Good day, and welcome to The RMR Group's Fiscal Q3 2020 Earnings Conference Call. [Operator Instructions] Please note that today's event is being recorded. At this time, I would like to turn the conference over to Michael Kodesch, Director of Investor Relations. Please go proceed.

Good afternoon, and thank you for joining RMR's third quarter fiscal 2020 conference call. With me on today's 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, 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, August 7, 2020 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 found on our Web site at www.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 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.

Thanks, Michael, and afternoon everyone. I'd like to begin today's call by recognizing the immense effort and dedication we've seen across our organization despite the impact of the COVID-19 crisis on our businesses. The last four months have been extraordinarily challenging. 100% of our managed office and industrial assets have remained operational and available to our tenants, though approximately half remain lightly utilized. With a nationwide platform of over 2100 properties across multiple commercial real estate sectors, I like to first share some insights regarding the sectors we operate in. As it relates to commercial real estate investments sales, we've witnessed transaction volume declines across all sectors. As a point of reference, the volume of transactions screened by our acquisitions team decreased by over 40% relative to the average volume of transactions screened in a typical quarter. With overall volume down, private capital dry powder earmarked the commercial real estate coupled with historical low interest rates has helped properties hold their value and keep cap rates close to pre-pandemic levels, especially in the top performing sectors such as industrial and net lease office. In each of these highly sought after sectors, we've experienced competitive bidding processes with buyers getting close to brokers expectations. With that said values in the more negatively impacted sectors such as hospitality, senior living and non-essential retail will take longer to recover and we expect there may be select acquisition opportunities with these types of properties at distressed prices in the future. These same trends have impacted many of our managed equity REITs disposition programs, as we have seen a reduction in number of buyers available for hotel, senior living and non-essential service retail dispositions. In many cases, we have both prospective transactions due to buyer seeking price reductions, or because we had concerns around the…

Thanks, Adam. Good afternoon, everyone. Since our last earnings call, our organization's operational focus has turned to ensuring our tenants return to safe environments as well as continuing to care for our employees health and safety. Across the country, our operations teams are engaging with tenants regarding their plans to bring their workforces back to the office. This tenant engagement in our health and safety efforts have led to many tenants sharing positive feedback regarding our protocols and procedures, where buildings continue to remain underutilized, we have kept our focus on mitigating unnecessary costs, which includes energy savings and the reduction of non-essential building services. Turning to our financial results, for the fiscal third quarter, we reported adjusted net income of $6.2 million or $0.38 per share and adjusted EBITDA of $19.6 million. Over the course of the quarter, we were pleased to see a sequential increase of almost $600 million in our fee paying assets under management, which in turn help drive our monthly management services revenues higher each successive month in the quarter. Management and advisory services revenues were $39.3 million this quarter, which represents a decrease of $4.9 million on a sequential quarter basis. This decrease is due to declines in the market capitalization of our managed equity REIT and the adverse impact of the pandemic on our managed operators. Revenues of $39.3 million exceeded the high end of our guidance due in part to our managed equity REIT share price improvements this quarter, as well as tenant rent deferrals and construction delays, being less impactful than initially projected. As it relates to our monthly based business management fees, the majority of our managed equity REITs continue paying these fees on an enterprise value basis. The impact of being on this lower measure results in annual loss…

We will now begin the question-and-answer Session. [Operator Instructions] Today's first question comes from Owen Lau with Oppenheimer. Please proceed.

Could you please give us a little bit more color on your hotel and senior living portfolio? And I think you shared some of it in your prepared remark, but if you can also share the latest trend of the occupancy rate that would be great. Thank you.

