Good day and welcome to the RMR Group Fiscal First Quarter of 2021 Earnings Call. All participants will be in a listen-only mode. [Operator Instruction] After today’s presentation, there will be an opportunity to ask questions. Please note that this event is being recorded. I would now like to turn the conference over to Michael Kodesch, Director of Investor Relations. Please go ahead, sir.

Good morning, and thank you for joining RMR’s first quarter of fiscal 2021 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 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, February 2, 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.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 margins will be found in our earnings release. And now I would like to turn the call over to Adam.

Thanks, Michael, and thank you for joining us this morning. For the first quarter of fiscal 2021, which ended on December 31st, we reported adjusted net income of $6.9 million, or $0.41 per share, and adjusted EBITDA of $21.4 million, both sequential quarter increases. We ended calendar 2020 with $32 billion of gross assets under management and remain well capitalized with $383 million of cash and no debt. Similar to last year, due to RMR having a September 30 year-end, and most of our client companies having December 31st year-ends, we are limited as to what we can discuss as we are reporting results in advance of our client companies. Overall, I am reasonably optimistic as we begin 2021. While the pandemic has presented many challenges to the broader economy and many of the real estate sectors we operate in, it has also allowed RMR to demonstrate the resilience and sustainability of our business model. Throughout the pandemic, our business continues to generate cash flow in excess of our dividend and operating margins remain strong. In addition, with over 80% of our revenues coming from our managed equity REITS, our contractual arrangements continue to align us well with our REIT shareholders. I would like to highlight some of the more noteworthy events at our client companies that have occurred since our last earnings call. During this past quarter, we announced the closing of our private capital investment vehicle, which is known as the industrial fund. ILPT used proceeds from the initial asset sales into this fund to repay debt, which should ensure ILPT’s leverage remains at a moderate level. ILPT continues to focus on acquiring high-quality industrial assets, but now has the option to sell interest in these acquisitions to the fund. In early January, ILPT acquired a $44 million…

Thanks, Adam, and good morning, everyone. As Adam highlighted earlier, we reported adjusted net income per share of $0.41 and adjusted EBITDA of $21.4 million this quarter. Adjusted EBITDA margin was 49% this quarter, representing a 20 basis point increase sequentially and a 190 basis point increase from our 2020 low point. Management and advisory service revenues were $41.3 million this quarter, a $1.1 million increase on a sequential quarter basis. This increase was due to share price appreciation over the course of the quarter, primarily at SVC and increases in construction management fees due to development activity. As of December 31, 2020, all our managed equity REITs, except ILPT, are paying base business management fees on a market capitalization basis. The impact of being on this lower measure results in a loss revenue opportunity of approximately $52 million. While there is still significant opportunity ahead, we are pleased that recent share price improvements have helped reduce our loss revenue opportunity from a high of $56 million this past summer. As it relates to incentive fees for calendar 2020, unfortunately, none of our managed equity REITs total returns exceeded their peer averages. While the pandemic and repositioning efforts at our REITs presented headwinds over this past measurement period, we are hopeful that several of the strategic actions outlined in Adam’s prepared remarks could position our REITs to outperform their peer groups in future measurement periods. Looking ahead to next quarter, assuming December average share prices for our managed equity REITs hold steady, we expect management and advisory service revenues to be in line with this quarter. With that said, next quarter’s revenues will include the impact of a number of other variables, which include a projected decline in construction activity on managed REITS resulting in decreased construction management fees of…

[Operator Instructions] Our first question will come from Bryan Maher with B. Riley FBR. Please go ahead.

Adam and Matt, thanks for those comments. I would like to drill down a little bit more on the Red Lion and Sonesta game plan. And what the thought process is there and the resource allocation to integrate the two and where do you envision that going over the next kind of three to five years?

