SVC Service Properties Trust

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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, 2024, we owned, directly and through our subsidiaries, 220 hotels and 749 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, 2023, or our 2023 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period have been included. These condensed consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are 100% owned directly or indirectly by us. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods and those of our managers and tenants are not necessarily indicative of the results that may be expected for the full year.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our condensed consolidated financial statements include the allowance for credit losses, purchase price allocations, useful lives of fixed assets 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 $159,964 and $142,789 as of March 31, 2024 and December 31, 2023, respectively, and consist primarily of our TRSs’ investment in Sonesta Holdco Corporation’s, or Sonesta’s, common stock and amounts due from and working capital advances to certain of our hotel managers. The liabilities of our TRSs were $99,706 and $81,262 as of March 31, 2024 and December 31, 2023, 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

On November 27, 2023, the FASB issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU No. 2023-07, which requires public entities to: (i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the Chief Operating Decision Maker, or the CODM, and included in each reported measure of segment profit or loss; (ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting, or ASC 280, in interim periods; and (iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. The amendments in ASU No. 2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU No. 2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-07 will have on our consolidated financial statements and disclosures.

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On December 14, 2023, the FASB issued 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 consolidated financial statements and disclosures.

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 $5,768 and reduced rental income by $2,448 for the three months ended March 31, 2024 and 2023, respectively, to record scheduled rent changes under certain of our leases on a straight line basis. Other assets, net, includes $64,151 and $56,833 of straight line rent receivables at March 31, 2024 and December 31, 2023, 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 $544 and $343 for the three months ended March 31, 2024 and 2023, respectively. We did not have any deferred estimated percentage rent for the three months ended March 31, 2024. We had deferred estimated percentage rent of $2,385 for the three months ended March 31, 2023. See Note 6 for further information on this deferred estimated percentage rent.

We own all the escrowed reserves established for the regular refurbishment of our hotels, or FF&E reserves. We do not report the FF&E reserves for our managed hotels as FF&E reserve income.

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 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,
						2024						2023
Numerators:
Net (loss) income						$	(78,383)					$	25,950
Income attributable to unvested participating securities						(122)						(117)
Net (loss) income used in calculating earnings per share						$	(78,505)					$	25,833
Denominators:
Weighted average common shares outstanding - basic and diluted						165,158						164,867
Net (loss) income per common share - basic and diluted						$	(0.48)					$	0.16

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Note 5. Real Estate Properties

As of March 31, 2024, we owned 220 hotels with an aggregate of 37,697 rooms or suites and 749 service-focused retail net lease properties with an aggregate of 13,384,219 square feet that are primarily subject to “triple net” leases, or net leases where the tenant is generally responsible for payment of operating expenses and capital expenditures of the property during the lease term. Our properties had an aggregate undepreciated carrying value of $9,825,433, including $10,296 related to properties classified as held for sale as of March 31, 2024.

We funded capital improvements to certain of our properties of $68,782 during the three months ended March 31, 2024.

Dispositions

During the three months ended March 31, 2024, we sold four properties for an aggregate sales price of $6,247, 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						Loss on Sale of Real Estate
Q1 2024						Hotel						1						84						$	3,315					$	(836)
Q1 2024						Net Lease						3						34,849						2,932						(2,127)
												4						84 / 34,849						$	6,247					$	(2,963)

As of March 31, 2024, we had 13 net lease properties with an aggregate of 142,329 square feet and an aggregate carrying value of $8,654 classified as held for sale. See Note 14 for further information on these properties.

As of May 3, 2024, we have entered into an agreement to sell one net lease property with 3,381 square feet for a sale price of $1,250, excluding closing costs. This pending sale is subject to conditions; accordingly, we cannot be sure that we will complete this sale, that this sale will not be delayed or that the terms will not change. We continue to market 12 net lease properties with an aggregate of 138,948 square feet for sale. We believe it is more likely than not that the sales of these properties will be completed within one year.

Note 6. Management Agreements and Leases

As of March 31, 2024, we owned 220 hotels included in four operating agreements and 749 service-focused retail properties net leased to 177 tenants. We do not operate any of our properties.

As of March 31, 2024, all 220 of our hotels were managed by subsidiaries of the following companies: Sonesta (195 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, 2024, we owned 749 service-focused retail net lease properties with 177 tenants, including 175 travel centers leased to TA, our largest tenant. Hereinafter, these companies are sometimes referred to as our managers and/or tenants, or collectively, operators.

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Hotel Agreements

Sonesta Agreement. As of March 31, 2024, Sonesta managed 40 of our full-service hotels, 111 of our extended stay hotels and 44 of our select service hotels pursuant to management agreements for all of the hotels, which we collectively refer to as our Sonesta agreement. The hotels Sonesta managed for us comprised approximately 50.0% 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 $27,375 and $30,237 during the three months ended March 31, 2024 and 2023, 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 $46,996 and $17,643 during the three months ended March 31, 2024 and 2023, respectively, which resulted in increases in our contractual annual owner’s priority returns of $2,820 and $1,059, respectively. Our annual priority return under our Sonesta agreement as of March 31, 2024 was $356,773. We owed Sonesta $5,215 and $13,300 for capital expenditures and other reimbursements at March 31, 2024 and December 31, 2023, respectively. Sonesta owed us $21,400 and $6,376 in owner’s priority returns and other amounts as of March 31, 2024 and December 31, 2023, 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 the three months ended March 31, 2024 or 2023.

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 $27,015 and $26,136 for the three months ended March 31, 2024 and 2023, 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 $400 and $207 for the three months ended March 31, 2024 and 2023, 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 each of March 31, 2024 and December 31, 2023, we had advanced $48,490 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 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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Hyatt Agreement. As of March 31, 2024, 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, 2024, we are to be paid an annual owner’s priority return of $16,769. Any returns we receive from Hyatt are currently limited to the hotels’ available cash flows, if any, after payment of operating expenses. Hyatt has provided us with a $30,000 limited guarantee for 75% of the aggregate annual owner’s priority returns due to us that will become effective upon substantial completion of planned renovations of the hotels, which we currently expect to occur in 2024. We realized a net operating loss of $1,108 during the three months ended March 31, 2024 and returns of $2,323 during the three months ended March 31, 2023 under our Hyatt agreement. In February 2024, we funded $2,300 of additional working capital to Hyatt. We may recover this amount in the future, if cash flows are sufficient to pay our owner’s priority return and other amounts in accordance with our Hyatt agreement. 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 aggregate increase in our contractual annual owner’s priority returns of $1,214. We did not incur capital expenditures for any of the hotels included in our Hyatt agreement during the three months ended March 31, 2023.

Radisson Agreement. As of March 31, 2024, 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 $10,883. 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 we currently expect to be completed by the end of the second quarter of 2024. We realized returns under our Radisson agreement of $1,451 and $1,565 during the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2024 and 2023, 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 $522 and $335, respectively, to record the guaranteed amount of the shortfalls due from Radisson. The available balance of the guaranty was $20,828 as of March 31, 2024. During the three months ended March 31, 2024 and 2023, we incurred capital expenditures of $286 and $2,375, respectively, for the hotels included in our Radisson agreement, which resulted in an aggregate increase in our contractual owner’s priority returns of $17 and $143, respectively.

Marriott Agreement. As of March 31, 2023, we had sold all 16 hotels previously managed by Marriott International, Inc., or Marriott. We realized a net operating loss of $2,762 during the three months ended March 31, 2023, under our management agreement with Marriott. We did not incur capital expenditures for any of the hotels included in our management agreement with Marriott during the three months ended March 31, 2023.

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 $1,593 and $763 during the three months ended March 31, 2024 and 2023, 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, 2024 and 2023, we incurred capital expenditures of $149 and $59, respectively, for the hotel included in our IHG agreement.

Net Lease Portfolio

As of March 31, 2024, we owned 749 service-focused retail net lease properties with an aggregate of 13,384,219 square feet with leases requiring annual minimum rents of $374,941 with a weighted (by annual minimum rents) average remaining lease term of 8.7 years. Our net lease properties were 97.3% occupied and leased by 177 tenants operating under 137 brands in 21 distinct industries.

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TA Leases. As of March 31, 2024, TA is our largest tenant, representing 28.6% 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 $254,000 as of March 31, 2024. 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. On February 28, 2024, TA acquired the leasehold interest of one of our travel centers from a third party landlord. The aggregate minimum rent due to us under our leases with TA for the remaining 175 travel centers was unchanged as a result of TA’s acquisition of this leasehold interest.

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. guarantees payment under each of the TA leases, limited to an aggregate cap which was $3,037,475 as of March 31, 2024.

We recognized rental income from our TA leases of $67,834 and $62,141 for the three months ended March 31, 2024 and 2023, respectively. Rental income was increased by $4,309 and reduced by $3,241 for the three months ended March 31, 2024 and 2023, respectively, to record the scheduled rent changes on a straight line basis. As of March 31, 2024 and December 31, 2023, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $25,459 and $19,816, respectively, included in other assets, net in our condensed consolidated balance sheets.

Until May 15, 2023, our TA leases required TA to pay us percentage rent based upon increases in certain sales. We recognized percentage rent due under our TA leases as rental income when all contingencies were met. We did not recognize any percentage rent during the three months ended March 31, 2023 under our TA leases. We had aggregate deferred percentage rent under our TA leases of $2,385 for the three months ended March 31, 2023.

For more information regarding our relationships with TA, including the TA Merger (as defined below), see Notes 7 and 11.

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 $32,180 and $32,272 for the three months ended March 31, 2024 and 2023, respectively, which included $1,459 and $793, 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 $665 and $3,540 for the three months ended March 31, 2024 and 2023, respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $4,101 and $3,436 as of March 31, 2024 and December 31, 2023, respectively, included in other assets, net in our condensed consolidated balance sheets.

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Note 7. Other Investments

Equity Method Investment

As of both March 31, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, our investment in Sonesta had a carrying value of $111,014 and $113,304, 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, 2024 and 2023. We recognized losses of $5,338 and $4,221 related to our investment in Sonesta for the three months ended March 31, 2024 and 2023, 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).

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, 2024 and 2023, for amortization of this liability. As of March 31, 2024 and December 31, 2023, the unamortized balance of this liability was $31,858 and $32,479, respectively.

During the three months ended March 31, 2024, we made a $3,392 pro rata capital contribution to Sonesta 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.

Investment in Equity Securities

Until May 15, 2023, we owned 1,184,797 shares, or approximately 7.8%, of TA common stock, which were reported at fair value based on quoted market prices (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of the end of the period, with changes in fair value recorded in earnings in our condensed consolidated statements of comprehensive income (loss). As of May 15, 2023, our historical cost basis for these shares was $24,418 and our carrying value for these shares was $101,893. On May 15, 2023, BP Products North America Inc. acquired TA pursuant to a merger, or the TA Merger, for $86.00 per share of TA common stock in cash. During the three months ended March 31, 2023, we recorded gains of $49,430 to adjust the carrying value of our former investment in shares of TA common stock to its fair value.

Note 8. Indebtedness

Our principal debt obligations at March 31, 2024 were: (1) $4,025,000 aggregate outstanding principal amount of senior unsecured notes; (2) $1,000,000 aggregate outstanding principal amount of senior secured notes; and (3) $608,079 aggregate outstanding principal amount of net lease mortgage notes. We had no amounts outstanding under our revolving credit facility as of March 31, 2024.

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. 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.

