Earnings Call: Q2 2021

May 7, 2021

Good day, and welcome to the RMR Group Fiscal Second Quarter 2021 Earnings Call. All participants will be in a listen only mode. After today's presentation, there will be an opportunity to ask questions. Please note, this event is being recorded. I would now like to turn the conference over to Michael Kotisch, Director of Investor Relations. Please go ahead. Good afternoon, and thank you for joining RMR's Q2 of fiscal 2021 conference call. With me on today's call Our 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 like to note that the recording and retransmission of today's conference call is prohibited without the prior written consent of the company. Today's conference call contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based on RMR's beliefs and expectations as of today, May 10, 2021, 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. At rmrgroup.com. Investors are cautioned not to place undue reliance upon any forward looking statements. In addition, we may discuss non GAAP numbers during this call, including adjusted net income, 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. Thank you, Michael, and thank you for joining us this afternoon, everyone. To begin today's call, I wanted to first touch on the broader economy and its impact on RMR and our clients. Throughout the early part of 2021, We believe the country has achieved several critical milestones that have and will continue to provide positive tailwinds across many aspects of our platform. With over 58% of the U. S. Adult population having received at least the first dose of the vaccine And COVID restrictions generally easing, we are starting to see signs of a return to normal. Some examples of this include Tenant activity at the office properties we manage on behalf of our clients continues to increase as our property management teams increasingly work with tenants on bringing their employees back to the office. At SVC, their leisure destination hotels have seen significant increases in occupancy As pent up demand for travel has begun to materialize, while full service group booking trends at Sonesta were up 12% month over month in March. And lastly, at DHC Senior Living Communities, move ins increased 24% on a sequential quarter basis And DHC recently experienced its 1st sequential monthly occupancy increases since the start of the pandemic. Our confidence in a return to normal is also being seen in operating results at our clients. Leasing momentum continued into the 2nd fiscal quarter, with RMR arranging 3,400,000 square feet of leases on behalf of our clients, an increase of over 1,000,000 square feet from last quarter. The weighted average lease term of this leasing activity was approximately 9 years and came with a weighted average roll up in rent of just under 10% on a GAAP basis. Further, cash collection rates across our platform remain over 97% and tenant rent deferral discussions have all but ceased. The net result of these positive tailwinds was seen in RMR's financial results, as management and advisory service revenues of $42,000,000 represented our 3rd straight quarter of service revenue growth. I expect this trend to continue through the remainder of fiscal 2021 as our 3 managed equity REITs that are paying base business management fees on an enterprise value basis continue to experience share price appreciation. On a sequential quarter basis, SVC, GAC and OPI's average quarterly share price each increased between 16% 18%. It's also important to note there remains considerable upside to be unlocked through continued share price increases at our managed equity REITs. With all our managed equity REITs, except IOPT, paying base business management fees on an enterprise value basis, There remains an annual lost revenue opportunity of approximately $45,000,000 as of March 31. In addition to the current economic and pandemic related trends, I'd like to highlight some of the more noteworthy events in our clients this past quarter. DHC and 5 Star recently agreed to amend their management agreements with 108 largely smaller and higher acuity Senior living communities being transitioned away from 5 Star to diverse group of best in class operators around the country. Meanwhile, 5 Star will continue operating the remaining 120 larger senior living communities that generally service lower acuity residents in the area of operational strength for 5 Star. Both DHC's and 5 Star's liquidity remain comfortably positioned to support this transition. SVC has now completed the transition of over 200 IHG and married hotels to Sonesta's management. As a result of these hotel transitions, in addition to Sonesta's recent acquisition of Red Lion Hotels, Sonesta is now one of the largest hotel companies globally with close to 1300 locations, more than 140,000 guestrooms and a diversified portfolio of 15 brands across multiple markets. Over time, Sonesta plans to leverage Red Lion's platform to expand upon its more than 900 franchise locations, increasing the scale of its business and building greater brand awareness. Both ILPT and its joint venture partners in our recently launched industrial fund are eager to pursue ILPT has capacity to fund portfolio growth with more than $550,000,000 of liquidity and its joint venture partners have committed significant capital to the sector. During the quarter, ILPT agreed to purchase an industrial asset near the Rickenbacker Intermodal Terminal and Airport in Columbus, Ohio for $31,500,000 While competition for industrial assets remains highly elevated, IRMR's acquisition group continues to screen a