Good morning. Welcome to Service Properties Trust's Fourth Quarter 2020 Financial Results Conference Call. [Operator Instructions] Please note, this event is being recorded. At this time, for opening remarks and introductions, I would like to turn the call over to the Director of Investor Relations, Kristin Brown. 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 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, March 1, 2021. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in 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. Reconciliation of the 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 on our Form 10-K 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 statements. And with that, I'll turn the call over to John.

Thank you, Kristin, and good morning. Our fourth quarter operating results reflect the continuing negative impact of the COVID-19 pandemic on the economy and especially on lodging and certain service retail businesses as well as challenges specific to our SVC hotel portfolio. As previously disclosed, we successfully transitioned the branding and management of over 100 hotels to Sonesta during the quarter. The disruption driven by these transitions, coupled with the holiday seasonality and stricter government lockdowns, had a sharply negative impact on our hotel results in December that weighed on our overall results for the quarter. We also transitioned the branding and management of 78 Marriott hotels to Sonesta in February and expect to transition the branding and management of 10 additional hotels to Sonesta this month. In January, Hyatt provided notice of its intent to terminate our management agreement effective April 8, 2021. We are currently negotiating with Hyatt. However, if we are unable to negotiate a mutually agreeable path forward, we anticipate these 22 hotels will also transition to Sonesta at that time. For all of our recently transitioned hotels, we have entered short-term management agreements with Sonesta through December 31, 2021, to allow for a thorough review of the highest and best use of each hotel. As a reminder, SVC owns 34% of Sonesta and will benefit from Sonesta's growth, have greater flexibility with its Sonesta relationship to manage capital spending more closely and consider selling assets or repurposing some hotels to other uses. Also, SVC will retain more of the upside from the recovery of these hotels. With vaccinations ramping up, weekly COVID case numbers decreasing and lockdown starting to ease in many states, we believe the worst of the pandemic is behind us. While we expect additional disruption to our results from hotels transitioned to…

Thanks, John. As of December 31, 2020, we own 799 net lease service-oriented retail properties, including our travel centers, with 13.5 million square feet requiring annual minimum rents of $369.6 million. Representing 42.6% of our overall portfolio based on investment, our net lease assets were 98.7% leased by 177 tenants with a weighted average lease term of 10.9 years and operating under 127 brands in 22 distinct industries at quarter end. The aggregate coverage of our net lease portfolio's minimum rents was 2.14x on a trailing 12-month basis as of December 31, 2020. Rent collections from our retail net lease tenants were stable at 95.3% for the fourth quarter, up from a low of 80.5% for April 2020 and anchored by our largest tenant, TravelCenters of America, which represents 27.3% of our portfolio based on investment. We collected 89.3% of January rents from our tenants, a decline from previous months due to COVID-related temporary closures and capacity restrictions to some of our more geographically and industry-specific impacted tenants, including a casual dining operator in Southern California, a fitness center operator in the Pacific Northwest and some of our movie theaters, an industry which represents 46% of uncollected January rent. We continue to work with our tenants through lease modification and deferral arrangements, and preliminary rent collections in February improved to 93%, more in line with Q4 2020 figures. To date, we have entered into rent deferral agreements with 46 net lease retail tenants with leases requiring an aggregate of $46.4 million. We have deferred an aggregate of $12.1 million of rent from our net lease tenants net of previous deferrals granted and reclassified due to lease modifications or extensions. Monthly collections of previously deferred rents have averaged 82% in September. During the fourth quarter, we recorded reserves for uncollectible revenues…

Thanks, Todd. Starting with our consolidated financial results for the fourth quarter 2020, normalized FFO was negative $22.5 million or a loss of $0.14 per share and adjusted EBITDAre was $64.9 million. Our hotel portfolio generated negative $26.1 million of adjusted hotel EBITDA for the fourth quarter of 2020 compared to $106 million of hotel EBITDA in the prior year quarter and compared to being close to breakeven in the third quarter of 2020. For the month of October 2020, our hotel portfolio was cash flow positive, albeit just slightly breakeven -- above breakeven. The months of November, December produced steady declines in occupancy, which we believe are due to a resurgence in COVID cases, normal seasonality and specific to the month of December, our rebranding of over 100 hotels. Rental income from our leased properties declined [ $16.2 ] million year-over-year. $8.3 million of this decline relates to our net lease disposition activity, $4.5 million relates to reserves for uncollectable rents, primarily related to movie theater leases; and $2 million related to IHG, the follow-up of our previously leased hotel in San Juan. A $17.7 million decline in FF&E reserve income and a $9.4 million increase in interest expense were partially offset by a $4.7 million decline in G&A expense due to lower business management fees due to RMR also impacted our overall results this quarter. For our 302 comparable hotels this quarter, RevPAR decreased 59.2%, gross operating profit margin percentage decreased by 28 percentage points to 7.5% and gross operating profit decreased by approximately $145 million over the prior year period. Although the GOP line costs at our comparable hotels declined $9.7 million from the prior year, FF&E reserves, management fees, system and other costs that are tied to hotel revenues declined $21.2 million. These expense savings were…

Pardon me, it appears the speaker line has disconnected. We'll try and get them back on the line momentarily. Please hold on and thank you for your patience. Okay. Thank you, everybody. The presenters have reconnected. Please go ahead.