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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, 2024. As collateral for all loans and other obligations under the 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 69 properties, including 66 hotels and three net lease properties, with an aggregate undepreciated carrying value of $1,612,216 as of March 31, 2024. In addition, in order to maintain compliance with the minimum collateral property availability covenant as defined in the credit agreement, in February 2024, we added three hotels with an aggregate undepreciated carrying value of $115,039 as of March 31, 2024, as collateral under the agreement. 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, 2024 and 2023, the annual interest rate payable on borrowings under our revolving credit facility was 7.84% and 7.36%, respectively. We had no borrowings outstanding under our revolving credit facility for the three months ended March 31, 2024 or 2023.

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, 2024.

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, 2024						Coupon Rate						Initial Term (in years)						Maturity
Class A						$	303,348					5.15%						5						February 2028
Class B						172,531						5.55%						5						February 2028
Class C						132,200						6.70%						5						February 2028
Total / weighted average						$	608,079					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 are secured by 308 net lease retail properties owned by the Issuer. The current leases relating to those properties require annual minimum rents of $65,070 and had an aggregate undepreciated carrying value of $754,006 as of March 31, 2024.

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Note 9. Shareholders’ Equity

Share Purchases

During the three months ended March 31, 2024, we purchased an aggregate of 1,537 of our common shares, valued at a weighted average share price of $8.54 per common share, from certain former employees 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 values based upon the trading prices of our common shares at the close of trading on The Nasdaq Stock Market LLC, or Nasdaq, on the applicable purchase dates.

Distributions

During the three months ended March 31, 2024, we declared and paid regular quarterly distributions to common shareholders as follows:

Declaration Date

Record Date

Paid Date

Dividend Per Common Share

Total Distributions

January 11, 2024

January 22, 2024

February 15, 2024

$

0.20

$

33,154

On April 11, 2024, we declared a regular quarterly distribution to common shareholders of record as of April 22, 2024 of $0.20 per common share, or approximately $33,152. We expect to pay this amount on or about May 16, 2024 using cash on hand.

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.

Pursuant to our business management agreement with RMR, we recognized net business management fees of $7,757 and $8,385 for the three months ended March 31, 2024 and 2023, respectively. Based on our common share total return, as defined in our business management agreement, as of each of March 31, 2024 and 2023, no incentive fees are included in the net business management fees we recognized for the three months ended March 31, 2024 or 2023. The actual amount of annual incentive fees for 2024, 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, 2024, and will be payable in January 2025. We did not incur an incentive fee payable to RMR for the year ended December 31, 2023. We include business management fee amounts in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss).

Pursuant to our property management agreement with RMR, we recognized aggregate property management and construction supervision fees of $3,180 and $1,412 for the three months ended March 31, 2024 and 2023, respectively. Of those amounts, for the three months ended March 31, 2024 and 2023, $1,484 and $945, respectively, of property management fees were expensed to net lease operating expenses in our condensed consolidated statements of comprehensive income (loss) and $1,696 and $467, respectively, of construction and supervision fees were capitalized as building improvements in our condensed consolidated balance sheets. The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets.

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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 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. We reimbursed RMR $1,094 and $1,003 for these expenses and costs for the three months ended March 31, 2024 and 2023, respectively. We included these amounts in net lease operating expenses and general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income (loss).

Note 11. Related Person Transactions

We have relationships and historical and continuing transactions with TA, Sonesta, RMR, The RMR Group, Inc., or RMR Inc., and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. As of the effective time of the TA Merger on May 15, 2023, TA is no longer a related person to us. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. John G. Murray, our other Managing Trustee and our former 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.

RMR provides management services to us and, until the TA Merger, provided services to TA, and Mr. Portnoy, until the TA Merger, also served as the chair of the board of directors and as a managing director of TA and, as of immediately prior to the TA Merger, beneficially owned 661,506 shares of TA common stock (including through RMR), representing approximately 4.4% of TA’s outstanding shares of common stock.

See Notes 6 and 7 for further information regarding our relationships, agreements and transactions with TA.

Sonesta. Sonesta is a private company. Mr. Portnoy is the largest owner and controlling shareholder and a director of Sonesta. Mr. Murray is a director of Sonesta and is its president and chief executive officer, and he is an officer and employee of RMR. Sonesta’s other director serves as RMR’s and RMR Inc.’s executive vice president, general counsel and secretary, as a managing director of RMR Inc. and as our Secretary. RMR also provides certain services to Sonesta. As of March 31, 2024, we owned 34% of Sonesta’s outstanding shares of common stock and Sonesta managed 195 of our hotels. See Notes 6 and 7 for further information regarding our relationships, agreements and transactions with Sonesta.

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.

For further information about these and certain other such relationships and certain other related person transactions, refer to our 2023 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.

---

Note 13. Segment Information

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

						Three Months Ended March 31, 2024
						Hotels						Net Lease						Corporate						Consolidated
Revenues:
Hotel operating revenues						$	336,236					$	—					$	—					$	336,236
Rental income						—						100,014						—						100,014
Total revenues						336,236						100,014						—						436,250
Expenses:
Hotel operating expenses						305,086						—						—						305,086
Net lease operating expenses						—						4,723						—						4,723
Depreciation and amortization						55,086						38,021						—						93,107
General and administrative						—						—						10,506						10,506
Loss on asset impairment						—						2,451						—						2,451
Total expenses						360,172						45,195						10,506						415,873
Loss on sale of real estate, net						(836)						(2,127)						—						(2,963)
Interest income						63						105						1,794						1,962
Interest expense						—						(11,517)						(79,897)						(91,414)
(Loss) income before income tax expense and equity in losses of an investee						(24,709)						41,280						(88,609)						(72,038)
Income tax expense						—						—						(1,007)						(1,007)
Equity in losses of an investee						—						—						(5,338)						(5,338)
Net (loss) income						$	(24,709)					$	41,280					$	(94,954)					$	(78,383)
						As of March 31, 2024
						Hotels						Net Lease						Corporate						Consolidated
Total assets						$	3,971,296					$	3,046,807					$	213,416					$	7,231,519

---

						Three Months Ended March 31, 2023
						Hotels						Net Lease						Corporate						Consolidated
Revenues:
Hotel operating revenues						$	334,796					$	—					$	—					$	334,796
Rental income						—						94,413						—						94,413
Total revenues						334,796						94,413						—						429,209
Expenses:
Hotel operating expenses						299,566						—						—						299,566
Net lease operating expenses						—						3,905						—						3,905
Depreciation and amortization						53,385						46,654						—						100,039
General and administrative						—						—						10,911						10,911
Transaction related costs						—						—						887						887
Total expenses						352,951						50,559						11,798						415,308
Gain on sale of real estate, net						41,898						—						—						41,898
Gain on equity securities, net						—						—						49,430						49,430
Interest income						30						2						2,754						2,786
Interest expense						—						(6,322)						(75,258)						(81,580)
Loss on early extinguishment of debt						—						—						(44)						(44)
Income (loss) before income tax benefit and equity in losses of an investee						23,773						37,534						(34,916)						26,391
Income tax benefit						—						—						3,780						3,780
Equity in losses of an investee						—						—						(4,221)						(4,221)
Net income (loss)						$	23,773					$	37,534					$	(35,357)					$	25,950
						As of December 31, 2023
						Hotels						Net Lease						Corporate						Consolidated
Total assets						$	3,943,213					$	3,084,686					$	328,217					$	7,356,116

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Note 14. Fair Value of Assets and Liabilities

The table below presents certain of our assets carried at fair value at March 31, 2024, 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)						$	1,863					$	—					$	—					$	1,863

(1)We recorded a loss on asset impairment of $2,451 during the three months ended March 31, 2024, to reduce the carrying value of five net lease properties in our condensed consolidated balance sheet to their estimated fair value less costs to sell based on brokers’ opinion of values (Level 3 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, net lease mortgage notes, senior notes and security deposits. At March 31, 2024 and December 31, 2023, 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, 2024												December 31, 2023
						Carrying Value (1)						Fair Value						Carrying Value (1)						Fair Value
Senior Unsecured Notes, due 2025 at 4.50%						$	349,353					$	341,950					$	349,181					$	341,688
Senior Unsecured Notes, due 2025 at 7.50%						796,591						810,784						796,007						808,888
Senior Unsecured Notes, due 2026 at 5.25%						347,883						338,587						347,601						339,780
Senior Unsecured Notes, due 2026 at 4.75%						448,499						419,436						448,347						419,909
Senior Unsecured Notes, due 2027 at 4.95%						397,861						369,984						397,672						362,108
Senior Unsecured Notes, due 2027 at 5.50%						445,913						428,958						445,631						412,002
Net Lease Mortgage Notes, due 2028 at 5.60%						561,349						580,423						558,876						585,784
Senior Unsecured Notes, due 2028 at 3.95%						395,643						342,336						395,355						327,708
Senior Unsecured Notes, due 2029 at 4.95%						420,675						347,935						420,477						351,726
Senior Unsecured Notes, due 2030 at 4.375%						393,339						305,332						393,056						310,524
Senior Secured Notes, due 2031 at 8.625%						969,039						1,066,440						968,017						1,047,430
Total financial liabilities						$	5,526,145					$	5,352,165					$	5,520,220					$	5,307,547

(1)Carrying value includes unamortized discounts, premiums and certain debt issuance costs.

At March 31, 2024 and December 31, 2023, we estimated the fair values of our senior notes using an average of the bid and ask price of the notes (Level 2 inputs) as of the measurement dates. At March 31, 2024 and December 31, 2023, 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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v3.24.1.u1

Cover Page - shares	3 Months Ended
	Mar. 31, 2024	May 03, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	1-11527
Entity Registrant Name	SERVICE PROPERTIES TRUST
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	04-3262075
Entity Address, Address Line One	Two Newton Place
Entity Address, Address Line Two	255 Washington Street
Entity Address, Address Line Three	Suite 300
Entity Address, City or Town	Newton
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02458-1634
City Area Code	617
Local Phone Number	964-8389
Title of Each Class	Common Shares of Beneficial Interest
Trading Symbol	SVC
Name of each Exchange on which Registered	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		165,759,899
Entity Central Index Key	0000945394
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1

v3.24.1.u1

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024		Dec. 31, 2023
Real estate properties:
Land	$ 1,968,963		$ 1,972,145
Buildings, improvements and equipment	7,846,174		7,814,192
Total real estate properties, gross	9,815,137		9,786,337
Accumulated depreciation	(3,237,999)		(3,181,797)
Total real estate properties, net	6,577,138		6,604,540
Acquired real estate leases and other intangibles, net	124,573		130,622
Assets held for sale	8,700		10,500
Cash and cash equivalents	71,287		180,119
Restricted cash	16,039	[1]	17,711
Equity method investment	111,014		113,304
Due from related persons	21,400		6,376
Other assets, net	301,368		292,944
Total assets	7,231,519		7,356,116
LIABILITIES AND SHAREHOLDERS’ EQUITY
Revolving credit facility	0		0
Mortgage notes payable, net	561,349		558,876
Total liabilities	6,116,850		6,129,983
Commitments and contingencies
Shareholders’ equity:
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 165,768,058 and 165,769,595 shares issued and outstanding, respectively	1,658		1,658
Additional paid in capital	4,557,890		4,557,473
Cumulative other comprehensive income	1,974		2,318
Cumulative net income	2,392,117		2,470,500
Cumulative common distributions	(5,838,970)		(5,805,816)
Total shareholders’ equity	1,114,669		1,226,133
Total liabilities and shareholders’ equity	7,231,519		7,356,116
Senior Secured Notes
LIABILITIES AND SHAREHOLDERS’ EQUITY
Senior notes	969,039		968,017
Senior Unsecured Notes
LIABILITIES AND SHAREHOLDERS’ EQUITY
Senior notes	3,995,757		3,993,327
Nonrelated Party
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable and other liabilities	580,268		587,005
Related Party
LIABILITIES AND SHAREHOLDERS’ EQUITY
Accounts payable and other liabilities	$ 10,437		$ 22,758
[1] (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.

