Q1 2024 RMR Group Inc Earnings Call

Participants

Kevin Barry; Senior Director, Investor Relations; RMR Group Inc.

Adam Portnoy; President & CEO; RMR Group Inc.

Matt Jordan; Executive Vice President, CFO & Treasurrer; RMR Group Inc.

Bryan Maher; Analyst; B. Riley Srcurities

Tyler Batory; Analyst; Oppenheimer

Ronald Kamdem; Analyst; Morgan Stanley

Presentation

Operator

Good morning and welcome to the RMR Group Fiscal First Quarter 2024 earnings 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. If you ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. Please note that this event is being recorded. I would now like to turn the conference over to Kevin Barry, Senior Director of Investor Relations. Please go ahead.

Kevin Barry

Good morning, and thank you for joining RMR's first quarter of fiscal 2024 our conference call. With me on today's call, our President and CEO. add importantly, Chief Financial Officer, Matt Jordan, in just a moment, they'll provide details about our business and quarterly results, followed by a question and answer session. I would 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, February 8, 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 w. w. w. dot RMR Group.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, 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, distributable earnings, adjusted EBITDA and the calculation of adjusted EBITDA margin can be found in our financial results.
I will now turn the call over to Adam

Adam Portnoy

and Kevin, and thank you all for joining us this morning. Before providing an update on our first quarter results, let me first discuss the macro commercial real estate environment. There is no question, the commercial real estate has been under pressure since the Federal Reserve began raising interest rates in early 2022.
The higher cost of capital has resulted in significant headwinds to property values and a deterioration in capital markets activity. However, as I sit here today, we are currently seeing positive signs as the US economy continues to perform well with strong GDP growth, a healthy labor market in declining insulation with anticipated interest rate cuts later this year, we believe we are entering a generally more favorable environment for commercial real estate.
Looking across our diversified portfolio. I also see several encouraging trends, and we are highly confident in the strength, diversity and durability of our platform and the opportunity for our clients to benefit as the commercial real estate sector normalizes.
Turning now to our quarterly results. Rmr reported a strong first quarter that reflects the continued strength and stability of our operations through all real estate cycles, we delivered sequential growth and adjusted earnings per share that exceeded the high end of our guidance. This quarter, we reported distributable distributable earnings of $0.53 per share adjusted EBITDA of $25.3 million and adjusted EBITDA margin of 52.1%. Our results also continue to demonstrate the strong alignment between RMR and our clients we remain focused on assisting our clients with the execution of their business plans and expect to capitalize on the significant upside that exists from a possible recovery and share prices at some of our publicly traded clients.
To put this into context, all of our managed equity reads are paying base business management fees on an enterprise value basis, given the depressed levels of the stock prices, we have a total annualized revenue opportunity of more than [$16 million] as we work to close the gap between enterprise value and the historical cost at our managed equity REITs this end. During the quarter, all of our perpetual capital clients achieved double digit percentage growth in the share prices, supported by recent actions we have taken at RMR which helped drive this quarter's revenue growth at RMR.
In mid-December, we successfully closed the Cal multifamily platform acquisition. The acquisition adds approximately 500 real estate professionals with deep residential market knowledge value, add real estate experience and long-term relationships with a number of high-quality global institutional partners.
As of December 31, the carrier business, which we are now calling RMR residential consisted of $5.5 billion of assets under management at 66 properties with more than 21,000 units, largely low created located across the Sunbelt as a result of this acquisition, total AUM at RMR grew more than 15% sequentially this quarter to over $41 billion and private capital AUM now represents more than [$13 billion] or approximately 32% of our total AUM.
We are especially proud of these metrics, given that private capital assets under management was close to zero just over three years ago and growing this part of our business has been a strategic objective for the company for the last few years. We believe there is significant long-term growth to be realized by RMR residential in the future.
More specifically, our current general partner fund or Fund seven, which we assumed as part of the Carlyle acquisition, has approximately $200 million in available equity capital remaining, which equates to approximately [$3 billion] of gross acquisition capabilities and residential properties in terms of expectations for deployment of this capital, while residential transactions have remained subdued, bid-ask spreads are tightening and general market expectations are turning cautiously optimistic for more residential active transaction activity as the year progresses.
Accordingly, our financial expectations for the residential business are muted in the first half of the calendar year before an expected significant increase in contributions to EBITDA and distributable earnings in the second half of the calendar year.
Looking beyond RMR residential, we ended the quarter with more than $200 million of cash and no corporate debt, giving us the flexibility to continue evaluating growth opportunities to build on our existing capabilities, expand RMR's private capital AUM and create long-term value for our shareholders. As a reminder, we are limited as to what we can discuss this quarter regarding our publicly traded clients as we are reporting results in advance of them.
With that said, I wanted to highlight some public announcements of note across our clients. In December, DHC made significant progress towards strengthening its financial profile, issuing [$941 million] of zero coupon bonds notes generated net proceeds of approximately [$732 million] that was used to repay all of DHC.'s 2024 debt maturities. Importantly, this financing puts DHC back in compliance with its debt covenants and positions the Company to access lower cost GSE financing in the future with ample liquid liquidity and a fully unencumbered SHOP portfolio.
Dhc is in an excellent position to continue funding the necessary capital and drive the recovery in its senior living communities. Opi has also taken significant actions to address its debt maturities and successfully execute new financings despite tougher market conditions that remain especially challenging for office owners.
Last month, OPI closed new secured financing facilities for [$425 million] with a group of 19 banks replacing its previous unsecured revolver. Additionally, last night, OPI priced a five-year [$300 million] senior secured bond offering and announced the redemption of its [$350 million] senior unsecured notes maturing. This may. These recent successful financings at OPI. within a difficult market backdrop for office reached speaks to the strength of OPI.'s assets and RMR's management as well as positions OPI. well going forward.
Lastly, our mortgage rate Seven Hills Realty Trust has continued to generate outsized returns for its shareholders during a period when banks have broadly pulled back on commercial real estate lending, Seven Hills has remained active. The strength of its loan book and strong investment returns have contributed contributed to a total shareholder return of more than 60% in 2023. We believe our lending platforms, underwriting and asset management capabilities are best in class and something we can ultimately leverage to expand our private capital assets under management in the future.
In closing, we are off to a strong start in 2024. We are taking meaningful actions to position RMR and our clients for long-term growth and deliver increased value for our stakeholders. We look forward to updating you on our ongoing process throughout the year.
With that, I'll now turn the call over to Matt JORDAN, our Executive Vice President and Chief Financial Officer, who will review our financial results for the quarter.

