Good morning, and welcome to the RMR Fiscal Fourth Quarter 2022 Earnings Call. Please note, this event is being recorded. I would now like to turn the conference over to Michael Kodesch, Director of Investor Relations. Please go ahead.

Good morning, and thank you for joining RMR's Fourth Quarter of Fiscal 2022 Conference Call. With me on today's call are President and CEO, Adam Portnoy; and Chief Financial Officer, Matt Jordan. In just a moment, they will provide details about our business and quarterly results, followed by a question-and-answer session. I'd 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 15, 2022, 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 www.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, adjusted earnings per share, adjusted EBITDA and adjusted EBITDA margin. A reconciliation of net income determined in accordance with U.S. generally accepted accounting principles to adjusted net income, adjusted earnings per share, adjusted EBITDA and the calculation of adjusted EBITDA margin can be found in our earnings release. And now I would like to turn the call over to Adam.

Thanks, Michael, and thank you all for joining us this morning. For the fourth quarter, we reported adjusted net income of $0.57 per share and adjusted EBITDA of $29.5 million, both increases of at least 12% on a year-over-year basis. This quarter's results are indicative of RMR's resilient business model, which can perform well in all economic cycles. While commercial real estate transaction activity has slowed meaningfully, we think there remains a strong investment case to be made for RMR and its clients, as our collective organization continues to proactively work through the ongoing headwinds related to inflation, increasing interest rates and capital markets volatility. From a leasing perspective, fundamentals across our managed assets continue to trend favorably as we arranged 2.7 million square feet of leases on behalf of our clients, which resulted in a 23% roll up in rents and a weighted average lease term of 5.8 years. For the entire fiscal year 2022, leasing volumes exceeded 13.5 million square feet, a 28% increase compared to fiscal year 2021 and a 78% increase compared to pre-pandemic levels in fiscal year 2019. Historically, real estate has performed well through inflationary environments. Also, most real estate leases typically have mechanisms to reprice rents to offset cost increases. This is especially true for shorter lease term asset types such as hospitality and senior living. Additionally, a majority of the leases within our managed office, industrial and service retail portfolios currently have expense recovery provisions that largely offset the effects from the current inflationary environment on property operating expenses. Before turning it over to Matt, I want to briefly touch upon some highlights across our platform. First, at ILPT, we continue to experience strong operating fundamentals. ILPT's portfolio is over 99% leased. And this quarter, we facilitated new and renewal leases for approximately 1.7 million square feet at weighted average rental rates that were 77.5% higher than prior rental rates for the same space. This quarter, we also organized a $1.2 billion debt financing that enabled ILPT to fully repay the bridge loan facility used for the Monmouth acquisition earlier this year. We are pleased with the outcome of this debt refinancing, and we believe ILPT has both the time and flexibility to execute on deleveraging strategies because it has no debt maturities for almost 5 years. In OPI, despite the challenges seen across the office sector, we were pleased with same-property cash basis NOI growth and continued leasing momentum as we facilitated 606,000 square feet of new and renewal leasing, including a new lease for 84,000 square feet to anchor its life science development project in Seattle, Washington. Overall, OPI's 90.7% portfolio occupancy continues to lead the industry, and its balance sheet remains well positioned with $629 million of total liquidity and no senior notes maturing until midyear 2024. At SVC, FFO doubled from prior year levels while EBITDA increased 26% year-over-year, both a reflection of the continued benefits of SVC's portfolio diversification and further improvements in lodging fundamentals. SVC's lodging operating improvements were most pronounced within the full-service portfolio, which benefited from strength across major coastal and destination markets as well as the continued recovery of urban full-service and suburban select-service hotels. Additionally, SVC's service retail assets, led by its leases with TA, continue to perform solidly with occupancy at 98% and rent coverage increasing sequentially to 2.9x as of September 30. This positive operating momentum helped support SVC's decision to reinstate its normal quarterly dividend at $0.20 per share, which represents an FFO payout ratio of only 37%. This decision was driven by SVC's continued improvements in portfolio operating metrics, coupled with available liquidity of over $800 million, including over $100 million of cash and over $700 million of undrawn amounts on its revolving credit facility. At DHC, this quarter saw same-property cash basis NOI and their office portfolio segment increased 4.7% year-over-year and 1.2% sequentially. As it relates to DHC's senior living portfolio, while inflationary pressures continue to impact operating costs, occupancy improved 110 basis points sequentially, which was DHC's sixth consecutive quarter of occupancy growth. We are confident in DHC's ability to both refinance any upcoming debt maturities and continue investing in its senior living communities because DHC is well capitalized with over $800 million of cash as of September 30. To conclude, I'd like to reaffirm our confidence in the ultimate recovery of our managed equity REITs, as we help them navigate these turbulent markets. I also believe it's important to reinforce our alignment with our REIT shareholders, as RMR's revenues and cash flows are directly impacted by changes in our managed equity REIT share prices. To put this in perspective, if we close the gap between enterprise value and the historical cost of our managed equity REITs' underlying assets, we would generate approximately $60 million of incremental revenues annually. Additionally, our incentive fee structure with the managed equity REITs further aligns us with shareholders because the only way we can earn incentive fees is if we exceed each REIT's respective peer group shareholder return. While we do not expect to earn incentive fees in calendar year 2022, we remain optimistic that the strategic steps we are taking across our clients will improve total shareholder returns and, in turn, increase the likelihood of receiving incentive fees in the future. While we appreciate the stability our managed equity REITs provide us, we also continue to pursue external opportunities to grow and diversify our platform. This past fiscal year represented another transformative year for the organization with AUM increasing $4.6 billion and, most importantly, private capital AUM growing to $3.9 billion. Access to private capital gives RMR an additional path for continued growth, especially during times like these with pronounced market volatility. As I have said on prior calls, given the current economic environment, I expect there may be unique opportunities to take advantage of in the market that will benefit our platform for years to come. With $190 million of cash and no debt, we remain well positioned to do just that. I'll now turn the call over to Matt Jordan, our Chief Financial Officer.

