Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-11527 SERVICE PROPERTIES TRUST (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Maryland ...

Service Properties Trust (NASDAQ:SVC) Q4 2021 Earnings Conference Call February 25, 2022 10:00 AM ET Company Participants John Murray – President and Chief Executive Officer Todd Hargreaves – Vice President and Chief Investment Officer Brian Donley – Treasurer and Chief Financial Officer Kristin Brown – Director of Investor Relations Conference Call Participants Bryan Maher – B. Riley Securities Operator Good morning. Welcome to Service Properties Trust Fourth Quarter 2021 Financial Results Conference Call. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-11527 SERVICE PROPERTIES TRUST (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Maryland 04-3262075 (IRS Employer ...

Service Properties Trust (NASDAQ:SVC) Q3 2021 Results Conference Call November 5, 2021 10:00 AM ET Company Participants Kristin Brown - Director of Investor Relations John Murray - President and Chief Executive Officer Brian Donley - Treasurer and Chief Financial Officer Todd Hargreaves - Vice President and Chief Investment Officer Conference Call Participants Bryan Maher - B. Riley Securities Dori Kesten - Wells Fargo Securities James Sullivan - BTIG Operator Good day and welcome to the Service Properties ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-11527 SERVICE PROPERTIES TRUST (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Mary ...

Service Properties Trust (NASDAQ:SVC) Q2 2021 Earnings Conference Call August 6, 2021 10:00 AM ET Company Participants Kristin Brown - Director of Investor Relations John Murray - President & Chief Executive Officer Todd Hargreaves - Chief Investment Officer Brian Donley - Chief Financial Officer Conference Call Participants Bryan Maher - B. Riley FBR Jim Sullivan - BTIG Operator Good day and welcome to the Service Properties Trust Second Quarter 2021 Financial Results Conference Call. This call is being r ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-11527 SERVICE PROPERTIES TRUST (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) | | | Nam ...

Service Properties Trust (NASDAQ:SVC) Q1 2021 Earnings Conference Call May 10, 2021 10:00 AM ET Company Participants Kristin Brown - Director, Investor Relations John Murray - President and Chief Executive Officer Brian Donley - Chief Financial Officer Todd Hargreaves - Chief Investment Officer Conference Call Participants Bryan Maher - B. Riley FBR Jim Sullivan - BTIG Operator Good morning and welcome to Service Properties Trust First Quarter 2021 Financial Results Conference Call. All participants will be ...

[PART I: Financial Information](index=3&type=section&id=PART%20I%20Financial%20Information%20%28unaudited%29) This section presents the unaudited financial statements and related disclosures for the company [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28unaudited%29) Unaudited Q1 2021 financial statements show significant net loss and revenue decline due to the pandemic, impacting assets and equity Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$9,514,515** | **$8,687,319** | | Cash and cash equivalents | $874,455 | $73,332 | | Total real estate properties, net | $7,812,780 | $7,882,162 | | **Total Liabilities** | **$7,607,983** | **$6,584,529** | | Revolving credit facility | $1,000,000 | $78,424 | | Senior unsecured notes, net | $6,133,376 | $6,130,166 | | **Total Shareholders' Equity** | **$1,906,532** | **$2,102,790** | Condensed Consolidated Statements of Income (Loss) (in thousands, except per share data) | Account | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Total revenues | $261,170 | $483,776 | | Hotel operating revenues | $168,953 | $383,503 | | Rental income | $92,217 | $100,273 | | Total expenses | $356,640 | $433,597 | | **Net loss** | **$(194,990)** | **$(33,650)** | | **Net loss per common share (basic and diluted)** | **$(1.19)** | **$(0.20)** | Condensed Consolidated Statements of Cash Flows Highlights (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2021 | Three Months Ended March 31, 2020 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(62,724) | $97,016 | | Net cash used in investing activities | $(68,806) | $(69,614) | | Net cash provided by (used in) financing activities | $919,625 | $(8,906) | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail pandemic impact, hotel management transitions, rent deferrals, credit facility drawdown, and debt covenant non-compliance - The **COVID-19 pandemic** significantly impacted the company's results, financial position, and cash flow, with a full recovery potentially taking several years[20](index=20&type=chunk) - The company transferred **88 hotels** from Marriott to Sonesta management in Q1 2021, with Sonesta managing **256 of SVC's 310 hotels** by March 31, 2021[40](index=40&type=chunk) - Hyatt issued a termination notice for **22 hotel management agreements**, effective May 22, 2021, with SVC expecting to transition them to Sonesta[41](index=41&type=chunk)[50](index=50&type=chunk) - The net lease portfolio collected **93.1% of Q1 2021 rents**, with **$10.6 million** in deferred rents outstanding from **45 tenants** as of March 31, 2021[59](index=59&type=chunk)[60](index=60&type=chunk) - The company fully drew its **$1 billion revolving credit facility** in January 2021 but was not in compliance with a debt covenant for incurring additional debt[20](index=20&type=chunk)[72](index=72&type=chunk) - The company holds a **34% equity interest in Sonesta**, recognizing a **$2.8 million loss** for Q1 2021, with significant related-party transactions[47](index=47&type=chunk)[83](index=83&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q1 2021's poor performance to the pandemic, with significant RevPAR decline and negative FFO Hotel Portfolio Performance (All Hotels, Q1 2021 vs Q1 2020) | Metric | Q1 2021 | Q1 2020 | % Change | | :--- | :--- | :--- | :--- | | ADR | $88.02 | $125.06 | -29.6% | | Occupancy | 40.1% | 56.6% | -16.5 p.p. | | RevPAR | $35.30 | $70.78 | -50.1% | - Hotel operating revenues decreased primarily due to **$202.9 million** lower occupancies from the COVID-19 pandemic, leading to a significant net loss[114](index=114&type=chunk)[117](index=117&type=chunk) - The company is in arbitration with Marriott concerning the termination of management agreements and a **$19.1 million** dispute over minimum return advances[128](index=128&type=chunk) - The consolidated income available for debt service to debt service ratio was **1.12x** as of March 31, 2021, below the **1.50x** minimum, restricting additional debt incurrence[153](index=153&type=chunk) FFO and Normalized FFO Reconciliation (in thousands, except per share) | Metric | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | Net loss | $(194,990) | $(33,650) | | FFO | $(62,456) | $123,084 | | Normalized FFO | $(41,996) | $123,084 | | FFO per share | $(0.38) | $0.75 | | Normalized FFO per share | $(0.26) | $0.75 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is interest rate exposure on fixed and floating-rate debt, monitoring LIBOR phase-out - As of March 31, 2021, the company held **$6.2 billion** in fixed-rate senior notes, with a **1% interest rate change** impacting fair value by approximately **$240.2 million**[194](index=194&type=chunk) - A **1% increase** in interest rates on the **$1.0 billion** floating-rate revolving credit facility would raise annual interest expense by **$10.0 million**, or **$0.01 per share**[196](index=196&type=chunk)[197](index=197&type=chunk) - The company is monitoring the **LIBOR phase-out**, expected by June 30, 2023, anticipating an amendment to its credit agreement for an alternative benchmark rate[200](index=200&type=chunk) [Item 4. Controls and Procedures](index=43&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of March 31, 2021, with no material changes to internal controls - The President and CEO and the CFO and Treasurer concluded that the company's disclosure controls and procedures were **effective** as of Q1 2021[202](index=202&type=chunk) - No material changes to internal control over financial reporting occurred during the quarter ended March 31, 2021[203](index=203&type=chunk) [PART II: Other Information](index=47&type=section&id=PART%20II%20Other%20Information) This section provides additional disclosures, including risk factor updates and a list of filed exhibits [Item 1A. Risk Factors](index=47&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors were reported from those disclosed in the 2020 Annual Report - No material changes to risk factors were reported from those previously disclosed in the company's **2020 Annual Report**[218](index=218&type=chunk) [Item 6. Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including debt indentures and CEO/CFO certifications - Exhibits include supplemental indentures for senior notes, **CEO and CFO certifications**, and XBRL data files[220](index=220&type=chunk)[221](index=221&type=chunk)

