Item 1. Financial Statements
Item 1. Financial Statements
SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
(unaudited)
March 31, 2025 December 31, 2024
ASSETS
Real estate properties:
Land $ 1,733,591 $ 1,930,459
Buildings, improvements and equipment 6,133,031 7,682,885
Total real estate properties, gross 7,866,622 9,613,344
Accumulated depreciation ( 2,392,767 ) ( 3,238,636 )
Total real estate properties, net 5,473,855 6,374,708
Acquired real estate leases and other intangibles, net 102,855 107,956
Assets of properties held for sale
871,464 43,101
Cash and cash equivalents 80,147 143,482
Restricted cash 13,947 13,904
Equity method investment 112,024 115,818
Due from related persons 19,908 3,911
Other assets, net 301,879 316,678
Total assets $ 6,976,079 $ 7,119,558
LIABILITIES AND SHAREHOLDERS’ EQUITY
Unsecured debt, net $ 4,023,554 $ 4,020,347
Secured debt, net 1,638,848 1,690,356
Accounts payable and other liabilities 556,167 532,522
Due to related persons 14,037 24,118
Liabilities of properties held for sale
8,900 342
Total liabilities 6,241,506 6,267,685
Commitments and contingencies
Shareholders’ equity:
Common shares of beneficial interest, $ .01 par value; 200,000,000 shares authorized; 166,646,721 and 166,636,537 shares issued and outstanding, respectively
1,666 1,666
Additional paid in capital 4,560,982 4,560,334
Cumulative other comprehensive income 2,018 1,865
Cumulative net income 2,078,539 2,194,974
Cumulative common distributions ( 5,908,632 ) ( 5,906,966 )
Total shareholders’ equity 734,573 851,873
Total liabilities and shareholders’ equity $ 6,976,079 $ 7,119,558
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(amounts in thousands, except per share data)
(unaudited)
Three Months Ended March 31,
2025 2024
Revenues:
Hotel operating revenues $ 334,963 $ 336,236
Rental income 100,216 100,014
Total revenues 435,179 436,250
Expenses:
Hotel operating expenses 305,840 305,086
Net lease operating expenses 5,628 4,723
Depreciation and amortization 89,100 93,107
General and administrative 9,556 10,506
Transaction related costs 111 —
Loss on asset impairment 37,067 2,451
Total expenses 447,302 415,873
Gain (loss) on sale of real estate, net 746 ( 2,963 )
Interest income 1,249 1,962
Interest expense (including amortization of debt issuance costs, discounts and premiums of $ 8,680 and $ 7,226 , respectively)
( 101,517 ) ( 91,414 )
Loss before income tax expense and equity in losses of an investee ( 111,645 ) ( 72,038 )
Income tax expense ( 843 ) ( 1,007 )
Equity in losses of an investee ( 3,947 ) ( 5,338 )
Net loss ( 116,435 ) ( 78,383 )
Other comprehensive income (loss):
Equity interest in investee’s unrealized gains (losses) 153 ( 344 )
Other comprehensive income (loss) 153 ( 344 )
Comprehensive loss $ ( 116,282 ) $ ( 78,727 )
Weighted average common shares outstanding (basic and diluted) 165,615 165,158
Net loss per common share (basic and diluted) $ ( 0.70 ) $ ( 0.48 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(dollars in thousands)
(unaudited)
Number of Shares Common Shares Cumulative Common Distributions Additional Paid in Capital Cumulative
Net Income Cumulative Other Comprehensive Income Total
Balance at December 31, 2024 166,636,537 $ 1,666 $ ( 5,906,966 ) $ 4,560,334 $ 2,194,974 $ 1,865 $ 851,873
Net loss — — — — ( 116,435 ) — ( 116,435 )
Equity interest in investee’s unrealized gains — — — — — 153 153
Common share grants 32,490 — — 664 — — 664
Common share repurchases ( 1,539 ) — — ( 4 ) — — ( 4 )
Common share forfeitures ( 20,767 ) — — ( 12 ) — — ( 12 )
Distributions — — ( 1,666 ) — — — ( 1,666 )
Balance at March 31, 2025 166,646,721 $ 1,666 $ ( 5,908,632 ) $ 4,560,982 $ 2,078,539 $ 2,018 $ 734,573
Balance at December 31, 2023 165,769,595 $ 1,658 $ ( 5,805,816 ) $ 4,557,473 $ 2,470,500 $ 2,318 $ 1,226,133
Net loss — — — — ( 78,383 ) — ( 78,383 )
Equity interest in investee’s unrealized losses — — — — — ( 344 ) ( 344 )
Common share grants — — — 430 — — 430
Common share repurchases ( 1,537 ) — — ( 13 ) — — ( 13 )
Distributions — — ( 33,154 ) — — — ( 33,154 )
Balance at March 31, 2024 165,768,058 $ 1,658 $ ( 5,838,970 ) $ 4,557,890 $ 2,392,117 $ 1,974 $ 1,114,669
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(unaudited)
Three Months Ended March 31,
2025 2024
Cash flows from operating activities:
Net loss $ ( 116,435 ) $ ( 78,383 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 89,100 93,107
Net amortization of debt issuance costs, discounts and premiums as interest 8,680 7,226
Straight line rental income ( 3,878 ) ( 5,768 )
Loss on asset impairment 37,067 2,451
Equity in losses of an investee 3,947 5,338
(Gain) loss on sale of real estate, net ( 746 ) 2,963
Other non-cash income, net ( 718 ) ( 925 )
Changes in assets and liabilities:
Due from related persons ( 15,997 ) ( 15,024 )
Other assets 145 ( 1,801 )
Accounts payable and other liabilities 35,820 ( 6,077 )
Due to related persons 1,215 ( 4,033 )
Net cash provided by (used in) operating activities 38,200 ( 926 )
Cash flows from investing activities:
Real estate improvements ( 61,426 ) ( 76,261 )
Hotel managers’ purchases with restricted cash ( 1,124 ) ( 1,002 )
Real estate acquisition deposits
( 723 ) —
Net proceeds from sale of real estate 21,081 5,826
Investment in Sonesta — ( 3,392 )
Net cash used in investing activities ( 42,192 ) ( 74,829 )
Cash flows from financing activities:
Repayment of mortgage notes payable ( 489 ) ( 489 )
Borrowings under variable funding note 45,000 —
Repayments of revolving credit facility ( 100,000 ) —
Payment of debt issuance costs ( 2,141 ) ( 1,093 )
Repurchase of common shares ( 4 ) ( 13 )
Distributions to common shareholders ( 1,666 ) ( 33,154 )
Net cash used in financing activities ( 59,300 ) ( 34,749 )
Decrease in cash and cash equivalents and restricted cash ( 63,292 ) ( 110,504 )
Cash and cash equivalents and restricted cash at beginning of period 157,386 197,830
Cash and cash equivalents and restricted cash at end of period $ 94,094 $ 87,326
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(dollars in thousands)
(unaudited)
Three Months Ended March 31,
2025 2024
Supplemental cash flow information:
