EX-99.1 2 exhibit991-111325.htm EX-99.1 Document
Exhibit 99.1
SERVICE PROPERTIES TRUST
Introduction to Unaudited Pro Forma Condensed Consolidated Financial Statements

On November 13, 2025, Service Properties Trust, or SVC, sold four hotels with a total of 459 keys located in three states for a combined sales price of $23.5 million, excluding closing costs, or the Last Closing, pursuant to a previously disclosed agreement that SVC entered into to sell, in phases, 45 hotels with a total of 5,997 keys for a combined sales price of $432.0 million, excluding closing costs, or the 45 Hotel Sale Portfolio. As previously reported on November 4, 2025, SVC sold a combined 18 hotels in the 45 Hotel Sale Portfolio with a total of 2,439 keys for a combined sales price of $183.0 million, excluding closing costs. SVC remains under agreement to sell the remaining 23 hotels with a total of 3,099 keys for a combined sales price of $225.5 million, excluding closing costs.

The following unaudited pro forma condensed consolidated balance sheet as of September 30, 2025 reflects SVC's financial position as if the sales of 10 hotels in the 45 Hotel Sale Portfolio sold from October 1, 2025 through November 13, 2025, were completed as of September 30, 2025. The following unaudited pro forma condensed consolidated statements of loss for the year ended December 31, 2024 and for the nine months ended September 30, 2025 reflect SVC's results of operations as if the 22 hotels in the 45 Hotel Sale Portfolio sold from January 1, 2025 through November 13, 2025 were completed on January 1, 2024. These unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) SVC's unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025, and the notes thereto, included in SVC's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission, or the SEC, on November 5, 2025, and (ii) SVC's consolidated financial statements for the year ended December 31, 2024, and the notes thereto, included in SVC's Annual Report on Form 10-K filed with the SEC on February 26, 2025.

These unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and are not necessarily indicative of SVC's expected financial position or results of operations for any future period. Differences could result from numerous factors, including future changes in SVC's portfolio of investments, capital structure, property level operating expenses and revenues, including returns received from SVC’s hotels or rents expected to be received pursuant to SVC's existing leases or leases SVC may enter into, changes in interest rates and other reasons. Actual future results are likely to be different from amounts presented in these unaudited pro forma condensed consolidated financial statements and such differences may be significant. In the opinion of management, all adjustments necessary to reflect, in all material respects, the effects of 22 hotels in the 45 Hotel Sale Portfolio sold from January 1, 2025 through November 13, 2025 have been included.


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SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
September 30, 2025
(dollars in thousands, except per share data)
Transaction Accounting Adjustments
 
HistoricalOctober ClosingsLast ClosingPro Forma
(A)(B)(C)
ASSETS
 
Real estate properties:
 
Land
$1,740,833 $— $— $1,740,833 
Buildings, improvements and equipment
6,136,065 — — 6,136,065 
Total real estate properties, gross
7,876,898 — — 7,876,898 
Accumulated depreciation
(2,433,658)— — (2,433,658)
Total real estate properties, net
5,443,240 — — 5,443,240 
Acquired real estate leases and other intangibles, net
98,688 — — 98,688 
Assets of properties held for sale
564,539 (59,096)(29,956)475,487 
Cash and cash equivalents
417,415 64,505 22,795 504,715 
Restricted cash
23,817 — — 23,817 
Equity method investment
113,134 — — 113,134 
Due from related persons
12,680 777 459 13,916 
Other assets, net
306,811 — — 306,811 
Total assets
$6,980,324 $6,186 $(6,702)$6,979,808 
LIABILITIES AND SHAREHOLDERS’ EQUITY
 
 
Unsecured debt, net
$3,680,358 $— $— $3,680,358 
Secured debt, net
2,087,710 — — 2,087,710 
Accounts payable and other liabilities
537,909 — — 537,909 
Due to related persons
20,236 — — 20,236 
Liabilities of properties held for sale
6,203 — — 6,203 
Total liabilities
6,332,416 — — 6,332,416 
Commitments and contingencies
Shareholders’ equity:
 
 
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 168,090,224 shares issued and outstanding
1,681 — — 1,681 
Additional paid in capital
4,562,706 — — 4,562,706 
Cumulative other comprehensive income
2,054 — — 2,054 
Cumulative net income
1,993,435 6,186 (6,702)1,992,919 
Cumulative common distributions
(5,911,968)— — (5,911,968)
Total shareholders’ equity
647,908 6,186 (6,702)647,392 
Total liabilities and shareholders’ equity
$6,980,324 $6,186 $(6,702)$6,979,808 
The accompanying notes are an integral part of these unaudited proforma condensed consolidated financial statements.
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SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS
For the Year Ended December 31, 2024
(amounts in thousands, except per share data)

