Tim Bonang - SVP Adam Portnoy - CEO Matt Jordan - CFO.

Bryan Maher - FBR & Company.

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

Thank you, and good afternoon, everyone. Thanks for joining us today. With me on the call are President and CEO, Adam Portnoy and Chief Financial Officer, Matt Jordan. In just a moment, they will provide details about our business and our performance for the third quarter of fiscal 2016. They will then take questions.

I would like to note that the recording and retransmission of today’s conference call is prohibited without the prior written consent of the company. Also note that today’s conference call contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws.

These forward-looking statements are based on our remarks, beliefs and expectations as of today, August 9, 2016, and actual results may differ materially from those that we project. The company undertakes no obligation to revise or publicly release the results of any revisions of the forward-looking statements made in today’s conference call.

Additional information concerning factors that could cause any differences is contained in our filings with the Securities and Exchange Commission or SEC, which can be accessed from our website rmrgroup.com or the SEC’s website. Investors are cautioned not to place undue reliance on any forward-looking statements.

In addition, we will be discussing non-GAAP numbers during this call, including adjusted revenues, adjusted EBITDA and adjusted EBITDA margin. A reconciliation of net income determined in accordance with U.S.

generally accepted accounting principles or GAAP to adjusted EBITDA and a calculation of adjusted EBITDA margin can be found in the news release we issued this morning. And now, I would like to turn the call over to Adam Portnoy to begin our quarterly review.

Adam?.

Thanks, Tim, and thank you to everyone for joining us this afternoon. Before, I begin with our third quarter results. I would like to discuss our recently announced acquisition. Yesterday, we announced the purchase of Tremont Realty Capital, a firm that specializes in commercial real estate finance.

Tremont principally raises debt and equity capital for owners of commercial real estate and serves as a manager of private funds invested in commercial real estate loans.

Since its founding in 2000 Tremont has completed over $4.6 billion worth of commercial real estate transactions and it currently has over $200 million of real estate loans under management. Tremont is headquartered in Boston, and has offices in New York, Chicago, Newport Beach, California, Hartford, Connecticut and Annapolis, Maryland.

RMR’s majority-owned subsidiary, The RMR Group LLC acquired the business of Tremont in an asset purchase transaction for an upfront payment of $2.2 million excluding transaction costs. Tremont also has the right to receive an earn out over the next two years based on a portion of payments that RMR receives from Tremont’s historical business.

This is RMR’s first acquisition since becoming public company late last year. We believe that the commercial real estate finance business is a logical extension of our existing operations and may provide RMR with a platform for additional growth.

We also think this acquisition may enable RMR to participate and what we believe is a growing need for lending to middle market commercial real estate borrowers at a time when banks and other traditional lenders have pulled back from this market as a result of increased regulation.

I would like to welcome the Tremont team to RMR and look forward to supporting their growth and expanding their operations as part of our company. Now moving to our third quarter results.

For the third quarter of fiscal 2016, which ended on June 30th, we reported net income attributable to RMR of $6.7 million, or $0.42 per share, which is a 10.5% sequential increase in earnings per share. As a reminder, The RMR Group completed its listing of common shares in the NASDAQ Stock Exchange on December 14, 2015.

Because of the certain comparisons of our financial results of operations to prior periods may not be meaningful. At the end of the third quarter of fiscal 2016, our assets under management were approximately $23.4 billion compared to $21.7 billion at the same period last year.

RMR’s results were highlighted by strong operating performance by our largest client companies. Hospitality Properties Trust reported a 10.1% year-over-year increase in normalized FFO per share and hotel RevPAR grew 4.9% during the quarter. Same property hotel RevPAR growth at HPT exceeded the hotel industry’s average for the 14th consecutive quarter.

Also during the quarter, HPT was recognize by Forbes Magazine as one of the 100 Most Trustworthy Companies in America for 2016 and it was the only REIT selected to this year’s lists. Senior Housing Properties Trust reported a 6.8% year-over-year increase in normalized FFO per share and cash basis NOI grew 7% during the quarter.

SNH continues to lead the four largest healthcare REIT with the highest percentage of private play properties in its portfolio, which have limited exposure to government reimbursement programs such as Medicare and Medicaid.

