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, 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)

Maryland	04-3262075
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts, 02458-1634

(Address of Principal Executive Offices) (Zip Code)

617-964-8389

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of each Exchange on which Registered
Common Shares of Beneficial Interest	SVC	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (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, 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.

Large accelerated filer	☒	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 3, 2022: 165,138,455

SERVICE PROPERTIES TRUST

FORM 10-Q

June 30, 2022

INDEX

		Page
PART I	Financial Information (unaudited)
	Item 1. Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets — June 30, 2022 and December 31, 2021	3
	Condensed Consolidated Statements of Comprehensive Income (Loss) — Three and Six Months Ended June 30, 2022 and 2021	4
	Condensed Consolidated Statements of Shareholders’ Equity — Three and Six Months Ended June 30, 2022 and 2021	5
	Condensed Consolidated Statements of Cash Flows — Six Months Ended June 30, 2022 and 2021	6
	Notes to Condensed Consolidated Financial Statements	8
	Item 2.
	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
	Item 3.
	Quantitative and Qualitative Disclosures About Market Risk	42
	Item 4.
	Controls and Procedures	44
	Warning Concerning Forward-Looking Statements	44
	Statement Concerning Limited Liability	48
PART II	Other Information
	Item 1A.
	Risk Factors	49
	Item 2.
	Unregistered Sales of Equity Securities and Use of Proceeds	49
	Item 6.
	Exhibits	50
	Signatures	53

References in this Quarterly Report on Form 10-Q to the Company, SVC, we, us or our include Service Properties Trust and our 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

(Unaudited)

(dollars in thousands, except share data)

	June 30, 2022		December 31, 2021
ASSETS
Real estate properties:
Land	$	1,918,840	$	1,918,385
Buildings, improvements and equipment	7,771,855		8,307,248
Total real estate properties, gross	9,690,695		10,225,633
Accumulated depreciation	(2,891,054)		(3,281,659)
Total real estate properties, net	6,799,641		6,943,974
Acquired real estate leases and other intangibles, net	267,904		283,241
Assets held for sale	68,034		515,518
Cash and cash equivalents	635,204		944,043
Restricted cash	64,901		3,375
Equity method investments	109,682		62,687
Investment in equity securities	40,840		61,159
Due from related persons	59,204		48,168
Other assets, net	286,149		291,150
Total assets	$	8,331,559	$	9,153,315
LIABILITIES AND SHAREHOLDERS’ EQUITY
Revolving credit facility	$	800,000	$	1,000,000
Senior unsecured notes, net	5,649,650		6,143,022
Accounts payable and other liabilities	425,118		433,448
Due to related persons	11,919		21,539
Total liabilities	6,886,687		7,598,009
Commitments and contingencies
Shareholders’ equity:
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 165,138,455 and 165,092,333, shares issued and outstanding, respectively	1,651		1,651
Additional paid in capital	4,553,848		4,552,558
Cumulative other comprehensive income	829		779
Cumulative net income available for common shareholders	2,527,188		2,635,660
Cumulative common distributions	(5,638,644)		(5,635,342)
Total shareholders’ equity	1,444,872		1,555,306
Total liabilities and shareholders’ equity	$	8,331,559	$	9,153,315

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

SERVICE PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(amounts in thousands, except per share data)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Revenues:
Hotel operating revenues	$	418,984	$	280,135	$	716,390	$	449,088
Rental income	96,793		95,801		193,151		188,018
Total revenues	515,777		375,936		909,541		637,106
Expenses:
Hotel operating expenses	325,194		243,183		615,537		438,536
Other operating expenses	3,179		4,376		5,650		8,109
Depreciation and amortization	100,520		121,677		204,633		246,045
General and administrative	12,665		13,480		24,452		25,821
Transaction related costs	743		6,151		1,920		25,785
Loss on asset impairment, net	3,048		899		8,548		2,110
Total expenses	445,349		389,766		860,740		746,406
Other operating income:
Gain on sale of real estate, net	38,851		10,849		44,399		10,840
Unrealized gains (losses) on equity securities, net	(10,059)		2,500		(20,319)		(3,981)
Interest income	1,021		225		1,294		282
Interest expense (including amortization of debt issuance costs and debt discounts and premiums of $5,021, $4,891, $10,934 and $9,247, respectively)	(89,820)		(91,378)		(182,164)		(180,769)
Loss on early extinguishment of debt	(791)		—		(791)		—
Income (loss) before income taxes and equity in earnings (losses) of an investee	9,630		(91,634)		(108,780)		(282,928)
Income tax expense	(473)		(211)		(1,168)		(1,064)
Equity in earnings (losses) of an investee	2,193		735		1,476		(2,108)
Net income (loss)	11,350		(91,110)		(108,472)		(286,100)
Other comprehensive income:
Equity interest in investee’s unrealized gains	46		—		50		—
Other comprehensive income	46		—		50		—
Comprehensive income (loss)	$	11,396	$	(91,110)	$	(108,422)	$	(286,100)
Weighted average common shares outstanding (basic and diluted)	164,677		164,506		164,672		164,502
Net income (loss) per common share (basic and diluted)	$	0.07	$	(0.55)	$	(0.66)	$	(1.74)

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

SERVICE PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Unaudited)

(in thousands, except share data)

