Good morning and welcome to Service Properties Trust Third Quarter 2020 Financial Results Conference Call. All participants will be in listen-only mode. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Kristin Brown, Director of Investor Relations. Please go ahead.

Good morning. Joining me on today’s call are John Murray, President; Brian Donley, Chief Financial Officer; and Todd Hargreaves, Chief Investment Officer. Today’s call includes a presentation by management, followed by a question-and-answer session with the analysts. Please note that the recording, retransmission and transcription of today’s conference call is prohibited without the prior written consent of SVC. I would like to point out that today’s conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based on SVC’s present beliefs and expectations as of today, November 9, 2020. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made on today’s conference call other than through filings with the Securities and Exchange Commission, or SEC. In addition, this call may contain non-GAAP financial measures, including normalized funds from operations, or normalized FFO and adjusted EBITDAre. Reconciliations of normalized FFO and adjusted EBITDAre to net income as well as components to calculate AFFO are available in our supplemental package found in the Investor Relations section of the company’s website. Actual results may differ materially from those projected in these forward-looking statements. Additional information concerning factors that could cause those differences is contained in our Form 10-Q to be filed later today with the SEC and in our supplemental, operating and financial data found on our website at www.svcreit.com. Investors are cautioned not to place undue reliance upon any forward-looking statement. And with that, I will turn the call over to John.

Thank you, Kristin and good morning. The COVID-19 pandemic and related lockdown with most of the United States has had a dramatically negative impact on our economy and has hit hotels, restaurants and other service retail businesses like theaters and fitness centers, particularly hard. We are confident that the most severe effects are behind us, as we have seen improvement albeit gradual across our portfolio since April when the impact was at its most acute. Against this backdrop of challenging circumstances and a gradual recovery, we continue to take the necessary steps to preserve capital and solidify our liquidity. As we announced last week, we amended our $1 billion revolving credit facility to ensure continued access to undrawn amounts and obtained waivers of all financial covenants through mid-July 2022, which Brian will discuss in more detail. As a reminder, in June, we raised new debt capital and largely addressed our 2021 debt maturities. Other steps we have taken to further reinforce our financial position include reducing our quarterly dividend, deferring non-essential capital spending, and moving forward with certain of our previously planned hotel sales, which Todd will discuss. As we were unable to reach mutually beneficial resolution with IHG or Marriott, we made the decision to terminate these agreements and transition management and branding these hotels to Sonesta. As a reminder, SVC owns 34% of Sonesta and will benefit from Sonesta’s growth as well as sharing more of the upside from the recovery of these hotels. We believe some of the new normals as we emerge from the pandemic will be greater focus on safety, service and travel experience. We also think videoconferencing technologies that people and businesses have utilized during the pandemic will have a longer lasting negative impact on business travel, which we believe will translate to less…

Thanks, John. As of September 30, 2020, we owned 804 net lease service-oriented retail properties, including our travel centers with $13.7 million square feet, requiring annual minimum rents of $369.8 million, which represented 38% of our total annual minimum returns and rents. The portfolio was 98% leased by 183 tenants with a weighted average lease term of 11 years, operating under 129 brands in 22 distinct industries. The aggregate coverage of our net lease portfolio’s minimum rents was 2.12 times on a trailing 12-month basis as of September 30, 2020. Rent coverage for our largest tenant, TravelCenters of America, was 1.81 times for the trailing 12 months ended September 30, 2020 versus 1.97 times for the prior year period, due to lower gross margins as a result of the pandemic and lower fuel prices. Representing 25.6% of our minimum rents and returns, TA is current on all of its lease obligations due to SEC. For our other net lease tenants, which represent 12.9% of our total minimum rents and returns, we collected 87.2% of rents during the third quarter, up from 59.3% during the second quarter. We collected 87.4% of October rents from these tenants. Most challenged industry in the net lease portfolio continues to be movie theaters, which represent 42% of uncollected October rent. Today, we have entered into rent deferral agreements, with 51 net lease retail tenants, with leases requiring an aggregate of $53.4 million, 5.6% of SVC’s total annual minimum rents and returns. We have deferred an aggregate of $13.4 million of rent to-date. Generally, these rent deferrals are for 1 to 4 months of rent and will be repaid by the tenants over a 12 to 24-month period. Repayment for a portion of these deferrals commenced in September 2020 and so far, we have collected 82%…

