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: | August 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 June 30, 2018 were $62.1 million, compared to total revenues for the quarter ended June 30, 2017 of $55.5 million. |
• | For the three months ended June 30, 2018, net income was $19.4 million and net income attributable to The RMR Group Inc. was $8.4 million, or $0.52 per diluted share, compared to net income of $17.6 million and net income attributable to The RMR Group Inc. of $6.9 million, or $0.43 per diluted share, for the three months ended June 30, 2017. Net income this quarter included $1.8 million, or $0.04 per share, of separation costs related to a former officer as well as $0.8 million, or $0.02 per share, of transaction and acquisition related costs. Net income for the fiscal third quarter last year included $1.8 million, or $0.04 per share, of transaction and |
• | The RMR Group Inc. earned management services revenues for the three months ended June 30, 2018 and 2017 from the following sources (dollars in thousands): |
Three Months Ended June 30, | ||||||||||||||
2018 | 2017 | |||||||||||||
Managed Equity REITs (1) | $ | 39,706 | 83.9 | % | $ | 37,505 | 84.0 | % | ||||||
Managed Operators (2) | 6,966 | 14.7 | % | 6,556 | 14.7 | % | ||||||||
Other | 656 | 1.4 | % | 583 | 1.3 | % | ||||||||
Total Management Services Revenues | 47,328 | 100.0 | % | 44,644 | 100.0 | % |
(1) | Managed Equity REITs collectively refers to: Government Properties Income Trust (GOV), Hospitality Properties Trust (HPT), Industrial Logistics Properties Trust (ILPT), Select Income REIT (SIR) and Senior Housing Properties Trust (SNH). |
(2) | Managed Operators collectively refers to: Five Star Senior Living Inc. (FVE), Sonesta International Hotels Corporation and TravelCenters of America LLC (TA). |
• | For the three months ended June 30, 2018, Adjusted EBITDA was $28.5 million and Adjusted EBITDA Margin was 56.1%, compared to Adjusted EBITDA of $27.4 million and Adjusted EBITDA Margin of 57.2% for the three months ended June 30, 2017. 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 also calculated on recurring revenues and do not include incentive business management fees earned. |
• | As of June 30, 2018, The RMR Group Inc. had $30.0 billion of total assets under management, compared to total assets under management of $27.9 billion as of June 30, 2017. |
• | As of June 30, 2018, The RMR Group Inc. had $280.5 million in cash and cash equivalents on a consolidated basis with no outstanding debt obligations. |
• | On July 31, 2018, The RMR Group LLC entered into a transaction agreement pursuant to which it is committing to contribute up to $100 million and ABP Trust, or Portnoy Family Office, is contributing $206 million of owned office properties to a newly formed private open end real estate fund, the RMR Office Property Fund LP, or the Fund. The Fund will be a private, open end fund focused on the acquisition, ownership and leasing of a diverse portfolio of office properties throughout the United States. The Fund’s General Partner will be a wholly owned subsidiary of ABP Trust. The RMR Group LLC will manage the Fund and receive annual fund administration fees equal to 1.0% of Net Asset Value. In addition, The RMR Group LLC will receive property management fees equal to 3.0% of all rents collected from commercial real estate investments and 5.0% of costs of construction or any improvement at commercial real estate investments held by the Fund. |
• | MR. PORTNOY STATES THAT THE RMR GROUP INC., OR RMR, MADE GOOD PROGRESS TOWARD ITS STATED GOAL OF DIVERSIFYING REVENUES AND AUM THROUGH FORMING THREE NEW CLIENT COMPANIES WHICH MAY LEAD TO GROWTH IN RMR’S REVENUE AND AUM IN THE FUTURE. HOWEVER, THERE CAN BE NO ASSURANCE THAT RMR’S RESULTS WILL BENEFIT FROM THE LAUNCH OF THESE NEW CLIENT COMPANIES, OR THAT RMR’S EFFORTS TO GROW AND DIVERSIFY ITS BUSINESS IN THE FUTURE WILL BE SUCCESSFUL. IN FACT, RMR'S BUSINESS COULD BECOME SMALLER AND LESS DIVERSIFIED IN THE FUTURE. IN ADDITION, ANY FURTHER REVENUE STREAM DIVERSIFICATION THAT RMR MAY REALIZE MAY NOT IMPROVE ITS PROFITABILITY. |
Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Revenues: | |||||||||||||||
Management services (1) | $ | 47,328 | $ | 44,644 | $ | 142,457 | $ | 130,629 | |||||||
Incentive business management fees | — | — | 155,881 | 52,407 | |||||||||||
Reimbursable payroll related and other costs | 13,711 | 9,839 | 38,076 | 29,023 | |||||||||||