	Common Shares					Additional Paid in Capital		Cumulative Net Income Available for Common Shareholders		Cumulative Other Comprehensive Income (Loss)
	Number of Shares	Common Shares		Cumulative Common Distributions
												Total
Balance at December 31, 2021	165,092,333	$	1,651	$	(5,635,342)	$	4,552,558	$	2,635,660	$	779	$	1,555,306
Net loss	—	—		—		—		(119,822)		—		(119,822)
Equity in unrealized gains of investees	—	—		—		—		—		4		4
Common share grants	—	—		—		462		—		—		462
Common share forfeitures	(800)	—		—		—		—		—		—
Distributions	—	—		(1,651)		—		—		—		(1,651)
Balance at March 31, 2022	165,091,533	$	1,651	$	(5,636,993)	$	4,553,020	$	2,515,838	$	783	$	1,434,299
Cumulative effect of accounting change	—	—		—		—		—		—		—
Net income	—	—		—		—		11,350		—		11,350
Equity interest in investee’s unrealized gains	—	—		—		—		—		46		46
Common share grants	49,000	—		—		836		—		—		836
Common share repurchases and forfeitures	(2,078)	—		—		(8)		—		—		(8)
Distributions	—	—		(1,651)		—		—		—		(1,651)
Balance at June 30, 2022	165,138,455	$	1,651	$	(5,638,644)	$	4,553,848	$	2,527,188	$	829	$	1,444,872
Balance at December 31, 2020	164,823,833	$	1,648	$	(5,628,746)	$	4,550,385	$	3,180,263	$	(760)	$	2,102,790
Net loss	—	—		—		—		(194,990)		—		(194,990)
Common share grants	—	—		—		380		—		—		380
Distributions to common shareholders	—	—		(1,648)		—		—		—		(1,648)
Balance at March 31, 2021	164,823,833	$	1,648	$	(5,630,394)	$	4,550,765	$	2,985,273	$	(760)	$	1,906,532
Net loss	—	—		—		—		(91,110)		—		(91,110)
Common share grants	49,000	1		—		1,066		—		—		1,067
Common share repurchases and forfeitures	(15,079)	—		—		(190)		—		—		(190)
Distributions	—	—		(1,648)		—		—		—		(1,648)
Balance at June 30, 2021	164,857,754	$	1,649	$	(5,632,042)	$	4,551,641	$	2,894,163	$	(760)	$	1,814,651

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SERVICE PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(dollars in thousands)

	For the Six Months Ended June 30,
	2022		2021
Cash flows from operating activities:
Net loss	$	(108,472)	$	(286,100)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	204,633		246,045
Net amortization of debt issuance costs, discounts and premiums as interest	10,934		9,247
Straight-line rental income	3,685		2,181
Loss on early extinguishment of debt	791		—
Loss on asset impairment, net	8,548		2,110
Unrealized losses on equity securities, net	20,319		3,981
Equity in (earnings) losses of an investee	(1,476)		2,108
Gain on sale of real estate	(44,399)		(10,840)
Other non-cash income, net	(1,305)		(1,363)
Changes in assets and liabilities:
Due from related persons	(17,621)		(628)
Other assets	3,148		17,588
Accounts payable and other liabilities	(4,530)		(245)
Due to related persons	(14,958)		(5,290)
Net cash provided by (used in) operating activities	59,297		(21,206)
Cash flows from investing activities:
Real estate acquisitions and deposits	—		(7,649)
Real estate improvements	(41,098)		(42,295)
Hotel managers’ purchases with restricted cash	(2,459)		(22,959)
Net proceeds from sale of real estate	488,365		33,128
Investment in Sonesta	(45,470)		(25,443)
Net cash provided by (used in) investing activities	399,338		(65,218)
Cash flows from financing activities:
Repayment of senior unsecured notes	(500,000)		—
Borrowings under revolving credit facility	—		984,027
Repayments of revolving credit facility	(200,000)		(62,451)
Deferred financing costs	(2,642)		(6,497)
Repurchase of common shares	(4)		(190)
Distributions to common shareholders	(3,302)		(3,296)
Net cash (used in) provided by financing activities	(705,948)		911,593
(Decrease) increase in cash and cash equivalents and restricted cash	(247,313)		825,169
Cash and cash equivalents and restricted cash at beginning of period	947,418		91,456
Cash and cash equivalents and restricted cash at end of period	$	700,105	$	916,625
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 amount shown in the condensed consolidated statements of cash flows:
Cash and cash equivalents	$	635,204	$	915,330
Restricted cash	64,901		1,295
Total cash and cash equivalents and restricted cash	$	700,105	$	916,625

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SERVICE PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited)

(dollars in thousands)

	For the Six Months Ended June 30,
	2022		2021
Supplemental cash flow information:
Cash paid for interest	$	180,893	$	170,903
Cash paid for income taxes	$	1,515	$	1,957
Non-cash investing activities:
Real estate improvements accrued, not paid	$	6,189	$	9,500

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

SERVICE PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(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, 2022, we owned, directly and through our subsidiaries, 247 hotels and 775 net lease properties.

At June 30, 2022, all 247 of our hotels were operated by subsidiaries of the following companies: Sonesta Holdco Corporation, or Sonesta (205 hotels), Hyatt Hotels Corporation, or Hyatt (17 hotels), Radisson Hospitality, Inc., or Radisson (eight hotels), Marriott International, Inc., or Marriott (16 hotels), and InterContinental Hotels Group, plc, or IHG (one hotel). At June 30, 2022, we owned 775 net lease properties with 176 tenants, including 179 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.

