The RMR Group Inc. (RMR) Earnings Call Transcript & Summary

Thank you. to the RMR Group Fiscal Third Quarter 2026 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. To ask a question, you may press star, then 1 on a touchtone phone. withdraw your question, please press star then 2. And 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. Good morning. Thank you for joining RMR's fiscal third 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. of today, August 6, 2026, 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 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 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. Thanks, Brian, and thank you all for joining us this morning. Yesterday, we reported third quarter financial results that were in line with our expectations despite broad economic and geopolitical uncertainty. Their quarterly results were highlighted by distributable earnings of 48 cents per share and adjusted EBITDA of $19.7 million. Our results continue to reflect the organization's focus on our two primary strategic objectives. First, we are focused on driving continued improvements in the share prices of our managed REITs through strong business execution. And second, we are focused on growing our private capital business. While Matt will talk more about private capital, as it relates to our managed REITs, over the past two years, we have actively assisted the REITs in deleveraging efforts through strategic asset sales, refinancing debt on more attractive terms, and driving property NOI growth through increased occupancy, real estate, and real estate. rent roll-ups, and disciplined expense management. These efforts continue to resonate with the investment community, as both DHC and ILPT remain among the best-performing REITs in the U.S. over the past three years. As a result of this continued outperformance, we have seen sequential quarter growth in management fees, and we are on pace to generate over $40 million in incentive fees this calendar year. Now turning to our managed REITs. At DHC, the REIT continues to experience significant operating improvement within its senior housing segment, following the transition of 116 communities to new operators over the past year. DHC has also materially improved its balance sheet metrics, following over $600 million in non-core asset sales since the beginning of last year. resulting in net debt to adjusted EBITDA declining to 7.1 times as of June 30th. in the second quarter dhc generated generated normalized ffo of 16 cents per share and adjusted ebitda of 82 million dollars both exceeding consensus estimates same property shop noi grew 37 percent over last year and same property shop margins improved 390 basis points to 17.3 percent. Importantly, we continue to believe that DHC is in the early innings of a multi-year acceleration in cash flow growth because of the demographic driven demand for its shop communities and limited supply growth, which are amplified by the operational improvements we are implementing across the portfolio. ILPT had a very successful quarter with its results highlighted by a record 5.4 million square feet of leasing and a weighted average rent roll-up of more than 35 percent, marking its seventh consecutive quarter of double-digit rent growth. Additionally, RMR recently assisted ILPT with the refinancing of $1.6 billion of new debt for its consolidated mountain joint venture, which replaced floating rate debt with interest-only fixed rate debt and an attractive 5.7% interest rate. Given a materially improved debt profile and strong organic cash flow growth, ILPT recently doubled its quarterly dividend to $0.10 per share while maintaining significant dividend coverage. SVC continues to make progress strengthening its balance sheet while improving its portfolio composition through a combination of capital recycling and over $900 million in non-core asset sales since the beginning of last year. Management's primary focus remains on working with Sinester's new leadership team to drive hotel EBITDA margins higher, while also looking to realize the anticipated benefits from nearly $650 million in capital improvements made to its retained hotel portfolio over the past year. over the past three years. For the quarter, SVC's retained hotels saw rev par increase 6.6% and hotel EBITDA grow 4.2%, reflecting the early benefits of the recently completed renovations. Normalized FFO per share came in at 43 cents and adjusted EBITDA was $146 million. RMR was instrumental in helping SVC improve its balance sheet during the quarter using the net proceeds from its recent $575 million equity offering to redeem $550 million of unsecured notes due in 2027. As a result, SVC has meaningfully reduced near-term refinancing risk while creating runway to optimize its hotel performance and advance its broader transformation into a net lease-focused REIT. Lastly, OPI recently emerged from bankruptcy and its newly issued shares trade on the NASDAQ. As we previously highlighted, RMR will continue managing OPI for an initial five-year term, with RMR receiving a flat business management fee during the first two years of $14 million. $100,000 per year. To conclude, we are pleased with the significant progress RMR has made improving the financial positions of our managed REITs. We are particularly encouraged by the total shareholder returns that have been delivered by DHC and ILPT over the past three years, and we are working hard to deliver.