Select income REIT reported a 2.9% year-over-year increase, a normalized FFO per share and same property cash basis NOI grew 0.7% during the quarter. As of the quarter ended June 30th, SIRs portfolio was 96.8% leased for an average lease terms of over 10 years.

SIR also increased its dividend for the six time since its IPO in 2012 by $0.04 per share, per year to $2.04 per annum. Well maintaining one of the strongest dividend coverage ratios in the net REIT sector.

Government Properties Income Trust reported a 1.7% year-over-year increase in normalized FFO per share and same property cash basis NOI grew 3% during the quarter. As of the quarter end, GOVs portfolio was 94.2% least for an average lease term of approximately five years.

On a combined basis, RMR ranged almost 900,000 square feet of leases during the quarter ended June 30th, on behalf of our managed REITs. These leases resulted in average rental rates to approximately 4% higher than prior rents for the same space and average terms for these leases were 9.5 years.

On behalf of our managed REITs RMR range the acquisition of 12 properties for approximately $177 million and arranged the sale of six properties for approximately $33 million since April 1, 2016.

RMR also ranged almost $1 billion of debt financing on behalf of our managed REITs during the quarter, including a $620 million mortgage and a $310 million of senior unsecured debt finalizing.

As you can see RMR was active and operating its Managed REITs to the highest standards in the industry, and we think the recently reported strong operating results at our clients company’s proves this point.

Our remaining revenues during the quarter came from our three real estate based operating companies, which includes TravelCenters of America, Five Star Quality Care and Sonesta International Hotels Corporation as well as from managing the RMR real estate income fund through our wholly owned SEC registered investment advisor subsidiary.

We continue to consider ways to both grow our business with our existing client companies as well as consider ways to diversify our revenues from possibly acquiring or creating new client companies in the future. I’ll now turn the call over to our Chief Financial Officer, Matt Jordan, who will review our financial results for the quarter..

Thanks Adam. Good afternoon everyone. This morning, we reported adjusted EBITDA of $26.1 million for the third quarter of fiscal 2016, which were measure against our recurring contractual management and advisory fees of $44.8 million resulted in adjusted EBITDA margin of 58.3%.

On a sequential quarter basis, adjusted EBITDA increased $3 million and adjusted EBITDA margin increased 310 basis points. These significant improvements in adjusted EBITDA and operating margin reflects the growth in our management fee revenues due to increases in the market capitalization of HPT, SIR and SNH over the course for the last quarter.

We believe, this quarter’s operating results demonstrate the strong alignment of interest that is inherent within our management agreements with our client companies. On a year-over-year basis, adjusted EBITDA increased $2.8 million and our adjusted EBITDA margin increased 330 basis points.

These increases as a results of growth and property management revenues and increased recovery with payroll and related costs from certain of our client companies. For the three months ended June 30, 2016, net income was $17.4 million and net income attributable to The RMR Group was $6.7 million, or $0.42 per share.

Net income includes $1.2 million in separation costs and net income attributable to The RMR Group includes $600,000 of separation costs, or $0.02 per share.

For the third quarter, we reported quarterly management services revenue of $41.9 million, which was an increase of $800,000 on a year-over-year basis and $2.9 million on a sequential quarter basis.

The sequential quarter increase in management services revenue of $2.9 million is primarily due to share price appreciation driving growth in the market capitalization of HPT, SNH and SIR as well as non-fuel sales increases at TravelCenters of America.

For the third quarter of fiscal 2016 approximately 83% or $34.9 million of our management services revenue was earned from the Managed REITs. Of the revenues in the earned from the Managed REITs $26.6 million, represents base business management fees.

As a reminder, these fees are calculated and paid monthly and are primarily based on the lower of the average historical cost of assets under management, or the average total market capitalization.

For the quarter ended June 30, 2016, base business management fees were calculated using total market capitalization for HPT and SIR and historical cost of assets under management reduce for GOV. Because of the increase in SNH share price during the quarter SNH begin to exceed RMR based on historical cost of assets under management in June 2016.

Also starting in July 2016, SIR is now paying base business management fees on a historical costs of assets under management. As of today, only HPT is paying its base business management fees based on total market capitalization.

