SVC 10-Q
Service Properties Trust (SVC)
10-Q
2025-08-05
For: 2025-06-30
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2025
OR
Commission File Number 1-11527
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of each Exchange on which Registered | ||||||||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Number of registrant’s common shares of beneficial interest, $.01 par value per share, outstanding as of August 1, 2025: 166,860,830 .
SERVICE PROPERTIES TRUST
FORM 10-Q
June 30, 2025
INDEX
| Page | ||||||||
References in this Quarterly Report on Form 10-Q to the Company, SVC, we, us or our include Service Properties Trust and its consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.
2
Part I. Financial Information
Item 1. Financial Statements
SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
(unaudited)
| June 30, 2025 | December 31, 2024 | |||||||||||||
| ASSETS | ||||||||||||||
| Real estate properties: | ||||||||||||||
| Land | $ | $ | ||||||||||||
| Buildings, improvements and equipment | ||||||||||||||
| Total real estate properties, gross | ||||||||||||||
| Accumulated depreciation | ( | ( | ||||||||||||
| Total real estate properties, net | ||||||||||||||
| Acquired real estate leases and other intangibles, net | ||||||||||||||
Assets of properties held for sale | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Restricted cash | ||||||||||||||
| Equity method investment | ||||||||||||||
| Due from related persons | ||||||||||||||
| Other assets, net | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
| Unsecured debt, net | $ | $ | ||||||||||||
| Secured debt, net | ||||||||||||||
| Accounts payable and other liabilities | ||||||||||||||
| Due to related persons | ||||||||||||||
Liabilities of properties held for sale | ||||||||||||||
| Total liabilities | ||||||||||||||
| Commitments and contingencies | ||||||||||||||
| Shareholders’ equity: | ||||||||||||||
Common shares of beneficial interest, $ | ||||||||||||||
| Additional paid in capital | ||||||||||||||
| Cumulative other comprehensive income | ||||||||||||||
| Cumulative net income | ||||||||||||||
| Cumulative common distributions | ( | ( | ||||||||||||
| Total shareholders’ equity | ||||||||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands, except per share data)
(unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Rental income | ||||||||||||||||||||||||||
| Total revenues | ||||||||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| Net lease operating expenses | ||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Transaction related costs | ||||||||||||||||||||||||||
| Loss on asset impairment | ||||||||||||||||||||||||||
| Total expenses | ||||||||||||||||||||||||||
| (Loss) gain on sale of real estate, net | ( | ( | ( | |||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||
Interest expense (including amortization of debt issuance costs, discounts and premiums of $ | ( | ( | ( | ( | ||||||||||||||||||||||
| Loss on early extinguishment of debt, net | ( | ( | ||||||||||||||||||||||||
| Loss before income tax expense and equity in losses of an investee | ( | ( | ( | ( | ||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Equity in losses of an investee | ( | ( | ( | ( | ||||||||||||||||||||||
| Net loss | ( | ( | ( | ( | ||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||
| Equity interest in investee’s unrealized gains (losses) | ( | ( | ||||||||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ||||||||||||||||||||||||
| Comprehensive loss | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
| Weighted average common shares outstanding (basic and diluted) | ||||||||||||||||||||||||||
| Net loss per common share (basic and diluted) | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(dollars in thousands)
(unaudited)
| Number of Shares | Common Shares | Cumulative Common Distributions | Additional Paid in Capital | Cumulative Net Income | Cumulative Other Comprehensive Income | Total | |||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Equity interest in investee’s unrealized gains | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Common share grants | — | — | — | — | |||||||||||||||||||||||||||||||||||||
| Common share repurchases | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Common share forfeitures | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | ( | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Equity interest in investee’s unrealized gains | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Common share grants | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Common share repurchases | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Common share forfeitures | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Equity interest in investee’s unrealized losses | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Common share grants | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Common share repurchases | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | ( | ||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Equity interest in investee’s unrealized losses | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
| Common share grants | — | — | — | ||||||||||||||||||||||||||||||||||||||
| Common share repurchases | ( | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Distributions | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Net loss | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Net amortization of debt issuance costs, discounts and premiums as interest | ||||||||||||||
| Straight line rental income | ( | ( | ||||||||||||
| Loss on early extinguishment of debt, net | ||||||||||||||
| Loss on asset impairment | ||||||||||||||
| Equity in losses of an investee | ||||||||||||||
| (Gain) loss on sale of real estate, net | ( | |||||||||||||
| Other non-cash income, net | ( | ( | ||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Due from related persons | ( | ( | ||||||||||||
| Other assets | ( | |||||||||||||
| Accounts payable and other liabilities | ( | ( | ||||||||||||
| Due to related persons | ( | |||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Real estate improvements | ( | ( | ||||||||||||
| Hotel managers’ purchases with restricted cash | ( | ( | ||||||||||||
| Real estate acquisitions and deposits | ( | |||||||||||||
| Net proceeds from sale of real estate | ||||||||||||||
| Investment in Sonesta | ( | |||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Repayment of mortgage notes payable | ( | ( | ||||||||||||
| Proceeds from senior unsecured notes, net of discounts | ||||||||||||||
| Repayments of senior unsecured notes | ( | |||||||||||||
| Borrowings under variable funding note | ||||||||||||||
| Borrowings under revolving credit facility | ||||||||||||||
| Repayments of revolving credit facility | ( | |||||||||||||
| Payment of debt issuance costs | ( | ( | ||||||||||||
| Repurchase of common shares | ( | ( | ||||||||||||
| Distributions to common shareholders | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Decrease in cash and cash equivalents and restricted cash | ( | ( | ||||||||||||
| Cash and cash equivalents and restricted cash at beginning of period | ||||||||||||||
| Cash and cash equivalents and restricted cash at end of period | $ | $ | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(dollars in thousands)
(unaudited)
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Supplemental cash flow information: | ||||||||||||||
| Cash paid for interest | $ | $ | ||||||||||||
| Cash paid for income taxes | $ | $ | ||||||||||||
| Non-cash investing activities: | ||||||||||||||
| Real estate improvements accrued, not paid | $ | $ | ||||||||||||
| Non-cash financing activities: | ||||||||||||||
| Extinguishment of senior unsecured notes | $ | $ | ( | |||||||||||
| Supplemental disclosure of cash and cash equivalents and restricted cash: | ||||||||||||||
| The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows: | ||||||||||||||
As of June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Restricted cash (1) | ||||||||||||||
| Total cash and cash equivalents and restricted cash | $ | $ | ||||||||||||
(1)Restricted cash consists of amounts escrowed pursuant to the terms of our hotel management agreements to fund capital improvements at our hotels and amounts escrowed as required by certain of our debt agreements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(unaudited)
Note 1. Organization and Basis of Presentation
Service Properties Trust, or we, us or our, is a real estate investment trust, or REIT, organized on February 7, 1995 under the laws of the State of Maryland, which invests in hotels and service-focused retail net lease properties. At June 30, 2025, we owned, directly and through our subsidiaries, 200 hotels and 742 service-focused retail net lease properties.
Basis of Presentation
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our condensed consolidated financial statements include the allowance for credit losses, purchase price allocations, useful lives of fixed assets and impairment of real estate and related intangibles.
Note 2. Recent Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update, or ASU, No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU No. 2023-09, which requires public entities to enhance its annual income tax disclosures by requiring: (i) consistent categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our condensed consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, or ASU 2024-03, which requires public entities to disclose specific expense categories such as employee compensation, depreciation and intangible asset amortization. These details must be presented in a tabular format in the notes to financial statements for both interim and annual reporting periods. ASU 2024-03 is required to be applied prospectively but can be applied retrospectively, and is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact ASU 2024-03 will have on our condensed consolidated financial statements.
8
SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Note 3. Revenue Recognition
We report hotel operating revenues for managed hotels in our condensed consolidated statements of comprehensive income (loss). We generally recognize hotel operating revenues, consisting primarily of room and food and beverage sales, when goods and services are provided.
Note 4. Per Common Share Amounts
We calculate basic earnings per common share using the two class method. We calculate diluted earnings per common share using the more dilutive of the two class method or the treasury stock method. Unvested common share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per common share. For the three and six months ended June 30, 2025 and 2024, there were no
Note 5. Real Estate Properties
As of June 30, 2025, we owned 200 hotels with an aggregate of 35,101 rooms or suites and 742 service-focused retail net lease properties with an aggregate of 13,162,020 square feet that are primarily subject to “triple net” leases, or net leases where the tenant is generally responsible for payment of operating expenses and capital expenditures of the property during the lease term. Our properties had an aggregate undepreciated book value of $9,541,028 , including $1,689,398 related to properties classified as held for sale as of June 30, 2025.
We funded capital improvements to certain of our properties of $84,944 and $135,124 during the six months ended June 30, 2025 and 2024, respectively.
9
SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Acquisitions
During the six months ended June 30, 2025, we acquired seven net lease properties with a total of 83,436 square feet for a combined purchase price of $29,923 , excluding closing costs. We accounted for these transactions as acquisitions of assets and allocated the purchase price based on the estimated fair value of the acquired assets as follows:
| Quarter Acquired | Property Type | Number of Properties | Square Feet | Purchase Price (1) | Land | Buildings, Improvements and Equipment | Acquired Real Estate Leases | |||||||||||||||||||||||||||||||||||||
| Q2 2025 | Net Lease | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
(1)Purchase price is the gross contract price, plus closing costs of $226 .
From July 1, 2025 through August 1, 2025, we acquired seven net lease properties with a total of 54,141 square feet for a combined purchase price of $14,524 , excluding closing costs. We have also entered into agreements to acquire six net lease properties with a total of 13,250 square feet for a combined purchase price of $10,254 , excluding closing costs. These pending acquisitions are subject to conditions; accordingly, we cannot be sure that we will complete these acquisitions, that these acquisitions will not be delayed or that the terms will not change.
Dispositions
During the six months ended June 30, 2025, we sold 13 properties for a combined sales price of $49,296 , excluding closing costs. The sales of these properties as presented in the table below do not represent significant dispositions, individually or in the aggregate, nor do they represent a strategic shift in our business. As a result, the results of the operations of these properties are included in continuing operations through the date of sale in our condensed consolidated statements of comprehensive income (loss).
| Quarter Sold | Property Type | Number of Properties | Rooms or Suites / Square Feet | Gross Sales Price (1) | Gain (Loss) on Sale of Real Estate, net | |||||||||||||||||||||||||||
| Q1 2025 | Hotel | $ | $ | |||||||||||||||||||||||||||||
| Q1 2025 | Net Lease | |||||||||||||||||||||||||||||||
| Q2 2025 | Hotel | |||||||||||||||||||||||||||||||
| Q2 2025 | Net Lease | ( | ||||||||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||||||||
(1)Gross sales price is the gross contract price, excluding closing costs.
As of June 30, 2025, we had 116 hotels with a total of 15,159 keys and nine net lease properties with a total of 123,656 square feet classified as held for sale. See Note 14 for further information on certain of these properties. The following table summarizes the major class of assets and liabilities by our hotel investments and net lease investments segments as of June 30, 2025:
| As of June 30, 2025 | ||||||||||||||||||||
| Hotels | Net Lease | Total | ||||||||||||||||||
| Assets of properties held for sale: | ||||||||||||||||||||
| Real estate properties, net | $ | $ | $ | |||||||||||||||||
Other assets, net (1) | ||||||||||||||||||||
| Total assets of properties held for sale | $ | $ | $ | |||||||||||||||||
| Liabilities of properties held for sale: | ||||||||||||||||||||
| Accounts payable and other liabilities | $ | $ | $ | |||||||||||||||||
| Total liabilities of properties held for sale | $ | $ | $ | |||||||||||||||||
(1) Other assets, net includes working capital of $15,298 for our hotel investments segment as described in Note 6.
10
SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
From July 1, 2025 through August 1, 2025, we sold two hotels with a total of 234 keys for a combined sales price of $13,100 , excluding closing costs, and one net lease property with 33,106 square feet for a sales price of $850 , excluding closing costs. We have also entered into agreements to sell 114 hotels with a total of 14,925 keys for a combined sales price of $919,952 , excluding closing costs, and two net lease properties with 10,301 square feet for a combined sales price of $1,395 , excluding closing costs. These pending sales are subject to conditions; accordingly, we cannot be sure that we will complete these sales, that these sales will not be delayed or that the terms will not change. We are at various stages of selling six net lease properties with a total of 80,249 square feet. We believe it is probable that the sales of the 114 hotel properties will be completed in the second half of 2025 and the sales of the remainder of these properties will be completed within one year.
Note 6. Management Agreements and Leases
As of June 30, 2025, we owned 200 hotels included in four operating agreements and 742 service-focused retail net lease properties leased to 174 tenants. We do not operate any of our properties.
As of June 30, 2025, all 200 of our hotels were managed by subsidiaries of the following companies: Sonesta (175 hotels), Hyatt Hotels Corporation, or Hyatt (17 hotels), Radisson Hospitality, Inc., or Radisson (seven hotels), and InterContinental Hotels Group, plc, or IHG (one hotel). As of June 30, 2025, our 742 service-focused retail net lease properties were leased by 174 tenants, including 175 travel centers leased to TravelCenters of America Inc., or TA, our largest tenant. Hereinafter, these companies are sometimes referred to as our managers and/or tenants, or collectively, operators.
Hotel Agreements
Sonesta Agreement
As of June 30, 2025, Sonesta managed 39 of our full service hotels, 98 of our extended stay hotels and 38 of our select service hotels pursuant to management agreements for all of the hotels, which we collectively refer to as our Sonesta agreement. As of June 30, 2025, the hotels Sonesta managed for us comprised approximately 49.8 % of our total historical real estate investments.
Our Sonesta agreement, which expires on January 31, 2037 and includes two 15 -year renewal options, provides that we are paid an annual owner’s priority return if gross revenues of the hotels, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), are sufficient to do so. The Sonesta agreement further provides that we are paid an additional return equal to 80 % of the operating profits, as defined therein, after paying the owner’s priority return, reimbursing owner or manager advances, funding FF&E reserves and paying Sonesta’s incentive fee, if applicable. We do not have any security deposits or guarantees for our Sonesta hotels. We realized returns under our Sonesta agreement of $65,518 and $75,130 during the three months ended June 30, 2025 and 2024, respectively, and $83,687 and $102,505 during the six months ended June 30, 2025 and 2024, respectively.
Our Sonesta agreement requires us to fund capital expenditures made at our hotels. We incurred capital expenditures for hotels included in our Sonesta agreement in an aggregate amount of $78,807 and $106,366 during the six months ended June 30, 2025 and 2024, respectively, which resulted in increases in our contractual annual owner’s priority returns of $4,728 and $6,382 , respectively. Our annual priority return under our Sonesta agreement as of June 30, 2025 was $355,093 . We owed Sonesta $6,864 and $18,199 for capital expenditures and other reimbursements at June 30, 2025 and December 31, 2024, respectively. Sonesta owed us $29,219 and $3,911 in owner’s priority returns and other amounts as of June 30, 2025 and December 31, 2024, respectively. Amounts due from Sonesta are included in due from related persons and amounts owed to Sonesta are included in due to related persons in our condensed consolidated balance sheets. Our Sonesta agreement requires that 5 % of the hotel gross revenues be escrowed for future capital expenditures as FF&E reserves, subject to available cash flows after payment of the owner’s priority returns due to us. No FF&E escrow deposits were required during either of the three or six months ended June 30, 2025 or 2024.
11
SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Pursuant to our Sonesta agreement, we incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing programs and third-party reservation transmission fees of $31,883 and $32,969 for the three months ended June 30, 2025 and 2024, respectively, and $58,159 and $59,984 for the six months ended June 30, 2025 and 2024, respectively. These fees and costs are included in hotel operating expenses in our condensed consolidated statements of comprehensive income (loss). In addition, we incurred procurement and construction supervision fees payable to Sonesta of $625 and $587 for the three months ended June 30, 2025 and 2024, respectively, and $1,246 and $987 for the six months ended June 30, 2025 and 2024, respectively, which amounts have been capitalized in our condensed consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets.
We are required to maintain working capital for each of our hotels managed by Sonesta and have advanced a fixed amount based on the number of rooms in each hotel to meet the cash needs for hotel operations. As of June 30, 2025 and December 31, 2024, we had advanced $45,694 and $46,466 , respectively, of initial working capital to Sonesta net of any working capital returned to us on termination of the applicable management agreements in connection with hotels we have sold. These amounts are included in other assets, net and assets of properties held for sale, as applicable, in our condensed consolidated balance sheets. Any remaining working capital would be returned to us upon termination in accordance with the terms of our Sonesta agreement.
Of the 175 hotels managed by Sonesta pursuant to our Sonesta agreement, we have identified 122 hotels to sell in 2025 with a total of 15,931 keys. As of August 1, 2025, we sold eight of these hotels with a total of 1,006 keys for a combined sales price of $45,600 , excluding closing costs, and entered into agreements to sell the remaining 114 hotels with a total of 14,925 keys for a combined sales price of $919,952 , excluding closing costs. We and Sonesta have agreed to amend and restate our existing management agreements for the 59 retained hotels managed by Sonesta and waive any termination fees under the existing Sonesta agreements associated with the sale of the 122 hotels. Among other things, the changes to the agreements between us and Sonesta are as follows:
•Each retained hotel will have its own individual management agreement, performance under which shall not be subject to pooling, cross-default, or similar contractual ties across more than one hotel,
•The initial term of each management agreement will be for a period of 15 years and may be renewed for two additional terms of ten years each,
•Fees payable by us will be modified to provide better alignment with market terms, which modifications are not expected to result in any material cost impact to us, and
•Performance provisions will be aligned with individual hotel measurement for both termination rights and incentive fees, both based on current estimated value rather than historical cost.
