Document and Entity Information
Document and Entity Information Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 13, 2016 | Mar. 31, 2016 | |
Document Information [Line Items] | |||
Entity Registrant Name | RMR Group Inc. | ||
Entity Central Index Key | 1,644,378 | ||
Document Type | 10-K | ||
Document Period End Date | Sep. 30, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --09-30 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 173.2 | ||
Class A common shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,082,432 | ||
Class B-1 common shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 1,000,000 | ||
Class B-2 common shares | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,000,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 65,833 | $ 34,497 |
Due from related parties | 24,862 | 17,986 |
Prepaid and other current assets | 4,690 | 2,863 |
Total current assets | 95,385 | 55,346 |
Furniture and equipment | 5,024 | 5,307 |
Leasehold improvements | 1,077 | 852 |
Capitalized software costs | 4,250 | 4,292 |
Total property and equipment | 10,351 | 10,451 |
Accumulated depreciation | (6,549) | (5,772) |
Property, Plant and Equipment, Net | 3,802 | 4,679 |
Due from related parties, net of current portion | 7,754 | 6,446 |
Goodwill | 2,295 | 0 |
Intangible assets, net of amortization | 1,085 | 0 |
Deferred tax asset | 45,819 | 46,614 |
Other assets, net of amortization | 181,391 | 190,807 |
Total assets | 337,531 | 303,892 |
Current liabilities: | ||
Accounts payable, accrued expenses and deposits | 20,579 | 18,439 |
Total current liabilities | 20,579 | 18,439 |
Long term portion of deferred rent payable, net of current portion | 778 | 450 |
Amounts due pursuant to tax receivable agreement, net of current portion | 62,029 | 64,905 |
Employer compensation liability, net of current portion | 7,754 | 6,446 |
Total liabilities | 91,140 | 90,240 |
Commitments and contingencies | ||
Equity: | ||
Additional paid in capital | 94,266 | 93,425 |
Retained earnings | 44,543 | 7,303 |
Cumulative other comprehensive income | 83 | 73 |
Cumulative common distributions | (17,209) | 0 |
Total shareholders’ equity | 121,714 | 100,832 |
Noncontrolling interest | 124,677 | 112,820 |
Total equity | 246,391 | 213,652 |
Total liabilities and equity | 337,531 | 303,892 |
Class A common shares | ||
Equity: | ||
Common stock | 15 | 15 |
Class B-1 common shares | ||
Equity: | ||
Common stock | 1 | 1 |
Class B-2 common shares | ||
Equity: | ||
Common stock | $ 15 | $ 15 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Sep. 30, 2015 |
Class A common shares | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized | 31,600,000 | 31,000,000 |
Common stock shares issued | 15,082,432 | 15,000,000 |
Common stock shares outstanding | 15,082,432 | 15,000,000 |
Class B-1 common shares | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized | 1,000,000 | 1,000,000 |
Common stock shares issued | 1,000,000 | 1,000,000 |
Common stock shares outstanding | 1,000,000 | 1,000,000 |
Class B-2 common shares | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock shares authorized | 15,000,000 | 15,000,000 |
Common stock shares issued | 15,000,000 | 15,000,000 |
Common stock shares outstanding | 15,000,000 | 15,000,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Revenues | |||
Management services | $ 226,660 | $ 162,326 | $ 218,753 |
Reimbursable payroll and related costs | 37,660 | 28,230 | 64,049 |
Advisory services | 2,620 | 2,380 | 2,244 |
Total revenues | 266,940 | 192,936 | 285,046 |
Expenses | |||
Compensation and benefits | 91,985 | 83,456 | 127,841 |
Members profit sharing | 0 | 0 | 116,000 |
Separation costs | 1,358 | 116 | 2,330 |
General and administrative | 25,129 | 26,535 | 21,957 |
Depreciation and amortization | 1,768 | 2,117 | 2,446 |
Total expenses | 120,240 | 112,224 | 270,574 |
Operating income | 146,700 | 80,712 | 14,472 |
Interest and other income | 234 | 1,732 | 497 |
Unrealized losses attributable to changes in fair value of stock accounted for under the fair value option | 0 | (290) | (4,556) |
Income before income tax expense and equity in earnings of investee | 146,934 | 82,154 | 10,413 |
Income tax expense | (24,573) | (4,848) | (280) |
Equity in earnings of investee | 0 | 115 | 160 |
Net income | 122,361 | 77,421 | 10,293 |
Net income attributable to noncontrolling interest | (85,121) | (70,118) | |
Net income attributable to RMR Inc. | 37,240 | 7,303 | |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 19 | (252) | (125) |
Unrealized loss in investment in available for sale securities | 0 | (54) | (37) |
Equity interest in investee’s unrealized gains | 0 | 35 | 24 |
Other comprehensive income (loss) | 19 | (271) | (138) |
Comprehensive income | 122,380 | 77,150 | $ 10,155 |
Comprehensive income attributable to noncontrolling interest | (85,130) | (69,774) | |
Comprehensive income attributable to RMR Inc. | $ 37,250 | $ 7,376 | |
Weighted average common shares outstanding - basic and diluted (in shares) | 16,005 | 16,000 | |
Net income attributable to RMR Inc. per common shares - basic and diluted (in dollars per share) | $ 2.33 | $ 0.46 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' and Members' Equity - USD ($) $ in Thousands | Total | Class A common stock | Class B-1 common stock | Members' Equity | Common sharesClass A common stock | Common sharesClass B-1 common stock | Common sharesClass B-2 common stock | Additional Paid In Capital | Additional Paid In CapitalClass A common stock | Additional Paid In CapitalClass B-1 common stock | Additional Paid In CapitalClass B-2 common stock | Retained Earnings | Cumulative Other Comprehensive Income (Loss) | Cumulative Common Distributions | Total Shareholders' and Members' Equity | Total Shareholders' and Members' EquityClass A common stock | Total Shareholders' and Members' EquityClass B-1 common stock | Noncontrolling Interest |
Balance beginning at Sep. 30, 2013 | $ 109,512 | $ 109,560 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (48) | $ 0 | $ 109,512 | $ 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Members’ contribution | 110,577 | 110,577 | 110,577 | |||||||||||||||
Net income | 10,293 | 10,293 | 10,293 | |||||||||||||||
Foreign currency translation adjustments | (125) | (125) | (125) | |||||||||||||||
Unrealized losses on available for sale securities | (37) | (37) | (37) | |||||||||||||||
Increase in share of investee's other comprehensive income | 24 | 24 | 24 | |||||||||||||||
Other comprehensive income (loss) | (138) | |||||||||||||||||
Establishment of deferred tax asset, net of amounts payable under tax receivable agreement | 0 | |||||||||||||||||
Balance ending at Sep. 30, 2014 | 230,244 | 230,430 | (186) | 230,244 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 58,580 | 58,580 | 58,580 | |||||||||||||||
Net cash distributions to Member | (224,139) | (224,139) | (224,139) | |||||||||||||||
Non-cash distributions to Member | (60,143) | (60,143) | (60,143) | |||||||||||||||
Other comprehensive income (loss) | (460) | (460) | (460) | 0 | ||||||||||||||
Balance ending at Jun. 05, 2015 | 4,082 | 4,728 | (646) | 4,082 | 0 | |||||||||||||
Balance beginning at Sep. 30, 2014 | 230,244 | 230,430 | (186) | 230,244 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 77,421 | |||||||||||||||||
Foreign currency translation adjustments | (252) | |||||||||||||||||
Unrealized losses on available for sale securities | (54) | |||||||||||||||||
Increase in share of investee's other comprehensive income | 35 | |||||||||||||||||
Other comprehensive income (loss) | (271) | |||||||||||||||||
Establishment of deferred tax asset, net of amounts payable under tax receivable agreement | (14,407) | |||||||||||||||||
Incentive fee allocable to ABP Trust | 0 | |||||||||||||||||
Balance ending at Sep. 30, 2015 | 213,652 | 0 | 15 | 1 | 15 | 93,425 | 7,303 | 73 | 100,832 | 112,820 | ||||||||
Balance beginning at Jun. 05, 2015 | 4,082 | 4,728 | (646) | 4,082 | 0 | |||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 18,841 | 7,303 | 7,303 | 11,538 | ||||||||||||||
Other comprehensive income (loss) | 189 | 73 | 73 | 116 | ||||||||||||||
Issuance of common shares | $ 361,585 | $ 11,520 | 15 | 1 | 15 | $ 361,570 | $ 11,519 | $ (15) | $ 361,585 | $ 11,520 | ||||||||
Receipt of Class A membership units from ABP Trust | (167,764) | (165,781) | (165,781) | (1,983) | ||||||||||||||
Establishment of deferred tax asset, net of amounts payable under tax receivable agreement | (14,607) | (14,607) | (14,607) | |||||||||||||||
Tax distributions to Members | (194) | (194) | ||||||||||||||||
Reorganization of equity structure | (4,728) | (99,261) | 646 | (103,343) | 103,343 | |||||||||||||
Balance ending at Sep. 30, 2015 | 213,652 | 0 | 15 | 1 | 15 | 93,425 | 7,303 | 73 | 100,832 | 112,820 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Net income | 122,361 | 37,240 | 37,240 | 85,121 | ||||||||||||||
Foreign currency translation adjustments | 19 | |||||||||||||||||
Unrealized losses on available for sale securities | 0 | |||||||||||||||||
Increase in share of investee's other comprehensive income | 0 | |||||||||||||||||
Other comprehensive income (loss) | 19 | 10 | 10 | 9 | ||||||||||||||
Establishment of deferred tax asset, net of amounts payable under tax receivable agreement | 0 | |||||||||||||||||
Tax distributions to Members | (30,533) | (30,533) | ||||||||||||||||
Share grants, net | 841 | 841 | 841 | |||||||||||||||
Incentive fee allocable to ABP Trust | (26,611) | (26,611) | ||||||||||||||||
Common share distributions | (33,338) | (17,209) | (17,209) | (16,129) | ||||||||||||||
Balance ending at Sep. 30, 2016 | $ 246,391 | $ 0 | $ 15 | $ 1 | $ 15 | $ 94,266 | $ 44,543 | $ 83 | $ (17,209) | $ 121,714 | $ 124,677 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Cash Flows from Operating Activities | |||
Net income | $ 122,361 | $ 77,421 | $ 10,293 |
Adjustments to reconcile net income to net cash from operating activities: | |||
Depreciation and amortization | 1,768 | 2,117 | 2,446 |
Straight line office rent amortization | 328 | 48 | 70 |
Amortization expense related to other asset | 9,416 | 2,999 | 0 |
Deferred income taxes | 795 | 0 | 0 |
Unrealized losses attributable to changes in fair value of stock accounted for under the fair value option | 0 | 290 | 4,556 |
Dividend income | 0 | (1,259) | (421) |
Revenues paid in common shares of Managed REITs | 0 | (6,564) | (11,809) |
Gain on sale of shares | 0 | (15) | (123) |
Equity in earnings of investee | 0 | (115) | (160) |
Loss on disposition of assets | 0 | 0 | 136 |
Operating expenses paid in RMR Inc. common shares | 933 | 0 | 0 |
Changes in assets and liabilities: | |||
Due from related parties | (6,298) | 29,166 | 70,098 |
Accounts receivable | 0 | 26,229 | (19,486) |
Prepaid and other current assets | (1,401) | 3,755 | (951) |
Accounts payable, accrued expenses and deposits | (2,467) | 287 | 5,483 |
Incentive fee allocable to ABP Trust | (26,611) | 0 | 0 |
