Good morning, and welcome to the Service Properties Trust Fourth Quarter 2022 Earnings Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] I would now like to turn the conference over to Mr. Stephen Colbert, Director of Investor Relations. Please go ahead, sir.

Good morning. Joining me on today's call are Todd Hargreaves, President and Chief Investment Officer; and Brian Donley, Treasurer and Chief Financial 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'd 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, 2023. 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 as required by law. In addition, this call may contain non-GAAP financial measures, including normalized funds from operations, or normalized FFO, and adjusted EBITDAre. Reconciliations of these non-GAAP financial measures 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-K on file with the SEC and in our supplemental operating and financial data found on our website at www.svcreit.com. And with that, I'll turn the call over to Todd.

Thank you, Stephen, and good morning. Our fourth quarter results are highlighted by the ongoing improvement in our hotel portfolio, as comparable hotel RevPAR increased by 21.4% versus the prior year period, with ADR up 14.5% and occupancy increasing by 3.3 percentage points, leading to a 98.3% increase in comparable hotel EBITDA over the same period last year. The continued recovery of SVC's urban full-service and suburban select service hotels contributed to the improvement as travel maintained its pace of recovery, consistent with typical seasonality and business-related travel reflected more in-person engagements. Combined with the steady performance of our leisure and extended stay hotels, room rates again surpassed 2019 figures in the fourth quarter. Notably, our full-service portfolio RevPAR for the quarter increased by 31.1% from 2021 levels, largely driven through ADR increases in many of our leisure and urban hotels. Our hotels in Fort Lauderdale, Hilton Head, Chicago, Miami and Kauai led the strong performance of our full-service segment, which achieved aggregate ADR of $174.48 during the quarter, 14.5% above 2021 fourth quarter levels. While the overall performance of our select service portfolio remains behind our other service levels, we are encouraged that Q4 RevPAR of our scaled-down post-disposition portfolio of 45 Sonesta Select branded hotels improved 25% versus the same quarter last year, outpacing any other SVC-focused service brand and 8.7 percentage points above total nationwide industry growth. In terms of segmentation, group mix was 16.6% in the fourth quarter, up from 12% during the previous-year quarter and above 2019 levels of 14.5%. This increase was broadly attributable to increased demand for corporate, association and citywide group business, particularly in Philadelphia, New Orleans and Houston. Revenues as a percentage of total room revenue for the more costly OTA channels decreased from 30.8% in Q4 2021 to 26.4% in…

Thanks, Todd, and good morning. Starting with our consolidated financial results for the fourth quarter of 2022, normalized FFO was $73.3 million or $0.44 per share, a 162% increase over the prior-year quarter. Adjusted EBITDAre was $150.5 million for this quarter, a 26.5% increase over the prior-year quarter. The major drivers impacting normalized FFO over the prior-year quarter included: the improving performance of our hotel portfolio, which generated an additional $25.7 million of hotel EBITDA or a 90% increase over the prior-year quarter; a repayment of $500 million of senior notes in the second quarter and repaying the remaining balance on our revolving credit facility, which was fully drawn as of year-end 2021, resulted in a $14.6 million decline in interest expense. G&A expense declined $3.9 million over the prior year as a result of a $2.4 million decline in business management fees and a $1.5 million decrease in legal and other corporate expenses. Turning to the performance of our hotel portfolio. For our 236 comparable hotels this quarter, RevPAR increased 21.4%, gross operating profit margin percentage increased by 4.1 percentage points to 28.4%, and gross operating profit increased by $31.6 million from the prior-year period. Below the GOP line costs at our comparable hotels increased $4.4 million from the prior year as a result of increased management fees driven by higher revenues at our hotels and an increase in insurance costs. Our consolidated portfolio of 238 hotels generated hotel EBITDA of $54 million, resulting in a net margin of 15.4%. By service level, the increases were driven primarily by improvement in our 49 full-service hotels, which generated $26 million of hotel EBITDA during the quarter compared to just $2.7 million in the prior year quarter. Our 114 extended stay hotels remained steady, generating $21 million of hotel EBITDA during…

Thank you. We will now begin the question-and-answer session. [Operator Instructions] And the first question will come from Bryan Maher with B. Riley Securities. Please go ahead.

Thanks. Good morning, Todd and Brian. Just a couple for me. On the asset securitization that you just completed, can you share with us which types of assets you pledged on that? Was it hotels? Was it TAs? Was it net lease? How should we think about that? And going forward, if you use that same structure for your 2024s and your 2025s, do you tend to get a better rate on those depending upon which assets you pledge?

