8742 | ||||
(Commission File Number) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification Number) | ||
Title Of Each Class | Trading Symbol | Name Of Each Exchange On Which Registered | ||
(Nasdaq Capital Market) | ||||
THE RMR GROUP INC. | |||
By: | /s/ Matthew P. Jordan | ||
Name: | Matthew P. Jordan | ||
Title: | Executive Vice President, Chief Financial Officer and Treasurer | ||
Date: February 6, 2020 | |||

FOR IMMEDIATE RELEASE | Contact: |
Michael Kodesch, Director, Investor Relations | |
(617) 796-8230 | |
• | As of December 31, 2019, The RMR Group Inc. had $32.2 billion of gross assets under management compared to gross assets under management of $29.7 billion as of December 31, 2018. Fee paying assets under management was $24.9 billion on December 31, 2019 compared to $23.4 billion on December 31, 2018. |
• | Total management and advisory services revenues for the quarter ended December 31, 2019 were $48.1 million, compared to $168.4 million for the quarter ended December 31, 2018. No incentive business management fees were earned for the three year measurement period ended December 31, 2019, whereas the quarter ended December 31, 2018 included $120.1 million in incentive |
• | The RMR Group Inc. earned management services revenues from the following sources (dollars in thousands): |
Three Months Ended December 31, | ||||||||||||||
2019 | 2018 | |||||||||||||
Managed Equity REITs (1) | $ | 39,365 | 83.3 | % | $ | 39,639 | 83.5 | % | ||||||
Managed Operators (2) | 6,126 | 12.9 | % | 6,785 | 14.3 | % | ||||||||
Other | 1,784 | 3.8 | % | 1,064 | 2.2 | % | ||||||||
Total | $ | 47,275 | 100.0 | % | $ | 47,488 | 100.0 | % | ||||||
(1) | Managed Equity REITs for the periods presented includes: Diversified Healthcare Trust (DHC) (formerly known as Senior Housing Properties Trust), Industrial Logistics Properties Trust (ILPT), Office Properties Income Trust (OPI), Select Income REIT (SIR), until its merger with OPI on December 31, 2018, and Service Properties Trust (SVC). |
(2) | Managed Operators collectively refers to: Five Star Senior Living Inc. (FVE), Sonesta International Hotels Corporation (Sonesta) and TravelCenters of America Inc. (TA). |
• | For the three months ended December 31, 2019, net income was $21.6 million and net income attributable to The RMR Group Inc. was $9.4 million, or $0.58 per diluted share, compared to net income of $118.1 million and net income attributable to The RMR Group Inc. of $52.2 million, or $3.22 per diluted share, for the three months ended December 31, 2018. |
• | For the three months ended December 31, 2019, adjusted net income attributable to The RMR Group Inc. was $9.3 million, or $0.57 per diluted share, compared to $10.0 million, or $0.62 per diluted share, for the three months ended December 31, 2018. The adjustments to net income attributable to The RMR Group Inc. this quarter included $0.3 million, or $0.02 per diluted share, of transaction and acquisition related costs, offset by $0.5 million, or $0.03 per diluted share, of unrealized gains on an equity method investment accounted for under the fair value option. |
• | For the three months ended December 31, 2019, Adjusted EBITDA was $28.0 million, Operating Margin was 45.3% and Adjusted EBITDA Margin was 55.5%, compared to Adjusted EBITDA of $29.4 million, Operating Margin of 82.1% and Adjusted EBITDA Margin of 58.0% for the three months ended December 31, 2018. |
• | In December 2019, the Internal Revenue Service and Department of the Treasury released regulations expanding the applicability of limits on executive compensation deductions to more taxpayers, including executive compensation allocated to publicly held corporations by a partnership. The expanded application of these regulations result in the effective tax rate of The RMR Group Inc. increasing to 14.7% for the full fiscal year. |
• | As of December 31, 2019, The RMR Group Inc. had $385.7 million in cash and cash equivalents with no outstanding debt obligations. |
Three Months Ended December 31, | ||||||||
2019 | 2018 | |||||||
Revenues: | ||||||||
Management services(1) | $ | 47,275 | $ | 47,488 | ||||
Incentive business management fees | — | 120,094 | ||||||
Advisory services | 847 | 782 | ||||||
Total management and advisory services revenues | 48,122 | 168,364 | ||||||
