Good day, and welcome to the RMR Group Fourth Quarter 2019 Financial Results Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note, this event is being recorded. I would now like to turn the conference over to Tim Bonang, Senior Vice President. Please go ahead.

Thank you and good afternoon, everyone. 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 performance for the fourth quarter and full year of fiscal 2019. 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 RMR's beliefs and expectations as of today, November 22, 2019. 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 or SEC, which can be accessed from our website rmrgroup.com, or the SEC’s website. 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 earnings per share, adjusted EBITDA and adjusted EBITDA margin. A reconciliation of net income, determines in accordance with U.S. Generally Accepted Accounting Principles to adjusted earnings per share, adjusted EBITDA and the calculations 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?

Thanks, Tim, and thank you for joining us this afternoon. For the fourth quarter of fiscal 2019 which ended on September 30th, we reported adjusted net income of $9.6 million or $0.59 per share adjusted EBITDA of $28.6 million and adjusted EBITDA margin of 60.2%, a highest reported margin since we became a public company in 2015. In addition, we ended the quarter with gross assets under management of $32.8 billion, a $2.7 billion increase from a year ago. This quarter over 80% of our revenues continue to come from our forward managed equity REITs, all of which represent permanent capital vehicles with 20 year contractual arrangements. These contracts continue to reinforce the alignment of interest between our client companies and RMR. Specifically, the low share prices of our managed REITs is causing our recurring revenues to be less than they could be if our revenues were based on gross AUM at these REITs. Said more simply, while our gross AUM stands at $32.8 billion, our fee paying AUM was $26 billion at the end of the quarter. As a result, we are focused on improving the share prices of each of these entities, which in turn will drive additional recurring revenues and possibly generate incentive fees for RMR in the future. Furthermore, any additional revenues we generate from increasing our managed REITs share prices will have 100% flow through to our cash flows. From an operations perspective this quarter, we remain very busy with our organization arranging approximately 1.3 million square feet of leases on behalf of our client companies with a weighted average lease term of 10.6 years and a weighted average roll up in rent of 5.8%. We also directly supervised approximately $43 million in capital improvements at our client companies during the quarter. There has been…

Thanks, Adam. Good afternoon, everyone. As Adam highlighted earlier, we reported adjusted net income of $9.6 million or $0.59 per share this quarter. In addition to adjustments for unrealized losses on our TA investment and transactional related costs, adjusted earnings per share this quarter includes an add back of $0.03 per share due to bonus payments coming in higher than our estimated accrual rates throughout the year. Total management and advisory service revenues were $45.2 million this quarter, which represents a $4.8 million decrease on a year-over-year basis, primarily from lower business management fees at OPI and SNH, partially offset by acquisition related fee growth at ILTC. On a sequential quarter basis, revenues increased approximately $700,000 due to acquisition related fee growth at FCC and increased construction management fees. For the first quarter of fiscal 2020, we are projecting total management and advisory service revenues to be approximately $49 million based on current REIT share prices, projections regarding dispositions and estimated capital spend. This projection includes the impact of the SMTA portfolio acquisition, which we expect will result in approximately $12 million of incremental annual revenue on a run rate basis. For the quarter ended September 30, 2019, all our managed equity REITs except for ILPT are currently paying base business management fees on a market capitalization basis. As Adam highlighted earlier, our fee paying AUM is almost $7 billion lower than our gross AUM, resulting in a lost revenue opportunity of approximately $35 million annually. As our REITs execute on their strategic repositioning efforts, fee paying AUM may increase and allow us to recover portions of this lost revenue. As it relates to incentive fees, if October 31st has been the end of the measurement periods, we would have earned approximately $4 million in incentive fees on a full…

We will now begin the question-and-answer session [Operator Instructions]. Your first question today comes from Owen Lau of Oppenheimer. Please go ahead.

Thank you. Thank you for taking my question. First of all, I have a modeling question, I think, Matt, you just mentioned the EPS guidance $0.57 to $0.60. And then I think you also disclosed that your 2019 pro forma adjusted EBITDA was $140 million. But based on my math, all else being equal the 2020 full year EPS should be about $2.90. And the consensus is still at $2.23 for the 2020 number. I mean, I just want to get a better sense of your synergy from SMTA portfolio, does the consensus still underestimate your earnings power for 2020? Could you please add more color on that? Thank you.

