The RMR Group Inc.

Good morning and welcome to the RMR Group Fiscal Third Quarter 2024 Earnings Conference Call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's remarks, there will be an opportunity to ask questions. To ask a question, you may press star then one on your touchtone phone. To withdraw your question, please press star then two. Please note that this event is being recorded. I would now like to turn the call over to Kevin Berry, Senior Director of Investor Relations. Please go ahead.

Good morning, and thank you for joining RMR's third quarter of fiscal 2024 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 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, August 2, 2024, 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, 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, Kevin, and thank you all for joining us this morning. Yesterday, we reported third quarter results that were in line with our expectations, which included adjusted net income per share of 37 cents, distributable earnings per share of 45 cents, and adjusted EBITDA of $21 million. Our quarterly dividend remains well covered with a payout ratio of approximately 70%. We believe these results continue to underscore the durability of the RMR platform. As a highly scalable alternative asset manager, RMR's recurring management fees have provided stability to our business for over 35 years. We have evolved throughout our history to changing industry conditions and market cycles while generating strong cash flows with limited ongoing capital needs. Assets under management of $41 billion reflects a broadly diversified portfolio across all major real estate sectors with investments in both equity and debt and managing both public and private vehicles. Adding to the foundational stability of the business, our balance sheet remains strong with substantial cash on hand and no corporate debt. At a macro level, over the past few years, valuations have declined across the U.S. real estate industry as the Federal Reserve took aggressive action to combat inflation. Clearly, this dynamic has adversely impacted the enterprise values of our public clients and, as a result, weighed on RMR's base management fees. Fortunately, inflation continues to ease, and there is once again growing investor consensus that the Fed will begin to reduce interest rates in the coming months. This favorable shift in sentiment bodes well for the real estate industry and our clients. Along those lines, over the past few months, we began executing on strategic initiatives to best position RMR to capture the significant opportunity that exists within the private capital markets. with a near-term emphasis on real estate credit and multifamily housing. First, we recently started fundraising for our previously announced private debt vehicle that utilizes the expertise and strong track record of our existing real estate lending platform, Tremont Realty Capital. Our initial objective is to seed a portfolio with gross investments of approximately $100 million in middle market and transitional bridge loans. To that end, in July, we closed two floating rate mortgage loans with aggregate commitments of $67 million, secured by hotel and industrial properties. Initially, we are funding these loans with cash on hand, although we expect to lever the loans this quarter at an advance rate of approximately 75% via a master repurchase facility with one of our banking relationships, which will keep RMR's net cash outlay at less than $20 million. With leverage, we expect these loans to generate returns in the mid-teens. Looking ahead, as third-party investors are identified through our fundraising efforts, a substantial majority of the equity investments we are making in these loans are expected to be repaid, and the loan portfolio and related repurchase facility will shift off RMR's balance sheet. Our second initiative is focused on expanding the RMR residential platform, which will simultaneously help move that platform closer to our initial underwriting and overall profitability. We continue to have conviction that the U.S. multifamily market is primed for long-term growth, supported by an overall shortage of housing, the high cost of home ownership, and favorable demographic tailwinds for the Sunbelt market. which is where RMR Residential has extensive operating experience. I'm pleased to report that this week RMR Residential closed its inaugural multifamily investment with the acquisition of a 240-unit garden-style community in Denver for approximately $70 million. The acquisition, which is value-added in nature, was made with a combination of cash on hand and a $46.5 million five-year fixed-rate interest-only mortgage. RMR's total equity commitment, inclusive of transaction costs, will be approximately $25 million. The property is expected to generate returns to investors in the high teens based on the opportunity for operational upside, including future rent growth. While RMR acquired this multifamily investment utilizing our balance sheet, in the coming months, we plan to syndicate the majority of the equity in this acquisition, with RMR remaining as the general partner. As a result, once this equity is syndicated, the investment and its associated debt will move off balance sheet for RMR. Our current multifamily investment pipeline reflects an increase in both on and off market deals. We currently have over 125 deals in various stages of review that we hope to capitalize on now that we have demonstrated RMR Residential is, again, an active market participant. Beyond our strategic initiatives, we remain focused on assisting the managed equity REITs with the execution of their operational and financial strategies in an effort to maximize their long-term performance. During the quarter, we arranged 1.2 million square feet of leasing and executed over $1.8 billion of new financings on behalf of our clients, turning to a few highlights across the managed equity REITs. OPI is intensely focused on executing on strategic strategies to address its upcoming debt maturities, as well as navigating the ongoing challenging office market conditions. Since the beginning of the year, OPI has completed $1.3 billion of secured financings, including a debt exchange in June that reduced total debt by nearly $300 million and reduced their upcoming 2025 debt maturity to approximately $500 million. We continue to evaluate all possible strategies to address OPI's debt maturities along with OPI's third-party advisor, Mollis and Company. Last night, DHC reported strong quarterly results reflecting continued momentum within their shop segment in double-digit rent growth from leasing activity in the medical office and life science segment. DHC's shop portfolio generated a same property cash basis NOI increase of 27% on a year-over-year basis driven by improved occupancy and a continued focus on operating expenses. As you will hear later today, DHC's management remains laser-focused on driving long-term shareholder value through targeted capital investments in underperforming communities, strategic operator transitions, and property sales. SVC will not report earnings until next week, limiting what we can discuss today, although I do want to highlight some recent capital markets activity. In June, SVC closed $1.2 billion of senior guaranteed unsecured notes, including $700 million of five-year notes and $500 million of eight-year notes. SVC used the proceeds from this offering and cash on hand to fully redeem its 2025 debt maturities, which leaves SVC virtually free of any debt maturities until 2026. In closing, RMR's business remains strong, with stable recurring revenues, a diversified client roster, and a solid balance sheet. We are taking actions necessary to best position our clients to navigate the current economic environment and challenges in the real estate sector, while advancing private capital initiatives to drive future growth and create long-term value for RMR and its shareholders. With that, I'll now turn the call over to Matt Jordan, Executive Vice President, and our Chief Financial Officer.