See Notes 7 and 11 for further information regarding our relationships, agreements and transactions with Sonesta.
Hyatt Agreement
As of June 30, 2025, Hyatt managed 17 of our select service hotels pursuant to a portfolio management agreement that expires on March 31, 2031, or our Hyatt agreement, and provides that, as of June 30, 2025, we are to be paid an annual owner’s priority return of $17,400 . Any returns we receive from Hyatt are currently limited to the hotels’ available cash flows, if any, after payment of operating expenses. Hyatt has provided us with a $30,000 limited guarantee for 75 % of the aggregate annual owner’s priority returns due to us that became effective upon substantial completion of planned renovations of the hotels, which occurred in January 2025. We realized returns under our Hyatt agreement of $3,263 and $3,314 during the three months ended June 30, 2025 and 2024, respectively, and $6,390 and $2,206 during the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for this period, and we reduced hotel operating expenses by $654 , to record the guaranteed amount of the shortfall due from Hyatt. The available balance of the guaranty was $29,346 as of June 30, 2025. During the six months ended June 30, 2025 and 2024, we incurred capital expenditures for certain hotels included in our Hyatt agreement of $1,968 and $23,377 , respectively.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Radisson Agreement
As of June 30, 2025, Radisson managed seven of our full service hotels pursuant to a portfolio management agreement that expires on July 31, 2031, or our Radisson agreement, and provides that we are to be paid an annual owner’s priority return of $10,911 . Radisson has provided us with a $22,000 limited guarantee for 75 % of the aggregate annual owner’s priority returns due to us. We realized returns under our Radisson agreement of $2,038 and $1,789 during the three months ended June 30, 2025 and 2024, respectively, and $3,441 and $3,240 during the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for the period, and we reduced hotel operating expenses by $2,820 , to record the guaranteed amount of the shortfalls due from Radisson. The available balance of the guaranty was $18,530 as of June 30, 2025. We did not incur any capital expenditures during the six months ended June 30, 2025 for the hotels included in our Radisson agreement. During the six months ended June 30, 2024, we incurred capital expenditures of $544 for the hotels included in our Radisson agreement, which resulted in an increase in our contractual owner’s priority returns of $32 .
IHG Agreement
Our management agreement with IHG for one hotel expires on January 31, 2026 and we have an option to extend the term for one year . We realized returns under our management agreement with IHG of $776 and $1,536 during the three months ended June 30, 2025 and 2024, respectively, and $3,019 and $3,129 during the six months ended June 30, 2025 and 2024, respectively. Any returns we receive from IHG are limited to the hotel’s available cash flows, if any, after payment of operating expenses. During the six months ended June 30, 2025 and 2024, we incurred capital expenditures of $1,023 and $221 , respectively, for the hotel included in our IHG agreement.
Net Lease Portfolio
As of June 30, 2025, we owned 742 service-focused retail net lease properties with an aggregate of 13,162,020 square feet with leases requiring annual minimum rents of $386,521 with a weighted (by annual minimum rents) average remaining lease term of 7.6 years. Our net lease properties were 97.3 % occupied and leased by 174 tenants operating under 136 brands in 21 distinct industries.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
TA Leases
As of June 30, 2025, TA is our largest tenant, representing 28.7 % of our total historical real estate investments. We lease to TA a total of 175 travel centers under five master leases that expire in 2033, or our TA leases, subject to TA’s right to extend those leases, and require annual minimum rents of $264,262 as of June 30, 2025. TA receives a monthly rent credit totaling $25,000 per year over the 10-year initial term of the TA leases as a result of rent it prepaid.
Our TA leases are “triple net” leases that require TA to pay all costs incurred in the operation of the leased travel centers, including personnel, utility, inventory, customer service and insurance expenses, real estate and personal property taxes, environmental related expenses, underground storage tank maintenance costs and ground lease payments at those travel centers at which we lease the property and sublease it to TA. Our TA leases generally require TA to indemnify us for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased travel centers. Our TA leases do not require FF&E escrow deposits. However, TA is required to maintain the leased travel centers, including structural and non-structural components. BP Corporation North America Inc., a subsidiary of BP p.l.c., guarantees payment under each of the TA leases, limited to an aggregate cap which was $3,037,475 as of June 30, 2025.
We recognized rental income from our TA leases of $67,834 135,668 2,607 and $3,885 for the three months ended June 30, 2025 and 2024, respectively, and increased by $5,646 and $8,194 for the six months ended June 30, 2025 and 2024, respectively, to record the scheduled rent changes on a straight line basis. As of June 30, 2025 and December 31, 2024, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $49,702 and $40,097 , respectively, included in other assets, net in our condensed consolidated balance sheets.
Our other net lease agreements generally provide for minimum rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We recognized rental income from our net lease properties (excluding TA) of $31,197 and $32,628 for the three months ended June 30, 2025 and 2024, respectively, which included $76 and $893 , respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis, and $63,579 and $64,808 for the six months ended June 30, 2025 and 2024, respectively, which included $915 and $2,352 , respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis.
We continually review receivables related to rent, straight line rent and property operating expense reimbursements and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes an assessment of whether substantially all of the amounts due under a tenant’s lease are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. We recognize all changes in the collectability assessment for an operating lease as an adjustment to rental income. We recorded reserves for uncollectable amounts and reduced rental income by $1,142 and $1,377 for the three and six months ended June 30, 2025, respectively, based on our assessment of the collectability of rents. We recorded reserves for uncollectable amounts and reduced rental income by $377 and $1,042 for the three and six months ended June 30, 2024, respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $6,016 and $5,058 as of June 30, 2025 and December 31, 2024, respectively, included in other assets, net in our condensed consolidated balance sheets.
Note 7. Equity Method Investment
As of both June 30, 2025 and December 31, 2024, we owned 34 34
As of June 30, 2025 and December 31, 2024, our investment in Sonesta had a carrying value of $111,653 and $115,818 , respectively. On the date of acquisition of our initial equity interest in Sonesta (February 27, 2020), the cost basis of our investment in Sonesta exceeded our proportionate share of Sonesta’s total stockholders’ equity book value by an aggregate of $8,000 . As required under GAAP, we are amortizing this difference to equity in earnings of an investee over 31 years, the weighted average remaining useful life of the real estate assets and intangible assets and liabilities owned by Sonesta as of the date of our acquisition. We recorded amortization of the basis difference of $65
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
2025 and 2024, and $130 526 and $2,716 related to our investment in Sonesta for the three months ended June 30, 2025 and 2024, respectively, and losses of $4,473 and $8,054 for the six months ended June 30, 2025 and 2024, respectively. These amounts, which include amortization of the basis difference, are included in equity in losses of an investee in our condensed consolidated statements of comprehensive income (loss).
We recorded a liability of $42,000 for the fair value of our initial investment in Sonesta, as no cash consideration was exchanged related to the modification of our management agreement with, and investment in, Sonesta. This liability for our investment in Sonesta is included in accounts payable and other liabilities in our condensed consolidated balance sheets and is being amortized on a straight line basis through the initial term of the Sonesta agreement, January 31, 2037, as a reduction to hotel operating expenses in our condensed consolidated statements of comprehensive income (loss). We reduced hotel operating expenses by $621 1,242 28,753 and $29,995 , respectively.
During the three months ended March 31, 2024, we funded a capital contribution to Sonesta of $3,392 to support its growth initiatives, including its franchising efforts. We continue to maintain our 34
See Notes 6 and 11 for further information regarding our relationships, agreements and transactions with Sonesta.
Note 8. Indebtedness
Our principal debt obligations at June 30, 2025 were: (1) $100,000 of outstanding borrowings under our $650,000 revolving credit facility; (2) $4,075,000 aggregate outstanding principal amount of senior unsecured notes; (3) $1,000,000 aggregate outstanding principal amount of senior secured notes; (4) $605,632 aggregate outstanding principal amount of net lease mortgage notes; and (5) $45,000 of outstanding borrowings under our $45,000 variable funding note.
Revolving Credit Facility
Our $650,000 secured revolving credit facility is available for general business purposes, including acquisitions. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayments are due until maturity. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. The maturity date of our revolving credit facility is June 29, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to extend the stated maturity date of the facility by two additional six-month periods.
Interest payable on drawings under our revolving credit facility is based on the secured overnight financing rate, or SOFR, plus a margin ranging from 1.50 % to 3.00 % based on our leverage ratio, as defined in our credit agreement, which was 2.50 % as of June 30, 2025. We also pay unused commitment fees of 20 to 30 basis points per annum on the total amount of lending commitments under our revolving credit facility based on amounts outstanding. As of June 30, 2025 and 2024, the annual interest rate payable on borrowings under our revolving credit facility was 6.89 % and 7.83 %, respectively. The weighted average annual interest rate for borrowings under our revolving credit facility was 6.91 % and 6.93 % for the three and six months ended June 30, 2025, respectively. We had no borrowings outstanding under our revolving credit facility for the three or six months ended June 30, 2024. As of June 30, 2025, we had $100,000 outstanding under our revolving credit facility and $550,000 available for borrowings. On July 1, 2025, we borrowed $550,000 under our revolving credit facility as a precautionary measure to preserve financial flexibility. As of August 1, 2025, our $650,000 revolving credit facility was fully drawn.
As collateral for all loans and other obligations under our revolving credit facility, certain of our subsidiaries pledged all of their respective equity interests in certain of our direct and indirect property owning subsidiaries, and our pledged subsidiaries provided first mortgage liens on certain properties, as discussed below.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
In February 2025, we and our lenders amended the agreement governing our revolving credit facility to reduce the minimum fixed charge coverage ratio covenant from 1.50 x to 1.30 x effective with respect to the fourth quarter of 2024 and continuing through the end of the loan term. In order to exercise the first extension option, we are required to maintain a 1.50 x minimum fixed charge coverage ratio level as of and for the duration of the extension period. We also agreed to change the required collateral property debt yield to 10 % effective with respect to the first quarter of 2025 and continuing through the end of the loan term and to swap collateral properties as follows: 47 hotels with an aggregate of 7,981 keys were released from the collateral pool and 35 travel centers leased to TA, which we refer to as TA Lease No. 5, were added as collateral to our revolving credit facility. Our disposition plan includes 36 hotels with an aggregate of 4,862 keys and an aggregate undepreciated book value of $650,093 that were released from the collateral pool. The collateral swap was completed in May 2025. As of June 30, 2025, our revolving credit facility was secured by 55 properties, including 17 hotels and 38 net lease properties, with an aggregate undepreciated book value of $900,148 .
Our debt agreements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes The RMR Group LLC, or RMR, ceasing to act as our business manager. Our debt agreements also contain covenants, including those that restrict our ability to incur debts or to make distributions under certain circumstances and generally require us to maintain certain financial ratios. Borrowings under our revolving credit facility are subject to meeting ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. As of June 30, 2025, we did not meet the applicable threshold in one of our senior note debt covenants necessary to incur additional debt, and as a result, we will not be able to incur additional debt while the ratio is below the required covenant level.
Redemption of Senior Unsecured Notes
On August 5, 2025, we announced the early redemption of our $350,000 5.25 % senior unsecured notes due 2026 at par, plus accrued and unpaid interest to, but excluding the date of redemption. The redemption is expected to occur on or about September 4, 2025.
Net Lease Mortgage Notes
Our $610,200 in aggregate principal amount of net lease mortgage notes were issued on February 10, 2023 by our wholly owned, special purpose bankruptcy remote, indirect subsidiary, SVC ABS LLC, or the Issuer. The Issuer is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the Issuer are not available to pay or otherwise satisfy obligations to the creditors of any owners or affiliates of the Issuer.
Our net lease mortgage notes are summarized below:
| Note Class | Principal Outstanding as of June 30, 2025 | Coupon Rate | Initial Term (in years) | Maturity | ||||||||||||||||||||||
| Class A | $ | February 2028 | ||||||||||||||||||||||||
| Class B | February 2028 | |||||||||||||||||||||||||
| Class C | February 2028 | |||||||||||||||||||||||||
| Total / weighted average | $ | |||||||||||||||||||||||||
The Class A notes and the Class B notes require monthly principal repayments at an annualized rate of 0.50 % and 0.25 % of the balance outstanding, respectively, and the Class C notes require interest payments only, with balloon payments due at maturity. The notes mature in February 2028 and may be redeemed without penalty 24 months prior to the scheduled maturity date beginning in February 2026. The notes are non-recourse and, as of June 30, 2025, were secured by 314 retail net lease properties owned by the Issuer. During the six months ended June 30, 2025, the Issuer sold one retail net lease property that served as collateral under the notes. In connection with its sale, the property was released from the collateral pool in accordance with the terms of the agreement. As of June 30, 2025, the current leases relating to the 314 properties required annual minimum rents of $66,464 and had an aggregate undepreciated book value of $751,298 .
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
On January 27, 2025, the Issuer issued a variable funding note, or the VFN, secured by the 314 net lease properties that secure our existing $605,632 of net lease mortgage notes. The VFN permits borrowings on a revolving basis up to $45,000 and the Issuer can borrow, repay and reborrow funds available until maturity. The maturity date of the VFN is January 27, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, can be extended by one year at the Issuer’s option. The VFN requires interest payments only on drawings under the VFN based on SOFR plus a margin of 1.75 %, and an unused commitment fee of 50 basis points per annum paid on undrawn amounts. As of June 30, 2025, the annual interest rate payable on borrowings under the VFN was 6.04 %. The weighted average annual interest rate for borrowings under the VFN was 6.05 45,000
Note 9. Shareholders’ Equity
Share Awards
On March 26, 2025, in accordance with our Trustee compensation arrangements, we awarded 32,490 of our common shares, valued at $2.77 per common share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day, in connection with the appointment of one of our Managing Trustees as part of his annual compensation.
On June 13, 2025, in accordance with our Trustee compensation arrangements, we awarded 40,425 of our common shares, valued at $2.35 per common share, the closing price of our common shares on Nasdaq on that day to each of our seven Trustees as part of their annual compensation.
Share Purchases
During the six months ended June 30, 2025, we purchased 29,956 of our common shares, valued at $2.12 per common share, from former officers of ours and certain other former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of prior awards of our common shares. We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the applicable purchase dates.
Distributions
During the six months ended June 30, 2025, we declared and paid a regular quarterly distribution to common shareholders as follows:
| Declaration Date | Record Date | Paid Date | Dividend Per Common Share | Total Distributions | ||||||||||||||||||||||
| January 16, 2025 | January 27, 2025 | February 20, 2025 | $ | $ | ||||||||||||||||||||||
| April 10, 2025 | April 22, 2025 | May 15, 2025 | ||||||||||||||||||||||||
| $ | $ | |||||||||||||||||||||||||
On July 10, 2025, we declared a regular quarterly distribution to common shareholders of record as of July 21, 2025 of $0.01 per common share, or approximately $1,669 . We expect to pay this distribution on or about August 14, 2025.
Cumulative Other Comprehensive Income (Loss)
Cumulative other comprehensive income (loss) represents our share of the comprehensive income (loss) of Sonesta. See Notes 6, 7 and 11 for further information regarding this investment.
Note 10. Business and Property Management Agreements with RMR
We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations of our net lease portfolio, the office building component of one of our hotels and major renovation or repositioning activities at our hotels that we may request RMR to manage from time to time.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR’s employees assigned to work exclusively or partly at our net lease properties and the office building component of one of our hotels, our share of the wages, benefits and other related costs of RMR’s centralized accounting personnel, our share of RMR’s costs for providing our internal audit function and as otherwise agreed. Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR.
For the three and six months ended June 30, 2025 and 2024, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:
| Financial Statement | Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||
| Line Item | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||||
| Pursuant to business management agreement: | ||||||||||||||||||||||||||||||||
Net business management fees (1) | General and administrative | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Pursuant to property management agreement: | ||||||||||||||||||||||||||||||||
| Property management fees | Net lease operating expenses | $ | $ | $ | $ | |||||||||||||||||||||||||||
| Construction supervision fees | Buildings, improvements and equipment (2) | |||||||||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Expense reimbursement | Net lease operating expenses, general and administrative and buildings, improvements and equipment (2) | $ | $ | $ | $ | |||||||||||||||||||||||||||
(1)The net business management fees we recognized for each of the three and six months ended June 30, 2025 and 2024, reflect a reduction of $897 1,793
(2)Amounts capitalized as buildings, improvements and equipment are depreciated over the estimated useful lives of the related assets.
Based on our common share total return, as defined in our business management agreement, as of June 30, 2025, no three-year period ending December 31, 2025, and will be payable in January 2026. We did not incur an incentive fee payable to RMR for the year ended December 31, 2024.