Transaction Accounting Adjustments
 
HistoricalPrior ClosingsOctober ClosingsLast ClosingPro Forma
(A)(B)(C)
Revenues:
Hotel operating revenues$1,496,705 $(47,036)$(23,895)$(13,152)(D)$1,412,622 
Rental income400,223 — — — 400,223 
Total revenues
1,896,928 (47,036)(23,895)(13,152)1,812,845 
Expenses:
 
Hotel operating expenses1,274,153 (41,071)(20,124)(10,955)(D)1,202,003 
Net lease operating expenses19,817 — — — 19,817 
Depreciation and amortization371,786 (9,297)(4,827)(2,904)(D)354,758 
General and administrative40,239 — — — 40,239 
Transaction related costs6,894 — — — 6,894 
Loss on asset impairment, net56,212 — — — 56,212 
Total expenses
1,769,101 (50,368)(24,951)(13,859)1,679,923 
Gain (loss) on sale of real estate, net6,269 — 6,186 (6,702)(E)5,753 
Interest income4,052 — — — 4,052 
Interest expense
(383,792)— — — (383,792)
Loss on early extinguishment of debt, net(16,181)— — — (16,181)
Loss before income tax expense and equity in losses of an investee
(261,825)3,332 7,242 (5,995)(257,246)
Income tax expense(1,402)— — — (1,402)
Equity in losses of an investee(12,299)— — — (12,299)
Net loss$(275,526)$3,332 $7,242 $(5,995)$(270,947)
Weighted average common shares outstanding (basic and diluted)
165,338 165,338 
Net loss per common share (basic and diluted)$(1.67)$(1.64)
The accompanying notes are an integral part of these unaudited proforma condensed consolidated financial statements.
F-3


SERVICE PROPERTIES TRUST
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF LOSS
For the Nine Months Ended September 30, 2025
(amounts in thousands, except per share data)

Transaction Accounting Adjustments
 
HistoricalPrior ClosingsOctober ClosingsLast ClosingPro Forma
(A)(B)(C)(D)
Revenues:
 
 
 
Hotel operating revenues$1,116,944 $(34,080)$(19,067)$(10,109)$1,053,688 
Rental income300,441 — — — 300,441 
Total revenues
1,417,385 (34,080)(19,067)(10,109)1,354,129 
Expenses:
 
Hotel operating expenses963,111 (30,748)(15,322)(8,417)908,624 
Net lease operating expenses16,303 — — — 16,303 
Depreciation and amortization238,583 (2,371)(1,288)(729)234,195 
General and administrative30,831 — — — 30,831 
Transaction related costs4,139 — — — 4,139 
Loss on asset impairment81,788 — — — 81,788 
Total expenses
1,334,755 (33,119)(16,610)(9,146)1,275,880 
Gain on sale of real estate, net25,846 — — — 25,846 
Interest income6,912 — — — 6,912 
Interest expense
(311,972)— — — (311,972)
Loss on early extinguishment of debt, net(529)— — — (529)
Loss before income tax expense and equity in losses of an investee
(197,113)(961)(2,457)(963)(201,494)
Income tax expense(1,553)— — — (1,553)
Equity in losses of an investee(2,873)— — — (2,873)
Net loss$(201,539)$(961)$(2,457)$(963)$(205,920)
Weighted average common shares outstanding (basic and diluted)
165,816 165,816 
Net loss per common share (basic and diluted)$(1.22)$(1.24)
The accompanying notes are an integral part of these unaudited proforma condensed consolidated financial statements.

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SERVICE PROPERTIES TRUST
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(dollars in thousands)