Reimbursable compensation and benefits | 13,795 | 13,873 | ||||||
Other client company reimbursable expenses | 97,975 | 98,076 | ||||||
Total reimbursable costs | 111,770 | 111,949 | ||||||
Total revenues | 159,892 | 280,313 | ||||||
Expenses: | ||||||||
Compensation and benefits | 30,197 | 28,012 | ||||||
Equity based compensation(2) | 1,582 | 1,811 | ||||||
Separation costs | 260 | 6,397 | ||||||
Total compensation and benefits expense | 32,039 | 36,220 | ||||||
General and administrative | 7,046 | 7,320 | ||||||
Other client company reimbursable expenses | 97,975 | 98,076 | ||||||
Transaction and acquisition related costs | 796 | 184 | ||||||
Depreciation and amortization | 256 | 255 | ||||||
Total expenses | 138,112 | 142,055 | ||||||
Operating income | 21,780 | 138,258 | ||||||
Interest and other income | 1,875 | 1,526 | ||||||
Equity in earnings of investees | 255 | 35 | ||||||
Unrealized gain (loss) on equity method investment accounted for under the fair value option | 1,438 | (2,769 | ) | |||||
Income before income tax expense | 25,348 | 137,050 | ||||||
Income tax expense | (3,724 | ) | (18,970 | ) | ||||
Net income | 21,624 | 118,080 | ||||||
Net income attributable to noncontrolling interest | (12,175 | ) | (65,871 | ) | ||||
Net income attributable to The RMR Group Inc. | $ | 9,449 | $ | 52,209 | ||||
Weighted average common shares outstanding - basic | 16,177 | 16,120 | ||||||
Weighted average common shares outstanding - diluted | 16,177 | 16,131 | ||||||
Net income attributable to The RMR Group Inc. per common share - basic and diluted | $ | 0.58 | $ | 3.22 | ||||
(1) | Includes business management fees earned from the Managed Equity REITs monthly based upon the lower of (i) the average historical cost of each REIT’s properties and (ii) each REIT’s average market capitalization. The following table presents a summary of each Managed Equity REIT’s primary strategy and the lesser of the historical cost of its assets under management and its market capitalization as of December 31, 2019 and 2018, as applicable: |
Lesser of Historical Cost of Assets | ||||||||||
Under Management or | ||||||||||
Total Market Capitalization(a) | ||||||||||
As of December 31, | ||||||||||
REIT | Primary Strategy | 2019 | 2018 | |||||||
DHC | Medical office and life science properties, senior living communities and wellness centers | $ | 5,543,586 | $ | 6,469,758 | |||||
ILPT | Industrial and logistics properties | 2,538,189 | 1,578,306 | |||||||
OPI | Office properties primarily leased to single tenants, including the government | 3,935,421 | 4,651,888 | |||||||
SVC | Hotels and net lease service and necessity-based retail properties | 10,130,161 | 8,153,868 | |||||||
$ | 22,147,357 | $ | 20,853,820 | |||||||
(a) | The basis on which base business management fees are calculated for the three months ended December 31, 2019 and 2018 may differ from the basis at the end of the periods presented in the table above. As of December 31, 2019, the market capitalization was lower than the historical costs of assets under management for DHC, OPI and SVC; the historical costs of assets under management for DHC, OPI and SVC as of December 31, 2019, were $8,623,500, $5,807,041 and $12,447,913, respectively. For ILPT, the historical costs of assets under management were lower than their market capitalization of $2,877,088 as of December 31, 2019. |
(2) | Equity based compensation expense for the three months ended December 31, 2019 consists of $634 related to shares granted by The RMR Group Inc. to certain of its officers and employees and $948 related to Client Companies' shares granted to certain of The RMR Group Inc.’s officers and employees. |
Number of | Weighted Average | |||
Year | Shares Vesting | Grant Date Fair Value | ||
2020 | 42,870 | $57.04 | ||
2021 | 34,540 | $61.67 | ||
2022 | 25,520 | $65.43 | ||
2023 | 15,400 | $45.99 | ||
Three Months Ended December 31, 2019 | ||||||||
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. | $ | 9,449 | $ | 0.58 | ||||
Unrealized gain on equity method investment accounted for under the fair value option (1) | (538 | ) | (0.03 | ) | ||||
Transaction and acquisition related costs (2) | 298 | 0.02 | ||||||
Separation costs (3) | 97 | — | ||||||
Adjusted net income attributable to The RMR Group Inc. | $ | 9,306 | $ | 0.57 | ||||