Impact of COVID-19

As a result of the COVID-19 pandemic and the impact it has had on travel and the broader economy throughout the U.S. since March 2020, our hotels have experienced significant declines in occupancy, which have had and are expected to continue to have a significant negative effect on our operating results and cash flow. While occupancy has since recovered significantly, there remains uncertainty as to when and if operations at our hotels will return to pre-pandemic levels.

Basis of Presentation

The accompanying condensed consolidated financial statements of us are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2021, or our 2021 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period, have been included. These condensed consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are 100% owned directly or indirectly by us. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods and those of our managers and tenants are not necessarily indicative of the results that may be expected for the full year.

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, impairment of real estate and related intangibles.

We have determined that each of our wholly owned taxable REIT subsidiaries, or TRSs, is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification™. We have concluded that we must consolidate each of our wholly owned TRSs because we are the entity with the power to direct the activities that most significantly impact such VIEs’ performance and we have the obligation to absorb losses or the right to receive benefits from each VIE that could be significant to the VIE and are, therefore, the primary beneficiary of each VIE. The assets of our TRSs were $164,423 and $113,705 as of June 30, 2022 and December 31, 2021, respectively, and consist primarily of our TRSs’ investment in Sonesta’s common stock and amounts due from and working capital advances to certain of our hotel managers. The liabilities of our TRSs were $36,419 and $42,432 as of June 30, 2022 and December 31, 2021, respectively, and consist primarily of amounts payable to certain of our hotel managers. The assets of our TRSs are available to satisfy our TRSs’ obligations and we have guaranteed certain obligations of our TRSs.

Note 2. 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.

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SERVICE PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

We report rental income for leased properties in our condensed consolidated statements of comprehensive income (loss). We recognize rental income from operating leases on a straight line basis over the term of the lease agreements. We reduced rental income by $1,712 and $299 for the three months ended June 30, 2022 and 2021, respectively, and reduced rental income by $3,685 and $2,181 for the six months ended June 30, 2022 and 2021, respectively, to record scheduled rent changes under certain of our leases, the deferred rent obligations payable to us under our leases with TA and the estimated future payments to us under our TA leases for the cost of removing underground storage tanks at our travel centers on a straight line basis. See Notes 5 and 10 for further information regarding our TA leases. Due from related persons includes $14,080 and $20,655 and other assets, net, includes $29,781 and $26,881 of straight line rent receivables at June 30, 2022 and December 31, 2021, respectively.

Certain of our lease agreements require additional percentage rent if gross revenues of our properties exceed certain thresholds defined in our lease agreements. We may determine percentage rent due to us under our leases monthly, quarterly or annually, depending on the specific lease terms, and recognize it when all contingencies are met and the rent is earned. We recorded percentage rent of $385 and $209 for the three months ended June 30, 2022 and 2021, respectively, and $1,141 and $389 for the six months ended June 30, 2022 and 2021, respectively. We had deferred estimated percentage rent of $2,839 and $1,591 for the three months ended June 30, 2022 and 2021, respectively, and $5,338 and $2,977 for the six months ended June 30, 2022 and 2021, respectively. See Note 5 for further information on this deferred estimated percentage rent.

Note 3. Weighted Average Common Shares

We calculate basic earnings per common share under the two class method. We calculate diluted earnings per share using the more dilutive of the two class method or the treasury stock method. Unvested share awards, and the related impact on earnings, are considered when calculating diluted earnings per share. For the three and six months ended June 30, 2022 and 2021, there were no dilutive common shares.

Note 4. Real Estate Properties

At June 30, 2022, we owned 247 hotels with an aggregate of 41,166 rooms or suites and 775 service-oriented retail properties with an aggregate of 13,406,568 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 carrying value of $9,758,729, including $68,034 related to properties classified as held for sale as of June 30, 2022.

We made capital expenditures at certain of our properties of $49,591 during the six months ended June 30, 2022.

Dispositions

During the six months ended June 30, 2022, we sold 69 properties for an aggregate sales price of $500,932, excluding closing costs, as presented in the table below. The sales of these properties do not represent significant dispositions individually or in the aggregate nor do they represent a strategic shift. 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).

Year of Sale	Property Type	Number of Properties	Rooms or Suites/Square Feet	Gross Sales Price		Gain/ (Loss) on Sale
Properties sold during the six months ended June 30, 2022
Q1 2022	Hotels	5	1,060	$	60,174	$	4,990
Q1 2022	Net Lease	2	6,960	5,350		558
Q2 2022	Hotels	51	6,119	427,694		39,878
Q2 2022	Net Lease	11	108,532	7,714		(1,027)
		69	7,179 / 115,492	$	500,932	$	44,399

As of June 30, 2022, we had 11 hotels with 1,488 rooms and an aggregate carrying value of $66,338 classified as held for sale and eight net lease properties with 21,339 square feet and an aggregate carrying value of $1,696 classified as held for sale.

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

From July 1, 2022 through August 3, 2022, we sold three hotels with 383 rooms and an aggregate carrying value of $17,952 for an aggregate sales price of $21,500, excluding closing costs, and four net lease properties with 10,216 square feet and an aggregate carrying value of $678 for an aggregate sales price of $700 excluding closing costs. See Notes 5 and 13 for further information on these properties.

As of August 3, 2022, we have entered into agreements to sell four Sonesta branded hotels with an aggregate of 508 rooms for an aggregate sales price of $24,250 and two net lease properties with an aggregate of 3,840 square feet for an aggregate sales price of $325.We continue to market 20 additional hotels with 2,752 rooms for sale. We expect the majority of these sales to be completed by the end of 2022. See Notes 5 and 13 for further information on our property sales.