Part I [Item 1. Business](index=9&type=section&id=Item%201.%20Business) SVC, a REIT owning 310 hotels and 799 retail properties, faced severe COVID-19 impacts, leading to hotel portfolio transitions to Sonesta and liquidity preservation measures - As of December 31, 2020, SVC owned **310 hotels** with **49,014 rooms** and **799 service-oriented retail properties** with over **13.4 million square feet**[26](index=26&type=chunk) - The COVID-19 pandemic severely impacted SVC's lodging and service retail properties, causing significant declines in hotel occupancy, revenues, and profitability[31](index=31&type=chunk) - Due to payment failures from operators amidst the pandemic, SVC terminated its agreements with IHG and Marriott, transitioning a large number of hotels to be managed by Sonesta[34](index=34&type=chunk) Hotel Performance Impact from COVID-19 | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Average Occupancy (310 hotels) | 42.0% | 73.0% | [Hotel and Net Lease Portfolios](index=11&type=section&id=Hotel%20and%20Net%20Lease%20Portfolios) As of year-end 2020, SVC's portfolio included 310 hotels with a $7.0 billion investment and 799 net lease properties valued at $5.2 billion, with TA as a major tenant Portfolio Summary (as of Dec 31, 2020) | Portfolio | Number of Properties | Investment (in billions) | | :--- | :--- | :--- | | Hotels | 310 | $7.0 | | Net Lease | 799 | $5.2 | - The hotel portfolio is geographically diverse, located in 39 states, Washington D.C., Canada, and Puerto Rico, with brands ranging from Luxury (Royal Sonesta) to Midscale (Simply Suites)[43](index=43&type=chunk)[46](index=46&type=chunk) - The net lease portfolio was **98.7% occupied** with a weighted average lease term of **10.9 years**. TravelCenters of America and Petro Stopping Centers are the top two brands by investment, totaling over **$3.3 billion**[48](index=48&type=chunk)[50](index=50&type=chunk) [Investment, Operating, and Financing Policies](index=15&type=section&id=Investment,%20Operating,%20and%20Financing%20Policies) SVC's strategy to increase cash flows through acquisitions and leverage is restricted by COVID-19 impacts and credit agreement covenants, necessitating asset sales and dividend reductions while maintaining REIT status - SVC's growth strategy involves acquiring additional properties, but this is currently restricted under its credit agreement[62](index=62&type=chunk) - In 2020, the company sold **18 hotels** for **$85.8 million** and **21 net lease properties** for **$88.4 million** as part of its capital recycling and leverage management strategy[72](index=72&type=chunk) - The company secured a waiver of all existing financial covenants under its credit agreement through July 15, 2022, but pledged equity interests and first mortgage liens on **74 properties** as security[77](index=77&type=chunk) - SVC expects its ratio of income available for debt service to debt service could fall below the **1.5x requirement** under its public debt covenants as of Q1 2021, which would prevent it from incurring additional debt[77](index=77&type=chunk) [Material United States Federal Income Tax Considerations](index=21&type=section&id=Material%20United%20States%20Federal%20Income%20Tax%20Considerations) This section details the complex U.S. federal income tax rules for SVC as a REIT, covering requirements for maintaining REIT status, distribution rules, and tax implications for shareholders - SVC has elected to be taxed as a REIT and believes it has operated in a manner to maintain this qualification, which generally exempts it from federal income tax on distributed income[104](index=104&type=chunk)[105](index=105&type=chunk) - To maintain REIT status, SVC must annually satisfy two gross income tests (**75%** and **95%** from real estate-related sources) and several asset tests at the end of each quarter[129](index=129&type=chunk)[140](index=140&type=chunk) - SVC must distribute at least **90%** of its annual REIT taxable income to shareholders to maintain its tax status[155](index=155&type=chunk) - The company's ownership of approximately **34% of Sonesta** and its leasing of hotels to its Taxable REIT Subsidiaries (TRSs) are structured to comply with complex REIT rules, particularly regarding 'eligible independent contractors' and 'rents from real property'[148](index=148&type=chunk)[151](index=151&type=chunk)[153](index=153&type=chunk) [Item 1A. Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) SVC faces significant risks from the COVID-19 pandemic, high operator concentration, depleted security deposits, substantial debt with restrictive covenants, and potential conflicts of interest with related parties - The COVID-19 pandemic is the primary risk, having materially and adversely impacted business, financial results, and liquidity, with continued negative effects expected[214](index=214&type=chunk)[217](index=217&type=chunk) - There is a high concentration of properties operated by Sonesta (**256 of 310 hotels expected**) and TA (**179 of 182 travel centers**), making SVC's results highly dependent on their performance[230](index=230&type=chunk)[233](index=233&type=chunk) - Most security deposits and guarantees from former hotel operators (IHG, Marriott, Hyatt) have been exhausted due to the pandemic, increasing the volatility of future earnings[236](index=236&type=chunk) - The company has substantial debt (**$6.3 billion** at year-end) and is subject to restrictive covenants. It may need additional waivers to avoid default and is limited in its ability to pay distributions, make investments, and incur new debt[238](index=238&type=chunk)[243](index=243&type=chunk) - Potential conflicts of interest exist due to the company's relationship with its external manager, RMR LLC, and other related parties like Sonesta and TA, which share common management and ownership[293](index=293&type=chunk)[304](index=304&type=chunk) [Item 2. Properties](index=70&type=section&id=Item%202.%20Properties) As of December 31, 2020, SVC owned 1,109 geographically diverse properties (310 hotels, 799 net lease) with a total undepreciated carrying value of approximately $11.2 billion Property Portfolio Summary (as of Dec 31, 2020) | Property Type | Number of Properties | Undepreciated Carrying Value (in billions) | Depreciated Carrying Value (in billions) | | :--- | :--- | :--- | :--- | | Hotels | 310 | $6.6 | $4.6 | | Net Lease | 799 | $5.2 | $3.3 | | **Total** | **1,109** | **$11.2** | **$7.9** | - The property portfolio is geographically diverse, with assets in **47 states**, Washington D.C., Canada, and Puerto Rico[353](index=353&type=chunk) - A total of **31 properties** (**14 hotels** and **17 net lease**) are on land partially or entirely leased from third parties under ground leases[355](index=355&type=chunk)[356](index=356&type=chunk) [Item 3. Legal Proceedings](index=72&type=section&id=Item%203.%20Legal%20Proceedings) SVC initiated arbitration against Marriott International Inc. regarding the termination of their management agreement, disputing the termination's efficacy, payment classifications, and seeking repayment of advances - SVC initiated arbitration against Marriott and its subsidiaries following the termination of their management agreement for **122 hotels**[359](index=359&type=chunk) - The dispute involves Marriott challenging the termination's efficacy and asserting that SVC must refund approximately **$19.1 million** in minimum return advances[359](index=359&type=chunk) - SVC is also seeking repayment from Marriott for certain working capital advances made under the former agreement[359](index=359&type=chunk) Part II [Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=73&type=section&id=Item%205.