similar results across all of our clients. With that, I'll now turn the call over to Matt Jordan. Thanks, Adam. While our publicly traded perpetual capital clients provide RMR and its shareholders with a stable foundation of recurring cash flows, we continue to pursue growth strategies in our private capital business, which as a reminder, grown from nearly zero assets under management in 2020 to over $12 billion today. To further this initiative, over the past year we have built a global in-house sales and marketing team that continues to spend significant time increasing RMR's brand awareness. Given our expertise across most real estate sectors, we are in an excellent position to tailor the opportunities we are seeing in the market to potential partners' capital allocation strategies. strategies. While investor meetings continue to be constructive and have helped establish our organization in a manner that will benefit us in the long term, the The ongoing conflict in the Middle East continues to be a headwind, with global real estate fundraising in the first half of the calendar year coming in at a nine-year low. While we continue to make longer term investments to build our brand and expand our investor universe. Our residential business recently closed a joint venture acquisition in Greenwich, Connecticut for approximately $350 million. venture involving RMR part involved RMR partnering with new institutional investors that represent 95% of the equity in the venture with RMR retaining a 5% general partner interest Our multi-year plan for this asset is to modernize the community, enhance the resident experience, and unlock embedded operating efficiencies. As general partner, RMR earned an acquisition fee at closing and will earn asset management and property management fees of approximately $750,000 annually from this venture. As a reminder, the RMR residential platform we acquired in 2023 was historically built completing joint ventures like the Greenwich Transaction with large institutional partners. To that end, while we continue to fundraise for our residential enhanced growth venture, we expect to continue executing one-off joint ventures with RMR acting as the general partner. Further, as tailwinds continue to improve for multifamily real estate, whether it be continued strengthening of fundamentals or the continued slowdown in multifamily construction, we expect transaction activity to rebound over time. residential platform regularly exceeded one billion dollars in transactions a year. prior to the headwinds the sector has recently experienced. Beyond our general partner interest, RMR wholly owns three multifamily communities encompassing 781 units that are almost 92% occupied. This quarter's earnings presentation includes expanded color on these assets, all of which are performing in line with their value-add business plans and collectively are seeing operating fundamental improvements. improvements as supply eases. This is most notably starting to show in a continued trend of rental rate improvements and the easing of tenant concessions. In closing, as investors may recall, last quarter we added a slide to our investor presentation that highlighted the material discount at which RMR shares trade relative to our peers. As an update, if one were to back out the carrying value of our investments, as well as the net carrying value of our wholly owned real estate and JV interests, RMR shares are trading at just over five times the EBITDA generated primarily by the 20 evergreen management contracts associated with some of our managed equity REITs. significantly below the 16.5 times average multiple at which our peers trade and highlights the attractiveness of our shares at current levels. With that, I'll now turn the call over to Matt Brown. Thanks, Matt, and good morning, everyone.

For our fiscal third quarter, we reported adjusted EBITDA of $19.7 million and distributable earnings of 48 cents per share, both of which met our guidance. Recurring service revenues were $45.5 million, a sequential quarter increase of approximately $3.5 million, driven primarily by increases in the enterprise values of DHC and SVC, seasonal improvements in Senesta revenues, and acquisition fees earned from our Greenwich joint venture acquisition. Next quarter, we expect recurring service revenues to remain consistent at approximately $45 million as enterprise values at our managed equity REITs continue to improve, offset by acquisition fees recognized in the current quarter. Turning to expenses, recurring cash compensation was $39.6 million, a sequential quarter increase of approximately $2 million, largely driven by year-to-date adjustments recognized in the current quarter and changes in headcount mix. Our reimbursement rate in the quarter was approximately 42%, which we view as a good run rate moving forward based on our current headcount mix. and strategic asset sales at certain of our managed equity REITs. Looking ahead to next quarter, we expect recurring cash compensation to decrease to approximately $38.5 million. As it relates to equity-based compensation, with our fiscal year-end approaching, RMR share awards to employees are expected to occur in September. Based on historical grants, we expect approximately $600,000 in incremental equity compensation next quarter. Recurring G&A this quarter was $10.7 million, which is a modest sequential quarter increase driven primarily by normal course legal and professional fees, including third-party construction management fees. we expect recurring G&A to decrease slightly next quarter. As noted in last quarter's call, our quarterly tax rate during the year is subject to fluctuation. However, these fluctuations are not expected to materially impact our full year estimated tax rate of 17 to 18%. This quarter, our tax rate remained elevated at 20.4% as adjustments such as unrealized gains on our investments in SVC and VII impacted the timing of tax expense recognition. As Adam highlighted earlier, OPI emerged from bankruptcy in June and we entered into amended and restated management agreements with OPI. As a result, we wrote off a contract asset associated with the previous management agreements, which was partially offset by RMR receiving 2 percent of the equity in the new entity to compensate us for our efforts through the bankruptcy process. The net impact of these non-cash related items resulted in a net impairment charge of $19 million. Our investment in SVC generated approximately $420,000 in dividends in the quarter, which contributed to adjusted EBITDA and distributable earnings and serves as a good run rate moving forward. Aggregating these collective assumptions, next quarter we expect adjusted EBITDA to be approximately $19 to $21 million and distributable earnings to be between 48 and 50 cents per share. We expect full year adjusted EBITDA to be approximately $76.5 to $78.5 million, which excludes the $23.6 million of incentive fees earned for calendar year 2025 and the possible more than $40 million of incentive fees for calendar year 2026. We ended the quarter with over $130 million of total liquidity, including over $55 million in cash and $75 million of capacity on our revolving credit facility. We remain well positioned to execute on our strategic objectives and pursue growth opportunities that strengthen our competitive position and support future performance. That concludes our prepared remarks. Operator, please open the line for questions.