Note 5. Management Agreements and Leases

As of June 30, 2022, we owned 247 hotels which were included in six operating agreements and 775 service oriented retail properties net leased to 176 tenants. We do not operate any of our properties.

Hotel agreements

Sonesta agreement. As of June 30, 2022, Sonesta managed 40 of our full-service hotels, 113 of our extended stay hotels, and 52 of our select service hotels pursuant to management agreements for all of the hotels. The hotels Sonesta managed for us comprised approximately 47.9% of our total historical real estate investments.

On January 7, 2022, we and Sonesta amended and restated our management agreements effective January 1, 2022. We refer to our management agreements with Sonesta collectively as our Sonesta agreement. As of that date, we owned 261 hotels managed by Sonesta and we expected to sell 67 of those hotels, or the Sale Hotels. Among other things, the amendments to the agreements between us and Sonesta for 194 hotels we did not then expect to sell, or the Retained Hotels, are as follows:

•The term for the Retained Hotels expires on January 31, 2037 and includes two 15-year renewal options.

•All Retained Hotels are subject to a pooling agreement that combines the management agreements for the Retained Hotels for purposes of calculating gross revenues, hotel operating expenses, fees and distributions and the owner’s priority return due to us.

•The owner’s priority return for the Retained Hotels was initially set at $325,200 annually. We have the right to terminate Sonesta’s management of specific hotels that we own if minimum performance thresholds are not met starting in 2023.

•We will renovate the Retained Hotels to comply with agreed upon brand standards. As we advance such funding or fund other capital expenditures, the aggregate annual owner’s priority return due to us will increase by 6% of the amounts funded.

•Trade area restrictions by hotel brand were added to define boundaries to protect our owned hotels in response to Sonesta increasing its franchising and third-party management activities.

For the Sale Hotels, the term was extended to December 31, 2022 (or, if earlier, until the applicable hotel has been sold) and the reserve established for the regular refurbishment of our hotels, or FF&E, reserve funding requirement was removed. The Sale Hotels are subject to a pooling agreement that combines the management agreements for the Sale Hotels for purposes of calculating gross revenues, hotel operating expenses, management and related fees and the owner’s priority return due to us. Our owner’s priority return will be reduced by the current owner’s priority return for a Sale Hotel once sold. We sold 56 of the Sale Hotels as of June 30, 2022 for an aggregate sales price of $487,868, excluding closing costs. We recognized a net gain of $44,869 and the total annual owner’s priority return was reduced by $68,111 in connection with these sales. As of June 30, 2022, the total annual owner’s priority return for the remaining 11 Sale Hotels we then owned was $17,519 as of that date. Subsequent to June 30, 2022, we sold an additional three Sale Hotels for an aggregate sales price of $21,500, excluding closing costs, and the total annual owner’s priority return was reduced by $3,523 in connection with these sales. As of August 3, 2022, we had agreements to sell an additional four Sale Hotels for an aggregate sales price of $24,250 and having a net book value of $18,516 and a total annual owner’s priority return of $5,578 as of June 30, 2022. These pending sales are subject to conditions; as a result, those sales may not occur, may be delayed or their terms may change. See Notes 6 and 10 for further information regarding our sales of hotels managed by Sonesta.

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SERVICE PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

Our Sonesta agreement 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 reimbursement of owner or manager advances and with respect to the Retained Hotels, FF&E reserve escrows and Sonesta’s incentive fee, if applicable. Our Sonesta hotels generated net operating cash flow of $77,424 and $25,198 for the three months ended June 30, 2022 and 2021, respectively, and net operating cash flow of $80,452 and a net operating cash flow deficit of $12,196 for the six months ended June 30, 2022 and 2021, respectively.

Pursuant to our Sonesta agreement, we incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing program and third-party reservation transmission fees of $32,682 and $22,046 for the three months ended June 30, 2022 and 2021, respectively, and $56,479 and $33,321 for the six months ended June 30, 2022 and 2021, 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 $269 and $643 for the three months ended June 30, 2022 and 2021, respectively, and $556 and $1,387 for the six months ended June 30, 2022 and 2021, 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.

Our Sonesta agreement requires us to fund capital expenditures that we approve at the hotels. We incurred capital expenditures for hotels included in our Sonesta agreement in an aggregate amount of $33,226 and $56,452 during the six months ended June 30, 2022 and 2021, respectively, which resulted in increases in our contractual annual owner’s priority returns of $1,994 and $3,990, respectively. We owed Sonesta $7,028 and $18,433 for capital expenditures and other reimbursements at June 30, 2022 and 2021, respectively. Sonesta owed us $20,527 and $4,592 in owner’s priority returns as of June 30, 2022 and December 31, 2021, 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. All of the hotels operated under the Retained Hotels management agreements require 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, 2022 or 2021.

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. The sales of the hotels managed by Sonesta referenced above resulted in a return to us of working capital amounts we had previously advanced with respect to those hotels. As of June 30, 2022 and December 31, 2021, we had advanced $51,206 and $56,697, 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 such sales. These amounts are included in other assets 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.

See Notes 6 and 10 for further information regarding our relationship, agreements and transactions with Sonesta.

