MARYLAND | 8742 | 47-4122583 | ||
(State or other jurisdiction of incorporation) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification Number) |
THE RMR GROUP INC. | |||
Date: | February 8, 2018 | By: | /s/ Matthew P. Jordan |
Name: | Matthew P. Jordan | ||
Title: | Treasurer and Chief Financial Officer |
FOR IMMEDIATE RELEASE | Contact: |
Timothy A. Bonang, Senior Vice President | |
(617) 796-8230 |
• | Total revenues for the quarter ended December 31, 2017 were $218.5 million, including $155.9 million of incentive business management fees, compared to total revenues for the quarter ended December 31, 2016 of $105.3 million, including $52.4 million of incentive business management fees. |
• | For the three months ended December 31, 2017, net income was $159.3 million and net income attributable to The RMR Group Inc. was $71.1 million, or $4.39 per diluted share, compared to net income of $60.2 million and net income attributable to The RMR Group Inc. of $23.5 million, or $1.46 per diluted share, for the three months ended December 31, 2016. |
• | The RMR Group Inc. earned management services revenues and incentive business management fees for the three months ended December 31, 2017 and 2016 from the following sources (dollars in thousands): |
Three Months Ended December 31, | ||||||||||||||
2017 | 2016 | |||||||||||||
Managed Equity REITs (1) | $ | 40,965 | 20.1 | % | $ | 35,759 | 37.6 | % | ||||||
Managed Operators (2) | 6,741 | 3.3 | % | 6,452 | 6.8 | % | ||||||||
Other | 864 | 0.4 | % | 516 | 0.5 | % | ||||||||
Total Management Services Revenues | 48,570 | 23.8 | % | 42,727 | 44.9 | % | ||||||||
Incentive Business Management Fees (3) | 155,881 | 76.2 | % | 52,407 | 55.1 | % | ||||||||
Total Management Services Revenues and Incentive Business Management Fees | $ | 204,451 | 100.0 | % | $ | 95,134 | 100.0 | % |
(1) | Managed Equity REITs collectively refers to: Government Properties Income Trust (GOV), Hospitality Properties Trust (HPT), Select Income REIT (SIR) and Senior Housing Properties Trust (SNH). Industrial Logistics Properties Trust (ILPT) was a wholly-owned subsidiary of SIR until ILPT's initial public offering was completed on January 17, 2018. |
(2) | Managed Operators collectively refers to: Five Star Senior Living Inc. (FVE), Sonesta International Hotels Corporation and TravelCenters of America LLC (TA). |
(3) | Incentive Business Management Fees for the three months ended December 31, 2017, includes fees earned from HPT, SIR and SNH of $74,572, $25,569 and $55,740, respectively, and for the three months ended December 31, 2016 includes fees only earned from HPT. |
• | For the three months ended December 31, 2017, Adjusted EBITDA was $30.5 million and Adjusted EBITDA Margin was 58.4%, compared to Adjusted EBITDA of $26.1 million and Adjusted EBITDA Margin of 56.6% for the three months ended December 31, 2016. Adjusted EBITDA Margin equals Adjusted EBITDA divided by the contractual management and advisory fees earned from The RMR Group LLC’s client companies. These contractual management and advisory fees are calculated pursuant to The RMR Group LLC’s contracts with its client companies and do not deduct non-cash asset amortization recognized in accordance with U.S. generally accepted accounting principles, or GAAP, as a reduction to management services revenues. Adjusted EBITDA and Adjusted EBITDA margin are calculated on recurring revenues and do not include incentive business management fees earned. |
• | On December 22, 2017, the U.S government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act. The Tax Act significantly revised the U.S. corporate income tax system by, among other things, lowering corporate income tax rates. Since we have a September 30 fiscal year end, we currently expect the lower corporate income tax rate will be phased in, resulting in a federal statutory tax rate of approximately 24.5% for the fiscal year ending September 30, 2018 and 21.0% for subsequent fiscal years. This reduction in the federal statutory rate caused us to adjust our deferred tax asset and our income tax expense for the three months ended December 31, 2017. |
• | As of December 31, 2017, The RMR Group Inc. had approximately $30.0 billion of total assets under management, compared to total assets under management of $28.5 billion as of September 30, 2017 and $27.2 billion as of December 31, 2016. |
