536 1.5% 5,143 1.3% 2.09x (3) 6. Professional Resource Development, Inc. Heartland Dental 59 61,120 1.2% 4,427 1.2% 3.72x 7. Carmike Cinemas LLC AMC Theaters 7 48,120 0.9% 4,158 1.1% 1.71x 8. Regal Cinemas, Inc. Regal Cinemas 6 44,476 0.8% 3,658 1.0% 1.84x 9. Eastwynn Theaters, Inc. AMC Theaters 5 41,771 0.8% 3,541 0.9% 0.87x 10. Express Oil Change, LLC Express Oil Change 23 49,724 0.9% 3,379 0.9% 3.44x Sub-total, Top 10 302 3,885,394 73.7% 288,001 75.6% 1.88x NET LEASE PORTFOLIO BY TENANT (TOP 10) TENANT (TOP NET LEASE PORTFOLIO BY 11. Other (5) Various 514 1,390,745 26.3% 93,678 24.4% 3.30x Total 816 $ 5,276,139 100.0% $ 381,679 100.0% 2.32x (1) Includes 19 net lease properties with a carrying value of $87,493 and annual minimum rent of $5,625 we have classified as held for sale. (2) Coverage amounts include data for certain properties for periods prior to when we assumed ownership of them. (3) Leases subject to full or partial guarantee. (4) TA is our largest tenant. As of December 31, 2019, we leased 179 travel centers (134 under the TravelCenters of America brand and 45 under the Petro Stopping Centers brand) to a subsidiary of TA under five master leases that expire in 2029, 2031, 2032, 2033 and 2035, respectively. TA has two renewal options for 15 years each for all of the travel centers. In addition to the payment of our minimum rent, these leases provide for payment to us of percentage rent based on increases in total non-fuel revenues over base levels (3% of non-fuel revenues above threshold amounts defined in the agreements). Commencing in 2020, these leases provide for payment of an additional half percent (0.5%) of non-fuel revenues above 2019 non-fuel base revenues. TA's remaining deferred rent obligation of $57,247 is due in quarterly installments of $4,400 through January 31, 2023. (5) Other includes 184 tenants with an average investment of $7,558 and average annual minimum rent of $509. Service Properties Trust 33 Supplemental Operating and Financial Data, December 31, 2019


 
NET LEASE PORTFOLIO - EXPIRATION SCHEDULE As of 12/31/2019 (dollars in thousands) Percent of Total Cumulative % of Square Annualized Minimum Annualized Minimum Total Minimum Year (1) Feet Rent Expiring (2) Rent Expiring Rent Expiring 2020 423,734 $ 5,860 1.5% 1.5% 2021 655,606 7,755 2.0% 3.5% 2022 905,744 10,827 2.8% 6.3% 2023 155,619 2,746 0.7% 7.0% 2024 694,836 9,612 2.5% 9.5% 2025 485,411 12,275 3.2% 12.7% 2026 1,603,671 14,610 3.8% 16.5% 2027 1,146,673 13,077 3.4% 19.9% 2028 412,079 7,376 1.9% 21.8% 2029 1,326,015 47,589 12.5% 34.3% 2030 171,295 3,649 1.0% 35.3% 2031 1,455,097 51,271 13.4% 48.7% 2032 1,131,435 50,433 13.3% 62.0% 2033 1,093,402 50,962 13.4% 75.4% 2034 310,042 9,426 2.5% 77.9% 2035 2,257,031 79,947 21.0% 98.9% 2036 264,727 3,536 0.9% 99.8% 2037 — — —% 99.8% 2038 10,183 409 0.1% 99.9% 2039 34,789 252 0.1% 100.0% 2040 1,739 67 0.0% 100.0% NET LEASE PORTFOLIO - EXPIRATION SCHEDULE NET LEASE PORTFOLIO - EXPIRATION Total 14,539,128 $ 381,679 100.0% Weighted Average Lease Term 9.40 11.35 (1) The year of lease expiration is pursuant to contract terms. (2) Includes 19 net lease properties with a carrying value of $87,493 and annual minimum rent of $5,625 we have classified as held for sale. Service Properties Trust 34 Supplemental Operating and Financial Data, December 31, 2019