Sure. So the Red Lion acquisition at Sonesta, while it is subject to shareholder vote, we can’t assure we will close, but we are optimistic it will close. If it does close, it will really significantly increase the size of Sonesta to over 1,200 hotels. That will make it one of the largest hotel companies in the United States. In terms of number of hotels, it would be bigger than Hyatt to give you a frame of reference. It also significantly increases or accelerates Sonesta’s franchising business. To be a significant and major hotel operating company in America today, you have to have a franchising capability, which we have one at Sonesta. We do franchise some hotels internationally outside the United States. You don’t have much or anything here domestically. Red Lion, virtually all of its hotels are franchised. And it comes with a platform that will really sort of help Sonesta accelerate that growth. Where we see Sonesta going in the next few years is really becoming a top-tier hotel platform or operating business in the industry. And we think that is good for RMR, it is good for Sonesta. It is also really good for SVC. SVC is taking back many of the hotels it had with IHG and Marriott. It may take back some hotels from Hyatt, taking back some hotels from Wyndham. And it is giving almost the lion’s share of those hotels to Sonesta to manage. It is one thing to ask Sonesta to manage those hotels when it is still a relatively small operating business. It is a very different thing for SVC and its shareholders when it is one of the larger hotel operating businesses in America for SVC. And again, from SVC’s perspective, it owns 35% of Sonesta. So it also gets…

Great. And my follow-up question is on the private real estate capital expansion, you have done industrial. Do you see or can you foresee moving into another space, whether that is, let’s say, hospitality or office? And in light of all you see kind of day-to-day across your broad expanse of real estate in the U.S., where are you seeing the biggest opportunities that you would like to pursue?

Sure. The short answer is we are talking to folks about various sectors that we are involved with. Everything that you mentioned, we are talking to people in the health care side, hospitality side, the retail side, office side. So pretty much every sector we touch and are involved with, we are having some sort of dialogue with private capital investors about being able to expand that. And so I think there will be some additional opportunities for us to organically grow that business in 2021. To answer your question, where I think the most interesting opportunities present themselves today, there are obviously opportunities in hotels. There is also some really interesting opportunities in my mind around net lease retail, single-tenant net lease retail, not necessarily malls, but net lease retail. And then maybe one of the most interesting spaces that I personally think could be very interesting is office. Office, performance-wise, financially, as a sector, has held up extremely well during the pandemic. But there is a lot of sourness around the office in this - or office sector because there is a lot of folks that believe that there is going to be a wholesale shift in the way office is being used. Within RMR, I’m not sure we believe it is going to be as big a shift, long term, in office use by office users. We take the view that there will be some changes, but eventually, medium- to long term, office use will largely return back to the mean, and most folks will end up back in the office, at least most of the time. And that backdrop presents, in my view, a really interesting opportunity around office because you have a supply/demand in balance in terms of capital, seeking out to invest there. And on a risk-adjusted basis, you could argue that office could be perhaps one of the better opportunities out there today. They are, in my view, specifically thinking about office in and around the sunbelt, maybe outside of some of the top tier - Tier 1 gateway cities could be an interesting strategy to think about. So that gives you a sense of how we are thinking about stuff.

The next question will come from Ronald Kamdem of Morgan Stanley. Please go ahead.

Great. Just going back to sort of the industrial fund. Just trying to get a sense of how quickly you guys are thinking about that portfolio can grow. I know there is 12 initially. I think you touched on sort of ILPT-buying assets potentially dropping down. But how should we think about sort of the potential growth in that and maybe can you also clarify the strategy in terms of what you are looking for in industrial? It sounds like it is small or middle markets property and so forth. Curious about that as well.

Sure. So on the industrial side as a whole, as a firm, we will talk about where the assets might end up. it is hundreds of millions of dollars per year that I think we could deploy there. Now where they actually end up from RMR’s perspective, we are a little bit agnostic. It could end up staying in ILPT, ILPT could decide to drop it down into the fund because remember, it is the option of ILPT to do that. And you might ask next, so what is the decision tree there. The decision tree there is really driven by the cost of capital for ILPT and specifically the cost of equity capital. ILPT has the ability to, basically through the industrial fund, sell equity interest at the property level and NAV today versus selling equity interest at the corporate level far below NAV. So obviously, today, it makes a lot more sense if you are going to raise equity capital to do it down at the property level at ILPT and NAV and drop it down into the fund. And so that is maybe where we sit today, that is maybe the more likely outcome in terms of where assets end up. But again, from where we sit, we are a little agnostic, whether it just stays in ILPT or it goes down the industrial front, either way, it is growing. And in fact, if it ends up staying in ILPT, it is largely because perhaps our cost of equity capital at the corporate level has improved significantly, and that would be a very good thing across the board, from RMR, for ILPT shareholders, for a whole host of reasons. In terms of the strategy, the type of assets we are looking at, you are right. That I…

