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The RMR Group Inc. (RMR)

Q3 2016 Earnings Call· Tue, Aug 9, 2016

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Transcript

Operator

Operator

Good afternoon and welcome to The RMR Group’s Third Quarter 2016 Financial Results Call. Please note, this event is being recorded. At this time for opening remarks and introductions, I would like to turn the call over to the Senior Vice President Mr. Tim Bonang.

Tim Bonang

Management

Thank you, and good afternoon, everyone. Thanks for joining us today. With me on the call are President and CEO, Adam Portnoy and Chief Financial Officer, Matt Jordan. In just a moment, they will provide details about our business and our performance for the third quarter of fiscal 2016. They will then take questions. 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. Also note that 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 our remarks, beliefs and expectations as of today, August 9, 2016, 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 revisions of the forward-looking statements made in today’s conference call. Additional information concerning factors that could cause any differences is contained in our filings with the Securities and Exchange Commission or SEC, which can be accessed from our website rmrgroup.com or the SEC’s website. Investors are cautioned not to place undue reliance on any forward-looking statements. In addition, we will be discussing non-GAAP numbers during this call, including adjusted revenues, adjusted EBITDA and adjusted EBITDA margin. A reconciliation of net income determined in accordance with U.S. generally accepted accounting principles or GAAP to adjusted EBITDA and a calculation of adjusted EBITDA margin can be found in the news release we issued this morning. And now, I would like to turn the call over to Adam Portnoy to begin our quarterly review. Adam?

Adam Portnoy

Management

Thanks, Tim, and thank you to everyone for joining us this afternoon. Before, I begin with our third quarter results. I would like to discuss our recently announced acquisition. Yesterday, we announced the purchase of Tremont Realty Capital, a firm that specializes in commercial real estate finance. Tremont principally raises debt and equity capital for owners of commercial real estate and serves as a manager of private funds invested in commercial real estate loans. Since its founding in 2000 Tremont has completed over $4.6 billion worth of commercial real estate transactions and it currently has over $200 million of real estate loans under management. Tremont is headquartered in Boston, and has offices in New York, Chicago, Newport Beach, California, Hartford, Connecticut and Annapolis, Maryland. RMR’s majority-owned subsidiary, The RMR Group LLC acquired the business of Tremont in an asset purchase transaction for an upfront payment of $2.2 million excluding transaction costs. Tremont also has the right to receive an earn out over the next two years based on a portion of payments that RMR receives from Tremont’s historical business. This is RMR’s first acquisition since becoming public company late last year. We believe that the commercial real estate finance business is a logical extension of our existing operations and may provide RMR with a platform for additional growth. We also think this acquisition may enable RMR to participate and what we believe is a growing need for lending to middle market commercial real estate borrowers at a time when banks and other traditional lenders have pulled back from this market as a result of increased regulation. I would like to welcome the Tremont team to RMR and look forward to supporting their growth and expanding their operations as part of our company. Now moving to our third quarter results. For…

Matt Jordan

Management

Thanks Adam. Good afternoon everyone. This morning, we reported adjusted EBITDA of $26.1 million for the third quarter of fiscal 2016, which were measure against our recurring contractual management and advisory fees of $44.8 million resulted in adjusted EBITDA margin of 58.3%. On a sequential quarter basis, adjusted EBITDA increased $3 million and adjusted EBITDA margin increased 310 basis points. These significant improvements in adjusted EBITDA and operating margin reflects the growth in our management fee revenues due to increases in the market capitalization of HPT, SIR and SNH over the course for the last quarter. We believe, this quarter’s operating results demonstrate the strong alignment of interest that is inherent within our management agreements with our client companies. On a year-over-year basis, adjusted EBITDA increased $2.8 million and our adjusted EBITDA margin increased 330 basis points. These increases as a results of growth and property management revenues and increased recovery with payroll and related costs from certain of our client companies. For the three months ended June 30, 2016, net income was $17.4 million and net income attributable to The RMR Group was $6.7 million, or $0.42 per share. Net income includes $1.2 million in separation costs and net income attributable to The RMR Group includes $600,000 of separation costs, or $0.02 per share. For the third quarter, we reported quarterly management services revenue of $41.9 million, which was an increase of $800,000 on a year-over-year basis and $2.9 million on a sequential quarter basis. The sequential quarter increase in management services revenue of $2.9 million is primarily due to share price appreciation driving growth in the market capitalization of HPT, SNH and SIR as well as non-fuel sales increases at TravelCenters of America. For the third quarter of fiscal 2016 approximately 83% or $34.9 million of our management…

Operator

Operator

Thank you. We will now begin the question-and-answer session. [Operator Instructions]. Our first question comes from Bryan Maher of FBR & Company. Please go ahead.

Bryan Maher

Analyst

Couple of questions. Can you go over Adam kind of briefly and at a very high level? What you think about the growth prospects for each of the externally managed publicly traded REITs?

Adam Portnoy

Management

Sure Bryan. I think all of externally managed REITs have had modest growth throughout -- so far this year in 2016 and I imagine that would be the trend for the balance of the year. We’ve only done about less than 200 million year-to-date. I guess during the quarter, we did about 177 million, we’ve done about double that year-to-date. I don’t think is going to -- that’s about the run rate across the Board, I think for the companies, for the four REITs. I mean really what’s driving sort of the modest growth, external growth that’s what I’m talking about at the four REITs is just pricing it’s become, is very elevated for real estate assets across the Board. And so it’s tough to find assets at reasonable prices that we can finance at a regional cost of capital.

Bryan Maher

Analyst

Thanks. And then on Tremont, do you consider that kind of a national platform or a regional platform. I see it’s got offices in New York and Chicago and a handful of other cities and as you consider regional, would you be using the RMR platform to make it national company?

Adam Portnoy

Management

I think they are national company today, they originate mortgages across the country, there are offices in California, New York, Chicago, Hartford, Annapolis and obviously here in Boston. But yes, what you’re alluding to is, I think we adding Tremont to the RMR platform, I think we can make an even more of a national player. Meaning with their five offices today, it’s not to say we could not open up additional offices. They could focus on the Tremont business, it some of our existing 30 offices around the country. We have 30 offices away from Tremont that we currently are operating at RMR, there is nothing that could prohibit us from expanding some of the business in those offices to add Tremont personal or expand the business there. But today, I currently believe there national, I think we can make an even more national.

Bryan Maher

Analyst

Thanks. And then lastly, I know that you guys calculated that the year were to end today, the incentive fee payment and this will be coming from HPT is about 31.2 million. And we do see that in HPTs financial statements from this morning. But as we calculate the model, we’re seeing about 26 percentage points of outperformance in HPT relative to SNH hotel read index. And by our calculations and our model, if the year where to end performance wide today, but at 12.31 that incentive fee would be materially higher approaching $71 million, which is actually the cap level, because it would otherwise be over a 120 million. Does that kind of jive with how you’re thinking about it, if the year-ended today, but on 12.31?

Matt Jordan

Management

Bryan, its Matt. That’s correct. HPT is accruing that number throughout the year. So essentially 31 is half of what they project for the full year. And as of the end of July, your number is in the bull park of where it would be if all things stay constant for the full year.

Bryan Maher

Analyst

Right. So that’s coming incremental couple of bucks a share when you factor in the RMR, the entity if they’re fully diluted. Okay, that’s all I had. I appreciate it.

Operator

Operator

This concludes our question-and-answer session. I’d now like to turn the conference back to Adam Portnoy for any closing remarks.

Adam Portnoy

Management

Thank you all for joining us this afternoon. We look forward to updating you on our progress on our fourth quarter conference call in November. Operator that concludes our call.