Hyatt agreement. As of June 30, 2022, 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, 2022, we are to be paid an annual owner’s priority return of $12,735. 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 will become effective upon substantial completion of planned renovations of the hotels we currently expect to occur in 2023. We realized returns of $4,525 and $2,311 during the three months ended June 30, 2022 and 2021, respectively, and $6,388 and $3,867 for the six months ended June 30, 2022 and 2021, respectively, under our Hyatt agreement. We incurred capital expenditures for certain hotels included in our Hyatt agreement of $11,936 during the six months ended June 30, 2022, which resulted in an aggregate increase in our contractual annual owner’s priority returns of $716. We did not incur capital expenditures for any of the hotels included in our Hyatt agreement during the six months ended June 30, 2021.

Radisson agreement. As of June 30, 2022, Radisson managed eight 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 $10,200. Any returns we receive from Radisson are currently limited to the hotels’ available cash flows, if any, after payment of operating expenses. Radisson has provided us with a $22,000 limited guarantee for 75% of the

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

aggregate annual owner's priority returns due to us that will become effective upon substantial completion of planned renovations of certain of the hotels we currently expect to occur in 2023. We realized returns of $3,020 and $4,906 during the three months ended June 30, 2022 and 2021, respectively, and $3,474 and $10,056 for the six months ended June 30, 2022 and 2021, respectively, under our Radisson agreement. We incurred capital expenditures of $298 for the hotels included in our Radisson agreement for the three and six months ended June 30, 2022. We did not incur capital expenditures for any of the hotels included in our Radisson agreement during the three or six months ended June 30, 2021.

Marriott agreement. As of June 30, 2022, Marriott managed 16 of our hotels. We were previously in arbitration proceedings with Marriott regarding, among other things, the validity of the timing of the termination of the Marriott agreements in 2020, including an exit hotel agreement which, if not terminated, would have required us to sell the 16 hotels encumbered with a Marriott brand. We entered an agreement with Marriott regarding the 16 hotels currently managed by Marriott, pursuant to which we agreed to have these hotels remain Marriott branded until the arbitration was resolved. On January 18, 2022, the arbitration concluded, and we are currently evaluating our plans to maximize the value to us of these hotels, including the potential disposition of the hotels.

Our Marriott hotels generated net operating cash flow of $3,842 and $2,341 during the three months ended June 30, 2022 and 2021, respectively, and net operating cash flow of $3,593 and a net operating cash flow deficit of $12,580 during the six months ended June 30, 2022 and 2021, respectively. Any returns we receive from Marriott are limited to the hotels’ available cash flows, if any, after payment of operating expenses. We did not incur capital expenditures for any of the hotels included in our Marriott agreement during the six months ended June 30, 2022. We incurred capital expenditures of $7,250 for the hotels included in our Marriott agreement during the six months ended June 30, 2021.

Other. Our management agreement with IHG for one hotel expires on January 31, 2026. Our IHG hotel generated net

operating cash flow of $1,208 and $156 during the three months ended June 30, 2022 and 2021, respectively, and net operating cash flow of $1,337 and a cash flow deficit of $1,344 for the six months ended June 30, 2022 and 2021, respectively. Any returns we receive from IHG are limited to the hotel’s available cash flows, if any, after payment of operating expenses.

Net lease portfolio

As of June 30, 2022, we owned 775 service-focused retail net lease properties with 13,406,568 square feet with leases requiring annual minimum rents of $372,120 with a weighted (by annual minimum rents) average remaining lease term of 10.0 years. The portfolio was 98.8% leased by 176 tenants operating under 134 brands in 20 distinct industries.

TA leases. TA is our largest tenant, leasing 29.2% of our total historical real estate investments as of June 30, 2022. We lease to TA a total of 179 travel centers under five leases that expire between 2029 and 2035, subject to TA’s right to extend those leases, and require annual minimum rents of $246,110 as of June 30, 2022. In addition, TA is required to pay us previously deferred rent obligations in quarterly installments of $4,404 through January 31, 2023. TA paid $4,404 and $8,808 of deferred rent to us for each of the three and six months ended June 30, 2022 and 2021, respectively. The remaining balance of previously deferred rents was $13,211 and $22,018 as of June 30, 2022 and December 31, 2021, respectively.

We recognized rental income from our TA leases of $62,186 and $62,077 for the three months ended June 30, 2022 and 2021, respectively, and $124,269 and $124,154 for the six months ended June 30, 2022 and 2021, respectively. Rental income was reduced by $3,241 and $3,217 for the three months ended June 30, 2022 and 2021, respectively, and $6,585 and $6,522 for the six months ended June 30, 2022 and 2021, respectively, to record the deferred rent obligations under our TA leases and the estimated future payments to us by TA for the cost of removing underground storage tanks on a straight-line basis. As of June 30, 2022 and December 31, 2021, we had receivables for current rent amounts owed to us by TA and straight-line rent adjustments of $37,496 and $48,168, respectively. These amounts are included in due from related persons in our condensed consolidated balance sheets.

In addition to the rental income that we recognized during the three months ended June 30, 2022 and 2021 as described above, our TA leases require TA to pay us percentage rent based upon increases in certain sales. We recognize percentage rent due under our TA leases as rental income when all contingencies are met. We had aggregate deferred percentage rent under our TA leases of $2,839 and $1,591 for the three months ended June 30, 2022 and 2021, respectively, and $5,338 and $2,977 for the six months ended June 30, 2022 and 2021, respectively.

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

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. Under our TA leases, TA may request that we fund capital improvements in return for increases in TA’s annual minimum rent equal to 8.5% of the amounts funded. We did not fund any capital improvements to our properties that we leased to TA during the three and six months ended June 30, 2022 or 2021.