Cash paid for interest $ 46,795 $ 82,664
Cash (refunded) paid for income taxes
$ ( 183 ) $ 115
Non-cash investing activities:
Real estate improvements accrued, not paid $ 24,329 $ 39,705
Supplemental disclosure of cash and cash equivalents and restricted cash:
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amounts shown in the condensed consolidated statements of cash flows:
As of March 31,
2025 2024
Cash and cash equivalents $ 80,147 $ 71,287
Restricted cash (1)
13,947 16,039
Total cash and cash equivalents and restricted cash $ 94,094 $ 87,326
(1) Restricted cash consists of amounts escrowed pursuant to the terms of our hotel management agreements to fund capital improvements at our hotels and amounts escrowed as required by certain of our debt agreements.
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands, except per share amounts)
(unaudited)
Note 1. Organization and Basis of Presentation
Service Properties Trust, or we, us or our, is a real estate investment trust, or REIT, organized on February 7, 1995 under the laws of the State of Maryland, which invests in hotels and service-focused retail net lease properties. At March 31, 2025, we owned, directly and through our subsidiaries, 202 hotels and 739 service-focused retail net lease properties.
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 consolidated financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, 2024, or our 2024 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. Certain prior period balances have been reclassified to conform to the current period presentation.
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our condensed consolidated financial statements include the allowance for credit losses, purchase price allocations, useful lives of fixed assets and impairment of real estate and related intangibles.
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 ™ , or ASC . 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 $ 157,084 and $ 144,079 as of March 31, 2025 and December 31, 2024, respectively, and consist primarily of our TRSs’ investment in Sonesta International Hotels Corporation’s, or, collectively with its parent and subsidiaries, Sonesta’s, common stock and amounts due from and working capital advances to certain of our hotel managers. The liabilities of our TRSs were $ 94,169 and $ 78,749 as of March 31, 2025 and December 31, 2024, 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. Recent Accounting Pronouncements
In December 2023, the FASB issued Accounting Standards Update, or ASU, No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , or ASU No. 2023-09, which requires public entities to enhance its annual income tax disclosures by requiring: (i) consistent categories and greater disaggregation of information in the rate reconciliation, and (ii) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our condensed consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, or ASU 2024-03, which requires public entities to disclose specific expense categories such as employee compensation, depreciation and intangible asset amortization. These details must be presented in a tabular format in the notes to financial statements for both interim and annual reporting periods. ASU 2024-03 is required to be applied prospectively but can be applied retrospectively, and is effective for the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact ASU 2024-03 will have on our condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Note 3. Revenue Recognition
We report hotel operating revenues for managed hotels in our condensed consolidated statements of comprehensive income (loss). We generally recognize hotel operating revenues, consisting primarily of room and food and beverage sales, when goods and services are provided.
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 terms of the lease agreements. We increased rental income by $ 3,878 and $ 5,768 for the three months ended March 31, 2025 and 2024, respectively, to record scheduled rent changes under certain of our leases on a straight line basis. Other assets, net, includes $ 87,001 and $ 81,574 of straight line rent receivables at March 31, 2025 and December 31, 2024, 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 determine percentage rent due to us under our leases monthly, quarterly or annually, as applicable, depending on the specific lease terms, and recognize it when all contingencies are met and the rent is earned. We recorded percentage rent of $ 846 and $ 544 for the three months ended March 31, 2025 and 2024, respectively.
Note 4. Per Common Share Amounts
We calculate basic earnings per common share using the two class method. We calculate diluted earnings per common share using the more dilutive of the two class method or the treasury stock method. Unvested common share awards and other potentially dilutive common shares, together with the related impact on earnings, are considered when calculating diluted earnings per common share. The calculation of basic and diluted earnings per common share is as follows (amounts in thousands, except per share data):
Three Months Ended March 31,
2025 2024
Numerators:
Net loss $ ( 116,435 ) $ ( 78,383 )
Income attributable to unvested participating securities ( 10 ) ( 122 )
Net loss used in calculating earnings per common share $ ( 116,445 ) $ ( 78,505 )
Denominators:
Weighted average common shares outstanding (basic and diluted) 165,615 165,158
Net loss per common share (basic and diluted) $ ( 0.70 ) $ ( 0.48 )
Note 5. Real Estate Properties
As of March 31, 2025, we owned 202 hotels with an aggregate of 35,359 rooms or suites and 739 service-focused retail net lease properties with an aggregate of 13,189,476 square feet that are primarily subject to “triple net” leases, or net leases where the tenant is generally responsible for payment of operating expenses and capital expenditures of the property during the lease term. Our properties had an aggregate undepreciated book value of $ 9,589,528 , including $ 1,722,906 related to properties classified as held for sale as of March 31, 2025.