v3.24.1.u1

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Shareholders’ equity:
Common shares, par value (in dollars per share)	$ 0.01	$ 0.01
Common shares, shares authorized (in shares)	200,000,000	200,000,000
Common shares, shares issued (in shares)	165,768,058	165,769,595
Common shares, shares outstanding (in shares)	165,768,058	165,769,595

v3.24.1.u1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues:
Hotel operating revenues	$ 336,236	$ 334,796
Rental income	100,014	94,413
Total revenues	436,250	429,209
Expenses:
Hotel operating expenses	305,086	299,566
Net lease operating expenses	4,723	3,905
Depreciation and amortization	93,107	100,039
General and administrative	10,506	10,911
Transaction related costs	0	887
Loss on asset impairment	2,451	0
Total expenses	415,873	415,308
(Loss) gain on sale of real estate, net	(2,963)	41,898
Gain on equity securities, net	0	49,430
Interest income	1,962	2,786
Interest expense (including amortization of debt issuance costs, discounts and premiums of $7,226 and $5,232, respectively)	(91,414)	(81,580)
Loss on early extinguishment of debt	0	(44)
(Loss) income before income tax (expense) benefit and equity in losses of an investee	(72,038)	26,391
Income tax (expense) benefit	(1,007)	3,780
Equity in losses of an investee	(5,338)	(4,221)
Net (loss) income	(78,383)	25,950
Other comprehensive loss:
Equity interest in investee’s unrealized losses	(344)	(214)
Other comprehensive loss	(344)	(214)
Comprehensive (loss) income	$ (78,727)	$ 25,736
Weighted average common shares outstanding (basic) (in shares)	165,158	164,867
Weighted average common shares outstanding - diluted (in shares)	165,158	164,867
Net (loss) income per common share (basic) (in dollars per share)	$ (0.48)	$ 0.16
Net (loss) income per common share (diluted) (in dollars per share)	$ (0.48)	$ 0.16
Revenue from contract with customer, product and service, extensible enumeration	Hotel	Hotel
Cost, product and service, extensible enumeration	Hotel	Hotel

v3.24.1.u1

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Interest expense, amortization of debt issuance costs and debt discounts and premiums	$ 7,226	$ 5,232

v3.24.1.u1

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Shares	Cumulative Common Distributions	Additional Paid in Capital	Cumulative Net Income	Cumulative Other Comprehensive Income
Beginning balance (in shares) at Dec. 31, 2022		165,452,566
Beginning balance at Dec. 31, 2022	$ 1,388,792	$ 1,655	$ (5,673,386)	$ 4,554,861	$ 2,503,279	$ 2,383
Increase (Decrease) in Shareholders' Equity
Net (loss) income	25,950				25,950
Equity in unrealized (losses) gains of investees	(214)					(214)
Common share grants	514			514
Common share repurchases (in shares)		(4,971)
Common share repurchases	(46)			(46)
Common share forfeitures (in shares)		(1,600)
Common share forfeitures	(1)			(1)
Distributions	(33,090)		(33,090)
Ending balance (in shares) at Mar. 31, 2023		165,445,995
Ending balance at Mar. 31, 2023	1,381,905	$ 1,655	(5,706,476)	4,555,328	2,529,229	2,169
Beginning balance (in shares) at Dec. 31, 2023		165,769,595
Beginning balance at Dec. 31, 2023	1,226,133	$ 1,658	(5,805,816)	4,557,473	2,470,500	2,318
Increase (Decrease) in Shareholders' Equity
Net (loss) income	(78,383)				(78,383)
Equity in unrealized (losses) gains of investees	(344)					(344)
Common share grants	$ 430			430
Common share repurchases (in shares)	(1,537)	(1,537)
Common share repurchases	$ (13)			(13)
Distributions	(33,154)		(33,154)
Ending balance (in shares) at Mar. 31, 2024		165,768,058
Ending balance at Mar. 31, 2024	$ 1,114,669	$ 1,658	$ (5,838,970)	$ 4,557,890	$ 2,392,117	$ 1,974

v3.24.1.u1

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net (loss) income	$ (78,383)	$ 25,950
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	93,107	100,039
Net amortization of debt issuance costs, discounts and premiums as interest	7,226	5,232
Straight line rental income	(5,768)	2,448
Loss on early extinguishment of debt	0	44
Loss on asset impairment	2,451	0
Gains on equity securities, net	0	(49,430)
Equity in losses of an investee	5,338	4,221
Loss (gain) on sale of real estate, net	2,963	(41,898)
Other non-cash income expense, net	(925)	(781)
Changes in assets and liabilities:
Due from related persons	(15,024)	(16,889)
Other assets	(1,801)	4,254
Accounts payable and other liabilities	(6,077)	(18,492)
Due to related persons	(4,033)	(2,325)
Net cash (used in) provided by operating activities	(926)	12,373
Cash flows from investing activities:
Real estate improvements	(76,261)	(28,551)
Hotel managers’ purchases with restricted cash	(1,002)	(1,558)
Net proceeds from sale of real estate	5,826	144,361
Investment in Sonesta	(3,392)	0
Net cash (used in) provided by investing activities	(74,829)	114,252
Cash flows from financing activities:
Proceeds from mortgage notes payable, net of discounts	0	576,946
Repayment of mortgage notes payable	(489)	(163)
Repayment of senior unsecured notes	0	(500,000)
Payment of debt issuance costs	(1,093)	(19,856)
Repurchase of common shares	(13)	(46)
Distributions to common shareholders	(33,154)	(33,090)
Net cash (used in) provided by financing activities	(34,749)	23,791
(Decrease) increase in cash and cash equivalents and restricted cash	(110,504)	150,416
Cash and cash equivalents and restricted cash at beginning of period	197,830	45,420
Cash and cash equivalents and restricted cash at end of period	$ 87,326	$ 195,836

v3.24.1.u1

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - Supplemental Information - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023
Supplemental disclosure of cash and cash equivalents and restricted cash:
Cash and cash equivalents		$ 71,287	$ 180,616
Restricted cash	[1]	16,039	15,220
Total cash and cash equivalents and restricted cash		87,326	195,836
Supplemental cash flow information:
Cash paid for interest		82,664	91,614
Cash paid for income taxes		115	37
Non-cash investing activities:
Real estate improvements accrued, not paid		$ 39,705	$ 10,642
[1] (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.

v3.24.1.u1

Organization and Basis of Presentation	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	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, 2024, we owned, directly and through our subsidiaries, 220 hotels and 749 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, 2023, or our 2023 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period have been included. These condensed consolidated financial statements include our accounts and the accounts of our subsidiaries, all of which are 100% owned directly or indirectly by us. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods and those of our managers and tenants are not necessarily indicative of the results that may be expected for the full year. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our condensed consolidated financial statements include the allowance for credit losses, purchase price allocations, useful lives of fixed assets 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 $159,964 and $142,789 as of March 31, 2024 and December 31, 2023, respectively, and consist primarily of our TRSs’ investment in Sonesta Holdco Corporation’s, or Sonesta’s, common stock and amounts due from and working capital advances to certain of our hotel managers. The liabilities of our TRSs were $99,706 and $81,262 as of March 31, 2024 and December 31, 2023, 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.

v3.24.1.u1

Recent Accounting Pronouncements	3 Months Ended
	Mar. 31, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]
Recent Accounting Pronouncements	Note 2. Recent Accounting Pronouncements On November 27, 2023, the FASB issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU No. 2023-07, which requires public entities to: (i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the Chief Operating Decision Maker, or the CODM, and included in each reported measure of segment profit or loss; (ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting, or ASC 280, in interim periods; and (iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. The amendments in ASU No. 2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU No. 2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-07 will have on our consolidated financial statements and disclosures. On December 14, 2023, the FASB issued 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 consolidated financial statements and disclosures.

v3.24.1.u1

Revenue Recognition	3 Months Ended
	Mar. 31, 2024
Revenue from Contract with Customer [Abstract]
Revenue Recognition	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 $5,768 and reduced rental income by $2,448 for the three months ended March 31, 2024 and 2023, respectively, to record scheduled rent changes under certain of our leases on a straight line basis. Other assets, net, includes $64,151 and $56,833 of straight line rent receivables at March 31, 2024 and December 31, 2023, 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 $544 and $343 for the three months ended March 31, 2024 and 2023, respectively. We did not have any deferred estimated percentage rent for the three months ended March 31, 2024. We had deferred estimated percentage rent of $2,385 for the three months ended March 31, 2023. See Note 6 for further information on this deferred estimated percentage rent. We own all the escrowed reserves established for the regular refurbishment of our hotels, or FF&E reserves. We do not report the FF&E reserves for our managed hotels as FF&E reserve income.

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Per Common Share Amounts	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Per Common Share Amounts	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 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, 2024 2023 Numerators: Net (loss) income $ (78,383) $ 25,950  Income attributable to unvested participating securities (122) (117) Net (loss) income used in calculating earnings per share $ (78,505) $ 25,833  Denominators: Weighted average common shares outstanding - basic and diluted 165,158  164,867  Net (loss) income per common share - basic and diluted $ (0.48) $ 0.16

v3.24.1.u1

Real Estate Properties	3 Months Ended
	Mar. 31, 2024
Real Estate [Abstract]
Real Estate Properties	Note 5. Real Estate Properties As of March 31, 2024, we owned 220 hotels with an aggregate of 37,697 rooms or suites and 749 service-focused retail net lease properties with an aggregate of 13,384,219 square feet that are primarily subject to “triple net” leases, or net leases where the tenant is generally responsible for payment of operating expenses and capital expenditures of the property during the lease term. Our properties had an aggregate undepreciated carrying value of $9,825,433, including $10,296 related to properties classified as held for sale as of March 31, 2024. We funded capital improvements to certain of our properties of $68,782 during the three months ended March 31, 2024. Dispositions During the three months ended March 31, 2024, we sold four properties for an aggregate sales price of $6,247, 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 Loss on Sale of Real Estate Q1 2024 Hotel 1 84  $ 3,315  $ (836) Q1 2024 Net Lease 3 34,849  2,932  (2,127) 4 84 / 34,849 $ 6,247  $ (2,963) As of March 31, 2024, we had 13 net lease properties with an aggregate of 142,329 square feet and an aggregate carrying value of $8,654 classified as held for sale. See Note 14 for further information on these properties. As of May 3, 2024, we have entered into an agreement to sell one net lease property with 3,381 square feet for a sale price of $1,250, excluding closing costs. This pending sale is subject to conditions; accordingly, we cannot be sure that we will complete this sale, that this sale will not be delayed or that the terms will not change. We continue to market 12 net lease properties with an aggregate of 138,948 square feet for sale. We believe it is more likely than not that the sales of these properties will be completed within one year.