significant volume of transactions and made bids for over $500,000,000 of individual assets in the Q1 alone. OPI's active capital recycling program has helped generate over $930,000,000 of liquidity to support leasing, acquisitions and development activities. The pipeline for potential acquisitions continues to improve and we are seeing an increase in opportunities that involves high quality office buildings. We believe OPI remains well positioned take advantage of strategic opportunities, while it also continues its focus on leasing and generating same store operating improvements. At the end of April, we were excited to announce there are 2 mortgage REITs, RMR Mortgage Trust and Tremont Mortgage Trust have entered into a definitive merger agreement. Given the similar nature of the two businesses, we think the combined platform benefits from enhanced Scale with fully invested assets expected to approach $1,000,000,000 We expect this transaction will be immediately accretive to both sets of shareholders, provide increased shareholder liquidity and reduce their respective cost of capital. Turning to our efforts to grow the RMR platform. In addition to the industrial fund, we have continued to organically build relationships with large Sovereign Wealth Investors. These investors have come to appreciate RMR's operating platform and our access to transactions, which in turn has helped generate interest in joint ventures in several of the real estate sectors we manage. We have also begun exploring building our own internal capital markets team to build off this momentum and expand into other capital sources, such as family offices and high net worth investors. At the same time, we continue to engage in dialogues with a handful of potential real estate private equity M and A targets. Though as we said in the past, any potential transaction is most likely only going to require a portion of our available cash balance and leave us with significant excess capital. As a result, our Board continues to assess possible alternative uses for any excess cash with a current leaning towards returning some of it to our shareholders in the form of a special one time dividend later this year. I'll now turn the call over to Matt Jordan, our Chief Financial Officer, He will review our financial results for the quarter. Thanks, Adam, and good afternoon, everyone. In the 2nd fiscal quarter, we reported adjusted net income of $6,100,000 were $0.37 per share and adjusted EBITDA of $21,000,000 This quarter's results were adversely impacted by 2 We highlighted on our last earnings call. First, we incurred approximately $800,000 in G and A costs or $0.02 per share related to annual share grants issued to our Board of Directors. And secondly, the 1st calendar quarter of each year includes increased levels of cash compensation As payroll tax withholdings and 401 ks contributions restart, which represented approximately $1,100,000 or $0.02 per share. As we look ahead to next quarter and consider the positive tailwinds Adam highlighted earlier, we expect they will translate into Adjusted earnings per share between $0.45 $0.48 and adjusted EBITDA between $23,000,000 $25,000,000 I will be providing color on the variables supporting these projections throughout the remainder of my prepared remarks. Management and advisory service revenues were 42 $1,000,000 this quarter, a $700,000 increase on a sequential quarter basis. This increase was due to Improvements in the average enterprise value in our managed equity REIT and the reinstatement of Tremont's management fees effective January 1st, both of which helped offset the impact of 2 fewer days in the quarter and lower construction activity. This quarter's also includes $620,000 in incentive fees from Tremont. These incentive fees represent 20% of returns on equity above a 7% hurdle rate. Currently, we do not expect any further incentive fees from either of our mortgage REITs for the remainder of the fiscal year. Looking ahead to next quarter, we expect management and advisory service revenues to be between $44,500,000 $46,000,000 These elevated revenue levels are based on 3 primary factors. 1st and most importantly, the assumed continuation of current share prices and leverage levels at our managed equity REIT. Secondly, projected increases in construction activity It will generate approximately $1,500,000 in incremental construction management fees. And lastly, incremental service revenues from Sonesta of 5 As it relates to incentive fees from our managed equity REIT, we are pleased to report that OPI began accruing incentive fees for calendar 2021. As a reminder, we only record incentive fee revenue at December 31 each year. However, if March 31 had been the end of a measurement period, We would have earned an annual incentive fee of approximately $21,000,000 or $0.46 per share. Turning to expenses for the quarter. Cash compensation of $30,600,000 increased approximately $1,100,000 on a sequential quarter basis, largely driven by payroll tax and 401 ks contributions resetting on January 1. For the remainder of the fiscal year, We expect cash compensation to be approximately $30,500,000 per quarter. While our cash reimbursement rate dipped to 43% this quarter, As it typically does each 1st calendar quarter, we expect our cash reimbursement rate to be closer to 45% for the remainder of the fiscal year. G and A expenses were $6,300,000 excluding approximately $800,000 in director share grants. For the remainder of the fiscal year, we expect G and A expenses to be approximately $6,500,000 per quarter. As it relates to our balance sheet, we ended the