We funded capital improvements to certain of our properties of $ 45,869 and $ 68,782 during the three months ended March 31, 2025 and 2024, respectively.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Acquisitions
From April 1, 2025 through May 2, 2025, we acquired three net lease properties with a total of 18,218 square feet for a combined purchase price of $ 12,597 , excluding closing costs. We have also entered into agreements to acquire six net lease properties with a total of 69,236 square feet for a combined purchase price of $ 20,734 , excluding closing costs. These pending acquisitions are subject to conditions; accordingly, we cannot be sure that we will complete these acquisitions, that these acquisitions will not be delayed or that the terms will not change.
Dispositions
During the three months ended March 31, 2025, we sold seven properties for a combined sales price of $ 22,700 , excluding closing costs. The sales of these properties as presented in the table below do not represent significant dispositions, individually or in the aggregate, nor do they represent a strategic shift in our business. As a result, the results of the operations of these properties are included in continuing operations through the date of sale in our condensed consolidated statements of comprehensive income (loss).
Quarter Sold Property Type Number of Properties Rooms or Suites / Square Feet Gross Sales Price (1)
Gain on Sale of Real Estate, net
Q1 2025
Hotel 4 514 $ 19,600 $ 403
Q1 2025
Net Lease 3 103,043 3,100 343
7 514 / 103,043
$ 22,700 $ 746
(1) Gross sales price is the gross contract price, excluding closing costs.
As of March 31, 2025, we had 118 hotels with a total of 15,417 keys and seven net lease properties with a total of 82,302 square feet classified as held for sale. See Note 14 for further information on certain of these properties. The following table summarizes the major class of assets and liabilities by our hotel investments and net lease investments segments as of March 31, 2025:
As of March 31, 2025
Hotels Net Lease Total
Assets of properties held for sale:
Real estate properties, net $ 846,594 $ 1,092 $ 847,686
Other assets, net (1)
23,754 24 23,778
Total assets of properties held for sale $ 870,348 $ 1,116 $ 871,464
Liabilities of properties held for sale:
Accounts payable and other liabilities $ 8,849 $ 51 $ 8,900
Total liabilities of properties held for sale $ 8,849 $ 51 $ 8,900
(1) Other assets, net includes working capital of $ 15,556 for our hotel investments segment as described in Note 6.
From April 1, 2025 through May 2, 2025, we sold one net lease property with 2,053 square feet for a sales price of $ 365 , excluding closing costs. We have also entered into agreements to sell four hotels with a total of 492 keys for a combined sales price of $ 26,500 , excluding closing costs, and one net lease property with 1,122 square feet for a sales price of $ 395 , excluding closing costs. These pending sales are subject to conditions; accordingly, we cannot be sure that we will complete these sales, that these sales will not be delayed or that the terms will not change. We are at various stages of selling 114 hotels with a total of 14,925 keys and six net lease properties with a total of 80,249 square feet for sale. We believe it is probable that the sales of these properties will be completed within one year.
Note 6. Management Agreements and Leases
As of March 31, 2025, we owned 202 hotels included in four operating agreements and 739 service-focused retail properties net leased to 175 tenants. We do not operate any of our properties.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
As of March 31, 2025, all 202 of our hotels were managed by subsidiaries of the following companies: Sonesta ( 177 hotels), Hyatt Hotels Corporation, or Hyatt ( 17 hotels), Radisson Hospitality, Inc., or Radisson ( seven hotels), and InterContinental Hotels Group, plc, or IHG ( one hotel). As of March 31, 2025, our 739 service-focused retail net lease properties were leased by 175 tenants, including 175 travel centers leased to TravelCenters of America Inc., or TA, our largest tenant. Hereinafter, these companies are sometimes referred to as our managers and/or tenants, or collectively, operators.
Hotel Agreements
Sonesta Agreement
As of March 31, 2025, Sonesta managed 39 of our full service hotels, 99 of our extended stay hotels and 39 of our select service hotels pursuant to management agreements for all of the hotels, which we collectively refer to as our Sonesta agreement. As of March 31, 2025, the hotels Sonesta managed for us comprised approximately 49.8 % of our total historical real estate investments.
Our Sonesta agreement, which expires on January 31, 2037 and includes two 15 -year renewal options, provides that we are paid an annual owner’s priority return if gross revenues of the hotels, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), are sufficient to do so. The Sonesta agreement further provides that we are paid an additional return equal to 80 % of the operating profits, as defined therein, after paying the owner’s priority return, reimbursing owner or manager advances, funding FF&E reserves and paying Sonesta’s incentive fee, if applicable. We do not have any security deposits or guarantees for our Sonesta hotels. We realized returns under our Sonesta agreement of $ 18,169 and $ 27,375 during the three months ended March 31, 2025 and 2024, respectively.
Our Sonesta agreement requires us to fund capital expenditures made at our hotels. We incurred capital expenditures for hotels included in our Sonesta agreement in an aggregate amount of $ 41,561 and $ 46,996 during the three months ended March 31, 2025 and 2024, respectively, which resulted in increases in our contractual annual owner’s priority returns of $ 2,494 and $ 2,820 , respectively. Our annual priority return under our Sonesta agreement as of March 31, 2025 was $ 354,924 . We owed Sonesta $ 7,517 and $ 18,199 for capital expenditures and other reimbursements at March 31, 2025 and December 31, 2024, respectively. Sonesta owed us $ 19,908 and $ 3,911 in owner’s priority returns and other amounts as of March 31, 2025 and December 31, 2024, respectively. Amounts due from Sonesta are included in due from related persons and amounts owed to Sonesta are included in due to related persons in our condensed consolidated balance sheets. Our Sonesta agreement requires that 5 % of the hotel gross revenues be escrowed for future capital expenditures as FF&E reserves, subject to available cash flows after payment of the owner’s priority returns due to us. No FF&E escrow deposits were required during either of the three months ended March 31, 2025 or 2024.