Great. That is helpful. Just had another one, thinking about sort of both the fee-paying AUM and incentive fees. I guess, number one, sort of on the fee-paying side, you saw something that AUM cover this quarter. Clearly, a lot of work has gone to the company and so forth. When you are talking to investors and so forth, what sort of the view, what sort of the feedback you are getting in terms of the performance of those companies, right? Because as we sort of reopen, as the economy comes back, the stimulus comes in, it feels like the market could go higher here, which would be upside for you guys. So just sort of curious, what the investor feedback is on the REIT company. Sorry, it is a long one. But the second part of that is our work sort of shows that OPI is getting closer and closer to earning an incentive fee based on the performance of the staff. Just curious what you guys are thinking about there, and how that strategy is evolving.

Sure. So we have four big equity REITS. The two biggest ones are our health care REIT, which is DHC and then our hospitality and retail REIT, which is SVC. I think, yes, those two companies are poised well to benefit from the economic reopening, the vaccinations becoming more widespread. There is a house view within RMR. We feel generally pretty confident that things are going to start getting pretty much better as we get into the summer and third and fourth quarters in terms of those industries. Within the senior living industry, it may even be a little earlier than that. Those senior living communities will largely, as an industry, be largely inoculated fully by the end in Q1. That positions them well that they may start to see a recovery, sort of the first sort of sector to see a rebound because if they are fully inoculated, they really can turn their attention to new admissions and growing occupancy, and you could start to see a turnaround there, maybe in the second quarter. So we feel very good about where we are with - as the economy opens and vaccinations in terms of what is going on in our hospitality, health care, even the retail side of the house as well. Our office and industrial REITs and sectors continue to perform very well through the pandemic, and we expect them to continue to perform well. I will let Matt talk about incentive fees.

Yes. And I guess just on fee pay AUM, just to add something to Adam’s comment. When we talk to investors, I think the one thing I would highlight is that lost revenue, that is gone from 56 to the low 50s now. If we do nothing, but just focus on our organic REIT, that is all EBITDA flow-through and just straight forward organic growth. So I think in investors see that opportunity and should see it play out in 2021 for some of the reasons that Adam talked about. In terms of incentive fees, we agree with you, Ron. I think what we have seen since this incentive fee structure was put in place is that troughs and performance at our managed equity REITs tend to present opportunities in the long term as they recover and tend to far outperform their peer groups because of that low point. And specifically, as it relates to OPI, while it is still a ways away, you are right through January of this year, we are cautiously optimistic. 2022 is a long way away. So we are really not in a position to comment, but I would agree with you on 2021 for OPI.

Got it. Helpful. Yes, it just seems like think about how the way the company is positioned, as the economy reopens, I think there is potentially a nice upside for the fees. So that answer all my questions. Very helpful.

The next question will come from Kwun Sum Lau with Oppenheimer. Please go ahead.

Adam, could you please give us an update on the progress of your strategic acquisition. And I heard that you mentioned it would happen in the coming years. And if I remember correctly, previously, you mentioned it may be happening in the coming months. Could you please elaborate a little bit if there is any change in the thinking here?