Sure. On the hotel portfolio, we've seen a steady increase in occupancy from April through July. I think it's starting to level off or it feels like it started to level off as we've gotten into July. And that not surprisingly sort of corresponds with the increase in COVID cases through large parts of the country, which is sort of put a damper on some of the growth that we're experiencing. Our working assumption is that any occupancy growth from here will be pretty slow through the remainder of the year and/or until there's perhaps a vaccine widely available -- indoor therapies widely available, because I believe that is sort of the gating item. Least we think it might be the gating item before hotels really start to come back. So we saw a steady improvement through the middle of the summer, July and it feels like its sort of leveling off here and we expect it may level off here for some time, the length of that time is unknown. With regards to senior living, again, I would say a slowdown in the deterioration is maybe the best way to say it. There we've also, as you've probably seen, had occupancy deterioration throughout the quarter. The rate of deterioration, though, was slowing each quarter and was actually getting almost stable as we got into June. Again, similar to what I said about hotels, as we've seen a rise in COVID cases in those communities, not just the ones we operate, but industry wide, that has also sort of had a direct corollary with sort of increasing deterioration or accelerating deterioration in occupancy is not deteriorating at the levels at which it was in April and May, but it's sort of peaked or say, best as we saw in June. And since then it's sort of deteriorated a little bit. That's an industry, I think that is going to lag or maybe take perhaps one of the longest industries to recover, just given the fact that is servicing a very vulnerable population that's affected by COVID. The long-term, good news around senior living is that, all the demographics that were there prior to COVID continued to be there. And a large amount of that business is need based -- it's folks that essentially need the services and that drives a large majority of new movements. And so I think, as COVID recedes and we get back to a more normal state, that industry, our expectation is that it will eventually return largely to where we were. And, again, the amount of time it takes for that to happen, whether that's three months or a year, it's sort of hard to know, once we sort of get on the other side of COVID.

That's very helpful. Thank you for the color. And then, for G&A, so again, G&A it's down this quarter sequentially, just like many other companies, so what's your thought about the operating model of RMR going forward? How much of the expense save can be permanent and how much of that is temporary and for how long? Thanks.

Yes, great question, Owen. This quarter's rate at 6.3 million is definitely something I believe we will sustain through the end of the calendar year. And then, as we look into 2021, in a hopefully vaccine environment, I think similar to a lot of companies in corporate America, we are assessing some of our controllable costs like travel and challenging weather, our historical levels can be scaled back through technologies and less in person visits and things of that ilk. So I think going forward for the remainder of this year, this run rate should hold and going forward we're hoping not to give back all of the G&A costs and hopefully we can stay well under 7 million on a run rate basis in a post COVID world.

Okay. Got it. And then, finally, so extending from what you just said, how would that impact the revenue from OPI longer term? What's your thoughts on that? Thanks.

You're talking about, Owen, in the future revenues from OPI to RMR?

OPI because of what [indiscernible] would that impact some of the [indiscernible] some OPI and then that flow back to RMR?

Sure. No, I understand your question better now. Yes. Again, in our prepared remarks, there is a lot of discussion and talk about the long-term impact to office as a result of what's happened in the pandemic and work from home. It's important to stress. It's all clocked at the moment. We have not seen any of it materialize in our conversations with tenants. And that's an important distinction. We have not seen tenants come to us to-date since the pandemic with significant changes in plans because of work from home environments. I suspect that most companies are going to -- most maybe not all, but most companies are going to wait to sort of get through the pandemic and reassess on the back end, what they need to do and will they have an increased number of employees, I think partially work from home. A lot of people cite the Bureau of Labor statistics on this, pre to pandemic, about 15% of office workers were at least partially working from home. And within that about 2% or 3%, were permanently working from home. Do we think that number could increase? Sure, that could increase. Maybe it goes to 20% or maybe it goes to 25. We don't believe though, in our view, for all the reasons that we talked about in our prepared remarks that an environment where people together and the de-densification and training and mentoring and having a touch point where people get together, building a culture. I think at the end of the day, the vast majority of office workers will still work in office. But I think there will be some movement away. It could be some increase in work from home, it is really hard to gauge how that's going to impact OPI. OPI…

Our next question comes from Kenneth Lee with RBC Capital Markets. Please proceed.

You mentioned in the prepared remarks seeing some declines in terms of rent relief. And part of that was due to benefit from the government relief programs. Just wondering if you could just share with us some of your thoughts, what could be the implications for RMR should any of the government relief programs start to tail off? Thanks.

