Service Properties Trust (Nasdaq: SVC) Investor Presentation May 2023 Exhibit 99.1
2SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Warning Concerning Forward-Looking Statements, Disclaimers and Non-GAAP Financial Measures This presentation 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. Forward-looking statements reflect SVC’s current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause SVC’s actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in those forward-looking statements. Examples of these forward-looking statements and the related risks, uncertainties and other factors include, but are not limited to, the following: Sonesta Holdco Corporation and its subsidiaries, or Sonesta’s, ability to successfully operate the hotels it manages for us, SVC’s expectations regarding BP Products North America Inc., or BP’s, acquisition of TravelCenters of America Inc., or TA, and the amendments of SVC’s lease and guaranty arrangements with TA, SVC’s ability to repay or refinance its debts as they mature or otherwise become due, SVC’s ability to pay interest on and principal of its debt, the future availability of borrowings under SVC’s revolving credit facility, the likelihood and extent to which SVC’s managers and tenants will pay the contractual amounts of returns, rents or other obligations due to us, SVC’s ability to maintain sufficient liquidity during the current inflationary and increasing interest rate environment, possible economic recession and other challenging economic and market conditions, if and when business transient hotel business will return to historical pre-COVID-19 pandemic levels and whether any improved hotel industry conditions will continue, increase or be sustained, potential defaults on, or non-renewal of, leases by SVC’s tenants, decreased rental rates or increased vacancies, SVC’s ability to pay distributions to its shareholders and to increase or sustain the amount of such distributions, SVC’s policies and plans regarding investments, financings and dispositions, SVC’s ability to raise or appropriately balance the use of debt or equity capital, the impact of increasing labor costs and shortages and commodity and other price inflation due to supply chain challenges or other market conditions, SVC’s intent to make improvements to certain of its properties, SVC’s ability to engage and retain qualified managers and tenants for its hotels and net lease properties on satisfactory terms, SVC’s ability to diversify its sources of rents and returns that improve the security of SVC’s cash flows, SVC’s credit ratings, SVC’s expectation that it benefits from its relationships with The RMR Group LLC, or RMR, Sonesta and TA, SVC’s qualification for taxation as a real estate investment trust, or REIT, under the U.S. Internal Revenue Code of 1986, as amended, SVC’s belief of the competitive advantages that the scale, geographic diversity, strategic locations and the variety of service levels of SVC’s hotels gives it, changes in federal or state tax laws, and other matters. These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in SVC’s periodic filings. The information contained in SVC’s filings with the Securities and Exchange Commission, or SEC, including under the caption “Risk Factors” in SVC’s periodic reports, or incorporated therein, identifies important factors that could cause differences from SVC’s forward-looking statements in this presentation. SVC’s filings with the SEC are available on the SEC’s website at www.sec.gov. You should not place undue reliance upon SVC’s forward-looking statements. Except as required by law, SVC does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise. Notes Regarding Certain Information in this Presentation This presentation contains industry and statistical data that SVC obtained from various third party sources. Nothing in the data used or derived from third party sources should be construed as investment advice. Some data and other information presented are also based on SVC’s good faith estimates and beliefs derived from its review of internal surveys and independent sources and its experience. SVC believes that these external sources, estimates and beliefs are reliable and reasonable, but it has not independently verified them. Although SVC is not aware of any misstatements regarding the data presented herein, these estimates and beliefs involve inherent risks and uncertainties and are based on assumptions that are subject to change. Unless otherwise noted, all data presented are as of or for the three months ended March 31, 2023. Non-GAAP Financial Measures This presentation contains non-GAAP financial measures including FFO, Normalized FFO, EBITDA, Hotel EBITDA, EBITDAre and Adjusted EBITDAre. Calculations of, and reconciliations for these metrics to the closest GAAP metrics, are included in an Appendix hereto. Please refer to page 28 for certain definitions of terms used throughout this presentation.
3SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 SVC: Company Overview SVC invests in two asset categories: hotels and service-focused retail net lease properties to provide diversification to its cash flows. Necessity-based retail assets with strong rent coverage, low capex requirements and long lease terms produce stable cash flows that balance the cyclicality of the hotel portfolio. Diversified by location and industry: properties in 22 industries with 148 brands located across 46 states, Washington, DC, Puerto Rico and Canada. Hotel Portfolio consists of Full Service, Extended Stay and Select Service assets across multiple chain scales.
4SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 SVC: Company Overview 220 HOTELS 37,527 KEYS $5.9B INVESTMENT 765 RETAIL NET LEASE ASSETS 13.3M RENTABLE SQUARE FEET $5.1B INVESTMENT 985 PROPERTIES $11.0B INVESTMENT Diversified Portfolio with National Scale
5SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 SVC: Recent Events Property Sales: Sold 86 properties for $560 million in 2022 Debt Financing: Issued $610 million of 5.6% secured debt Well Covered Dividend: Annualized dividend of $0.80 per share represents a 53% Normalized FFO payout ratio for 2022 HotelPortfolioImprovement: Q4 RevPAR increased 21.4% from prior year fourth quarter Steady Net Lease Portfolio: Continued stable cash flows Rent coverage increased to 3.00x HotelPortfolioImprovement: Q1 RevPAR increased 30.1% over prior year quarter Steady Net Lease Portfolio: Continued stable cash flows, rent coverage increased from the prior year quarter to 2.98x Property Sales: Completed disposition program ra sing an aggregate of $717 million of proceeds in 2022 and 2023 Well Covered Dividend: Annualized divi end of $0.80 p r share represents a 53% Normalized FFO payout ratio for 022 . t, repaid $500 million in 2023 debt maturities Transformative Transaction: Completed transaction with BP, receiving $379 million in cash
6SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Net Lease Portfolio: Recent Developments BP Acquisition of TA • On May 15, 2023, BP p.l.c (NYSE: BP) acquired TA. • Transaction provided SVC $379.3 million of cash for the value of the TA common shares it owned, the sale of the TA trade name and rents prepaid by BP. • Annual rental income is fixed at $254.0 million and increases 2% per year over the initial 10 year term of the lease and the 50 years of extension options. • BP Corporation North America Inc. (S&P A- / Moody’s A3) guarantees payment under each of SVC’s leases with TA.
7SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 SVC’s assets are located in 46 states, Washington DC, Puerto Rico and Canada. Portfolio Highlights: Geographically Diverse Investments Total Property Count Hotel Count Net Lease Count Total ($000s) % of Total Hotel ($000s) Hotel % of Total Net Lease ($000s) Net Lease % of Total 1 California 58 36 22 $ 1,375,371 12.5% $ 1,102,306 18.6% $ 273,065 5.3% 2 Texas 76 20 56 871,250 7.9% 355,106 6.0% 516,144 10.1% 3 Illinois 66 10 56 704,393 6.4% 413,385 7.0% 291,008 5.7% 4 Georgia 90 16 74 668,008 6.0% 397,874 6.7% 270,134 5.3% 5 Florida 57 11 46 519,710 4.7% 273,471 4.6% 246,239 4.8% 6 Arizona 39 14 25 472,202 4.3% 225,192 3.8% 247,010 4.8% 7 Ohio 46 5 41 451,046 4.1% 120,330 2.0% 330,716 6.5% 8 Louisiana 15 3 12 379,393 3.4% 247,689 4.2% 131,704 2.6% 9 Pennsylvania 33 5 28 334,349 3.0% 130,229 2.2% 204,120 4.0% 10 Missouri 29 4 25 287,414 2.6% 156,227 2.6% 131,187 2.6% Top 10 509 124 385 6,063,136 54.9% 3,421,809 57.7% 2,641,327 51.7% Other 476 96 380 4,983,537 45.1% 2,516,894 42.3% 2,466,643 48.3% Total 985 220 765 $ 11,046,673 100.0% $ 5,938,703 100.0% $5,107,970 100.0% • SVC has invested $11.0 billion in its real estate portfolio. • SVC’s investments are located in various markets near demand generators. • SVC believes geographic diversity mitigates market risk.
SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Hotel Portfolio
9SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 BY SERVICE LEVEL(1) BY CHAIN SCALE(1)BY LOCATION Full Service, 39.8% Select Service, 22.8% Extended Stay, 37.4% Upscale, 46.3% Upper Upscale, 15.1% Upper Midscale/ Midscale, 38.6% Location Keys % of Portfolio Suburban 18,297 48.9% Urban 9,193 24.6% Airport 6,904 18.4% Resort 2,701 7.2% Small Metro 121 0.3% Interstate 213 0.6% Total 37,429 100.0% Hotel Portfolio: Diversified by Location and Service Level (219 Comparable Hotels) 1) Percent based on number of keys.
10SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Hotel Portfolio: Monthly Operating Metrics vs. 2019 (219 Comparable Hotels) 0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% $- $10 $20 $30 $40 $50 $60 $70 $80 $90 $100 RevPAR vs 2019 RevPAR As a Percent of 2019
11SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Hotel Portfolio: Monthly Operating Metrics (219 Comparable Hotels) Monthly Hotel EBITDA ($ in Millions) 45.5% 53.7% 62.5% 66.0% 66.3% 70.1% 68.8% 63.4% 67.0% 67.6% 58.7% 50.9% 50.0% 57.9% 65.4% $111 $122 $130 $136 $138 $147 $146 $135 $142 $144 $131 $129 $134 $139 $142 $50 $66 $81 $89 $91 $103 $100 $86 $95 $97 $77 $66 $67 $81 $93 $0 $50 $100 $150 $200 $250 0% 10% 20% 30% 40% 50% 60% 70% 80% Jan '22 Feb '22 Mar '22 Apr '22 May '22 Jun '22 Jul '22 Aug '22 Sep '22 Oct '22 Nov '22 Dec '22 Jan '23 Feb '23 Mar '23 Occupancy ADR RevPAR -$10.5 $2.2 $18.3 $24.0 $27.8 $35.0 $32.9 $16.0 $28.8 $33.0 $11.4 $9.3 $1.6 $10.7 $23.0 -$20 -$10 $0 $10 $20 $30 $40 Jan '22 Feb '22 Mar '22 Apr '22 May '22 Jun '22 Jul '22 Aug '22 Sep '22 Oct '22 Nov'22 Dec'22 Jan '23 Feb '23 Mar '23
12SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Hotel Portfolio: By Service Level (219 Comparable Hotels) Top 5 Hotel EBITDA Generators # of Keys Hotel EBITDA ( (000’s) The Clift Royal Sonesta Hotel 372 $ 3,015 Royal Sonesta Hotel Kaua’i Resort 356 1,821 Royal Sonesta San Juan 402 1,418 The Stephen F Austin Royal Sonesta Hotel 190 874 Royal Sonesta Hotel Houston 485 668 Total 1,805 $ 7,796 Q1 2023 EBITDA by Service Level ($ in millions) Q1 2023 Hotel EBITDA By Service Level • Consolidated portfolio of 219 hotels generated hotel EBITDA of $35.3 million, resulting in a net margin of 10.7%. • Full-service hotels generated $15.4 million of hotel EBITDA. • Extended stay hotels generated $14.7 million of hotel EBITDA. • Select service hotels generated $5.2 million of hotel EBITDA. • Overall Hotel EBITDA grew over 250% compared to Q1 2022. $(1) $(0) $11 $15 $5 $15 -0.7% -1.0% 13.7% 8.4% 9.8% 16.2% -2% 0% 2% 4% 6% 8% 10% 12% 14% 16% 18% $(2) $- $2 $4 $6 $8 $10 $12 $14 $16 $18 Q1 '22 EBITDA Q1 '23 EBITDA Q1 '22 Margin Q1 '23 Margin Full-Service Select-Service Extended-Stay
13SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 121 45 46 879 10 US Extended Stay US Select Service US Full Service Franchised Sonesta Owned • Sonesta manages approximately 194 hotels for SVC. • Sonesta franchises 879 locations to third party owners. • SVC owns 34% of Sonesta. • Equity investment has a carrying value of $108 million. • SVC will benefit in Sonesta’s increased scale through its franchise expansion plans. Hotel Portfolio: Sonesta at a Glance Over 1,000 properties 17 brands Source: Sonesta International Hotels, Inc. Sonesta's Portfolio Over 200 Managed Hotels
SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Net Lease Portfolio
15SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Net Lease Portfolio: High-Quality Service & Necessity Based Assets Net Lease Portfolio Statistics 765 $370mm Properties Annualized Minimum Rent 13.3mm 9.4 Rentable Square Feet Weighted Average Lease Term(1) 97.4% 2.98x Occupancy Rent Coverage Diverse Geographical Footprint (1) (1) By annualized minimum rent. 21 Industries | 139 Brands % of Annual Minimum Rent<1% >8.6%
16SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 2% 81% 13% 4% Percentage Rent Fixed/Scheduled CPI Flat (1) By annualized minimum rent. * Data presented is proforma for SVC’s amended leases with TA effective May 15, 2023. Net Lease Portfolio: Reliable Income Stream and Low Capex Requirements Well-Laddered Lease Expirations (1) 96% of Leases Have Contractual Increases or Percentage Rent Lease Structures $370mm 0.4% 2.6% 2.4% 3.1% 3.7% 2.6% 1.6% 1.1% 1.3% 1.1% 80.1% 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033+
17SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Net Lease Portfolio: Diversified Tenants & Industries Mitigate Risk (1) By annualized minimum rent. Tenants by Brand (1)Tenants by Industry (1) Travel Centers, 67.4% Restaurants-Quick Service, 5.3% Restaurants-Casual Dining, 3.2% Health and Fitness, 3.0% Movie Theaters, 3.2% Grocery Stores, 2.5% Home Goods and Leisure, 2.7% Medical, Dental Office, 2.2% Automotive Equipment & Services, 2.1% Automotive Dealers, 1.3% Other, 7.1% Brand % of Annualized Minimum Rent Rent Coverage TravelCenters of America / Petro Stopping Centers 66.6% 2.67x The Great Escape 2.1% 7.19x Life Time Fitness 1.6% 2.35x Buehler's Fresh Foods 1.5% 3.48x AMC Theatres 1.4% 1.36x Heartland Dental 1.3% 4.09x Norms 1.0% 2.07x Express Oil Change 1.0% 4.32x Flying J Travel Plaza 0.9% 5.75x America's Auto Auction 0.9% 5.88x Other 21.7% 3.50x 100% 2.98x
SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Financial Information
19SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Balance Sheet Overview as of March 31, 2023 Well Laddered Debt Maturities Book Capitalization Leverage/Coverage Ratios Net Debt / Total Gross Assets 53.6% Net Debt / Gross Book Value of Real Estate Assets 57.9% Adjusted EBITDAre / Interest Expense 1.9x Net Debt / LTM Adjusted EBITDAre 9.0x Strong Balance Sheet Secured Fixed Rate Debt 8% Unsecured Fixed Rate Debt 73% Shareholder’s Equity 19% • Unsecured fixed rate senior notes: $5.2 billion with a weighted average interest rate of 5.17%. • Secured fixed rate net lease mortgage notes: $610.0 million with a weighted average interest rate of 5.60%. • $800 million revolving credit facility: ◦ No amounts outstanding as of March 31, 2023. ◦ Maturity date of July 2023. • No derivatives, off-balance sheet liabilities, or material adverse change clauses or ratings triggers. • Early redemption in March 2023 of $500 million of 4.50% Senior Notes due in June 2023. 8% 73% 19% 1. SVC's net lease mortgage notes are partially amortizing and require balloon payments at maturity. These notes are prepayable without penalty 24 months prior to the expected maturity date. $1,175 $1,150 $800 $850 $400 $425 $400 $1 $2 $2 $2 $2 $601 $0 $250 $500 $750 $1,000 $1,250 2023 2024 2025 2026 2027 2028 2029 2030 $ (M ill io ns ) Unsecured Fixed Rate Debt Secured Fixed Rate Debt Revolving Credit Facility (1)
20SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Financial Services: Real Estate Services: Business Services: Accounting Acquisitions/ Dispositions Administration Capital Markets Asset Management Human Resources Compliance/ Audit Construction/ Development Information Technology (IT) Finance/ Planning Engineering Investor Relations Treasury Leasing Marketing Tax Property Management Legal/ Risk Management ~$37 Billion in AUM Approximately 600 CRE Professionals More than 30 Offices Throughout the U.S. Approximately 38,000 Employees Nearly 2,100 Properties $16 Billion in Annual Revenues Combined RMR Managed Companies: SVC IS MANAGED BY THE RMR GROUP, AN ALTERNATIVE ASSET MANAGER Strong Management Platform and Affiliate Advantages 20 National Multi-Sector Investment Platform Office Industrial Government Medical Office Life Science Senior Housing Hotels Retail
21SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 RMR base management fee tied to SVC share price performance. RMR incentive fees contingent on total shareholder return(1) outperformance. • Equal to 12% of value generated by SVC in excess of the benchmark index total returns (MSCI U.S. REIT/HOTEL & RESORT REIT Index) per share over a three year period, subject to a cap (1.5% of equity market cap). • Absolute dollar outperformance must be positive to receive an incentive fee: it can’t be negative but better than the index. • Shareholders keep 100% of benchmark returns and 88% of returns in excess of the benchmark. Alignment of Interests If SVC’s stock price goes up and its total market cap exceeds its historical cost of real estate, RMR base management fee is capped at 50 bps of historical cost of real estate. If total market cap is less than historical cost of real estate, base fee fluctuates with share price. Incentive fee structure keeps RMR focused on increasing total shareholder return. Members of RMR senior management and RMR are holders of SVC stock, RMR is subject to long term lock up agreements. SVC shareholders have visibility into RMR, a publicly traded company. SVC benefits from RMR’s national footprint and economies of scale of $37 billion platform. (1) To determine final share price in SVC’s Total Return calculation, the business management agreement requires that the highest ten day share price average within the last 30 trading days of the measurement period be used. In the past, this and other less significant factors have resulted in differences between the MSCI calculation of SVC’s total return percentage and the total return percentage computed under the agreement. The RMR Group LLC and Shareholder Alignment 21 Other fees. • Property management fee consists of an annual fee based on 3.0% of rents collected at SVC’s managed retail net lease properties (excluding TA). • Consists of an annual fee equal to generally 50 bps multiplied by the lower of: (1) SVC's historical cost of real estate, or (2) SVC's total market capitalization. • There is no incentive fee for RMR to complete any transaction that could reduce share price.
SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Appendix
23SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Calculation of Funds From Operations (FFO) and Normalized FFO For the Three Months Ended (amounts in thousands, except per share data) 3/31/2023 12/31/2022 9/30/2022 6/30/2022 3/31/2022 Net income (loss) $ 25,950 $ (31,409) $ 7,500 $ 11,350 $ (119,822) Add (Less): Depreciation and amortization 100,039 94,961 101,514 100,520 104,113 Loss on asset impairment, net (1) - 1,269 1,172 3,048 5,500 (Gain) loss on sale of real estate, net (2) (41,898) (3,583) 164 (38,851) (5,548) Unrealized (gains) losses on equity securities, net (3 (49,430) 10,841 (23,056) 10,059 10,260 Adjustments to reflect SVC’s share of FFO attributable to an investee (4) 1,233 1,049 1,103 905 666 FFO 35,894 73,128 88,397 87,031 (4,831) Add (Less): Loss on early extinguishment of debt (5) 44 - - 791 - Adjustments to reflect SVC’s share of Normalized FFO attributable to an investee (4) 321 138 61 593 245 Transaction related costs (6) 887 - - 743 1,177 Normalized FFO $ 37,146 $ 73,266 $ 88,458 $ 89,158 $ (3,409) Weighted average shares outstanding (basic and diluted) 164,867 164,862 164,745 164,667 164,667 Basic and diluted per share common share amounts: Net income (loss) $ (0.16) $ (0.19) $ 0.05 $ 0.07 $ (0.73) FFO $ 0.22 $ 0.44 $ 0.54 $ 0.53 $ (0.03) Normalized FFO $ 0.23 $ 0.44 $ 0.54 $ 0.54 $ (0.02) See accompanying notes on page 27.
24SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Calculation of EBITDA, EBITDAre and Adjusted EBITDAre See accompanying notes on page 27. For the Three Months Ended (dollars in thousands) 3/31/2023 12/31/2022 9/30/2022 6/30/2022 3/31/2022 Net income (loss) $ 25,950 $ (31,409) $ 7,500 $ 11,350 $ (119,822) Add (Less): Interest expense 81,580 77,891 81,740 89,820 92,344 Income tax (benefit) expense (3,780) (1,757) 390 473 695 Depreciation and amortization 100,039 94,961 101,514 100,520 104,113 EBITDA 203,789 139,686 191,144 202,163 77,330 Add (Less): Loss on asset impairment, net (1) - 1,269 1,172 3,048 5,500 (Gain) loss on sale of real estate, net (2) (41,898) (3,583) 164 (38,851) (5,548) Adjustments to reflect SVC’s share of EBITDAre attributable to an investee (4) 2,614 2,340 2,787 2,074 680 EBITDAre 164,505 139,712 195,267 168,434 77,962 Add (less): Unrealized (gains) losses on equity securities, net (3) (49,430) 10,841 (23,056) 10,059 10,260 Loss on early extinguishment of debt (5) 44 - - 791 - Adjustments to reflect SVC’s share of Adjusted EBITDAre attributable to an investee (4) 321 (529) 272 1,014 280 Transaction related costs (6) 887 - - 743 1,177 General and administrative expense paid in common shares(7) 514 510 972 832 462 Adjusted EBITDAre $ 116,841 $ 150,534 $ 173,455 $ 181,873 $ 90,141
25SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Calculation and Reconciliation of Hotel EBITDA - Comparable Hotels See accompanying notes on page 27. (dollars in thousands) For the Three Months Ended 3/31/2023 12/31/2022 9/30/2022 6/30/2022 3/31/2022 Number of hotels 219 219 219 219 219 Room revenues $ 268,045 $ 273,896 $ 320,563 $ 318,037 $ 217,276 Food and beverage revenues 41,909 45,341 41,985 43,509 25,053 Other revenues 17,042 15,893 16,174 17,001 12,167 Hotel operating revenues - comparable hotels 326,996 335,130 378,722 378,547 254,496 Rooms expenses 88,383 89,952 98,440 94,138 73,877 Food and beverage expenses 34,337 34,677 33,880 31,645 22,371 Other direct and indirect expenses 124,947 118,534 123,288 121,234 106,318 Management fees 12,651 12,876 14,695 14,594 10,124 Real estate taxes, insurance and other 30,162 23,942 28,990 28,404 30,626 FF&E reserves (8) 1,554 1,459 1,685 1,680 1,222 Hotel operating expenses - comparable hotels 292,034 281,440 300,978 291,695 244,538 Hotel EBITDA $ 34,962 $ 53,690 $ 77,744 $ 86,852 $ 9,958 Hotel EBITDA Margin 10.7 % 16.0 % 20.5 % 22.9 % 3.9 % Hotel operating revenues (GAAP) (9) $ 334,796 $ 350,501 $ 400,453 $ 418,984 $ 297,406 Add (less) Hotel operating revenues from non-comparable hotels (7,800) (15,371) (21,731) (40,437) (42,910) Hotel operating revenues - comparable hotels $ 326,996 $ 335,130 $ 378,722 $ 378,547 $ 254,496 Hotel operating expenses (GAAP) (9) $ 299,566 $ 293,554 $ 318,266 $ 325,194 $ 290,343 Add (less) Hotel operating expenses from non-comparable hotels (10,042) (14,194) (19,594) (35,800) (47,648) Reduction for security deposit and guaranty fundings, net (10) 335 — — — — FF&E reserves from managed hotel operations (8) 1,554 1,459 1,685 1,680 1,222 Other (11) 621 621 621 621 621 Hotel operating expenses - comparable hotels $ 292,034 $ 281,440 $ 300,978 $ 291,695 $ 244,538
26SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Calculation and Reconciliation of Hotel EBITDA - All Hotels (dollars in thousands) For the Three Months Ended 3/31/2023 12/31/2022 9/30/2022 6/30/2022 3/31/2022 Number of hotels 220 238 242 247 298 Room revenues $ 275,267 $ 288,082 $ 341,106 $ 357,117 $ 258,620 Food and beverage revenues 42,245 45,968 42,636 44,256 25,902 Other revenues 17,284 16,451 16,711 17,611 12,884 Hotel operating revenues 334,796 350,501 400,453 418,984 297,406 Rooms expenses 91,300 93,067 104,761 106,982 88,743 Food and beverage expenses 34,750 35,248 34,497 32,333 23,234 Other direct and indirect expenses 128,202 124,396 130,470 136,099 127,017 Management fees 12,143 12,450 14,362 15,240 11,332 Real estate taxes, insurance and other 34,128 29,014 34,797 35,161 40,638 FF&E reserves (8) 1,992 2,252 2,622 3,172 1,222 Hotel operating expenses 302,515 296,427 321,509 328,987 292,186 Hotel EBITDA $ 32,281 $ 54,074 $ 78,944 $ 89,997 $ 5,220 Hotel EBITDA Margin 9.6% 15.4% 19.7% 21.5% 1.8% Hotel operating expenses (GAAP) (9) $ 299,566 $ 293,554 $ 318,266 $ 325,194 $ 290,343 Add (less) Reduction for security deposit and guaranty fundings, net (10) 335 - - - - FF&E reserves from managed hotel operations (8) 1,992 2,252 2,622 3,172 1,222 Other (11) 622 621 621 621 621 Hotel operating expenses $ 302,515 $ 296,427 $ 321,509 $ 328,987 $ 292,186 * Results of all hotels as owned during the periods presented, including the results of hotels sold by SVC for the periods owned by SVC. See accompanying notes on page 27.
27SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Notes to Calculations of FFO, Normalized FFO, EBITDA, EBITDAre, Adjusted EBITDAre and Hotel EBITDA 27 1. SVC recorded a loss on asset impairment of $1,269 to reduce the carrying value of one hotel and one net lease property to their estimated fair value less costs to sell during the three months ended December 31, 2022, $1,172 to reduce the carrying value of three hotels and one net lease property to their estimated fair value less costs to sell during the three months ended September 30, 2022, $3,048 to reduce the carrying value of two hotels and four net lease properties to their estimated fair value less costs to sell during the three months ended June 30, 2022 and $5,500 to reduce the carrying value of 25 hotels to their estimated fair value less costs to sell during the three months ended March 31, 2022. 2. SVC recorded a $41,898 net gain on sale of real estate during the three months ended March 31, 2023 in connection with the sale of 18 hotels, a $3,583 net gain on sale of real estate during the three months ended December 31, 2022 in connection with the sale of four hotels and two net lease properties, a $164 net loss on sale of real estate during the three months ended September 30, 2022 in connection with the sale of five hotels and six net lease properties, a $38,851 net gain on sale of real estate during the three months ended June 30, 2022 in connection with the sale of 51 hotels and eleven net lease properties and a $5,548 net gain on sale of real estate during the three months ended March 31, 2022 in connection with the sale of five hotels and two net lease properties. 3. Unrealized gain or loss on equity securities, net represents the adjustment required to adjust the carrying value of SVC's investment in shares of TA common stock to their fair value. 4. Represents SVC's proportionate share from its equity investment in Sonesta. 5. SVC recorded a $44 loss on extinguishment of debt during the three months ended March 31, 2023 related to the write off of deferred financing costs relating to its repayment of $500,000 of unsecured senior notes. SVC recorded a $791 loss on extinguishment of debt during the three months ended June 30, 2022 related to the write off of deferred financing costs and unamortized discounts relating to the amendment to its credit agreement and the repayment of $500,000 of unsecured senior notes. 6. Transaction related costs for the three months ended March 31, 2023 of $887 primarily consisted of costs related to potential acquisitions. Transaction related costs for the three months ended June 30, 2022 of $743 primarily consisted of exploration of possible financing transactions. Transaction related costs for the three months ended March 31, 2022 of $1,177 primarily consisted of expenses incurred related to SVC's hotel rebranding activities. 7. Amounts represent the equity compensation for SVC's Trustees, officers and certain other employees of RMR. 8. Various percentages of total sales at certain of SVC's hotels are escrowed as reserves for future renovations or refurbishments, or FF&E reserve escrows. SVC owns all the FF&E reserve escrows for its hotels. 9. As of March 31, 2023, SVC owned 220 hotels. SVC's condensed consolidated statements of income (loss) include hotel operating revenues and expenses of its managed hotels. 10. When managers of SVC's hotels are required to fund the shortfalls of owner’s priority return under the terms of the management agreements or their guarantees, SVC reflects such fundings in its condensed consolidated statements of income (loss) as a reduction of hotel operating expenses. The net reduction to hotel operating expenses was $335 for the three months ended March 31, 2023. There were no net reductions to hotel operating expenses during the three months ended March 31, 2022. 11. SVC is amortizing a liability it recorded for the fair value of its initial investment in Sonesta as a reduction to hotel operating expenses in the condensed consolidated statements of income (loss). SVC reduced hotel operating expenses by $621 for each of the three months ended March 31, 2023 and 2022 for this liability.
28SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Non-GAAP Financial Measures and Certain Definitions 28 Non-GAAP Financial Measures: SVC presents certain “non-GAAP financial measures” within the meaning of the applicable Securities and Exchange Commission, or SEC, rules, including FFO, Normalized FFO, EBITDA, Hotel EBITDA, EBITDAre and Adjusted EBITDAre. These measures do not represent cash generated by operating activities in accordance with GAAP and should not be considered alternatives to net income (loss) as indicators of SVC's operating performance or as measures of its liquidity. These measures should be considered in conjunction with net income (loss) as presented in SVC's condensed consolidated statements of income (loss). SVC considers these non-GAAP measures to be appropriate supplemental measures of operating performance for a REIT, along with net income (loss). SVC believes these measures provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation and amortization expense, they may facilitate a comparison of its operating performance between periods and with other REITs and, in the case of Hotel EBITDA, reflecting only those income and expense items that are generated and incurred at the hotel level may help both investors and management to understand the operations of its hotels. FFO and Normalized FFO: SVC calculates funds from operations, or FFO, and Normalized FFO as shown on page 23. FFO is calculated on the basis defined by The National Association of Real Estate Investment Trusts, or Nareit, which is net income (loss), calculated in accordance with GAAP, excluding any gain or loss on sale of properties and loss on impairment of real estate assets, if any, plus real estate depreciation and amortization, less any unrealized gains and losses on equity securities, as well as adjustments to reflect SVC's share of FFO attributable to an investee and certain other adjustments currently not applicable to us. In calculating Normalized FFO, SVC adjusts for the items shown on page 23. FFO and Normalized FFO are among the factors considered by SVC's Board of Trustees when determining the amount of distributions to SVC's shareholders. Other factors include, but are not limited to, requirements to satisfy its REIT distribution requirements, the availability to SVC of debt and equity capital, SVC's distribution rate as a percentage of the trading price of its common shares, or dividend yield, and to the dividend yield of other REITs, SVC's expectation of its future capital requirements and operating performance and its expected needs for and availability of cash to pay its obligations. Other real estate companies and REITs may calculate FFO and Normalized FFO differently than SVC does. EBITDA, EBITDAre and Adjusted EBITDAre: SVC calculates earnings before interest, taxes, depreciation and amortization, or EBITDA, EBITDA for real estate, or EBITDAre, and Adjusted EBITDAre as shown on page 24. EBITDAre is calculated on the basis defined by Nareit, which is EBITDA, excluding gains and losses on the sale of real estate, loss on impairment of real estate assets, if any, and adjustments to reflect SVC's share of EBITDAre attributable to an investee. In calculating Adjusted EBITDAre, SVC adjusts for the items shown on page 24. Other real estate companies and REITs may calculate EBITDA, EBITDAre and Adjusted EBITDAre differently than SVC does. Hotel EBITDA: SVC calculates Hotel EBITDA as hotel operating revenues less hotel operating expenses of all managed and leased hotels, prior to any adjustments required for presentation in its condensed consolidated statements of income (loss) in accordance with GAAP. SVC believes that Hotel EBITDA provides useful information to management and investors as a key measure of the profitability of its hotel operations. Other Definitions Adjusted Total Assets and Total Unencumbered Assets: Adjusted total assets and total unencumbered assets include original cost of real estate assets calculated in accordance with GAAP before impairment write-downs, if any, and exclude depreciation and amortization, accounts receivable and intangible assets. Average Daily Rate: ADR represents rooms revenue divided by the total number of room nights sold in a given period. ADR provides useful insight on pricing at SVC's hotels and is a measure