See Notes 6 and 10 for further information regarding our relationship with TA.

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 $34,607 and $33,479 for the three months ended June 30, 2022 and 2021, respectively, which included $1,530 and $2,919, respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight-line basis, and $68,927 and $63,163 for the six months ended June 30, 2022 and 2021, respectively, which included $2,901 and $5,800, 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 reduced our reserves for uncollectible amounts and increased rental income by $160 and $667 for the three and six months ended June 30, 2022, respectively, based on our assessment of collectability and cash received from certain tenants. We recorded reserves for uncollectable amounts against rental income of $1,176 and $5,960 for the three and six months ended June 30, 2021, respectively. We had reserves for uncollectable rents of $11,259 and $15,519 as of June 30, 2022 and December 31, 2021, respectively, included in other assets in our condensed consolidated balance sheets. As of June 30, 2022, we had $5,492 of deferred rents outstanding related to five tenants who represented approximately 3.7% of our annualized rental income of our net lease retail portfolio as of June 30, 2022, to which we granted rent relief during the COVID-19 pandemic. These deferred rents are included in other assets, net in our condensed consolidated balance sheets. The deferred amounts did not impact our operating results for the three months ended June 30, 2022.

Note 6. Other Investments

Equity method investment

As of June 30, 2022, we owned approximately 34% of Sonesta’s outstanding common stock. We account for our 34% non-controlling interest in Sonesta under the equity method of accounting.

As of June 30, 2022 and December 31, 2021, our investment in Sonesta had a carrying value of $109,682 and $62,687, respectively. The cost basis of our investment in Sonesta exceeded our proportionate share of Sonesta’s total stockholders’ equity book value on the date of acquisition of our initial equity interest in Sonesta, February 27, 2020, 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 in each of the three months ended June 30, 2022 and 2021 and $130 in each of the six months ended June 30, 2022 and 2021. We recognized income of $2,258 and $800 related to our investment in Sonesta for the three months ended June 30, 2022 and 2021, respectively, and income of $1,606 and losses of $1,978 for the six months ended June 30, 2022 and 2021, respectively. These amounts are included in equity in earnings (losses) of an investee in our condensed consolidated statements of comprehensive income (loss).

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

We recorded a liability 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 sheet and is being amortized on a straight-line basis through 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 for each of the three months ended June 30, 2022 and 2021, respectively, and $1,242 for each of the six months ended June 30, 2022 and 2021, respectively, for amortization of this liability. As of June 30, 2022 and December 31, 2021, the unamortized balance of this liability was $36,205 and $37,447, respectively.

In March 2021, we funded a $25,443 capital contribution to Sonesta related to its acquisition of Red Lion Hotels Corporation. In April 2022 and June 2022, we funded $25,000 and $20,470, respectively, of capital contributions to Sonesta related to Sonesta’s acquisition of a portfolio of four hotels located in New York, NY using cash on hand. We continue to maintain our 34% ownership in Sonesta after giving effect to these fundings.

Investment in equity securities.

As of both June 30, 2022 and December 31, 2021, we owned approximately 8.0% of TA’s outstanding shares of common stock, and reported this investment at fair value based on quoted market prices (Level 1 inputs). Our TA shares had a carrying value of $40,840 and $61,159 as of June 30, 2022 and December 31, 2021, respectively. Our historical cost basis for these shares was $24,418 as of both June 30, 2022 and December 31, 2021. We recorded an unrealized loss of $10,059 and unrealized gain of $2,500 for the three months ended June 30, 2022 and 2021, respectively, and unrealized loss of $20,319 and $3,981, for the six months ended June 30, 2022 and 2021, respectively, to adjust the carrying value of our investment in shares of TA common stock to its fair value. See Notes 4, 5 and 10 for further information regarding our relationships, agreements and transactions with TA and Note 13 for further information regarding our investment in TA.

Note 7. Indebtedness

Our principal debt obligations at June 30, 2022 were: (1) $800,000 of outstanding borrowings under our $800,000 revolving credit facility; and (2) $5,700,000 aggregate outstanding principal amount of senior unsecured notes. Our revolving credit facility is governed by a credit agreement with a syndicate of institutional lenders.

As of June 30, 2022, the maturity date of our revolving credit facility was January 15, 2023, and, subject to the payment of an extension fee and meeting certain other conditions, we have the option to extend the maturity date of the facility for one six-month period. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. We are required to pay interest on borrowings under our revolving credit facility at the rate of LIBOR plus a premium, which was 250 basis points per annum, subject to a LIBOR floor of 0.50%, as of June 30, 2022. We also pay a facility fee, which was 30 basis points per annum at June 30, 2022, on the total amount of lending commitments under our revolving credit facility. Both the interest rate premium and the facility fee are subject to adjustment based upon, among other things, changes to our credit ratings. As of June 30, 2022, the annual interest rate payable on borrowings under our revolving credit facility was 3.69%. The weighted average annual interest rate for borrowings under our revolving credit facility was 3.25% for the three months ended June 30, 2022, 3.05% for the six months ended June 30, 2022 and 2.85% for both the three and six months ended June 30, 2021.