Yes, well, first, let me just clarify on adjusted EBITDA our guidance is $27.5 million to $29.5 million for next quarter. So, on a run rate basis we'll probably be somewhere between $110 million and $120 million. Just I thought we might have heard you say $140 million. In terms of -- yeah, in terms of your EPS, in terms of the full year, we would agree with you and we highlighted extensively in our prepared remarks that there is clearly a lost revenue opportunity that we believe if the repositioning efforts take hold this year, you should see the revenue number that most folks are projecting should be exceeded never mind any potential M&A accretion that could come. That being said, if all things stay flat where they are today current REIT prices, offset to some degree by wage inflation and those headwinds, $2.23 is not unreasonable. But we clearly believe that the repositioning efforts and some of that lost revenue is clearly recoverable or should be recoverable over the next 12 months.

And then follow up on that the efficient or incremental expands you’d add to service your SMTA REIT portfolio. I think you were assuming the current RMR adjusted EBITDA margin like 56% in the past. But now your adjusted EBITDA margin is like 60% or so. Can you talk about your progress of any staff to service that portfolio? And if any lever you can pull to kind of make the adjusted -- incremental adjusted EBITDA margin better?

Good question. The 60% margin while something we're very proud of, on a steady state basis we’ll probably stabilize somewhere in the high 50s. We are still staffing up for Spirit that -- those revenues should clearly both be more profitable than some of our historical relationships. But we're also going to be facing over the next 12 months, as I highlighted in my prepared remarks wage inflation at both the salary level and the bonus level, as well as filling some open positions right now that will mitigate keeping those 60% margins in future periods.

And then just final questions for me, I think, Matt, you also mentioned the incentive fee is estimated to be $4 million in 2019. I think there was a substantial turnaround. And can you talk about the magnitude or if you can talk about what is the estimated incentive fee going into 2020 if like everything else is equal, the stock price and the index price stay the same?

So the $4 million is SVC heading into 2020. And again, there's a long way to go. SVC would also probably be the only one of our client companies. As of today, that would have a high probability of an incentive fee. Looking out to 2021, I think we're already starting to see some of the positive impacts of the repositioning at OPI. But that's still very long way away. So right now we're focused on this calendar year and we're pleased to see where SVC is trending.

Okay, that's it for me. Thank you very much.

The next question today comes from Mitch Germain of JMP Securities. Please go ahead.

Well, good afternoon. I guess, Adam you talked about some M&A in the asset management sector. And I'm curious if what you're targeting is complimentary to the business lines that you're already in or does it really bring it into new business lines?

Great question, Mitch. We -- as we've been looking at lots of different things over more than a year now. I would say the focus has become -- if you look at our existing portfolio of assets that we manage, I think most people would call it a core portfolio, stable core real estate. And so, thinking about that, I think the most complimentary type of group we would buy would have a large component if not all of its components be focused on core real estate, so it’d be very complimentary to what we do. I think what we'd be most focused on is how they access their capital, where they get their LPs, where the LP money comes from, and is a true LP money and sovereign wealth money. I think that's sort of the focus of the M&A discussions that we're having in the most attractive groups that we find attractive. In terms of asset classes the only thing I'll say, the obvious hole in our portfolio, we touch all types of commercial real estate, except for multifamily in a material way. And I think everyone that we have been talking to has a significant presence or some presence in multifamily. So that would be complimentary meaning it would be filling out sort of a hole, that we have in terms of the type of assets we invest in. So I think that sort of gives you a flavor of how we're thinking about in the things we're focused on.

Great. And one more for me, obviously, it seems like the office fund, the fund raising, stalling a bit, maybe if you could just kind of address where that stands and what the outlook is there?

Sure. So it was our first time fund. And I think we learned a tremendous amount through that effort. And I think we've learned a lot over the last year and a half. Today, the marketplace is very focused on value add opportunistic investing within -- across the board. They're also very focused on investing in loans, commercial loans. And then within asset types, I would say that the ones that overlap the most with us and what we do is industrial is very much in favor multifamily is very much in favor, but obviously we don't have much of a presence there. And then with an overlap with us it would be the lending business. That's also something that we find LPs and large pools of private capital are interested in talk to us about on a separate managed account basis or a JV basis. On the office side, I think we just sort of hit -- we just had the wrong product for the market at this time. Office is not the most sought after asset class at this time by LPs, a lot of LPs feel that they have -- already have a full allocation or a large allocation to Office. And then on top of that, our fund was focused on core and I would say that if you going to invest in office, most of the money has been targeted towards value add or opportunistic or turnaround. And so we just didn't have the right product for the times that we're in. We have pivoted, I think pretty smartly and are now focus much better on the areas that I think are attractive to the market. And within our portfolio, those areas are industrial and the lending business. Those are two areas that I think we are having the most successful conversations with private capital sources around raising money.

So basically, any upside from that office funds you may see eliminate from the model at this point.