In January 2025, in connection with a $100,000 credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., or Citibank, and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements under the security agreement. Pursuant to the consent, we agreed, among other things, that upon notice that an event of default under the RMR credit agreement has occurred and is continuing, we will continue to make all payments under our management agreements in accordance with the instructions of Citibank, and that if there is an event of default by RMR under our management agreements that would allow us to terminate or suspend our obligations, we will not terminate or suspend without notice to Citibank and provide Citibank 30 days to cure the default on RMR’s behalf. The consent was approved by our Independent Trustees.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Note 11. Related Person Transactions
We have relationships and historical and continuing transactions with Sonesta, RMR, RMR Inc., and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Christopher Bilotto, our other Managing Trustee and our President and Chief Executive Officer since March 2025, also serves as an officer and employee of RMR. John Murray, our former Managing Trustee and President and Chief Executive Officer, also serves as an officer and employee of RMR and as president and chief executive officer of Sonesta. In addition, each of our other officers serves as an officer of RMR. Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as chair of the boards and as a managing trustee of these public companies. Other officers of RMR, including certain of our officers, serve as managing trustees or officers of certain of these companies.
Our Manager, RMR
We have two agreements with RMR to provide management services to us. See Note 10 for further information regarding our management agreements with RMR.
Sonesta
Sonesta is a private company of which Adam Portnoy, one of our Managing Trustees, is a director and the controlling shareholder. One of Sonesta’s other directors and president and chief executive officer was our other Managing Trustee until March 2025, and Sonesta’s other director serves as one of RMR Inc.’s managing directors, as RMR’s and RMR Inc.’s executive vice president, general counsel and secretary and as our Secretary. Certain other officers and employees of Sonesta are former officers and employees of RMR. RMR also provides certain services to Sonesta. As of June 30, 2025, we owned 34 175 of our hotels. See Notes 6 and 7 for further information regarding our relationships, agreements and transactions with Sonesta.
For further information about these and certain other such relationships and certain other related person transactions, refer to our 2024 Annual Report.
Note 12. Income Taxes
We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, or the IRC, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We are subject to income tax in Canada, Puerto Rico and certain states despite our qualification for taxation as a REIT. Further, we lease our managed hotels to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated tax return and are subject to federal, state and foreign income taxes. Our consolidated income tax provision (or benefit) includes the income tax provision (or benefit) related to the operations of our TRSs and certain state and foreign income taxes incurred by us despite our qualification for taxation as a REIT.
During the three months ended June 30, 2025, we recognized income tax expense of $457 , which includes $147 of state tax expense and $310 of foreign tax expense. During the three months ended June 30, 2024, we recognized income tax expense of $524 , which includes $88 of state tax expense and $436 of foreign tax expense.
During the six months ended June 30, 2025, we recognized income tax expense of $1,300 , which includes $500 of state tax expense and $800 of foreign tax expense. During the six months ended June 30, 2024, we recognized income tax expense of $1,531 , which includes $709 of state tax expense and $822 of foreign tax expense.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Note 13. Segment Information
Our operating segments are based on our internal reporting structure and property type and are aligned with how our Chief Operating Decision Maker, or CODM, reviews the operating results to allocate resources and assess segment performance. The CODM is our President and Chief Executive Officer. Our two reportable segments are hotel investments and net lease investments. Our hotel investments segment consists of hotels managed by subsidiaries of Sonesta, Hyatt, Radisson and IHG. Our net lease investments segment consists of service-focused retail net lease properties, including travel centers leased to TA, our largest tenant.
The significant expense categories and amounts presented below align with the segment-level information that is regularly provided to our CODM. Our CODM reviews operating and financial results, including net income (loss) and its components, to allocate resources and assess segment performance. The accounting policies of our reportable segments are the same as those described in Note 2 to our consolidated financial statements included in our 2024 Annual Report. The tables below present information about our segments.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
| Three Months Ended June 30, 2025 | ||||||||||||||||||||
| Hotels | Net Lease | Total | ||||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Hotel operating revenues | $ | $ | $ | |||||||||||||||||
| Rental income | ||||||||||||||||||||
| Total revenues | ||||||||||||||||||||
| Less (plus): | ||||||||||||||||||||
Labor and benefits (1) | ||||||||||||||||||||
| Management fees | ||||||||||||||||||||
| Real estate taxes and insurance | ||||||||||||||||||||
Other operating expenses (2) | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
Other segment items (3) | ||||||||||||||||||||
| Segment profit | ||||||||||||||||||||
| Reconciliation of segment profit: | ||||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||
| Interest income | ||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||
| Income tax expense | ( | |||||||||||||||||||
| Equity in losses of an investee | ( | |||||||||||||||||||
| Net loss | $ | ( | ||||||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||
| Hotels | Net Lease | Total | ||||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Hotel operating revenues | $ | $ | $ | |||||||||||||||||
| Rental income | ||||||||||||||||||||
| Total revenues | ||||||||||||||||||||
| Less (plus): | ||||||||||||||||||||
Labor and benefits (1) | ||||||||||||||||||||
| Management fees | ||||||||||||||||||||
| Real estate taxes and insurance | ||||||||||||||||||||
Other operating expenses (2) | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
Other segment items (3) | ||||||||||||||||||||
| Segment (loss) profit | ( | |||||||||||||||||||
| Reconciliation of segment profit or loss: | ||||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||
| Transaction costs | ( | |||||||||||||||||||
| Interest income | ||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||
| Income tax expense | ( | |||||||||||||||||||
| Equity in losses of an investee | ( | |||||||||||||||||||
| Net loss | $ | ( | ||||||||||||||||||
(1) Labor and benefits for our net lease investments segment include expense reimbursements as discussed in Note 10.
(2) Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs incurred in connection with the operation of our properties.
(3) Other segment items for each reportable segment include transaction related costs, gains and losses on asset impairment and sale of real estate and interest income, as applicable.
21
SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
| Three Months Ended June 30, 2024 | ||||||||||||||||||||
| Hotels | Net Lease | Total | ||||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Hotel operating revenues | $ | $ | $ | |||||||||||||||||
| Rental income | ||||||||||||||||||||
| Total revenues | ||||||||||||||||||||
| Less (plus): | ||||||||||||||||||||
Labor and benefits (1) | ||||||||||||||||||||
Management fees | ||||||||||||||||||||
Real estate taxes and insurance | ||||||||||||||||||||
Other operating expenses (2) | ||||||||||||||||||||
Depreciation and amortization | ||||||||||||||||||||
Interest expense | ||||||||||||||||||||
Other segment items (3) | ||||||||||||||||||||
| Segment (loss) profit | ( | |||||||||||||||||||
| Reconciliation of segment profit or loss: | ||||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||
| Interest income | ||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||
| Loss on early extinguishment of debt, net | ( | |||||||||||||||||||
| Income tax expense | ( | |||||||||||||||||||
| Equity in losses of an investee | ( | |||||||||||||||||||
| Net loss | $ | ( | ||||||||||||||||||
| Six Months Ended June 30, 2024 | ||||||||||||||||||||
| Hotels | Net Lease | Total | ||||||||||||||||||
| Revenues: | ||||||||||||||||||||
| Hotel operating revenues | $ | $ | $ | |||||||||||||||||
| Rental income | ||||||||||||||||||||
| Total revenues | ||||||||||||||||||||
| Less (plus): | ||||||||||||||||||||
Labor and benefits (1) | ||||||||||||||||||||
| Management fees | ||||||||||||||||||||
| Real estate taxes and insurance | ||||||||||||||||||||
Other operating expenses (2) | ||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||
| Interest expense | ||||||||||||||||||||
Other segment items (3) | ||||||||||||||||||||
| Segment (loss) profit | ( | |||||||||||||||||||
| Reconciliation of segment profit or loss: | ||||||||||||||||||||
| General and administrative | ( | |||||||||||||||||||
| Interest income | ||||||||||||||||||||
| Interest expense | ( | |||||||||||||||||||
| Loss on early extinguishment of debt, net | ( | |||||||||||||||||||
| Income tax expense | ( | |||||||||||||||||||
| Equity in losses of an investee | ( | |||||||||||||||||||
| Net loss | $ | ( | ||||||||||||||||||
(1) Labor and benefits for our net lease investments segment include expense reimbursements as discussed in Note 10.
(2) Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs incurred in connection with the operation of our properties.
22
SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
(3) Other segment items for each reportable segment include transaction related costs, gains and losses on asset impairment and sale of real estate and interest income, as applicable.
As of June 30, 2025 | As of December 31, 2024 | |||||||||||||
| Assets: | ||||||||||||||
| Hotels | $ | $ | ||||||||||||
| Net Lease | ||||||||||||||
| Corporate | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Capital expenditures: | ||||||||||||||||||||||||||
| Hotels | $ | $ | $ | $ | ||||||||||||||||||||||
| Net Lease | ||||||||||||||||||||||||||
| Total capital expenditures | $ | $ | $ | $ | ||||||||||||||||||||||
23
SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Note 14. Fair Value of Assets and Liabilities
The table below presents certain of our assets carried at fair value at June 30, 2025, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.
| Fair Value at Reporting Date Using | ||||||||||||||||||||||||||
| Description | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||||
Non-recurring Fair Value Measurement Assets: | ||||||||||||||||||||||||||
Assets of properties held for sale (1) (2) | $ | $ | $ | $ | ||||||||||||||||||||||
(1)We recorded impairment charges totaling $52,861 during the six months ended June 30, 2025, to reduce the carrying value of 17 hotels in our condensed consolidated balance sheet to their estimated fair value, less estimated costs to sell of $2,906 , based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP).
(2)We recorded impairment charges totaling $1,795 during the six months ended June 30, 2025, to reduce the carrying value of two net lease properties in our condensed consolidated balance sheet to their estimated fair value, less estimated costs to sell of $90 , based on brokers’ opinions of values (Level 3 inputs as defined in the fair value hierarchy under GAAP).
In addition to the assets included in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, revolving credit facility, VFN, net lease mortgage notes, senior notes and security deposits. At June 30, 2025 and December 31, 2024, the fair values of these financial instruments approximated their carrying values in our condensed consolidated balance sheets due to their short-term nature or floating interest rates, except as follows:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||
Carrying Value (1) | Fair Value | Carrying Value (1) | Fair Value | |||||||||||||||||||||||
Senior Unsecured Notes, due 2026 at | $ | $ | $ | $ | ||||||||||||||||||||||
Senior Unsecured Notes, due 2026 at | ||||||||||||||||||||||||||
Senior Unsecured Notes, due 2027 at | ||||||||||||||||||||||||||
Senior Guaranteed Unsecured Notes, due 2027 at | ||||||||||||||||||||||||||
Net Lease Mortgage Notes, due 2028 at | ||||||||||||||||||||||||||
Senior Unsecured Notes, due 2028 at | ||||||||||||||||||||||||||
Senior Guaranteed Unsecured Notes, due 2029 at | ||||||||||||||||||||||||||
Senior Unsecured Notes, due 2029 at | ||||||||||||||||||||||||||
Senior Unsecured Notes, due 2030 at | ||||||||||||||||||||||||||
Senior Secured Notes, due 2031 at | ||||||||||||||||||||||||||
Senior Guaranteed Unsecured Notes, due 2032 at | ||||||||||||||||||||||||||
| Total financial liabilities | $ | $ | $ | $ | ||||||||||||||||||||||
(1)Carrying value includes unamortized discounts, premiums and certain debt issuance costs.
At June 30, 2025 and December 31, 2024, we estimated the fair values of our senior notes using an average of the bid and ask price of our then outstanding issuances of senior notes (Level 2 inputs). At June 30, 2025 and December 31, 2024, we estimated the fair value of our net lease mortgage notes using discounted cash flow analyses and current prevailing market rates as of the measurement dates (Level 3 inputs). As Level 3 inputs are unobservable, our estimated value may differ materially from the actual fair value.
24
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and with our 2024 Annual Report.
Overview (dollars in thousands, except per share amounts and per room hotel data)
We are a REIT organized under the laws of the State of Maryland. As of June 30, 2025, we owned 942 properties in 46 states, the District of Columbia, Canada and Puerto Rico.
Consumer confidence, corporate travel and lodging demand will continue to be affected by economic and market conditions, inflationary pressures, uncertainties surrounding interest rates, unemployment levels, work from home policies, use of technologies and broader economic trends. Increased labor costs and other price inflation may continue to negatively impact our hotel operations and the operations of our tenants. Further, recent announcements regarding tariffs on a wide variety of imports could impact the cost of products our operators use, such as furniture, equipment, materials and supplies sourced from outside the United States. An economic recession or continued or intensified disruptions in the financial markets could adversely affect our financial condition, operations at our hotels, our tenants and their ability or willingness to renew our leases or pay rent to us, may restrict our ability to obtain new or replacement financing, would likely increase our cost of capital, and may cause the values of our properties to decline.
We previously identified 122 hotels managed by Sonesta with a total of 15,931 keys for disposition. As of August 1, 2025, we sold eight of these hotels with a total of 1,006 keys for a combined sales price of $45,600, excluding closing costs, and entered into agreements to sell the remaining 114 hotels with a total of 14,925 keys for a combined sales price of $919,952, excluding closing costs. We and Sonesta have agreed to amend and restate our existing management agreements for the 59 retained hotels managed by Sonesta and waive any termination fees under the existing Sonesta agreements associated with the sale of the 122 hotels. Among other things, the changes to the agreements between us and Sonesta are as follows:
•Each retained hotel will have its own individual management agreement, performance under which shall not be subject to pooling, cross-default, or similar contractual ties across more than one hotel,
•The initial term of each management agreement will be for a period of 15 years and may be renewed for two additional terms of ten years each,
•Fees payable by us will be modified to provide better alignment with market terms, which modifications are not expected to result in any material cost impact to us, and
•Performance provisions will be aligned with individual hotel measurement for both termination rights and incentive fees, both based on current estimated value rather than historical cost.
Our current strategy is focused on reducing debt, growing our net lease portfolio and improving the performance of the hotels we expect to retain after completing the sale of our previously announced dispositions.
Management Agreements and Leases. At June 30, 2025, we owned 200 hotels operated under four agreements. We leased all of these hotels to our wholly owned TRSs that are managed by hotel operating companies as of that date. At June 30, 2025, we also owned 742 service-focused retail properties leased to 174 tenants subject to “triple net” leases, where the tenants are generally responsible for the payment of operating expenses and capital expenditures. Our condensed consolidated statements of comprehensive income (loss) include hotel operating revenues and hotel operating expenses of our managed hotels and rental income and net lease operating expenses from our net lease properties.
Hotel Portfolio. As of June 30, 2025, we owned 200 hotels. During the three and six months ended June 30, 2025, the U.S. hotel industry generally realized increases in average daily rate, or ADR, and decreases in revenue per available room, or RevPAR, compared to the corresponding 2024 periods. Our hotels produced increases in ADR and RevPAR, which we believe is partially a result of renovation disruption in the 2024 period.
The following table provides a summary for all of our hotels with these revenue metrics for the periods presented, which we believe are key indicators of performance at our hotels.
25
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | |||||||||||||||||||||||||||||||||
| Retained Hotels | ||||||||||||||||||||||||||||||||||||||
| No. of hotels | 84 | 84 | — | 84 | 84 | — | ||||||||||||||||||||||||||||||||
| No. of rooms or suites | 19,942 | 19,942 | — | 19,942 | 19,942 | — | ||||||||||||||||||||||||||||||||
| Occupancy | 69.0 | % | 68.2 | % | 0.8 | pts | 62.9 | % | 61.8 | % | 1.1 | pts | ||||||||||||||||||||||||||
| ADR | $ | 175.89 | $ | 175.21 | 0.4 | % | $ | 175.02 | $ | 173.59 | 0.8 | % | ||||||||||||||||||||||||||
| RevPAR | $ | 121.30 | $ | 119.51 | 1.5 | % | $ | 110.15 | $ | 107.21 | 2.7 | % | ||||||||||||||||||||||||||
| Exit Hotels | ||||||||||||||||||||||||||||||||||||||
| No. of hotels | 116 | 136 | (20) | 116 | 136 | (20) | ||||||||||||||||||||||||||||||||
| No. of rooms or suites | 15,159 | 17,755 | (2,596) | 15,159 | 17,755 | (2,596) | ||||||||||||||||||||||||||||||||
| Occupancy | 69.5 | % | 68.2 | % | 1.3 | pts | 63.6 | % | 62.8 | % | 0.8 | pts | ||||||||||||||||||||||||||
| ADR | $ | 107.75 | $ | 106.71 | 1.0 | % | $ | 145.67 | $ | 106.10 | 37.3 | % | ||||||||||||||||||||||||||
| RevPAR | $ | 74.94 | $ | 72.74 | 3.0 | % | $ | 92.63 | $ | 66.60 | 39.1 | % | ||||||||||||||||||||||||||
| All Hotels | ||||||||||||||||||||||||||||||||||||||
| No. of hotels | 200 | 220 | (20) | 200 | 220 | (20) | ||||||||||||||||||||||||||||||||
| No. of rooms or suites | 35,101 | 37,697 | (2,596) | 35,101 | 37,697 | (2,596) | ||||||||||||||||||||||||||||||||
| Occupancy | 69.2 | % | 68.2 | % | 1.0 | pts | 63.6 | % | 62.2 | % | 1.4 | pts | ||||||||||||||||||||||||||
| ADR | $ | 146.32 | $ | 142.99 | 2.3 | % | $ | 145.67 | $ | 141.56 | 2.9 | % | ||||||||||||||||||||||||||
| RevPAR | $ | 101.27 | $ | 97.50 | 3.9 | % | $ | 92.63 | $ | 88.10 | 5.1 | % | ||||||||||||||||||||||||||
Comparable Hotels Data. We present occupancy, ADR and RevPAR for the periods presented on a comparable basis to facilitate comparisons between periods. We define comparable hotels as those that were owned by us and were open and operating for the entirety of the periods being compared. The following table provides a summary of these revenue metrics for the periods presented.