Thanks, Kwun. Thank you for that question. There has been a little bit of a shift in our thinking. I did go into, I think, a little bit of detail in my prepared remarks around that. About two years ago, we were very public in talking to investors about how we were going to basically take this time to really try to seek out an M&A partner or make a strategic acquisition to sort of help jump-start our private capital investment business. And simultaneously with that, we also said we are going to try and organically build it. We have been having, I think, pretty good success in getting some pretty good momentum, building it ourselves organically. On the M&A front, we have, for two years, been at this. We have had numerous conversations. We are continuing to have, what I would characterize is, a handful of conversations with folks. But deal activity in and around real estate asset manager space has been very muted in - specifically, in that sector, especially for control transaction, which, I think, again, what we are focused on is the right thing for us to focus on for various reasons. So there hasn’t been a lot of activity. And then even those conversations that we are still having, it is becoming more and more evident to us that it is unlikely that we would be using the majority of the cash that we have built up on our balance sheet. And so we always said that we were going to spend some time to really evaluate the M&A market that we were going to try to use the M&A process to sort of jump-start the private capital investment business. We haven’t given up. We are still trying that. But it is becoming more and…

Got it. Just a quickly follow-up on that thinking. So does it mean that your - I think, you also talked about that a little bit. Does it also mean that you are also open to buyback an onetime dividend? Is it the way investors should think about that?

Yes. I think that is exactly the way we were thinking about it. In terms of when I say return capital to shareholders, those are the obvious things. Dividend increase, either one time or recurring or stock buybacks.

Got it. Just one final housekeeping question, if I may. So for the commercial mortgage with RMRM, could you please talk about if there is any change in the fee structure? How should we expect the revenue contribution from RMRM to RMR down the road?

Yes. Owen, RMRM, now that their mortgage REIT is going to follow the same contractual arrangement as TRMT, our other mortgage REITS. So it will be 150 basis points of equity and their equity is about $192 million. So it is about $2.9 million in annual fees.

The next question will come from Jim Sullivan with BTIG. Please go ahead.

Thank you Adam. I just wanted to ask a couple of questions here on the Sonesta acquisition of Red Lion. You talked about this earlier. But looking at the what Red Lion has been able to do in terms of franchising over the last two years. They have lost a considerable number of properties where the franchises were terminated. And they operate. I think it is about five brands in mid-scale and five brands in economy, with the economy, obviously, being the - no pun intended, the lion’s share of the portfolio. So I guess, when you talk about expanding the franchising, that would amount to a kind of a reversal of trend for the company. And I just wonder if you can help us understand what the strategy will be. Will you look to reduce the number of brands here, number one? And number two, will you look to expand the franchising into higher price points or not when it comes under Sonesta ownership?

Sure. Jim, great questions and great to have you on the call. With regards to the franchising business there, you are correct. The Red Lion, it is public, has, over the last few quarters, had a reduction in number of franchisees. I think the goal, if we are able to acquire Red Lion, and again, I’m optimistic we will, but it is subject to a shareholder vote, the focus is really to stabilize the business, the existing business, as it is, stop the reduction in the number of franchises and even start to turn that around in the coming quarters. I think in terms of the brands, our mid-scale and economy, in terms of what we are going to do, I don’t think there hasn’t been a final decision about which brands we may continue to run. There are some obvious ones that have a large number of franchises that we would obviously keep. There is a couple of brands that you have to wonder who doesn’t make sense to continue with them. but those decisions have yet to be made and won’t probably be made until we close on the acquisition. I also want to point out, Sonesta has announced that it is hired an industry veteran that has over 35-years in franchising, did it in a very similar economy segment. [Keith Pearce] (Ph) is somebody that is going to be joining Sonesta as part - if we had closed on this acquisition, as an Executive Vice President and the President of Franchising development. We are pretty confident that he has the experience and expertise to help us turn around that business, and he is very focused on helping us do that. In terms of where we could take it, the obvious thing we can think about doing - and again, I would say this is some quarters after the acquisition. So first step, stabilize it, reverse the trend, start to maybe even grow the existing franchises. And then you start thinking about, okay, where at the logical place you can expand the type of franchising they do, which, you are right, is around economy and mid-scale. Well, the obvious places you would expand that too is what we have under Sonesta called Sonesta ES Suites or Sonesta Simply Suites or Sonesta Select. I mean that would be the logical place, and I think that is where we would think about expanding the franchising business into the Sonesta brands to start. The holy grail of where we ultimately want to get to is ultimate franchising Sonesta and Royal Sonesta. Of course, we are very cognizant of the fact franchising economy hotels is a different business than franchising full-service luxury hotels. And so we do plan to get there, but I think we are planning to sort of work our way up the segments as we start to roll the Red Lion franchising into the Sonesta business.