I think that's probably true, but I think it will be replaced hopefully by an even larger amount in other private capital sources, meaning a separate managed account, joint ventures things like that in a different asset class.

Great. Thanks, Adam.

The next question today comes from Bill Katz of Citigroup. Please go ahead.

Okay, thank you very much for taking the questions this afternoon. I appreciate all the guidance and everything. Just sort of coming back to the M&A backdrop a little bit, you mentioned that things are still more in a preliminary stage. Could you give us a sense of over the last three months or so what may have shifted is the -- I don’t say a lack of progress it may not be fair, but is the sort of what looks to be relatively static update, is it pricing, is it capability, is it availability? What seems to be the sticking point as you sort of think about some of these opportunities?

Yes, it's a great question. I too don't -- I sound a little bit like a broken record the last couple of quarters giving the same update, I agree. I can tell you that we are moving the ball down the field. We are further down the field in terms of progressing towards something than we have been in the last couple of calls. I'm not sure it's necessarily pricing, it's really a cultural and strategic fit issues that are really driving most all the conversations. And it's like anything these are private organizations we're talking with largely. And there are large social issues involved in terms of who's going to be involved going forward and who's not going to be involved going forward. And I think those are the things that take time. I wouldn't say they're road blocks, you cannot get over. But those are things that just take time to sort of work their way, work themselves out. I'm hopeful that we will do something on the M&A front. I think we're getting closer. I think it's also -- we have become more picky about what we are willing to spend money on to buy. I mean, I should point out we've had many a conversation that we've walked away from that we said this didn't make sense for us, either social issues didn't make sense, maybe pricing didn't make sense, maybe the type of assets they invested in, or the structure -- or the type of focus that they had didn't make sense. We're being pretty picky in terms of being very careful about how we spend shareholders money on an M&A transactions. And we're sort of doing this dual path. We're talking about it through M&A, but we're also very much focused on trying to grow it organically. And in the last question, I answered, I focused on the areas that we're trying to do it organically. I am hopefully, we can do it simultaneously and do both. But if maybe we maybe if we fall down and don't get the M&A, we don't do something on an M&A front. I'm hopeful we'll get it done organically on our own. That being said, we're further down the field on these discussions than we were the last time we had this call.

Okay, that's very helpful. And just my follow up question, just to play devil's advocate for a moment, may -- help us think this through a little bit. If I look at your revenue opportunity from this presentation for November versus the previous one that was available, it looks like it actually got a bit worse. And then if I look at what's happened through September 30 versus June 30. And if I look at what's happened, I think quarter to date that gap probably is widened out even more. What in your minds will be the leavers to help sort of close this gap from the investment community?

So I think -- it's a great question and I'm glad you asked it in. We tried to address it a few different times in our prepared remarks. Our REITs are going through most of those -- all -- basically three out of the four going through, the three biggest of our four managed REITs are going through strategic repositioning, massive strategic repositioning in the case of SNH, in this case of OPI. OPI is the furthest along in that repositioning. And it's probably the -- and because it's the furthest along call it the seventh or eighth inning of its restructuring, of its repositioning. As it has announced successfully disposed of selling properties, we have seen a very nice rebound in its stock price. Basically, as we've been able to successfully execute on selling assets and reduce leverage, the stock price as we performed well there. That's our one example to date that we can point to because it's the furthest along in the repositioning. The others, specifically SNH and to a certain extent SVC as well, they over the next one, two, three quarters as we execute on the disposition plan delever. I am hopeful it will -- the same thing that happened with OPI will happen with them and their stock prices will recover. I really do believe that where our stock prices are with these REITs is a floor. I mean, I can never say they won't ever go further down, but they are pretty low right now. And it's hard to imagine them going any lower. And I think as we execute on this business plans and have more announcements over the coming couple quarters, I'm hopeful that the same thing we saw happened in OPI will happen there and the stock prices will rebound. That's the reason for our optimism and why we keep saying we think it's going to get better on the revenue side. And again, that revenues 100% flow through revenue, if it happens.

Okay. And just a follow up and thanks for taking that question. Matt, your commentary around the outlook for both the upcoming quarter and maybe the full year is static to net revenue opportunity. In other words there will be no improvement in net revenue opportunity?

That's correct. We’re using today’s share prices. We are baking in the impact of dispositions, at least as best we can project when deals will close, but from a share price perspective, it's today's prices.

Okay, thank you for taking the questions.

The next question today comes from Ronald Kamdem of Morgan Stanley. Please go ahead.