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | 2025 | 2024 | Change | |||||||||||||||||||||||||||||||||
| Retained Hotels | ||||||||||||||||||||||||||||||||||||||
| No. of hotels | 84 | 84 | — | 84 | 84 | — | ||||||||||||||||||||||||||||||||
| No. of rooms or suites | 19,942 | 19,942 | — | 19,942 | 19,942 | — | ||||||||||||||||||||||||||||||||
| Occupancy | 69.0 | % | 68.2 | % | 0.8 | pts | 62.9 | % | 61.8 | % | 1.1 | pts | ||||||||||||||||||||||||||
| ADR | $ | 175.89 | $ | 175.21 | 0.4 | % | $ | 175.02 | $ | 173.59 | 0.8 | % | ||||||||||||||||||||||||||
| RevPAR | $ | 121.30 | $ | 119.51 | 1.5 | % | $ | 110.15 | $ | 107.21 | 2.7 | % | ||||||||||||||||||||||||||
| Exit Hotels | ||||||||||||||||||||||||||||||||||||||
| No. of hotels | 116 | 116 | — | 116 | 116 | — | ||||||||||||||||||||||||||||||||
| No. of rooms or suites | 15,159 | 15,159 | — | 15,159 | 15,159 | — | ||||||||||||||||||||||||||||||||
| Occupancy | 69.5 | % | 70.2 | % | (0.7) | pts | 64.4 | % | 64.9 | % | (0.5) | pts | ||||||||||||||||||||||||||
| ADR | $ | 107.75 | $ | 108.72 | (0.9) | % | $ | 107.97 | $ | 108.40 | (0.4) | % | ||||||||||||||||||||||||||
| RevPAR | $ | 74.94 | $ | 76.32 | (1.8) | % | $ | 69.59 | $ | 70.33 | (1.1) | % | ||||||||||||||||||||||||||
| Comparable Hotels | ||||||||||||||||||||||||||||||||||||||
| No. of hotels | 200 | 200 | — | 200 | 200 | — | ||||||||||||||||||||||||||||||||
| No. of rooms or suites | 35,101 | 35,101 | — | 35,101 | 35,101 | — | ||||||||||||||||||||||||||||||||
| Occupancy | 69.2 | % | 69.1 | % | 0.1 | pts | 63.6 | % | 63.1 | % | 0.5 | pts | ||||||||||||||||||||||||||
| ADR | $ | 146.32 | $ | 146.02 | 0.2 | % | $ | 145.67 | $ | 144.64 | 0.7 | % | ||||||||||||||||||||||||||
| RevPAR | $ | 101.27 | $ | 100.85 | 0.4 | % | $ | 92.63 | $ | 91.28 | 1.5 | % | ||||||||||||||||||||||||||
26
Net Lease Portfolio. As of June 30, 2025, we owned 742 service-focused retail net lease properties with an aggregate of 13,162,020 square feet leased to 174 tenants subject to “triple net” leases (where the tenants are responsible for payments of operating expenses and capital expenditures) requiring annual minimum rents of $386,521. Our net lease properties were 97.3% occupied as of June 30, 2025 with a weighted (by annual minimum rent) average lease term of 7.6 years, operating under 136 brands in 21 distinct industries. TA is our largest tenant and as of June 30, 2025, leased 175 of our travel centers under five master leases that expire in 2033 and require annual minimum rents of $264,262. In addition, TA receives an annual credit of $25,000 as a result of prepaid rent. BP Corporation North America Inc. guarantees payment under the TA leases, subject to a cap.
Additional details of our hotel operating agreements and our net lease agreements are set forth in Note 6 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Results of Operations (amounts in thousands, except per share data)
Three Months Ended June 30, 2025, Compared to Three Months Ended June 30, 2024
| Three Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Hotel operating revenues | $ | 404,405 | $ | 412,486 | $ | (8,081) | (2.0) | % | ||||||||||||||||||
| Rental income | 99,031 | 100,462 | (1,431) | (1.4) | % | |||||||||||||||||||||
| Total revenues | 503,436 | 512,948 | (9,512) | (1.9) | % | |||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| Hotel operating expenses | 328,913 | 328,247 | 666 | 0.2 | % | |||||||||||||||||||||
| Net lease operating expenses | 5,439 | 4,958 | 481 | 9.7 | % | |||||||||||||||||||||
| Depreciation and amortization - hotels | 38,454 | 55,389 | (16,935) | (30.6) | % | |||||||||||||||||||||
| Depreciation and amortization - net lease properties | 36,576 | 40,285 | (3,709) | (9.2) | % | |||||||||||||||||||||
| Total depreciation and amortization | 75,030 | 95,674 | (20,644) | (21.6) | % | |||||||||||||||||||||
| General and administrative | 10,218 | 10,681 | (463) | (4.3) | % | |||||||||||||||||||||
| Transaction related costs | 1,345 | — | 1,345 | n/m | ||||||||||||||||||||||
| Loss on asset impairment | 17,654 | 34,887 | (17,233) | (49.4) | % | |||||||||||||||||||||
| Total expenses | 438,599 | 474,447 | (35,848) | (7.6) | % | |||||||||||||||||||||
| Loss on sale of real estate, net | (156) | (32) | (124) | n/m | ||||||||||||||||||||||
| Interest income | 822 | 819 | 3 | 0.4 | % | |||||||||||||||||||||
| Interest expense | (102,679) | (93,850) | (8,829) | 9.4 | % | |||||||||||||||||||||
| Loss on early extinguishment of debt, net | — | (16,048) | 16,048 | n/m | ||||||||||||||||||||||
| Loss before income tax expense and equity in losses of an investee | (37,176) | (70,610) | 33,434 | (47.4) | % | |||||||||||||||||||||
| Income tax expense | (457) | (524) | 67 | (12.8) | % | |||||||||||||||||||||
| Equity in losses of an investee | (526) | (2,716) | 2,190 | (80.6) | % | |||||||||||||||||||||
| Net loss | $ | (38,159) | $ | (73,850) | $ | 35,691 | (48.3) | % | ||||||||||||||||||
| Weighted average common shares outstanding (basic and diluted) | 165,743 | 165,198 | 545 | 0.3 | % | |||||||||||||||||||||
| Net loss per common share (basic and diluted) | $ | (0.23) | $ | (0.45) | $ | 0.22 | (48.9) | % | ||||||||||||||||||
References to changes in the income and expense categories below relate to the comparison of consolidated results for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.
Hotel operating revenues. The decrease in hotel operating revenues is primarily a result of our sales of certain hotels since April 1, 2024 ($11,654), partially offset by increases in occupancy and average rates at certain hotels during the 2025 period ($3,573). Additional operating statistics of our hotels are included in the tables beginning on page 38.
27
Rental income. The decrease in rental income is primarily a result of lower rental income recognized in the 2025 period ($1,423) and the sale of certain net lease properties since April 1, 2024 ($271), partially offset by our acquisitions of certain net lease properties since April 1, 2024 ($263).
Hotel operating expenses. The increase in hotel operating expenses is primarily a result of increases in wages and benefits ($8,496) and other operating expenses ($3,954) in the 2025 period, partially offset by our sales of certain hotels since April 1, 2024 ($11,784).
Net lease operating expenses. The increase in net lease operating expenses is primarily the result of increased property management fees ($609), partially offset by decreases in other operating expenses ($128) in the 2025 period.
Depreciation and amortization - hotels. The decrease in depreciation and amortization - hotels is primarily a result of certain of our hotels classified as held for sale ($16,935) in the 2025 period.
Depreciation and amortization - net lease properties. The decrease in depreciation and amortization - net lease properties is primarily a result of certain of our depreciable assets becoming fully depreciated since April 1, 2024 ($3,308) and our sale of certain net lease properties since April 1, 2024 ($401).
General and administrative. The decrease in general and administrative costs is primarily due to decreases in business management fees ($540), partially offset by an increase in other professional fees ($77) in the 2025 period.
Transaction related costs. Transaction related costs for the 2025 period primarily consisted of costs related to the renovation of certain hotels.
Loss on asset impairment. We recorded a $17,654 loss on asset impairment during the 2025 period to reduce the carrying value of 17 hotels and two net lease properties to their estimated fair value less costs to sell. We recorded a $34,887 loss on asset impairment during the 2024 period to reduce the carrying value of eight hotels and three net lease properties to their estimated fair value less costs to sell.
Loss on sale of real estate, net. We recorded a $156 loss on sale of real estate during the 2025 period in connection with the sales of two hotels and four net lease properties. We recorded a $32 net loss on sale of real estate during the 2024 period in connection with the sale of one hotel.
Interest income. Interest income was relatively unchanged during the 2025 period compared to the 2024 period.
Interest expense. The increase in interest expense is primarily due to higher weighted average interest rates during the 2025 period compared to the 2024 period.
Loss on early extinguishment of debt, net. We recorded a $16,048 loss on early extinguishment of debt, net in the 2024 period as a result of the redemption and purchase of certain senior notes in the 2024 period.
Income tax expense. The decrease in income tax expense is primarily due to a decrease in foreign tax expense ($126), partially offset by an increase in state tax expense ($59) during the 2025 period.
Equity in losses of an investee. Equity in losses of an investee represents our proportionate share of the losses of Sonesta.
Net loss. Our net loss and net loss per common share (basic and diluted) each decreased in the 2025 period compared to the 2024 period primarily due to the revenue and expense changes discussed above.
28
Six Months Ended June 30, 2025, Compared to the Six Months Ended June 30, 2024
| Six Months Ended June 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||||
| Hotel operating revenues | $ | 739,368 | $ | 748,722 | $ | (9,354) | (1.2) | % | ||||||||||||||||||
| Rental income | 199,247 | 200,476 | (1,229) | (0.6) | % | |||||||||||||||||||||
| Total revenues | 938,615 | 949,198 | (10,583) | (1.1) | % | |||||||||||||||||||||
| Expenses: | ||||||||||||||||||||||||||
| Hotel operating expenses | 634,753 | 633,333 | 1,420 | 0.2 | % | |||||||||||||||||||||
| Net lease operating expenses | 11,067 | 9,681 | 1,386 | 14.3 | % | |||||||||||||||||||||
| Depreciation and amortization - hotels | 92,197 | 110,475 | (18,278) | (16.5) | % | |||||||||||||||||||||
| Depreciation and amortization - net lease properties | 71,933 | 78,306 | (6,373) | (8.1) | % | |||||||||||||||||||||
| Total depreciation and amortization | 164,130 | 188,781 | (24,651) | (13.1) | % | |||||||||||||||||||||
| General and administrative | 19,774 | 21,187 | (1,413) | (6.7) | % | |||||||||||||||||||||
| Transaction related costs | 1,456 | — | 1,456 | n/m | ||||||||||||||||||||||
| Loss on asset impairment | 54,721 | 37,338 | 17,383 | 46.6 | % | |||||||||||||||||||||
| Total expenses | 885,901 | 890,320 | (4,419) | (0.5) | % | |||||||||||||||||||||
| Gain (loss) on sale of real estate, net | 590 | (2,995) | 3,585 | (119.7) | % | |||||||||||||||||||||
| Interest income | 2,071 | 2,781 | (710) | (25.5) | % | |||||||||||||||||||||
| Interest expense | (204,196) | (185,264) | (18,932) | 10.2 | % | |||||||||||||||||||||
| Loss on early extinguishment of debt, net | — | (16,048) | 16,048 | n/m | ||||||||||||||||||||||
| Loss before income tax expense and equity in losses of an investee | (148,821) | (142,648) | (6,173) | 4.3 | % | |||||||||||||||||||||
| Income tax expense | (1,300) | (1,531) | 231 | (15.1) | % | |||||||||||||||||||||
| Equity in losses of an investee | (4,473) | (8,054) | 3,581 | (44.5) | % | |||||||||||||||||||||
| Net loss | $ | (154,594) | $ | (152,233) | $ | (2,361) | 1.6 | % | ||||||||||||||||||
| Weighted average common shares outstanding (basic and diluted) | 165,679 | 165,178 | 501 | 0.3 | % | |||||||||||||||||||||
| Net loss per common share (basic and diluted) | $ | (0.93) | $ | (0.92) | $ | (0.01) | 1.1 | % | ||||||||||||||||||
References to changes in the income and expense categories below relate to the comparison of consolidated results for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
Hotel operating revenues. The decrease in hotel operating revenues is primarily a result of our sales of certain hotels since January 1, 2024 ($19,524), partially offset by increases in occupancy and average rates at certain hotels during the 2025 period ($10,170). Additional operating statistics of our hotels are included in the tables beginning on page 38.
Rental income. The decrease in rental income is primarily a result of our sales of certain net lease properties since January 1, 2024 ($726) and lower rental income recognized during the 2025 period ($503).
Hotel operating expenses. The increase in hotel operating expenses is primarily a result of increases in wages and benefits ($15,387) and other operating expenses ($6,843) in the 2025 period, partially offset by our sales of certain hotels since January 1, 2024 ($20,810).
Net lease operating expenses. The increase in net lease operating expenses is primarily the result of increased property management fees ($1,208) and other operating expenses at certain net lease properties ($178) in the 2025 period.
Depreciation and amortization - hotels. The decrease in depreciation and amortization - hotels is primarily a result of certain of our hotels classified as held for sale ($18,278) in the 2025 period.
Depreciation and amortization - net lease properties. The decrease in depreciation and amortization - net lease properties is primarily a result of our sale of certain net lease properties since January 1, 2024 ($5,437) and certain of our depreciable assets becoming fully depreciated since January 1, 2024 ($936).
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General and administrative. The decrease in general and administrative costs is primarily due to decreases in business management fees ($1,367) and other professional fees ($46) in the 2025 period.
Transaction related costs. Transaction related costs for the 2025 period primarily consisted of costs related to the renovation of certain hotels, partially offset by the recovery of a working capital reserve related to our former agreement with Marriott International, Inc. previously deemed uncollectable and expensed in 2021.
Loss on asset impairment. We recorded a $54,721 loss on asset impairment during the 2025 period to reduce the carrying value of 17 hotels and two net lease properties to their estimated fair value less costs to sell. We recorded a $37,338 net loss on asset impairment during the 2024 period to reduce the carrying value of eight hotels and six net lease properties to their estimated fair value less costs to sell.
Gain (loss) on sale of real estate, net. We recorded a $590 net gain on sale of real estate during the 2025 period in connection with the sale of six hotels and seven net lease properties. We recorded a $2,995 loss on sale of real estate during the 2024 period in connection with the sale of one hotel and three net lease properties.
Interest income. The decrease in interest income is due to lower average cash balances invested and lower interest rates during the 2025 period compared to the 2024 period.
Interest expense. The increase in interest expense is primarily due to higher weighted average interest rates during the 2025 period compared to the 2024 period.
Loss on early extinguishment of debt, net. We recorded a $16,048 loss on early extinguishment of debt, net in the 2024 period as a result of the redemption and purchase of certain senior notes in the 2024 period.
Income tax expense. The decrease in income tax expense is primarily due to decreases in our state income tax expense ($209) and foreign tax expense ($22) during the 2025 period.
Equity in losses of an investee. Equity in losses of an investee represents our proportionate share of the losses of Sonesta.
Net loss. Our net loss and net loss per common share (basic and diluted) each increased in the 2025 period compared to the 2024 period primarily due to the revenue and expense changes discussed above.
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Liquidity and Capital Resources (dollars in thousands, except per share amounts)
Our Managers and Tenants
As of June 30, 2025, all 200 of our hotels were managed by four hotel operating companies. Our 742 service-focused retail net lease properties were leased to 174 tenants. The costs of operating and maintaining our properties are generally paid by the hotel managers as agents for us or by our tenants for their own account. Our hotel managers and tenants derive their funding for property operating expenses and for returns and rents due to us generally from property operating revenues and, to the extent these parties themselves fund our owner’s priority returns and rents, from their separate resources. As of June 30, 2025, Sonesta is our largest hotel manager (175 hotels) and TA is our largest tenant (175 travel centers).
We recorded reserves for uncollectable amounts and reduced rental income by $1,142 and $1,377 for the three and six months ended June 30, 2025, respectively, based on our assessment of the collectability of rents. We recorded reserves for uncollectable amounts and reduced rental income by $377 and $1,042 for the three and six months ended June 30, 2024, respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $6,016 and $5,058 as of June 30, 2025 and December 31, 2024, respectively, included in other assets, net in our condensed consolidated balance sheets.
We define net lease rent 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. Tenants with no minimum rent required under the lease are excluded. EBITDAR amounts used to determine rent coverage are generally for the latest twelve-month period, based on the most recent operating information, if any, furnished by our tenants. Operating statements furnished by our tenants often are unaudited and, in certain cases, may not have been prepared in accordance with GAAP and are not independently verified by us. In instances where we do not have tenant financial information, we calculate an implied coverage ratio for the period based on other tenants with available financial statements operating the same brand or within the same industry. As a result, we believe using this implied coverage metric provides a more reasonable estimated representation of recent operating results and the financial condition for those tenants. Our net lease properties generated rent coverage of 2.04x and 2.25x as of June 30, 2025 and 2024, respectively.