Thank you. As of today, we have approximately $950 million of cash after fully drawing down our $1 billion credit facility as a precautionary measure to preserve our liquidity. As previously disclosed, we expect to be out of compliance with one of the financial covenants under our debt agreements that will prohibit us from incurring additional debt until we are back in compliance, which we currently don't expect to occur until the first half of 2022. As a reminder, we secured waivers of all the existing financial covenants under our credit agreement through July 2022, but are still subject to the covenants under our bond indentures. Regarding our common dividend, we currently expect to maintain the current quarterly distribution rate of $0.01 per share through mid-2022, which we agreed to as a provision of our amended credit agreement. We currently believe we have adequate liquidity through 2022. Our next debt maturity is in August of 2022, and we will continue to assess and explore all of our options to ensure we are well positioned until this pandemic is behind us. Operator, that concludes our prepared remarks. We're ready to open up the line for questions.

[Operator Instructions] Our first question comes from Bryan Maher with B. Riley Securities.

A couple of questions. When you look back at the fourth quarter and the lodging results specifically, what was the bigger source of pain? Was it the conversion of the hotels to the Sonesta brand or was it the full-service urban hotels? And are you seeing any signs of positivity as you look to 2021 on the full-service urban?

Bryan, that's a good question. I mean the fourth quarter, there was definitely a significant impact from the transitioning of 100 hotels. We continue to see weakness. We still have a couple of full-service hotels that are closed. We are not seeing a big pickup yet in business travel. So the urban full-service hotels have had pretty weak occupancy levels. We did see after the Thanksgiving holiday and into the year-end holidays that a number of states and cities increased their restrictions and reduced the amount of occupancy that various businesses could have. So there were a lot of negative factors all coming together for what is always a weak quarter anyway. So as we look forward, we are seeing measurable, solid improvement in the hotel portfolio, both at the extended stay, select-service and full-service hotels. But it's most anemic for the full-service hotels because business travel still hasn't recovered as we've headed into the first quarter, and those are mostly urban locations. So we don't expect to see our full-service hotels experience material improvement until the back half of 2021 and really into 2022 and 2023.

Okay. And as you transition these hotels to the Sonesta brand, now that you have kind of a lot of them under your belt converted, what has typically been the conversion cost, whether it's signage or other costs that you have, to make them Sonesta's from the Marriott's and InterCon's?

Bryan, I'll take this one. It's Brian. So we had about $15 million of expenses run through the hotel ledgers for the quarter and a big portion of that relates to putting people out in the field for IT conversions and getting those systems set up as well as procuring supplies with the brand name audit and whatnot. The capital side of it will relate to permanent signage on the buildings and around the property and inside the hotel as well as the hardware for the technology side. So in the past, we've talked to people about roughly $300,000 per hotel. Half of that will run through the P&L and the rest of it will be capital.

Okay. And then after drawing down the $950-or-whatever million that you have now sitting in cash, I get it that you have things you need to worry about over the next year. But what would it take for you to see, whether it's sometime during 2021 or maybe early 2022, to start to return some of that cash and pay down the facility?

Yes. We're not prepared to pay down the facility until our covenant issues are behind us. So I mean I think we're looking at 2022 at the earliest.

The next question is from Tyler Batory with Janney Capital Markets.

I wanted to circle back to the Sonesta transition real quick, if I could. I know it's so early, but obviously, some disruption making those transitions, which is as expected. Any sense for the properties you converted in December, how much disruption there was in January, February relative to December? And any thoughts in terms of how long it might take for operations to return to normal, so to speak, at some of the properties that have already been transitioned?

Yes. It's a good question. It's a little bit difficult to get a specific measurement on that because of the separate COVID impacts and seasonality impacts. But I would say, on average, looking at our numbers, it seemed like there is -- prior to the transition, the outgoing brand shuts down their reservation system for dates past the conversion date. They -- you can't get a new GDS code for reservations for the new brand until the transition occurs because the same hotel can't be on the reservation system as 2 different numbers. So there's some technical complications to the transition process that result in occupancies dropping immediately after the transition. And it looks like RevPAR drops maybe around 1/4 to 1/3 from where it was pre-conversion and then it makes up about half of that in the following months. And it looks like we're trending to be within 3 months of the transition to be back where we were pretransition. So it's about a quarter of disruption.