Thanks, Adam, and good morning, everyone. For the fourth quarter, we reported adjusted net income of $9.4 million, or $0.57 per share and adjusted EBITDA of $29.5 million, with both of these measures being in line with our quarterly guidance. Total management and advisory service revenues were $52 million this quarter, which was almost $5 million higher on a year-over-year basis, though down approximately $1 million sequentially. The sequential quarter decrease was primarily attributable to enterprise value declines at the managed equity REITs due to deleveraging and share price declines, partially offset by increases in construction management fees. As it relates to our construction and development efforts across the platform, this past quarter, we oversaw approximately $116 million in directly managed projects, which brought the cumulative fiscal year capital oversight to over $350 million. Looking ahead to next fiscal year, we expect this direct oversight to expand and, in aggregate, approach almost $500 million. For the first fiscal quarter of 2023, we expect to generate between $49.5 million and $51.5 million of management and advisory service revenues based on the current enterprise value at our managed equity REITs and normal seasonal declines at some of our managed operating companies, both of which are expected to be partially offset by continued growth in construction management fees. Turning to expenses. Recurring cash compensation this quarter was approximately $31.6 million after excluding $2.6 million from our annual true-up to RMR's discretionary bonus program paid each September. This quarter's recurring cash compensation represented a decline of approximately $500,000 on a sequential basis due to favorable headcount mix and vacation utilization. As it relates to our discretionary bonus program and the resulting annual true-up that was recorded this quarter, throughout the fiscal year, we accrued at a rate that reflected our best estimate of where the discretionary program would land. In response to continued wage inflation and labor scarcity, actual bonus payments for the fiscal year came in higher than our estimated range. Looking ahead to next quarter, we expect recurring cash compensation to be approximately $34 million with the increase from fourth quarter levels primarily due to annual merit increases that were effective October 1. The success of this organization and the ability to focus on strategic growth opportunities requires continued investments in our people. While wage inflation will continue to be a headwind, we continue to seek out ways to mitigate further cost increases via technology, secondary hiring locations and select outsourcing solutions. G&A costs of $8.5 million this quarter were flat sequentially. We are projecting G&A costs to be approximately $9 million per quarter in fiscal 2023, which reflects some incremental third-party costs to support the growth in our construction oversight as well as the investments we are making in strategic technologies. We closed the quarter with almost $190 million in cash. And given the rising interest rate environment over the last few months, we generated interest income this quarter of approximately $900,000 and expect this to continue into future quarters. Aggregating all of the prospective assumptions I previously outlined, next quarter, we expect adjusted earnings per share to range from $0.51 to $0.53, and adjusted EBITDA should range from $25 million to $27 million. That concludes our formal remarks. Operator, would you please open the line to questions?

