5/7/2026

speaker
Operator
Conference Operator

Good afternoon, and welcome to the RMR Group Fiscal Second Quarter 2026 Earnings Conference Call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad, and to withdraw your question, please press star then two. Please note, today's event is being recorded. I would now like to turn the conference over to Brian Maher, Senior Vice President. Please go ahead.

speaker
Brian Maher
Senior Vice President

Good afternoon, and thank you for joining RMR's fiscal second quarter 2026 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, May 7, 2026, and actual results may differ materially from those that we projected. 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 differences is contained in our filing with the SEC 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'll now turn the call over to Adam.

speaker
Adam Portnoy
President and CEO

Thanks, Brian, and thank you all for joining us this afternoon. Yesterday, we reported second quarter results reflecting distributable earnings in adjusted EBITDA at the high end of our expectations, despite operating in what remains an unsettled economic environment. Our second quarter results were highlighted by distributable earnings of $0.44 per share and adjusted EBITDA of $18.5 million. Although we continue to navigate market volatility and geopolitical uncertainty, RMR has been very active this year executing on our client's strategic initiatives. The markets continue to recognize our efforts as both DHC and ILPT remain among the best performing REITs in 2026 from a total shareholder return standpoint, extending the significant outperformance they each achieved in 2025. As a result, RMR earned incentive fees for 2025 of $23.6 million, and we are on track to earn incentive fees again this year, as both DHC and ILPT accrued incentive fees this quarter. I would now like to go over some recent highlights at our managed REITs before turning the call over to Matt Jordan to provide an update on our private capital initiatives. At DHC, following the successful transition of 116 senior living communities to new operators in the back half of 2025, it has continued to focus on improving shop operating performance while also strengthening its balance sheet. In the first quarter, DHC generated normalized FFO of $33 million, or 14 cents per share, and adjusted EBITDA of $74 million. both exceeding analyst consensus estimates. Shop performance showed positive momentum with year-over-year same property NOI growth of 13.5% and occupancy increasing by 110 basis points. In March, DHC completed the sale of 13 unencumbered non-core communities for gross proceeds of approximately $23 million. following an active 2025 in which DHC completed approximately $605 million of asset sales, we expect asset sales to decelerate in 2026 with management focused on improving NOI across the retained portfolio. Lastly, in April, Moody's upgraded DHC's debt ratings and revised its outlook to positive from stable, underscoring the company's improving operating performance and balance sheet. At SVC, we recently made significant progress improving its balance sheet and covenant ratios. RMR was instrumental in helping SVC complete a $575 million equity offering, which accelerated its deleveraging strategy, eliminated near-term refinancing risk, and provided SBC additional flexibility to optimize its hotel performance and execute further asset sales. With the net proceeds, SBC eliminated all of its unsecured debt maturities until 2028. As it relates to SBC's equity offering, I would highlight that RMR participated with a $50 million anchor investment, further aligning our interest with shareholders and demonstrating our confidence in SVC's business plan. Following several years of strategic capital investments to reposition the retained hotel portfolio, SVC is now transitioning toward an earnings recovery phase supported by new hotel leadership at Sonesta that is focused on improving operating performance. ILPT continues to deliver strong results with first quarter normalized FFO of $0.33 per share and adjusted EBITDA of $87 million, both exceeding the high end of management's guidance. ILPT also executed approximately 862,000 square feet of leasing during the quarter at rental rates 26% higher than prior rents. Additionally, RMR recently assisted ILPT with the refinancing of $1.6 billion of new debt for its consolidated mountain joint venture, which replaces floating rate and amortizing debt with interest-only fixed rate and an attractive 5.7% interest rate, while also extending ILPT's debt maturity profile. Seven Hills, our mortgage REIT, has been actively deploying capital from its December rights offering. During the quarter, Seven Hills originated three loans totaling $67.5 million and generated distributable earnings of 24 cents per share. Total loan commitments increased to approximately $776 million in the first quarter, achieving a record high for the portfolio. Originations thus far in 2026 are at the highest net interest margins achieved over the past four years, which reflects the benefits of our focus on middle market lending, where there tends to be less competition for high-quality loans. Lastly, OPI recently received court approval for its plan of reorganization and we expect it to emerge from bankruptcy by the end of the second quarter and for its shares to be publicly traded. We also expect RMR's contract with OPI to be consistent with our previously disclosed terms. More specifically, RMR will continue managing OPI for a five-year term, with RMR receiving a flat business management fee during the first two years of $14 million per year, and our property management agreement economics will remain unchanged. To conclude, we are pleased with the progress RMR has made assisting our clients with their financial and strategic objectives. While there remains more work to do, we are encouraged that the markets recognize the significant improvements at both DHC and IOPT. It is important to remember that our publicly traded perpetual capital clients provide RMR with stable cash flows, which we are using to pursue new growth initiatives in the private capital space. The private capital segment of our business has grown from essentially zero AUM in 2020 to nearly $12 billion today. And we anticipate this segment will be a key driver of our future revenue and earnings growth. With that, I'll now turn the call over to Matt Jordan to provide added insights on our platform and private capital growth initiatives.

Disclaimer

This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.

-

-

Investor presentation