Pursuant to our Sonesta agreement, we incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing programs and third-party reservation transmission fees of $ 26,276 and $ 27,015 for the three months ended March 31, 2025 and 2024, respectively. These fees and costs are included in hotel operating expenses in our condensed consolidated statements of comprehensive income (loss). In addition, we incurred procurement and construction supervision fees payable to Sonesta of $ 621 and $ 400 for the three months ended March 31, 2025 and 2024, respectively, which amounts have been capitalized in our condensed consolidated balance sheets and are depreciated over the estimated useful lives of the related capital assets.
We are required to maintain working capital for each of our hotels managed by Sonesta and have advanced a fixed amount based on the number of rooms in each hotel to meet the cash needs for hotel operations. As of March 31, 2025 and December 31, 2024, we had advanced $ 45,952 and $ 46,466 , respectively, of initial working capital to Sonesta net of any working capital returned to us on termination of the applicable management agreements in connection with hotels we have sold. These amounts are included in other assets, net and assets of properties held for sale, as applicable, in our condensed consolidated balance sheets. Any remaining working capital would be returned to us upon termination in accordance with the terms of our Sonesta agreement.
See Notes 7 and 11 for further information regarding our relationships, agreements and transactions with Sonesta.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Hyatt Agreement
As of March 31, 2025, Hyatt managed 17 of our select service hotels pursuant to a portfolio management agreement that expires on March 31, 2031, or our Hyatt agreement, and provides that, as of March 31, 2025, we are to be paid an annual owner’s priority return of $ 17,400 . Any returns we receive from Hyatt are currently limited to the hotels’ available cash flows, if any, after payment of operating expenses. Hyatt has provided us with a $ 30,000 limited guarantee for 75 % of the aggregate annual owner’s priority returns due to us that became effective upon substantial completion of planned renovations of the hotels, which occurred in January 2025. We realized returns under our Hyatt agreement of $ 3,127 during the three months ended March 31, 2025 and a net operating loss of $ 1,108 during the three months ended March 31, 2024. During the three months ended March 31, 2025, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for this period, and we reduced hotel operating expenses by $ 1,367 , to record the guaranteed amount of the shortfall due from Hyatt. The available balance of the guaranty was $ 28,633 as of March 31, 2025. During the three months ended March 31, 2025, we incurred capital expenditures for certain hotels included in our Hyatt agreement of $ 1,619 ; however, the contractual annual owner’s priority returns did not increase as the cost of the renovations had reached the maximum stated in our management agreement with Hyatt. During the three months ended March 31, 2024, we incurred capital expenditures for certain hotels included in our Hyatt agreement of $ 20,225 , which resulted in an increase in our contractual annual owner’s priority returns of $ 1,214 .
Radisson Agreement
As of March 31, 2025, Radisson managed seven of our full service hotels pursuant to a portfolio management agreement that expires on July 31, 2031, or our Radisson agreement, and provides that we are to be paid an annual owner’s priority return of $ 10,906 . Radisson has provided us with a $ 22,000 limited guarantee for 75 % of the aggregate annual owner’s priority returns due to us that became effective on January 1, 2023, subject to adjustment for planned renovations of certain hotels, which occurred in December 2024. We realized returns under our Radisson agreement of $ 1,403 and $ 1,451 during the three months ended March 31, 2025 and 2024, respectively. During the three months ended March 31, 2025 and 2024, the hotels under this agreement generated cash flows that were less than the guaranteed owner’s priority level due to us for these periods, and we reduced hotel operating expenses by $ 2,045 and $ 522 , respectively, to record the guaranteed amount of the shortfalls due from Radisson. The available balance of the guaranty was $ 19,305 as of March 31, 2025. We did not incur any capital expenditures during the three months ended March 31, 2025 for the hotels included in our Radisson agreement. During the three months ended March 31, 2024, we incurred capital expenditures of $ 286 for the hotels included in our Radisson agreement, which resulted in an increase in our contractual owner’s priority returns of $ 17 .
IHG Agreement
Our management agreement with IHG for one hotel expires on January 31, 2026. We realized returns under our management agreement with IHG of $ 2,243 and $ 1,593 during the three months ended March 31, 2025 and 2024, respectively. Any returns we receive from IHG are limited to the hotel’s available cash flows, if any, after payment of operating expenses. During the three months ended March 31, 2025 and 2024, we incurred capital expenditures of $ 975 and $ 149 , respectively, for the hotel included in our IHG agreement.
Net Lease Portfolio
As of March 31, 2025, we owned 739 service-focused retail net lease properties with an aggregate of 13,189,476 square feet with leases requiring annual minimum rents of $ 380,568 with a weighted (by annual minimum rents) average remaining lease term of 7.8 years. Our net lease properties were 97.8 % occupied and leased by 175 tenants operating under 136 brands in 21 distinct industries.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
TA Leases
As of March 31, 2025, TA is our largest tenant, representing 28.8 % of our total historical real estate investments. We lease to TA a total of 175 travel centers under five master leases that expire in 2033, or our TA leases, subject to TA’s right to extend those leases, and require annual minimum rents of $ 259,080 as of March 31, 2025. TA receives a monthly rent credit totaling $ 25,000 per year over the 10-year initial term of the TA leases as a result of rent it prepaid.
Our TA leases are “triple net” leases that require TA to pay all costs incurred in the operation of the leased travel centers, including personnel, utility, inventory, customer service and insurance expenses, real estate and personal property taxes, environmental related expenses, underground storage tank maintenance costs and ground lease payments at those travel centers at which we lease the property and sublease it to TA. Our TA leases generally require TA to indemnify us for certain environmental matters and for liabilities that arise during the terms of the leases from ownership or operation of the leased travel centers. Our TA leases do not require FF&E escrow deposits. However, TA is required to maintain the leased travel centers, including structural and non-structural components. BP Corporation North America Inc., a subsidiary of BP p.l.c., guarantees payment under each of the TA leases, limited to an aggregate cap which was $ 3,037,475 as of March 31, 2025.