We and our lenders amended the credit agreement governing our revolving credit facility, or our credit agreement, in 2020. Among other things, the amendment waived all of the then existing financial covenants through the end of the then existing agreement term, or July 15, 2022. As a result of the amendment, among other things:

•we pledged certain equity interests of subsidiaries owning properties and provided first mortgage liens on 74 properties owned by the pledged subsidiaries;

•we had the ability to fund up to $250,000 of capital expenditures per year and up to $50,000 of certain other investments per year as defined in the credit agreement;

•we agreed to certain covenants and restrictions on distributions to common shareholders, share repurchases, incurring indebtedness, and acquiring real property (in each case subject to various exceptions);

•we agreed to maintain minimum liquidity of $125,000;

•we were generally required to apply the net cash proceeds from the disposition of assets, capital markets transactions and debt refinancings to repay outstanding amounts under the credit agreement, and then to other debt maturities;

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

•in order to exercise the first six month extension option under the credit agreement, we would have needed to be in compliance with the financial covenants under the agreement calculated using pro forma projections as defined in the agreement for the quarter ending June 30, 2022, annualized, and have repaid or refinanced our $500,000 of 5.00% senior notes due in August 2022; and

•we were not able to utilize the feature in our credit agreement pursuant to which maximum aggregate borrowings may be increased to up to $2,300,000 on a combined basis in certain circumstances until we demonstrated compliance with certain covenants.

On April 14, 2022, we further amended our credit agreement and exercised our option to extend the maturity date of our revolving credit facility by six months to January 15, 2023. Pursuant to the amendment:

•we repaid $200,000 of the outstanding balance and reduced the size of the revolving credit facility from $1,000,000 to $800,000;

•we are permitted to acquire up to an aggregate of $300,000 of real property through the waiver period, which was extended pursuant to the amendment to December 31, 2022;

•certain of the financial covenants in our credit agreement will be tested and in full force and effect beginning with the quarter ending September 30, 2022 and were modified to lower the required fixed charge coverage ratio from 1.5x to 1.0x through December 31, 2022, increase the required leverage ratio limit from 60% to 70% and increase the minimum liquidity requirement from $125,000 to $150,000 (which amount is subject to an additional increase as noted below);

•we can fund through the waiver period an aggregate of $100,000 of capital contributions requested by Sonesta for business activities and to acquire additional shares of common stock of TA to retain our pro rata ownership of TA, an increase from the previous aggregate limit of $50,000;

•the interest rate premium payable on borrowings under our revolving credit facility was increased from 235 basis points per annum to 250 basis points per annum, with the facility fee remaining unchanged at 30 basis points per annum on the total amount of lending commitments under the facility. The interest rate premiums and the facility fee continue to be subject to adjustment based upon changes to our credit ratings and, pursuant to the amendment, the interest rate premium will increase by an additional 25 basis points if we do not satisfy certain financial covenants; and

•we are required to maintain minimum liquidity of at least $150,000.

As a result of the decrease in the size of the revolving credit facility, we recognized a loss on early extinguishment of debt of $590 during the six months ended June 30, 2022, which represented the write off of a portion of deferred financing fees.

Our revolving credit facility continues to be secured by 73 properties with an undepreciated book value of $1,578,603 as of June 30, 2022 to secure our obligations under the credit agreement.

On June 15, 2022, we redeemed at par all of our outstanding 5.00% senior notes due 2022 for a redemption price equal to the principal amount of $500,000, plus accrued and unpaid interest. As a result of the redemption, we recorded a loss on early extinguishment of debt of $201 during the three and six months ended June 30, 2022, which represented the unamortized discounts and issuance costs related to these notes.

Our credit agreement and our 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 The RMR Group LLC, or RMR, ceasing to act as our business manager. Our credit agreement and our unsecured senior notes indentures and their supplements 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. As of June 30, 2022, we believe we were in compliance with the terms and conditions of our credit agreement subject to the waiver described above, and our unsecured senior notes indentures and their supplements.

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

Note 8. Shareholders' Equity

Distributions

During the six months ended June 30, 2022, we declared and paid regular quarterly distributions to common shareholders as follows:

Declaration Date	Record Date	Paid Date	Dividend Per Common Share		Total Distributions
January 13, 2022	January 24, 2022	February 17, 2022	$	0.01	$	1,651
April 14, 2022	April 25, 2022	May 19, 2022	0.01		1,651
			$	0.02	$	3,302

On July 14, 2022, we declared a regular quarterly distribution to common shareholders of record as of July 25, 2022 of $0.01 per share, or $1,651. We expect to pay this amount on or about August 18, 2022.

Share Awards

On June 15, 2022, in accordance with our Trustee compensation arrangements, we awarded 7,000 of our common shares, valued at $5.70 per common share, the closing price of our common shares on The Nasdaq Stock Market LLC, or 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, 2022, we purchased an aggregate of 478 of our common shares valued at a weighted average share price of $7.94 per share. These common share withholdings and purchases were made to satisfy the tax withholding and payment obligations of a former employee of RMR in connection with awards of our common shares we previously made to such former employee. We withheld and purchased these shares at their fair market values based upon the trading price of our common shares at the close of trading on Nasdaq on the purchase date.

Note 9. 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, excluding properties leased to TA, 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.

We recognized net business management fees payable to RMR of $9,305 and $10,743 for the three months ended June 30, 2022 and 2021, respectively, and $19,183 and $21,042 for the six months ended June 30, 2022 and 2021, respectively. Based on our common share total return, as defined in our business management agreement, as of each of June 30, 2022 and 2021, no incentive fees are included in the net business management fees we recognized for the three and six months ended June 30, 2022 or 2021. The actual amount of annual incentive fees for 2022, if any, will be based on our common share total return, as defined in our business management agreement, for the three-year period ending December 31, 2022, and will be payable in January 2023. We did not incur an incentive fee payable to RMR for the year ended December 31, 2021. We include business management fee amounts in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss).