Due to related parties | 0 | (32,279) | (28,451) |
Net cash from operating activities | 98,824 | 102,080 | 31,681 |
Cash Flows from Investing Activities | |||
Purchase of property and equipment | (1,070) | (1,404) | (1,417) |
Purchase of SIR shares | 0 | 0 | (16,018) |
Acquisitions | (2,479) | 0 | 0 |
Purchase of equity investment interest | 0 | 0 | (825) |
Proceeds from sale of shares | 0 | 2,369 | 2,895 |
Proceeds from disposal of assets | 0 | 1,335 | 25 |
Dividends received from investment in REITs | 0 | 1,237 | 380 |
Purchase of investment in RMR LLC | 0 | (46,386) | 0 |
Net cash used in investing activities | (3,549) | (42,849) | (14,960) |
Cash Flows from Financing Activities | |||
Loan from Member | 0 | 0 | 57,000 |
Payments to Member | 0 | 0 | (57,000) |
Proceeds from issuance of common shares | 0 | 57,906 | 0 |
Repurchase of Common Shares | (91) | 0 | 0 |
Distribution to noncontrolling interest | (46,662) | 0 | 0 |
Members contribution | 0 | 0 | 110,577 |
Members distribution | 0 | (224,336) | 0 |
Distribution to common shareholders | (17,209) | 0 | 0 |
Net cash (used in) provided by financing activities | (63,962) | (166,430) | 110,577 |
Effect of exchange rate fluctuations on cash and cash equivalents | 23 | (35) | (132) |
Increase (decrease) in cash and cash equivalents | 31,336 | (107,234) | 127,166 |
Cash and cash equivalents at beginning of year | 34,497 | 141,731 | 14,565 |
Cash and cash equivalents at end of year | 65,833 | 34,497 | 141,731 |
Supplemental cash flow information | |||
Interest paid | 0 | 0 | 144 |
Income taxes paid | 25,811 | 217 | 104 |
Supplemental schedule of non-cash activities | |||
Fair value of share based payments recorded | 7,997 | 5,931 | 11,444 |
Establishment of deferred taxes, net of amounts payable under tax receivable agreement | 0 | 14,407 | 0 |
Non-cash equity activity | 0 | 60,343 | 0 |
Establishment of other asset | 0 | 193,806 | 0 |
Proceeds from the issuance of common shares received in Managed REIT shares | 0 | 121,378 | 0 |
Purchase of investment in RMR LLC in Managed REIT shares | $ 0 | $ (121,378) | $ 0 |
Organization
Organization | 12 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization The RMR Group Inc., or RMR Inc., a Maryland corporation, is a holding company, and substantially all of its business is conducted by its majority owned subsidiary The RMR Group LLC, or RMR LLC, historically a Delaware limited liability company and, as of June 5, 2015, a Maryland limited liability company. In these financial statements, unless otherwise indicated, “we,” us” and “our” refer to RMR Inc. and its direct and indirect subsidiaries, including RMR LLC. RMR Inc. serves as the sole managing member of RMR LLC and, in that capacity, operates and controls the business and affairs of RMR LLC. RMR Inc. was incorporated in Maryland on May 28, 2015 in contemplation of the June 5, 2015 transaction described in Note 6 , Related Person Transactions , or the Up-C Transaction. Prior to the Up-C Transaction, RMR Inc. had not engaged in any business or other activities, except in connection with its incorporation. The Up‑C Transaction and preceding reorganization transactions resulted in a change in the reporting entity for periods prior to June 5, 2015 due to the contribution to RMR LLC of operating entities under common control as described in Note 6 , Related Person Transactions . These operating entities were then wholly owned by ABP Trust (formerly known as Reit Management & Research Trust), historically a Massachusetts business trust, and as of January 20, 2016, a Maryland statutory trust, or by Barry M. Portnoy and Adam D. Portnoy, our Founders, who are the beneficial owners of ABP Trust. ABP Trust and its beneficial owners are referred to herein collectively as the Members. The operating entities include RMR Advisors LLC, a Maryland limited liability company which was formerly a Massachusetts corporation named RMR Advisors, Inc., or RMR Advisors, and RMR Intl LLC, a Maryland limited liability company, or RMR Intl. These transactions among entities under common control have been accounted for using the pooling method of accounting as if the operations of RMR Advisors and RMR Intl were consolidated as of the beginning of the earliest period presented in our consolidated financial statements and the ownership structure as of June 5, 2015 had been in existence throughout the periods covered by our consolidated financial statements. The contribution of RMR Advisors and RMR Intl increased net income by $245 and $927 , and increased other comprehensive income (loss) by $440 and ($125) in the period October 1, 2014 to June 4, 2015 and the fiscal year ended September 30, 2014 , respectively. As of September 30, 2016 , RMR Inc. owns 15,082,432 class A membership units of RMR LLC, or Class A Units, and 1,000,000 class B membership units of RMR LLC, or Class B Units. The aggregate RMR LLC membership units RMR Inc. owns represent 51.7% of the economic interest of RMR LLC. We refer to economic interest as the right of a holder of a Class A Unit or Class B Unit to share in distributions made by RMR LLC and, upon liquidation, dissolution or winding up of RMR LLC, to share in the assets of RMR LLC after payments to creditors. ABP Trust owns 15,000,000 redeemable Class A Units, representing 48.3% of the economic interest of RMR LLC, which is presented as a noncontrolling interest within the consolidated financial statements. RMR LLC was founded in 1986 to manage public investments in real estate and, as of September 30, 2016 , managed a diverse portfolio of publicly owned real estate and real estate related businesses. RMR LLC manages: Government Properties Income Trust, or GOV, a publicly traded real estate investment trust, or REIT, that primarily owns properties that are majority leased to the U.S. government and state governments; Hospitality Properties Trust, or HPT, a publicly traded REIT that primarily owns hotel and travel center properties; Select Income REIT, or SIR, a publicly traded REIT that primarily owns properties that are net leased to single tenants; and Senior Housing Properties Trust, or SNH, a publicly traded REIT that primarily owns healthcare senior living and medical office buildings. Hereinafter, GOV, HPT, SIR and SNH are collectively referred to as the Managed REITs. RMR LLC also provides management services to other publicly traded and private businesses, including: Five Star Quality Care, Inc., or Five Star, a publicly traded operator of senior living communities, many of which are owned by SNH; Sonesta International Hotels Corporation, or Sonesta, a privately owned franchisor and operator of hotels, resorts and cruise ships in the United States, Latin America, the Caribbean and the Middle East, some of whose U.S. hotels are owned by HPT; and TravelCenters of America LLC, or TA, an operator of travel centers along the U.S. Interstate Highway System, many of which are owned by HPT, convenience stores with retail gas stations and restaurants. Hereinafter, Five Star, Sonesta and TA are collectively referred to as the Managed Operators. In addition, RMR LLC also provides management services to certain related private companies, including Affiliates Insurance Company, or AIC, an Indiana insurance company, and ABP Trust and its subsidiaries. During the periods presented until September 30, 2014, RMR LLC provided business and property management services to Equity Commonwealth, or EQC, a publicly traded REIT that primarily owns office properties, and thereafter RMR LLC provided certain transition services to EQC through October 31, 2015. For periods prior to June 5, 2015, no historical member of RMR LLC was obligated personally for any debts, obligations or liabilities of RMR LLC solely by reason of being a member. RMR Advisors was founded in 2002. RMR Advisors is the advisor to RMR Real Estate Income Fund, or RIF. RIF is a closed end investment company focused on investing in real estate securities, including REITs and other dividend paying securities, but excluding our Client Companies, as defined below. On August 5, 2016, we acquired certain assets of Tremont Realty Capital LLC, or the Tremont business, which specializes in commercial real estate finance, principally capital for commercial real estate sponsors and serving as advisor to private funds and separately managed accounts that principally make commercial real estate debt investments. As part of this transaction, our wholly owned subsidiary, Tremont Realty Advisors LLC, or Tremont Advisors, an investment advisor registered with the SEC, was assigned the investment management contracts of investment advisory clients of the Tremont business. Tremont Advisors advises private funds and separately managed accounts that invest in commercial real estate debt, including secured mortgage debt and mezzanine financings. Tremont Advisors may also provide advice with respect to commercial real estate that may become owned by its clients. RMR Intl was founded in 2012 and is the owner of RMR Australia Asset Management Pty Ltd, or RMR Australia, a company founded in 2012 to manage properties owned by EQC located in Australia. RMR Australia holds an Australian financial services license granted by the Australian Securities & Investments Commission. In these financial statements, we refer to the Managed REITs, the Managed Operators, RIF, AIC, ABP Trust and the clients of the Tremont business as our Client Companies. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation. All intercompany transactions and balances with or among the consolidated entities have been eliminated. Equity Method Investments. We accounted for our investments in the Managed REITs and RIF under the equity method of accounting. We used the equity method to account for these investments because our Founders are the managing trustees of the Managed REITs and RIF. We elected to adopt the fair value measurement option in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 825‑10, Financial Instruments Equity Method Investments , to record changes in fair value of our holdings in the Managed REITs and RIF as unrealized in the consolidated statements of comprehensive income. Dividends received in conjunction with these investments were recorded in our earnings as a component of interest and other income in the consolidated statements of comprehensive income for the period in which they were received. We also accounted for our investment in AIC using the equity method of accounting. We used the equity method to account for this investment as we believed that we had significant influence over AIC because our Founders are directors of AIC. Under the equity method, our percentage share of net earnings or loss and other comprehensive income or loss from AIC was recorded in the consolidated statements of comprehensive income as equity in earnings of an investee. Prior to the Up-C Transaction described in Note 6, Related Person Transactions , we distributed our investments in the Managed REITs, RIF and AIC to ABP Trust at these investments' book values of $24,255 , $651 and $6,931 , respectively. This transfer, totaling $31,837 in the aggregate, was treated as a non-cash distribution to ABP Trust. We regularly evaluate our relationships and investments to determine if they constitute variable interests. A variable interest is an investment or interest that will absorb portions of an entity’s expected losses or receive portions of an entity’s expected returns. If we determine we have a variable interest in an entity, we evaluate whether such interest is in a variable interest entity, or VIE. Under the VIE model, we would be required to consolidate the entities we manage if (i) the entity is considered to be a VIE and (ii) we are determined to be the primary beneficiary of the entity. We qualitatively assessed whether we must consolidate any of the entities we manage. Consideration of factors included, but was not limited to, our representation on the entity’s governing body, the size of our investment in each entity compared to the size of the entity and the size of other investors’ interests, our ability and the rights of other persons to participate in policy making decisions and to replace the manager of those entities. Based on this assessment, we concluded that we are not required to consolidate any of our managed entities. The relationships and investments related to entities in which we have a variable interest are summarized in Note 6, Related Person Transactions . Available for Sale Securities. Our investment in EQC shares was accounted for as available for sale securities based on their quoted market price at the end of the reporting period. Realized gains and losses on sales of available for sale securities were based on the average cost method, adjusted for any other than temporary declines in fair value. Unrealized gains and losses were recorded as a component of other comprehensive income. We received 90,135 shares of EQC as partial payment of fees earned under our then existing business management agreement with EQC for the fiscal year ended September 30, 2014 . Those shares had a historical cost of $2,354 and a market value, based on the closing price of EQC shares on the New York Stock Exchange, or the NYSE, on September 30, 2014 , of $2,317 . We sold all of those EQC shares in May 2015 and realized a gain on sale of $15 . For the fiscal years ended September 30, 2015 and 2014 we recorded unrealized losses of $54 and $37 , respectively, in other comprehensive income (loss) on these available for sale EQC shares. No shares of EQC were received for the fiscal years ended September 30, 2016 or 2015 . Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less on the date of purchase to be cash equivalents. Property and Equipment. Property and equipment are stated at cost. Depreciation of furniture and equipment is computed using the straight line method over estimated useful lives ranging from three to ten years. Depreciation for leasehold improvements is computed using the straight line method over the term of the lesser of their useful lives or related lease agreements. Depreciation expense related to property and equipment for the fiscal years ended September 30, 2016 , 2015 and 2014 was $1,105 , $1,155 and $1,452 respectively. Capitalized Software Costs. We capitalize costs associated with the development and implementation of software created or obtained for internal use in accordance with ASC 340‑50, Internal Use Software . Capitalized costs are depreciated using the straight line method over useful lives ranging between three and five years. Depreciation expense related to capitalized software costs for the fiscal years ended September 30, 2016 , 2015 and 2014 were $598 , $962 and $994 , respectively. Equity-Based Compensation. The awards made under our share award plan to our directors and employees to date have been Class A Common Shares. Shares issued to directors vest immediately. Shares issued to employees vest in five equal, consecutive, annual installments, with the first installment vesting on the date of grant. Compensation expense related to share grants is determined based on the market value of our shares on the date of grant, with the aggregate value of the granted shares amortized to expense over the related vesting period. Shares granted to directors are included in general and administrative expenses and shares granted to employees are included in compensation and benefits in our consolidated statements of comprehensive income. Revenue Recognition. Revenues from services that we provide are recognized as earned in accordance with contractual agreements. In the periods presented, management and advisory services revenue consists principally of business management fees, property management fees and advisory fees earned from our Client Companies, EQC and any clients of the Tremont business. Business Management and Incentive Fees—Managed REITs and EQC Prior to January 1, 2014, we earned annual base business management fees from the Managed REITs and EQC pursuant to business management agreements equal to the sum of (a) 0.5% of the historical cost of transferred real estate assets, if any, as defined in the applicable business management agreement, plus (b) 0.7% of the average invested capital (exclusive of the transferred real estate assets), as defined in the applicable business management agreement, up to $250,000 , plus (c) 0.5% of the average invested capital exceeding $250,000 . Prior to January 1, 2014 the base business management fee was paid 100.0% in cash. These business management agreements were amended such that starting January 1, 2014 we earned annual base business management fees from the Managed REITs and EQC equal to the lesser of: • the sum of (a) 0.5% of the historical cost of transferred real estate assets, if any, as defined in the applicable business management agreement, plus (b) 0.7% of the average invested capital (exclusive of the transferred real estate assets), as defined in the applicable business management agreement, up to $250,000 , plus (c) 0.5% of the average invested capital exceeding $250,000 ; and • the sum of (a) 0.7% of the average market capitalization, as defined in the applicable business management agreement, up to $250,000 , plus (b) 0.5% of the average market capitalization exceeding $250,000 . The foregoing base business management fees are paid monthly in arrears, based on the REIT’s monthly average historical costs of assets under management and average market capitalization during the month. For purposes of these fees, a Managed REIT or EQC's costs of assets under management did not include shares it owns of another Client Company. As part of the Up-C Transaction, which is more fully described in Note 6, Related Person Transactions below, RMR LLC and each of the Managed REITs entered into amended and restated business management agreements and amended and restated property management agreements. Each of those amended management agreements has a term that ends on December 31, 2036, and automatically extends on December 31st of each year so that the terms of the agreements thereafter end on the 20th anniversary of the date of the extension. Each of the Managed REITs has the right to terminate each amended management agreement: (i) at any time on 60 days’ written notice for convenience, (ii) immediately upon written notice for cause, as defined therein, (iii) on 60 days’ written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR LLC, as defined therein. We have the right to terminate the amended management agreements for good reason, as defined therein. Under our amended management agreements with the Managed REITs, if a Managed REIT terminates one or both of our amended management agreements with that Managed REIT for convenience, or if we terminate one or both of our amended management agreements with a Managed REIT for good reason, the Managed REIT is obligated to pay us a termination fee in an amount equal to the sum of the present values of the Managed REIT’s monthly future fees, as defined therein, for the terminated amended management agreement(s) for the remaining term, assuming it had not been terminated. If a Managed REIT terminates one or both of our amended management agreements for a performance reason, as defined therein, the Managed REIT has agreed to pay to us the termination fee calculated as described above, but assuming a remaining term of 10 years . No termination fee is payable by a Managed REIT if it terminates one or both of our amended management agreements for cause or as a result of a change of control of us, as defined in the applicable management agreement. During the period January 1, 2014 until June 5, 2015, the base business management fee was paid 90.0% in cash and 10.0% in the applicable REIT’s common shares, which were fully vested when issued. The number of the REIT’s common shares issued in payment of the base business management fee for each month equaled 10.0% of the total base management fee for the REIT for that month divided by the average daily closing price on the New York Stock Exchange of its common shares during that month. The amended management agreements require that all of the management fees payable from the Managed REITs to us after June 5, 2015 be paid in cash. Under the business management agreements, we also had and have the ability to earn annual incentive business management fees from the Managed REITs and EQC. The incentive business management fees were and are contingent performance based fees which were and are only recognized when earned at the end of each respective measurement period. Prior to January 1, 2014, the incentive fee was calculated as 15.0% of the product of (i) the weighted average of the respective REIT’s common shares outstanding on a fully diluted basis during a calendar year and (ii) the excess, if any, of the funds from operations, or FFO, per share or cash available for distribution, as calculated in accordance with the applicable business management agreement, for such calendar year over the FFO per share or cash available for distribution, as applicable, for the preceding calendar year, subject to caps on the values of the incentive fees. Starting January 1, 2014 the incentive fees are calculated for each REIT as 12.0% of the product of (a) the equity market capitalization of the REIT, as defined in the applicable business management agreement, and (b) the amount, expressed as a percentage, by which the REIT’s total return per share, as defined in the applicable business management agreement, exceeded the benchmark total return per share, as defined in the applicable business management agreement, of a specified REIT index identified in the applicable business management agreement for the measurement period, subject to caps on the values of the incentive fees. The measurement period for the annual