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Management Agreements and Leases	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Management Agreements and Leases	Note 6. Management Agreements and Leases As of March 31, 2024, we owned 220 hotels included in four operating agreements and 749 service-focused retail properties net leased to 177 tenants. We do not operate any of our properties. As of March 31, 2024, all 220 of our hotels were managed by subsidiaries of the following companies: Sonesta (195 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, 2024, we owned 749 service-focused retail net lease properties with 177 tenants, including 175 travel centers leased to 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, 2024, Sonesta managed 40 of our full-service hotels, 111 of our extended stay hotels and 44 of our select service hotels pursuant to management agreements for all of the hotels, which we collectively refer to as our Sonesta agreement. The hotels Sonesta managed for us comprised approximately 50.0% 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 $27,375 and $30,237 during the three months ended March 31, 2024 and 2023, 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 $46,996 and $17,643 during the three months ended March 31, 2024 and 2023, respectively, which resulted in increases in our contractual annual owner’s priority returns of $2,820 and $1,059, respectively. Our annual priority return under our Sonesta agreement as of March 31, 2024 was $356,773. We owed Sonesta $5,215 and $13,300 for capital expenditures and other reimbursements at March 31, 2024 and December 31, 2023, respectively. Sonesta owed us $21,400 and $6,376 in owner’s priority returns and other amounts as of March 31, 2024 and December 31, 2023, 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 the three months ended March 31, 2024 or 2023. 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 $27,015 and $26,136 for the three months ended March 31, 2024 and 2023, 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 $400 and $207 for the three months ended March 31, 2024 and 2023, 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 each of March 31, 2024 and December 31, 2023, we had advanced $48,490 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 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. Hyatt Agreement. As of March 31, 2024, 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, 2024, we are to be paid an annual owner’s priority return of $16,769. Any returns we receive from Hyatt are currently limited to the hotels’ available cash flows, if any, after payment of operating expenses. Hyatt has provided us with a $30,000 limited guarantee for 75% of the aggregate annual owner’s priority returns due to us that will become effective upon substantial completion of planned renovations of the hotels, which we currently expect to occur in 2024. We realized a net operating loss of $1,108 during the three months ended March 31, 2024 and returns of $2,323 during the three months ended March 31, 2023 under our Hyatt agreement. In February 2024, we funded $2,300 of additional working capital to Hyatt. We may recover this amount in the future, if cash flows are sufficient to pay our owner’s priority return and other amounts in accordance with our Hyatt agreement. 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 aggregate increase in our contractual annual owner’s priority returns of $1,214. We did not incur capital expenditures for any of the hotels included in our Hyatt agreement during the three months ended March 31, 2023. Radisson Agreement. As of March 31, 2024, 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 $10,883. 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 we currently expect to be completed by the end of the second quarter of 2024. We realized returns under our Radisson agreement of $1,451 and $1,565 during the three months ended March 31, 2024 and 2023, respectively. During the three months ended March 31, 2024 and 2023, 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 $522 and $335, respectively, to record the guaranteed amount of the shortfalls due from Radisson. The available balance of the guaranty was $20,828 as of March 31, 2024. During the three months ended March 31, 2024 and 2023, we incurred capital expenditures of $286 and $2,375, respectively, for the hotels included in our Radisson agreement, which resulted in an aggregate increase in our contractual owner’s priority returns of $17 and $143, respectively. Marriott Agreement. As of March 31, 2023, we had sold all 16 hotels previously managed by Marriott International, Inc., or Marriott. We realized a net operating loss of $2,762 during the three months ended March 31, 2023, under our management agreement with Marriott. We did not incur capital expenditures for any of the hotels included in our management agreement with Marriott during the three months ended March 31, 2023. 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 $1,593 and $763 during the three months ended March 31, 2024 and 2023, 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, 2024 and 2023, we incurred capital expenditures of $149 and $59, respectively, for the hotel included in our IHG agreement. Net Lease Portfolio As of March 31, 2024, we owned 749 service-focused retail net lease properties with an aggregate of 13,384,219 square feet with leases requiring annual minimum rents of $374,941 with a weighted (by annual minimum rents) average remaining lease term of 8.7 years. Our net lease properties were 97.3% occupied and leased by 177 tenants operating under 137 brands in 21 distinct industries. TA Leases. As of March 31, 2024, TA is our largest tenant, representing 28.6% 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 $254,000 as of March 31, 2024. 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. On February 28, 2024, TA acquired the leasehold interest of one of our travel centers from a third party landlord. The aggregate minimum rent due to us under our leases with TA for the remaining 175 travel centers was unchanged as a result of TA’s acquisition of this leasehold interest. 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. guarantees payment under each of the TA leases, limited to an aggregate cap which was $3,037,475 as of March 31, 2024. We recognized rental income from our TA leases of $67,834 and $62,141 for the three months ended March 31, 2024 and 2023, respectively. Rental income was increased by $4,309 and reduced by $3,241 for the three months ended March 31, 2024 and 2023, respectively, to record the scheduled rent changes on a straight line basis. As of March 31, 2024 and December 31, 2023, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of $25,459 and $19,816, respectively, included in other assets, net in our condensed consolidated balance sheets. Until May 15, 2023, our TA leases required TA to pay us percentage rent based upon increases in certain sales. We recognized percentage rent due under our TA leases as rental income when all contingencies were met. We did not recognize any percentage rent during the three months ended March 31, 2023 under our TA leases. We had aggregate deferred percentage rent under our TA leases of $2,385 for the three months ended March 31, 2023. For more information regarding our relationships with TA, including the TA Merger (as defined below), see Notes 7 and 11. 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 $32,180 and $32,272 for the three months ended March 31, 2024 and 2023, respectively, which included $1,459 and $793, 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 $665 and $3,540 for the three months ended March 31, 2024 and 2023, respectively, based on our assessment of the collectability of rents. We had reserves for uncollectable rents of $4,101 and $3,436 as of March 31, 2024 and December 31, 2023, respectively, included in other assets, net in our condensed consolidated balance sheets.

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Other Investments	3 Months Ended
	Mar. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]
Other Investments	Note 7. Other Investments Equity Method Investment As of both March 31, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, our investment in Sonesta had a carrying value of $111,014 and $113,304, 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, 2024 and 2023. We recognized losses of $5,338 and $4,221 related to our investment in Sonesta for the three months ended March 31, 2024 and 2023, 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). 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, 2024 and 2023, for amortization of this liability. As of March 31, 2024 and December 31, 2023, the unamortized balance of this liability was $31,858 and $32,479, respectively. During the three months ended March 31, 2024, we made a $3,392 pro rata capital contribution to Sonesta 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. Investment in Equity Securities Until May 15, 2023, we owned 1,184,797 shares, or approximately 7.8%, of TA common stock, which were reported at fair value based on quoted market prices (Level 1 inputs as defined in the fair value hierarchy under GAAP) as of the end of the period, with changes in fair value recorded in earnings in our condensed consolidated statements of comprehensive income (loss). As of May 15, 2023, our historical cost basis for these shares was $24,418 and our carrying value for these shares was $101,893. On May 15, 2023, BP Products North America Inc. acquired TA pursuant to a merger, or the TA Merger, for $86.00 per share of TA common stock in cash. During the three months ended March 31, 2023, we recorded gains of $49,430 to adjust the carrying value of our former investment in shares of TA common stock to its fair value.

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Indebtedness	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Indebtedness	Note 8. Indebtedness Our principal debt obligations at March 31, 2024 were: (1) $4,025,000 aggregate outstanding principal amount of senior unsecured notes; (2) $1,000,000 aggregate outstanding principal amount of senior secured notes; and (3) $608,079 aggregate outstanding principal amount of net lease mortgage notes. We had no amounts outstanding under our revolving credit facility as of March 31, 2024. 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. 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, 2024. As collateral for all loans and other obligations under the 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 69 properties, including 66 hotels and three net lease properties, with an aggregate undepreciated carrying value of $1,612,216 as of March 31, 2024. In addition, in order to maintain compliance with the minimum collateral property availability covenant as defined in the credit agreement, in February 2024, we added three hotels with an aggregate undepreciated carrying value of $115,039 as of March 31, 2024, as collateral under the agreement. 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, 2024 and 2023, the annual interest rate payable on borrowings under our revolving credit facility was 7.84% and 7.36%, respectively. We had no borrowings outstanding under our revolving credit facility for the three months ended March 31, 2024 or 2023. 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, 2024. 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, 2024 Coupon Rate Initial Term (in years) Maturity Class A $ 303,348  5.15% 5 February 2028 Class B 172,531  5.55% 5 February 2028 Class C 132,200  6.70% 5 February 2028 Total / weighted average $ 608,079  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 are secured by 308 net lease retail properties owned by the Issuer. The current leases relating to those properties require annual minimum rents of $65,070 and had an aggregate undepreciated carrying value of $754,006 as of March 31, 2024.

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Shareholders' Equity	3 Months Ended
	Mar. 31, 2024
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note 9. Shareholders’ Equity Share Purchases During the three months ended March 31, 2024, we purchased an aggregate of 1,537 of our common shares, valued at a weighted average share price of $8.54 per common share, from certain former employees 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 values based upon the trading prices of our common shares at the close of trading on The Nasdaq Stock Market LLC, or Nasdaq, on the applicable purchase dates. Distributions During the three months ended March 31, 2024, we declared and paid regular quarterly distributions to common shareholders as follows: Declaration Date Record Date Paid Date Dividend Per Common Share Total Distributions January 11, 2024 January 22, 2024 February 15, 2024 $ 0.20  $ 33,154  On April 11, 2024, we declared a regular quarterly distribution to common shareholders of record as of April 22, 2024 of $0.20 per common share, or approximately $33,152. We expect to pay this amount on or about May 16, 2024 using cash on hand.

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Business and Property Management Agreements with RMR	3 Months Ended
	Mar. 31, 2024
Real Estate [Abstract]
Business and Property Management Agreements with RMR	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. Pursuant to our business management agreement with RMR, we recognized net business management fees of $7,757 and $8,385 for the three months ended March 31, 2024 and 2023, respectively. Based on our common share total return, as defined in our business management agreement, as of each of March 31, 2024 and 2023, no incentive fees are included in the net business management fees we recognized for the three months ended March 31, 2024 or 2023. The actual amount of annual incentive fees for 2024, 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, 2024, and will be payable in January 2025. We did not incur an incentive fee payable to RMR for the year ended December 31, 2023. We include business management fee amounts in general and administrative expenses in our condensed consolidated statements of comprehensive income (loss). Pursuant to our property management agreement with RMR, we recognized aggregate property management and construction supervision fees of $3,180 and $1,412 for the three months ended March 31, 2024 and 2023, respectively. Of those amounts, for the three months ended March 31, 2024 and 2023, $1,484 and $945, respectively, of property management fees were expensed to net lease operating expenses in our condensed consolidated statements of comprehensive income (loss) and $1,696 and $467, respectively, of construction and supervision fees were capitalized as building improvements in our condensed consolidated balance sheets. The amounts capitalized are being depreciated over the estimated useful lives of the related capital assets. We are generally responsible for all 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 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. We reimbursed RMR $1,094 and $1,003 for these expenses and costs for the three months ended March 31, 2024 and 2023, respectively. We included these amounts in net lease operating expenses and general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive income (loss).