As a reminder, regarding incentive business management fees, we are only able to record GAAP revenues for any incentive fees we earned December 31st of each year. The date on which the measurement period for our incentive fee evaluation. If June 30, 2016, has been the end of a measurement period, we would have earned $31.2 million in incentive fees.

Turning to expenses for the quarter, our largest operating expenses are compensation and benefits and general and administrative expenses.

Compensation and benefits expense for the quarter is comprised of $20.6 million in employee wages and benefits, a portion of which is reimburse by our client companies and $2.1 million in non-cash share-based payments made by our client companies to certain of our officers and employees, all of which is reimburse by our client companies.

Compensation and benefits expense for the quarter excluding non-cash share-based payments increased $900,000 on a year-over-year basis and $400,000 on a sequential quarter basis. These increases are primarily due to headcount additions to support the growth and operations of our client companies.

We are currently at employment levels across the organization that are consistent with historic levels of normalized employment. Absent any significant changes to the actively managed property portfolio, we believe the $20.6 million in cash compensation and benefits for the quarter is a reasonable proxy for future quarters.

Our general and administrative expense for the quarter was $6.1 million, which includes $327,000 of transaction and acquisition-related costs. Our recurring G&A expenses $5.8 million increased approximately $300,000 on a year-over-year basis and decrease $250,000 on a sequential quarter basis.

The year-over-year increase in recurring G&A expenses was primarily attributable to cost related to our becoming a publicly trading company in fiscal 2016. The sequential quarter decrease is primarily attributable to annual meeting costs recognize in the second quarter of fiscal 2016.

We continue to believe recurring G&A expenses of approximately $6 million represents an appropriate proxy of our quarterly run rate. Our effective tax rate for the quarter ended June 30, 2016 was 20.6%, which we currently expect to approximate our normalized effective tax rate.

On July 12, we declared a cash dividend on RMR’s common shares of $0.25 per share, this dividend will be paid on or about August 18 to shareholders of record as of the close of business on July 22. We ended the third quarter with cash and cash equivalents of approximately $81 million and no debt following the acquisition of Tremont discussed earlier.

We have a remaining cash position of over $78 million. Overall, we are pleased with our quarterly results and believe we are well positioned for continued future growth. That concludes our formal remarks for this quarter. Operator, would you please open the lines to questions..

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

Couple of questions.

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

Sure Bryan. I think all of externally managed REITs have had modest growth throughout -- so far this year in 2016 and I imagine that would be the trend for the balance of the year. We’ve only done about less than 200 million year-to-date. I guess during the quarter, we did about 177 million, we’ve done about double that year-to-date.

I don’t think is going to -- that’s about the run rate across the Board, I think for the companies, for the four REITs. I mean really what’s driving sort of the modest growth, external growth that’s what I’m talking about at the four REITs is just pricing it’s become, is very elevated for real estate assets across the Board.

And so it’s tough to find assets at reasonable prices that we can finance at a regional cost of capital..

Thanks. And then on Tremont, do you consider that kind of a national platform or a regional platform.

I see it’s got offices in New York and Chicago and a handful of other cities and as you consider regional, would you be using the RMR platform to make it national company?.

I think they are national company today, they originate mortgages across the country, there are offices in California, New York, Chicago, Hartford, Annapolis and obviously here in Boston. But yes, what you’re alluding to is, I think we adding Tremont to the RMR platform, I think we can make an even more of a national player.

Meaning with their five offices today, it’s not to say we could not open up additional offices. They could focus on the Tremont business, it some of our existing 30 offices around the country.

We have 30 offices away from Tremont that we currently are operating at RMR, there is nothing that could prohibit us from expanding some of the business in those offices to add Tremont personal or expand the business there. But today, I currently believe there national, I think we can make an even more national..

Thanks. And then lastly, I know that you guys calculated that the year were to end today, the incentive fee payment and this will be coming from HPT is about 31.2 million. And we do see that in HPTs financial statements from this morning.

But as we calculate the model, we’re seeing about 26 percentage points of outperformance in HPT relative to SNH hotel read index.

And by our calculations and our model, if the year where to end performance wide today, but at 12.31 that incentive fee would be materially higher approaching $71 million, which is actually the cap level, because it would otherwise be over a 120 million.

Does that kind of jive with how you’re thinking about it, if the year-ended today, but on 12.31?.

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

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

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

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

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