• | MR. PORTNOY STATES THAT THE RMR GROUP INC.'S FIRST QUARTER RESULTS BUILD ON THE POSITIVE MOMENTUM THE RMR GROUP INC. HAS REALIZED IN GROWING AND DIVERSIFYING ITS BUSINESS SINCE BECOMING A PUBLICLY TRADED COMPANY ABOUT TWO YEARS AGO. THIS MAY IMPLY THAT THE RMR GROUP INC. WILL BE ABLE TO CONTINUE GROWING AND DIVERSIFYING ITS BUSINESS IN THE FUTURE. HOWEVER, THERE CAN BE NO ASSURANCE THAT THE RMR GROUP INC. WILL BE ABLE TO GROW AND DIVERSIFY ITS BUSINESS IN THE FUTURE. IN FACT, THE RMR GROUP INC.'S BUSINESS COULD BECOME SMALLER AND LESS DIVERSIFIED IN THE FUTURE, AND |
• | THIS PRESS RELEASE REPORTS THAT AGGREGATE INCENTIVE BUSINESS MANAGEMENT FEES OF $155.9 MILLION HAVE BEEN EARNED FROM CERTAIN MANAGED EQUITY REITS FOR THE CALENDAR YEAR 2017. AN IMPLICATION OF THIS STATEMENT MAY BE THAT INCENTIVE BUSINESS MANAGEMENT FEES MAY BE EARNED IN THE FUTURE. THE INCENTIVE BUSINESS MANAGEMENT FEES WHICH MAY BE EARNED FROM A MANAGED REIT ARE BASED UPON THAT REIT'S TOTAL RETURN PER SHARE, AS DEFINED, COMPARED TO THE TOTAL SHAREHOLDER RETURN OF AN IDENTIFIED INDEX. THE RMR GROUP INC. HAS LIMITED CONTROL OVER THE TOTAL RETURN PER SHARE OF ITS MANAGED REITS AND EFFECTIVELY NO CONTROL OVER THE TOTAL SHAREHOLDER RETURN OF ANY INDEX. THERE CAN BE NO ASSURANCE THAT THE RMR GROUP INC. WILL EARN ANY INCENTIVE BUSINESS MANAGEMENT FEES IN THE FUTURE. |
Three Months Ended December 31, | |||||||
2017 | 2016 | ||||||
Revenues | |||||||
Management services (1) | $ | 48,570 | $ | 42,727 | |||
Incentive business management fees | 155,881 | 52,407 | |||||
Reimbursable payroll related and other costs | 12,708 | 9,150 | |||||
Advisory services | 1,382 | 1,010 | |||||
Total revenues | 218,541 | 105,294 | |||||
Expenses | |||||||
Compensation and benefits | 28,918 | 23,232 | |||||
General and administrative | 6,706 | 5,841 | |||||
Transaction and acquisition related costs | 142 | — | |||||
Depreciation and amortization | 380 | 555 | |||||
Total expenses | 36,146 | 29,628 | |||||
Operating income | 182,395 | 75,666 | |||||
Interest and other income | 784 | 207 | |||||
Tax receivable agreement remeasurement | 24,710 | — | |||||
Income before income tax expense and equity in losses of investees | 207,889 | 75,873 | |||||
Income tax expense | (48,343 | ) | (15,673 | ) | |||
Equity in losses of investees | (222 | ) | — | ||||
Net income | 159,324 | 60,200 | |||||
Net income attributable to noncontrolling interest | (88,204 | ) | (36,690 | ) | |||
Net income attributable to The RMR Group Inc. | $ | 71,120 | $ | 23,510 | |||
Weighted average common shares outstanding - basic | 16,060 | 16,025 | |||||
Weighted average common shares outstanding - diluted | 16,084 | 16,028 | |||||
Net income attributable to The RMR Group Inc. per common share - basic | $ | 4.40 | $ | 1.46 | |||
Net income attributable to The RMR Group Inc. per common share - diluted | $ | 4.39 | $ | 1.46 |
Lesser of Historical Cost of Assets | ||||||||||
Under Management | ||||||||||
or Market Capitalization (a) | ||||||||||
As of December 31, | ||||||||||
REIT | Primary Strategy | 2017 | 2016 | |||||||
GOV | Office properties leased to government and private sector tenants | $ | 3,611,068 | $ | 2,199,723 | |||||
HPT | Hotels and travel centers | 8,953,822 | 8,703,344 | |||||||
SIR | Lands and properties primarily leased to single tenants | 4,887,524 | 4,625,559 | |||||||
SNH | Healthcare, senior living and medical office buildings | 8,253,932 | 8,196,351 | |||||||
$ | 25,706,346 | $ | 23,724,977 |
(a) | The basis on which The RMR Group Inc. calculated its base business management fees for the three months ended December 31, 2017 and 2016 may differ from the basis at the end of the periods presented in this table. As of December 31, 2017, the market capitalization was lower than the historical costs of assets under management for HPT and SNH; the historical costs of assets under management for HPT and SNH as of December 31, 2017, were $9,964,660 and $8,449,295, respectively. For GOV and SIR, the historical costs of assets under management was lower than its market capitalization of $4,101,312 and $5,359,568, respectively, as of December 31, 2017. |
Three Months Ended December 31, 2017 | |||||||||||||||