Thanks, Adam. Good morning, everyone. For the third quarter, we reported adjusted net income of 37 cents per share, adjusted EBITDA of $21 million, and distributable earnings of 45 cents per share, all of which were in line with our expectations for the quarter. Recurring service revenues were $49 million, a decrease of approximately $700,000 sequentially, primarily due to expected declines in management fee revenues from our managed equity REITs, partially offset by seasonal improvements in Sinesta-related management fees. Next quarter, we expect recurring service revenues to be down slightly at an expected range of $47.5 to $49 million. This range assumes enterprise values at our managed equity REITs stay at their current levels and construction volumes slow further as our clients thoughtfully manage capital spending. turning to expenses. Cash compensation was approximately $45 million, an increase of $863,000 sequentially, which mainly reflects the impact of a favorable bonus drew up last quarter, offset by seasonal vacation usage. Looking ahead to next quarter, we expect cash compensation to decline to approximately $44 million. This projected decline reflects the tough decision we made in June in light of the continued challenges within the real estate sector to selectively make headcount reductions that will generate $4 million in corporate-level annual cost savings. Consistent with this quarter, we expect our cash reimbursement rate to remain at approximately 50.5% going forward. Recurring G&A expenses this quarter are $11.2 million, which represents our expectation for next quarter as well. I would also like to highlight the expected financial impacts to RMR of the strategic transactions Adam highlighted earlier. First, as it relates to the Denver value-add multifamily investment, while RMR owns 100% of this asset, we are expecting the investment to contribute approximately $250,000 per quarter in pre-tax income and over $750,000 in adjusted EBITDA per quarter on a run rate basis, or the equivalent of a 12.5% cash-on-cash return. Secondly, as it relates to the mortgage loans we closed in July, We expect those loans to contribute approximately $600,000 in pre-tax income and adjusted EBITDA per quarter on a run rate basis, which represents cash on cash returns of approximately 14%. Aggregating these collective assumptions, next quarter we expect adjusted earnings per share to range between 37 and 39 cents per share using a share count of 16,500,000 shares, adjusted EBITDA to range from 21 to $22 million, and distributable earnings to range from 47 to 49 cents per share. In closing, we end the quarter with over $200 million in cash and no corporate debt. After giving consideration to the strategic transactions outlined earlier and the fact that annual bonuses are paid each September, we still expect to end next quarter with approximately $150 million of cash, providing us ample flexibility to continue investing in strategic growth initiatives. That concludes our formal remarks. Operator, would you please open the line to questions?