Matt Jordan

Thanks and good morning, everyone. For the first quarter, we reported adjusted net income of $0.49 per share, adjusted EBITDA of $25.3 million and distributable earnings of $0.53 per share. Our results exceeded the high end of our guidance, primarily due to construction management fees coming in stronger than expected, as well as improvements in the enterprise values of certain of our managed equity REITs that Adam highlighted earlier, we closed the Cowal acquisition on December 19.
While we remain excited about the long-term contributions of the acquisition to our platform for calendar 2024. We expect earnings accretion from RMR residential to begin in the back half of the year, given the lack of transaction volume across the residential real estate sector. Our residential platform is built to manage far more than its current $5.5 billion in AUM, which will result in breakeven results for the first six months of calendar 24.
Turning to this quarter's results, recurring service revenues for the quarter were [$46.2 million], which was up almost [$900,000] sequentially. This increase exceeded our expectations, primarily due to enterprise value improvements at our managed equity rates and increases in construction management activity within SBC hotel portfolio. As it relates to next quarter, based upon the current enterprise values of our managed equity rates, projected declines in construction volumes and approximately $5.5 million in RMR residential revenues. We expect service revenues to be between [$48 million and $50 million].
Turning to expenses, cash compensation this quarter was approximately [$34.8 million], an increase of $456,000 sequentially due to annual merit increases that were effective October first and [$1.5 million] in compensation related to the partial month impact of RMR residential, partially offset by strategic actions we've undertaken over the last 12 months to streamline our operations.
Looking ahead to next quarter, we expect cash compensation to increase to approximately [$45 million] inclusive of RMR residential, the first calendar quarter of each year is always our highest level of compensation as payroll tax and for one k. contributions reset each January first, in the first quarter, our cash compensation, our cash compensation reimbursement rate was 48.4%.
With the addition of RMR residential, our cash reimbursement rate is expected to increase to approximately 50% next quarter. G&a costs of [$9.5 million] were higher than projected due to increases in third party costs to help support the sizable increase in construction activity we experienced this quarter with the inclusion of ARMOUR Residential G&A should be approximately $10 million next quarter, aggregating all the assumptions I previously outlined and factoring in $0.04 per share from the adverse impacts of lower interest income and $800,000 of incremental amortization resulting from purchase accounting next quarter, we expect adjusted earnings per share to be approximately $0.40, with the increased levels of non-cash impacts to our earnings, we believe adjusted EBITDA and distributable earnings are becoming our most important measures. Next quarter, we expect adjusted EBITDA to range from [$21 million to $22.5 billion] Finally, as it relates to distributable earnings next quarter, we expect it to be closer to historical averages and range from $0.48 to $0.51 per share. That concludes our formal remarks. Operator, would you please open the line to question?