Thanks, Bryan, and good morning. I'll take that one. So, as far as the assets pledged, it was a mix and cross-section of the entire net lease segment, excluding travel centers, and there were no hotels in that deal. It was all single-tenant net lease properties with a significant concentration of quick-service restaurants, fitness centers, auto change, oil repair shops and that kind of thing. So, really a good cross-section of what we have in the portfolio. As far as going forward, our preference would still be to tap unsecured debt, but the ability to use securitization of the portfolio has been demonstrated and it's something we'll continue to compare and contrast based on market conditions and what we see in rates and spreads in the debt markets.

Okay. And in the past, I think maybe a year ago when you came off the first quarter, hotel margins, you provided a bit of an outlook for your expectations for the balance of 2022. Can you share with us what you're thinking about for hotel margins for 2023?

Yes. I mean, I think, in the prepared remarks, given the outlook for Q1, not for the full year, but we do expect improvement over 2022, and we'll see how the year plays out. But we still think we have room to make up based on the performance starting last year and the ramp-up that really didn't start until Q2 of last year. So, our focus is definitely on the bottom-line and improving margins. That's one of our primary goals this year is to continue to close the gap from where we were in '19 and get back to where we should be.

Thanks. And just two more for me. On the hotel dispositions, is that going to continue or are you starting to wind that down? And then, lastly, what are your usage thoughts for the $380 million you'll be getting in a few months?

Sure. Good morning, Bryan. I'll take the first part of the question. So, we are currently wrapping up the current dispositions. We are -- of the original 68 Sonesta branded hotels that we started to market for sale over a year ago now, we've sold 67 of the 68, and we expect the 68th to close this quarter, later this month. And the 68 Marriott branded hotels, we also expect those to be wrapped up this month. Those -- we're selling to the same buyer group, but we've agreed to close those in three phases. So, we closed the first seven last week, and the next two phases, we expect will close this month. There's no other hotels in the portfolio that we've identified for sale at this time, but that's something we can consider throughout 2023 as we look at our hotel portfolio and the performance overall, but nothing slated at the current time. And some of that too is just driven. It's a tough time to be selling any types of assets right now. So, it's probably not the right time to sell. But it's certainly an option for us down the road. And then, Brian, do you want to...

Yes. As far as the proceeds and cash we received from the BP deal, it's something we'll continue to discuss with the Board in the coming months. Obviously, we have significant debt maturities coming next year. But whether or not we deploy early or look to invest in opportunistic type investments that could be accretive remains to be seen, but we'll let that play out over the course of the next few quarters.

Okay. Thank you.

Thanks, Bryan.

[Operator Instructions] Our next question will come from Tyler Batory with Oppenheimer. Please go ahead.

Good morning. Thank you. First question, a follow-up on the guidance. If I'm doing my math right, it looks like 10% to 12% roughly net margin in terms of Q1, so did I do that math correctly? And just help us think about what margin in Q1 was like pre-pandemic kind of what you're expecting for operating expenses in Q1 in terms of growth year-over-year?

Hey, Tyler, good morning. Yes, so the math you've talked through is roughly correct. And we sort of expected January and early February to be weaker, given the seasonality in our portfolio, and it's definitely more so on the occupancy side than the rate side. We expect the portfolio to ramp up fairly quickly as we go into March into early spring. So, we'll see that sort of improve in the coming months. As far as expense pressures, I think we're seeing the same thing everybody is seeing with continued pressure on costs, whether it be labor, utilities and other operating costs. But yes, we're still -- from a margin standpoint, we're still lagging where we were in '19, but we expect that gap to close pretty quickly as we move through the later -- in the middle part of the year.

Okay. That's great. In terms of the Sonesta branded hotels, you gave some positive commentary, I thought, in the prepared remarks, but a little more perhaps in terms of brand awareness, RevPAR index, just kind of how Sonesta is doing in the marketplace vis-a-vis some of the other brands out there?

Sure. Good morning, Tyler. Thanks for the question. Yes, I think Sonesta is very focused on increasing the brand awareness, which is obviously critical. And you look back three, four years ago, Sonesta was only 60 hotels. And through the conversion of some of our owned hotels, the acquisition by Sonesta of the Red Lion franchise platform, the launching of the franchise platform for Sonesta branded hotels, their acquisition of four hotels in New York, they're one of the largest hotel brands in North America. So, it's certainly very critical for them to increase their brand awareness. In January, they did launch a multimillion-dollar digital marketing campaign. So, we expect to start to see the results from that shortly. And there are some other areas that we're tracking as well. There's a lot more business coming from the sonesta.com website, and that takes away the bookings from some of the more costly OTA channels. We're seeing an increase in their Travel Pass usage and the percentage of revenues that they get from their loyalty program. So, we are seeing the results. I think there's still a lot of room to go, which is a positive, but we are seeing all the right things happening. Their -- with RFPs, they're increasing their RFPs requested in RFP business. So, we are starting to see the results of their push on the brand awareness side. The second part of the question, Sonesta has shown the ability to compete on a number of the brands, the Royal Sonesta's Simply Suites, which is a relatively new brand, it's the mid-scale extended-stay brand, they're between 90% and 95% of where they were in 2019 from a RevPAR perspective. We're starting to see a lot of the pickup on the more urban full-service hotels as well. It's a similar commentary to last quarter and the previous quarter. It's the select service, the Sonesta Select brand, which is a new brand for them, where they still have the most room to grow. And I think the reason is kind of twofold. Business travel has not come back. But at the same time, I think Sonesta needs to improve upon their ability to take market share in that segment. So -- and again, they are -- I think I said in the prepared remarks, they've increased RevPAR 25% year-over-year. So, we are seeing the improvement. They still have ways to go, but that's the one brand that continues to be the focus where we don't think we're back to where we need to be yet, but we're optimistic there.