Thank you. And we will now begin the question and answer session. To ask a question, you may press star then 1 on your touchtone phone. If you're using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then 2. And at this time, we'll pause mentally for the first question. And our first question today will come from Brian Maher with the Riley security.

Please go ahead. Um, thanks. Just a couple for me this morning. When you talk about the 125 deals that are in various stages of looking at, can you maybe break down with a little bit more granularity, you know, what type of deals those are maybe, you know, by asset type, you know, region of the country, country, et cetera.

Sure, Brian. Good morning. Basically, you know, those 125 deals generally fit the criteria of value-add, multifamily investments, similar dynamic or characteristics to the investment we made in Denver. They typically, you know, they're primarily in the Sunbelt markets, again, leveraging the expertise of the RMR residential platform, which is that's where they have their $5 billion-plus of assets that they're currently managing sort of throughout the Sunbelt. so you know it's mostly value add it's uh sunbelt multi-family uh typical you know garden style community real uh apartment complexes and what is the motivation of the sellers that you're you're coming across on these deals uh a lot of it can be um Debt maturity can drive a lot of it. That's actually what drove the transaction that we put on our balance sheet and really created in some ways an opportunity because we had to close on a very specific shortened timeframe in order to meet the seller's need to repay debt. And that actually opened up an opportunity for us. That's the most typical sort of driving factor. The other thing is it could be a property that is not quite through its business plan to renovate and improve the operations or the cash flow and the landlord is becoming cash constrained for some reason and so they're looking to offload the property sort of earlier than they probably would have liked to because they've become cash constrained. A little bit of forced selling, I would say, is what you're seeing. We do see, you know, part of the challenge for the team is that there's a lot of potential sellers that are exploring the market, meaning they get BOVs, they hire brokers, they explore, they get first-round bids. They may even get second or third round bids, and then they pull back. They decide not to transact. So, unfortunately, it's also hard to know if somebody actually will transact when they put a property out.

Thanks for that. Just shifting gears, I don't think I heard you say anything about ILPT in your prepared comments. I'm not sure if that was intentional or not, but it would seem to me with the sharper decline in interest rates, you know, fairly recently and including today, that that's really, you know, despite the fact that we know it's over levered and we're waiting for a JV opportunity, et cetera, but it seems to me like sharply lower interest rates on, you know, an entity that's got great fundamentals, great assets, but just kind of suffers from the leverage and the interest expense, that that's got to start to tee up maybe some opportunity on that managed REIT. Do you have any thoughts there that you could add?

I largely agree with everything you said, Brian. I think lower, you know, maybe all of our REITs, all of our businesses are going to benefit from lower interest rates. But you're right to specifically highlight IOPT. You're right. We didn't talk about it in the prepared remarks earlier. But you're right to point out that lower interest rates will definitely have an outsized impact on that company because of the high amount of leverage it has and debt it has. As those interest rates come down, it really will have a positive impact. Not only the cash flow, but our ability to refinance out of the existing debt in more favorable terms. So you're right, that company, IOPT, has great tailwinds. Fundamentals are very strong. Occupancy is very high. Rolling up rents as they come due. So we're, you know, it's a company that is naturally deleveraging just from rent roll. and increasing cash flow from that. And if you can add an extra boost of lower interest rates on top of it, you're right, that company is well positioned to benefit maybe in an outsized manner from lower interest rates.

Thanks. And just last for me, maybe for Matt, you know, when I look at the adjusted EBITDA margin on page 20 of the presentation, you know, we see this kind of decline, you know, from 49-ish to 41-ish. percent. Do you think that lower 40s is the new run rate on adjusted EBITDA margin, or are the efforts that you've taken with some headcount reduction and other things going to drive that back up to some degree? And that's all for me.

no we brian we definitely want to get back to uh what we're used to in the 50 range i think the cost containment measures will clearly help but the big driving force right now is the rmar residential business and the acquisition we did last year is a break-even business right now so you've got five to six million dollars of revenue each quarter that is zero margin business. And that's driving those margins down to the low 40s right now. So I am very hopeful this is temporary as markets rebound and transaction volumes come back later this year, that that business will return to profitability, and you'll see those margins go back to what you're used to seeing for RMR. Great. Thank you.