quarter with approximately $376,000,000 in cash and we continue to have no debt. As Adam highlighted earlier, it is our expectation that we will recommend to our Board of Directors that a portion of our cash balance be retained for growth initiatives, yet provide for a meaningful return of shareholder capital via a possible special dividend. Before we go to questions, I'd like to acknowledge our recently published sustainability report, which can be found on our website. As a reminder, our collective operating platform spans 32,000,000,000 in assets under management, 9 publicly traded entities, a collective 10,000,000,000 in annual revenues and approximately 43,000 employees. Our sustainability report provides a comprehensive overview of our long term environmental goals and successes to date in driving energy, emissions, water and waste savings against those goals, as well as the contributions we make to the communities we operate in and the investments we are making in our people. That concludes our formal remarks. Operator, would you please open the line to questions? Certainly. We will now begin the question and answer session. And the first question will come from Jim Sullivan with BTIG. Please go ahead. Thank you. Tom, so a couple of questions. First of all, you talked about the special dividend, the one time dividend. And just wonder if you could help us kind of think about sizing here. Now I know that You've had ongoing consideration by a private equity platform, but could that special dividend be as much as half The cash that you're currently sitting with? Sure. Hi, Jim. Thanks for the question. The good news is about returning capital To shareholders is we're sort of debating sort of a happy problem, which is what's the best form to do it and how much to return to shareholders. And I think reasonable people can come to different conclusions on this and no one's particularly right or wrong. In terms of the size of a special dividend, I think that it could be up to half Or approximately half the cash, generally speaking. I think the final determination will be made by the Board in the coming meetings. And like I said before at our last quarterly call, I expect that we'll make an announcement before the end of our fiscal year. Okay, very good. Thank you for that. And then, Adam, in your prepared comments, where you talked about still having continuing discussions regarding The acquisition of a private equity platform, you used the word handful, you're still in conversations with a handful of or maybe considering a handful of situations or opportunities. And I'm just curious, have Is it your conclusion that there's simply less product or potential opportunities available to acquire Or then maybe you thought there might be, or that there's just too big of a spread between the bid and the ask on what is available? Yes. Great question. To step back for a second, over 2 years ago, we sort of started this initiative Well, we said we wanted to expand our capital base and put the work money from private capital sources beyond just public capital sources. And at the time, We really said, we're going to try and go down 2 paths at the same time. We said we're going to try and build it organically. We're going to try to think about M and A to sort of accelerate that. I think we've had a fair amount of success building it organically. And I think we are going to continue to have some success. We are continuing to have good conversations with a lot with different partners, large groups or Private investors or sovereign wealth investors about not only our existing industrial fund, but other asset classes as well. You heard in my prepared remarks how we're thinking about maybe expanding our own capital markets capabilities internally as well. At the same time, as we looked at M and A for the last couple of years, it's not that there's a lack of opportunities. There's actually There's been more than a handful of firms that were quite eager to engage with us, but that we decided to not make strategic sense For us to go forward, there's been a couple of firms that we have gone down and had pretty significant discussions with. And I think it's fair to say that it's not necessarily price when we find something that we think is attractive. It really comes down to control and social issues at That point. And I think that's really what's sort of put a has led us to have some difficulties in Closing on some of these opportunities or moving forward with some of these opportunities, but it's not for a lack of opportunities. I guess you could say We're being very diligent, very thorough. Remember, I'm one of the largest shareholders here in this company and I don't want to Just doing acquisition for acquisition sake, it's got to really bring a lot of value to the table. And there are some opportunities that I think fit the bill. But we just haven't been able to make it work to date. That all being said, we're continuing to have more Success building it organically. And as we get more success building organically, sort of the bar In my mind to do an acquisition sort of rises, comes a little higher because as we are able to do it more and more on our own, We have less of a need to bring in an external source because it's going to be less of an accelerant Then it might have been if we don't build it organically. So hopefully that answers your question, Jim. Yes, sure. I think it makes sense. And then the final question for me. In the prepared comments So about the three factors that would drive management revenues higher over the course of the year to the $44,500,000 to $46,000,000 per