incentive fee in respect of calendar year 2015 is the two year period that ended on December 31, 2015 and for calendar years thereafter, the three year period ended on December 31 of each calendar year. The amended management agreements require that any incentive fee payable by the Managed REITs to us after June 5, 2015 be paid in cash. We earned aggregate annual base business management fees for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $104,824 , $108,035 and $126,525 , respectively, from the REITs then managed of which zero , $6,564 and $8,146 , respectively, were paid in common shares of those REITs. We earned aggregate incentive business management fees from the Managed REITs for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $62,263 , zero and $3,663 , respectively. Incentive business management fees earned from the Managed REITs for the fiscal year ended September 30, 2016 were paid in cash. Incentive business management fees earned from the Managed REITs for the fiscal year ended September 30, 2014 were paid in common shares of the applicable Managed REITs. Incentive business management fees recognized as earned in the fiscal year ended September 30, 2016 and 2014 were earned in respect of the 2015 and 2013 calendar years, respectively. We also earned an incentive business management fee for the fiscal year ended September 30, 2014 from EQC of $15,349 which was paid in cash. Under the agreements entered into as part of the Up-C Transaction, ABP Trust was entitled to receive a pro rata share of any incentive business management fee earned for the 2015 calendar year, based on the number of days in 2015 to June 5, 2015, the effective date of the Up-C Transaction. Accordingly, $26,611 of the incentive business management fee earned for the fiscal year ended September 30, 2016 was allocated to ABP Trust. See Note 6, Related Person Transactions below. Business Management Fees—Managed Operators, ABP Trust and AIC We earn business management fees from the Managed Operators and ABP Trust pursuant to business management agreements equal to 0.6% of: (i) in the case of Five Star, Five Star’s revenues from all sources reportable under U.S. generally accepted accounting principles, or GAAP, less any revenues reportable by Five Star with respect to properties for which it provides management services, plus the gross revenues at those properties determined in accordance with GAAP, (ii) in the case of Sonesta, Sonesta’s revenues from all sources reportable under GAAP, less any revenues reportable by Sonesta with respect to hotels for which it provides management services, plus the gross revenues at those hotels determined in accordance with GAAP, (iii) in the case of TA, the sum of TA’s gross fuel margin, as defined in the applicable agreement, plus TA’s total nonfuel revenues and (iv) in the case of ABP Trust, revenues from all sources reportable under GAAP. These fees are estimated and payable monthly in advance. We earn business management fees from AIC pursuant to a management agreement equal to 3.0% of its total premiums paid under active insurance underwritten or arranged by AIC. We earned aggregate annual business management fees from the Managed Operators, ABP Trust and AIC for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $25,846 , $24,606 and $21,983 , respectively. Property Management Fees We earned property management fees pursuant to property management agreements with certain Client Companies and EQC. We generally earn fees under these agreements for property management services equal to 3.0% of gross collected rents. Also, under the terms of the property management agreements, we receive additional property management fees for construction supervision in connection with certain construction activities undertaken at the managed properties equal to 5.0% of the cost of such construction. We earned aggregate property management fees for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $33,615 , $29,685 and $51,233 , respectively. Reimbursable Payroll and Related Costs Pursuant to certain of our management agreements, the companies to which we provide management services pay or reimburse us for expenses incurred on their behalf. In accordance with FASB Accounting Standards Codification, or ASC, 605 Revenue Recognition , we present certain payroll and related cost reimbursements we receive as revenue. A significant portion of these reimbursable payroll and related costs arises from services we provide pursuant to our property management agreements that are charged or passed through to and were paid by tenants of our Client Companies and EQC. We realized reimbursable payroll and related costs for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $37,660 , $28,230 and $64,049 , respectively. Our reimbursable payroll and related costs include grants of common shares from Client Companies and EQC directly to certain of our officers and employees in connection with the provision of management services to those companies. The revenue in respect of each grant is based on the fair value as of the grant date for those shares that have vested, with subsequent changes in the fair value of the unvested grants being recognized in the consolidated statements of comprehensive income over the requisite service period. We record an equal offsetting amount as compensation and benefits expense for all of our payroll and related cost revenues. We realized equity based compensation expense and related reimbursements for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $7,997 , $5,931 and $11,444 , respectively. We report all other expenses we incur on behalf of our Client Companies and EQC on a net basis as the management agreements provide that reimbursable expenses are to be billed directly to the client. This net basis accounting method is supported by some or all of the following factors, which we have determined defines us as an agent rather than a principal with respect to these matters: • reimbursement to us is generally completed prior to payment of the related expenses; • the property owner is contractually obligated to fund such operating costs of the property from existing cash flow or direct funding from its building operating account and we bear little or no credit risk; • our clients are the primary obligor in relationships with the affected suppliers and service providers; and • we earn no margin on the reimbursement aspect of the arrangement, obtaining reimbursement only for actual costs incurred. Advisory Agreements and Other Services to Advisory Clients RMR Advisors is party to an investment advisory agreement with RIF, and Tremont Advisors is party to an investment advisory agreement with a private fund. Pursuant to each agreement, RMR Advisors and Tremont Advisors provide RIF and the private fund, respectively, with a continuous investment program, make day to day investment decisions and generally manage the business affairs of RIF and the private fund, respectively, in accordance with such funds’ investment objectives and policies. RMR Advisors is compensated pursuant to its agreement with RIF at an annual rate of 0.85% of RIF’s average daily managed assets, as defined in the agreement. Average daily managed assets includes the net asset value attributable to RIF’s outstanding common shares, plus the liquidation preference of RIF’s outstanding preferred shares plus the principal amount of any borrowings, including from banks or evidenced by notes, commercial paper or other similar instruments issued by RIF. RMR Advisors earned advisory fees for the fiscal years ended September 30, 2016 , 2015 and 2014 of $2,370 , $2,380 and $2,244 , respectively. Tremont Advisors is compensated pursuant to its agreement with the private fund at an annual rate of 1.35% of the weighted average outstanding balance of all strategic investments, as defined in the agreement, of the private fund. Strategic investments include any direct or indirect participating or non-participating debt investment in certain real estate. Tremont Advisors is also party to loan servicing agreements with its separately managed account clients. Under such agreements, Tremont Advisors is compensated at an annual rate of 0.50% of the outstanding principal balance of the outstanding loans. In certain circumstances, Tremont Advisors is also entitled to performance fees based on exceeding certain performance targets. Performance fees are realized when a separately managed account client’s cumulative returns are in excess of the preferred return. Tremont Advisors did not earn any such performance fees in the period subsequent to our acquisition of the Tremont business in August 2016 through September 30, 2016. The Tremont business also acts as transaction originators for non-investment advisory clients for negotiated fees. For the fiscal year ended September 30, 2016, the Tremont business earned between 0.50% and 0.75% of the aggregate principal amounts of any loans so originated. We earned management services revenue of $54 and advisory services revenue of $250 for the fiscal year ended September 30, 2016 . Foreign Operations. The U.S. dollar is the functional currency of our U.S. operations. The functional currency of the subsidiary of RMR Intl that operated in Australia during the periods presented was the Australian dollar, as that was the principal currency in which the entity’s assets, liabilities, income and expenses were denominated. We translated that subsidiary’s financial statements into U.S. dollars when we combined that subsidiary’s financial statements with our U.S. operations. Generally, we translated assets and liabilities at the exchange rate in effect as of the balance sheet date. The accumulation of the resulting translation adjustments is included in cumulative other comprehensive income in our consolidated balance sheets. We translated income statement accounts using the average exchange rate for the period and for income statement accounts that include significant non‑recurring transactions at the rate in effect as of the date of the transaction. We were subject to foreign currency risk due to potential fluctuations in exchange rates between Australian and U.S. currencies, as a change in the value of Australian currency compared to U.S. currency has an effect on our reported results of operations and financial position. As of September 30, 2016 , 2015 and 2014 , cumulative foreign currency translation adjustment gains (losses) for the fiscal years then ended were $208 , $189 , and ($205) , respectively. Cumulative Other Comprehensive Income (Loss). Cumulative other comprehensive income (loss) represents our share of the comprehensive income (loss) of AIC, our unrealized loss from our available for sale securities and foreign currency translation adjustments. Use of Estimates. Preparation of these financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that may affect the amounts reported in these financial statements and related notes. The actual results could differ from these estimates. Concentration of Credit Risk. Financial instruments which potentially subject us to concentrations of credit risk are primarily cash accounts and amounts due from related parties. Historically, we have not experienced losses related to our cash accounts or to the credit of our Clients whose receivables are listed on our balance sheet as due from related parties . |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Sep. 30, 2016 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers . The main provision of ASU No. 2014-09 is to recognize revenue when control of the goods or services transfers to the customer, as opposed to the existing guidance of recognizing revenue when the risk and rewards transfer to the customer. In July 2015, the FASB approved a one year deferral of the effective date for this ASU to interim and annual reporting periods beginning after December 15, 2017. We have not yet determined the effects, if any, that the adoption of ASU 2014-09 may have on our financial position, results of operations, cash flows or disclosures. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes , which is intended to improve how deferred taxes are classified on organizations’ balance sheets by eliminating the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. We adopted this ASU effective October 1, 2015 and have applied the requirements retrospectively to all periods presented. The adoption of this standard resulted in the reclassification of $3,398 from prepaid and other current assets to deferred income tax assets in our consolidated balance sheet as of September 30, 2015. In February 2016, the FASB issued ASU No. 2016-02, Leases , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact the adoption of ASU No. 2016-02 will have on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 will become effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the potential impact that adoption of ASU No. 2016-13 will have on our consolidated financial statements. In August, 2016 we adopted ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The implementation of this update did not cause any material changes to our consolidated financial statements. |
Income Taxes
Income Taxes | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As a result of the Up‑C Transaction, we became the sole managing member of RMR LLC. RMR LLC is treated as a partnership for U.S. federal and most applicable state and local income tax purposes. In addition, on June 1, 2015 and June 3, 2015, respectively, RMR Intl and RMR Advisors became wholly owned disregarded subsidiaries of RMR LLC. As a partnership, RMR LLC is generally not subject to U.S. federal and most state income taxes. Any taxable income or loss generated by RMR LLC is passed through to and included in the taxable income or loss of its members, including RMR Inc. and ABP Trust, based on each member’s respective ownership percentage. We are a corporation subject to U.S. federal and state income tax with respect to our allocable share of any taxable income of RMR LLC and its wholly owned subsidiaries. We had income (loss) before income taxes as follows: September 30, 2016 2015 2014 United States $ 146,978 $ 82,377 $ 9,308 Foreign (44 ) (108 ) 1,265 Total $ 146,934 $ 82,269 $ 10,573 We had a provision for income taxes which consists of the following: September 30, 2016 2015 2014 Current: Federal $ 19,332 $ 250 $ — State 4,445 35 1 Foreign — — 279 Deferred: Federal 699 4,051 — State 97 512 — Foreign — — — Total $ 24,573 $ 4,848 $ 280 A reconciliation of the statutory income tax rate to the effective tax rate is as follows: September 30, 2016 2015 2014 Income taxes computed at the federal statutory rate 35.00 % 35.00 % — % Permanent items — % 0.10 % 0.02 % Net income attributable to non-controlling interest (21.37 )% (29.87 )% — % Foreign taxes — % — % 3.67 % State taxes, net of federal benefit 3.09 % 0.67 % 0.01 % Change in valuation allowance — % — % (1.01 )% Total 16.72 % 5.90 % 2.69 % For the periods prior to the Up-C Transaction, RMR LLC, RMR Advisors and RMR Intl were not eligible to file consolidated federal, state, or foreign income tax returns under existing tax law. Notwithstanding each separate tax filing requirement, the presentation for the periods prior to the Up-C Transaction represents the combined income tax expense for federal, state and foreign tax purposes. For the periods prior to the Up-C Transaction, RMR LLC was a single member limited liability company, and it was generally disregarded for federal and most state income tax purposes. For the periods prior to the Up-C Transaction the sole member of RMR LLC was ABP Trust. ABP Trust elected to be treated as an S corporation for income tax purposes and is generally not subject to federal and most state income taxes. RMR LLC and ABP Trust, however, are subject to certain state income taxes. In states where RMR LLC incurs income taxes, it may be subject to audit for tax years ending September 30, 2012 through its most recent filings. For the period October 1, 2014 to June 5, 2015, and the fiscal year ended September 30, 2014 , RMR LLC had a provision for income tax expense of $4 and $280 , respectively. For the periods prior to the Up-C Transaction, RMR Advisors elected to be treated as an S corporation for income tax purposes and was also generally not subject to federal and most state income taxes. RMR Advisors was, however, subject to certain state income taxes notwithstanding its S corporation status. RMR Advisors may be subject to audit for tax years ending September 30, 2012 through its most recent filings. For the period ended June 4, 2015 and the fiscal year ended September 30, 2014 , RMR Advisors had no provision for income tax expense. For the periods prior to the Up-C Transaction, RMR Intl was a partnership for U.S. income tax purposes and was not subject to federal and state income tax. RMR Intl conducted business in Australia through a foreign entity that was subject to Australian income tax. RMR Intl, and its foreign subsidiary, may be subject to audit for tax years ending September 30, 2014 through its most recent filings. For the period ended June 4, 2015 and the fiscal year ended September 30, 2014 , RMR Intl had no provision for foreign income taxes because RMR Intl has certain offsetting tax losses related to contract termination fees and other business start‑up costs. We have determined that it is likely that RMR Intl may not realize the benefit of its remaining deferred tax assets and, therefore, we maintain a full valuation allowance against our deferred tax assets related to RMR Intl. As of September 30, 2016 and 2015 , we had a net deferred tax asset of $45,819 and $46,614 , respectively, which is primarily a result of the Up-C Transaction. For further information about the Up-C Transaction, please refer to Note 6, Related Person Transactions below. The components of the deferred tax assets as of September 30, 2016 , 2015 and 2014 are as follows: September 30, 2016 2015 2014 Deferred tax assets: Termination fee $ 190 $ 190 $ 286 Organization costs 16 16 23 Outside basis difference 45,819 46,614 — Total deferred tax assets 46,025 46,820 309 Valuation allowance (206 ) (206 ) (309 ) Total deferred tax assets $ 45,819 $ 46,614 $ — ASC 740, Income Taxes , provides a model for how a company should recognize, measure and present in its financial statements uncertain tax positions that have been taken or are expected to be taken with respect to all open years and in all significant jurisdictions. Pursuant to this topic, we recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50.0% likely to be realized upon settlement. As of September 30, 2016 , 2015 and 2014 , we have no uncertain tax positions. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments Fair Value of Financial Instruments | 12 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of September 30, 2016 and 2015 , the fair values of our financial instruments, which include cash and cash equivalents, amounts due from our Client Companies (reported on our balance sheet as due from related parties) and accounts payable, accrued expenses and deposits, were not materially different from their carrying values due to the short term nature of these financial instruments. Recurring Fair Value Measures On a recurring basis we measure certain financial assets and financial liabilities at fair value based upon quoted market prices. ASC 820, Fair Value Measurements , establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1), and the lowest priority to unobservable inputs (Level 3). A financial asset’s or financial liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following are our assets and liabilities that all have been measured at fair value using Level 1 inputs in the fair value hierarchy as of September 30, 2016 and 2015 : September 30, 2016 2015 Money market funds included in cash and cash equivalents $ 57,741 $ 33,241 Current portion of due from related parties related to share based payment awards 4,977 4,267 Long term portion of due from related parties related to share based payment awards 7,754 6,446 Current portion of accounts payable, accrued expenses and deposits related to share based payment awards 4,977 4,267 Long term portion of employer compensation liability related to share based payment awards 7,754 6,446 Level 3 Estimate Contingent consideration liabilities are re-measured to fair value each reporting period using updated probabilities of payment. Projected contingent payment amounts are discounted back to the current period using a discounted cash flow model. Increases or decreases in probabilities of payment may result in significant changes in the fair value measurements. As described in Note 17, Acquisition Activity , in August 2016 we acquired the Tremont business for total cash consideration of $2,466 , plus a potential obligation to pay up to an additional $1,270 over a two year period following the acquisition date based on a portion of the payments that we receive from a specified part of the historical Tremont business. The contingent consideration was measured at fair value using an income approach valuation technique, specifically with probability weighted and discounted cash flows. There was no change in our valuation of the fair value of the contingent consideration from acquisition date through September 30, 2016. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Person Transactions Our Founders are the beneficial owners of ABP Trust, which for the periods prior to June 5, 2015 was the sole owner of RMR LLC. ABP Trust owns all of RMR Inc.’s outstanding Class B-1 and Class B-2 Common Shares, 90,564 Class A Common Shares and 15,000,000 Class A Units of RMR LLC. In addition to their beneficial ownership of the shares of RMR Inc. and units of RMR LLC owned by ABP Trust, as of September 30, 2016 , Adam Portnoy and Barry Portnoy owned 20,438 and 29,783 Class A Common Shares, respectively. Our Founders are directors and officers of RMR Inc. and officers of RMR LLC. For the periods prior to June 5, 2015, our Founders also were the owners of RMR Advisors and RMR Intl. For the periods presented, our Founders are directors of AIC and the owners and directors of Sonesta. Since we distributed our interest in AIC to ABP Trust in anticipation of the Up-C Transaction, ABP Trust has owned 14.3% of AIC. Barry M. Portnoy is a managing director of Five Star and of TA. Gerard M. Martin, who served as a director of RMR LLC prior to the Up-C Transaction, is a managing director of Five Star. Our Founders are also managing trustees of each of the Managed REITs. The Managed REITs and AIC have no employees and no offices separate from RMR LLC. RMR LLC provides or arranges for all of the personnel, overhead and services required for the operation of the Managed REITs and AIC pursuant to management agreements with them. All of the officers of the Managed REITs and AIC are officers or employees of RMR LLC. RIF has no employees and no office separate from RMR Advisors. All of the officers, overhead and required office space of RIF are provided or arranged by RMR Advisors and some of these officers also serve as RMR LLC officers. Some of our executive officers are also directors or trustees of certain of our Client Companies and executive officers of the Managed Operators. David J. Hegarty, who served as a director of RMR LLC prior to the Up-C Transaction, is the president and chief operating officer of SNH. Until March 25, 2014, our Founders were the managing trustees of EQC, and, until May 23, 2014, Adam D. Portnoy was the President of EQC. RMR LLC provided business and property management services for EQC until September 30, 2014 and thereafter provided certain transition management services for EQC through February 28, 2015 pursuant to a termination and cooperation agreement between RMR LLC and EQC dated as of September 30, 2014. Pursuant to the termination and cooperation agreement, RMR Intl's Australian subsidiary continued to provide certain services for EQC in Australia until October 31, 2015, the effective date of the termination of this arrangement. We consider that EQC ceased to be our related party on March 25, 2014; however, the full amount of fees earned from EQC for the periods presented are included in this Note. Revenues from Related Parties. For the fiscal years ended September 30, 2016 , 2015 and 2014 , we recognized revenues from related parties as set forth in the following table: For the Fiscal Years Ended September 30, 2016 2015 2014 $ % $ % $ % Managed REITs: GOV $ 31,919 12.0 % $ 28,981 15.0 % $ 27,287 9.6 % HPT 101,715 38.1 % 40,887 21.2 % 43,730 15.3 % SIR 42,540 15.9 % 32,260 16.7 % 19,784 6.9 % SNH 58,401 21.9 % 53,213 27.6 % 44,472 15.6 % 234,575 87.9 % 155,341 80.5 % 135,273 47.4 % Managed Operators: Five Star 9,406 3.5 % 9,169 4.7 % 12,749 4.5 % Sonesta 2,020 0.8 % 1,848 1.0 % 1,501 0.5 % TA 14,936 5.6 % 14,286 7.4 % 12,671 4.4 % 26,362 9.9 % 25,303 13.1 % 26,921 9.4 % Other: AIC 240 0.1 % 247 0.1 % 337 0.1 % RIF 2,370 0.9 % 2,380 1.2 % 2,244 0.8 % ABP Trust 3,031 1.1 % 3,385 1.8 % 3,764 1.3 % 5,641 2.1 % 6,012 3.1 % 6,345 2.2 % Other unrelated parties 362 0.1 % 6,280 3.3 % 116,507 41.0 % $ 266,940 100.0 % $ 192,936 100.0 % $ 285,046 100.0 % On December 31, 2015, RMR LLC earned a $62,263 incentive business management fee from HPT pursuant to our business management agreement with HPT. Pursuant to the RMR LLC Operating Agreement, ABP Trust was entitled to receive a pro rata share of any incentive business management fee earned by RMR LLC for the 2015 calendar year based on the number of days in 2015 to June 5, 2015, the effective date of the Up-C Transaction; the pro rata portion of the $62,263 incentive fee allocated solely to ABP Trust was $26,611 . In January 2016, HPT paid RMR LLC this $62,263 incentive fee and RMR LLC paid ABP Trust $26,611 . Investments in Managed REITs, EQC and RIF For the period January 1, 2014 until June 5, 2015, we were paid a part of our base business management fees from the Managed REITs in common shares of the respective REIT. After June 5, 2015, our base business management fees from the Managed REITs were paid entirely in cash. During the fiscal years ended September 30, 2015 and 2014 , we received shares for such fees as follows: During the Fiscal Year Ended September 30, 2015 2014 No. of No. of REIT Shares Value Shares Value GOV 30,276 $ 692 27,103 $ 672 HPT 84,810 2,605 86,969 2,474 SIR 39,927 982 23,136 668 SNH 103,265 2,285 85,986 1,978 EQC — — 90,135 2,354 $ 6,564 $ 8,146 We did not earn an incentive business management fee from the Managed REITs during the period ended September 30, 2015 . All of the incentive business management fees we earned from the Managed REITs during the period ended September 30, 2014 were paid in Managed REIT common shares. During the fiscal year ended September 30, 2014 , we received 105,536 common shares of HPT (valued at $2,772 ) and 32,865 common shares of SIR (valued at $891 ) as incentive business management fees. All of these shares, except the shares of SIR, were transferred to our Founders on or about the dates of their issuance at their respective market values. We also owned 500,000 common shares of SIR, which we acquired in July 2014 for a cash purchase price of $16,018 and distributed to our Founders prior to the Up‑C Transaction. Cash dividends that we received on the shares of the Managed REITs and EQC which we owned during the periods presented totaled $1,237 and $380 for the fiscal years ended September 30, 2015 , and 2014 , respectively, and are reported as interest and other income in our consolidated statements of comprehensive income. All of the shares of the Managed REITs owned by RMR LLC were distributed by RMR LLC to ABP Trust prior to the Up-C Transaction and, accordingly, we did not own shares of the Managed REITs during the fiscal year ended September 30, 2016 . We also historically owned shares of RIF, for which our quarterly dividend distributions were reinvested in purchasing additional RIF shares. For the fiscal years ended September 30, 2015 , and 2014 , we purchased 1,068 and 2,223 shares, respectively, for $22 , and $41 , respectively, pursuant to this dividend reinvestment program. All of the shares of RIF owned by RMR LLC were distributed by RMR LLC to ABP Trust prior to the Up-C Transaction and, accordingly, we did not own shares of RIF during the fiscal year ended September 30, 2016 . Investment in AIC AIC was formed in 2008 and provides a combined property insurance program for companies that we manage. Until May 9, 2014, RMR LLC, the Managed REITs, Five Star, TA and EQC each owned 12.5% of AIC. On May 9, 2014, pursuant to the terms of a shareholders agreement, each of the shareholders of AIC other than EQC purchased a pro rata amount of EQC’s ownership of AIC for $825 (total purchase price of $5,775 ), and thereafter RMR LLC, the Managed REITs, Five Star and TA each owned 14.3% of AIC. As of November 14, 2016, ABP Trust and our Founders together owned 36.8% of the outstanding common stock of Five Star. RMR LLC distributed its ownership of AIC to ABP Trust prior to the Up‑C Transaction. As of September 30, 2014 , the book value of our ownership of AIC was $6,796 and the historical cost basis of our ownership of AIC was $6,034 . For the fiscal years ended September 30, 2015 , and 2014 , the earnings of AIC attributable to us were $115 and $160 , respectively. We provide management services to AIC. For the fiscal years ended September 30, 2016 , 2015 and 2014 , our management fees earned from AIC were $240 , $247 and $337 , respectively. We recognized unrealized gains of $35 , and $24 related to investments in available for sale securities owned by AIC in the fiscal years ended September 30, 2015 , and 2014 , respectively. Amounts due from related parties The following table represents amounts due from related parties as of the dates listed: As of September 30, 2016 2015 Managed REITs: GOV $ 6,165 $ 3,506 HPT 7,800 6,990 SIR 7,190 4,741 SNH 9,733 6,853 30,888 22,090 Managed Operators: Five Star 291 1,361 Sonesta 5 16 TA 711 821 1,007 2,198 Other Client Companies: AIC 21 22 RIF 17 — ABP Trust 683 122 721 144 $ 32,616 $ 24,432 The non‑cash distribution to ABP Trust prior to the Up‑C Transaction included $28,306 of amounts due from related parties as of that date. As noted above, EQC ceased to be a related party to us as of March 25, 2014. There were no amounts due to us from EQC as of September 30, 2016 and 2015, respectively. Leases As of September 30, 2016 , we leased from ABP Trust and certain Managed REITs office space for use as our headquarters and local offices under 22 different leases. During the fiscal years ended September 30, 2016 , 2015 and 2014 , we incurred rental expense under related party leases aggregating $4,213 , $4,120 and $3,866 , respectively. Our related party leases have various termination dates and many have renewal options. Some of our related party leases are terminable on 30 days’ notice and many allow us to terminate early if our management agreements for the buildings in which we lease space are terminated. In addition to the related party leases described in the preceding paragraph, we leased office space from EQC during the fiscal year ended September 30, 2014 . During the fiscal year ended September 30, 2014 , we incurred rental expense under the EQC leases aggregating approximately $618 . The Up‑C Transaction. On June 5, 2015, we were a party to a transaction with ABP Trust and the Managed REITs, or the Up‑C Transaction. In anticipation of the Up‑C Transaction, the Members and RMR LLC transferred certain assets and made certain adjustments to their businesses as follows: (i) our Founders contributed their 100.0% ownership of RMR Advisors and RMR Intl to ABP Trust, and ABP Trust contributed these ownership interests to RMR LLC; (ii) all of the shares of the Managed REITs, RIF and AIC owned by RMR LLC were distributed by RMR LLC to ABP Trust; (iii) certain cash and cash equivalents, including cash that had been paid or contributed to RMR LLC by ABP Trust in 2014, were distributed to ABP Trust; (iv) RMR LLC entered into a new business management agreement and an amended property management agreement with ABP Trust and an amended business management agreement with Sonesta; (v) in connection with these new and amended management agreements, certain employees of RMR LLC and personal property (including property used by the transferred employees) which RMR LLC determined would not be required for its continuing business were transferred to ABP Trust and sold to Sonesta for proceeds of $1,335 ; and (vi) all intercompany advances between ABP Trust and RMR LLC were settled in cash in advance of the Up‑C Transaction. In the Up‑C Transaction: (a) ABP Trust contributed $11,520 in