Our Operating Liquidity and Capital Resources
Our principal sources of funds to meet operating and capital expenses, debt service obligations and distributions to our shareholders are returns generated from our hotels, rents from our net lease portfolio and borrowings under our revolving credit facility and VFN. We receive hotel returns and rents from our managers and tenants monthly. We may receive additional returns, percentage rents and our share of the operating profits of our managed hotels after payment of management fees and other deductions, if any, either monthly or quarterly, and these amounts are usually subject to annual reconciliations. We believe these sources of funds will be sufficient to meet our operating expenses and capital expenditures, pay debt service obligations and make distributions to our shareholders for the next twelve months and for the foreseeable future thereafter. However, as a result of economic conditions, including if the U.S. enters an economic recession, or otherwise, our managers and tenants may become unable or unwilling to pay returns and rents to us when due, and, as a result, our cash flows and net income would decline. As of June 30, 2025, we did not meet the 1.50x consolidated income available for debt service to debt service ratio level necessary under our senior notes indentures to incur additional debt, and as a result, we will not be able to incur additional debt while the ratio is below this requirement. We may sell additional properties, access equity markets, refinance our debt with unsecured and/or secured debt, or seek other sources of capital if favorable conditions exist for us in order to enhance our liquidity, reduce debt and fund cash needs.
The following is a summary of our sources and uses of cash flows for the periods presented:
| Six Months Ended June 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Cash and cash equivalents and restricted cash at the beginning of the period | $ | 157,386 | $ | 197,830 | ||||||||||
| Net cash provided by (used in): | ||||||||||||||
| Operating activities | 38,193 | 42,893 | ||||||||||||
| Investing activities | (94,307) | (142,799) | ||||||||||||
| Financing activities | (15,241) | (68,468) | ||||||||||||
| Cash and cash equivalents and restricted cash at the end of the period | $ | 86,031 | $ | 29,456 | ||||||||||
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The decrease in cash flow provided by operating activities in the 2025 period is primarily due to lower returns from our hotel portfolio in the 2025 period. The decrease in cash flow used in investing activities in the 2025 period is primarily due to higher proceeds from the sale of real estate in the 2025 period and decreased real estate improvements, partially offset by real estate acquisitions during the 2025 period. The decrease in cash flow used in financing activities in the 2025 period is primarily due to lower distributions to common shareholders during the 2025 period.
We maintain our qualification for taxation as a REIT under the IRC by meeting certain requirements. We lease 200 hotels to our wholly owned TRSs that are managed by hotel operating companies. As a REIT, we do not expect to pay federal income taxes on the majority of our income; however, the income realized by our TRSs in excess of the rent they pay to us is subject to U.S. federal income tax at corporate income tax rates. In addition, the income we receive from our hotels in Canada and Puerto Rico is subject to taxes in those jurisdictions and we are subject to taxes in certain states where we have properties despite our qualification for taxation as a REIT.
Our Investment and Financing Liquidity and Capital Resources
Our hotel operating agreements generally provide that, if necessary, we may provide our managers with funding for capital improvements to our hotels in excess of amounts otherwise available in escrowed FF&E reserves or when no FF&E reserves are available. During the six months ended June 30, 2025, we funded $82,838 for capital improvements in excess of FF&E reserves available to our hotels. We currently expect to fund $170,000 during the last six months of 2025 and $150,000 in 2026 for capital improvements to certain hotels using cash on hand.
Various percentages of total sales at some of our hotels are escrowed as FF&E reserves to fund future capital improvements. We own all the FF&E escrows for our hotels. During the six months ended June 30, 2025, certain of our hotel managers deposited $2,710 to these accounts and spent $2,064 from the FF&E reserve escrow accounts to renovate and refurbish our hotels. As of June 30, 2025, there was $6,089 on deposit in these escrow accounts, which was held directly by us and is reflected in our condensed consolidated balance sheets as restricted cash.
Our net lease portfolio leases do not require FF&E escrow deposits and tenants under these leases are generally required to maintain the leased properties, including structural and non-structural components. We may provide tenant improvement allowances to tenants in certain cases or may develop sites with the intent to lease them. During the six months ended June 30, 2025, we funded $982 for capital improvements to our net lease properties. As of June 30, 2025, we had $3,433 of unspent leasing-related obligations related to certain of our net lease tenants.
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During the six months ended June 30, 2025, we sold 13 properties for a combined sales price of $49,296, excluding closing costs. From July 1, 2025 through August 1, 2025, we sold two hotels with a total of 234 keys for a combined sales price of $13,100, excluding closing costs, and one net lease property with 33,106 square feet for a sales price of $850, excluding closing costs. We have also entered into agreements to sell 114 hotels with a total of 14,925 keys for a combined sales price of $919,952, excluding closing costs, and two net lease properties with 10,301 square feet for a combined sales price of $1,395, excluding closing costs. These pending sales are subject to conditions; accordingly, we cannot be sure that we will complete these sales, that these sales will not be delayed or that the terms will not change. We are at various stages of selling six net lease properties with a total of 80,249 square feet. We believe it is probable that the sales of the hotel properties will be completed in the second half of 2025 and the sales of the remainder of these properties will be completed within one year. We expect to use the net sales proceeds from these sales for general business purposes, including to repay debt.
During the six months ended June 30, 2025, we acquired seven net lease properties with a total of 83,436 square feet for a combined purchase price of $29,923, excluding closing costs, using cash on hand. From July 1, 2025 through August 1, 2025, we acquired seven net lease properties with a total of 54,141 square feet for a combined purchase price of $14,524, excluding closing costs, using cash on hand. We have also entered into agreements to acquire six net lease properties with a total of 13,250 square feet for a combined purchase price of $10,254, excluding closing costs. We currently expect to fund these acquisitions using cash on hand. These pending acquisitions are subject to conditions; accordingly, we cannot be sure that we will complete these acquisitions, that these acquisitions will not be delayed or that the terms will not change.
During the six months ended June 30, 2025, we declared and paid a regular quarterly distribution to common shareholders using cash on hand as follows:
| Declaration Date | Record Date | Paid Date | Dividend Per Common Share | Total Distributions | ||||||||||||||||||||||
| January 16, 2025 | January 27, 2025 | February 20, 2025 | $ | 0.01 | $ | 1,666 | ||||||||||||||||||||
| April 10, 2025 | April 22, 2025 | May 15, 2025 | 0.01 | 1,667 | ||||||||||||||||||||||
| $ | 0.02 | $ | 3,333 | |||||||||||||||||||||||
On July 10, 2025, we declared a regular quarterly distribution to common shareholders of record as of July 21, 2025 of $0.01 per common share, or approximately $1,669. We expect to pay this distribution on or about August 14, 2025 using cash on hand.
In order to meet cash needs that may result from our desire or need to make distributions or pay operating or capital expenses, we maintain a $650,000 secured revolving credit facility which is governed by a credit agreement. We can borrow, subject to meeting certain financial covenants, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayments are due until maturity. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. The maturity date of our revolving credit facility is June 29, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to further extend the stated maturity date of the facility by two additional six-month periods.
Interest payable on drawings under our revolving credit facility is based on SOFR plus a margin ranging from 1.50% to 3.00% based on our leverage ratio, as defined in our credit agreement, which was 2.50% as of June 30, 2025. We also pay unused commitment fees of 20 to 30 basis points per annum on the total amount of lending commitments under our revolving credit facility based on amounts outstanding. As of June 30, 2025 and 2024, the annual interest rate payable on borrowings under our revolving credit facility was 6.89% and 7.83%, respectively. As of June 30, 2025, we had $100,000 outstanding under our revolving credit facility and $550,000 available for borrowings. On July 1, 2025, we borrowed the remaining $550,000 available under our revolving credit facility as a precautionary measure to preserve financial flexibility. As of August 1, 2025, we remain fully drawn under our revolving credit facility.
As collateral for all loans and other obligations under our revolving credit facility, certain of our subsidiaries pledged all of their respective equity interests in certain of our direct and indirect property owning subsidiaries, and our pledged subsidiaries provided first mortgage liens on certain properties, as discussed below.
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In February 2025, we and our lenders amended the agreement governing our revolving credit facility to reduce the minimum fixed charge coverage ratio covenant from 1.50x to 1.30x effective with respect to the fourth quarter of 2024 and continuing through the end of the loan term. In order to exercise the first extension option, we are required to maintain a 1.50x minimum fixed charge coverage ratio level as of and for the duration of the extension period. We also agreed to change the required collateral property debt yield to 10% effective with respect to the first quarter of 2025 and continuing through the end of the loan term and to swap collateral properties as follows: 47 hotels with an aggregate of 7,981 keys were released from the collateral pool and 35 travel centers leased to TA, which we refer to as TA Lease No. 5, were added as collateral to our revolving credit facility. Our disposition plan includes 36 hotels with an aggregate of 4,862 keys and an aggregate undepreciated book value of $650,093 that were released from the collateral pool. The collateral swap was completed in May 2025. As of June 30, 2025, our revolving credit facility was secured by 55 properties, including 17 hotels and 38 net lease properties, with an aggregate undepreciated book value of $900,148.
Redemption of Senior Unsecured Notes
On August 5, 2025, we announced the early redemption of our $350,000 5.25% senior unsecured notes due 2026 at par, plus accrued and unpaid interest to, but excluding the date of redemption. We expect to fund this redemption on or about September 4, 2025, using cash on hand.
Net Lease Mortgage Notes
On January 27, 2025, the Issuer issued the VFN secured by the 314 net lease properties that secure our existing $605,632 of net lease mortgage notes. The VFN permits borrowings on a revolving basis up to $45,000 and the Issuer can borrow, repay and reborrow funds available until maturity. The maturity date of the VFN is January 27, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, can be extended by one year at the Issuer’s option. The VFN requires interest payments only on drawings under the VFN based on SOFR plus a margin of 1.75%, and an unused commitment fee of 50 basis points per annum paid on undrawn amounts. As of June 30, 2025, the annual interest rate payable on borrowings under the VFN was 6.04%. The weighted average annual interest rate for borrowings under the VFN was 6.05% for the three and six months ended June 30, 2025, respectively. As of both June 30, 2025 and August 1, 2025, $45,000 was outstanding under the VFN.
Our debt maturities (other than our revolving credit facility and VFN) as of June 30, 2025 were as follows:
| Year | Debt Maturities | |||||||
| 2025 | $ | 979 | ||||||
| 2026 | 801,958 | |||||||
| 2027 | 851,958 | |||||||
| 2028 | 1,000,737 | |||||||
| 2029 | 1,125,000 | |||||||
| Thereafter | 1,900,000 | |||||||
| $ | 5,680,632 | |||||||
None of our senior note debt obligations require principal or sinking fund payments prior to their maturity dates. Our mortgage notes require monthly principal payments as described in Part I, Item 3 of this Quarterly Report on Form 10-Q.
We currently expect to use cash on hand, the cash flows from our operations, borrowings available under our revolving credit facility, if any, or VFN, net proceeds from any asset sales and net proceeds of offerings of equity or the incurrence of debt to fund our operations, capital expenditures, investments, future debt maturities, distributions to our shareholders and other general business purposes.
When significant amounts are outstanding for an extended period of time under our revolving credit facility, or the maturities of our indebtedness approach, we currently expect to explore refinancing alternatives. Such alternatives may include incurring additional debt, issuing new equity securities and the sale of properties. We have an effective shelf registration statement that allows us to issue public securities on an expedited basis, but it does not assure that there will be buyers for such securities. We may also seek to participate in joint ventures or other arrangements that may provide us additional sources of financing. We may also assume mortgage debt on properties we may acquire or obtain mortgage financing on our existing properties.
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While we believe we will generally have access to various types of financings, including debt or equity, to fund our future acquisitions and to pay our debts and other obligations, we cannot be sure that we will be able to complete any debt or equity offerings or other types of financings or that our cost of any future public or private financings will not increase. Also, as noted above, we are limited in our ability to incur additional debt pursuant to our debt agreements and are not permitted under our debt agreements to incur any debt while below the 1.50x consolidated income available for debt service to debt service ratio requirement under our public debt covenants as described below.
Our ability to complete, and the costs associated with, future debt transactions depend primarily upon credit market conditions and our then perceived creditworthiness. We have no control over market conditions. Our credit ratings depend upon evaluations by credit rating agencies of our business practices and plans, including our ability to maintain our earnings, to stagger our debt maturities and to balance our use of debt and equity capital so that our financial performance and leverage ratios afford us flexibility to withstand any reasonably anticipated adverse changes. Similarly, our ability to raise equity capital in the future will depend primarily upon equity capital market conditions and our ability to conduct our business to maintain and grow our operating cash flows. We intend to conduct our business activities in a manner which will afford us reasonable access to capital for investment and financing activities. However, as discussed elsewhere in this Quarterly Report on Form 10-Q, the impacts of the current, and possibly future, inflationary conditions, uncertainties surrounding interest rates and a possible economic recession are uncertain and may have various negative consequences on us and our operations, including a decline in financing availability and increased costs for financing. Further, such conditions could also disrupt the capital markets generally and limit our access to financing from public sources or on favorable terms, particularly if the global financial markets experience significant disruptions.
Debt Covenants
Our debt obligations at June 30, 2025 consisted of $100,000 of borrowings outstanding under our $650,000 revolving credit facility, $5,075,000 aggregate principal amounts of senior notes, $605,632 aggregate principal amounts of net lease mortgage notes and $45,000 of borrowings outstanding under the VFN. For further information regarding our indebtedness, see Note 8 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Our publicly and privately issued senior notes are governed by our indentures and related supplements. These indentures and related supplements and our credit agreement contain covenants that generally restrict our ability to incur debt, including debt secured by mortgages on our properties, in excess of calculated amounts, and require us to maintain various financial ratios. Our credit agreement, net lease mortgage notes, secured senior notes and unsecured senior notes, indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR ceasing to act as our business manager. As of June 30, 2025, we believe we were in compliance with all of the covenants under our indentures and their supplements, net lease mortgage notes and our credit agreement, except as noted above and below.
Senior Notes Indenture Covenants
The following table summarizes the results of the financial tests required by the indentures and related supplements for our senior secured and unsecured notes as of June 30, 2025:
| Actual Results | Covenant Requirement | |||||||||||||
| Total debt / adjusted total assets | 55.9% | Maximum of 60% | ||||||||||||
| Secured debt / adjusted total assets | 16.8% | Maximum of 40% | ||||||||||||
| Consolidated income available for debt service / debt service | 1.49x | Minimum of 1.50x | ||||||||||||
| Total unencumbered assets / unsecured debt | 190.0% | Minimum 150% | ||||||||||||
Total unencumbered assets in guarantor subsidiaries / senior guaranteed unsecured debt | 4.51x | Minimum of 2.20x | ||||||||||||
The above consolidated income available for debt service to debt service ratio was 1.49x on a pro forma basis as of June 30, 2025, which was below the required level that would permit us to incur additional debt. We are not permitted under our debt agreements to incur additional debt while we remain below the required covenant level.
As of June 30, 2025, adjusted total assets for covenant purposes as defined in our senior notes indentures were $10,414,487 and assets encumbered under our revolving credit facility, serving as collateral for our net lease mortgage notes or secured senior notes represented $2,670,993 of adjusted total assets, as defined in our senior notes indentures. Our unencumbered hotels, travel centers, other net lease properties and other corporate assets represent $5,802,780, $916,092, $833,832 and $190,790 of adjusted total assets, respectively.
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The following table presents the calculation of adjusted total assets to total assets in accordance with GAAP:
| Total assets | $ | 6,932,512 | |||
Plus: accumulated depreciation (1) | 3,265,709 | ||||
| Plus: impairment and other adjustments to reflect original cost of real estate assets | 455,394 | ||||
| Less: accounts receivable and intangibles | (239,128) | ||||
| Adjusted total assets | $ | 10,414,487 | |||
(1)Includes $865,039 of accumulated depreciation on assets of properties held for sale.
Our ability to incur additional debt is subject to meeting the required covenant levels and subject to the provisions of our debt agreements.
Acceleration and Cross-Default
Our indentures and their supplements contain cross default provisions to any other debt of $50,000 or more. Similarly, our credit agreement has cross default provisions to other indebtedness that is recourse of $25,000 or more and indebtedness that is non-recourse of $75,000 or more. Neither our indentures and their supplements nor our credit agreement contain provisions for acceleration which could be triggered by a change in our debt ratings.
Supplemental Guarantor Information
Our 5.50% Senior Notes due 2027, or the 2027 Notes, our 8.375% Senior Guaranteed Unsecured Notes due 2029, or the 2029 Notes, and our 8.875% Senior Guaranteed Unsecured Notes due 2032, or the 2032 Notes, are fully and unconditionally guaranteed, on a joint and several basis and on a senior unsecured basis, by all of our subsidiaries, except for certain excluded subsidiaries, including our foreign subsidiaries and our subsidiaries pledged under our credit agreement and our net lease mortgage notes. The notes and the guarantees will be effectively subordinated to all of our and the subsidiary guarantors’ secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and will be structurally subordinated to all indebtedness and other liabilities and any preferred equity of any of our subsidiaries that do not guarantee the notes. Our remaining $2,425,000 of senior unsecured notes do not have the benefit of any guarantees.