We recognized rental income from our TA leases of $ 67,834 for each of the three months ended March 31, 2025 and 2024. Rental income was increased by $ 3,039 and $ 4,309 for the three months ended March 31, 2025 and 2024, respectively, to record the scheduled rent changes on a straight line basis. As of March 31, 2025 and December 31, 2024, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $ 44,811 and $ 40,097 , respectively, included in other assets, net in our condensed consolidated balance sheets.
Our other net lease agreements generally provide for minimum rent payments and in addition may include variable payments. Rental income from operating leases, including any payments derived by index or market-based indices, is recognized on a straight line basis over the lease term when we have determined that the collectability of substantially all of the lease payments is probable. Some of our leases have options to extend or terminate the lease exercisable at the option of our tenants, which are considered when determining the lease term. We recognized rental income from our net lease properties (excluding TA) of $ 32,382 and $ 32,180 for the three months ended March 31, 2025 and 2024, respectively, which included $ 839 and $ 1,459 , respectively, of adjustments to record scheduled rent changes under certain of our leases on a straight line basis.
We continually review receivables related to rent, straight line rent and property operating expense reimbursements and determine collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. The review includes an assessment of whether substantially all of the amounts due under a tenant’s lease are probable of collection. For leases that are deemed probable of collection, revenue continues to be recorded on a straight line basis over the lease term. For leases that are deemed not probable of collection, revenue is recorded as cash is received. We recognize all changes in the collectability assessment for an operating lease as an adjustment to rental income. We recorded reserves for uncollectable amounts and reduced rental income by $ 235 and $ 665 for the three months ended March 31, 2025 and 2024, respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $ 4,959 and $ 5,058 as of March 31, 2025 and December 31, 2024, respectively, included in other assets, net in our condensed consolidated balance sheets.
Note 7. Equity Method Investment
As of both March 31, 2025 and December 31, 2024, we owned 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 March 31, 2025 and December 31, 2024, our investment in Sonesta had a carrying value of $ 112,024 and $ 115,818 , respectively. On the date of acquisition of our initial equity interest in Sonesta (February 27, 2020), the cost basis of our investment in Sonesta exceeded our proportionate share of Sonesta’s total stockholders’ equity book value by an aggregate of $ 8,000 . As required under GAAP, we are amortizing this difference to equity in earnings of an investee over 31 years, the weighted average remaining useful life of the real estate assets and intangible assets and liabilities owned by Sonesta as of the date of our acquisition. We recorded amortization of the basis difference of $ 65 in each of the three months ended March 31, 2025 and 2024. We recognized losses of $ 3,947 and $ 5,338 related to our investment in Sonesta for the three months ended March 31, 2025 and 2024, respectively. These amounts, which include amortization of the basis difference, are included in equity in losses of an investee in our condensed consolidated statements of comprehensive income (loss).
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
We recorded a liability of $ 42,000 for the fair value of our initial investment in Sonesta, as no cash consideration was exchanged related to the modification of our management agreement with, and investment in, Sonesta. This liability for our investment in Sonesta is included in accounts payable and other liabilities in our condensed consolidated balance sheets and is being amortized on a straight line basis through the initial term of the Sonesta agreement, January 31, 2037, as a reduction to hotel operating expenses in our condensed consolidated statements of comprehensive income (loss). We reduced hotel operating expenses by $ 621 for each of the three months ended March 31, 2025 and 2024 for amortization of this liability. As of March 31, 2025 and December 31, 2024, the unamortized balance of this liability was $ 29,374 and $ 29,995 , respectively.
During the three months ended March 31, 2024, we funded a capital contribution to Sonesta of $ 3,392 to support its growth initiatives, including its franchising efforts. We continue to maintain our 34 % ownership in Sonesta after giving effect to this contribution.
See Notes 6 and 11 for further information regarding our relationships, agreements and transactions with Sonesta.
Note 8. Indebtedness
Our principal debt obligations at March 31, 2025 were: (1) $ 50,000 of outstanding borrowings under our $ 650,000 revolving credit facility; (2) $ 4,075,000 aggregate outstanding principal amount of senior unsecured notes; (3) $ 1,000,000 aggregate outstanding principal amount of senior secured notes; (4) $ 606,122 aggregate outstanding principal amount of net lease mortgage notes; and (5) $ 45,000 of outstanding borrowings under our $ 45,000 variable funding note.
Revolving Credit Facility
Our $ 650,000 secured revolving credit facility is available for general business purposes, including acquisitions. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity and no principal repayments are due until maturity. Availability of borrowings under our credit agreement is subject to ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. The maturity date of our revolving credit facility is June 29, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, we have an option to further extend the stated maturity date of the facility by two additional six-month periods.
Interest payable on drawings under our revolving credit facility is based on the secured overnight financing rate, or SOFR, plus a margin ranging from 1.50 % to 3.00 % based on our leverage ratio, as defined in our credit agreement, which was 2.50 % as of March 31, 2025. We also pay unused commitment fees of 20 to 30 basis points per annum on the total amount of lending commitments under our revolving credit facility based on amounts outstanding. As of March 31, 2025 and 2024, the annual interest rate payable on borrowings under our revolving credit facility was 6.91 % and 7.84 %, respectively. The weighted average interest rate for borrowings under our revolving credit facility was 6.94 % for the three months ended March 31, 2025. We had no borrowings outstanding under our revolving credit facility for the three months ended March 31, 2024. As of both March 31, 2025 and May 2, 2025, we had $ 50,000 outstanding under our revolving credit facility and $ 600,000 available for borrowings.