Adjustments to Unaudited Pro Forma Condensed Consolidated Balance Sheet
(A)    Represents SVC’s historical condensed consolidated balance sheet as of September 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
(B)    Represents the removal of the assets and liabilities associated with the sale of two hotels with a total of 235 keys for a combined sales price of $10.0 million, excluding closing costs, or the October 15 Closing, one hotel with a total of 152 keys for a sales price of $27.5 million, excluding closing costs, or the October 22 Closing, and three hotels with a total of 390 keys for a combined sales price of $29.0 million, excluding closing costs, or the October 29 Closing, of the 45 Hotel Sale Portfolio, as previously reported in SVC’s Current Reports on Form 8-K filed on October 21, 2025, October 28, 2025, and November 4, 2025, respectively. The October 15 Closing, October 22 Closing, and October 29 Closing are collectively referred to as the October Closings. As previously reported in its Current Report on Form 8-K filed on October 6, 2025, SVC also sold 12 hotels in the 45 Hotel Sale Portfolio with a total of 1,662 keys for a combined sales price of $116.5 million, excluding closing costs, prior to September 30, 2025, or the Prior Closings. The impact of the Prior Closings is reflected in SVC’s historical condensed consolidated balance sheet as of September 30, 2025, and, accordingly, no transaction accounting adjustments are required. The transaction accounting adjustments for the October Closings are as follows:
October 15 ClosingOctober 22 ClosingOctober 29 ClosingTotal for October Closings
Assets of properties held for sale$19,170 $19,082 $20,844 $59,096 
Working capital(1)
(235)(152)(390)(777)
Net book value$18,935 $18,930 $20,454 $58,319 
Gross sales price$10,000 $27,500 $29,000 $66,500 
Estimated closing costs(2)
(300)(825)(870)(1,995)
Estimated net proceeds9,700 26,675 28,130 64,505 
Net book value(18,935)(18,930)(20,454)(58,319)
Cumulative net income adjustment$(9,235)$7,745 $7,676 $6,186 
(1)    Represents working capital previously advanced to Sonesta International Hotels Corporation. Any remaining working capital
for sold hotels will be returned to SVC.
(2)    Represents estimated closing costs including broker’s commissions, legal fees, transfer and recording fees and other customary
closing costs directly attributable to the sale of the hotels.
(C)    Represents the removal of the assets and liabilities associated with four hotels sold in the Last Closing of the 45 Hotel Sale Portfolio. The transaction accounting adjustments are as follows:
Assets of properties held for sale$29,956 
Working capital(1)
(459)
Net book value$29,497 
Gross sales price$23,500 
Estimated closing costs(2)
(705)
Estimated net proceeds22,795 
Net book value(29,497)
Cumulative net income adjustment$(6,702)
(1)    Represents working capital previously advanced to Sonesta International Hotels Corporation. Any
remaining working capital for sold hotels will be returned to SVC.
(2)    Represents estimated closing costs including broker’s commissions, legal fees, transfer and recording
fees and other customary closing costs directly attributable to the sale of the hotels.
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Adjustments to Unaudited Pro Forma Condensed Consolidated Statements of Loss
Year Ended December 31, 2024
(A)    Represents SVC’s historical consolidated statement of loss for the year ended December 31, 2024, which was derived from SVC’s Annual Report on Form 10-K for the year ended December 31, 2024.
(B)    Represents the removal of the historical revenues and expenses for the year ended December 31, 2024, of 12 hotels sold in the Prior Closings of the 45 Hotel Sale Portfolio.
(C)    Represents the removal of the historical revenues and expenses for the year ended December 31, 2024, and the estimated gain or loss on the sales of six hotels sold in the October Closings of the 45 Hotel Sale Portfolio. The transaction accounting adjustments are as follows:
October 15 ClosingOctober 22 ClosingOctober 29 ClosingTotal for October Closings
Hotel operating revenues$(5,964)$(5,816)$(12,115)$(23,895)
Hotel operating expenses
(5,534)(4,848)(9,742)(20,124)
Depreciation and amortization
(2,055)(1,240)(1,532)(4,827)
Loss (gain) on sale of real estate, net
(9,235)7,745 7,676 6,186 
Net (loss) income$(7,610)$8,017 $6,835 $7,242 
(D)    Represents the removal of the historical revenues and expenses for the year ended December 31, 2024, of four hotels sold in the Last Closing of the 45 Hotel Sale Portfolio.
(E)    Represents the estimated loss on sale of four hotels sold in the Last Closing of the 45 Hotel Sale Portfolio, calculated as the estimated net proceeds of $22,795 less the net book value of the assets of $29,497 both as described in Note C of the adjustments to the unaudited pro forma condensed consolidated balance sheet.
Nine Months Ended September 30, 2025
(A)    Represents SVC’s historical condensed consolidated statement of loss for the nine months ended September 30, 2025, which was derived from SVC’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.
(B)    Represents the removal of the historical revenues and expenses for the nine months ended September 30, 2025, of 12 hotels sold in the Prior Closings of the 45 Hotel Sale Portfolio.
(C)    Represents the removal of the historical revenues and expenses for the nine months ended September 30, 2025, of six hotels sold in the October Closings of the 45 Hotel Sale Portfolio. The transaction accounting adjustments are as follows:
October 15 ClosingOctober 22 ClosingOctober 29 ClosingTotal for October Closings
Hotel operating revenues$(4,236)$(5,061)$(9,770)$(19,067)
Hotel operating expenses
(3,851)(3,769)(7,702)(15,322)
Depreciation and amortization
(545)(374)(369)(1,288)
Net income (loss)$160 $(918)$(1,699)$(2,457)
(D)    Represents the removal of the historical revenues and expenses for the nine months ended September 30, 2025, of four hotels sold in the Last Closing of the 45 Hotel Sale Portfolio.
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