%20Market%20for%20the%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) SVC common shares trade on Nasdaq, with a reduced quarterly cash distribution rate of $0.01 per share, subject to Board discretion and credit agreement limitations - The company's common shares trade on Nasdaq under the symbol **SVC**[362](index=362&type=chunk) - The current quarterly cash distribution rate is **$0.01 per common share**, significantly reduced in response to the pandemic's impact[363](index=363&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=74&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The MD&A highlights the severe COVID-19 impact on SVC's financials, with revenues falling to $1.27 billion and a net loss of $311.4 million in 2020, leading to operational changes and liquidity management efforts Financial Performance Summary (2020 vs. 2019) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Total Revenues | $1,265.3M | $2,316.1M | | Net Income (Loss) | ($311.4M) | $259.8M | | Net Income (Loss) per Share | ($1.89) | $1.58 | | Normalized FFO | $202.0M | $620.7M | | Normalized FFO per Share | $1.23 | $3.78 | - The decrease in revenue was primarily driven by a **$1.11 billion (56.0%) drop** in hotel operating revenues due to lower occupancy and ADR from the COVID-19 pandemic[383](index=383&type=chunk)[384](index=384&type=chunk) - The company took significant steps to preserve liquidity, including reducing its quarterly dividend to **$0.01/share**, raising **$1.2 billion** in new senior notes, and borrowing the remaining capacity under its revolving credit facility in January 2021[368](index=368&type=chunk)[415](index=415&type=chunk) - As of December 31, 2020, the net lease portfolio generated rent coverage of **2.14x** and was **98.7% occupied**[413](index=413&type=chunk)[472](index=472&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risk](index=102&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) SVC's primary market risk is interest rate exposure, with $6.2 billion in fixed-rate debt and $78.4 million in floating-rate debt, the latter sensitive to LIBOR changes and its upcoming phase-out Debt Structure (as of Dec 31, 2020) | Debt Type | Principal Balance | | :--- | :--- | | Fixed Rate Senior Notes | $6,200,000,000 | | Floating Rate Revolving Credit Facility | $78,424,000 | - A hypothetical **1% increase** in interest rates would increase annual interest expense on the outstanding floating rate debt by approximately **$0.8 million**[511](index=511&type=chunk) - The company is monitoring the planned phase-out of LIBOR, which is the basis for its floating rate debt, and expects its credit agreement to be amended to use an alternative reference rate[514](index=514&type=chunk) [Item 9A. Controls and Procedures](index=104&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2020, a finding affirmed by the independent auditor - Management concluded that the company's disclosure controls and procedures were effective as of the end of the period[518](index=518&type=chunk) - Management's assessment concluded that the company's internal control over financial reporting was effective as of December 31, 2020[521](index=521&type=chunk) Part III [Directors, Executive Officers, Corporate Governance, Compensation, and Accounting Fees](index=105&type=section&id=Directors,%20Executive%20Officers,%20Corporate%20Governance,%20Compensation,%20and%20Accounting%20Fees) Information for Items 10 through 14, covering governance, compensation, ownership, related transactions, and accounting fees, is incorporated by reference from the 2021 Proxy Statement - The information for Items 10, 11, 12, 13, and 14 is incorporated by reference from the company's definitive Proxy Statement to be filed within **120 days** of the fiscal year-end[527](index=527&type=chunk)[528](index=528&type=chunk)[531](index=531&type=chunk)[532](index=532&type=chunk)[533](index=533&type=chunk) - As of December 31, 2020, there were **2,029,893 common shares** available for issuance under the company's 2012 Equity Compensation Plan[530](index=530&type=chunk) Part IV [Item 15. Exhibits, Financial Statement Schedules](index=106&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statement%20Schedules) This section provides the index to consolidated financial statements, schedules, and a comprehensive list of exhibits, including auditor reports and detailed notes - This section includes the audited consolidated financial statements for the three years ended December 31, 2020, and the accompanying notes[535](index=535&type=chunk) - The independent registered public accounting firm for the 2020 audit was Deloitte & Touche LLP, who also audited the company's internal control over financial reporting[550](index=550&type=chunk)[551](index=551&type=chunk) - A comprehensive list of exhibits is provided, including governing documents, debt indentures, management agreements, and certifications[540](index=540&type=chunk)