Question and Answer Session

Operator

We will now begin the question and answer session to ask a question. You may press star then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time we will pause momentarily to assemble our roster. Sir, first question comes from Bryan Maher with B. Riley Securities. Please go ahead.

Bryan Maher

Thank you, and good morning, Adam and Matt. Maybe maybe to start on a big picture basis. Adam, you touched upon this early in your prepared comments. We ran an article last week. I guess it was in Barron's on a large real estate PM. Runs [$80 billion], talking about how whereas 2024 still faces challenges, they see our recovery in 2025 seems to be somewhat consistent with what you started off the call with. Can you give us a little bit more color on what kind of green shoots you're seeing out there to give you that positivity, sir, thank you for that question.

Adam Portnoy

Brian, I think that is correct. I think that the biggest positive impact that can happen for real estate is it reduction in interest rates and then maybe the second biggest positive that can happen for real estate, especially around office and maybe some pockets of retail real estate is a unfreezing our US filing of Capital Markets and access to capital markets activity I think RMR, we have been very fortunate given the depth of our platform and our experience and relationships throughout the country and Wall Street that we are able to access capital on pretty attractive rates that I think many of our peers would not be able to do given just given our expertise in the area that all being said, I think it's really macro conditions that need to improve.
And I think the fact that I think pretty universally believed is that the Fed is not raising rates anymore, I believe is a pretty robust debate about how fast or when they will reduce interest rates. I think all that is a part is much more positive for commercial real estate. And we have seen just the fact that we were able to get 19 banks to participate in a in a secured financing at OPI. and Office three, yes, OPI. is a strong has a strong portfolio.
It is well managed, but it's still on an asset class that it's heightened scrutiny, no matter where you are in what part of the capital markets with because it's office, the fact in 19 banks came along. So that is also an indication that there is some thawing going on with capital markets. So I see all those as positive signs in terms of fundamentals and operations. Look, I think office leasing activity continues to occur and that is probably the biggest and best sign we have as an organization is that you still see leasing activity occurring and happen, and it's happening on a reasonably compare on a comparative basis to what's happened in the past, equal to that equal to what we saw in the past year.
So we haven't seen a big drop-off in activity in terms of leasing activity in our portfolio. That being said, obviously, vacancy rates generally speaking in office are pretty high, probably the highest they've been in. It certainly generation, if not longer. And so that while we might have a strong portfolio, we're managing it weighs on the entire market and affects rental rates that you can charge and so on.
So the green shoots are really buying, you know, the fact that interest rates aren't going up anymore and they're probably coming down and the fact that capital markets are starting to unfreeze, we expect in the second half of this year, especially to see a lot more transaction volume and we expect to be a significant participant in this transaction volume.
We have a tremendous amount of dry powder that we can use, especially as we bought at RMR residential to put to work there. And we also have opportunities to put capital to work in pockets in other parts of the organization as well. So we're pretty much we're looking forward to the really the second half of the year and being able to really turn our attention to growth in a much more meaningful way.

Bryan Maher

And thanks for that. And just to follow up on RMR residential. I mean, this is kind of new to us, maybe a little bit less so to you. And how should we think about that back half of the year growth? And does that come organically? Does it come from bolt-on acquisitions? And what kind of capital might you need to deploy to get that growth?

Adam Portnoy

So RMR residential, as I said, in my prepared remarks, we inherited or acquired a fund what we call Fund seven. That is a it's a it's a general partnership fund and I won't go into the details but what that means is we have about $200 million of untapped equity there that that fund Life's life on time. Does we have until the end of 2025 to deploy that capital. We have a fair amount of runway two years to put that money out because it's a GP. fund you bring in LPs and you put leverage on that's how you get to the $3 billion of buying power.
So we're that's largely organic and we don't the other areas where I think you could see us grow is in 2024. And as we as we get further into 2025, we are basically setting up really, really well to possibly raise our first true, what I call private capital co-mingled closed-end funds. However, you want to talk about it vehicles, and I think we're gearing up to do that. I think the two areas that we are going to be best positioned to trying to raise a fund around that is going to be in a lot of loan fund or a fund that's basically making loans leverage run.
And then perhaps in residential I think in the residential space, I think we still we have more we have plenty of runway to put money to work under our existing vehicle. And so that's all organic what I just went through, Brian, that's I'm not talking at all about M&A. There were acquisitions. And I think on an M&A front, we have [$2 million] of cash. We have no corporate debt. We will be opportunistic, but we're also very focused at the moment on successfully integrating the RMR residential platform and getting it to be a significant contributor to our earnings and EBITDA in the second half of the year as well as thinking about ways to organically raised funds in strategies that we think will be particularly appealing to investors now anything on.