Yes. That's a really interesting question. It's hard to know exactly why some of the rent release have trailed off. I think, as I mentioned about the prepared remarks, we feel very good about our rent collections across the platform for July was 99%. That's pretty much just normal course. I mean, it's close to normal course. So we think that we feel very good about, our rent collections today. In terms of in the future in the second half of '20, if that could have an implication, we're watching it very closely. I'll tell you in the first few days of August, we have not seen any sort of uptick in rent deferral requests. It's very early into August, but we haven't seen any uptick. And of course, that relief program is winding down. It's really hard to say how many of our tenants are really benefiting or using the relief program from the government. It's mostly our smaller tenants we find it's most prevalent in sort of the smaller tenants; we have some smaller tenants in Hawaii. We have some smaller retail tenants. They're the ones that seem to be the most benefiting from it. But the vast majority of the rents we collect across the platform, the vast majority are from large, well capitalized, investment grade rated companies. So it could have an impact but I don't believe the impact will be significant if there is not additional government assistance in the second half of the year.

And I guess the only thing I would add can just to add some color around the magnitude. In the quarter deferred rent was about $17 million on assets we directly manage, which cost us about $500,000 in property management fees that will be recovered later on in the deferral period. So it would take a significant change in the volume of deferrals to get to a number that would have a material impact on our results.

Got you. That's very helpful color there. And just one follow up, if I may, wondering if you could just talk about any updated expectations for timeframes in terms of asset dispositions within the managed equity REITs, specifically OPI and DHC. Thanks.

Sure. I think we will continue to have dispositions across the platforms -- across the managed companies. I think it will be less than what we saw when we embarked -- what we talked about embarking on at the beginning of the calendar year, but there is a find that is going on in the market. Today or since the pandemic began, there's really been a dearth of investment opportunities. But that said, there's a tremendous amount of capital available for investment in real estate. Interest rates are incredibly low, debt financing is largely available. It's not as available as it was prior to the pandemic but it's available. And so we think we will -- whereas in April and May, we were pretty down on our view that we were going to be able to sell anything in the near term. I think we're slightly more optimistic that we will be able to get some transaction sold in the second half of calendar year '20. With regards to OPI and DHC, OPI specifically any disposition there would be 100% opportunistic. And we don't really need to sell anything there. And so we might market some properties for sale. And if we don't get the price we want, there is no -- we don't have to sell it. At DHC we had a stated disposition plan. I think we will chip away at that in 2020. We're being very thoughtful in terms of what we pursue in that disposition plan. Especially on the senior living assets, we're very focused on the ability of the potential buyer to actually perform. And also, you didn't ask about it but in the hotel space, we're also active and thinking about dispositions, but they're even more importantly, if we were engaged in [indiscernible] or disposition activity, we would not probably engage there with somebody that had a financing contingency, let's say. We would only deal or engage with somebody who was an all cash buyer. So it's a case by case and we're being thoughtful of the way we approach it. But I do think we'll sell more and be able to sell more than maybe we originally thought when we announced earnings, last time on earnings call late April early May.

The next question comes from Bryan Maher with B. Riley FBR. Please proceed.

Quick question on your cash cord, which continues to grow and how you're thinking about allocating that. We know you've been in the market for a long time looking for something on the private capital management front, but with what's going on with SVC and intercontinental to the extent that they can't come to some kind of a deal and maybe an awful lot, maybe 100 plus intercontinental hotels becomes an Sonesta. Have you thought about taking some of that money and maybe ramping up Sonesta as a hotel management company to a pretty formidable competitor, since you'll have a lot of assets now in that portfolio?