 
NET LEASE PORTFOLIO - OCCUPANCY AND LEASING SUMMARY (dollars in thousands) As of and For the Three Months Ended 12/31/2019 9/30/2019 (1) Properties (end of period) 816 946 Total square feet 14,886,967 17,563,459 Square feet leased 14,539,128 17,238,100 Percentage leased 98 % 98% Leasing activity (Sq. ft): New Leases — — Renewals 217,807 — Rent Resets — — Total 217.807 — % Change in GAAP rent: New Leases — — Renewals (0.75)% —% Rent Resets — — Total (0.75)% —% Leasing Costs and Concession Commitments: New Leases $ — $ — Renewals 551 — Total $ 551 $ — Leasing Costs and Concession Commitments per Square Foot: New Leases $ — $ — Renewals 2.53 — Total $ 2.53 $ — Weighted Average Lease Term by Sq. Ft (Years): New Leases — — Renewals 8.1 — Total 8.1 — Leasing Costs and Concession Commitments per Square Foot per Year: New Leases $ — $ — Renewals 0.31 — Total $ 0.31 $ — NET LEASE PORTFOLIO - OCCUPANCY AND LEASING SUMMARY NET LEASE PORTFOLIO - OCCUPANCY 1. Includes 179 travel centers and the net lease properties acquired in the SMTA Transaction on September 20, 2019. Service Properties Trust 35 Supplemental Operating and Financial Data, December 31, 2019


 
NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS Non-GAAP Financial Measures We present certain “non-GAAP financial measures” within the meaning of applicable Securities and Exchange Commission, or SEC, rules, including EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Normalized FFO. 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 our operating performance or as measures of our liquidity. These measures should be considered in conjunction with net income (loss) as presented in our consolidated statements of income. We consider these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). We believe 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 our operating performance between periods and with other REITs. EBITDA, EBITDAre and Adjusted EBITDAre: We calculate earnings before interest, taxes, depreciation and amortization, or EBITDA, EBITDA for real estate, or EBITDAre, and Adjusted EBITDAre as shown on page 18. EBITDAre is calculated on the basis defined by The National Association of Real Estate Investment Trusts, or Nareit, which is EBITDA, excluding gains and losses on the sale of real estate, loss on impairment of real estate assets, if any, as well as certain other adjustments currently not applicable to us. In calculating Adjusted EBITDAre, we adjust for the items shown on page 18 and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. Other real estate companies and REITs may calculate EBITDA, EBITDAre and Adjusted EBITDAre differently than we do. FFO and Normalized FFO: We calculate funds from operations, or FFO, and Normalized FFO as shown on page 19. FFO is calculated on the basis defined by Nareit, which is net income (loss), calculated in accordance with GAAP, excluding any gain or loss on sale of properties and loss on impairment of real estate assets, if any, plus real estate depreciation and amortization, less any unrealized gains and losses on equity securities, as well as certain other adjustments currently not applicable to us. In calculating Normalized FFO, we adjust for the item shown on page 19 and include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as an expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business management incentive fees will be payable when all contingencies for determining such fees are known at the end of the calendar year. FFO and Normalized FFO are among the factors considered by our Board of Trustees when determining the amount of distributions to our shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in our credit agreement and public debt covenants, the availability to us of debt and equity capital, our distribution rate as a percentage of the trading price of our common shares, or dividend yield, and to the dividend yield of other REITs, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than we do. Other Definitions Adjusted Total Assets and Total Unencumbered Assets: Adjusted total assets and total unencumbered assets include original cost of real estate assets calculated in accordance with GAAP before impairment write-downs, if any, and exclude depreciation and amortization, accounts receivable and intangible assets. Annualized Dividend Yield: Annualized dividend yield is the annualized dividend paid during the period divided by the closing price of our common shares at the end of the period. Comparable Hotels Data: We present RevPAR, ADR and occupancy for the periods presented on a comparable basis to facilitate comparisons between periods. We generally define comparable hotels as those that we owned and were open and operating for the entire periods being compared. For the three months ended December 31, 2019 and 2018, we excluded eight hotels from our comparable results. Four of these hotels were not owned for the entire periods and four were closed for major renovations during part of the periods presented. For the years ended December 31, 2019 and 2018, we excluded ten hotels from our comparable results. Six of these hotels were not owned for the entire periods and four were closed for major renovations during part of the periods presented. NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS AND CERTAIN MEASURES FINANCIAL NON-GAAP Service Properties Trust 36 Supplemental Operating and Financial Data, December 31, 2019