Ed, once again, if you would like to ask a question, please press star, then 1. Our next question will come from Ronald Camden with Morgan Stanley.

Please go ahead. Hey, just two quick ones for me. Back to the multifamily pipeline, the 135 deals, but any sort of thoughts on just in terms of dollars out the door, what that could look like this year, what you're going to keep on balance sheet? And I think you said in the opening comments, returns are sort of in the teens. Is that sort of the right range that we should be thinking about going forward? Thanks.

Sure, so with regards to the multifamily investments going forward, yes, in terms of the return profile, you know, those, they are value-add investments where we expect to get, you know, outsized returns on because we're adding value in terms of repositioning the property and getting higher rents. And so... I think that's clearly sort of the sweet spot for us. And as Matt highlighted, you know, on a cash-on-cash basis, it's generating on an EBITDA, you know, 14% to the bottom, you know, to contribution to RMR as a whole. In terms of the pipeline, the 125 deals, it's a little hard to peg how many we're going to be able to do this year. It's a little bit If we have to continue to put them on our balance sheet and then syndicate afterwards, the pace will be slower than if we are fortunate enough to be able to syndicate the equity prior to putting it on our balance sheet. And that might be a very nuanced answer. But basically what happened with the Denver deal, and I'll give you some context here, is we really had an opportunity because I said before in answering the other question that we had debt coming due, so we had a very motivated seller. We had a very fixed time frame. Because of that, we had a shortened period of time to syndicate the equity. And so we ended up, because we thought it was such a strong investment, we just said, look, let's be opportunistic. Let's just take it down on our balance sheet. We'll syndicate afterwards. That uses up capacity at RMR. We're confident we'll be able to syndicate it, but going forward, I would imagine that most deals will be syndicated before we actually close. So the more we're able to syndicate deals prior to closing, the higher the volume is. If we end up having to close them like this, and it might be that we end up closing one or two more deals, you know, having to use our balance sheet, because of just the natural constraints of the balance sheet and how much cash we have, we won't be able to do as much. You know, so I would put the range, and this is going to be a wide range, you know, it's somewhere between two and ten more deals that we could do. depending on whether we're putting them on balance sheet and then syndicating afterwards or whether we are able to syndicate it prior to closing. That really drives the velocity more than anything else.

Helpful. And then if I could twist gears on the lending ventures, two deals, $40 and $27 million, maybe can you, any comments on the pipeline there and sort of opportunities? And again, same question, just In terms of getting volumes through to the door, what's a good sort of run rate we should be thinking about?

Yeah, so that's a little bit different situation. What we're doing there is we're actually seeding a fund that we are actually out in the market, you know, talking to LPs about. And we think since this is our first private fund focused on lending, real estate lending, Given it's a crowded market for lending and we're attuned to what's happening in the market, what differentiates us is that we actually have a portfolio of loans that an investor can underwrite and invest into. We think this will benefit us and make it more likely that we are able to raise the money and not only raise the money but raise it faster. I give you all that history because We don't need to have a large pool of loans on balance sheet. I think we're thinking somewhere between two to four. We already have two, so maybe there's another two we put on the balance sheet, which again, very focused on seeding, having a seed portfolio that LP investors can then underwrite and then accelerate, you know, the fundraising around that strategy. So I don't see us, you know, the short answer is I can't imagine it will be more than two more loans and it may just be one more loan we end up putting on the balance sheet, you know, over the next six to nine months.

Helpful. That's it for me. Thank you.

And this will conclude our question and answer session. I'd like to turn the conference back over to Adam Portnoy, President and Chief Executive Officer, for any closing remarks.

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

The conference is now concluded. Thank you for attending today's presentation, and you may now disconnect your lines at this time.