Thanks, Todd. Starting with our consolidated financial results, normalized FFO was $23.2 billion in the 2020 third quarter compared to $155.6 million in the prior year quarter, decrease of $0.81 per share. The decrease was due primarily to lower returns recognized under our IHG and Marriott agreements. As discussed last quarter, we fully utilized the Marriott guarantee and security deposit in the second quarter and utilized the remaining $9 million of security deposit under the IHG agreement in the third quarter of 2020. The minimum returns recognized under the IHG and Marriott agreements declined by $42 million and $35 million respectively compared to the prior year quarter. Third quarter operating losses under our Sonesta and Wyndham portfolios resulted in year-over-year declines at $22 million and $10.7 million respectively, a $19 million decline in FF&E reserve income and a $28 million increase in interest expense were partially offset by the $25 million positive impact from the SMTA transaction we closed in the end of the third quarter of 2019. G&A expense for the 2020 third quarter was $12.4 million roughly flat versus the prior quarter. Lower business management fees due to RMR in the 2020 quarter were offset by elevated legal and other public company costs over the 2019 period. Adjusted EBITDAre was $103.6 million in the 2020 third quarter or a 50.5% decline from the 2019 third quarter. Turning to operating results at our 314 comparable hotels this quarter, RevPAR decreased 56.6%, gross operating profit margin percentage decreased by 18.2 percentage points to 21.2%, and gross operating profit decreased by approximately $144 million over the prior year period. Below the GOP line, cost at our comparable hotels were down $28 million from the prior year as a result of lower FF&E reserve contributions, which are suspended for certain of our…

Thank you. [Operator Instructions] The first question comes from Bryan Maher from B. Riley FBR. Please go ahead.

Good morning guys and thank you for all that information. It’s super helpful. John, as it comes to this vaccine news this morning and everything rallying as it, first of all, have you received a call from Marriott [indiscernible] wanting to reverse their decisions? And secondly, is it going to slow your disposition thought process as the sector recovers?

Thanks, Bryan. So far, I have not received any calls from IHG and Marriott this morning. I think that this morning’s news is if it continues to pan out, it’s very favorable for the industry. And if everybody can get the vaccines and the boosters by the end of next year, the recovery should – in the hotel space should accelerate in 2022, which is I think really good news and sooner than a lot of people are expecting. So, that’s good. In terms of our disposition activity, the hotels that we have identified for sale has either were in weaker markets or for a variety of reasons were not well performing in a lot of cases and the pricing that we achieved matched up with opinions of value that we got from brokers before the pandemic hit. So, we feel like the pricing that we have got under the agreements that we have entered into are pretty reasonable regardless of the – there is a vaccine or not. So we are going to continue forward with those transactions. It may impact what we do with the remaining hotel portfolios as we examine the highest and best use once we transition some of the hotels to Sonesta.

Great. And we get a lot of questions on the transition of hotels to Sonesta. Can you give us some kind of background on what’s going on there with Sonesta getting ready to take on so many hotels and becoming a much, much bigger brand? Is it running kind of ahead of schedule, behind schedule, we noticed that Wyndham is going to continue to manage some hotels for a while, can you give us any color on how that transition process is going?

Sure. First of all, the Wyndham extension really has nothing to do with Sonesta. It’s a reflection of the timing of when our buyer would be ready to close. So, it just didn’t – it didn’t make sense to transition hotels from Wyndham to Sonesta to our buyers’ management company. So, Wyndham was willing to extend there. In terms of the Sonesta situation, they are taking on significant amount of growth with the transition of these hotels and they have been working hard to increase their staffing, they have – they are well on their way to creating a shared services platform of much larger scale that can accommodate the select-service hotels in the IHG portfolio and then subsequently in the Marriott portfolio. I think they are very close on agreeing to space to add that capability in most likely in the state of Florida. They have significantly enhanced already their management team on both the finance side as well as the operation side. They recently hired a new Chief Operating Officer. So, they are taking a lot of positive steps. And I would say that they are not behind. They are not ahead. They are I think about where we expected they would be. And we do expect that they will be ready to take these hotels on, basically 99 of the hotels are going to transition with IHG managing through November 30 and Sonesta taking over on December 1. The hotels in Toronto, 2 hotels there and the 1 hotel in San Juan will transition during December, little bit more complexity to those. Then there will be 9 hotels that – for Marriott that convert on the 15th and then the rest of the Marriott portfolio subsequently next year. So I think Sonesta is going to be ready.

Great. Thanks for that and good luck with everything.

Thank you.

The next question comes from Jim Sullivan from BTIG. Please go ahead.

Yes, thank you. John, I wonder if you could update us to the extent any decisions have been made, but at the time that the Marriott agreement was changed at the beginning of this year, the company had committed to invest upwards of $400 million into the assets in the portfolio and of course get increases in the [indiscernible] accordingly. And I think the number that I seem to recall is that something upwards of $80 million was going to be invested this year. And to the extent you can give us any updates on this, what is assumed in the conversations about CapEx and cash flow for ‘22 regarding the balance of the $400 million that was not invested. Is there a plan? I know that there is a cost to transition each asset from Marriott – from the Marriott brand and the Sonesta brand, but most of the money, of course, the $400 million was had nothing to do with that. So, maybe if you could just give us an update as to what kind of a CapEx number we should be assuming in a cash flow analysis out through ‘22 for the Sonesta management of those assets?