quarter range. The third item was had to do with Sonesta. And I wonder if one of you could simply repeat that comment, what you're expecting from Sonesta Over the balance of the year, obviously, the company is growing rapidly with its with the combined acquisition as well as the brand Transitioning. So if you could just repeat what the quarterly impact is that you're indicating or expecting in your guidance? Yes. So, Jim, this quarter, Sonesta generated about $600,000 in fee revenue for RMR. Next quarter, we're expecting that to go to about $1,100,000 up $500,000 is what we referenced in our prepared remarks. And we would expect that to again grow by another $500,000 in our 4th fiscal quarter to 1.6 $1,000,000 Obviously, a piece of that is the growth of the transition hotels and then expectations around Trends in a recovery and where the U. S. Economy is headed. And the next question will come from Bryan Maher with B. Riley FBR. Please go ahead. Good afternoon, Adam and Matt. Just to clarify on Jim's question and your response with building organically, What specifically do you mean there? Are you hiring in house individuals to kind of pursue that business as opposed to buying an actual entity? Hi, Brian. Yes, a little bit in terms of hiring individuals around capital markets. And so when you say pursue that entity, what we're really talking about is raising capital to invest principally in core real estate. We're not we for a long time, we have not specifically been trying to we don't think RMR's expertise in the marketplace, While we have done it, it's necessarily that we have a long track record of doing a lot of opportunistic investing or value add investing in real estate. I think most folks look at us and say we have a long track record and a successful track record around owning core real estate, mature real estate It's cash flow and well occupied. And so we when I say growing organically, we are making Inroads and I think doing it well with large pools of capitals, principally sovereign wealth investors about investing on their behalf and managing capital on their behalf to invest in core real estate in different sectors, not just industrial, But including industrial and others. So that's what we mean by building organically. What we've been always looking for In an acquisition, and this might help answer your question, is not necessarily the ability to manage and identify real estate. We've always felt very confident that we had that expertise internally. It was much more about buying Relationships with capital and to a certain extent building a track record. A track record, what I mean by that is a track record Running, let's say, private funds that you can then build off of to go to other capital sources. Those were the two principal things that we would have and continue to be find most attractive in an M and A situation. And When I say hiring folks, it's really expanding beyond what we've sort of have laid the groundwork in terms of what today to date Sovereign investors, but thinking about building out a capital markets team that at first might be rather small, 1 or 2 individuals They would spend their time focused on raising capital, let's say, from other sources besides Sovereign Wealth Investors. But again, with a focus towards investing in core real estate, which is again what our expertise is, That's what we do better than I think most others and we have a long track record of doing. So I hope that answers your question, Brian. Right. I mean, I think that what Yes, people I've talked to and just in my own experience is, we wouldn't want to see you go spend money buying a small PE or M and A shop Where the assets walk out the door every night, right? And we've all seen that in the past 20 years, X buys Y, and a year later, a third of the people are gone, right? I've always felt that it's maybe a little bit better if you're going to do something start off small to go hire those people, right, from somebody else. So that's kind of what I was driving at. Yes. Kind of moving on and sticking with Sovereign Wealth for a second, what would you say that their appetite has been For doing more deals with you, A, like we saw with ILPT and B, maybe like a diversified health CareTrust with the Vertex Pharmaceutical building. Is their appetite elevated, the same, gone away? What's the thought process there? Yes, I think I was alluding to it a little bit in my prepared remarks. I'd say their appetite is elevated. I think that, one, as we have done deals with some partners, they have been I think they've had a good experience, both with the assets they've invested, but also the experience of working with RMR. I think they've come to appreciate our operating platform, our ability to produce reports, our timeliness And communications, our professionalism, I think we have done a very good job in the last call it 6 months to a year with some of these firms that we have a relationship with now. And that leads to additional relationships. 