As collateral for all loans and other obligations under our revolving credit facility, certain of our subsidiaries pledged all of their respective equity interests in certain of our direct and indirect property owning subsidiaries, and our pledged subsidiaries provided first mortgage liens on 67 properties, including 64 hotels and three net lease properties, with an aggregate undepreciated book value of $ 1,691,230 as of March 31, 2025. During the three months ended March 31, 2025, we sold two hotels that previously served as collateral under our revolving credit facility. In connection with the sales of these hotels, the hotels were released from the collateral pool in accordance with the terms of our revolving credit facility.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
In February 2025, we and our lenders amended the agreement governing our revolving credit facility to reduce the required debt service coverage ratio covenant from 1.50 times to 1.30 times effective with respect to the fourth quarter of 2024 and continuing through the end of the loan term. In order to exercise the first extension option, we are required to maintain a 1.50 times debt service coverage level as of and for the duration of the extension period. We also agreed to change the required collateral property debt yield to 10 % effective with respect to the first quarter of 2025 and continuing through the end of the loan term and to swap collateral properties as follows: 47 hotels with an aggregate of 7,981 keys and an aggregate undepreciated book value of $ 1,375,449 will be released from the collateral pool and 35 travel centers leased to TA, which travel centers we refer to as our TA No. 5 lease, with an aggregate undepreciated book value of $ 598,908 , will be added as collateral to our revolving credit facility. Of the hotels being released from the collateral pool, 36 hotels with an aggregate of 4,862 keys and an aggregate undepreciated book value of $ 655,514 are part of our hotel disposition plan. The corresponding equity pledges will be swapped as well. We expect to complete this collateral swap by the end of the second quarter of 2025.
Our debt agreements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes The RMR Group LLC, or RMR, ceasing to act as our business manager. Our debt agreements also contain covenants, including those that restrict our ability to incur debts or to make distributions under certain circumstances and generally require us to maintain certain financial ratios. Borrowings under our revolving credit facility are subject to meeting ongoing minimum performance and market values of the collateral properties, satisfying certain financial covenants and other credit facility conditions. We believe we were in compliance with the terms and conditions of our debt agreements as of March 31, 2025.
Net Lease Mortgage Notes
Our $ 610,200 in aggregate principal amount of net lease mortgage notes were issued on February 10, 2023 by our wholly owned, special purpose bankruptcy remote, indirect subsidiary, SVC ABS LLC, or the Issuer. The Issuer is a separate legal entity and is the sole owner of its assets and liabilities. The assets of the Issuer are not available to pay or otherwise satisfy obligations to the creditors of any owners or affiliates of the Issuer.
Our net lease mortgage notes are summarized below:
Note Class Principal Outstanding as of March 31, 2025
Coupon Rate Initial Term (in years) Maturity
Class A $ 301,823 5.15 % 5 February 2028
Class B 172,099 5.55 % 5 February 2028
Class C 132,200 6.70 % 5 February 2028
Total / weighted average $ 606,122 5.60 %
The Class A notes and the Class B notes require monthly principal repayments at an annualized rate of 0.50 % and 0.25 % of the balance outstanding, respectively, and the Class C notes require interest payments only, with balloon payments due at maturity. The notes mature in February 2028 and may be redeemed without penalty 24 months prior to the scheduled maturity date beginning in February 2026. The notes are non-recourse and, as of March 31, 2025, were secured by 315 net lease retail properties owned by the Issuer. As of March 31, 2025, the current leases relating to those properties required annual minimum rents of $ 67,001 and had an aggregate undepreciated book value of $ 760,165 .
On January 27, 2025, the Issuer issued a variable funding note, or the VFN, secured by the 315 net lease properties that secure our existing $ 606,122 of net lease mortgage notes. The VFN permits borrowings on a revolving basis up to $ 45,000 and the Issuer can borrow, repay and reborrow funds available until maturity. The maturity date of the VFN is January 27, 2027, and, subject to the payment of an extension fee and meeting certain other conditions, can be extended by one year at the Issuer’s option. The VFN requires interest payments only on drawings under the VFN based on SOFR plus a margin of 1.75 %, and an unused commitment fee of 50 basis points per annum paid on undrawn amounts. As of March 31, 2025, the annual interest rate payable on borrowings under the VFN was 6.16 %. The weighted average interest rate for borrowings under the VFN was 6.19 % for the three months ended March 31, 2025. As of March 31, 2025, $ 45,000 was outstanding under the VFN.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Note 9. Shareholders’ Equity
Share Awards
On March 26, 2025, in accordance with our Trustee compensation arrangements, we awarded 32,490 of our common shares, valued at $ 2.77 per common share, the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day, in connection with the appointment of one of our Managing Trustees as part of his annual compensation.
Share Purchases
During the three months ended March 31, 2025, we purchased 1,539 of our common shares, valued at $ 2.77 per common share, from a former employee of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. We withheld and purchased these common shares at their fair market value based upon the trading price of our common shares at the close of trading on Nasdaq, on the applicable purchase date.
Distributions
During the three months ended March 31, 2025, we declared and paid a regular quarterly distribution to common shareholders as follows:
Declaration Date Record Date Paid Date Dividend Per Common Share Total Distributions
January 16, 2025 January 27, 2025 February 20, 2025 $ 0.01 $ 1,666
On April 10, 2025, we declared a regular quarterly distribution to common shareholders of record as of April 22, 2025 of $ 0.01 per common share, or approximately $ 1,666 . We expect to pay this distribution on or about May 15, 2025.
Cumulative Other Comprehensive Income (Loss)
Cumulative other comprehensive income (loss) represents our share of the comprehensive income (loss) of Sonesta. See Notes 6, 7 and 11 for further information regarding this investment.
Note 10. Business and Property Management Agreements with RMR
We have no employees. The personnel and various services we require to operate our business are provided to us by RMR. We have two agreements with RMR to provide management services to us: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations of our net lease portfolio, the office building component of one of our hotels and major renovation or repositioning activities at our hotels that we may request RMR to manage from time to time.