Yes. So, we had – I am going to let Brian tell you the exact amounts that we have spent in a moment, but when the pandemic hit, we are well on our way with planning for a number of renovations to not just the Marriott portfolio, but we had renovations that were ongoing in the IHG and Radisson and Hyatt portfolios. And when the pandemic hit, we restricted our CapEx focused on liquidity and maintaining the quality of our balance sheet. And so we finished and continued to spend on projects that were well underway, but we didn’t kick off to a great extent too many new projects. And I would say that or will remind you that the $400 million wasn’t – that wasn’t $400 million we are expecting to spend in 2020, it was $400 million roughly, that we are planning to spend over two to three year period. And so, we were not expecting it all to happen. We have continued on the planning. As part of that the amounts mentioned, on the renovation, we have been doing the design work for the Huawei Marriott, which will transition to Sonesta. And the renovation that was planned the design there is going to work well for the hotel. Regardless of the branding, really, it’s just a well done design concept. And so we have – I think on this past Friday gave the go ahead to order the FF&E for that renovation. So, it will take some time for that, between Chinese New Year and just the normal, the normal time it takes to for furniture, but we will be renovating that hotel in the second half of next year. And the rest of the portfolio we are going to look closely as we decide, we have – some of the extended stay-hotels may be repositioned or repurposed to multifamily use in some markets, that seems like it’s a higher and better use than hotels at this point. And so we won’t renovate those hotel standards if they are going to become apartments. The other hotel, we are going to evaluate whether we go forward for instance on the courtyards, if we go forward with the same facade renovation as had been planned, if those are to remain courtyards, and we may revisit whether we need to do 100% of the bathrooms, tub to shower conversions, or a smaller percentage initially. So there’s a number that varies the flexibility that we have as we move forward that we might not have otherwise.

Now just to add that the opening remarks I said approximately $50 million of CapEx for Q4, $30 million of that roughly is affected rebranding costs, as we look to move 100 plus hotels in December, we have been using about $300,000 per hotel, as is sort of the benchmark of changing signage and systems at each of these hotels as we move into Sonesta. The Marriott numbers year-to-date was roughly around 70, which I think you mentioned that, another 15 to 20, is expected in the fourth quarter. So we continue to operate under the agreements that we signed with Marriott. And then at some point in ‘21, when we move these over, we are going to reevaluate, as John mentioned, what projects will move forward and how we look at the hotels.

And one other question for me on Sonesta, the – you made reference to their shared services platform, and under the agreement, the management agreements with Marriott, Marriott, of course, is entitled to a significant amount of what people refer to as above property expenses some of them fixed, and others perhaps driven by the services that the Marriott brand provides. And I just want to give the difference in prominence of the brands, whether there is any scope for, material reduction, or any reduction, in fact, in that side of the cost, the operating costs for the hotels, if they transition to Sonesta?

Yes, I think that, initially, it is going to be a little bit choppy as, more than 200 hotels have transitioned. And so, but we are hopeful that once we have a steady state, and the shared services platform is operating, that it will be less costly from an operating expense perspective than what we’re experiencing today. But I can’t give you exact projections at this point. It’s too early.

And then in the prepared comments, there was discussion about the amounts of the security deposits and guarantees they were – that were used in the third quarter. And I just want to make sure I am clear on this, if you could confirm what the total amount is between Hyatt, Radisson and any other deposits or agreements that you still have how much that the combined total is for security deposits and guarantee at the end of Q3?

Q3, the Hyatt agreement guarantee is down to around $3 million and the Radisson is $19.5 million, so, roughly 22 total, from those two contracts.

Okay. And I think you had said that you expect the Radisson to be used based on current industry trends in the third quarter of next year – third quarter of ‘21 right?

That’s correct.

Okay, great. Thanks, guys.

Thank you.

The next question comes from Dori Kesten from Wells Fargo. Please go ahead.

Thanks guys. Good morning. Marriott had some comments on their call regarding the ROI of the assets as Sonesta’s versus Marriott’s, can you just give us a little bit detail on how you underwrote the portfolio under the two brand families?