Matt Jordan

I guess what I would add, Brian, is as we think about back half of the year as some of the timing plays out that Alan touched on, I can tell you, we've engaged with all the partners, the legacy partners. They are committed to continuing to do business with the Carroll team that we've inherited and are really pleased with and the organization can quickly put capital out as that find plays out when we think of their historical rent run rate, which was part of what attracted to us, they've had they can easily do [$1 billion] a year. And in 21, the organization, the legacy organization put [$3 billion] torque. So once this thawing plays out, we believe the partners are very aligned with the team that we've inherited and are happy with the RMR addition. And we think as that line plays out, we can quickly accelerate EBITDA growth at the residential platform.

Bryan Maher

Great. Thank you. That's very helpful. Appreciate it.

Operator

Again, if you have a question, please press star then one next question comes from Tyler Batory with Oppenheimer. Please go ahead.

Tyler Batory

Thank you. Good morning. Just to put a finer point on the RMR residential commentary there, can you talk about the EBITDA contribution from that business this year and longer term out and I think some pretty helpful commentary on you in terms of with the outlook for second half of this year and certainly 25 to 2025 as well on any chance you could be a little bit more specific in terms of putting some some numbers around that and kind of remind us what's your thinking longer term in terms of the financial impact of really ramping up the residential side.

Adam Portnoy

So really in our prepared remarks, you talked about it in the first half of the calendar year, which gets you through June of this year, we expect it to largely be a breakeven business. That's our that's our expectation we did just because it's breakeven, doesn't mean we're out trying to do stuff. We just think as it ramps up. And part of the issue here is where we're sort of restarting a business that has been kind of dormant, unfortunately for about a year and getting its acquisition machine up and running again. And then you have the backdrop of over the last year in the first half of this year, not a lot of transaction activity. We announced transit when we announced the Alm, Carol acquisition, we put out a presentation, I think we talked about $10 million roughly of EBITDA elements of, $11 million to $13 million of EBITDA is what we were expecting as a run rate. I think part of our expectations at the time were twofold. One, we thought we were actually going to close sooner than we did. It took a little longer to close. We didn't close those deals almost the end of the year. We thought we would have done that maybe beginning of the fourth quarter last year and ended up being at the end of the fourth quarter because the other thing that was different than our expectations was the general market conditions continuing to stay very it muted, meaning there wasn't a lot of transaction volume to look at our activity. So it's actually played out that part of the market cycle is taking longer. We are still bullish that this business will generate over $10 million of EBITDA per year. I think that really starts happening. And third and really fourth calendar quarter of 24 is when we say when we are expecting that to really ramp up as we get into 25, I think we will see possibilities of EBITDA even greater than that $10 million for $11 million to $13 million number. I think it really can ramp up as as the business matures as we raise more cash as we put capital out as we raise more third-party capital there as well. So that's sort of the finer point, Matt and others of everything.

Tyler Batory

Okay, great. And my follow-up, just a quick one on the construction fees and why a little bit better than you thought in fiscal Q1?
And what are you expecting next quarter and the rest of the year for that line?

Matt Jordan

Yes, the construction estimating construction activity is never an exact science, whether it be permitting, spend, delays, supply chain. So it's just a matter of things accelerated as we hit the end of the year and that tends to happen for us. And I think many real estate operators people use up their budget as they approach the end of the calendar year. And so it just a number of things fell into place favorably with some hotel renovations that were underway, which was a good thing. And then when you start the year over, it tends to start the hockey stick again, as much as we've tried to minimize that over time, people restart their budgets and certain spend slows down. So next this quarter, we generated about $5 million in construction fees. Next quarter, we expect that to be about $4 million, and then we expect that to ramp back up again as the year plays out, we may not get all the way back to $5 million, but will clearly trend back towards that number as the calendar quarters play out.

Tyler Batory

Okay, very helpful. That's all for me.