Our first question will come from Bryan Maher with B. Riley FBR.

Two questions from me this morning. First of all, thanks for that outlook, particularly on the construction oversight for next year. I think you said $500 million in projects. With 20 Mass Ave and Seattle winding down in the second quarter, how should we expect that $500 million to kind of flow through the year? Or do you have some pretty big projects behind that in the back half of next year?

Bryan, the $500 million is fairly ratable. And you're right, it will transition from OPI spend. And I think you'll see more of that spend start occurring at DHC and SVC due to senior living and hotel renovations and the projects they've embarked on and I think they've each publicly spoken to. So I think you'll see the $500 million occur at $130 million to $120 million a quarter and generate about $5 million in construction management fees each quarter.

Okay. And then maybe for Adam, when you're talking to your private capital partners or prospects, are you getting a sense of what their appetite is for 2023 when it comes to acquisitions and investments? And kind of how are you and they thinking about commercial real estate in general over the next 12 to 18 months? So I'm not really talking about RMR specifically, but as it relates to growth within the managed REITs or within the private capital or with beefing up the JVs.

Thank you for the question, Bryan. You're correct that we maintain regular communication with various capital providers. We have a few existing relationships, predominantly with sovereign wealth funds. Generally, these groups are still keen to invest, especially as they view current market dislocations as opportunities due to the substantial capital they have set aside for commercial real estate investments in the United States. There are some concerns about aligning price expectations, but they continue to deploy capital, with an emphasis on stability as we head into 2023, which may see a stable yet potentially higher interest rate environment, leading to steadier cap rates. They're preparing to invest significant capital, and we’ve discussed these aspects with them. The types of assets they prefer remain largely similar to previous interests, including industrial, warehouse, and multifamily properties, with specific segments like cold storage and data centers falling under warehouse interests. They are also considering specialty sectors like student housing, life sciences, and medical office buildings within the office category. However, apart from sovereign wealth funds, there’s a sense of caution among endowments, pension plans, and family offices. They are more inclined to adopt a wait-and-see approach as interest rates reach their peak. In contrast, the sovereign wealth funds we primarily work with are eager to invest, which presents significant opportunities for us in expanding existing joint ventures and forming new ones as we move into 2023 and beyond. As for the managed REITs, there is a $60 million revenue gap between our current share pricing and the potential earnings from management fees, exclusive of incentive fees. Therefore, we are focused on enhancing the operational performance and balance sheets of these companies to position them for better performance in 2023 and 2024, highlighting the partnership between RMR and those REITs. That is our main priority.

Our next question will come from Kenneth Lee with RBC Capital Markets.

Wondering if you could just share your thoughts on how you view share repurchases within the context of capital allocation plans for RMR.