Okay. That's helpful. And just to follow up strategically on asset sales on the hotel side of things. I'm interested more broadly that maybe the extended stay properties and certainly some of what you've transitioned to Sonesta, a number of those -- or all of those, I should say, have short-term contracts. So just interested what sort of factors you're looking at in terms of potential asset sales. And is it simply a price discussion what maybe could result in you getting more aggressive in terms of selling some assets in the portfolio? Just interested in what sort of factors you're considering there.

There's a variety of factors that we're considering. One of those factors is the extent of capital needs. Another, obviously, is the projected performance. Another is the market concentrations. We had some markets where we had a couple of Sonesta hotels, a couple of Marriott extended stay hotels, a couple of IHG extended stay hotels. Now if they are all Sonesta extended stay hotels, that may be too many in any given market. So I'd say those are the primary factors we're considering. I should add, we're also considering what other uses. In some markets, there's a shortage of affordable housing, and there may be attractive conversion opportunities to move from a hotel to a multifamily use. And so in select markets, we're evaluating that as well.

Okay. Okay. And then just last question for me. Brian, on the CapEx side of things, can you just remind us the spend in the fourth quarter and the split between maintenance versus renovation/rebranding? And then any commentary in terms of the future outlook for those items in 2021 would be helpful, too.

Sure. So about half of that number in Q4, I would say, was maintenance CapEx. We had some renovations we were finishing up with some of those costs spilled over. And I would say about $5 million to $10 million approximately was related to the conversion costs. A lot of those numbers will spill over into 2021. Yes, so I had put out a number in the prepared remarks for 2021 of approximately $192 million for the spend. I would say about $110 million of that is related to maintenance CapEx and the conversion costs with the remainder I would describe as discretionary related to renovation activities. We've got several large projects going on in Kauai as well as Chicago and some in California as well. But again, the maintenance piece of it is roughly $75 million to $80 million.

The next question is from Dori Kesten with Wells Fargo.

Can you tell us what the RevPAR index of the Sonesta brand was pre-conversion?

Sorry, Dori, could you say that again?

The RevPAR index of the Sonesta brand pre-conversion. So before all the InterCon and Marriotts came into it.

Yes. I don't have that handy. Do you?

Dori, we don't have the index numbers handy. We can follow up on that one.

Okay. And as you look through the hotels that you're -- that converted to Sonesta, do you have an internal asset sale goal for the year? And you mentioned that pricing would be pretty comparable to pre-pandemic levels. Is that, I guess -- in an aggregate, is that kind of in the 10x multiple range on 2019 numbers?

Yes. So we don't have a specific target that we're shooting for in terms of asset sales. And not every -- there may be hotels that don't get sold, but that get removed from the hotel base and get transitioned to other uses, as I mentioned, perhaps multifamily or other uses like that. But yes, I think the cap rates on select-service hotels that we sold during the year, we did better -- a little bit better than where the broker opinions of value were, those broker opinions of value that were done during the middle of 2019, and they reflect a -- the fact that the hotels needed capital. So taking into account the PIPs, the cap rates were around 10%.

Okay. And Brian, since we may not have a great look through on taxable income when it comes to 2022, is there a decent way do you think to get back into what a potential dividend payout could be, perhaps as simple as a percentage of FFO per share?

Yes. I think the way to look at it with the hotel losses that we've been building up, we probably won't have any taxable distribution requirement in the foreseeable future. When you compare it in the way we used to report coverage, if we're not over 1x and the hotels aren't making the returns, we're running taxable losses, is the way I look at it from a simplistic standpoint. Obviously, there's more tax nuances than that, but that's sort of the benchmark. If we're not earning sort of the full returns under our hotel contracts, there are taxable losses being incurred, generally speaking.

Okay. So looking out to '22, you may not be paying [ then ] based on that?

It's possible. It's really too early to tell for '22. But '21, I feel comfortable saying that.

[Operator Instructions] The next question is from Jim Sullivan with BTIG.

First question is on the CapEx. I know under the covenant waiver agreement, as you outlined in the release, and you've advised before, you have -- you can spend up to $250 million annually CapEx. And then it refers to an up to $50 million for certain other investments per year as defined in the agreement. Can you just remind us what other investments kind of qualify for that $50 million spend?

Jim, this is Brian. I'll take that one. Thanks for the question. Yes, we have various opportunities that come up every so often relating to the property surrounding our current properties that could help the operation or another example would be, if we have a ground leased property, we could buy out the ground lessor, so anything that really adds value to our existing portfolio. That carve-out really, not meant for new acquisitions. It's really just value-enhancing ancillary-type transactions for the existing portfolio.