A subsidiary guarantor’s guarantee of the 2027 Notes, the 2029 Notes and the 2032 Notes and all other obligations of such subsidiary guarantor under the indentures governing the notes will automatically terminate and such subsidiary guarantor will automatically be released from all of its obligations under such subsidiary guarantee and such indenture under certain circumstances, including on or after the date on which (a) the notes have received a rating equal to or higher than Baa2 (or the equivalent) by Moody’s Investor Services, or Moody’s, and BBB (or the equivalent) by Standard & Poor’s Ratings Services, or S&P, or if Moody’s or S&P ceases to rate the notes for reasons outside of our control, the equivalent investment grade rating from any other rating agency and (b) no default or event of default has occurred and is continuing under the indenture. Our non-guarantor subsidiaries are separate and distinct legal entities and will have no obligation, contingent or otherwise, to pay any amounts due on these notes or the guarantees, or to make any funds available therefor, whether by dividend, distribution, loan or other payments. The rights of holders of these notes to benefit from any of the assets of our non-guarantor subsidiaries are subject to the prior satisfaction of claims of those subsidiaries’ creditors and any preferred equity holders. As a result, these notes and the related guarantees will be effectively subordinated to all of our and the subsidiary guarantors’ secured indebtedness, respectively, to the extent of the value of the collateral securing such secured indebtedness, and will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries that do not guarantee these notes, including guarantees of or pledges under other indebtedness of ours, payment obligations under lease agreements, trade payables and preferred equity.
The following table presents summarized financial information for us and the subsidiary guarantors, on a combined basis, after elimination of (i) intercompany transactions and balances among us and the subsidiary guarantors, and (ii) equity in earnings from, and any investments in, any of our non-guarantor subsidiaries:
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| As of June 30, 2025 | As of December 31, 2024 | |||||||||||||
Real estate properties, net (1) | $ | 4,441,857 | $ | 4,167,260 | ||||||||||
| Other assets, net | 450,135 | 507,507 | ||||||||||||
| Indebtedness, net | $ | 5,100,871 | $ | 5,142,420 | ||||||||||
Intercompany balances (2) | 1,227,399 | 751,637 | ||||||||||||
| Other liabilities | 313,184 | 358,778 | ||||||||||||
| Six Months Ended June 30, 2025 | ||||||||
Revenues | $ | 773,292 | ||||||
Expenses | 931,651 | |||||||
Net loss | $ | (158,359) | ||||||
(1)Real estate properties, net as of June 30, 2025 includes $133,061 of properties owned directly by us and not included in the assets of the subsidiary guarantors.
(2)Intercompany balances represent payables to non-guarantor subsidiaries.
Related Person Transactions
We have relationships and historical and continuing transactions with RMR, RMR Inc. and Sonesta and others related to them. For further information about these and other such relationships and related person transactions, see Notes 6, 10 and 11 to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2024 Annual Report, our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders and our other filings with the Securities and Exchange Commission, or SEC. In addition, see the section captioned “Risk Factors” in our 2024 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR or its subsidiaries provide management services.
Critical Accounting Estimates
The preparation of our condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in the condensed consolidated financial statements include consolidation of VIEs, purchase price allocations, the determination of useful lives of fixed assets, classification of leases, and the assessment of the book values and impairment of real estate intangible assets and equity investments.
A discussion of our critical accounting estimates is included in our 2024 Annual Report. There have been no significant changes in our critical accounting estimates since the year ended December 31, 2024.
37
Property and Operating Statistics (dollars in thousands, except hotel statistics)
As of June 30, 2025, we owned and managed a diverse portfolio of hotels and net lease properties across the United States and in Puerto Rico and Canada with 145 distinct brands across 22 industries.
Hotel Portfolio
The following tables summarize the operating statistics, including occupancy, ADR and RevPAR reported to us by our hotel managers by hotel brand for the periods indicated. All operating data presented are based upon the operating results provided by our hotel managers for the indicated periods. We have not independently verified our managers’ operating data.
All Hotels* | No. of Rooms or Suites | Occupancy | ADR | RevPAR | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Service Level | No. of Hotels | Three Months Ended June 30, | Three Months Ended June 30, | Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Brand | 2025 | 2024 | Change | 2025 | 2024 | Change | 2025 | 2024 | Change | |||||||||||||||||||||||||||||||||||||||||||||||
Retained Hotels: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Royal Sonesta Hotels® | Full Service | 17 | 5,663 | 68.2 | % | 67.5 | % | 0.7 pts | $238.10 | $239.45 | (0.6) | % | $ | 162.31 | $ | 161.70 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
| Sonesta Hotels & Resorts® | Full Service | 22 | 7,207 | 66.2 | % | 65.0 | % | 1.2 pts | 166.86 | 164.16 | 1.6 | % | 110.49 | 106.65 | 3.6 | % | ||||||||||||||||||||||||||||||||||||||||
| Radisson® Hotels & Resorts | Full Service | 5 | 1,149 | 64.8 | % | 71.3 | % | (6.5) pts | 153.03 | 146.39 | 4.5 | % | 99.22 | 104.33 | (4.9) | % | ||||||||||||||||||||||||||||||||||||||||
| Country Inn & Suites® by Radisson | Full Service | 2 | 346 | 70.1 | % | 74.6 | % | (4.5) pts | 144.57 | 152.57 | (5.2) | % | 101.29 | 113.89 | (11.1) | % | ||||||||||||||||||||||||||||||||||||||||
| Crowne Plaza® | Full Service | 1 | 495 | 67.8 | % | 69.4 | % | (1.6) pts | 133.49 | 144.36 | (7.5) | % | 90.45 | 100.25 | (9.8) | % | ||||||||||||||||||||||||||||||||||||||||
| Full Service Total/Average | 47 | 14,860 | 67.0 | % | 66.8 | % | 0.2 pts | 191.77 | 190.70 | 0.6 | % | 128.48 | 127.40 | 0.8 | % | |||||||||||||||||||||||||||||||||||||||||
| Sonesta ES Suites® | Extended Stay | 7 | 958 | 80.3 | % | 74.2 | % | 6.1 pts | 149.90 | 154.83 | (3.2) | % | 120.40 | 114.94 | 4.7 | % | ||||||||||||||||||||||||||||||||||||||||
| Sonesta Select® | Select Service | 6 | 873 | 71.8 | % | 68.8 | % | 3.0 pts | 140.89 | 143.26 | (1.7) | % | 101.17 | 98.58 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||||
| Sonesta Simply Suites® | Extended Stay | 7 | 1,144 | 73.1 | % | 76.1 | % | (3.0) pts | 129.80 | 124.86 | 4.0 | % | 94.87 | 94.96 | (0.1) | % | ||||||||||||||||||||||||||||||||||||||||
| Hyatt Place® | Select Service | 17 | 2,107 | 74.3 | % | 70.9 | % | 3.4 pts | 126.28 | 124.16 | 1.7 | % | 93.78 | 88.00 | 6.6 | % | ||||||||||||||||||||||||||||||||||||||||
| Focused Service Total/Average | 37 | 5,082 | 74.7 | % | 72.3 | % | 2.4 pts | 134.25 | 133.38 | 0.7 | % | 100.31 | 96.46 | 4.0 | % | |||||||||||||||||||||||||||||||||||||||||
| Retained Hotels Total/Average | 84 | 19,942 | 69.0 | % | 68.2 | % | 0.8 pts | $175.89 | $175.21 | 0.4 | % | $ | 121.30 | $ | 119.51 | 1.5 | % | |||||||||||||||||||||||||||||||||||||||
Exit Hotels: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sonesta ES Suites® | Extended Stay | 45 | 5,731 | 74.5 | % | 73.5 | % | 1.0 pts | $124.18 | $124.91 | (0.6) | % | $ | 92.57 | $ | 91.82 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
| Sonesta Select® | Select Service | 32 | 4,678 | 61.1 | % | 62.5 | % | (1.4) pts | 111.96 | 114.22 | (2.0) | % | 68.38 | 71.40 | (4.2) | % | ||||||||||||||||||||||||||||||||||||||||
| Sonesta Simply Suites® | Extended Stay | 39 | 4,750 | 71.9 | % | 73.8 | % | (1.9) pts | 83.67 | 84.65 | (1.2) | % | 60.12 | 62.45 | (3.7) | % | ||||||||||||||||||||||||||||||||||||||||
| Exit Hotels Total/Average | 116 | 15,159 | 69.5 | % | 70.2 | % | (0.7) | pts | 107.75 | 108.72 | (0.9) | % | 74.94 | 76.32 | (1.8) | % | ||||||||||||||||||||||||||||||||||||||||
| All Hotels Total/Average | 200 | 35,101 | 69.2 | % | 69.1 | % | 0.1 pts | $146.32 | $146.02 | 0.2 | % | $ | 101.27 | $ | 100.85 | 0.4 | % | |||||||||||||||||||||||||||||||||||||||
*Includes results of all hotels owned as of June 30, 2025. Excludes the results of hotels sold during the periods presented. Retained Hotels represents 59 hotels managed by Sonesta, 17 hotels managed by Hyatt, seven hotels managed by Radisson, and one hotel managed by IHG that we will continue to own after the Exit Hotels are sold. Exit Hotels represent 116 hotels managed by Sonesta that we plan to sell. We are no longer marketing our Crowne Plaza hotel for sale.
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All Hotels* | No. of Rooms or Suites | Occupancy | ADR | RevPAR | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Service Level | No. of Hotels | Six Months Ended June 30, | Six Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Brand | 2025 | 2024 | Change | 2025 | 2024 | Change | 2025 | 2024 | Change | |||||||||||||||||||||||||||||||||||||||||||||||
Retained Hotels: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Royal Sonesta Hotels® | Full Service | 17 | 5,663 | 59.7 | % | 59.1 | % | 0.6 pts | $241.53 | $238.28 | 1.4 | % | $ | 144.23 | $ | 140.90 | 2.4 | % | ||||||||||||||||||||||||||||||||||||||
| Sonesta Hotels & Resorts® | Full Service | 22 | 7,207 | 60.3 | % | 60.6 | % | (0.3) pts | 167.37 | 164.18 | 1.9 | % | 100.90 | 99.52 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||||
| Radisson® Hotels & Resorts | Full Service | 5 | 1,149 | 62.2 | % | 65.9 | % | (3.7) pts | 153.53 | 148.54 | 3.4 | % | 95.44 | 97.87 | (2.5) | % | ||||||||||||||||||||||||||||||||||||||||
| Country Inn & Suites® by Radisson | Full Service | 2 | 346 | 62.9 | % | 67.5 | % | (4.6) pts | 138.62 | 144.66 | (4.2) | % | 87.14 | 97.59 | (10.7) | % | ||||||||||||||||||||||||||||||||||||||||
| Crowne Plaza® | Full Service | 1 | 495 | 70.6 | % | 67.0 | % | 3.6 pts | 141.95 | 146.59 | (3.2) | % | 100.16 | 98.21 | 2.0 | % | ||||||||||||||||||||||||||||||||||||||||
| Full Service Total/Average | 47 | 14,860 | 60.6 | % | 60.8 | % | (0.2) pts | 192.42 | 189.16 | 1.7 | % | 116.64 | 115.07 | 1.4 | % | |||||||||||||||||||||||||||||||||||||||||
| Sonesta ES Suites® | Extended Stay | 7 | 958 | 74.3 | % | 71.3 | % | 3.0 pts | 151.29 | 154.75 | (2.2) | % | 112.38 | 110.41 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||||
| Sonesta Select® | Select Service | 6 | 873 | 66.8 | % | 63.1 | % | 3.7 pts | 131.65 | 133.84 | (1.6) | % | 87.89 | 84.39 | 4.1 | % | ||||||||||||||||||||||||||||||||||||||||
| Sonesta Simply Suites® | Extended Stay | 7 | 1,144 | 70.4 | % | 69.6 | % | 0.8 pts | 122.75 | 120.57 | 1.8 | % | 86.44 | 83.89 | 3.0 | % | ||||||||||||||||||||||||||||||||||||||||
| Hyatt Place® | Select Service | 17 | 2,107 | 68.5 | % | 59.2 | % | 9.3 pts | 124.82 | 122.44 | 1.9 | % | 85.46 | 72.46 | 18.0 | % | ||||||||||||||||||||||||||||||||||||||||
| Focused Service Total/Average | 37 | 5,082 | 69.7 | % | 64.5 | % | 5.2 pts | 130.79 | 130.64 | 0.1 | % | 91.17 | 84.23 | 8.2 | % | |||||||||||||||||||||||||||||||||||||||||
| Retained Hotels Total/Average | 84 | 19,942 | 62.9 | % | 61.8 | % | 1.1 pts | $175.02 | $173.59 | 0.8 | % | $ | 110.15 | $ | 107.21 | 2.7 | % | |||||||||||||||||||||||||||||||||||||||
Exit Hotels: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sonesta ES Suites® | Extended Stay | 45 | 5,731 | 69.5 | % | 69.2 | % | 0.3 pts | $123.80 | $123.40 | 0.3 | % | $ | 86.05 | $ | 85.41 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
| Sonesta Select® | Select Service | 32 | 4,678 | 57.0 | % | 57.0 | % | — pts | 113.41 | 115.28 | (1.6) | % | 64.65 | 65.67 | (1.6) | % | ||||||||||||||||||||||||||||||||||||||||
| Sonesta Simply Suites® | Extended Stay | 39 | 4,750 | 65.7 | % | 67.5 | % | (1.8) pts | 83.11 | 84.10 | (1.2) | % | 54.59 | 56.73 | (3.8) | % | ||||||||||||||||||||||||||||||||||||||||
| Exit Hotels Total/Average | 116 | 15,159 | 64.4 | % | 64.9 | % | (0.5) | pts | 107.97 | 108.40 | (0.4) | % | 69.59 | 70.33 | (1.1) | % | ||||||||||||||||||||||||||||||||||||||||
| All Hotels Total/Average | 200 | 35,101 | 63.6 | % | 63.1 | % | 0.5 pts | $145.67 | $144.64 | 0.7 | % | $ | 92.63 | $ | 91.28 | 1.5 | % | |||||||||||||||||||||||||||||||||||||||
*Includes results of all hotels owned as of June 30, 2025. Excludes the results of hotels sold during the periods presented. Retained Hotels represents 59 hotels managed by Sonesta, 17 hotels managed by Hyatt, seven hotels managed by Radisson, and one hotel managed by IHG that we will continue to own after the Exit Hotels are sold. Exit Hotels represent 116 hotels managed by Sonesta that we plan to sell.
Net Lease Portfolio
As of June 30, 2025, our net lease properties were 97.3% occupied and we had 20 properties available for lease. During the six months ended June 30, 2025, we entered into lease renewals for 383,743 rentable square feet (14 properties) at weighted (by rentable square feet) average rents that were 10.8% above the prior rents for the same space. The weighted (by rentable square feet) average lease term for these leases was 12.6 years. We also entered into new leases for 7,893 rentable square feet (two properties) at rent that was 9.9% above the prior rent for the same space. The weighted (by rentable square feet) average lease term for these leases was 12.7 years.
Generally, lease agreements with our net lease tenants require payment of minimum rent to us. Certain of these minimum rent payment amounts are secured by full or limited guarantees. Annualized minimum rent represents cash amounts and excludes adjustments, if any, necessary to record scheduled rent changes on a straight line basis or any expense reimbursement. Annualized minimum rent excludes the impact of rents prepaid by TA.
39
As of June 30, 2025, our net lease tenants operated across 136 brands. The following table identifies the top ten brands based on annualized minimum rent:
| Brand | No. of Properties | Investment (1) | Percent of Total Investment | Annualized Minimum Rent | Percent of Total Annualized Minimum Rent | Rent Coverage (2) | ||||||||||||||||||||||||||||||||||||||
| 1. | TravelCenters of America Inc. | 131 | $ | 2,254,950 | 44.8 | % | $ | 180,329 | 46.7 | % | 1.31 | x | (3) | |||||||||||||||||||||||||||||||
| 2. | Petro Stopping Centers | 44 | 1,015,156 | 20.1 | % | 83,933 | 21.7 | % | 1.31 | x | (3) | |||||||||||||||||||||||||||||||||
| 3. | The Great Escape | 14 | 98,242 | 1.9 | % | 7,711 | 2.0 | % | 4.75 | x | ||||||||||||||||||||||||||||||||||
| 4. | Life Time Fitness | 3 | 92,617 | 1.8 | % | 5,770 | 1.5 | % | 2.84 | x | ||||||||||||||||||||||||||||||||||
| 5. | Buehler's Fresh Foods | 5 | 76,469 | 1.5 | % | 5,657 | 1.5 | % | 2.72 | x | ||||||||||||||||||||||||||||||||||
| 6. | Heartland Dental | 59 | 61,120 | 1.2 | % | 4,841 | 1.3 | % | 4.71 | x | ||||||||||||||||||||||||||||||||||
| 7. | Norms | 10 | 53,673 | 1.1 | % | 3,826 | 1.0 | % | 3.36 | x | ||||||||||||||||||||||||||||||||||
| 8. | Express Oil Change | 23 | 49,724 | 1.0 | % | 3,717 | 1.0 | % | 5.77 | x | ||||||||||||||||||||||||||||||||||
| 9. | AMC Theatres | 5 | 57,385 | 1.1 | % | 3,564 | 0.9 | % | 1.68 | x | ||||||||||||||||||||||||||||||||||
| 10. | Pizza Hut | 40 | 45,285 | 0.9 | % | 3,552 | 0.9 | % | 2.14 | x | ||||||||||||||||||||||||||||||||||
Other (4) | 408 | 1,233,750 | 24.6 | % | 83,621 | 21.5 | % | 3.65 | x | |||||||||||||||||||||||||||||||||||
| Total | 742 | $ | 5,038,371 | 100.0 | % | $ | 386,521 | 100.0 | % | 2.04 | x | |||||||||||||||||||||||||||||||||
(1)Represents the historical cost of our properties plus capital improvements funded by us less impairment write-downs, if any.