1, that means those firms we are doing that we have Done business with, want to do more with us. And then but more importantly, and this is what's been very encouraging, they introduce us to other sovereigns. And with those types of introductions are maybe the best that you can get is when somebody says, This is one of our existing partners, they're doing a great job. You should talk to them. I think you would enjoy working with them as well. We've had introductions like that and those have been good conversations And productive conversation. So that's I would say the interest is very good and I expect it to continue To be there. I think look, I think in the calendar year 2021, we will have additional announcements Around other strategies with Sovereign Wealth Investors with different asset classes beyond industrial, I'm pretty confident that will happen In the calendar year. Okay. And then last for me and maybe this is a 2 part question. It's clear that ILPT and OPI You know both have the capacity and I think the desire to begin kind of growing again or more is probably a better word. What level of appetite is there, maybe as measured in 100 of 1,000,000? And are you seeing a marked increase in deal flow? OPI has had about $930,000,000 of liquidity. So I guess you could say that could be our maximum appetite and ILPT has about $550,000,000 of current liquidity. So you could say that's the near term appetite. And so that's well over, call it, close to $1,500,000,000 combined between those two entities that we could have the appetite for acquisitions. In terms of deal flow, on the industrial side, deal flow has been robust. It has been robust now for several months. It continues to be robust. The issue there is that it's becoming a very competitive market in industrial. There is no shortage of opportunities that we are looking at and bidding on. Unfortunately, We just haven't been able to hit win on many of those bids unfortunately. On the office side, I would say that there has been an uptick And opportunities as of late. I think as we are in the midst of, let's say, the worst of the pandemic, There weren't a lot of folks that owned office real estate that thought it was the right time to sell, but I think there's been a significant amount of thawing, especially For the higher quality assets that are well leased to good credit tenants, which is a type of buildings that OPI would be looking at, There has been an uptick in offerings on the office side, but I would say it's pretty specific. It's core office, well leased, Good location, newer assets, longer term lease, so it checks a lot of boxes. Those types of assets weren't even really in the market 6 months ago, they are now in the market. So I think there are more opportunities there. The next question will be from Owen Low with Oppenheimer. Could you please give us an update on your maybe occupancy rate in hotels and senior living center compared To the pre pandemic level, how much upside is there and what makes you confident that you can get back To that pre pandemic level? Thank you. Sure. So you've hit on the 2 sort of areas within our whole platform that have suffered the greatest during the pandemic, which has been the senior living communities that we own as well as operate 5 Star as well as the hotels which we own at SVB and operate at Sonesta. Let me take the senior living industry first and then I'll talk about In senior living, the good news is I think we probably hit bottom in terms of occupancy in calendar Q1 of this year. In our portfolio of senior living communities that we own as well as operate, starting In March of this year, we started to see a slight uptick in occupancy and we've continued to see that. We're seeing an uptick in Leads or what we call tours of the communities by potential residents, we're also seeing a bigger conversion rate of Those folks that are coming to look at the communities. The issue in the senior living space is that in a matter of 14 months from the beginning of the pandemic or Call it 13, 14 months, you had generally speaking across the industry, including our own, about 1300 basis points drop in occupancy. That is an unprecedented drop in occupancy and that's simply because you had regular move outs sort of at pre pandemic levels, but no move ins. We've turned the corner. The question is and I don't think anybody knows the answer to this by the way It's how fast the occupancy will increase. I believe we will have increased occupancy in senior living communities In 2021, we will end the year much better placed than we did beginning of the year, but it's almost anybody's guess whether it's going to be 200 basis points increase in occupancy or a 500 basis point increase in occupancy between where we are going to be at the end of the year. I can make the argument either way and I could tell you how you could get to either one. But in terms of when do we get back to pre pandemic levels, Occupancy specifically, I think general conventional wisdom is somewhere between 2 to 3 years And some folks in the industry think it could take longer. The good news around the senior living space is there's Construction activity has been muted, it has slowed down and so you don't have as much competition in the marketplace. But Again, I think we're starting to see a return of things getting better. On the hotel side, again, very devastating drop in occupancy. We look at occupancy at hotels, but we probably spend more time focused on RevPAR and or flow through to EBITDA, hotel EBITDA. Occupancy, I think you will actually see if you focus just on that metric, I think you could see occupancy in certain of our hotels this summer Be higher than it was in 2019. Again, at the leisure destination, full service hotels or even not even full service hotels, leisure destinations, think you could see a higher occupancy alone. But what we're really focused on is when do we get back to pre pandemic RevPAR And when do we get back to pre pandemic EBITDA? And I think the wild card there is, I don't believe in the hotel in the Business activity is going to be much slower in terms of that returning to the hotel sector, in terms of The room nights that are going to be spent on business. Leisure is coming back very