We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR on our behalf. We are generally not responsible for payment of RMR’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR’s employees assigned to work exclusively or partly at our net lease properties and the office building component of one of our hotels, our share of the wages, benefits and other related costs of RMR’s centralized accounting personnel, our share of RMR’s costs for providing our internal audit function and as otherwise agreed. Our property level operating expenses are generally incorporated into rents charged to our tenants, including certain payroll and related costs incurred by RMR.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
For the three months ended March 31, 2025 and 2024, the business management fees, property management fees and construction supervision fees and expense reimbursements recognized in our condensed consolidated financial statements were as follows:
Financial Statement Three Months Ended March 31,
Line Item 2025 2024
Pursuant to business management agreement:
Net business management fees (1)
General and administrative
$ 6,930 $ 7,757
Pursuant to property management agreement:
Property management fees Net lease operating expenses $ 2,087 $ 1,484
Construction supervision fees Buildings, improvements and equipment (2)
657 1,696
$ 2,744 $ 3,180
Expense reimbursement:
Property level expenses Net lease operating expenses, general and administrative and buildings, improvements and equipment (2)
$ 1,195 $ 1,094
(1) The net business management fees we recognized for each of the three months ended March 31, 2025 and 2024 reflect a reduction of $ 896 for the amortization of the liability we recorded in connection with our former investment in The RMR Group Inc., or RMR Inc.
(2) Amounts capitalized as buildings, improvements and equipment are depreciated over the estimated useful lives of the related assets.
Based on our common share total return, as defined in our business management agreement, as of March 31, 2025, no incentive fees are included in the net business management fees we recognized for the three months ended March 31, 2025. The actual amount of annual incentive fees for 2025, 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, 2025, and will be payable in January 2026. We did not incur an incentive fee payable to RMR for the year ended December 31, 2024.
In January 2025, in connection with a $ 100,000 credit agreement and related security agreement entered into by RMR and certain of its subsidiaries with Citibank, N.A., or Citibank, and the other lenders party thereto, we consented to the pledge and assignment of RMR’s interest in our management agreements under the security agreement. Pursuant to the consent, we agreed, among other things, that upon notice that an event of default under the RMR credit agreement has occurred and is continuing, we will continue to make all payments under our management agreements in accordance with the instructions of Citibank, and that if there is an event of default by RMR under our management agreements that would allow us to terminate or suspend our obligations, we will not terminate or suspend without notice to Citibank and provide Citibank 30 days to cure the default on RMR’s behalf. The consent was approved by our Independent Trustees.
Note 11. Related Person Transactions
We have relationships and historical and continuing transactions with Sonesta, RMR, RMR Inc., and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. Christopher Bilotto, our other Managing Trustee and our President and Chief Executive Officer since March 2025, also serves as an officer and employee of RMR. John Murray, our former Managing Trustee and President and Chief Executive Officer, also serves as an officer and employee of RMR and as president and chief executive officer of Sonesta. In addition, each of our other officers serves as an officer of RMR. Some of our Independent Trustees also serve as independent trustees of other public companies to which RMR or its subsidiaries provide management services. Mr. Portnoy serves as chair of the boards and as a managing trustee of these public companies. Other officers of RMR, including certain of our officers, serve as managing trustees or officers of certain of these companies.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Our Manager, RMR
We have two agreements with RMR to provide management services to us. See Note 10 for further information regarding our management agreements with RMR.
Sonesta
Sonesta is a private company of which Adam Portnoy, one of our Managing Trustees, is a director and the controlling shareholder. One of Sonesta’s other directors and president and chief executive officer was our other Managing Trustee until March 2025, and Sonesta’s other director serves as one of RMR Inc.’s managing directors, as RMR’s and RMR Inc.’s executive vice president, general counsel and secretary and as our Secretary. Certain other officers and employees of Sonesta are former officers and employees of RMR. RMR also provides certain services to Sonesta. As of March 31, 2025, we owned 34 % of Sonesta’s outstanding shares of common stock and Sonesta managed 177 of our hotels. See Notes 6 and 7 for further information regarding our relationships, agreements and transactions with Sonesta.
For further information about these and certain other such relationships and certain other related person transactions, refer to our 2024 Annual Report.
Note 12. Income Taxes
We have elected to be taxed as a REIT under the United States Internal Revenue Code of 1986, as amended, or the IRC, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We are subject to income tax in Canada, Puerto Rico and certain states despite our qualification for taxation as a REIT. Further, we lease our managed hotels to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated tax return and are subject to federal, state and foreign income taxes. Our consolidated income tax provision (or benefit) includes the income tax provision (or benefit) related to the operations of our TRSs and certain state and foreign income taxes incurred by us despite our qualification for taxation as a REIT.
During the three months ended March 31, 2025, we recognized income tax expense of $ 843 , which includes $ 353 of state tax expense and $ 490 of foreign tax expense. During the three months ended March 31, 2024, we recognized income tax expense of $ 1,007 , which includes $ 621 of state tax expense and $ 386 of foreign tax expense.
Note 13. Segment Information
Our operating segments are based on our internal reporting structure and property type and are aligned with how our Chief Operating Decision Maker, or CODM, reviews the operating results to allocate resources and assess segment performance. The CODM is our President and Chief Executive Officer. Our two reportable segments are hotel investments and net lease investments. Our hotel investments segment consists of hotels managed by subsidiaries of Sonesta, Hyatt, Radisson and IHG. Our net lease investments segment consists of service-focused retail net lease properties, including travel centers leased to TA, our largest tenant.