Okay. And then one quick follow-up question on the possibility of returning cash to shareholders. You have talked about that as a possibility as you consider the alternatives. Is there a timing, a date when you think you are going to make a decision to fish or cut bait here by the end of this year, it is the end of next year? Do you have any informal timing?

we will make a decision one way or the other before the end of our fiscal year September. And so I think that is sort of the time line we are focused on is sort of making a decision around the question of returning share of capital to shareholders. If we do it, I think the van is sometime before the end of the fiscal year.

The next question will come from Kenneth Lee with RBC capital markets. Please go ahead.

Just to piggyback on that previous question in terms of capital return to shareholders. I wonder if you could just share with us some of the key considerations that could potentially influence whether that capital return could take the form of either dividends or share repurchases.

Sure. If we go down this path of returning capital to shareholders, those are the obvious 2 questions we have. Both put money in shareholders’ hands, so to speak. One is very tangible. The other is less tangible, meaning if it is not cash. The issue around that we have wrestled with. And again, these are early discussions is in and around our flow. And that sort of has an impact on whether we do a stock buyback or not, if we were to do a return of capital to shareholders. And what I mean by that is we don’t have a particularly large flow. And we have dealt with many shareholders that have told us, "Oh, we would love to buy more shares. And we love to get into your company in a big way. We think your business model is great, but you have such a small float, we can’t efficiently get in and out." And so we are wrestle with that. That is the issue I think we wrestle in and around. A stock buyback that is sort of - we also have to deal with. It also depends, of course, where the share price is trading in and when we would consider a stock buyback. And I really don’t have a view as to what that price would be in order to sort of push us one way or the other. But obviously, the share price is obviously a consideration as well. Cash is very tangible. It is something we can put shareholders - it is easy to quantify. And so that is - those are the sort of the considerations as we go through it. And again, I’m not trying to tip the scale one way or the other. I’m just telling you that is how - those are some of the issues we are thinking about.

Great. Very helpful. And just one follow-up, if I may. You mentioned in the prepared remarks, potentially expect some transition of hotels from Hyatt as well later this year. I wonder if you could just frame out the potential either revenue impact or at least give us the number of hotels that is potentially involved.

Yes. If it happens, and again, SVC has been pretty clear around this, that it is likely going to have some discussions with a Hyatt. Hyatt sent SVC a termination notice. It sounds a little backwards, but they sent us a termination notice. We are going to be engaged, SVC and RMR. We are going to have some discussions with Hyatt. We will see where those end up. I really don’t have a view one way or the other, where they are going to end up at this point. But if they were to not be fruitful, and we could end up taking back all 22 hotels is a scenario where we only take back some of those hotels, for example, or as a scenario, we take back none of them. But again, it is 22 hotels, they are all Hyatt places is what they are branded. If they were to become Sonesta’s, I suspect they would become Sonesta Select’s is what I suspect they would become. Matt, do you have a view on the numbers?

This would be ballpark, Ken. You are probably talking $0.5 million a quarter in potential revenue opportunity, and that is a very round number. I think we will see how the negotiations play out and give you more color next quarter.

The next question will come from Mike Carrier with Bank of America. Please go ahead.

Hey, good morning. This is Dean Stephan on for Mike Carrier. Most of my questions have been answered, so just a quick one from me. Given the lack of multifamily exposure across your real estate portfolio, I was wondering if we could get some of your views in regards to the potential attractiveness of that sector. And if you guys would consider no potential M&A JV or organic growth opportunities in that area down the line. Thanks.