 
NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS (continued) Consolidated Income Available for Debt Service: Consolidated income available for debt service is earnings from operations excluding interest expense, unrealized gains and losses on equity securities, depreciation and amortization, loss on asset impairment, unrealized appreciation on assets held for sale, gains and losses on early extinguishment of debt, gains and losses on sales of property and amortization of deferred charges. Coverage: We define hotel coverage as total hotel revenues minus all hotel expenses and FF&E reserve escrows which are not subordinated to minimum returns due to SVC divided by the minimum returns or rents due to SVC. We define net lease coverage as earnings before interest, taxes, depreciation, amortization and rent, or EBITDAR, divided by the annual minimum rent due to us 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 us. Tenants that do not report operating information are excluded from the coverage calculations. Debt: Debt amounts reflect the principal balance as of the date reported. Net debt means total debt less unrestricted cash and cash equivalents as of the date reported. FF&E Reserve: Most of our hotel operating agreements require the deposit of a percentage of gross hotel revenues into escrows to fund FF&E reserves. We own all the FF&E reserve escrows for our hotels. Our net lease agreements do not require FF&E escrow deposits; however, certain tenants may request that we fund capital improvements in return for increases in the annual minimum rent. Our tenants are generally not obligated to request and we are not obligated to fund any such improvements. FF&E Reserve Deposits Not Funded by Hotel Operations: The operating agreements for our hotels generally provide that, if necessary, we will provide FF&E funding in excess of escrowed reserves. To the extent we make such fundings, our contractual annual minimum returns or rents generally increase by a percentage of the amounts we fund. Gross Book Value of Real Estate Assets: Gross book value of real estate assets is real estate properties at cost plus acquisition related costs, if any, before purchase price allocations, less impairment write-downs, if any. Investment: We define hotel investment as historical cost of our properties plus capital improvements funded by us less impairment write-downs, if any, and excludes capital improvements made from FF&E reserves funded from hotel operations that do not result in increases in minimum returns or rents. We define net lease investment as historical cost of our properties plus capital improvements funded by us less impairment write-downs, if any. Minimum Return/Rent: Each of our management agreements or leases with hotel operators provides for payment to us of an annual minimum return or minimum rent, respectively. Certain of these minimum payment amounts are secured by full or limited guarantees or security deposits. In addition, certain of our hotel management agreements provide for payment to us of additional amounts to the extent of available cash flows as defined in the management agreement. Payments of these additional amounts are not guaranteed or secured by deposits. Each of our agreements with our net lease tenants provides for payment to us of minimum rent. Certain of these minimum payment amounts are secured by full or limited guarantees. Annualized minimum rent amounts represent cash rent amounts due to us and exclude adjustments, if any, necessary to record scheduled rent changes under certain of our leases, the deferred rent obligations payable to us under our leases with TA and the estimated future payments to us under our TA leases for the cost of removing underground storage tanks at our travel centers on a straight line basis or any reimbursement of expenses paid by us. SMTA Transaction: On September 20, 2019, we acquired 767 net lease properties from Spirit MTA REIT, a Maryland REIT, (NYSE: SMTA), or SMTA, located in 45 states, for an aggregate transaction value of $2.5 billion. NON-GAAP FINANCIAL MEASURES AND CERTAIN DEFINITIONS AND CERTAIN MEASURES FINANCIAL NON-GAAP Total Gross Assets: Total gross assets is total assets plus accumulated depreciation. Service Properties Trust 37 Supplemental Operating and Financial Data, December 31, 2019


 
Warning Concerning Forward-Looking Statements This supplemental operating and financial data may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Whenever we use words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur. Actual results may differ materially from those contained in or implied by our forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, some of which are beyond our control. The information contained in our filings with the SEC, including under “Risk Factors” in our periodic reports, or incorporated therein, identifies important factors that could cause our actual results to differ materially from those stated in or implied by our forward-looking statements. Our filings with the SEC are available on the SEC's website at www.sec.gov. You should not place undue reliance upon our forward-looking statements. Except as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events or otherwise. WARNING CONCERNING FORWARD-LOOKING STATEMENTS CONCERNING FORWARD-LOOKING WARNING Service Properties Trust 38 Supplemental Operating and Financial Data, December 31, 2019