The significant expense categories and amounts presented below align with the segment-level information that is regularly provided to our CODM. Our CODM reviews operating and financial results, including net income (loss) and its components, to allocate resources and assess segment performance. The accounting policies of our reportable segments are the same as those described in Note 2 to our consolidated financial statements included in our 2024 Annual Report. The tables below present information about our segments.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Three Months Ended March 31, 2025
Hotels Net Lease Total
Revenues:
Hotel operating revenues $ 334,963 $ — $ 334,963
Rental income — 100,216 100,216
Total revenues 334,963 100,216 435,179
Less (plus):
Labor and benefits (1)
138,689 841 139,530
Management fees 12,485 2,087 14,572
Real estate taxes and insurance 29,613 788 30,401
Other operating expenses (2)
125,053 1,912 126,965
Depreciation and amortization 53,743 35,357 89,100
Interest expense — 12,126 12,126
Other segment items (3)
36,698 ( 490 ) 36,208
Segment (loss) profit ( 61,318 ) 47,595 ( 13,723 )
Reconciliation of segment profit or loss:
General and administrative ( 9,556 )
Transaction costs ( 29 )
Interest income 1,054
Interest expense ( 89,391 )
Income tax expense ( 843 )
Equity in losses of an investee ( 3,947 )
Net loss $ ( 116,435 )
(1) Labor and benefits for our net lease investments segment include property level expense reimbursements as discussed in Note 10.
(2) Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs incurred in connection with the operation of our properties.
(3) Other segment items for each reportable segment include transaction related costs, gains and losses on asset impairment and sale of real estate and interest income, as applicable.
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SERVICE PROPERTIES TRUST
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Three Months Ended March 31, 2024
Hotels Net Lease Total
Revenues:
Hotel operating revenues $ 336,236 $ — $ 336,236
Rental income — 100,014 100,014
Total revenues 336,236 100,014 436,250
Less (plus):
Labor and benefits (1)
135,998 1,011 137,009
Management fees 12,295 1,484 13,779
Real estate taxes and insurance 33,511 690 34,201
Other operating expenses (2)
123,282 1,538 124,820
Depreciation and amortization 55,086 38,021 93,107
Interest expense — 11,517 11,517
Other segment items (3)
773 4,473 5,246
Segment (loss) profit ( 24,709 ) 41,280 16,571
Reconciliation of segment profit or loss:
General and administrative ( 10,506 )
Interest income 1,794
Interest expense ( 79,897 )
Income tax expense ( 1,007 )
Equity in losses of an investee ( 5,338 )
Net loss $ ( 78,383 )
(1) Labor and benefits for our net lease investments segment include property level expense reimbursements as discussed in Note 10.
(2) Other operating expenses for each reportable segment include expenses such as repairs and maintenance, utilities and other costs incurred in connection with the operation of our properties.
(3) Other segment items for each reportable segment include gains and losses on asset impairment and sale of real estate and interest income, as applicable.
As of March 31, 2025
As of December 31, 2024
Assets:
Hotels $ 3,849,611 $ 3,897,132
Net Lease 2,911,420 2,942,585
Corporate 215,048 279,841
Total assets $ 6,976,079 $ 7,119,558
Three Months Ended March 31,
2025 2024
Capital expenditures:
Hotels $ 45,121 $ 68,340
Net Lease 748 442
Total capital expenditures $ 45,869 $ 68,782
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(dollars in thousands, except per share amounts)
(unaudited)
Note 14. Fair Value of Assets and Liabilities
The table below presents certain of our assets carried at fair value at March 31, 2025, categorized by the level of inputs, as defined in the fair value hierarchy under GAAP, used in the valuation of each asset.
Fair Value at Reporting Date Using
Description Total Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3)
Non-recurring Fair Value Measurement Assets:
Assets of properties held for sale (1)
$ 124,400 $ — $ 124,400 $ —
(1) We recorded impairment charges totaling $ 37,067 during the three months ended March 31, 2025, to reduce the carrying value of 16 hotels in our condensed consolidated balance sheet to their estimated fair value, less estimated costs to sell of $ 2,633 , based on negotiated sales prices with third party buyers (Level 2 inputs as defined in the fair value hierarchy under GAAP).
In addition to the assets included in the table above, our financial instruments include our cash and cash equivalents, restricted cash, rents receivable, revolving credit facility, VFN, net lease mortgage notes, senior notes and security deposits. At March 31, 2025 and December 31, 2024, the fair values of these financial instruments approximated their carrying values in our condensed consolidated balance sheets due to their short-term nature or floating interest rates, except as follows:
March 31, 2025 December 31, 2024
Carrying Value (1)
Fair Value Carrying Value (1)
Fair Value
Senior Unsecured Notes, due 2026 at 5.25 %
$ 349,012 $ 347,673 $ 348,730 $ 339,889
Senior Unsecured Notes, due 2026 at 4.75 %
449,110 440,987 448,957 425,237
Senior Unsecured Notes, due 2027 at 4.95 %
398,617 388,760 398,428 373,796
Senior Guaranteed Unsecured Notes, due 2027 at 5.50 %
447,040 434,066 446,758 420,809
Net Lease Mortgage Notes, due 2028 at 5.60 %
570,760 593,678 568,283 585,236
Senior Unsecured Notes, due 2028 at 3.95 %
396,792 362,592 396,505 335,056
Senior Guaranteed Unsecured Notes, due 2029 at 8.375 %
683,886 699,692 682,934 676,725
Senior Unsecured Notes, due 2029 at 4.95 %
421,466 350,961 421,269 338,071
Senior Unsecured Notes, due 2030 at 4.375 %
394,473 308,884 394,189 301,752
Senior Secured Notes, due 2031 at 8.625 %
973,088 1,054,910 972,073 1,040,590
Senior Guaranteed Unsecured Notes, due 2032 at 8.875 %
483,158 494,810 482,577 462,755
Total financial liabilities $ 5,567,402 $ 5,477,013 $ 5,560,703 $ 5,299,916
(1) Carrying value includes unamortized discounts, premiums and certain debt issuance costs.
At March 31, 2025 and December 31, 2024, we estimated the fair values of our senior notes using an average of the bid and ask price of our then outstanding issuances of senior notes (Level 2 inputs). At March 31, 2025 and December 31, 2024, we estimated the fair value of our net lease mortgage notes using discounted cash flow analyses and current prevailing market rates as of the measurement dates (Level 3 inputs). As Level 3 inputs are unobservable, our estimated value may differ materially from the actual fair value.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.