(1) | Includes $1,438 in unrealized gains on The RMR Group Inc.’s investment in TA common shares, adjusted to reflect amounts attributable to the noncontrolling interest and income tax expense at a rate of approximately 14.7%. |
(2) | Includes $796 of transaction and acquisition related costs, adjusted to reflect amounts attributable to the noncontrolling interest and income tax expense at a rate of approximately 14.7%. |
(3) | Includes $260 of separation costs, adjusted to reflect amounts attributable to the noncontrolling interest and income tax expense at a rate of approximately 14.7%. |
Three Months Ended December 31, 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. | $ | 52,209 | $ | 3.22 | ||||
Incentive business management fees (1) | (45,744 | ) | (2.82 | ) | ||||
Separation costs (2) | 2,437 | 0.15 | ||||||
Unrealized loss on equity method investment accounted for under the fair value option (3) | 1,055 | 0.07 | ||||||
Transaction and acquisition related costs (4) | 70 | — | ||||||
Adjusted net income attributable to The RMR Group Inc. | $ | 10,027 | $ | 0.62 | ||||
(1) | Includes $120,094 of incentive business management fees, adjusted to reflect amounts attributable to the noncontrolling interest and income tax expense at a rate of approximately 13.8%. |
(2) | Includes $6,397 of separation costs, adjusted to reflect amounts attributable to the noncontrolling interest and income tax expense at a rate of approximately 13.8%. |
(3) | Includes $2,769 in unrealized losses on The RMR Group Inc.’s investment in TA common shares, adjusted to reflect amounts attributable to the noncontrolling interest and income tax expense at a rate of approximately 13.8%. |
(4) | Includes $184 of transaction and acquisition related costs, adjusted to reflect amounts attributable to the noncontrolling interest and income tax expense at a rate of approximately 13.8%. |
Three Months Ended December 31, | |||||||
2019 | 2018 | ||||||
Reconciliation of EBITDA and Adjusted EBITDA from net income: | |||||||
Net income | $ | 21,624 | $ | 118,080 | |||
Plus: income tax expense | 3,724 | 18,970 | |||||
Plus: depreciation and amortization | 256 | 255 | |||||
EBITDA | 25,604 | 137,305 | |||||
Plus: other asset amortization | 2,354 | 2,354 | |||||
Plus: operating expenses paid in The RMR Group Inc.'s common shares | 634 | 495 | |||||
Plus: separation costs | 260 | 6,397 | |||||
Plus: transaction and acquisition related costs | 796 | 184 | |||||
Plus: straight line office rent | 35 | — | |||||
Less: unrealized (gain) loss on equity method investment accounted for under the fair value option | (1,438 | ) | 2,769 | ||||
Less: equity in earnings of investees | (255 | ) | (35 | ) | |||
Less: incentive business management fees earned | — | (120,094 | ) | ||||
Adjusted EBITDA | $ | 27,990 | $ | 29,375 | |||
Calculation of Operating Margin: | |||||||
Total management and advisory services revenues | $ | 48,122 | $ | 168,364 | |||
Operating income | $ | 21,780 | $ | 138,258 | |||
Operating Margin | 45.3 | % | 82.1 | % | |||
Calculation of Adjusted EBITDA Margin: | |||||||
Contractual management and advisory fees (excluding any incentive business management fees) (2) | $ | 50,476 | $ | 50,624 | |||
Adjusted EBITDA | $ | 27,990 | $ | 29,375 | |||
Adjusted EBITDA Margin | 55.5 | % | 58.0 | % | |||
(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., operating income and operating margin. 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 those outlined in the tables above, 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., operating income or operating margin as an indicator of The RMR Group Inc.’s financial performance or as a measure of The RMR Group Inc.’s liquidity. Other asset management businesses may calculate EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin differently than The RMR Group Inc. does. |
(2) | Contractual management and advisory fees are the base business management fees, property management fees and advisory fees The RMR Group Inc. or its subsidiaries 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, 2019 and 2018, 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 $120,094 that The RMR Group Inc. recognized under GAAP during the three months ended December 31, 2018, which were earned for the calendar year 2018. |
December 31, | September 30, | |||||||
2019 | 2019 | |||||||