Yes. Great, great question. It is the one you are correct and correct to point out. So the one sector in commercial real estate that we don’t have a significant presence in. Yes, it is an area as we have had strategic conversations around prudential M&A that we have been focused on with folks that have a significant expertise and presence in that space. It is an area we could obviously acquire. It is also something that we are thinking about as we think about repositioning many of the assets that in the senior living as well as maybe more importantly, the hotel side of the business that we - SVC and DHC are now - have taken back that it could consider possibly turning them or renovating, converting them into multifamily, specifically workforce housing. That is something that I think the advantage of the RMR platform really gives the REITs is the - it is we are a robust nationwide vertically integrated real estate company. And we have offices all over the country. We can engage in a conversion project ourselves. We don’t need to take a partner on to do something like that, where we could take a handful, maybe more than a handful of some of the properties, especially on the hotel side, perhaps, and think about converting them into multifamily, specifically workforce housing. And that could be sort of a catalyst to sort of to grow a new line of business. That could be a way of organically doing it. Of course, it has to make sense to SVC and/or DHC, if we did it with any senior living assets to make that conversion. But that is how we are thinking about it. It could come through strategic M&A, but we are also exploring, building it ourselves to some extent.

The next question will come from William Katz with Citi. Please go ahead.

Hi, this is Millie Wu on for William Katz. I just have one question on the dispositions. Can you please give an update on the timing and level of such disposition?

Sure. So across the platform, I don’t expect there to be material dispositions in calendar year 2021. Both the two companies that were poised to consider large-scale dispositions as we went into the pandemic, was specifically DHC and SVC, specifically around those two companies. Both those companies have largely put most disposition activity on hold. There will be, I think, a smattering or a limited amount of disposition activity that you could see in and around some hotels, but I don’t think it would be large portfolios, it could be one-offs. You could see some smattering of disposition activity in and around senior living assets. But again, I don’t think it would be a large portfolio, I think it would be one-offs. I think you could see some opportunistic sales. At OPI, we had a very opportunistic sale in Richmond, Virginia. We sold a building for $130 million. That building was fully leased. It is a great building. We did not plan to sell that building. It did not go to market. It was an off-market transaction. We felt it was very good pricing. So we moved forward with it. We could see a couple of transactions like that, that appear. But I don’t think dispositions in 2021 will be a material story for the entire platform.

Millie, we have very limited disposition activity in the forward-looking numbers I outlined in my prepared remarks.

Okay. Got it. Thank you that is very helpful.

The next question will come from Jim Sullivan with BTIG. Please go ahead.

Yes, hi. Thanks for taking the follow-up Adam. The question I have is, this is obviously with all of the distress that we are seeing in the market, a time for creative thinking. And one of your peers formed a SPAC recently that you probably saw the headline on. And given your level of vertical integration, I’m just curious, obviously, you are sitting on a lot of cash, but I just wonder if you considered the feasibility or the attractiveness or the possibility of forming us back to look at some companies that might be in distressed Operators or real estate owners as a way to grow the business going forward.

Sure. Jim, it is a great question. We have been obviously studying the SPAC business pretty closely for several months. A lot of investment banks have pitch us this idea aggressively. So far, we have held off on it. It is not to say we couldn’t think about doing something along the line. You have mentioned, Jim. But so far, we have held off. And partly, we have been holding off is because we have talked a lot about how focused we have been on our own M&A activity. And to date, we haven’t closed anything or announced anything. And so I’m a little worried as an organization, then it could be a distraction, to be honest with you. there is an opportunity to make money there, I agree. But until we sort of get the core business in terms of getting a private capital business up and really going and whether we are going to do that through some of M&A on ourselves. I have just been worried that it will just be a large distraction for the organization today. That being said, we have seen our peers - several of our peers, I think Simon just announced one and the -.

[TRE] (Ph) Tishman.

Tishman. There has been a lot of folks that have done it. And so we have been studying what they have been doing. I don’t rule it out. I’m just sort of explaining why we have been a little reluctant to-date to do it. It is just been where we have been focused on M&A. But it is something we could consider.

Okay, very good. Good answer, thank you.

This concludes our question and answer session. I would like to turn the conference back over to Adam Portnoy for any closing remarks. Please go ahead, sir.

Thank you for joining us. Prior to our next quarterly earnings conference call, we look forward to seeing many of you at the 2021 RBC Capital Markets Financial Institutions Virtual Conference on March 9th and 10th. Operator, that concludes our call.

The conference has now concluded. Thank you for attending today’s presentation. You may now disconnect.