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Related Person Transactions	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Person Transactions	Note 11. Related Person Transactions We have relationships and historical and continuing transactions with TA, Sonesta, RMR, The RMR Group, Inc., or RMR Inc., and others related to them, including other companies to which RMR or its subsidiaries provide management services and some of which have trustees, directors or officers who are also our Trustees or officers. As of the effective time of the TA Merger on May 15, 2023, TA is no longer a related person to us. RMR is a majority owned subsidiary of RMR Inc. The Chair of our Board of Trustees and one of our Managing Trustees, Adam D. Portnoy, is the sole trustee, an officer and the controlling shareholder of ABP Trust, which is the controlling shareholder of RMR Inc., the chair of the board of directors, a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of RMR. John G. Murray, our other Managing Trustee and our former 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. RMR provides management services to us and, until the TA Merger, provided services to TA, and Mr. Portnoy, until the TA Merger, also served as the chair of the board of directors and as a managing director of TA and, as of immediately prior to the TA Merger, beneficially owned 661,506 shares of TA common stock (including through RMR), representing approximately 4.4% of TA’s outstanding shares of common stock. See Notes 6 and 7 for further information regarding our relationships, agreements and transactions with TA. Sonesta. Sonesta is a private company. Mr. Portnoy is the largest owner and controlling shareholder and a director of Sonesta. Mr. Murray is a director of Sonesta and is its president and chief executive officer, and he is an officer and employee of RMR. Sonesta’s other director serves as RMR’s and RMR Inc.’s executive vice president, general counsel and secretary, as a managing director of RMR Inc. and as our Secretary. RMR also provides certain services to Sonesta. As of March 31, 2024, we owned 34% of Sonesta’s outstanding shares of common stock and Sonesta managed 195 of our hotels. See Notes 6 and 7 for further information regarding our relationships, agreements and transactions with Sonesta. 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. For further information about these and certain other such relationships and certain other related person transactions, refer to our 2023 Annual Report.

v3.24.1.u1

Income Taxes	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	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, 2024, we recognized income tax expense of $1,007, which includes $621 of state tax expense and $386 of foreign tax expense. During the three months ended March 31, 2023, we recognized an income tax benefit of $3,780, which includes $2,297 of state tax benefit and $1,483 of foreign tax benefit.

v3.24.1.u1

Segment Information	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Segment Information	Note 13. Segment Information We aggregate our hotels and net lease portfolio into two reportable segments, hotel investments and net lease investments, based on their similar operating and economic characteristics. Three Months Ended March 31, 2024 Hotels Net Lease Corporate Consolidated Revenues:         Hotel operating revenues $ 336,236  $ —  $ —  $ 336,236  Rental income —  100,014  —  100,014  Total revenues 336,236  100,014  —  436,250  Expenses:         Hotel operating expenses  305,086  —  —  305,086  Net lease operating expenses —  4,723  —  4,723  Depreciation and amortization  55,086  38,021  —  93,107  General and administrative  —  —  10,506  10,506  Loss on asset impairment —  2,451  —  2,451  Total expenses  360,172  45,195  10,506  415,873  Loss on sale of real estate, net (836) (2,127) —  (2,963) Interest income  63  105  1,794  1,962  Interest expense  —  (11,517) (79,897) (91,414) (Loss) income before income tax expense and equity in losses of an investee (24,709) 41,280  (88,609) (72,038) Income tax expense —  —  (1,007) (1,007) Equity in losses of an investee  —  —  (5,338) (5,338) Net (loss) income $ (24,709) $ 41,280  $ (94,954) $ (78,383)   As of March 31, 2024 Hotels Net Lease Corporate Consolidated Total assets $ 3,971,296  $ 3,046,807  $ 213,416  $ 7,231,519  Three Months Ended March 31, 2023 Hotels Net Lease Corporate Consolidated Revenues:       Hotel operating revenues  $ 334,796  $ —  $ —  $ 334,796  Rental income —  94,413  —  94,413  Total revenues  334,796  94,413  —  429,209  Expenses:         Hotel operating expenses  299,566  —  —  299,566  Net lease operating expenses —  3,905  —  3,905  Depreciation and amortization  53,385  46,654  —  100,039  General and administrative  —  —  10,911  10,911  Transaction related costs —  —  887  887  Total expenses  352,951  50,559  11,798  415,308  Gain on sale of real estate, net 41,898  —  —  41,898  Gain on equity securities, net —  —  49,430  49,430  Interest income  30  2  2,754  2,786  Interest expense  —  (6,322) (75,258) (81,580) Loss on early extinguishment of debt —  —  (44) (44) Income (loss) before income tax benefit and equity in losses of an investee 23,773  37,534  (34,916) 26,391  Income tax benefit —  —  3,780  3,780  Equity in losses of an investee  —  —  (4,221) (4,221) Net income (loss) $ 23,773  $ 37,534  $ (35,357) $ 25,950    As of December 31, 2023 Hotels Net Lease Corporate Consolidated Total assets $ 3,943,213  $ 3,084,686  $ 328,217  $ 7,356,116

v3.24.1.u1

Fair Value of Assets and Liabilities	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Fair Value of Assets and Liabilities	Note 14. Fair Value of Assets and Liabilities The table below presents certain of our assets carried at fair value at March 31, 2024, 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) $ 1,863  $ —  $ —  $ 1,863  (1)We recorded a loss on asset impairment of $2,451 during the three months ended March 31, 2024, to reduce the carrying value of five net lease properties in our condensed consolidated balance sheet to their estimated fair value less costs to sell based on brokers’ opinion of values (Level 3 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, net lease mortgage notes, senior notes and security deposits. At March 31, 2024 and December 31, 2023, 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, 2024 December 31, 2023 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Senior Unsecured Notes, due 2025 at 4.50% $ 349,353  $ 341,950  $ 349,181  $ 341,688  Senior Unsecured Notes, due 2025 at 7.50% 796,591  810,784  796,007  808,888  Senior Unsecured Notes, due 2026 at 5.25% 347,883  338,587  347,601  339,780  Senior Unsecured Notes, due 2026 at 4.75% 448,499  419,436  448,347  419,909  Senior Unsecured Notes, due 2027 at 4.95% 397,861  369,984  397,672  362,108  Senior Unsecured Notes, due 2027 at 5.50% 445,913  428,958  445,631  412,002  Net Lease Mortgage Notes, due 2028 at 5.60% 561,349  580,423  558,876  585,784  Senior Unsecured Notes, due 2028 at 3.95% 395,643  342,336  395,355  327,708  Senior Unsecured Notes, due 2029 at 4.95% 420,675  347,935  420,477  351,726  Senior Unsecured Notes, due 2030 at 4.375% 393,339  305,332  393,056  310,524  Senior Secured Notes, due 2031 at 8.625% 969,039  1,066,440  968,017  1,047,430  Total financial liabilities $ 5,526,145  $ 5,352,165  $ 5,520,220  $ 5,307,547  (1)Carrying value includes unamortized discounts, premiums and certain debt issuance costs. At March 31, 2024 and December 31, 2023, we estimated the fair values of our senior notes using an average of the bid and ask price of the notes (Level 2 inputs) as of the measurement dates. At March 31, 2024 and December 31, 2023, 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.

v3.24.1.u1

Organization and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
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, 2023, or our 2023 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.
Use of Estimates	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.
Variable Interest Entity	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.
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. 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.
Revenue Recognition	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.
Recent Accounting Pronouncements	On November 27, 2023, the FASB issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU No. 2023-07, which requires public entities to: (i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the Chief Operating Decision Maker, or the CODM, and included in each reported measure of segment profit or loss; (ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by ASC 280, Segment Reporting, or ASC 280, in interim periods; and (iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. The amendments in ASU No. 2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU No. 2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-07 will have on our consolidated financial statements and disclosures. On December 14, 2023, the FASB issued 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 consolidated financial statements and disclosures.

v3.24.1.u1

Per Common Share Amounts (Tables)	3 Months Ended
	Mar. 31, 2024
Earnings Per Share [Abstract]
Schedule of reconciliation weighted average common shares to calculate basic and diluted earnings per 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, 2024 2023 Numerators: Net (loss) income $ (78,383) $ 25,950  Income attributable to unvested participating securities (122) (117) Net (loss) income used in calculating earnings per share $ (78,505) $ 25,833  Denominators: Weighted average common shares outstanding - basic and diluted 165,158  164,867  Net (loss) income per common share - basic and diluted $ (0.48) $ 0.16

v3.24.1.u1

Real Estate Properties (Tables)	3 Months Ended
	Mar. 31, 2024
Real Estate [Abstract]
Schedule of sale of properties	Quarter Sold Property Type Number of Properties Rooms or Suites / Square Feet Gross Sales Price Loss on Sale of Real Estate Q1 2024 Hotel 1 84  $ 3,315  $ (836) Q1 2024 Net Lease 3 34,849  2,932  (2,127) 4 84 / 34,849 $ 6,247  $ (2,963)

v3.24.1.u1

Indebtedness (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of principal balance and annual interest rates	Our net lease mortgage notes are summarized below: Note Class Principal Outstanding as of March 31, 2024 Coupon Rate Initial Term (in years) Maturity Class A $ 303,348  5.15% 5 February 2028 Class B 172,531  5.55% 5 February 2028 Class C 132,200  6.70% 5 February 2028 Total / weighted average $ 608,079  5.60%

v3.24.1.u1

Shareholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2024
Stockholders' Equity Note [Abstract]
Dividends declared	During the three months ended March 31, 2024, we declared and paid regular quarterly distributions to common shareholders as follows: Declaration Date Record Date Paid Date Dividend Per Common Share Total Distributions January 11, 2024 January 22, 2024 February 15, 2024 $ 0.20  $ 33,154

v3.24.1.u1

Segment Information (Tables)	3 Months Ended
	Mar. 31, 2024
Segment Reporting [Abstract]
Schedule of segment information	Three Months Ended March 31, 2024 Hotels Net Lease Corporate Consolidated Revenues:         Hotel operating revenues $ 336,236  $ —  $ —  $ 336,236  Rental income —  100,014  —  100,014  Total revenues 336,236  100,014  —  436,250  Expenses:         Hotel operating expenses  305,086  —  —  305,086  Net lease operating expenses —  4,723  —  4,723  Depreciation and amortization  55,086  38,021  —  93,107  General and administrative  —  —  10,506  10,506  Loss on asset impairment —  2,451  —  2,451  Total expenses  360,172  45,195  10,506  415,873  Loss on sale of real estate, net (836) (2,127) —  (2,963) Interest income  63  105  1,794  1,962  Interest expense  —  (11,517) (79,897) (91,414) (Loss) income before income tax expense and equity in losses of an investee (24,709) 41,280  (88,609) (72,038) Income tax expense —  —  (1,007) (1,007) Equity in losses of an investee  —  —  (5,338) (5,338) Net (loss) income $ (24,709) $ 41,280  $ (94,954) $ (78,383)   As of March 31, 2024 Hotels Net Lease Corporate Consolidated Total assets $ 3,971,296  $ 3,046,807  $ 213,416  $ 7,231,519  Three Months Ended March 31, 2023 Hotels Net Lease Corporate Consolidated Revenues:       Hotel operating revenues  $ 334,796  $ —  $ —  $ 334,796  Rental income —  94,413  —  94,413  Total revenues  334,796  94,413  —  429,209  Expenses:         Hotel operating expenses  299,566  —  —  299,566  Net lease operating expenses —  3,905  —  3,905  Depreciation and amortization  53,385  46,654  —  100,039  General and administrative  —  —  10,911  10,911  Transaction related costs —  —  887  887  Total expenses  352,951  50,559  11,798  415,308  Gain on sale of real estate, net 41,898  —  —  41,898  Gain on equity securities, net —  —  49,430  49,430  Interest income  30  2  2,754  2,786  Interest expense  —  (6,322) (75,258) (81,580) Loss on early extinguishment of debt —  —  (44) (44) Income (loss) before income tax benefit and equity in losses of an investee 23,773  37,534  (34,916) 26,391  Income tax benefit —  —  3,780  3,780  Equity in losses of an investee  —  —  (4,221) (4,221) Net income (loss) $ 23,773  $ 37,534  $ (35,357) $ 25,950    As of December 31, 2023 Hotels Net Lease Corporate Consolidated Total assets $ 3,943,213  $ 3,084,686  $ 328,217  $ 7,356,116