We and RMR amended our business management agreement effective August 1, 2021 to provide that (i) for periods beginning on and after August 1, 2021, the MSCI U.S. REIT/Hotel & Resort REIT Index will be used to calculate benchmark returns per share for purposes of determining any incentive management fee payable by us to RMR, and (ii) for periods prior to August 1, 2021, the SNL U.S. REIT Hotel Index will continue to be used. This change of index was due to S&P Global, Inc. ceasing to publish the SNL U.S. REIT Hotel Index.

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

We recognized property management and construction supervision fees payable to RMR of $1,235 and $1,077 for the three months ended June 30, 2022 and 2021, respectively, and $2,898 and $1,881 for the six months ended June 30, 2022 and 2021, respectively. Of those amounts, for the three months ended June 30, 2022 and 2021, $1,014 and $875, respectively, of property management fees were expensed to other operating expenses in our condensed consolidated statements of comprehensive income (loss) and $221 and $202, respectively, of construction and supervision fees were capitalized for the three months ended June 30, 2022 and 2021. The amounts capitalized are included in building, improvements and equipment in our condensed consolidated balance sheets. For the six months ended June 30, 2022 and 2021, $2,032 and $1,678, respectively, of property management fees were expensed to other operating expenses in our condensed consolidated statements of comprehensive income (loss) and $867 and $203, respectively, of construction and supervision fees were capitalized and included in building, improvements and equipment in our condensed consolidated balance sheets. The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets.

We are generally responsible for all 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 employees assigned to work exclusively or partly at our net lease properties, 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. We reimbursed RMR $685 and $734 for these expenses and costs for the three months ended June 30, 2022 and 2021, respectively, and $1,439 and $1,478 for the six months ended June 30, 2022 and 2021, respectively. We included these amounts in other operating expenses and selling, general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income (loss).

On June 22, 2021, we and RMR amended our property management agreement to, among other things, provide for RMR's oversight of any major capital projects and repositioning activities at our hotels, including our hotels that are managed by Sonesta, as we may request from time to time. RMR will receive the same fee previously paid to Sonesta for these services, which is equal to 3% of the cost of any such major capital project or repositioning activity.

Note 10. Related Person Transactions

We have relationships and historical and continuing transactions with TA, Sonesta, RMR, The RMR Group, Inc., or 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 operating subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. 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. John G. Murray, our other Managing Trustee and our President and Chief Executive Officer until March 31, 2022, also serves as an officer and employee of RMR, and each of our other officers serves as an officer of RMR. Some of our Independent Trustees also serve as independent trustees or independent directors of other public companies to which RMR or its subsidiaries provide management services. Adam Portnoy serves as chair of the boards and as a managing trustee or managing director of those companies. Other officers of RMR, including Mr. Murray and certain of our other officers, serve as managing trustees, managing directors or officers of certain of these companies.

TA. We lease 179 of our travel centers to TA under our TA leases. As of June 30, 2022, we owned approximately 8.0% of TA’s outstanding shares of common stock. RMR provides management services to both us and TA, and Adam D. Portnoy, also serves as the chair of the board of directors and as a managing director of TA and, as of June 30, 2022, beneficially owned (including through RMR) approximately 4.5% of TA’s outstanding shares of common stock. See Notes 5, 6 and 13 for further information regarding our relationships, agreements and transactions with, and investments in, TA.

Sonesta. Sonesta is a private company and is controlled by one of our Managing Trustees, Adam D. Portnoy. Mr. Portnoy, is the largest owner and controlling shareholder and a director of Sonesta. One of Sonesta’s other directors is our other Managing Trustee and former President and Chief Executive Officer and is Sonesta’s president and chief executive officer. Sonesta’s other director serves as RMR’s and RMR Inc.’s executive vice president, general counsel and secretary, as a managing director of RMR Inc. and as our Secretary. Certain other officers of Sonesta are officers of RMR and certain other officers and employees of Sonesta are former employees of RMR. RMR also provides certain services to Sonesta. As of June 30, 2022, we owned approximately 34% of Sonesta which managed 205 of our hotels. See Notes 4, 5 and 6 for further information regarding our relationships, agreements and transactions with, and investment in, Sonesta.

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

Our Manager, RMR. We have two agreements with RMR to provide management services to us. See Note 9 for further information regarding our management agreements with RMR.

For further information about these and certain other such relationships and certain other related person transactions, refer to our 2021 Annual Report.

Note 11. 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 includes the income tax provision 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, 2022, we recognized an income tax expense of $473, which includes $255 of state tax expense and $218 of foreign tax expense. During the three months ended June 30, 2021, we recognized an income tax expense of $211, which includes $141 of state tax expense and $70 of foreign tax expense.

During the six months ended June 30, 2022, we recognized an income tax expense of $1,168, which includes $835 of state tax expense and $333 of foreign tax expense. During the six months ended June 30, 2021, we recognized an income tax expense of $1,064, which includes $894 of state tax expense and $170 of foreign tax expense.

18

SERVICE PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

Note 12. Segment Information

We aggregate our hotels and net lease portfolio into two reportable segments, hotel investments and net lease investments, based on their similar operating and economic characteristics.

	For the Three Months Ended June 30, 2022
	Hotels		Net Lease		Corporate		Consolidated
Revenues:
Hotel operating revenues	$	418,984	$	—	$	—	$	418,984
Rental income	—		96,793		—