cash to RMR Inc. which RMR Inc. subsequently contributed to RMR LLC; (b) GOV contributed 700,000 of its common shares and $3,917 in cash to RMR Inc., HPT contributed 1,490,000 of its common shares and $12,622 in cash to RMR Inc., SIR contributed 880,000 of its common shares and $15,880 in cash to RMR Inc. and SNH contributed 2,345,000 of its common shares and $13,967 in cash to RMR Inc.; (c) RMR Inc. issued 1,000,000 Class B‑1 Common Shares and 15,000,000 Class B‑2 Common Shares to ABP Trust; (d) RMR Inc. issued 1,541,201 Class A Common Shares to GOV, 5,019,121 Class A Common Shares to HPT, 3,166,891 Class A Common Shares to SIR and 5,272,787 Class A Common Shares to SNH; (e) ABP Trust delivered to RMR Inc. 15,000,000 of the 30,000,000 Class A Units of RMR LLC it then owned; and (f) RMR Inc. delivered to ABP Trust the shares and cash which had been contributed to RMR Inc. by the Managed REITs. Pursuant to the transaction agreements, the Managed REITs agreed to distribute approximately half of our Class A Common Shares they acquired in the Up‑C Transaction to their respective shareholders as a special distribution, and we agreed to facilitate this distribution by filing a registration statement with the Securities and Exchange Commission, or SEC, to register those Class A Common Shares to be distributed and by seeking a listing of those shares on a national stock exchange. During the period June 5 to September 30, 2015 , RMR LLC incurred $5,454 of general and administrative expenses related to the Up‑C Transaction. As part of the Up‑C Transaction and concurrently with entering into the transaction agreements, on June 5, 2015, the following additional agreements were entered into: • Amendment and Restatement of Managed REIT Management Agreements. RMR LLC and each of the Managed REITs entered into an amended and restated business management agreement and an amended and restated property management agreement, which amended and restated their preexisting business and property management agreements and extended them for renewing 20 year terms. • ABP Trust Registration Rights Agreements . RMR Inc. entered into a registration rights agreement with ABP Trust pursuant to which ABP Trust received demand and piggyback registration rights, subject to certain limitations, covering the Class A Common Shares, including the shares received on conversion of Class B-1 Common Shares or redemption of the paired Class B-2 Common Shares and Class A Units of RMR LLC. • Managed REIT Registration Rights Agreements . RMR Inc. entered into a registration rights agreement with each Managed REIT covering the Class A Common Shares that it received in the Up-C Transaction, pursuant to which the Managed REIT received demand and piggyback registration rights, subject to certain limitations. • Founders Registration Rights and Lock-Up Agreements . Our Founders and ABP Trust entered into a Registration Rights and Lock-Up Agreement with each Managed REIT with respect to each Managed REITs' common shares pursuant to which ABP Trust and our Founders each agreed not to transfer the Managed REITs' common shares acquired in the Up-C Transaction for a period of ten years , subject to certain exceptions, and ABP Trust and our Founders received demand and piggyback registration rights from the Managed REITs, subject to certain limitations. • Tax Receivable Agreement. RMR Inc. and RMR LLC entered into a tax receivable agreement with ABP Trust that provides for the payment by RMR Inc. to ABP Trust of 85.0% of the amount of cash savings, if any, in U.S. federal, state and local income or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to RMR Inc.'s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by RMR Inc. as a result of the tax receivable agreement. As a result of the Up‑C Transaction, RMR LLC became a subsidiary of RMR Inc., RMR Inc. became the Managing Member of RMR LLC and each Managed REIT became the owner of more than 5.0% of the outstanding Class A Common Shares of RMR Inc. In the Up‑C Transaction, the Managed REITs contributed cash and shares of the Managed REITs with a combined value of $167,764 to RMR Inc. For accounting purposes, these common shares were valued at the NYSE trading closing price of these shares on the date of the Up‑C Transaction, or $121,378 . In addition, for purposes of GAAP, we concluded that the consideration received from the Managed REITs for our Class A Common Shares represented a discount to the fair value of RMR Inc.’s Class A Common Shares. As a result, we recorded $193,806 in other assets under ASC 605‑50, Consideration Given to a Customer . The consideration received from the Managed REITs was allocated to the 15,000,000 Class A Common Shares and the 20 year management agreements under the relative selling price method in accordance with ASC 605‑25, Multiple Element Arrangements , using our best estimate of selling price for each of the deliverables. The other assets of $193,806 is being amortized against revenue recognized related to the management agreements with the Managed REITs using the straight line method through the period ended December 31, 2035. For the fiscal years ended September 30, 2016 and 2015 , we reduced revenue $9,416 and $2,999 , respectively, related to the amortization of these other assets. As of September 30, 2016 , the remaining amount of these other assets to be amortized was $181,391 . We recorded the estimated tax benefits related to the increase in tax basis and imputed interest as a result of the purchase of the 15,000,000 Class A Units of RMR LLC described above as a deferred tax asset in the consolidated financial statements. The Tax Receivable Agreement resulted in an aggregate $65,834 of amounts payable. The amounts we recorded for our obligations under the Tax Receivable Agreement related to the purchase of the 15,000,000 Class A Units are estimates. Future redemptions of RMR LLC’s Class A Units, if and when they occur, will be accounted for in a similar manner. The term of the Tax Receivable Agreement commenced on June 5, 2015 and will continue until all such tax benefits have been utilized or expired, unless the Tax Receivable Agreement is terminated upon a change of control or upon certain breaches of the agreement that we fail to cure in accordance with the terms of the agreement. During the fiscal year ended September 30, 2016 , we paid $905 to ABP Trust pursuant to the Tax Receivable Agreement. As of September 30, 2016 , our consolidated balance sheet reflects a liability related to the tax receivable agreement of $64,929 . Under the RMR LLC Operating Agreement, RMR LLC is also required to make certain pro rata distributions to each member of RMR LLC quarterly on the basis of the assumed tax liabilities of its members. For the fiscal year ended September 30, 2016 , pursuant to the RMR LLC Operating Agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $63,095 , of which $32,562 was distributed to us and $30,533 was distributed to ABP Trust, based on each membership unit holder’s respective ownership percentage. The $32,562 distributed to us was eliminated in our consolidated financial statements, and the $30,533 distributed to ABP Trust was recorded as a reduction of its noncontrolling interest. We used funds from this distribution for payment of certain U.S. federal and state income tax liabilities. We also expect to use funds from this distribution to pay our obligations under the Tax Receivable Agreement. Distribution and Ownership of Our Class A Shares On December 14, 2015, each of GOV, HPT, SIR and SNH completed the pro rata distribution to holders of record of its common shares on November 27, 2015, of 768,032 , 2,515,344 , 1,580,055 and 2,635,379 Class A Common Shares, respectively. As a shareholder of SIR, GOV received 441,056 Class A Common Shares in this distribution. As a shareholder of each of the Managed REITs, ABP Trust received 90,564 Class A Common Shares in this distribution. In addition to their beneficial ownership of the Class A Common Shares received by ABP Trust in this distribution, Adam Portnoy and Barry Portnoy also received 9,938 and 19,283 Class A Common Shares, respectively, in this distribution. As of September 30, 2016 , GOV, HPT, SIR and SNH owned 1,214,225 , 2,503,777 , 1,586,836 and 2,637,408 Class A Common Shares, respectively. Tender Offer for Shares of Five Star by Certain Related Persons On November 11, 2016, a subsidiary of ABP Trust, ABP Acquisition LLC, purchased 17,999,999 shares of Five Star common stock at $3.00 per share pursuant to a public tender offer. Following this purchase, our Founders, ABP Trust and ABP Acquisition LLC collectively own 18,339,621 shares of Five Star common stock, or approximately 36.8% of Five Star’s outstanding common stock as of such date. ABP Acquisition LLC, ABP Trust and our Founders obtained conditional consents from Five Star of certain ownership limitations under Five Star’s organizational documents, and consents were obtained from SNH under its leases, management or other agreements with Five Star and from Five Star’s lenders under Five Star’s revolving credit agreement to permit ABP Acquisition LLC’s purchase of the Five Star common stock in the tender offer. In connection with ABP Acquisition LLC’s purchase of the Five Star common stock, ABP Trust, ABP Acquisition LLC and our Founders also entered into a consent, standstill, registration rights and lock-up agreement with Five Star pursuant to which ABP Trust, ABP Acquisition LLC and our Founders each agreed not to transfer, except for certain permitted transfers as provided therein, any shares of Five Star common stock acquired after October 2, 2016, including shares acquired in the tender offer but not including shares issued to Barry M. Portnoy or Adam D. Portnoy under a Five Star equity compensation plan, for a lock-up period of up to ten years. They also each agreed, for a period of ten years, not to engage, and to cause their controlled affiliates (a term which includes us and our subsidiaries) not to engage, in certain activities involving Five Star without the approval of the Five Star board of directors, including not to make or seek to effect any tender or exchange offer, merger or other business combination, or extraordinary transaction involving Five Star or a sale of all or a substantial portion of Five Star’s consolidated assets or solicit proxies to vote any voting securities of Five Star or encourage others to take any of the restricted activities. This consent, standstill, registration rights and lock-up agreement also provides ABP Trust, ABP Acquisition LLC and our Founders with certain demand and piggy-back registration rights with respect to certain shares of Five Star common stock, at any time after the lock-up period described above, subject to specified terms and conditions. Other The Managed REITs and Managed Operators award grants of common shares directly to certain of our officers and employees in connection