v3.24.1.u1

Fair Value of Assets and Liabilities (Tables)	3 Months Ended
	Mar. 31, 2024
Fair Value Disclosures [Abstract]
Schedule of certain of the entity's assets carried at fair value, categorized by the level of inputs used in the valuation of each asset	The table below presents certain of our assets carried at fair value at March 31, 2024, 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) $ 1,863  $ —  $ —  $ 1,863  (1)We recorded a loss on asset impairment of $2,451 during the three months ended March 31, 2024, to reduce the carrying value of five net lease properties in our condensed consolidated balance sheet to their estimated fair value less costs to sell based on brokers’ opinion of values (Level 3 inputs as defined in the fair value hierarchy under GAAP).
Schedule of fair value of additional financial instruments	At March 31, 2024 and December 31, 2023, 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, 2024 December 31, 2023 Carrying Value (1) Fair Value Carrying Value (1) Fair Value Senior Unsecured Notes, due 2025 at 4.50% $ 349,353  $ 341,950  $ 349,181  $ 341,688  Senior Unsecured Notes, due 2025 at 7.50% 796,591  810,784  796,007  808,888  Senior Unsecured Notes, due 2026 at 5.25% 347,883  338,587  347,601  339,780  Senior Unsecured Notes, due 2026 at 4.75% 448,499  419,436  448,347  419,909  Senior Unsecured Notes, due 2027 at 4.95% 397,861  369,984  397,672  362,108  Senior Unsecured Notes, due 2027 at 5.50% 445,913  428,958  445,631  412,002  Net Lease Mortgage Notes, due 2028 at 5.60% 561,349  580,423  558,876  585,784  Senior Unsecured Notes, due 2028 at 3.95% 395,643  342,336  395,355  327,708  Senior Unsecured Notes, due 2029 at 4.95% 420,675  347,935  420,477  351,726  Senior Unsecured Notes, due 2030 at 4.375% 393,339  305,332  393,056  310,524  Senior Secured Notes, due 2031 at 8.625% 969,039  1,066,440  968,017  1,047,430  Total financial liabilities $ 5,526,145  $ 5,352,165  $ 5,520,220  $ 5,307,547  (1)Carrying value includes unamortized discounts, premiums and certain debt issuance costs.

v3.24.1.u1

Organization and Basis of Presentation (Details) $ in Thousands	Mar. 31, 2024 USD ($) hotel property	Dec. 31, 2023 USD ($)
Variable Interest Entity [Line Items]
Ownership interest in subsidiaries	100.00%
Assets of TRSs	$ 7,231,519	$ 7,356,116
Liabilities of TRSs	6,116,850	6,129,983
Consolidated
Variable Interest Entity [Line Items]
Assets of TRSs	159,964	142,789
Liabilities of TRSs	$ 99,706	$ 81,262
Hotel
Variable Interest Entity [Line Items]
Number of properties owned | hotel	220
Net Lease
Variable Interest Entity [Line Items]
Number of properties owned | property	749

v3.24.1.u1

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Adjustments necessary to record rent on straight line basis	$ (5,768)	$ 2,448
Straight line rent receivables	64,151		$ 56,833
Related Party
Related Party Transaction [Line Items]
Percentage rent	(544)	(343)
Deferred percentage rental income	$ 0	$ 2,385

v3.24.1.u1

Per Common Share Amounts (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Numerators:
Net (loss) income	$ (78,383)	$ 25,950
Income attributable to unvested participating securities	(122)	(117)
Net (loss) income used in calculating earnings per share	$ (78,505)	$ 25,833
Denominators:
Weighted average common shares outstanding - basic (in shares)	165,158	164,867
Weighted average common shares outstanding - diluted (in shares)	165,158	164,867
Net (loss) income per common share - basic (in dollars per share)	$ (0.48)	$ 0.16
Net (loss) income per common share - diluted (in dollars per share)	$ (0.48)	$ 0.16

v3.24.1.u1

Real Estate Properties - Narrative (Details) $ in Thousands	1 Months Ended	3 Months Ended
	May 03, 2024 USD ($) ft² property	Mar. 31, 2024 USD ($) ft² property hotel room	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Real Estate Properties [Line Items]
Aggregate undepreciated carrying value of real estate		$ 9,825,433
Carrying value of properties held for sale		10,296
Capital improvements from leased facilities, funded		76,261	$ 28,551
Carrying value		9,815,137		$ 9,786,337
Net proceeds from sale of real estate		$ 5,826	$ 144,361
Disposed of by sale
Real Estate Properties [Line Items]
Number of properties sold | property		4
Aggregate sales price, excluding closing costs		$ 6,247
Held-for-sale
Real Estate Properties [Line Items]
Square feet | ft²		142,329
Hotels and net lease properties
Real Estate Properties [Line Items]
Capital improvements from leased facilities, funded		$ 68,782
Hotel
Real Estate Properties [Line Items]
Number of properties owned | hotel		220
Number of rooms/suites | room		37,697
Hotel | Disposed of by sale
Real Estate Properties [Line Items]
Number of rooms/suites | room		84
Number of properties sold | property		1
Aggregate sales price, excluding closing costs		$ 3,315
Net Lease
Real Estate Properties [Line Items]
Number of properties owned | property		749
Square feet | ft²		13,384,219
Net Lease | Subsequent event
Real Estate Properties [Line Items]
Number of properties to be sold or rebranded | property	1
Net Lease | Disposed of by sale
Real Estate Properties [Line Items]
Square feet | ft²		34,849
Number of properties sold | property		3
Aggregate sales price, excluding closing costs		$ 2,932
Net Lease | Held-for-sale
Real Estate Properties [Line Items]
Number of properties owned | property		13
Carrying value		$ 8,654
Net Lease | Held-for-sale | Subsequent event
Real Estate Properties [Line Items]
Square feet | ft²	3,381
Number of properties to be sold or rebranded | property	12
Net proceeds from sale of real estate	$ 1,250
Area of real estate property to be sold | ft²	138,948

v3.24.1.u1

Real Estate Properties - Sale of Properties (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) ft² property room	Mar. 31, 2023 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss on Sale of Real Estate	$ (2,963)	$ 41,898
Hotel
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Rooms or Suites | room	37,697
Net Lease
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Square Feet | ft²	13,384,219
Disposed of by sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of Properties | property	4
Gross Sales Price	$ 6,247
Loss on Sale of Real Estate	$ (2,963)
Disposed of by sale | Hotel
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of Properties | property	1
Gross Sales Price	$ 3,315
Rooms or Suites | room	84
Loss on Sale of Real Estate	$ (836)
Disposed of by sale | Net Lease
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of Properties | property	3
Square Feet | ft²	34,849
Gross Sales Price	$ 2,932
Loss on Sale of Real Estate	$ (2,127)

v3.24.1.u1

Management Agreements and Leases - Narrative (Details)	Mar. 31, 2024 travelCenter property hotel agreement tenant
Hotel
Management Agreements and Leases [Line Items]
Number of properties owned	220
Number of operating agreements | agreement	4
Net Lease
Management Agreements and Leases [Line Items]
Number of properties owned | property	749
Number of tenants | tenant	177
Related Party | Hotel | Sonesta Int'l Hotels Corp
Management Agreements and Leases [Line Items]
Number of properties owned	195
Related Party | Hotel | Hyatt Hotels Corporation
Management Agreements and Leases [Line Items]
Number of properties owned	17
Related Party | Hotel | Radisson Hospitality, Inc
Management Agreements and Leases [Line Items]
Number of properties owned	7
Related Party | Net Lease | TravelCenters of America Inc.
Management Agreements and Leases [Line Items]
Number of properties owned | travelCenter	175

v3.24.1.u1

Management Agreements and Leases - Sonesta (Details) $ in Thousands		3 Months Ended
	Feb. 27, 2020	Mar. 31, 2024 USD ($) renewalOption hotel	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Management Agreements and Leases [Line Items]
Capital improvements from leased facilities, funded		$ 76,261	$ 28,551
Due from related persons		$ 21,400		$ 6,376
Sonesta agreements
Management Agreements and Leases [Line Items]
Percentage of historical real estate investments		50.00%
Percent of gross revenues from hotel operations placed in escrow or FF&E reserve	5.00%
Hotel | Sonesta Int'l Hotels Corp
Management Agreements and Leases [Line Items]
Due to related party, reimbursement of capital expenditures and other		$ 5,215		13,300
Hotel | Return Of Capital | Sonesta Int'l Hotels Corp
Management Agreements and Leases [Line Items]
Due from related persons		21,400		6,376
Annual owners' priority returns		$ 356,773
Hotel | Sonesta agreements
Management Agreements and Leases [Line Items]
Number of renewal options | renewalOption		2
Term of renewal options		15 years
Percent payment of hotel cash flows		80.00%
Hotel net income (loss)		$ 27,375	30,237
Capital improvements from leased facilities, funded		46,996	17,643
Related party transaction, management marketing and reservation system fees		27,015	26,136
Procurement and construction supervision fees		400	207
Advanced working capital		48,490		$ 48,490
Hotel | Sonesta agreements | Return Of Capital | Sonesta Int'l Hotels Corp
Management Agreements and Leases [Line Items]
Due from related persons		$ 2,820	$ 1,059
Hotel | Full service hotel | Sonesta Int'l Hotels Corp
Management Agreements and Leases [Line Items]
Number of real estate properties leased or managed | hotel		40
Hotel | Limited services hotel | Sonesta Int'l Hotels Corp
Management Agreements and Leases [Line Items]
Number of real estate properties leased or managed | hotel		111
Hotel | Select service hotels | Sonesta Int'l Hotels Corp
Management Agreements and Leases [Line Items]
Number of real estate properties leased or managed | hotel		44

v3.24.1.u1

Management Agreements and Leases - Hyatt Agreement (Details) $ in Thousands	1 Months Ended	3 Months Ended
	Feb. 29, 2024 USD ($)	Mar. 31, 2024 USD ($) hotel	Mar. 31, 2023 USD ($)
Management Agreements and Leases [Line Items]
Capital improvements from leased facilities, funded		$ 76,261	$ 28,551
Hotel
Management Agreements and Leases [Line Items]
Number of properties owned | hotel		220
Hotel | Hyatt Hotels Corporation
Management Agreements and Leases [Line Items]
Operating agreement annual rent and return		$ 16,769
Limited guarantee amount		$ 30,000
Limited guarantee, percentage of annual minimum returns		75.00%
Realized returns (loss) and rents		$ (1,108)	$ 2,323
Additional working capital	$ 2,300
Capital improvements from leased facilities, funded		20,225
Increase in annual owner's priority returns		$ 1,214
Hotel | Related Party | Hyatt Hotels Corporation
Management Agreements and Leases [Line Items]
Number of properties owned | hotel		17