Assets | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 385,695 | $ | 358,448 | ||||
Due from related parties | 76,264 | 93,521 | ||||||
Prepaid and other current assets | 5,013 | 5,848 | ||||||
Total current assets | 466,972 | 457,817 | ||||||
Property and equipment, net | 2,315 | 2,383 | ||||||
Due from related parties, net of current portion | 9,001 | 9,238 | ||||||
Equity method investment | 6,561 | 6,658 | ||||||
Equity method investment accounted for under the fair value option | 5,120 | 3,682 | ||||||
Goodwill | 1,859 | 1,859 | ||||||
Intangible assets, net of amortization | 312 | 323 | ||||||
Operating lease right of use assets | 36,899 | — | ||||||
Deferred tax asset | 25,302 | 25,729 | ||||||
Other assets, net of amortization | 150,789 | 153,143 | ||||||
Total assets | $ | 705,130 | $ | 660,832 | ||||
Liabilities and Equity | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued expenses | $ | 94,944 | $ | 90,989 | ||||
Total current liabilities | 94,944 | 90,989 | ||||||
Deferred rent payable, net of current portion | — | 1,620 | ||||||
Operating lease liabilities, net of current portion | 34,467 | — | ||||||
Amounts due pursuant to tax receivable agreement, net of current portion | 29,950 | 29,950 | ||||||
Employer compensation liability, net of current portion | 9,001 | 9,238 | ||||||
Total liabilities | 168,362 | 131,797 | ||||||
Commitments and contingencies | ||||||||
Equity: | ||||||||
Class A common stock, $0.001 par value; 31,600,000 shares authorized; 15,301,767 and 15,302,710 shares issued and outstanding, respectively | 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 | 103,994 | 103,360 | ||||||
Retained earnings | 266,906 | 257,457 | ||||||
Cumulative common distributions | (78,389 | ) | (72,194 | ) | ||||
Total shareholders’ equity | 292,542 | 288,654 | ||||||
Noncontrolling interest | 244,226 | 240,381 | ||||||
Total equity | 536,768 | 529,035 | ||||||
Total liabilities and equity | $ | 705,130 | $ | 660,832 | ||||
• | Mr. Portnoy states that in the 2020 first fiscal quarter, The RMR Group Inc. continued to assist their Client Companies with both the integration of recently completed acquisitions and their strategic repositioning efforts. He also states the integration of Service Properties Trust’s $2.4 billion net leased retail portfolio acquisition has progressed as planned, with the incremental financial benefits to The RMR Group Inc. remaining in line with The RMR Group Inc.’s forecasts and that The RMR Group Inc. has continued making significant progress on repositioning efforts at Office Properties Income Trust and Diversified Healthcare Trust, which The RMR Group Inc. believes will lead to increases in total shareholder returns at these Client Companies. These statements may imply that the Client Companies will succeed in integrating recently completed acquisitions and executing their strategic repositionings and that The RMR Group Inc. and the Client Companies will benefit from these activities. However, integrating acquisitions and executing strategic repositionings are subject to various risks, some of which are beyond The RMR Group Inc.’s and its Client Companies’ control. Further, even if these integration and strategic repositioning activities are executed successfully, the Client Companies and The RMR Group Inc. may not realize the benefits they expect from these activities, including increased total shareholder returns at the applicable Client Companies; |
• | Mr. Portnoy also references property sales that Diversified Healthcare Trust has under agreement. However, those pending sales are subject to conditions and may not occur, may be delayed or their terms may change; and |
• | Mr. Portnoy states that, at the close of the first fiscal quarter, The RMR Group Inc.’s balance sheet continues to leave it well positioned to assess strategic opportunities for future growth. This statement may imply that The RMR Group Inc. will successfully assess and act upon strategic opportunities for future growth and that The RMR Group Inc.’s business will grow and that its operating performance and financial results will improve as a result. However, The RMR Group Inc.’s assessments and efforts may not be successful, it may not grow its business, its operating performance and financial results may not improve, and it may realize losses as a result. |