Impact on Net Income | Impact on Net Income Attributable to Noncontrolling Interest | Impact on Net Income Attributable to The RMR Group Inc. | Impact on Net Income Attributable to The RMR Group Inc. Per Common Share - Diluted | ||||||||||||
Incentive business management fees, net of tax (1) | $ | 131,568 | $ | (75,026 | ) | $ | 56,542 | $ | 3.49 | ||||||
Tax receivable agreement remeasurement due to the Tax Cuts and Jobs Act (2) (3) | $ | 24,710 | $ | — | $ | 24,710 | $ | 1.53 | |||||||
Effect of tax rate changes on deferred tax asset due to the Tax Cuts and Jobs Act (2) (4) | $ | (19,817 | ) | $ | — | $ | (19,817 | ) | $ | (1.23 | ) | ||||
Three Months Ended December 31, 2016 | |||||||||||||||
Impact on Net Income | Impact on Net Income Attributable to Noncontrolling Interest | Impact on Net Income Attributable to The RMR Group Inc. | Impact on Net Income Attributable to The RMR Group Inc. Per Common Share - Diluted | ||||||||||||
Incentive business management fees, net of tax (1) | $ | 41,613 | $ | (25,313 | ) | $ | 16,300 | $ | 1.01 |
(1) | Incentive business management fees, net of tax are calculated as follows: |
Three Months Ended December 31, | |||||||
2017 | 2016 | ||||||
Incentive business management fees | $ | 155,881 | $ | 52,407 | |||
Income tax expense related to incentive business management fees (a) | (24,313 | ) | (10,794 | ) | |||
Incentive business management fees, net of tax | $ | 131,568 | $ | 41,613 |
(a) | Income tax expense related to incentive business management fees is calculated based on a tax rate of approximately 15.6% and approximately 20.6% for the three months ended December 31, 2017 and 2016, respectively. Income tax expense is recognized and payable at The RMR Group Inc. holding company level and is not allocated to the noncontrolling interest as the holder of the noncontrolling interest is separately responsible for its taxes. |
(2) | The tax receivable agreement and deferred tax asset are recorded at The RMR Group Inc. holding company level and are not allocated to the noncontrolling interest. |
(3) | The adjustment related to the remeasurement of the amounts due pursuant to the tax receivable agreement is not taxable. |
(4) | Included in income tax expense. |
Three Months Ended December 31, | |||||||
2017 | 2016 | ||||||
Reconciliation of EBITDA and Adjusted EBITDA: | |||||||
Net income | $ | 159,324 | $ | 60,200 | |||
Plus: income tax expense | 48,343 | 15,673 | |||||
Plus: depreciation and amortization | 380 | 555 | |||||
EBITDA | 208,047 | 76,428 | |||||
Plus: other asset amortization | 2,354 | 2,354 | |||||
Plus: operating expenses paid in The RMR Group Inc.'s common shares | 566 | 138 | |||||
Plus: transaction costs related to the initial public offering of TRMT | 142 | — | |||||
Plus: business email compromise fraud costs | 225 | — | |||||
Plus: equity in losses of investees | 222 | — | |||||
Less: certain other adjustments | (425 | ) | (408 | ) | |||
Less: tax receivable agreement remeasurement due to the Tax Cuts and Jobs Act | (24,710 | ) | — | ||||
Less: incentive business management fees earned | (155,881 | ) | (52,407 | ) | |||
Adjusted EBITDA | $ | 30,540 | $ | 26,105 | |||
Calculation of Adjusted EBITDA Margin: | |||||||
Contractual management and advisory fees (excluding | |||||||
any incentive business management fees)(2) | $ | 52,306 | $ | 46,091 | |||
Adjusted EBITDA | $ | 30,540 | $ | 26,105 | |||
Adjusted EBITDA Margin | 58.4 | % | 56.6 | % |
(1) | EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures calculated as presented in the tables above. The RMR Group Inc. considers EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to be appropriate supplemental measures of its operating performance, along with net income, net income attributable to The RMR Group Inc. and operating income. The RMR Group Inc. believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to investors because by excluding the effects of certain amounts, such as income tax expense, depreciation and amortization, incentive business management fees earned, other asset amortization, operating expenses paid in The RMR Group Inc.'s common shares, transaction costs related to the initial public offering of TRMT, business email compromise fraud costs, equity in losses of investees, tax receivable agreement remeasurement due to the Tax Cuts and Jobs Act and certain other adjustments, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may