(2)See page 31 for our definition of rent coverage.
(3)Rent coverage information provided by tenant is for all 175 sites on a consolidated basis and is as of June 30, 2025.
(4)Consists of 126 distinct brands with an average investment of $3,024 per property and average annual minimum rent of $205 per property.
As of June 30, 2025, our top ten net lease tenants based on our annualized minimum rent are listed below:
| Tenant | Brand Affiliation | No. of Properties | Investment (1) | Percent of Total Investment | Annualized Minimum Rent | Percent of Total Annualized Minimum Rent | Rent Coverage (2) | ||||||||||||||||||||||||||||||||||||||||
| 1. | TravelCenters of America Inc. (3) | TravelCenters of America / Petro Stopping Centers | 175 | $ | 3,270,106 | 64.9 | % | $ | 264,262 | 68.4 | % | 1.31x | |||||||||||||||||||||||||||||||||||
| 2. | Universal Pool Co., Inc. | The Great Escape | 14 | 98,242 | 1.9 | % | 7,711 | 2.0 | % | 4.75x | |||||||||||||||||||||||||||||||||||||
| 3. | Healthy Way of Life II, LLC | Life Time Fitness | 3 | 92,617 | 1.8 | % | 5,770 | 1.5 | % | 2.84x | |||||||||||||||||||||||||||||||||||||
| 4. | Styx Acquisition, LLC | Buehler's Fresh Foods | 5 | 76,469 | 1.5 | % | 5,657 | 1.5 | % | 2.72x | |||||||||||||||||||||||||||||||||||||
| 5. | Professional Resource Development, Inc. | Heartland Dental | 59 | 61,120 | 1.2 | % | 4,841 | 1.3 | % | 4.71x | |||||||||||||||||||||||||||||||||||||
| 6. | Norms Restaurants, LLC | Norms | 10 | 53,673 | 1.1 | % | 3,826 | 1.0 | % | 3.36x | |||||||||||||||||||||||||||||||||||||
| 7. | Express Oil Change, L.L.C. | Express Oil Change | 23 | 49,724 | 1.0 | % | 3,717 | 1.0 | % | 5.77x | |||||||||||||||||||||||||||||||||||||
| 8. | Pilot Travel Centers LLC | Flying J Travel Plaza | 3 | 41,681 | 0.8 | % | 3,312 | 0.9 | % | 3.14x | |||||||||||||||||||||||||||||||||||||
| 9. | Automotive Remarketing Group, Inc. | America's Auto Auction | 6 | 38,314 | 0.8 | % | 3,216 | 0.8 | % | 9.08x | |||||||||||||||||||||||||||||||||||||
| 10. | Fleet Farm Group LLC | Fleet Farm | 1 | 37,802 | 0.8 | % | 2,837 | 0.7 | % | 2.15x | |||||||||||||||||||||||||||||||||||||
| Subtotal, top 10 | 299 | 3,819,748 | 75.8 | % | 305,149 | 79.1 | % | 1.69x | |||||||||||||||||||||||||||||||||||||||
| 11. | Other (4) | Various | 443 | 1,218,623 | 24.2 | % | 81,372 | 20.9 | % | 3.35x | |||||||||||||||||||||||||||||||||||||
| Total | 742 | $ | 5,038,371 | 100.0 | % | $ | 386,521 | 100.0 | % | 2.04x | |||||||||||||||||||||||||||||||||||||
(1)Represents the historical cost of our net lease properties plus capital improvements funded by us less impairment write-downs, if any.
(2)See page 31 for our definition of rent coverage.
(3)TA is our largest tenant. As of June 30, 2025, we leased 175 travel centers (131 under the TravelCenters of America brand and 44 under the Petro Stopping Centers brand) to a subsidiary of TA under five master leases that expire in 2033. TA has five renewal options for 10 years each for all of the travel centers under each lease. BP Corporation North America Inc. guarantees payment under each of the five master leases. The aggregate guaranty as of June 30, 2025 was $3,037,475. Annualized minimum rent excludes the impact of rents prepaid by TA. Rent coverage was 1.37x, 1.37x, 1.41x, 1.38x and 1.09x for our TA leases no. 1, no. 2, no. 3, no. 4 and no. 5, respectively. Rent coverage is as of June 30, 2025.
(4)Consists of 164 tenants with an average investment of $2,751 per property and an average annual minimum rent of $184 per property.
40
As of June 30, 2025, our net lease tenants operated across 21 distinct industries within the service-focused retail sector of the U.S. economy.
| Industry | No. of Properties | Investment (1) | Percent of Total Investment | Annualized Minimum Rent | Percent of Total Annualized Minimum Rent | Rent Coverage (2) | ||||||||||||||||||||||||||||||||||||||
| 1. | Travel Centers | 178 | $ | 3,311,787 | 65.7% | $ | 267,574 | 69.2 | % | 1.33 x | (3) | |||||||||||||||||||||||||||||||||
| 2. | Restaurants - Quick Service | 204 | 280,787 | 5.6% | 19,632 | 5.1 | % | 2.99 | x | |||||||||||||||||||||||||||||||||||
| 3. | Restaurants - Casual Dining | 54 | 193,351 | 3.8% | 12,051 | 3.1 | % | 2.94 | x | |||||||||||||||||||||||||||||||||||
| 4. | Health and Fitness | 14 | 196,084 | 3.9% | 11,790 | 3.1 | % | 2.23 | x | |||||||||||||||||||||||||||||||||||
| 5. | Grocery Stores | 19 | 129,152 | 2.6% | 9,317 | 2.4 | % | 3.22 | x | |||||||||||||||||||||||||||||||||||
| 6. | Medical, Dental Office | 70 | 104,042 | 2.1% | 8,342 | 2.2 | % | 3.51 | x | |||||||||||||||||||||||||||||||||||
| 7. | Movie Theaters | 14 | 134,413 | 2.7% | 8,242 | 2.1 | % | 1.79 | x | |||||||||||||||||||||||||||||||||||
| 8. | Automotive Equipment and Services | 64 | 107,054 | 2.1% | 7,826 | 2.1 | % | 5.01 | x | |||||||||||||||||||||||||||||||||||
| 9. | Home Goods and Leisure | 14 | 98,242 | 1.9% | 7,711 | 2.0 | % | 4.75 | x | |||||||||||||||||||||||||||||||||||
| 10. | Automotive Dealers | 8 | 62,656 | 1.2% | 4,982 | 1.3 | % | 7.35 | x | |||||||||||||||||||||||||||||||||||
| 11. | General Merchandise Stores | 4 | 55,457 | 1.1% | 3,997 | 1.0 | % | 2.89 | x | |||||||||||||||||||||||||||||||||||
| 12. | Entertainment | 3 | 51,473 | 1.0% | 3,947 | 1.0 | % | 1.29 | x | |||||||||||||||||||||||||||||||||||
| 13. | Educational Services | 7 | 44,820 | 0.9% | 3,572 | 0.9 | % | 1.90 | x | |||||||||||||||||||||||||||||||||||
| 14. | Building Materials | 29 | 34,006 | 0.7% | 3,258 | 0.8 | % | 8.47 | x | |||||||||||||||||||||||||||||||||||
| 15. | Car Washes | 7 | 36,125 | 0.7% | 2,840 | 0.7 | % | 4.96 | x | |||||||||||||||||||||||||||||||||||
| 16. | Miscellaneous Manufacturing | 5 | 24,355 | 0.5% | 1,728 | 0.5 | % | 13.54 | x | |||||||||||||||||||||||||||||||||||
| 17. | Sporting Goods | 3 | 18,548 | 0.4% | 1,106 | 0.3 | % | 4.05 | x | |||||||||||||||||||||||||||||||||||
| 18. | Legal Services | 5 | 11,362 | 0.2% | 1,097 | 0.3 | % | 3.32 | x | |||||||||||||||||||||||||||||||||||
| 19. | Drug Stores and Pharmacies | 6 | 17,111 | 0.3% | 957 | 0.2 | % | 1.07 | x | |||||||||||||||||||||||||||||||||||
| 20. | Dollar Stores | 3 | 2,971 | 0.1% | 190 | 0.1 | % | 2.10 | x | |||||||||||||||||||||||||||||||||||
| 21. | Other (4) | 11 | 66,027 | 1.3% | 6,362 | 1.6 | % | 4.50 | x | |||||||||||||||||||||||||||||||||||
| 22. | Vacant | 20 | 58,548 | 1.2% | — | — | % | — | x | |||||||||||||||||||||||||||||||||||
| Total | 742 | $ | 5,038,371 | 100.0% | $ | 386,521 | 100.0% | 2.04 | x | |||||||||||||||||||||||||||||||||||
(1)Represents the historical cost of our net lease properties plus capital improvements funded by us less impairment write-downs, if any.
(2)See page 31 for our definition of rent coverage.
(3)Rent coverage for TA is as of June 30, 2025.
(4)Consists of miscellaneous businesses with an average investment of $6,002 per property.
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As of June 30, 2025, lease expirations at our net lease properties by year are as follows:
Year (1) | Number of Properties | Square Feet | Annualized Minimum Rent Expiring | Percent of Total Annualized Minimum Rent Expiring | Cumulative Percent of Total Annualized Minimum Rent Expiring | |||||||||||||||||||||||||||
| 2025 | 20 | 320,729 | $ | 6,379 | 1.7% | 1.7% | ||||||||||||||||||||||||||
| 2026 | 103 | 1,007,554 | 11,584 | 3.0% | 4.7% | |||||||||||||||||||||||||||
| 2027 | 35 | 962,837 | 12,768 | 3.3% | 8.0% | |||||||||||||||||||||||||||
| 2028 | 22 | 594,268 | 9,613 | 2.5% | 10.5% | |||||||||||||||||||||||||||
| 2029 | 76 | 628,549 | 10,512 | 2.7% | 13.2% | |||||||||||||||||||||||||||
| 2030 | 34 | 286,491 | 6,343 | 1.6% | 14.8% | |||||||||||||||||||||||||||
| 2031 | 28 | 397,390 | 5,195 | 1.3% | 16.1% | |||||||||||||||||||||||||||
| 2032 | 35 | 137,154 | 2,902 | 0.8% | 16.9% | |||||||||||||||||||||||||||
| 2033 | 213 | 5,371,427 | 270,515 | 69.9% | 86.8% | |||||||||||||||||||||||||||
| 2034 | 22 | 289,885 | 5,726 | 1.6% | 88.4% | |||||||||||||||||||||||||||
| 2035 | 46 | 1,159,583 | 19,393 | 5.0% | 93.4% | |||||||||||||||||||||||||||
| 2036 | 15 | 350,190 | 6,050 | 1.6% | 95.0% | |||||||||||||||||||||||||||
| 2037 | 11 | 318,609 | 3,244 | 0.8% | 95.8% | |||||||||||||||||||||||||||
| 2038 | 6 | 44,484 | 1,201 | 0.3% | 96.1% | |||||||||||||||||||||||||||
| 2039 | 10 | 141,443 | 3,686 | 1.0% | 97.1% | |||||||||||||||||||||||||||
| 2040 | 18 | 115,142 | 2,419 | 0.6% | 97.7% | |||||||||||||||||||||||||||
| 2041 | 8 | 227,381 | 2,626 | 0.7% | 98.4% | |||||||||||||||||||||||||||
| 2042 | — | — | — | —% | 98.4% | |||||||||||||||||||||||||||
| 2043 | 7 | 127,440 | 2,096 | 0.5% | 98.9% | |||||||||||||||||||||||||||
| 2044 | 2 | 93,010 | 278 | 0.1% | 99.0% | |||||||||||||||||||||||||||
| 2045 | 11 | 154,966 | 3,991 | 1.0% | 100.0% | |||||||||||||||||||||||||||
| Total | 722 | 12,728,532 | $ | 386,521 | 100.0% | |||||||||||||||||||||||||||
(1)The year of lease expiration is pursuant to contract terms.
As of June 30, 2025, shown below is the list of our top ten states where our net lease properties are located. No other state represents more than 3% of our net lease annualized minimum rents.
| State | Number of Properties | Square Feet | Annualized Minimum Rent | Percent of Total Annualized Minimum Rent | ||||||||||||||||||||||
| Texas | 54 | 1,132,614 | $ | 33,156 | 8.6% | |||||||||||||||||||||
| Illinois | 52 | 971,207 | 27,706 | 7.2% | ||||||||||||||||||||||
| Ohio | 40 | 1,325,511 | 27,542 | 7.1% | ||||||||||||||||||||||
| California | 22 | 399,045 | 26,375 | 6.8% | ||||||||||||||||||||||
| Georgia | 70 | 580,553 | 20,736 | 5.4% | ||||||||||||||||||||||
| Florida | 48 | 587,816 | 18,242 | 4.7% | ||||||||||||||||||||||
| Arizona | 25 | 476,651 | 16,931 | 4.4% | ||||||||||||||||||||||
| Indiana | 39 | 519,353 | 16,265 | 4.2% | ||||||||||||||||||||||
| Pennsylvania | 28 | 544,003 | 16,020 | 4.1% | ||||||||||||||||||||||
| New Mexico | 16 | 246,478 | 12,014 | 3.1% | ||||||||||||||||||||||
| Other | 348 | 6,378,789 | 171,534 | 44.4% | ||||||||||||||||||||||
| Total | 742 | 13,162,020 | $ | 386,521 | 100.0% | |||||||||||||||||||||
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Non-GAAP Financial Measures
We present certain “non-GAAP financial measures” within the meaning of the applicable SEC rules, including funds from operations, or FFO, and normalized funds from operations, or 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 condensed consolidated statements of comprehensive income (loss). 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.
Funds From Operations and Normalized Funds From Operations
We calculate FFO and Normalized FFO as shown below. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, which is net income (loss), calculated in accordance with GAAP, excluding any gain or loss on sale of real estate and loss on impairment of real estate assets, if any, plus real estate depreciation and amortization, as well as adjustments to reflect our share of FFO attributable to an investee and certain other adjustments currently not applicable to us. In calculating Normalized FFO, we adjust for the items shown below. 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 satisfy our REIT distribution requirements, limitations in our debt agreements, 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 our dividend yield compared to the dividend yields 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.
Our calculations of FFO and Normalized FFO for the three and six months ended June 30, 2025 and 2024 and reconciliations of net loss, the most directly comparable financial measure under GAAP reported in our condensed consolidated financial statements, to those amounts appear in the following table (amounts in thousands, except per share amounts):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||||||
| Net loss | $ | (38,159) | $ | (73,850) | $ | (154,594) | $ | (152,233) | |||||||||||||||||||||
| Add (less): | Depreciation and amortization | 75,030 | 95,674 | 164,130 | 188,781 | ||||||||||||||||||||||||
| Loss on asset impairment | 17,654 | 34,887 | 54,721 | 37,338 | |||||||||||||||||||||||||
| Loss (gain) on sale of real estate, net | 156 | 32 | (590) | 2,995 | |||||||||||||||||||||||||
| Adjustments to reflect our share of FFO attributable to an investee | 1,182 | 1,021 | 2,382 | 1,987 | |||||||||||||||||||||||||
| FFO | 55,863 | 57,764 | 66,049 | 78,868 | |||||||||||||||||||||||||
| Add (less): | Loss on early extinguishment of debt, net | — | 16,048 | — | 16,048 | ||||||||||||||||||||||||
| Transaction related costs | 1,345 | — | 1,456 | — | |||||||||||||||||||||||||
| Adjustments to reflect our share of Normalized FFO attributable to an investee | 395 | (2) | 934 | — | |||||||||||||||||||||||||
| Normalized FFO | $ | 57,603 | $ | 73,810 | $ | 68,439 | $ | 94,916 | |||||||||||||||||||||
| Weighted average common shares outstanding (basic and diluted) | 165,743 | 165,198 | 165,679 | 165,178 | |||||||||||||||||||||||||
| Basic and diluted per common share amounts: | |||||||||||||||||||||||||||||
| Net loss | $ | (0.23) | $ | (0.45) | $ | (0.93) | $ | (0.92) | |||||||||||||||||||||
| FFO | $ | 0.34 | $ | 0.35 | $ | 0.40 | $ | 0.48 | |||||||||||||||||||||
| Normalized FFO | $ | 0.35 | $ | 0.45 | $ | 0.41 | $ | 0.57 | |||||||||||||||||||||
| Distributions declared per share | $ | 0.01 | $ | 0.20 | $ | 0.02 | $ | 0.40 | |||||||||||||||||||||
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Item 3. Quantitative and Qualitative Disclosures About Market Risk (dollars in thousands, except per share amounts)
We are exposed to risks associated with market changes in interest rates. We manage our exposure to this market risk by monitoring available financing alternatives. Our strategy to manage exposure to changes in interest rates has not materially changed since December 31, 2024. Other than as described below, we do not currently foresee any significant changes in our exposure to fluctuations in interest rates or in how we manage this exposure in the near future.