quickly. Business as you know is 70% to 75% of all hotel nights historically have been driven by business. And so it's a lion's share of the market. The question is when does that come back? I think part of what we have done at our own companies at SVC and through by taking back hotels And with Sonesta, we've actually positioned that company to benefit in a post pandemic hotel world, Where I think there's going to be a lot less business travel. I think that rewards program is going to be less important than it was before. I think you got to be a lot more scrappy to pick up every And I think a company like Sonesta is actually better positioned, I believe better positioned And the major brands to be able to operate in that type of environment going forward. When do we get back to 2019 RevPAR and hotel EBITDA? Some people in the industry think it could take 4 to 5 years. I think it will be faster than that. I think in the short to medium term, we are actually especially well positioned to do better than some of the major brands, just given The way Sonesta operates in its history versus, let's say, some of the major brands. So that's a long winded answer for you, but that's my view. Yes, that's very comprehensive. Thank you, Adam. Just quickly on capital return, I want to go back to that question. I think, Adam, you mentioned potentially giving a one time dividend. Then how about buyback? Is it off the table or the Board is still considering buyback? And I guess, I think that the ultimate question is, how would you Think about the flow versus doing buyback? Yes, great question. And again, I want to reiterate, we're talking about happy problems here, right. We're talking about what's the best form to return capital to shareholders. And this is, Again, I think reasonable people can differ on this and there's no right or perfectly wrong answer. I think the Board is very much open to If you want to ask specifically the Board, I think they're very open to everything, dividend or share buyback. What I've said in my prepared remarks is I believe the management, Including myself, I am currently leaning towards and I can give you the reasons why a special one time dividend would be perhaps our recommendation. And I think there's 3 principal reasons driving it. And one of them what you alluded to, which is, We don't have a very big float. And one of the things we did in when we did a large secondary equity offering, We were selling secondary shares, not primary shares a few years ago, was the stated purpose from RMR's perspective was to increase the flow So that shareholders could participate in the company and its growth. And so I think a share buyback sort of defeats some of that. When it comes to the then when you think about a dividend, I think we're sort of migrating or I'm leaning a little bit towards a one time dividend is being driven more by It's tax driven to a certain extent. I think we as an organization believe that taxes will be higher next year than they are in 2021. If that's the case, try to get as much of the income in 2021 versus in later years. And then and we look at it as if you got to go down the dividend path also, comparing a one time dividend to just increasing your regular dividend And the concerns around increasing your one time your regular dividend to the point where it may look like you're distributing more Cash, then you're generating in cash flow. I do think many investors still look at our regular dividend and they compare it to our Recurring cash generation and they say, okay, what are you paying out as a percentage of recurring cash Generation and they looked at that metric to judge the health of the business. And so I think that's another reason we would be A little reluctant if we're going to go down the path of doing it by a dividend by doing it in increasing the recurring dividend versus a one time dividend. Again, This is how I'm leaning. Again, I think these are all happy problems. These are good problems. We're all debating how to give the money back To shareholders, what's the best way to do it? And I guess, I'm leaning personally as management, as CEO and as one of the largest shareholders And I think a one time dividend is maybe the better option for the company. But again, this will be debated in the coming Board meetings And the Board himself is still very open to all the options. The next question comes from Ronald Kamdem with Morgan Stanley. Please go ahead. Hey, couple of quick ones from me. Look, number 1 is, there's been a lot of M and A in the triple net space With Realty Income and VEREIT and there's potentially going to be some office assets spun off. Just Just sort of curious if you guys have ever looked at those assets, is that something that would fit the bill for OPI? Would there be any interest there? Thanks. Sure. I think it's safe to say that we're a large enough player in the markets that whenever activities like that or those types of transactions present themselves, It's fair to assume that we're always looking at those opportunities and we evaluate them on a regular basis. And I think The things that you're mentioning, of course, we would evaluate them because they're things that I think given our size and given the different pockets of capital we have access to that we would look at. And I think we've looked at them in the past and we will look at those as well. But I I don't think there's anything particularly special that I'm saying on the phone right here that I'm saying, well, those assets Coming out, let's say the VREIT or Realty Income merger, let's say, those are somehow more important and we feel better