Operator

Thank you.
Our next question comes from Ronald Kamdem with Morgan Stanley. Please go ahead.

Ronald Kamdem

Hey, adds going back to RMR residential. So the so is the understanding that you're going to be in the market. Basically the GP is going to be in the market fundraising for LPs. And as that capital gets deployed, that's when the EBITDA starts to ramp in the back half of this year and into 2025? And then do I have that correct? And is can you talk about what the because there was an earn-out?
I think with the with the announcement. Can you talk about how the earn-out sort of factors in what we should be looking at for that third?

Adam Portnoy

Yes. So first off, yes, generally, the way you described. It is how we are thinking about it is that we will be deploying capital as we enter the second half of the year, and that will accelerate more as we get into 25 earn out is based on what we refer to as the Fund seven and deploying that capital and how much of that capital gets deployed by the end of 25 and some different parameters around it?

Matt Jordan

Yes, it's pretty ratably run as the $200 million. The first [$50 million] doesn't count to the earn out, but everything above $50 million starts, that $20 million gets earned ratably from $51 million forward. So it aligns everyone here. We're getting that money out.
And then on the I guess, Ron I can add is that on the EBITDA contribution of deployment, I think it's just important to remind folks on the RMR residential side, how they make money and earn revenue is largely property management, construction management as deals are required and they're a manager. But the big hit to revenues is on acquisition fees. So as that money is deployed and new deals are made in the residential business under the current construct of their GP fund. They're getting about 65 basis points on each acquisition from an acquisition fee. So ramping this business up and putting money out will immediately generate sizable impacts to revenue.

Ronald Kamdem

Got it. And my second question is a two-parter, but it's kind of unrelated. But so Part one is really just on, I think you talked about sort of on private sovereign wealth funds sort of interest, some of the assets. Just curious from your like how are those conversations going with the sovereign wealth fund in terms of some of your assets, are there more opportunities to do JVs and part two, which is unrelated at the EBITDA guidance for for the second fiscal quarter. It's I guess it's $21 million to $22 million or $23 million. Is it dipping all because of the GNA? Or is there anything else we should be?

Matt Jordan

Hi, Philip, I'll take the second part. It's dipping because of the revenue hit. I think this quarter's results speak to the flow through and the power of this platform because we revenues grew so rapidly. We saw almost a direct hit of bottom line benefit and now the inverse is happening next quarter, we have a certain infrastructure construction revenue and construction fees are down the rates. Enterprise values are stable but not increasing. And that has a direct flow through adversely to EBITDA, which is driving the decrease. There's a little bit of cost headwinds but it's really at the revenue line, which is dipping pretty sizably.

Adam Portnoy

With regards to sovereign wealth fund relationships, the company has the existing ones. Those are largely in what I would call core core-plus vehicles, which as you are generating core core plus type return, sovereign wealth funds are in our relationships. And I think generally, given the current environment and sort of the lack of capital in the marketplace, their return expectations have increased, and they're now increasingly looking for what I'd call closer to value add type return.
So call it mid 10s or low teen returns, which are historically different than what you would normally receive in a core core plus vehicle. So saying all that our existing vehicles are fine, those relationships are fine there, and we expect to continue to manage them for some time. But we don't think there's going to be a lot of growth in today's environment in those existing joint ventures just because the return hurdles that the sovereign wealth funds there are in our that our relationships are with are just higher. And I also think that generally speaking for sovereign wealth funds as a blanket statement or institutional capital that we've been interacting with is the return expectations are higher. You may that sort of ties back to what I said a couple of times, I think during the call, which is the areas where we're trying to organically grow are areas where we think we can raise private capital around the debt fund I mentioned, it may be on a residential, the residential discretionary fund, which probably come later in the year or into 25. But those are all types of funds. I'm talking about January, those type of returns that we call it mid 10s or low 10s returns on a sort of a value add basis, you're on our type returns. And so that's why we're focused on that because that's also what the market is looking for and the sovereign wealth funds that we have relationships as well as ones that we just talked to those are the sort of return criteria they're looking for?
I would tell you, broadly speaking, sovereign wealth funds today are looking at more debt strategies. As I think most people that are putting money to work in real estate if they are putting money to work are looking at private credit strategies or debt funds, which is why we're focused on that part of our business as well.

Operator

Yes, this concludes our question and answer session. I would now like to turn the conference back over to Adam Portnoy, President and Chief Executive Officer officer.
For any closing remarks.

Adam Portnoy

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

Operator

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