Hey, guys. Thanks for taking the question. Just want to go back to the conversation with private capital, I think you provided really some great color in terms of some of the asset classes that you thought was resonating. But sort of beyond that, I guess the question really is, what is sort of the last hurdle to get somebody to come onto the platform? So what, what sort of that last gating factor so they like the asset classes, you have a relationship with them, what would be the last hurdle before we can get them on the platform? And the follow up to that would be, can you give us a sense of what the lead time is right? Are these conversations that you have for two to three years before something happens, is it 6 to 18 months. How should we think about that?

So the last hurdle was some of these is just diligence on us as a sponsor, as a manager. And I'm confident that we've been a fiduciary for well over 33 years, and they'll get very comfortable that we've been a good fiduciary for the last 32 years in managing these types of commercial real estate. That's really the last hurdle that you have talked about. In terms of how fast some of these things come online, some conversations you have to establish relationships, and they do take a long time, and they’re sort of long lead time items. And I can tell you for sure that I have embarked on some conversations that I know will probably take several months to come to fruition. That all say -- that all being said, we have been doing this now for some time for well over a year, and we're close on a couple things. And while I have nothing to announce here, we are getting closer, both again, the ball is much further down the field than we were during the last call both in raising private capital on our own, as well as with regards to M&A conversations. So, I am optimistic that in 2020, the fiscal year 2020, there's going to be -- we're going to have an up and running, of some size private capital business either through M&A end or to grow it ourselves. And so I feel pretty good about where we're at. I too wish it was happening faster, I can tell you that it's a new initiative for the organization. And because it's a new initiative, it takes a tremendous amount of my own personal time to get the organization focused on it until I can guarantee that I'm trying as hard as I can to make it happen as fast as I can.

And my one quick follow up was, I think, Matt, mentioned that I think this quarter is usually sort of a seasonal low in terms of the cash on the balance sheet. I think I heard that right.

Yes, correct.

So my question is, as you're sort of going through and the cash balance is building up, when does the buyback equation come back into the picture. Obviously, you're trying to balance the cash you want to be able to invest in these other growth opportunities. But when did -- how do you think about potentially looking at buyback stock given the depressed valuations? Thanks.

Yes. It's a great question, thank you for asking me. It's -- I would say today, our focus at the Board level and at the senior management level is very focused on trying to first and foremost think about ways to use that cash strategically to grow the platform. That's still our primary focus. I think if we get -- if we go a few more quarters get well into 2020 and we are for whatever reason wholly unsuccessful in putting a large portion of that cash to work either through M&A and or co-investing to get a private capital business up and growing, I think then this get dependent on where stock price is, of course, we would think about returning cash to shareholders in the form of either a dividend and or stock buyback. I mean, I can't take it off the table completely at any time meaning stock price gets to a certain point, which I can't tell you what that price would be even today, I think we think about it. But where we are today, I think we have primarily focused for the next well into 2020 trying to use that cash strategically.

The next question today comes from Mike Carrier of Bank of America Merrill Lynch. Please go ahead.

Hi, this is Dean Stephen [ph] on for Mike Harrier. Just a question around the capital REIT repositioning, I know you guys touched on it a bit, but just wondering if you can provide some additional detail and kind of the timing of the REITs besides OPI moving from that delevering stage to again growing their portfolios? Thanks.

Sure. So OPI again is probably the furthest along, I think, beginning in early in 2020 OPI will be well on its way towards putting the deleveraging behind it and then turning its focus towards recycling capital and even acquiring properties as part of that recycling effort. I think starting in early 2020. So we're very far along in OPI it's again seventh or eighth inning. And I think it's going to -- that sort of really behind the start in 2020. The next one behind that is probably SVC, it is probably -- it's our biggest REIT that we manage in some ways we've already announced their $500 million or $800 million that is under contract or have already sold. I think we're going to be well along our way before the end of 2019. I don't know if you will -- year mark not probably going to be completely done with all the dispositions there may be until the first and second calendar quarters of 2020. But I'm not so sure, that really prohibits it from thinking to become more offensive in nature, because it will largely have sold a large majority of the assets that it hopes to sell. And it's so big that it can sell -- it can be in the process of selling $200 million or $300 million and be buying $200 million or $300 million at the same time. So it's -- I call OPI very close to being done. I’d say SVC sort of right behind it. The one is going to take a little longer is SNH. It's going to probably take us into the second quarter of calendar year 2020, until we sort of really start to get all the dispositions and repositioning sort of behind us there. I think we're making great progress. We had a lot of properties under contract, we got a lot of properties in the market. It's been a real big strategically what's going on there, operationally what's going on there at Five Star, I think that's sort of the last of the REIT going through the repositioning that's going to sort of come out of it. And I really think it's probably going to take us to mid-calendar year 2020 until we sort of get that behind us at SNH. So that's where the timeline, as I see it, as I look at the three REITs.