Yes. I mean, I think I saw those comments and I don’t want to get into mudslinging, but the Marriott portfolio is a stable portfolio, large portfolio. The Sonesta portfolio had several key assets that were under renovation. And so the return calculations really that were discussed, really weren’t apples-to-apples. So, when we think about converting to these hotels to Sonesta, first of all, we think it’s in the interest of our shareholders not to do what’s good for IHG and Marriott and allow them to not pay us and just sit here and say, oh, well, shucks, we think it’s a lot better to try to take, take control of the situation and be proactive. And this is a very well diversified portfolio of hotels that are well maintained. If we take the hotels and convert them to Sonesta then as we move forward through the recovery, none of the cash flow that would otherwise in the waterfall go to replenish guarantees and security deposits will go back to Marriott or IHG those instead. And we won’t share in the upside 50-50 with the two of them. Instead, the cash flow as the recovery takes hold will go 80% to us. And so, we think that there is, that’s going to be a much better result for SVC’s earnings. And then as I mentioned that, I think that I have heard it from the finance team here how much savings have occurred at RMR as a result of less travel and entertainment and more videoconferencing and I think probably every finance and accounting team in corporate America and worldwide is looking for some of the silver linings in what’s been going on. And I think that there is going to be a lot of pressure to keep T&E expenses from increasing dramatically once the vaccines are out and available and people are trying to get back to normal. So, we don’t think that business travel is going to recover as quickly as some people maybe projecting. And we think that it’s that business traveler that has historically been after the rewards program points and that has driven the value in those programs. And we think that those programs are going to be of less value and less important post-pandemic than they have been historically. And so that and the increased scale that Sonesta will gain as a result of these re-brandings, we believe will position them to be much more competitive as they become a much more well-known brand. And so, we have done various models, we have done various projections, but we won’t really know until it plays out. So we will have to see but we are confident that’s going to be do as well for us as Marriott and IHG, who decided not to pay us at all, so.

Right. Do you have I mean the last few questions kind of got into this but do you have any initial thoughts of like, expenses per occupied room? Or I mean, we can all make assumptions on the top line of how we think that Sonesta can do versus Marriott? But I guess, is there anything that you can point out about Sonesta expense structure versus Marriott expense structure?

I think that because of the number of hotels that they are adding, and because of the new platform, they are creating that it’s a little too early to tell, but I think we will be able to give you a lot more color on that on our next call.

Okay. And can you walk through how you are thinking about equity issuance at this point holding ‘08/09 to decide historically you have closely match funded equity issuances with acquisitions? So I am just wondering if there’s a change in strategy or just what you are thinking about at this point?

Yes, I mean, at this point, Dori and we still believe the shares are undervalued, and we are not really thinking about equity at these levels. We think we have a good runway with liquidity. And we are going to keep managing the balance sheet, the way we have been, and still things improve, and we will keep evaluating and keep all our options open. But equities, even despite today’s pop in the market and the industry, that’s not something that’s going to sway us at this point.

Okay. And just one last question, when you are talking about keeping the Marriott hotels in the separate management agreement as you reassess, what’s going on their potential sales? Is there a new number we should have in our heads or is it too early for some initial sales expectations? I think that the last number that we had kind of floating around was about $300 million, but among portfolios.

Dori, hey, Dori, it’s Todd. So the hotels that were under agreement to sell is $200 million. We were talking about $300 million early on, but we have since decided not to sell about 14 of those. So I think that $200 million plus is a good number to use for now. As John mentioned earlier, as we are looking to transition all the IHG’s and Marriott’s to Sonesta, there’s likely going to be some other hotels that we identify for sale over the next year or so, there is going to be overlap in markets. We have Sonesta already. And there is going to be some markets have a Sonesta and IHG and Marriott. So we are likely to identify a number of hotels out of the 200 that we are transitioning over the next year. So there is likely going to be some sales coming out in the next 12 months that we always identify.

Okay, thank you.

Okay.

We have a follow-up question from Jim Sullivan from BTIG. Please go ahead.

John, just on the topic or subject of potential sources of liquidity other than obviously, raising equity at current market prices. I am just curious to what extent the company would consider selling any of the TravelCenters assets. Obviously, that part of the portfolio has performed the best here. Cap rates on kind of freestanding or net leased assets have been pretty strong, some tremendous amount of activity, both in public buyers as well as private equity. And I just wonder to what extent the company might consider perhaps selling more of the TravelCenters assets?

That’s a good question, Jim. I – the short answer is that, when we are not currently thinking about selling out any more of the TravelCenters, we sold some of the – as part of a sort of a restructuring, we sold some of the less well-performing TravelCenters back to TA last year. We are not currently contemplating transactions like that, but we are keeping all of our options open. And a year ago, we actually tried to raise some debt capital. And the collateral for the transaction was going to be some of the TravelCenters and there really was no interest in such a transaction. And last week, we announced that we are providing security for our revolving credit facility and the only assets that the banks were deemed interested in was a TA asset. So, the world in a year, as everybody knows has kind of turned on its head. So, we are watching all the assets in our portfolio closely and evaluating the markets and opportunities without sort of crossing anything off the list, but we are not working – at the current time we are not working on or thinking about any TA sales.

Okay, great. Thanks.

There are no more questions in the queue. This concludes our question-and-answer session. I would like to turn the conference back over to John Murray, CEO for any closing remarks.

Thank you very much for joining us today. We look forward to maybe catching up with some of you at Virtual NAREIT. Take care.

The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.