Sure. Sonesta specifically regarding your question, RMR has a management agreement with Sonesta. But Sonesta is a private company has its own shareholders and I guess what I'd say to answer your question on point. If Sonesta is going to take back hotels and start managing him on behalf of -- more hotels on behalf of SVC, it will need to ramp up. But I think that part of the investors in Sonesta are more than capable and have the liquidity that they would be able to do that without the need for RMR to invest directly into Sonesta on that question. With regards to your more general question around the cash build up at RMR, I agree we are at a very fortuitous position of having no debt in almost 400 million of cash. We are still generating cash after we pay our dividend and pay taxes albeit less than we were at the beginning of the year but we are still generating some cash. This is a unique time. The way I would have thought about using capital at RMR pre-pandemic, I think is changed as we've gotten into pandemic. I see the pandemic, as perhaps, once in a generational opportunity from an investment perspective to take advantage of opportunities that may present themselves. And I think companies that are low leverage and we have no leverage, significant liquidity are best prepared to take advantage of those opportunities. And I think some of those opportunities may not necessarily present themselves early in the downturn. And I still think unfortunately, we're early in the downturn, they may present themselves more midway through the downturn or on the back half or they come out of this downturn. So whereas I might have had a different view in timeline and using that cash at the beginning of the year, I think we're going to be a little bit more patient as we are in this COVID period and thinking that this could really present us a real opportunity to do something pretty special, in RMR in terms of a possible feature, large strategic M&A that could transform the trajectory of the company, let's say. I think it's important that the company stay liquid, no leverage and well positioned to take advantage of that. I firmly believe these are the times when there's such a pullback in the market in the economy that opportunities present themselves and a lot of money can be made in these types of times. And so I just think it's important that we keep RMR flexible liquid to be able to take advantage of that.

Right. And that's a great answer. But to that point, I don't know how sitting on 400 million in cash, Adam Portnoy can resist when you see where some of these stocks traded down to in the second quarter, not allocating 50 million or 100 million to just buying some of those managed equities, just outright. And I know you've said in the past, you don't necessarily want to use that money to double down on those four managed REIT. But the share prices in the second quarter got like stupid cheap and you know what these are worth in the real world. It seems like it might have been and possibly can still even be opportunistic to maybe allocate some of that cash to buy some of these managed equities. Any thoughts on that after what you've seen in the second quarter?

Bryan, I understand your perspective. I think others may share it as well. I still believe that the stock prices have been beat up pretty bad. At RMR, we certainly felt the pain of that. As you know, our management contracts are directly tied to that and we're taking a big haircut as a result of those stock price is coming down and we're highly aligned and incentivized to try to get those stock prices to improve, because we directly benefit from that, because our management fees go up. So you're correct that we are well aware and agree with you that those stock prices are badly beaten up and that we're our hope and desires that we can improve them through the good management of those companies. With regards to your specific question about investing in those, what I'd call historical well established vehicles. I don't think there's much appetite at the RMR levels to do that. I think we continue to be very focused on using our capital, specifically to grow the platform and be very forward thinking in terms of how we deploy that capital in terms of diversifying the revenues. I agree with you perhaps an opportunity to take advantage of some low stock prices and but we have to weigh that versus using that capital to potentially grow the platform and really diversify our client base in the future. And so I don't think there's a real change in thinking around that, but I understand your point.

Okay. And just last for me as it relates to the ILPT JV partner and the likelihood of another JV partner joining that entity. Do you see any other I mean, you have relationships around the world with private capital. Do you see that maybe unfolding with any of the other externally managed REIT platforms or do you think that's kind of mostly just an ILPT thing?

No. I think that there's something there that unfold with the other managed vehicles as well. I think, first course we're -- I think to get close on this ILPT project. Hopefully we'll have something announced on that soon. And if we get that behind us, I think there could be follow on opportunities at the other managed REITs as well. And so that is something we are thinking about.

The next question comes from Bill Katz with Citigroup. Please proceed.

So just coming back to the opportunity to play capital through M&A. In early part of your commentary, sort of heard you want to get something off the ground in the second half of the year, I did de novo through deals. And then just so listen to the commentary on capital management being patient. Can you talk a little bit about the timeline there and then maybe what kind of milestones should we be looking for from some of the data that might suggest you might be getting closer to deploying some of that capital?

