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The RMR Group Inc.
11/13/2025
Good morning and welcome to the RMR Group Fiscal Fourth Quarter 2025 Earnings Conference Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing star then zero on your telephone keypad. Please note this event is being recorded. I would now like to turn the conference over to Brian Maher, Senior Vice President. Please go ahead.
Thank you and good morning. Thank you for joining RMR's fiscal fourth quarter 2025 conference call. With me on today's call are President and CEO Adam Portnoy, Chief Operating Officer Matt Jordan, and Chief Financial Officer Matt Brown. In just a moment, they will provide details about our business and quarterly results, followed by a question and answer session. I would also like to note that the recording and retransmission of today's conference call is prohibited without the prior written consent of the company. Today's conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward-looking statements are based on RMR's beliefs and expectations as of today, November 13, 2025, and actual results may differ materially from those that we project. The company undertakes no obligation to revise or publicly release the results of any revision to the forward-looking statements made in today's conference call. Additional information concerning factors that could cause those differences is contained in our filings with the Securities and Exchange Commission, which can be found on our website at rmrgroup.com. Investors are cautioned not to place undue reliance upon any forward-looking statements. In addition, we may discuss non-GAAP numbers during this call, including adjusted net income per share, distributable earnings, and adjusted EBITDA, a reconciliation of net income determined in accordance with U.S. Generally accepted accounting principles to these non-GAAP figures can be found in our financial results. I will now turn the call over to Adam.
Thanks, Brian, and thank you all for joining us this morning. Yesterday, we reported fourth quarter results that were in line with our expectations, highlighted by distributable earnings of 44 cents per share, adjusted net income of 22 cents per share, and adjusted EBITDA of $20.5 million. Despite a continued unsettled economic environment, RMR was active this past quarter, executing on our clients' strategic initiatives. The majority of these activities took place in our managed equity REITs, where we completed nearly $2 billion of accretive debt financings at attractive rates, and we completed over $300 million in asset sales. We believe these efforts are being recognized in the public markets as demonstrated by the share price improvements at both DHC and ILPT. These share price improvements have resulted in DHC and ILPT both accruing potential incentive fees for RMR, which highlights the alignment of interest RMR has with the shareholders of our managed equity REITs. While subject to change, these potential incentive fees could be approximately $22 million in 2025. Turning to a few notable updates at our perpetual capital clients, DHC posted solid quarterly results led by strong sector tailwinds benefiting DHC's senior housing segment, as well as the significant capital that has been invested in DHC's communities. Consolidated shop NOI increased 8% year-over-year to $29.6 million, led by a 210 basis point increase in occupancy to 81.5% and a 5.3% increase in average monthly rates. Beyond its continued focus on shop operations, GHC has also been executing on its strategic transformation. More specifically, DHC announced the successful sale of non-core assets at attractive valuations as it further deleveraged its balance sheet. During the quarter, DHC also began executing on its announced transition of 116 shop communities from Alaris Life to new operators that have proven track records and well-established regional footprints. The transition of all 116 communities is expected to occur by year-end 2025. SVC continues to make significant progress selling non-core hotels to delever its balance sheet. During the quarter, SVC completed the sale of 40 hotels for over $292 million and is on pace to sell a total of 121 hotels in 2025 for $959 million. SVC also successfully completed a zero coupon bond offering that raised $490 million in net proceeds that were used to repay SVC's revolving credit facility and retire the remainder of SVC's 2026 debt maturities. Beyond the deleveraging efforts, we remain focused on helping SVC drive EBITDA growth across its hotel portfolio despite softening demand and ongoing revenue displacement from renovation activity. Further, Our organization continues to keep SVC's triple net lease portfolio, which is anchored by the travel center's lease to investment grade rated BP, well leased to ensure SVC benefits from the stable cash flows these assets generate. Seven Hills, our mortgage REIT, delivered another solid quarter supported by a fully performing $642 million loan portfolio. Seven Hills has been exploring ways to generate new equity capital to ensure the REIT can continue to capitalize on the robust pipeline of investment opportunities our Tremont commercial lending team generates. To that end, Seven Hills recently announced a rights offering to raise approximately $65 million in new equity, which should allow for over $200 million in gross new loan investments. The rights offering is structured so that shareholders of record on November 10th were given a transferable right to buy one new share for every two shares they currently own. Importantly, RMR, which is Seven Hills' largest shareholder, has agreed to backstop this offering, essentially acquiring any unexercised rights, as a demonstration of our confidence in Seven Hills' business prospects going forward. Lastly, in late October, OPI, after exploring all possible strategies to address its capital structure, entered into a Restructuring Support Agreement, or RSA, with certain holders of its senior secured notes to restructure its corporate debt. As part of the RSA, OPI voluntarily initiated a court-supervised process under Chapter 11 of the U.S. Bankruptcy Code. This agreement will meaningfully strengthen OPI's financial position and de-lever the balance sheet. As part of the RSA, RMR has agreed to continue managing OPI for a five-year term that starts upon OPI's emergence from bankruptcy. RMR will receive a flat business management fee during the first two years of $14 million per year, and our property management agreement will remain unchanged. To support OPI's operations during this process, OPI entered into a debtor in possession financing of $125 million. We remain committed to supporting the assets, vendors, and tenants of OPI throughout this process and look forward to updating you as new information becomes available in the future. To conclude, we are pleased with the progress RMR has made over the past quarter, assisting our public company clients with their financial and strategic objectives. Our perpetual capital clients also provide RMR with stable cash flows, which we can use to pursue new growth initiatives in the private capital space to drive future revenue and earnings growth. With that, I'll now turn the call over to Matt Jordan, Executive Vice President and Chief Operating Officer, to provide added insights on our platform and private capital growth initiatives.
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