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 are using a speakerphone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star then 2. At this time we will pause momentarily to assemble our roster. The first question comes from Tyler Batori with Oppenheimer. Please go ahead.

Hey, good morning. Thanks for taking my questions. First one is just on the private capital side of things, in particular the enhanced growth venture. Sounds like it's just the macro that's impacting some of the fundraising, but just wanted to double click on that. I'm not sure maybe some of the potential investors out there are looking for something different in terms of this sort of an investment. Just any updates on kind of how you think fundraising might progress over the next couple of quarters.

Hey Tyler, it's Matt Jordan. I guess there's a couple of things at play here. The fundraising cycle in general has really extended. You're looking at 18 to 24 months and we're still about nine months in and we've had a series of global meetings and interest levels. So I would say the fundraising process still very much underway. I think you also, which impacting it is two things. You have the Middle East conflicts and the related market volatility that's causing a lot of people to pause. And a lot of the capital that is most actively deploying in real estate is Middle Eastern money. So it's further compounding the issue. You also have a second issue of a lot of investments made in the peak years when interest rates were zero or near zero. investors haven't got that money back so they don't have new monies to deploy so So we just need to work through that. We're in this for the long game. Some of the effort we're doing as we market EGV and market RMR broadly is what we believe going to pay dividends in the long term when things stabilize and people start redeploying again.

Okay, thank you for that. And then another big picture question, I'm just trying to think about offering leverage, potential margin improvement in the business. There's, I think, a lot of momentum, a lot of potential on the top line in terms of revenue. So any guideposts you could provide in terms of flow through or even on margin what that might look like in the medium term?.

Sure. So our current EBITDA margin is in the low 40% range. Historically, that number was trending at or above 50%. Our goal is to get there. And the way we're going to get there is continue growing revenues. And we'll see that flow through all the way down to the bottom line. So the goal is to get there.

to get back towards that 50%-ish margin. Okay. And then a couple of housekeeping questions. So the 40 million potential incentive fees, I guess I want to be clear. I think I know, but I just want to be clear exactly which reads are driving that. I don't know if there's any help in terms of potential sensitivity. I mean, it sounds like the 40 million is kind of a point in time from right now. So maybe there's even more upside depending how the rest of the year plays out.

Sure. So the two REITs that are currently in the money for incentive fees right now are DHC and ILPT, with DHC representing about 75% of that total $40-ish million as of June 30th. Yes, the fee is volatile, but both of those REITs are outperforming significantly, and as a result of it are hitting the cap of the incentive fee, which is 1.5% of equity market cap for each of them. So we feel really good about incentive fees for 2026, and even looking forward into 2027. we also expect a similar trend to what we're seeing currently.

Okay, great. And then the last one, so the SBA, SPC investment that you've made, do you have an ideal holding period for that? Is that capital down the line that could be freed up and maybe an opportunity to monetize that at a gain? Yes.

Hi, Tyler, it's Adam. I think you should think about that investment as a long-term investment. YOU KNOW, WE REALLY ARE BULLISH ABOUT THE PROSPECTS OF SBC, WHICH IS WHAT WAS PARTIALLY LED US TO MAKE THAT INVESTMENT. AND THE BUSINESS AT SBC IS GOING TO, YOU KNOW, THE IMPROVEMENTS THAT WE ARE STARTING TO SEE IN THE PORTFOLIO, WE EXPECT TO CONTINUE. BUT IT IS GOING TO BE MEASURED IN YEARS, NOT QUARTERS OR MONTHS. I think from your perspective, to answer it directly, you know, we expect to be long-term holders of SVC.

Okay, great. That's all for me. Thank you. The next question is from Christopher Nolan with Ladenburg-Fallman. Please go ahead.

Adam, was the $40 million incentive fee for calendar year or fiscal year?.

It's a calendar year calculation, so it would be calculated at the end of December and typically paid I believe in January.

And then, what was the driver for the $21 million investment gain?.

That's really just the change in share price of our investments in SVC and 7 from where they were at March 31st to where those shares ended at June 30th.

Great. And then I guess following up on the comments on the slowdown in commercial real estate. I presume it's across sectors. It's not sector specific. And has this sort of impacted valuations for commercial real estate, equity valuations for properties and so forth?.