about those than others. I just think as part of our job as a manager is to be in the marketplace every day looking at opportunities when they present themselves. We look at, as you can imagine, The vast majority of what we look at doesn't get acted on. But we just see that as our that's And we're able to evaluate a lot of things. And I think this is partly why the Sovereign Investors enjoy working with us is because We're large enough that we can evaluate a lot of stuff. But again, the vast majority of what we look at never comes to fruition. It's just given the dynamics of how the market is. Got it. That's helpful. And then I want to go back to, I think, some of the comments earlier regarding to the relationship with the Sovereign Investors. I think I heard you say there potentially could be another sort of announcement as early as this year. Would it be sort of Is that basically building on sort of the success you've seen with ILPT? Would it be sort of structured similarly, presumably it would be with it Outside of industrial or just curious if you could just any color to the extent that you can? That was really interesting. Yes. I think, yes, it could be something where we do it in a very similar fashion that you saw with ILPT, where it's a joint venture that maybe one of our managed equity REITs participates in. But we are also talking to them about doing it Without the participation of, let's say, one of our managed equity REITs participating in it. Part of the reason we keep Even if we do a dividend or give some capital back to shareholders, we are retaining and plan to retain a significant amount of cash Is to do co investments in some in opportunities like what you're suggesting. So I think again, We are trying to maintain flexibility in the sense that we can do it through RMR, meaning RMR can maybe be a co investor for a piece of it and we'll manage it on behalf of the Sovereign investor or other investors or we could think about doing it similar to what we did With ILPT where it may make sense with some of our managed equity REITs to consider a similar structure, of course, we'd have to go through The appropriate board approvals and make sure that our independents feel comfortable with any transaction like that, It has to make sense for the REIT itself, not just for RMR. And so that's obviously a hurdle that we must I'll jump over before we would consider something like that. To get back to the first part of your question, yes, we are having success begets success. We are having success, an additional success because we are having, I think the investors that have worked with us to date are having a good experience. And so they are interested to do more with us. They are introducing us to other Potential partners. And I don't think they would bother introducing us to other partners unless they were having a good relationship with us. And so that's sort of Why we have some optimism around the belief that we can hopefully grow that part of our business organically. Got it. And then my last question was just going back to the The $1,500,000 incremental construction management fees, which is the delta that you're sort of Forecasting. Can you maybe talk a little bit broader about sort of is that related to just is that nationally, is this specific Asset type and also would just like to hear your broader color on what you're seeing in the construction market. Obviously, we hear it's pretty tight, but curious what you guys are seeing on the ground? Thanks. I can start with the fee impact. The 1st calendar quarter of any year, Ron, is always light as people get Their budget is in line, get work bid out. So we've historically seen this drop off occur, and it comes on the tail Of the 4th calendar quarter always being one of the higher periods. And just to put it in context, last Quarter, we managed about $50,000,000 in construction. This quarter, we did $26,000,000 So a very sizable drop off, whereby next quarter we expect to get much closer to that $45,000,000 $50,000,000 run rate, Which is a lot of what's driving the guidance we provided on the construction fee side. In terms of general construction activity in the market, I think You're seeing the completion of a lot of projects that were obviously underway. You've Certainly seen a stalling, especially in senior living and around hotels, especially our office developments for projects that are sort of on the drawing board. Things have definitely slowed down. There's little pockets of activity that are occurring sort of niche markets. For example, Anything that touches, let's say, life science is an area where you're seeing you're still seeing considerable Interesting construction activity, both in sort of the core markets that you would see life science, which would be the Boston, San Francisco, Maybe San Diego markets, but in other markets as well. So there's niches, Niche areas of real estate where you are starting to see some picked up interest in construction. Of course, industrial. Industrial construction continues to be robust and most of it's being done on a spec basis throughout the country. And I don't see any real slowdown in construction activity in and around industrial assets. Got it. Very helpful. That's all for me. Thank you. The next question will come from Kenneth Lee with RBC Capital Markets. Please go ahead. Hi, thanks for taking my question. Wondering if you could just share with us Any thoughts around near term milestones that we could be watching for as you scale up Sonesta and build up the platform there? Thanks. Sure. So I think the near term milestones in 2021, there's a lot of