Sure. So in terms of returning capital to shareholders, we have biased ourselves a little bit towards dividends over share repurchases. That's not to say that we couldn't do a share repurchase in the future. I would also say that we talked about this in meetings with prior investors and on calls, we're still very focused on maintaining significant liquidity to take advantage of opportunities that may present themselves. We are in a, clearly, in a dislocated market environment. We're probably going to be there for some period of time. Whenever there's this type of dislocation, there's typically opportunities for companies, and we hope that there could be an opportunity for us to maybe expand our platform through some sort of strategic M&A that may present itself in this type of environment that may normally not present itself. And so we're just trying to, especially over the next coming quarters, stay pretty liquid. And so we can be in a position to pounce on those sorts of opportunities if they present themselves. That's really how we're thinking about capital allocation. We currently have a regular dividend. It's well covered at around 50% of our, call it, distributable earnings. And so there could be opportunities to do something there. But in terms of specifically your question, stock buyback, it's not top of mind. It's not something I take off the table ever, but it's not top of mind of what we're thinking about today.

Got you. That's very helpful there. And then one follow-up. And this is just a follow-up on the question for the managed equity REITs, and you touched upon this. It sounds like some of the key factors that could drive potential improvements in the share prices in the near term for the managed equity REITs is going to depend on operational improvements in the REITs. Is this something that you view sort of like a multi-quarter kind of time frame? Just wondering if you could just talk a little bit more about a couple of like either milestones we can look forward to. Or what are you looking forward to help drive improvement in the managed equity REITs share prices in the near term?

Sure. It's a combination of improving operating performance and addressing some balance sheet issues at the REITs. I can quickly go through each REIT. SVC, our largest REIT, is likely the furthest along in its recovery. We have reinstated the dividend and are optimistic about increasing it moving forward. The funds from operations payout ratio is quite low, less than 40%, around 37% based on Q3 numbers. There is significant room to grow that dividend, especially as we continue to see improvements in the operating performance of the hotels in that portfolio. This has been consistent for several quarters now. As this progresses, I believe it will lead to further improvement in the stock price. As a management team, our primary focus is to operate the companies effectively. If we perform well, and they exceed operating metrics, we trust that the share price will eventually reflect that. Regarding DHC, it’s primarily an operating issue that is taking longer than anticipated. The recovery in senior living is slower across the industry, coupled with some unique challenges specific to our portfolio related to AlerisLife's performance. There have been many management changes at AlerisLife recently, and efforts are being made to stabilize operations. I believe we will see the benefits of these changes in improved performance in the senior living sector at DHC in the coming quarters. For ILPT, the portfolio is not facing operational issues, as it is performing exceptionally well and is 99% leased. We achieved a significant rent increase of about 77% last quarter. However, it remains a balance sheet issue, and we need to reduce our leverage. The current market conditions make it challenging to do so until interest rates stabilize. Once the Federal Reserve's terminal rate is established, it should serve as a catalyst for addressing the balance sheet at ILPT more effectively. OPI’s balance sheet is solid, and its performance is on par with or better than its peers. However, it faces challenges as an office REIT amidst significant changes in demand for office space and concerns regarding the age of office buildings. We are actively addressing these issues, having undertaken redevelopments and capital recycling to enhance the portfolio over the last few years. We've sold over $1 billion worth of assets at OPI, using the proceeds to pay down debt or acquire newer Class A office buildings that are well-positioned for leasing. Additionally, we recently signed a lease in Seattle for a building we've converted into a life science complex, which I believe will be a successful case study in retrofitting existing office spaces for better returns. In summary, all four REITs have unique challenges, but we have strategies in place to improve their operating performance and balance sheets, which we believe will lead to better shareholder performance. As RMR, our compensation is tied to these share prices, including our base management and incentive fees, so we are fully committed to enhancing the performance of these businesses.

It appears there are no further questions. This concludes our question-and-answer session. I would like to turn the conference back over to Adam Portnoy for any closing remarks.

Thank you all for joining us today. Operator, that concludes our call.

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