facilitate a comparison of current operating performance with The RMR Group Inc.’s historical operating performance and with the performance of other asset management businesses. In addition, The RMR Group Inc. believes that providing Adjusted EBITDA Margin may help investors assess The RMR Group Inc.’s performance of its business by providing the margin that Adjusted EBITDA represents to its contractual management and advisory fees (excluding any incentive business management fees). EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin do not represent cash generated by operating activities in accordance with GAAP and should not be considered as alternatives to net income, net income attributable to The RMR Group Inc. or operating income as an indicator of The RMR Group Inc.’s financial performance or as a measure of The RMR Group Inc.’s liquidity. These measures should be considered in conjunction with net income, net income attributable to The RMR Group Inc. and operating income as presented in The RMR Group Inc.'s condensed consolidated statements of income. Also, other asset management businesses may calculate EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin differently than The RMR Group Inc. does. |
(2) | These contractual management fees are the base business management fees, property management fees and advisory fees The RMR Group Inc. earns pursuant to its management and investment advisory agreements with its client companies. These amounts are calculated pursuant to the contractual formulas and do not deduct other asset amortization of $2,354 for each of the three months ended December 31, 2017 and 2016, required to be recognized as a reduction to management services revenues in accordance with GAAP and do not include the incentive business management fees of $155,881 and $52,407 that The RMR Group Inc. recognized under GAAP during the three months ended December 31, 2017 and 2016, respectively, which were earned for the calendar years 2017 and 2016, respectively. |
December 31, | September 30, | |||||||
2017 | 2017 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 125,966 | $ | 108,640 | ||||
Due from related parties | 180,591 | 25,161 | ||||||
Prepaid and other current assets | 3,370 | 7,092 | ||||||
Total current assets | 309,927 | 140,893 | ||||||
Furniture and equipment | 4,865 | 4,800 | ||||||
Leasehold improvements | 1,075 | 1,094 | ||||||
Capitalized software costs | 1,892 | 1,876 | ||||||
Total property and equipment | 7,832 | 7,770 | ||||||
Accumulated depreciation | (4,833 | ) | (4,494 | ) | ||||
2,999 | 3,276 | |||||||
Due from related parties, net of current portion | 7,660 | 7,551 | ||||||
Equity method investments | 11,890 | 12,162 | ||||||
Goodwill | 1,859 | 1,859 | ||||||
Intangible assets, net of amortization | 440 | 462 | ||||||
Deferred tax asset | 25,391 | 45,541 | ||||||
Other assets, net of amortization | 169,621 | 171,975 | ||||||
Total assets | $ | 529,787 | $ | 383,719 | ||||
Liabilities and Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 60,215 | $ | 26,414 | ||||
Total current liabilities | 60,215 | 26,414 | ||||||
Long term portion of deferred rent payable, net of current portion | 1,080 | 1,028 | ||||||
Amounts due pursuant to tax receivable agreement, net of current portion | 34,353 | 59,063 | ||||||
Employer compensation liability, net of current portion | 7,660 | 7,551 | ||||||
Total liabilities | 103,308 | 94,056 | ||||||
Commitments and contingencies | ||||||||
Equity: | ||||||||
Class A common stock, $0.001 par value; 31,600,000 shares authorized; 15,164,066 shares issued and outstanding | 15 | 15 | ||||||
Class B-1 common stock, $0.001 par value; 1,000,000 shares authorized, issued and outstanding | 1 | 1 | ||||||
Class B-2 common stock, $0.001 par value; 15,000,000 shares authorized, issued and outstanding | 15 | 15 | ||||||
Additional paid in capital | 96,444 | 95,878 | ||||||
Retained earnings | 157,956 | 86,836 | ||||||
Cumulative other comprehensive income | 84 | 84 | ||||||
Cumulative common distributions | (37,339 | ) | (33,298 | ) | ||||
Total shareholders’ equity | 217,176 | 149,531 | ||||||
Noncontrolling interest | 209,303 | 140,132 | ||||||
Total equity | 426,479 | 289,663 | ||||||
Total liabilities and equity | $ | 529,787 | $ | 383,719 |
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