Okay. Great. Last one for me. The CapEx guide, $200 million to $250 million is right in line with what we were looking for. Just remind us what's maintenance assumed in that number? And then, kind of what exactly is some of the spending going to be allocated to this year?

Sure. Yes. So, the maintenance number for our portfolio is roughly $65 million to $75 million for the year. A big part of the spend in '23 will be to renovate our Hyatt portfolio. It's something we had originally slated for 2022 based on cost inflations and scheduling and scoping changes to try to control cost inflation, we pushed it off to '23. So, we're going to do that string of hotels, one Radisson hotel and then about a dozen Sonestas across a couple of different other brand segments for next year.

Okay, great. That's all from me. Thank you.

Thanks, Tyler.

Your next question will come from Dori Kesten with Wells Fargo. Please go ahead.

Thanks. Good morning. Is there anything in the BP amendment that deals with incremental CapEx for that portfolio?

Hey, Dori, good morning. So, in the historical leases, TA had the option to request SVC reimburse or buy the CapEx that they make at our sites in return for an 8.5% rent increase. That function -- the mechanics of that goes away under the amended agreements. BP has made it clear they're going to invest billions into these sites and they weren't looking to us to pay for that or increase their lease liability. So that feature is no longer part of the leases.

Okay. Sorry, just to be clear, so they're going to be paying for this, not you?

All CapEx at these travel centers will be funded by BP on their own balance sheet.

Okay. That's great. And then, I think you were addressing this a little bit in the prior question of the $65 million to $70 million maintenance CapEx. And for the hotels, you'll be spending $200 million to $250 million annually over the next several years, the majority of which, I think, is Sonesta. Can -- I guess, within the Sonesta properties, how much do you view as, I guess, defensive versus offensive over this three-year period? And I guess, what kind of returns would you expect for the more offensive? I just -- I want to make sure that we have the potential upside in our estimates.

Yes. I'd say, if you back off the $75 million, you're looking at $125 million to $150 million-ish of offensive capital. And we've said in prior commentary that we expect around an 8% return on those dollars.

Okay. And then, I know you're not acquiring right now, but I'm sure you're keeping a pulse on what's on the market for hotels and net lease. Can you just talk about cap rates that you're seeing and maybe just the quality and quantity of what is on the market right now?

Sure. Good morning, Dori. Yes, we are actively evaluating a number of opportunities. We don't have anything under agreement, but we are closely looking at selective assets. We've said in the past that now that we have exposure through Sonesta in New York City, there's a couple of other markets where we think we want to increase our exposure on the hotel side. So, Miami and Los Angeles, there's a number of opportunities that we're looking at. And then, on the net lease side, again, we continue to evaluate a number of opportunities, more kind of portfolio level deals, I think. And from a cap rate perspective, I think, especially over the last -- rates have moved out over the past several weeks. And I think cap rates overall have moved out. We're not seeing -- we've certainly seen a slowdown in overall transaction activity. It doesn't mean deals aren't on the market, but we've certainly seen a slowdown in deals getting done. On the hotel side, I think there's certain markets and certain types of properties. I think there's a lot of interest in both from owners as well as lenders, but there's a lot of deals out there that just are not transacting because the sellers are not getting their -- getting anywhere close to their ask. So, cap rates have certainly moved out in the hotel side and certainly have moved out on the net lease side as well. I mean, there are some properties that tend to -- some of the smaller granular properties go to the 1031 exchange, all cash buyers. I don't think you've seen those move out as much. But generally, I would say, cap rates on the net lease side have moved out maybe 75 basis points. And on the hotel side, I think cap rates have moved out as well. So, it's an interesting time because it's -- there are opportunities out there. So, if the right one presents itself, there's a chance you could see us transact.

Okay. Thank you.

Sure.

This concludes our question-and-answer session. I would like to turn the conference back over to Mr. Todd Hargreaves, President and Chief Investment Officer, for any closing remarks. Please go ahead, sir.

Thank you, and thank you, everyone, for joining today's call. We appreciate your continued interest in SVC. Thank you.

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