v3.24.1.u1

Management Agreements and Leases - Radisson Agreement (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) hotel	Mar. 31, 2023 USD ($)
Management Agreements and Leases [Line Items]
Capital improvements from leased facilities, funded	$ 76,261	$ 28,551
Radisson Agreement
Management Agreements and Leases [Line Items]
Capital improvements from leased facilities, funded	286	2,375
Increase in annual owner's priority returns	$ 17	143
Hotel
Management Agreements and Leases [Line Items]
Number of properties owned | hotel	220
Hotel | Radisson Agreement
Management Agreements and Leases [Line Items]
Operating agreement annual rent and return	$ 10,883
Limited guarantee amount	$ 22,000
Limited guarantee, percentage of annual minimum returns	75.00%
Realized returns (loss) and rents	$ 1,451	1,565
Guaranty payments	522	$ 335
Guarantee provided to the entity, maximum	$ 20,828
Hotel | Related Party | Radisson Hospitality, Inc
Management Agreements and Leases [Line Items]
Number of properties owned | hotel	7

v3.24.1.u1

Management Agreements and Leases - Marriott Agreement (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($) hotel
Management Agreements and Leases [Line Items]
Operating cash (deficit) flow	$ (926)	$ 12,373
Capital improvements from leased facilities, funded	$ 76,261	28,551
Marriott Contracts | Hotel
Management Agreements and Leases [Line Items]
Operating cash (deficit) flow		(2,762)
Capital improvements from leased facilities, funded		$ 0
Marriott Contracts | Hotel | Marriott International, Inc.
Management Agreements and Leases [Line Items]
Number of properties sold | hotel		16

v3.24.1.u1

Management Agreements and Leases - IHG Agreement (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) hotel	Mar. 31, 2023 USD ($)
Management Agreements and Leases [Line Items]
Cash provided by (used in) operating activities	$ (926)	$ 12,373
Capital improvements from leased facilities, funded	76,261	28,551
IHG Agreement
Management Agreements and Leases [Line Items]
Capital improvements from leased facilities, funded	$ 149	59
Hotel
Management Agreements and Leases [Line Items]
Number of properties owned | hotel	220
Hotel | IHG Agreement
Management Agreements and Leases [Line Items]
Number of properties owned | hotel	1
Cash provided by (used in) operating activities	$ 1,593	$ 763

v3.24.1.u1

Management Agreements and Leases - Other, Net Lease Portfolio and TA Leases (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) ft² travelCenter property lease brand industry tenant	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Management Agreements and Leases [Line Items]
Rental income	$ 100,014	$ 94,413
Adjustments necessary to record rent on straight line basis	5,768	(2,448)
Reserves for uncollectible amounts against rental income	665	3,540
COVID-19
Management Agreements and Leases [Line Items]
Reserves for uncollectible rents	4,101		$ 3,436
TravelCenters of America Inc.
Management Agreements and Leases [Line Items]
Monthly rent credit amount	$ 25,000
Lease term	10 years
BP Products North America Inc.
Management Agreements and Leases [Line Items]
Guarantee obligations	$ 3,037,475
Net Lease
Management Agreements and Leases [Line Items]
Operating agreement annual rent and return	$ 374,941
Percentage of portfolio leased by tenants	97.30%
Number of brands | brand	137
Number of industries | industry	21
Related Party
Management Agreements and Leases [Line Items]
Deferred percentage rental income	$ 0	2,385
Net Lease
Management Agreements and Leases [Line Items]
Number of properties owned | property	749
Square feet | ft²	13,384,219
Weighted average remaining lease term	8 years 8 months 12 days
Number of tenants | tenant	177
Net Lease | Travel Centers of America | Real Estate Investment Property At Cost | Credit Concentration Risk
Management Agreements and Leases [Line Items]
Percentage of total annual minimum rents	28.60%
Net Lease | Related Party | TravelCenters of America Inc.
Management Agreements and Leases [Line Items]
Number of properties owned | travelCenter	175
Travel centers | TravelCenters of America Inc.
Management Agreements and Leases [Line Items]
Operating agreement annual rent and return	$ 254,000
Rental income	67,834	62,141
Adjustments necessary to record rent on straight line basis	4,309	(3,241)
Accruals for unpaid rent, including deferred rent	$ 25,459		$ 19,816
TA agreements | Travel centers | TravelCenters of America Inc.
Management Agreements and Leases [Line Items]
Number of operating agreements | lease	5
SMTA Transaction
Management Agreements and Leases [Line Items]
Rental income	$ 32,180	32,272
Adjustments necessary to record rent on straight line basis	$ 1,459	$ 793

v3.24.1.u1

Other Investments (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Feb. 27, 2020	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	May 15, 2023
Schedule of Equity Method Investments [Line Items]
Equity method investment		$ 111,014		$ 113,304
Equity in losses of an investee		5,338	$ 4,221
Capital contribution funded		3,392	0
TravelCenters of America Inc. | BP Products North America Inc.
Schedule of Equity Method Investments [Line Items]
Business acquisition, share price (in dollars per share)					$ 86.00
Travel Centers of America
Schedule of Equity Method Investments [Line Items]
Number of common shares owned (in shares)					1,184,797
Percentage of total shares outstanding (in percent)					7.80%
Sonesta Int'l Hotels Corp
Schedule of Equity Method Investments [Line Items]
Equity in losses of an investee		5,338	4,221
Decrease in hotel operating expense		621	621
Capital contribution funded		3,392
Travel Centers of America
Schedule of Equity Method Investments [Line Items]
Historical cost of securities				24,418	$ 24,418
Carrying value of investment					$ 101,893
Gain on equity securities			49,430
Sonesta agreements
Schedule of Equity Method Investments [Line Items]
Equity method investment		111,014		113,304
Amount of cost basis exceeding book value	$ 8,000
Amortization period	31 years
Amortization of basis difference		65	$ 65
Accounts payable and other liabilities		42,000
Unamortized balance		$ 31,858		$ 32,479
Sonesta Int'l Hotels Corp
Schedule of Equity Method Investments [Line Items]
Noncontrolling interest, ownership percentage (in percent)		34.00%		34.00%

v3.24.1.u1

Indebtedness - Narrative (Details) $ in Thousands			1 Months Ended	3 Months Ended
	Jun. 29, 2023 USD ($) extensionOption	Feb. 10, 2023 USD ($) property	Feb. 29, 2024 USD ($) hotel	Mar. 31, 2024 USD ($) hotel property	Dec. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)
Indebtedness
Revolving credit facility				$ 0	$ 0
Senior Unsecured Notes
Indebtedness
Senior notes				3,995,757	3,993,327
Senior Secured Notes
Indebtedness
Senior notes				969,039	$ 968,017
Senior Notes | Senior Unsecured Notes
Indebtedness
Senior notes				4,025,000
Senior Notes | Senior Secured Notes
Indebtedness
Senior notes				1,000,000
Net Lease Mortgage Notes, due 2028 at 5.60%
Indebtedness
Principal amount		$ 610,200		608,079
Redemption period		24 months
Debt instrument, collateral properties | property		308
Operating agreement annual rent and return				65,070
Gross book value				754,006
Net Lease Mortgage Notes, due 2028 at 5.60% | Coupon Rate 5.15%
Indebtedness
Principal amount				303,348
Debt instrument, monthly redemption price, percentage (in percent)		0.50%
Net Lease Mortgage Notes, due 2028 at 5.60% | Coupon Rate 5.55%
Indebtedness
Principal amount				172,531
Debt instrument, monthly redemption price, percentage (in percent)		0.25%
Revolving credit facility
Indebtedness
Revolving credit facility				$ 0		$ 0
Revolving credit facility, maximum borrowing capacity	$ 650,000
Number of extension options | extensionOption	2
Extension term	6 months
Collateral properties with first mortgage liens | property				69
Collateral to secure debt				$ 1,612,216
Annual interest rate				7.84%		7.36%
Revolving credit facility | Hotel
Indebtedness
Collateral to secure debt			$ 115,039
Collateral properties added | hotel			3
Revolving credit facility | Hotel
Indebtedness
Collateral properties with first mortgage liens | hotel				66
Revolving credit facility | Net Lease
Indebtedness
Collateral properties with first mortgage liens | property				3
Revolving credit facility | Secured Overnight Financing Rate (SOFR)
Indebtedness
Leverage ratio limit				2.50%
Revolving credit facility | Minimum
Indebtedness
Credit facility fee percentage (in percent)				0.20%
Revolving credit facility | Minimum | Secured Overnight Financing Rate (SOFR)
Indebtedness
Basis spread on variable rate (in percent)				1.50%
Revolving credit facility | Maximum
Indebtedness
Credit facility fee percentage (in percent)				0.30%
Revolving credit facility | Maximum | Secured Overnight Financing Rate (SOFR)
Indebtedness
Basis spread on variable rate (in percent)				3.00%

v3.24.1.u1

Indebtedness - Schedule of Initial Principal Balance and Annual Interest Rates (Details) - Net Lease Mortgage Notes, due 2028 at 5.60% - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Feb. 10, 2023
Indebtedness
Principal amount	$ 608,079	$ 610,200
Coupon Rate 5.15%
Indebtedness
Principal amount	$ 303,348
Interest rate, stated percentage (in percent)	5.15%
Debt term	5 years
Coupon Rate 5.55%
Indebtedness
Principal amount	$ 172,531
Interest rate, stated percentage (in percent)	5.55%
Debt term	5 years
Coupon Rate 6.70%
Indebtedness
Principal amount	$ 132,200
Interest rate, stated percentage (in percent)	6.70%
Debt term	5 years
Net Lease Mortgage Notes, due 2028 at 5.60%
Indebtedness
Principal amount	$ 608,079
Interest rate, stated percentage (in percent)	5.60%

v3.24.1.u1

Shareholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Apr. 11, 2024	Jan. 11, 2024	Mar. 31, 2024
Class of Stock [Line Items]
Shares repurchased (in shares)			1,537
Shares repurchased (in dollars per share)			$ 8.54
Common stock dividend		$ 33,154
Subsequent event
Class of Stock [Line Items]
Quarterly distribution declared (in dollars per share)	$ 0.20
Common stock dividend	$ 33,152

v3.24.1.u1

Shareholders' Equity - Schedule (Details) $ / shares in Units, $ in Thousands	Jan. 11, 2024 USD ($) $ / shares
Stockholders' Equity Note [Abstract]
Dividend Per Common Share (in dollars per share) | $ / shares	$ 0.20
Total Distributions | $	$ 33,154

v3.24.1.u1

Business and Property Management Agreements with RMR (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) employee agreement	Mar. 31, 2023 USD ($)
Real Estate Properties [Line Items]
Number of employees | employee	0
Net lease operating expenses	$ 4,723	$ 3,905
Amended And Restate Business Management Agreement | RMR LLC
Real Estate Properties [Line Items]
Business management fees incurred	7,757	8,385
Related party reimbursement expenses	$ 1,094	1,003
RMR LLC
Real Estate Properties [Line Items]
Incentive fee calculation period	3 years
RMR LLC | Property Management Fees
Real Estate Properties [Line Items]
Net lease operating expenses	$ 1,484	945
RMR LLC | Construction and Supervision Fees Capitalized
Real Estate Properties [Line Items]
Related party transaction amount	$ 1,696	467
RMR LLC | Amended And Restate Business Management Agreement
Real Estate Properties [Line Items]
Number of management service agreements | agreement	2
Related party property management and construction management fee	$ 3,180	$ 1,412