Fixed Rate Debt
At June 30, 2025, our outstanding fixed rate debt consisted of the following:
| Debt | Principal Balance | Annual Interest Rate | Annual Interest Expense | Maturity | Interest Payments Due | |||||||||||||||||||||||||||
| Senior unsecured notes | $ | 350,000 | 5.250 | % | $ | 18,375 | 2026 | Semi-Annually | ||||||||||||||||||||||||
| Senior unsecured notes | 450,000 | 4.750 | % | 21,375 | 2026 | Semi-Annually | ||||||||||||||||||||||||||
| Senior unsecured notes | 400,000 | 4.950 | % | 19,800 | 2027 | Semi-Annually | ||||||||||||||||||||||||||
Senior guaranteed unsecured notes | 450,000 | 5.500 | % | 24,750 | 2027 | Semi-Annually | ||||||||||||||||||||||||||
| Senior unsecured notes | 400,000 | 3.950 | % | 15,800 | 2028 | Semi-Annually | ||||||||||||||||||||||||||
| Net lease mortgage notes | 605,632 | 5.600 | % | 33,915 | 2028 | Monthly | ||||||||||||||||||||||||||
Senior guaranteed unsecured notes | 700,000 | 8.375 | % | 58,625 | 2029 | Semi-Annually | ||||||||||||||||||||||||||
| Senior unsecured notes | 425,000 | 4.950 | % | 21,038 | 2029 | Semi-Annually | ||||||||||||||||||||||||||
| Senior unsecured notes | 400,000 | 4.375 | % | 17,500 | 2030 | Semi-Annually | ||||||||||||||||||||||||||
| Senior secured notes | 1,000,000 | 8.625 | % | 86,250 | 2031 | Semi-Annually | ||||||||||||||||||||||||||
Senior guaranteed unsecured notes | 500,000 | 8.875 | % | 44,375 | 2032 | Semi-Annually | ||||||||||||||||||||||||||
| $ | 5,680,632 | $ | 361,803 | |||||||||||||||||||||||||||||
No principal repayments are due under our unsecured or secured senior notes until maturity. Our net lease mortgage notes require principal and interest payments through maturity pursuant to amortization schedules. Because these notes require interest at fixed rates, changes in market interest rates during the term of these debts will not affect our interest obligations. If these notes were refinanced at interest rates which are one percentage point higher than the rates shown above, our per annum interest cost would increase by approximately $56,806. Changes in market interest rates would affect the fair value of our fixed rate debt obligations; increases in market interest rates decrease the fair value of our fixed rate debt while decreases in market interest rates increase the fair value of our fixed rate debt. Based on the balances outstanding at June 30, 2025 and discounted cash flows analyses through the respective maturity dates, and assuming no other changes in factors that may affect the fair value of our fixed rate debt obligations, a hypothetical immediate one percentage point change in interest rates would change the fair value of those debt obligations by approximately $171,991.
Our fixed rate debt arrangements may allow us to make repayments earlier than the stated maturity date. In some cases, we are not allowed to make early repayment prior to a cutoff date and we are generally allowed to make prepayments only at a premium equal to a make whole amount, as defined, which is generally designed to preserve a stated yield to the noteholder. Also, we have in the past repurchased and retired some of our outstanding debts and we may do so again in the future. These prepayment rights and our ability to repurchase and retire outstanding debt may afford us opportunities to mitigate the risks of refinancing our debts at their maturities at higher rates by refinancing prior to maturity.
Floating Rate Debt
As of June 30, 2025, our floating rate debt consisted of $100,000 outstanding under our $650,000 revolving credit facility and $45,000 outstanding under the VFN. On July 1, 2025, we borrowed $550,000 under our revolving credit facility as a precautionary measure to preserve financial flexibility. As of August 1, 2025, our $650,000 revolving credit facility was fully drawn. The maturity date of our revolving credit facility is June 29, 2027, and, subject to our meeting certain conditions, including our payment of an extension fee, we have an option to extend the stated maturity date of the facility by two six-month periods. The maturity date of the VFN is January 27, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, can be extended by one year. No principal repayments are required under our revolving credit facility or the VFN prior to maturity and repayments may be made and redrawn subject to conditions at any time without penalty.
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Borrowings under our revolving credit facility and the VFN are in U.S. dollars and require interest to be paid at a rate of SOFR plus premiums. Accordingly, we are vulnerable to changes in U.S. dollar based short term interest rates, specifically SOFR. In addition, upon renewal or refinancing of our revolving credit facility and the VFN, we are vulnerable to increases in interest rate premiums due to market conditions or our perceived credit characteristics. Generally, a change in interest rates would not affect the value of this floating rate debt but would affect our operating results.
The following table presents the impact a one percentage point increase in interest rates would have on our annual floating rate interest expense at June 30, 2025:
| Impact of Increase in Interest Rates | |||||||||||||||||||||||
Interest Rate Per Year (1) | Outstanding Debt | Total Interest Expense Per Year | Annual Per Share Impact (2) | ||||||||||||||||||||
| At June 30, 2025 | 6.63 | % | $ | 145,000 | $ | 9,614 | $ | 0.06 | |||||||||||||||
| One percentage point increase | 7.63 | % | $ | 145,000 | $ | 11,064 | $ | 0.07 | |||||||||||||||
(1)Based on SOFR plus a premium, which was 250 basis points per annum for our revolving credit facility and 175 basis points per annum for the VFN, as of June 30, 2025. Interest rate is weighted based on amounts outstanding.
(2)Based on diluted weighted average common shares outstanding for the six months ended June 30, 2025.
The following table presents the impact a one percentage point increase in interest rates would have on our annual floating rate interest expense at June 30, 2025 if we were fully drawn on our revolving credit facility and the VFN:
| Impact of Increase in Interest Rates | |||||||||||||||||||||||
Interest Rate Per Year (1) | Outstanding Debt (2) | Total Interest Expense Per Year | Annual Per Share Impact (3) | ||||||||||||||||||||
| At June 30, 2025 | 6.63 | % | $ | 695,000 | $ | 46,079 | $ | 0.28 | |||||||||||||||
| One percentage point increase | 7.63 | % | $ | 695,000 | $ | 53,029 | $ | 0.32 | |||||||||||||||
(1)Based on SOFR plus a premium, which was 250 basis points per annum for our revolving credit facility and 175 basis points per annum for the VFN, as of June 30, 2025. Interest rate is weighted based on amounts outstanding.
(2)Represents the maximum amount available under our revolving credit facility and the VFN.
(3)Based on diluted weighted average common shares outstanding for the six months ended June 30, 2025.
The foregoing tables show the impact of an immediate change in floating interest rates as of June 30, 2025. If interest rates were to change gradually over time, the impact would be spread over time. Our exposure to fluctuations in floating interest rates will increase or decrease in the future with increases or decreases in the outstanding amounts under our revolving credit facility, the VFN or other floating rate debt, if any. Although we have no present plans to do so, we may in the future enter into hedge arrangements from time to time to mitigate our exposure to changes in interest rates.
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Item 4. Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, our management carried out an evaluation, under the supervision and with the participation of our President and Chief Executive Officer and our Chief Financial Officer and Treasurer, of the effectiveness of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our President and Chief Executive Officer and our Chief Financial Officer and Treasurer concluded that our disclosure controls and procedures are effective.
There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Warning Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “will,” “may” and negatives or derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: economic and market conditions and their potential impacts on us, our hotel managers and our tenants; expectations regarding demand for corporate travel and lodging; the sufficiency of our liquidity; our liquidity needs, sources and expected uses; our capital expenditure plans and commitments; our expected use of proceeds; our ability to incur additional debt; our ability to rebalance our hotel portfolio towards full-service urban and leisure-oriented properties through asset sales and the future composition of our portfolio; our ability to reduce leverage initially and incur debt in the future for business purposes and capital expenditures through our planned sales of hotels; our contemplated disposition program; our ability to acquire single-tenant freestanding properties that are either service oriented, non-discretionary or e-commerce resistant, potential amendments to our existing hotel management agreements with Sonesta; and the amount and timing of future distributions.
Forward-looking statements reflect our current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause our actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in those forward-looking statements. Some of the risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:
• The ability of Sonesta to successfully operate the hotels it manages for us,
• Our ability and the ability of our managers and tenants to operate under unfavorable market and commercial real estate industry conditions due to, among other things, uncertainties surrounding interest rates and inflation, supply chain disruptions, emerging technologies, volatility in the public equity and debt markets, effect of or changes to tariffs or trading policies, pandemics, geopolitical instability and tensions, economic downturns or a possible recession, labor market conditions or changes in real estate utilization,
• Our ability to sell properties at prices we target, and the timing of such sales,
• Continued availability of borrowings under our revolving credit facility is subject to our satisfying certain financial covenants and other credit facility conditions. The consolidated income available for debt service to debt service ratio is below the 1.50x requirement under our public debt covenants as of June 30, 2025. We are not permitted under our debt agreements to incur additional debt while this ratio is below 1.50x. As a precautionary measure, we have fully drawn our $650.0 million revolving credit facility to maintain our financial flexibility. Our ability to incur debt may be limited for an extended period of time. We cannot be certain how long our consolidated income available for debt service to debt service ratio may remain below 1.50x. We may not have any immediately available borrowing capacity to meet any funding needs beyond our cash on hand if our operating results and financial condition are significantly and adversely impacted by current economic conditions or otherwise. If we cannot incur additional debt, we may be forced to raise additional sources of capital on unfavorable terms or take other measures to maintain adequate liquidity and we may not succeed in raising any capital we may need,
• Our ability to repay or refinance our debts as they mature or otherwise become due,
• Our ability to maintain sufficient liquidity, including the availability of borrowings under our revolving credit facility and the VFN,
• Our ability to pay interest on and principal of our debt,
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• The impact of changes in U.S. and foreign government administrative policies, including the imposition of or increases in tariffs and changes to existing trade agreements, on macroeconomic conditions, supply chains and the cost of products our operators use, and on the results of operations of our operators and us,
• Whether and the extent to which our managers and tenants will pay the contractual amounts of returns, rents or other obligations due to us,
• Competition within the commercial real estate, hotel, transportation and travel center and other industries in which our managers and tenants operate, particularly in those markets in which our properties are located,
• Our ability to make cost-effective improvements to our properties that enhance their appeal to hotel guests and net lease tenants,
• Our ability to pay distributions to our shareholders and to increase or sustain the amount of such distributions,
• Our ability to acquire properties that realize our targeted returns,
• Our ability to identify properties that we want to acquire or to negotiate acceptable purchase prices, acquisition financing terms, management agreements or lease terms for new properties, or ability to complete acquisitions,
• Our ability to raise or appropriately balance the use of debt or equity capital,
• Potential defaults under our management agreements and leases by our managers and tenants,
• Our ability to increase hotel room rates and rents at our net leased properties as our leases expire in excess of our operating expenses and to grow our business,
• Our ability to increase and maintain hotel room and net lease property occupancy at our properties,
• Our ability to engage and retain qualified managers and tenants for our hotels and net lease properties on satisfactory terms,
• Our ability to diversify our sources of rents and returns that improve the security of our cash flows,
• Our credit ratings,
• The ability of our manager, RMR, to successfully manage us,
• Actual and potential conflicts of interest with our related parties, including our Managing Trustees, Sonesta, RMR and others affiliated with them,
• Our ability to realize benefits from the scale, geographic diversity, strategic locations and variety of service levels of our hotels,
• Limitations imposed by and our ability to satisfy complex rules to maintain our qualification for taxation as a REIT for U.S. federal income tax purposes,
• Compliance with, and changes to, federal, state and local laws and regulations, accounting rules, tax laws and similar matters,
• Acts of terrorism, outbreaks of pandemics or other public health safety events or conditions, war or other hostilities, global climate change or other man-made or natural disasters beyond our control, and
• Other matters.
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These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in our periodic filings. The information contained elsewhere in this Quarterly Report on Form 10-Q or in our other filings with the SEC, including under the caption “Risk Factors”, or incorporated herein or therein, identifies other important factors that could cause differences from 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.
Statement Concerning Limited Liability
The Amended and Restated Declaration of Trust establishing Service Properties Trust dated August 21, 1995, as amended and supplemented, as filed with the State Department of Assessments and Taxation of Maryland, provides that no trustee, officer, shareholder, employee or agent of Service Properties Trust shall be held to any personal liability, jointly or severally, for any obligation of, or claim against, Service Properties Trust. All persons dealing with Service Properties Trust in any way shall look only to the assets of Service Properties Trust for the payment of any sum or the performance of any obligation.
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Part II. Other Information
Item 1A. Risk Factors
Our business is subject to risks and uncertainties, a number of which are described under the caption “Risk Factors” in our 2024 Annual Report. The risks described in our 2024 Annual Report and below may not be the only risks we face but are risks we believe may be material at this time. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our 2024 Annual Report or included below occurs, our business, financial condition, liquidity, results of operations or ability to pay distributions to our shareholders could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our 2024 Annual Report and below and the information contained under the caption “Warning Concerning Forward-Looking Statements” and elsewhere in this Quarterly Report on Form 10-Q before deciding whether to invest in our securities.
Risks Related to Our Business
We may fail to comply with the terms of our debt agreements, which could restrict us from incurring additional debt.
Our debt agreements include various conditions and covenants. We may not be able to satisfy all of these conditions or may be unable to meet certain of these covenants for various reasons, including for reasons beyond our control. If any of the covenants in these debt agreements are not met, we could be prevented from refinancing maturing debt or incurring additional debt. Complying with these covenants may limit our ability to take actions that may be beneficial to us and our security holders.
Our debt agreements require us to comply with certain financial and other covenants. These covenants may limit our operational flexibility. Our ability to comply with those covenants will depend upon the net rental income and hotel operating returns we receive from our properties. If our operating results, financial condition and/or liquidity decline, we may be unable to meet certain covenants and conditions under our debt agreements and may be unable to borrow under our revolving credit facility or incur additional debt. For example, our consolidated income available for debt service to debt service ratio was below the 1.50x requirement under certain of our debt agreements as of June 30, 2025, and we cannot be certain when or if this ratio will exceed 1.50x. We are currently unable to incur additional debt because this ratio is below 1.50x, but are not required to repay outstanding debt as a result of the inability to meet this covenant. We are currently fully drawn under our $650.0 million revolving credit facility as a precautionary measure to preserve financial flexibility. We may therefore experience future liquidity constraints, as we currently have no capacity under our credit agreement to incur additional debt and cannot incur debt under our other debt agreements as a result of our inability to meet the requirements of such debt agreements. An inability to incur additional indebtedness would require us to meet our capital needs from other sources, such as cash on hand, operating cash flow, equity financing or asset sales, which may not be available to us on attractive terms or at all and we may be unable to meet our obligations or grow our business by acquiring additional properties or otherwise.
In the future, we may seek additional debt financing, as to which no assurances can be given that we will be successful in doing so. If we are successful in doing so, the covenants and conditions applicable to that debt may be more costly and more restrictive than the covenants and conditions that are contained in our existing debt agreements.
Upon completion of our pending hotel sales, our investments will be more heavily concentrated in service-focused retail net lease properties.
Upon completion of our pending hotel sales, a majority of our properties will be service-focused retail net lease properties, particularly in the travel center industry, and we intend to acquire similar additional properties. The market demand to lease service-focused retail properties generally reflects conditions in the U.S. economy. If the general economy slows, the demand to lease service-focused retail properties will be reduced and the value of our common shares may decline. Because we expect to be concentrated in service-focused retail properties, the adverse impact of cyclical economic conditions affecting service-focused retail properties, particularly travel center properties, may have a greater impact on the value of our common shares than if we were invested in several different types of properties, including residential, office or other properties, in addition to service-focused retail properties.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer purchases of equity securities. The following table provides information about our purchases of our equity securities during the quarter ended June 30, 2025:
| Calendar Month | Number of Common Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||||||||||||||
| April 1, 2025 - April 30, 2025 | 3,073 | $ | 2.61 | — | $ | — | ||||||||||||||||||||
| May 1, 2025 - May 31, 2025 | 19,397 | 1.92 | — | — | ||||||||||||||||||||||
| June 1, 2025 - June 30, 2025 | 5,947 | 2.35 | — | — | ||||||||||||||||||||||
| Total | 28,417 | $ | 2.08 | — | $ | — | ||||||||||||||||||||
(1)These common share withholdings and purchases were made to satisfy tax withholding and payment obligations from former officers of ours and certain other former officers and employees of RMR in connection with the vesting of prior awards of our common shares. We withheld and purchased these common shares at their fair market values based upon the trading prices of our common shares at the close of trading on Nasdaq on the applicable purchase dates.
Item 6. Exhibits
| Exhibit Number | Description | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 4.4 | ||||||||
| 4.5 | ||||||||
| 4.6 | ||||||||
| 4.7 | ||||||||
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| Exhibit Number | Description | |||||||
| 4.8 | ||||||||
| 4.9 | ||||||||
| 4.10 | ||||||||
| 4.11 | ||||||||
| 4.12 | ||||||||
| 4.13 | ||||||||
| 4.14 | ||||||||
| 4.15 | ||||||||
| 4.16 | ||||||||
| 4.17 | ||||||||
| 4.18 | ||||||||
| 4.19 | ||||||||
| 4.20 | ||||||||
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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 thereunto duly authorized.
| SERVICE PROPERTIES TRUST | ||||||||
| By: | /s/ Christopher J. Bilotto | |||||||
Christopher J. Bilotto | ||||||||
President and Chief Executive Officer | ||||||||
| Dated: August 5, 2025 | ||||||||
| By: | /s/ Brian E. Donley | |||||||
| Brian E. Donley | ||||||||
| Chief Financial Officer and Treasurer | ||||||||
| (Principal Financial and Accounting Officer) | ||||||||
| Dated: August 5, 2025 | ||||||||
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