widely used in the hotel industry. Chain Scale: As characterized by STR, a data benchmark and analytics provider for the lodging industry. Comparable Hotels Data: SVC presents RevPAR, ADR and occupancy for the periods presented on a comparable basis to facilitate comparisons between periods. SVC generally defines comparable hotels as those that it owned on March 31, 2023 and were open and operating since the beginning of the earliest period being compared. For the periods presented, SVC's comparable results excluded one hotel that had suspended operations during part of the periods presented. Consolidated Income Available for Debt Service: Consolidated income available for debt service, as defined in SVC's debt agreements, is earnings from operations excluding interest expense, unrealized gains and losses on equity securities, depreciation and amortization, loss on asset impairment, unrealized appreciation on assets held for sale, gains and losses on early extinguishment of debt, gains and losses on sales of property and amortization of deferred charges.
29SERVICE PROPERTIES TRUST (Nasdaq: SVC) | May 2023 Non-GAAP Financial Measures and Certain Definitions 29 Debt: Debt amounts reflect the principal balance as of the date reported. Net debt means total debt less unrestricted cash and cash equivalents as of the date reported. FF&E Reserve: Various percentages of total sales at certain of SVC's hotels are escrowed as reserves for future renovations or refurbishments, or FF&E reserve escrows. SVC owns all the FF&E reserve escrows for its hotels. Gross Book Value of Real Estate Assets: Gross book value of real estate assets is real estate properties at cost plus acquisition related costs, if any, before purchase price allocations, less impairment write-downs, if any. Hotel EBITDA Margin: Hotel EBITDA as a percentage of hotel operating revenues. Investment: SVC defines hotel investment as historical cost of its properties plus capital improvements funded by it less impairment write-downs, if any, and excludes capital improvements made from FF&E reserves funded from hotel operations that do not result in increases in owner's priority return or rents. Occupancy: Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels. Occupancy is an important measure of the utilization rate and demand of our hotels. Owner's Priority Return: Each of its management agreements or leases with hotel operators provides for payment to SVC of an annual owner's priority return or minimum rent, respectively. Certain of these minimum payment amounts are secured by full or limited guarantees. In addition, certain of its hotel management agreements provide for payment to SVC of additional amounts to the extent of available cash flows as defined in the management agreement. Payments of these additional amounts are not guaranteed. Each of SVC's agreements with its net lease tenants provides for payment to SVC of minimum rent. Certain of these minimum payment amounts are secured by full or limited guarantees. Annualized minimum rent amounts represent cash rent amounts due to SVC and exclude adjustments, if any, necessary to record scheduled rent changes under certain of its leases, the deferred rent obligations payable to SVC under its leases with TA and the estimated future payments to SVC under its TA leases for the cost of removing underground storage tanks at its travel centers on a straight line basis or any reimbursement of expenses paid by SVC. Rent Coverage: SVC defines rent coverage as earnings before interest, taxes, depreciation, amortization and rent, or EBITDAR, divided by the annual minimum rent due to SVC weighted by the minimum rent of the property to total minimum rents of the net lease portfolio. EBITDAR amounts used to determine rent coverage are generally for the latest twelve month period, based on the most recent operating information, if any, furnished by the tenant. Operating statements furnished by the tenant often are unaudited and, in certain cases, may not have been prepared in accordance with GAAP and are not independently verified by SVC. In instances where SVC does not have tenant financial information, it calculates 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, SVC believes using this implied coverage metric provides a more reasonable estimated representation of recent operating results and the financial condition for those tenants. Revenue per Available Room: RevPAR represents rooms revenue divided by the total number of room nights available to guests for a given period. RevPAR is an industry metric correlated to occupancy and ADR and helps measure revenue performance over comparable periods. Total Gross Assets: Total gross assets is total assets plus accumulated depreciation.
Service Properties Trust (Nasdaq: SVC) Investor Presentation May 2023 Two Newton Place 255 Washington Street Suite 300 Newton, MA 02458 SVCREIT.COM