v3.24.1.u1

Related Person Transactions (Details)	Mar. 31, 2024 hotel agreement shares	Dec. 31, 2023
Hotel
Related Party Transaction [Line Items]
Number of properties owned	220
RMR LLC
Related Party Transaction [Line Items]
Percentage of total shares outstanding (in percent)	4.40%
Travel Centers of America | RMR LLC
Related Party Transaction [Line Items]
Number of common shares owned (in shares) | shares	661,506
Sonesta Int'l Hotels Corp
Related Party Transaction [Line Items]
Noncontrolling interest, ownership percentage (in percent)	34.00%	34.00%
RMR LLC | Amended And Restate Business Management Agreement
Related Party Transaction [Line Items]
Number of management service agreements | agreement	2
Sonesta Int'l Hotels Corp | Related Party | Hotel
Related Party Transaction [Line Items]
Number of properties owned	195

v3.24.1.u1

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Components of provision for income taxes
Income tax expense (benefit)	$ 1,007	$ (3,780)
Current state tax expense (benefit)	621	(2,297)
Current foreign tax expense (benefit)	$ 386	$ (1,483)

v3.24.1.u1

Segment Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)
Segment Information
Number of reportable segments | segment	2
Revenues:
Hotel operating revenues	$ 336,236	$ 334,796
Rental income	100,014	94,413
Total revenues	436,250	429,209
Expenses:
Hotel operating expenses	305,086	299,566
Net lease operating expenses	4,723	3,905
Depreciation and amortization	93,107	100,039
General and administrative	10,506	10,911
Transaction related costs	0	887
Loss on asset impairment	2,451	0
Total expenses	415,873	415,308
Loss on sale of real estate, net	(2,963)	41,898
Gain on equity securities, net	0	49,430
Interest income	1,962	2,786
Interest expense	(91,414)	(81,580)
Loss on early extinguishment of debt	0	(44)
(Loss) income before income tax (expense) benefit and equity in losses of an investee	(72,038)	26,391
Income tax expense	(1,007)	3,780
Equity in losses of an investee	(5,338)	(4,221)
Net (loss) income	(78,383)	25,950
Total assets	7,231,519		$ 7,356,116
Operating segments | Hotels
Revenues:
Hotel operating revenues	336,236	334,796
Rental income	0	0
Total revenues	336,236	334,796
Expenses:
Hotel operating expenses	305,086	299,566
Net lease operating expenses	0	0
Depreciation and amortization	55,086	53,385
General and administrative	0	0
Transaction related costs		0
Loss on asset impairment	0
Total expenses	360,172	352,951
Loss on sale of real estate, net	(836)	41,898
Gain on equity securities, net		0
Interest income	63	30
Interest expense	0	0
Loss on early extinguishment of debt		0
(Loss) income before income tax (expense) benefit and equity in losses of an investee	(24,709)	23,773
Income tax expense	0	0
Equity in losses of an investee	0	0
Net (loss) income	(24,709)	23,773
Total assets	3,971,296		3,943,213
Operating segments | Net Lease
Revenues:
Hotel operating revenues	0	0
Rental income	100,014	94,413
Total revenues	100,014	94,413
Expenses:
Hotel operating expenses	0	0
Net lease operating expenses	4,723	3,905
Depreciation and amortization	38,021	46,654
General and administrative	0	0
Transaction related costs		0
Loss on asset impairment	2,451
Total expenses	45,195	50,559
Loss on sale of real estate, net	(2,127)	0
Gain on equity securities, net		0
Interest income	105	2
Interest expense	(11,517)	(6,322)
Loss on early extinguishment of debt		0
(Loss) income before income tax (expense) benefit and equity in losses of an investee	41,280	37,534
Income tax expense	0	0
Equity in losses of an investee	0	0
Net (loss) income	41,280	37,534
Total assets	3,046,807		3,084,686
Corporate
Revenues:
Hotel operating revenues	0	0
Rental income	0	0
Total revenues	0	0
Expenses:
Hotel operating expenses	0	0
Net lease operating expenses	0	0
Depreciation and amortization	0	0
General and administrative	10,506	10,911
Transaction related costs		887
Loss on asset impairment	0
Total expenses	10,506	11,798
Loss on sale of real estate, net	0	0
Gain on equity securities, net		49,430
Interest income	1,794	2,754
Interest expense	(79,897)	(75,258)
Loss on early extinguishment of debt		(44)
(Loss) income before income tax (expense) benefit and equity in losses of an investee	(88,609)	(34,916)
Income tax expense	(1,007)	3,780
Equity in losses of an investee	(5,338)	(4,221)
Net (loss) income	(94,954)	$ (35,357)
Total assets	$ 213,416		$ 328,217

v3.24.1.u1

Fair Value of Assets and Liabilities - Recurring and Non-Recurring (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($) property	Mar. 31, 2023 USD ($)
Fair Value of Assets and Liabilities
Loss on asset impairment	$ 2,451	$ 0
Held-for-sale
Fair Value of Assets and Liabilities
Assets of properties held for sale	1,863
Loss on asset impairment	$ 2,451
Held-for-sale | Hotel
Fair Value of Assets and Liabilities
Number of impaired properties | property	5
Quoted Prices in Active Markets for Identical Assets (Level 1) | Held-for-sale
Fair Value of Assets and Liabilities
Assets of properties held for sale	$ 0
Significant Other Observable Inputs (Level 2) | Held-for-sale
Fair Value of Assets and Liabilities
Assets of properties held for sale	0
Significant Unobservable Inputs (Level 3) | Held-for-sale
Fair Value of Assets and Liabilities
Assets of properties held for sale	$ 1,863

v3.24.1.u1

Fair Value of Assets and Liabilities - Debt Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Senior Unsecured Notes, due 2025 at 4.50%
Fair Value of Assets and Liabilities
Interest rate, stated percentage (in percent)	4.50%
Senior Unsecured Notes, due 2025 at 7.50%
Fair Value of Assets and Liabilities
Interest rate, stated percentage (in percent)	7.50%
Senior Unsecured Notes, due 2026 at 5.25%
Fair Value of Assets and Liabilities
Interest rate, stated percentage (in percent)	5.25%
Senior Unsecured Notes, due 2026 at 4.75%
Fair Value of Assets and Liabilities
Interest rate, stated percentage (in percent)	4.75%
Senior Unsecured Notes, due 2027 at 4.95%
Fair Value of Assets and Liabilities
Interest rate, stated percentage (in percent)	4.95%
Senior Unsecured Notes, due 2027 at 5.50%
Fair Value of Assets and Liabilities
Interest rate, stated percentage (in percent)	5.50%
Net Lease Mortgage Notes, due 2028 at 5.60% | Net Lease Mortgage Notes, due 2028 at 5.60%
Fair Value of Assets and Liabilities
Interest rate, stated percentage (in percent)	5.60%
Senior Unsecured Notes, due 2028 at 3.95%
Fair Value of Assets and Liabilities
Interest rate, stated percentage (in percent)	3.95%
Senior Unsecured Notes, due 2029 at 4.95%
Fair Value of Assets and Liabilities
Interest rate, stated percentage (in percent)	4.95%
Senior Unsecured Notes, due 2030 at 4.375%
Fair Value of Assets and Liabilities
Interest rate, stated percentage (in percent)	4.375%
Senior Secured Notes, due 2031 at 8.625%
Fair Value of Assets and Liabilities
Interest rate, stated percentage (in percent)	8.625%
Carrying Value
Fair Value of Assets and Liabilities
Total financial liabilities	$ 5,526,145	$ 5,520,220
Carrying Value | Senior Unsecured Notes, due 2025 at 4.50%
Fair Value of Assets and Liabilities
Total financial liabilities	349,353	349,181
Carrying Value | Senior Unsecured Notes, due 2025 at 7.50%
Fair Value of Assets and Liabilities
Total financial liabilities	796,591	796,007
Carrying Value | Senior Unsecured Notes, due 2026 at 5.25%
Fair Value of Assets and Liabilities
Total financial liabilities	347,883	347,601
Carrying Value | Senior Unsecured Notes, due 2026 at 4.75%
Fair Value of Assets and Liabilities
Total financial liabilities	448,499	448,347
Carrying Value | Senior Unsecured Notes, due 2027 at 4.95%
Fair Value of Assets and Liabilities
Total financial liabilities	397,861	397,672
Carrying Value | Senior Unsecured Notes, due 2027 at 5.50%
Fair Value of Assets and Liabilities
Total financial liabilities	445,913	445,631
Carrying Value | Net Lease Mortgage Notes, due 2028 at 5.60% | Net Lease Mortgage Notes, due 2028 at 5.60%
Fair Value of Assets and Liabilities
Total financial liabilities	561,349	558,876
Carrying Value | Senior Unsecured Notes, due 2028 at 3.95%
Fair Value of Assets and Liabilities
Total financial liabilities	395,643	395,355
Carrying Value | Senior Unsecured Notes, due 2029 at 4.95%
Fair Value of Assets and Liabilities
Total financial liabilities	420,675	420,477
Carrying Value | Senior Unsecured Notes, due 2030 at 4.375%
Fair Value of Assets and Liabilities
Total financial liabilities	393,339	393,056
Carrying Value | Senior Secured Notes, due 2031 at 8.625%
Fair Value of Assets and Liabilities
Total financial liabilities	969,039	968,017
Fair Value
Fair Value of Assets and Liabilities
Total financial liabilities	5,352,165	5,307,547
Fair Value | Senior Unsecured Notes, due 2025 at 4.50%
Fair Value of Assets and Liabilities
Total financial liabilities	341,950	341,688
Fair Value | Senior Unsecured Notes, due 2025 at 7.50%
Fair Value of Assets and Liabilities
Total financial liabilities	810,784	808,888
Fair Value | Senior Unsecured Notes, due 2026 at 5.25%
Fair Value of Assets and Liabilities
Total financial liabilities	338,587	339,780
Fair Value | Senior Unsecured Notes, due 2026 at 4.75%
Fair Value of Assets and Liabilities
Total financial liabilities	419,436	419,909
Fair Value | Senior Unsecured Notes, due 2027 at 4.95%
Fair Value of Assets and Liabilities
Total financial liabilities	369,984	362,108
Fair Value | Senior Unsecured Notes, due 2027 at 5.50%
Fair Value of Assets and Liabilities
Total financial liabilities	428,958	412,002
Fair Value | Net Lease Mortgage Notes, due 2028 at 5.60% | Net Lease Mortgage Notes, due 2028 at 5.60%
Fair Value of Assets and Liabilities
Total financial liabilities	580,423	585,784
Fair Value | Senior Unsecured Notes, due 2028 at 3.95%
Fair Value of Assets and Liabilities
Total financial liabilities	342,336	327,708
Fair Value | Senior Unsecured Notes, due 2029 at 4.95%
Fair Value of Assets and Liabilities
Total financial liabilities	347,935	351,726
Fair Value | Senior Unsecured Notes, due 2030 at 4.375%
Fair Value of Assets and Liabilities
Total financial liabilities	305,332	310,524
Fair Value | Senior Secured Notes, due 2031 at 8.625%
Fair Value of Assets and Liabilities
Total financial liabilities	$ 1,066,440	$ 1,047,430

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