Advisory services | 1,045 | 1,019 | 3,492 | 3,033 | |||||||||||
Total revenues | 62,084 | 55,502 | 339,906 | 215,092 | |||||||||||
Expenses: | |||||||||||||||
Compensation and benefits | 28,606 | 23,731 | 82,876 | 68,746 | |||||||||||
Equity based compensation | 2,347 | 1,038 | 6,285 | 3,804 | |||||||||||
Separation costs | 1,739 | — | 1,875 | — | |||||||||||
Total compensation and benefits expense | 32,692 | 24,769 | 91,036 | 72,550 | |||||||||||
General and administrative | 6,551 | 6,779 | 20,281 | 19,073 | |||||||||||
Transaction and acquisition related costs | 775 | 1,760 | 917 | 2,453 | |||||||||||
Depreciation and amortization | 244 | 467 | 996 | 1,550 | |||||||||||
Total expenses | 40,262 | 33,775 | 113,230 | 95,626 | |||||||||||
Operating income | 21,822 | 21,727 | 226,676 | 119,466 | |||||||||||
Interest and other income | 1,223 | 402 | 3,083 | 1,059 | |||||||||||
Tax receivable agreement remeasurement | — | — | 24,710 | — | |||||||||||
Income before income tax expense and equity in losses of investees | 23,045 | 22,129 | 254,469 | 120,525 | |||||||||||
Income tax expense | (3,462 | ) | (4,528 | ) | (55,486 | ) | (24,811 | ) | |||||||
Equity in income (losses) of investees | (134 | ) | 4 | (568 | ) | (161 | ) | ||||||||
Net income | 19,449 | 17,605 | 198,415 | 95,553 | |||||||||||
Net income attributable to noncontrolling interest | (11,068 | ) | (10,748 | ) | (110,558 | ) | (58,303 | ) | |||||||
Net income attributable to RMR Inc. | 8,381 | 6,857 | 87,857 | 37,250 | |||||||||||
Weighted average common shares outstanding - basic | 16,087 | 16,037 | 16,072 | 16,029 | |||||||||||
Weighted average common shares outstanding - diluted | 16,135 | 16,058 | 16,111 | 16,044 | |||||||||||
Net income attributable to RMR Inc. per common share - basic | $ | 0.52 | $ | 0.43 | $ | 5.43 | $ | 2.32 | |||||||
Net income attributable to RMR Inc. per common share - diluted | $ | 0.52 | $ | 0.43 | $ | 5.42 | $ | 2.31 |
Lesser of Historical Cost of Assets | ||||||||||
Under Management or Market Capitalization (a) | ||||||||||
As of June 30, | ||||||||||
REIT | Primary Strategy | 2018 | 2017 | |||||||
GOV | Office properties leased to government and private sector tenants | $ | 3,457,505 | $ | 2,235,767 | |||||
HPT | Hotels and travel centers | 8,874,447 | 8,666,849 | |||||||
ILPT | Industrial and logistics properties | 1,496,199 | — | |||||||
SIR | Land and properties primarily leased to single tenants | 3,446,029 | 4,611,115 | |||||||
SNH | Senior living, medical office and life science properties | 8,006,840 | 8,272,965 | |||||||
$ | 25,281,020 | $ | 23,786,696 |
(a) | The basis on which our base business management fees are calculated for the three and nine months ended June 30, 2018 and 2017 may differ from the basis at the end of the periods presented in the table above. As of June 30, 2018, 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 June 30, 2018, were $10,118,307 and $8,534,192, respectively. For GOV, ILPT and SIR, the historical costs of assets under management were lower than their market capitalization of $3,715,117, $1,836,947 and $3,728,172, respectively, calculated as of June 30, 2018. |
Three Months Ended June 30, 2018 | ||||||||
Impact on Net Income Attributable to The RMR Group Inc. | Impact on Net Income Attributable to The RMR Group Inc. Per Common Share - Diluted | |||||||
Net income attributable to The RMR Group Inc. | $ | 8,381 | $ | 0.52 | ||||
Separation costs, net of noncontrolling interest (1) | 660 | 0.04 | ||||||
Transaction and acquisition related costs, net of noncontrolling interest (2) | 285 | 0.02 | ||||||
Adjusted net income attributable to The RMR Group Inc. | $ | 9,326 | $ | 0.58 |
(1) | Includes $1,739 of separation costs and $55 from the acceleration of unvested common share awards, adjusted to reflect amounts attributable to the noncontrolling interest and for tax at a rate of approximately 15.0%. |
(2) | Includes $775 of transaction and acquisition related costs, adjusted to reflect amounts attributable to the noncontrolling interest and for tax at a rate of approximately 15.0%. |
Three Months Ended June 30, 2017 | ||||||||
Impact on Net Income Attributable to The RMR Group Inc. | Impact on Net Income Attributable to The RMR Group Inc. Per Common Share - Diluted | |||||||
Net income attributable to The RMR Group Inc. | $ | 6,857 | $ | 0.43 | ||||
Transaction and acquisition related costs, net of noncontrolling interest (1) | 548 | 0.04 | ||||||
Business email compromise fraud costs, net of noncontrolling interest (2) | 214 | 0.01 | ||||||