Okay. And then in talking about the strategy, and I think, John, you touched on this in your prepared comments, the initial agreements with Sonesta are short term while the company considers what to do with the assets, ultimately, whether to convert them or sell them or what have you. And I just wonder if you can help us anticipate after that 1-year term and after you've gone through the portfolio and decided what to keep and presumably to continue to have managed by Sonesta. Can you just give us some indication as to whether it would be contemplated at that time that the agreement with Sonesta would be long term in line with kind of the agreements you previously had with Marriott and InterContinental? Or whether they would continue to have more flexibility than the prior agreements that were in place?

Yes. Jim, that's a good question. Our expectation is that around the end of this year, once we've -- sort of the dust has settled and we've decided what we're going to do with each of the hotels that the hotels that are going to remain within the Sonesta portfolio will be added to the long-term contracts similar to the Sonesta portfolio management agreement that existed before these transitions started. So it would be a long-term management agreement.

Okay. And would the -- would it have -- would those agreements have any additional flexibility versus the contracts that Marriott -- that you had with Marriott and InterContinental? Or would they otherwise be pretty similar? And what I'm thinking of is, and particularly given that the Sonesta brand is virtually an unproven brand, would there be the opportunity to -- for Service to cancel the contract in the event of nonperformance with the budget or what have you or underperforming versus an index or some other way to cancel the agreement for Service?

Yes. There is -- I didn't study the terms of the existing agreement before the call. I apologize. There are provisions if there are -- if there is poor performance, there are termination rights. And so there is some flexibility there. There's also the flexibility of Sonesta is an affiliate. And so I think by virtue of that, we have a little bit more flexibility in terms of the ability to work more collaboratively with them on whether we invest capital and what amounts get invested and whether we make decisions about individual hotels. And if they're not performing, whether we should be not just evaluating this year, what the highest and best use is, but on a regular basis, looking at the portfolio to see if we should be pruning weaker-performing hotels. And I think we have greater flexibility to do that just because we're affiliates than we would if we were in a situation between us and a Marriott or an IHG, for instance.

Okay. And then, John, again, you touched on the business travel exposure of the major brands and how that has impacted performance post-COVID. Early days, I know, with the Sonesta brand, but can you give us any indication as to Sonesta's mix of business and how it contrasts with, say, Marriott or IHG?

I think that across the board, what we've been seeing is leisure travel has been the driver regardless of the brand. During the pandemic, there's been a large amount of contract business from groups ranging from visiting nurse associations to people trying to quarantine, to National Guard, different groups that have been deployed to help in different locations as there have been surges and the like. So there's been a fair amount of that type of business that's been sort of COVID related in one way or another. And again, I think that we've seen that fairly consistent across the brands, possibly a little bit stronger for Sonesta because of their weighting towards extended stay hotels. Their mix of -- the legacy extended stay hotels within the Sonesta portfolio were weighted towards older campus style developments. And those were largely perceived as more safe than the more recent vintage of extended stay hotels that are in a single building because you could go directly to your room without even needing to go through a lobby or up a staircase or through an elevator. You could just go directly to your building. So Sonesta picked up market share during the pandemic, but that's the type of business it was. It was either pandemic related or leisure, very little business travel.

Okay. And then finally for me. Given that Service has a significant equity interest in Sonesta, and as the Sonesta brand becomes a much bigger business on its own right with the continued transition to the brand this quarter and perhaps later in the year, I wonder what you can tell us about the outlook for Sonesta in terms of profit or loss. Some indication, very broad brush, obviously, and it's very early days, I understand, but when would one anticipate that Sonesta could possibly breakeven or make the profit?

Yes. I think Sonesta is growing -- has grown and is growing quite rapidly. And I expect that there'll be cost and growing pains that they experience -- that they have experienced in the fourth quarter and will experience in the first half of 2021. But with pickup in leisure travel in the second and third quarters, and hopefully, the pickup in business travel as we get later in the year, we do expect currently that Sonesta may be slightly positive in net income for 2021. They are also awaiting the results of a shareholder vote that Sonesta has -- had signed a merger agreement with Red Lion Hotels that would get them into the franchising business. And I think that the combination of all these activities, Sonesta will be 1 of the 10 largest hotel operators and franchisors in the United States. And I think that, that franchise growth will also -- initially, it won't be a big contribution, but it will be a contribution, and we expect that, that will grow for Sonesta over time. And so we are expecting profitability going forward.

This concludes our question-and-answer session. I would like to turn the conference back over to John Murray for any closing remarks.

Thank you, everyone, for joining us today. We appreciate your interest. Thanks.

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