Yes. Bill, I think two fronts -- we're working very -- there is two parallel paths we've been going down to try to get a private capital management business up and going. And I'm confident that in calendar 2020, there will be announcements that largely establish that business at least get largely off the ground. We have having very productive conversations in both fronts. I would say that the speed -- we seem to be having accelerated conversations with regards to the ability to raise the direct capital ourselves and form the vehicles on our own. That's not to say we aren't in discussions regarding strategic M&A at the same time. And so I think, there'll be announcements on either strategy or both in calendar 2020 is what I think. And I think that in those announcements, there could be an allocation of some of the capital or obviously, if it's strategic M&A, I think we'd be using some of the capital. If it's launching a vehicle, they may or may not have a component where RMR is contributing capital. But I think you'll see announcements in the second half of 2020, on both or one of those sort of strategies. And then, I think, it's hard for me to imagine in 2020, we would earmark all 400 million of our cash. By the way, do I think we'd ever spent all 400 of it? But, I think there would be some amount of it, it's still there to be deployed as we got into '21. And again, I think the opportunities that could present themselves around what I'd call a meaningful and transformational, perhaps M&A opportunity may not appear until late '20 or into '21. And, again, I think it's important for us to remain liquid and be there to take advantage of that. There's a lot of -- some of our competitors that are not as good -- a fortunate position as us. And I think there could be opportunities to engage with those competitors and do something pretty interesting. Now that may not happen but I just, it's I think, again, we're in such a unique period and such a unique time that I would really hope that we try, we remain flexible and liquid enough to take advantage of any of those opportunities.

Okay. It's helpful. So just on that, as you look at your footprint today and assume that you have something going on in the private market side, when you said transformational, can you maybe expand a little bit on your thinking about how you could foresee that transformation?

Sure. Well, an easiest example would be a very large private real estate private equity shop, let's say, that we could buy. That has the ability to add significant a) win to our platform. That would be the most obvious. I'm confident we will build a moat, if we don't buy it, we will build, it may take some time, but we will build a multi-billion dollar private capital platform. We can accelerate that growth and maybe expand upon that growth through potential M&A. And it could be potential, substantially sizable M&A that we could think about. There's nothing sizable that would use up all of our capital today that we are actively looking at. I just want to be clear, but I want to be in a position I think it's important for the company to be in a position, given the environment we're in that we could be able to look at something like that, if we were to present itself. And so that's how we're thinking about it.

[Operator Instructions] Our next question comes from Mike Carrier with Bank of America. Please proceed.

Hey, guys, this is Dean Stephan on for Mike Carrier. You guys did a good job of raising capital and increasing liquidity at the managed REITs throughout the quarter. Just wondering if you can provide any more color on the current liquidity positions at the REITs, any near term debt maturities we should be aware of and if you anticipate raising any additional capital moving forward.

Sure. We think all of our managed businesses, including the equity REITs, specifically have tremendous -- have good liquidity. We have dealt with all -- essentially all maturities through '21. Our two biggest vehicles DHC and SVC are sitting on both over a billion dollars of liquidity and no maturities or no meaningful maturities through '21. We feel very good about the liquidity position. The other businesses also remain very liquid. And so we don't believe we need to raise additional liquidity anywhere. That doesn't mean that on an opportunistic basis, if we might raise additional capital at some of the vehicles. But it would not be based on a need to increase liquidity and be much more around being opportunistic around raising liquidity.

Got it. That's helpful. And then just as a follow-up, given the sustainability report that Matt talked about, can you provide or can you talk about the impact ESG has had on the overall business, how you're seeing that impacting the business longer term? And what sort of client demand there's been for ESG transparency at either the RMR or the managed REIT level?

So ESG is becoming more and more important across the platform. It's important to investors in on our vehicles, it's important to tenants that leased space from us. It's important as we think about expanding into the private capital business for potential investors in that space. Direct capital providers are more and more focused on ESG. As a real estate company up until the pandemic, I would say the E in ESG was probably the most focused on because we're a real estate company. So we're most focused on the environmental aspect of it. Being a public company -- being public companies, I think governance has become more and more important. But in the world we live in today, I guess the S, the social has become more important too. And I think that's something that, investors, tenants, our employee base, are all focused on and it's something that we have to devote and we should and I believe we're good at it, are devoting more effort and resources around. Matt, do you have anything to add.

Yes. I guess the only other thing I would highlight, we use the word inaugural sustainability report, but this is not a new concept for us. And we've tried to highlight that throughout our report that these concepts have been in place as part of our infrastructure for over a decade now. And I think we took great pride in finally getting to your point where we put it all in one report to tell the world about all the great things we do. But it's clearly an underpinning of our organization and something we're really excited about getting out there in the public domain.

This concludes our question-and-answer session. At this time, I would like to turn the conference back over to Adam Portnoy for any closing remarks.

Thank you for joining us on today's earnings call. Operator that concludes our call.

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