Adjusted net income attributable to The RMR Group Inc. | $ | 7,619 | $ | 0.48 |
(1) | Includes $1,760 of transaction and acquisition related costs, adjusted to reflect amounts attributable to the noncontrolling interest and for tax at a rate of approximately 20.6%. |
(2) | Includes $685 of one-time costs related to the business email compromise fraud, adjusted to reflect amounts attributable to the noncontrolling interest and for tax at a rate of approximately 20.6%. |
Three Months Ended June 30, | Nine Months Ended June 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Reconciliation of EBITDA and Adjusted EBITDA from net income: | |||||||||||||||
Net income | $ | 19,449 | $ | 17,605 | $ | 198,415 | $ | 95,553 | |||||||
Plus: income tax expense | 3,462 | 4,528 | 55,486 | 24,811 | |||||||||||
Plus: depreciation and amortization | 244 | 467 | 996 | 1,550 | |||||||||||
EBITDA | 23,155 | 22,600 | 254,897 | 121,914 | |||||||||||
Plus: other asset amortization | 2,354 | 2,354 | 7,062 | 7,062 | |||||||||||
Plus: operating expenses paid in The RMR Group Inc.'s common shares | 314 | 146 | 2,781 | 1,021 | |||||||||||
Plus: separation costs | 1,739 | — | 1,875 | — | |||||||||||
Plus: transaction and acquisition related costs | 775 | 1,760 | 917 | 2,453 | |||||||||||
Plus: business email compromise fraud costs | — | 685 | 225 | 685 | |||||||||||
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 | ) | |||||||||
Certain other net adjustments | 115 | (101 | ) | 77 | (604 | ) | |||||||||
Adjusted EBITDA | $ | 28,452 | $ | 27,444 | $ | 87,243 | $ | 80,124 | |||||||
Calculation of Adjusted EBITDA Margin: | |||||||||||||||
Contractual management and advisory fees (excluding any incentive | |||||||||||||||
business management fees) (2) | $ | 50,727 | $ | 48,017 | $ | 153,011 | $ | 140,724 | |||||||
Adjusted EBITDA | $ | 28,452 | $ | 27,444 | $ | 87,243 | $ | 80,124 | |||||||
Adjusted EBITDA Margin | 56.1 | % | 57.2 | % | 57.0 | % | 56.9 | % |
(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, other asset amortization, operating expenses paid in The RMR Group Inc.'s common shares, separation costs, transaction and acquisition related costs, business email compromise fraud costs, tax receivable agreement remeasurement due to the Tax Cuts and Jobs Act, incentive business management fees earned, and certain other net 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 June 30, 2018 and 2017 and $7,062 for each of the nine months ended June 30, 2018 and 2017, 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 nine months ended June 30, 2018 and 2017, respectively, which were earned for the calendar years 2017 and 2016, respectively. |
June 30, | September 30, | |||||||
2018 | 2017 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 280,518 | $ | 108,640 | ||||
Due from related parties | 24,262 | 25,161 | ||||||
Prepaid and other current assets | 10,067 | 7,092 | ||||||
Total current assets | 314,847 | 140,893 | ||||||
Total property and equipment, net | 2,713 | 3,276 | ||||||
Due from related parties, net of current portion | 6,672 | 7,551 | ||||||
Equity method investments | 11,420 | 12,162 | ||||||
Goodwill | 1,859 | 1,859 | ||||||
Intangible assets, net of amortization | 396 | 462 | ||||||
Deferred tax asset | 24,788 | 45,541 | ||||||
Other assets, net of amortization | 164,914 | 171,975 | ||||||
Total assets | $ | 527,609 | $ | 383,719 | ||||
Liabilities and Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 51,015 | $ | 26,414 | ||||
Total current liabilities | 51,015 | 26,414 | ||||||
Long term portion of deferred rent payable, net of current portion | 1,184 | 1,028 | ||||||
Amounts due pursuant to tax receivable agreement, net of current portion | 34,354 | 59,063 | ||||||
Employer compensation liability, net of current portion | 6,672 | 7,551 | ||||||
Total liabilities | 93,225 | 94,056 | ||||||
Commitments and contingencies | ||||||||
Equity: | ||||||||
Class A common stock, $0.001 par value; 31,600,000 shares authorized; 15,174,463 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 | 98,531 | 95,878 | ||||||
Retained earnings | 174,693 | 86,836 | ||||||
Cumulative other comprehensive income | 81 | 84 | ||||||
Cumulative common distributions | (45,423 | ) | (33,298 | ) | ||||
Total shareholders’ equity | 227,913 | 149,531 | ||||||
Noncontrolling interest | 206,471 | 140,132 | ||||||
Total equity | 434,384 | 289,663 | ||||||
Total liabilities and equity | $ | 527,609 | $ | 383,719 |
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