work That needs to happen both within Sonesta, but also we also need the industry as a whole to come back. And so you sure have 2 things you got to be watching. I think generally most folks believe there's starting to become a tailwind to the industry and that occupancy is going to come back especially in the leisure space. I think what we need to do and this is RMR, SVC and Sonesta is we have to We rationalize the portfolio of hotels that have been taking back. One of the principal reasons That SBC took back a whole bunch of hotels from Marriott and IHG as well as Wyndham. Was it gave it a tremendous amount of flexibility in terms of what it could then do with those hotels, far more flexibility than what we would have been able to do if they stayed under the brands they were running under prior. And so I think Through this year, we need to spend a lot of time figuring out which hotels we're going to invest significant capital in, Which hotels we want to keep, but maybe not invest so much capital in? Which hotels do we maybe sell? And then maybe there will even be a smaller group of which hotels we might Convert into something else. I think the convert into something else will be a pretty small list. But I think the other three buckets, It's sort of it's hard to know at this time how many of the hotels are going to fit into each one of those buckets today. And I think the milestone will be as we get to the second half of the year, an announcement around what are we doing as a company With these hotels, what's the flexibility we've been afforded, how are we taking advantage of that flexibility In terms of repositioning the hotels or repositioning the portfolio or selling. As we get into 2022 and 2023, Sonesta, I think will be a lot of its external growth will likely come from franchising, so that's obviously something to keep an eye on. I think we feel pretty good as an organization that Teneska is going to be able to build out its network of franchised hotels in the coming years. And then I think you get into 2022, 2023 from the managed portfolio, it's comparing its hotel level EBITDA and RevPAR to its peers. And we have a lot of optimism about how Sonesta is going to be able to operate the portfolio In a post COVID world, post pandemic world, which we believe is going to be as good as, if not better, Then some of the major brands would perform in a post COVID world after the pandemic. It's really benchmarking them as you get into 2022 and 2023 to their peers. And so that's sort of the those are sort of the milestones as I look at it. Great. That's very helpful color. And just one quick follow-up, if I may. I wonder if you could just provide any updates On potential investment opportunities within the commercial mortgage REIT side this year? Thanks. Well, right now on the mortgage side of our business, we are pretty focused on The merger of our 2 mortgage REITs, Tremont and RMR Mortgage Trust, which obviously is subject to a shareholder vote later this summer, They have about $400,000,000 in dry powder to put to work as it is today. There's a robust pipeline, but it's a competitive environment they're operating in. There's a lot of Capital chasing the credit space right now, especially in the bridge loan and transitional bridge loan space that we operate in, our 2 mortgage REITs. So right now, our focus is on deploying the capital we have before we think about anything further. Great. That's helpful. Thank you very much. The next question will come from Dean Stefan with Bank of America. Please go ahead. Hey, guys. Good afternoon. This is Dean on for Mike Carrier. You guys touched on this a little bit, but just wondering if we can get some additional color around the ILPT joint And sure, how that's performing versus your original expectations and maybe the growth and expansion outlook for that platform longer term? Thanks. Great. Thanks, Dean. I think we're still optimistic that that venture will see growth. I think there's a very good chance see growth in that venture in calendar year 2021. I would say, honestly, it's probably growing little slower than we originally anticipated and that's for no other reason than the amount of competition for opportunities in the marketplace that exist. And I think it's no shortage of opportunities to bid on and we are underwriting a tremendous number of opportunities and we are bidding, but pricing for whatever reason has gotten Pretty aggressive in that space. And we've gotten to the point where this is not our partners saying to us that they The pricing has gotten too aggressive. It's often us as the GP, let's say, Not feeling comfortable that this is an opportunity that we would recommend to them. So it's largely being driven by us saying The risk adjusted return on this particular asset just doesn't make sense at this pricing And we're oftentimes surprised by some of the pricing that we see some of these industrial assets go That being said, we are making progress. We are buying things. And we will, I believe, pretty confidently Have growth in that vehicle in 2021, but I'd be remiss to say, when we first announced it, yes, our hope was we'd be growing it a little faster than we are, But also the market has gotten much more competitive since we've announced the venture as well. Got it. That all makes sense. That's it for me. Thank you. Ladies and gentlemen, this concludes our question and answer session. I would like turn the conference back over to Adam Portnoy for any closing remarks. Thank you for joining us today. Operator, that concludes our call. Thank you, sir. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.