Great, thank you.

The next question today comes from Bryan Maher of B. Riley FBR. Please go ahead.

Yes, good afternoon, Adam and Matt. I think you guys should take great comfort in the fact that this call is so well populated with analysts. I remember not too long ago, there was barely a one. So kudos. Moving on SMTA and SVC, is there anything that's coming into that equation that has surprised you more staffing costs than necessary. Kind of higher or lower, what are your takeaways from doing that large deal?

From a staffing perspective, I can say I think we've actually been very pleased with the power of our platform for lack of a better term and our ability to absorb and people to step up and dive right into the service retail asset class. And I think we're finding overall that our planned and expected cost burden is actually going to probably come in lighter than we originally might have expected. So we didn't talk about it publicly. So that's from a cost perspective.

Yes. I think as an organization, I just say, culturally, I think It's pretty exciting time. I think people like doing new and different things and taking on a new asset class has been very exciting for the organization overall. And I think spirits are pretty high internally around it. So I think overall, we've been pretty excited about it. And, from the nuts and bolts business of it, I mean, we are in the process now of selling some assets and getting into the markets and trying to learn more about acquisitions in that market. That's a little bit of a learning curve. But I think it's one that we're going to get up very quickly, as we start to look at pruning the portfolio even more and think about making additional acquisitions in that space. So that's sort of again, exciting because we're all learning a little bit of something of new asset class that we have to spend a lot of time in historically. So it's all been very positive.

And kind of my follow up there, is there any asset classes within that lease that you've experienced with SVC and the SMPTA portfolio that you think you're going to gravitate towards in the future, and which do you think you might shy away from? And then just lastly, do you anticipate a change in the benchmark index for SEC?

I'll take the last one first. I think why we're still majority hotels, likely to keep it the hotel index. If we get really to 50 if it's really a stone's throw away from 50-50, we're going to have to think about doing something else. But as long as we're still about 60%, today, hotels, I think it's probably the appropriate index. That could change if that portfolio mix become 50-50. And if it ever became more than 50% at least then I think we’d obviously have to change. But right now where we're at I don't think was thinking about changing that. In terms of types of assets, it's not -- in many ways, it's very similar to other types of asset classes, which is it's a lot about location. It's a lot about types of assets. I would say it's not too different than the portfolio we bought. We're very focused on necessity based assets. If we are buying something that is focused more, let's say, in an industry that we might be a little bit more nervous about than another industry, than I think we're probably just more focused on coverage ratio there and the credit of the actual tenant we might be backing it up and who's the guarantor. I guess, what I'm saying is what has been a little different around the acquisitions is not so much the asset type, other than we're probably shying away from apparel and electronics, but has really been a very big focus around credit. It is real estate, but it's all absolute net lease. And this long-term leases and folks in the space the way the industry seems to have evolved, it's very much a credit analysis, more than is a bricks and sticks analysis. So we do a replacement cost analysis around it. But it's maybe not as useful if you want to be competitive in that space. As you might find it, let's say, investing in an office building. This is sort of meandering answer for you, Bryan, but that's sort of what we're learning about that space.

Thanks, Adam.

[Operator Instructions] The next question is a follow-up from Bill Katz of Citigroup. Please go ahead.

Okay. Thank you for indulging coverage questions, two different questions, Matt for you, within your guide for both maybe the first quarter and your qualitative thoughts on 2020. How should we think about the ratio of reinversible compensation? Is there anything in the business that would just sort of continue to enhance that ratio to your favor?

No, the way we see the workforce evolving, which is pretty static, based on our projections for this year. And again, it's critical that you bifurcate compensation between cash and equity based and on the cash it’s going to stay at 45%.

Okay. And then just a big picture one, [indiscernible] a question, but if we're in a more of a static rate backdrop for 2020, how does that impact the platform either way, if at all?

I'm not sure it has a meaningful impact. On the platform because I think there are such unique things going on, specifically, our REITs that are driving the share price more than changes in interest rates today. Obviously, REITs are very low interest rate sensitive, but I think at our specific companies there's a lot going on. And as we execute on that, that will have a bigger impact on their share prices in my view than may be changes in interest rates or static interest rates.

Okay, thank you.

As there are no further questions, this concludes our question-and-answer session. I would like to turn the conference back over to Adam Portnoy for any closing remarks.

Thank you to all for joining us. We look forward to updating you on our progress and the first quarter conference call in early February. Operator that concludes our call.

Conference is now concluded. Thank you for attending today's present. You may now disconnect.