with the provision of management services to those companies. For a description of the accounting implications to us of these share awards, please see Note 2, Summary of Significant Accounting Policies . The compensation of senior executives of the Managed Operators, who are also employees or officers of RMR LLC, is the sole responsibility of the party to or on behalf of which the individual renders services. In the past, because at least 80.0% of each of these executives' business time was devoted to services to the Managed Operator, 80.0% of their total cash compensation was paid by the Managed Operator and the remainder was paid by RMR LLC. We participate in a combined directors’ and officers’ liability insurance policy for primary coverage, including errors and omissions coverage, with companies to which we provide management services. We paid premiums of $176 , $152 and $147 for this coverage for the policy years ending September 30, 2016 , 2015 and 2014 , respectively. We paid a premium of $202 for this coverage for the policy year ending September 30, 2017. In September 2016, we participated in a one year extension of this combined directors’ and officers’ insurance policy through September 2018. Our premium for this policy extension was approximately $111 . For the period October 1, 2013 through June 5, 2015, amounts were periodically advanced and repaid between ABP Trust and its then 100.0% owned subsidiary RMR LLC. These advances were due on demand without interest. Since June 5, 2015, no advances have been made or were outstanding between ABP Trust and RMR LLC. During the period October 1, 2013 through June 5, 2015, our Founders periodically made loans for working capital to RMR LLC, which loans were due on demand and accrued interest at the minimum monthly adjustable federal rate required for tax reporting. Since June 5, 2015 no such loans have been made by our Founders to RMR LLC or were outstanding. Loans for $57,000 made by our Founders to RMR LLC were outstanding for limited periods during the fiscal year ended September 30, 2014 ; and interest on these loans of $144 was paid to our Founders during the fiscal year ended September 30, 2014 . Relationships Between Client Companies Several of our Client Companies have material historical and ongoing relationships with other Client Companies. As of September 30, 2016 : HPT owned 8.8% of the outstanding common shares of TA; SNH owned 8.6% of the outstanding common stock of Five Star; GOV owned 27.9% of the outstanding common shares of SIR; and each of ABP Trust, the Managed REITs, Five Star and TA owned 14.3% of AIC. HPT is TA’s principal landlord and TA is HPT’s largest tenant, operating travel center locations owned by HPT pursuant to long term leases. SNH is Five Star’s principal landlord and Five Star is SNH’s largest tenant and manager of senior living communities, operating senior living communities owned by SNH pursuant to long term agreements. Sonesta managed 33 of HPT’s U.S. hotels pursuant to long term management agreements. Several of the independent trustees and independent directors of our publicly owned Client Companies also serve as independent trustees or independent directors of other publicly owned Client Companies. |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Shareholders’ Equity | Shareholders’ Equity Common Shares RMR Inc.’s authorized capital stock consists of 31,600,000 shares of Class A Common Shares, 1,000,000 Class B‑1 Common Shares and 15,000,000 Class B‑2 Common Shares. Class A Common Shares —In the Up‑C Transaction, the Managed REITs contributed cash and equity interests in the Managed REITs with a combined fair value of $167,764 and received 15,000,000 shares of RMR Inc.’s Class A Common Shares. We recorded an increase of $15 to the par value of Class A Common Shares and $361,570 to additional paid in capital. The increase in the par value and additional paid in capital represents the combination of the cash, the fair value of the Managed REITs’ shares and the additional consideration received from the Managed REITs as described above in Note 6, Related Person Transactions . Class A Common Shares entitle holders to one vote for each share held of record on all matters submitted to a vote of shareholders. The additional authorized 600,000 Class A Common Shares represent the shares reserved for issuance under our 2016 Omnibus Equity Plan, or our 2016 Plan. Class B‑1 Common Shares —In the Up‑C Transaction, ABP Trust contributed $11,520 in cash to RMR Inc. and RMR Inc. issued the 1,000,000 Class B‑1 Common Shares to ABP Trust. We recorded an increase of $1 to the par value of Class B‑1 Common Shares and $11,519 to additional paid in capital. Class B‑1 Common Shares entitle holders to ten votes for each share on all matters submitted to a vote of shareholders. Each Class B‑1 Common Share may, at the option of its holder, be converted into a Class A Common Share, on a one for one basis. Class B‑2 Common Shares —In the Up‑C Transaction, we issued 15,000,000 Class B‑2 Common Shares to ABP Trust, which are paired with the 15,000,000 RMR LLC Class A Units owned by ABP Trust and have no independent economic interest in RMR Inc. We paid $167,764 to ABP Trust in exchange for 15,000,000 Class A Units of RMR LLC and recognized a deemed distribution of $165,796 as a result of recording the 15,000,000 RMR LLC Class A Units at ABP Trust’s carrying value because this transaction was considered to be between entities under common control. The deemed distribution represents the consideration of $167,764 , the issuance of the Class B‑2 Common Shares ( $15 of par value) less the historical basis of $1,983 in the portion of RMR LLC sold to RMR Inc. Class B‑2 Common Shares are entitled to ten votes for each share on all matters submitted to a vote of shareholders. The Class A Units may, at the option of the holder, be redeemed for Class A Common Shares on a one to one basis, and upon such redemption our Class B‑2 Common Shares that are paired with the Class A Units are automatically cancelled. RMR Inc. has the option to settle the redemption in cash. Holders of our Class A Common Shares, Class B‑1 Common Shares and Class B‑2 Common Shares vote together as a single class on all matters submitted to a vote of our common shareholders except as required by law and except for amendments to our charter that materially and adversely affect a single class of common shares, in which case, the affected class of shares shall have the right to vote separately on such amendments. Issuances On March 9, 2016 , under our 2016 Plan, we granted 2,500 of our Class A Common Shares valued at $23.27 per share, the closing price of our Class A Common Shares on the Nasdaq Stock Market LLC, or Nasdaq, on that day, to each of our then three Independent Directors as part of their annual compensation. These Class A Common Shares awarded to our Independent Directors vested immediately. In connection with the grant of Class A Common Shares to our Independent Directors, and as required by the RMR LLC Operating Agreement, RMR LLC concurrently issued 7,500 Class A Units to RMR Inc. On September 15, 2016 , pursuant to our 2016 Plan, we granted an aggregate of 77,200 of our Class A Common Shares valued at $37.84 per share, the closing price of our Class A Common Shares on the Nasdaq on that day, to our Managing Directors and certain of our officers and employees. The 2,500 Class A Common Shares granted to each of our Managing Directors in their capacities as Managing Directors vested immediately and the 72,200 Class A Common Shares awarded to our officers and employees (including the Class A Common Shares granted to our Managing Directors in their capacities as our officers and employees) vest in five equal annual installments beginning on the date of the grant. In connection with the grant of Class A Common Shares to our Managing Directors and our officers and employees, and as required by the RMR LLC Operating Agreement, RMR LLC concurrently issued 77,200 Class A Units to RMR Inc. The value of the shares granted to our Managing Directors and Independent Directors are included in general and administrative expense in our consolidated financial statements. Shares granted to our officers and employees are included in compensation and benefits expense in our consolidated financial statements. In the fiscal year ended September 30, 2016 , officers and employees who were recipients of our share awards were permitted to elect to have us withhold the number of their then vesting common shares with a fair market value sufficient to fund the minimum required tax withholding obligations with respect to their vesting share awards in satisfaction of those tax withholding obligations. In September 2016, we acquired through this share withholding process 2,268 Class A Common Shares with an aggregate value of $91 , which is reflected as a decrease to shareholders' equity in our consolidated balance sheets. In connection with the acquisition of 2,268 Class A Common Shares, and as required by the RMR LLC Operating Agreement, RMR LLC concurrently acquired 2,268 Class A Units from RMR Inc. A summary of shares granted and vested under the terms of our 2016 Plan for the year ended September 30, 2016, is as follows: Weighted Average Grant Date Number of shares Fair Value Unvested shares, beginning of year — $ — Shares granted 84,700 36.55 Shares repurchased (2,268 ) 40.25 Shares vested, net of shares repurchased (24,672 ) 33.41 Unvested shares, end of year 57,760 $ 37.84 The 57,760 unvested shares as of September 30, 2016 are scheduled to vest in annual installments of 14,440 shares in each of fiscal 2017, 2018, 2019 and 2020. As of September 30, 2016 , the estimated future compensation expense for the unvested shares was $2,186 based on grant date fair value of these shares. The weighted average period over which this compensation expense will be recorded is approximately 24 months . During the fiscal year ended September 30, 2016 , we recorded general and administrative expenses of $364 and compensation and benefits expenses of $569 related to awards we made under our 2016 Plan. At September 30, 2016 , 517,568 of our common shares remained available for issuance under our 2016 Plan. Distributions On December 15, 2015 , we paid a dividend on our Class A Common Shares and Class B-1 Common Shares, in the amount of $0.5260 per Class A Common Share and Class B-1 Common Share, or $8,416 . This dividend was paid to our shareholders of record as of the close of business on November 25, 2015 , which included the Managed REITs and ABP Trust. The amount of this dividend was calculated as $0.25 per share per quarter pro rata for the period June 5, 2015 to December 14, 2015. This dividend was funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.5260 per unit, or $16,306 , of which $8,416 was distributed to us based on our then aggregate ownership of 16,000,000 membership units of RMR LLC and $7,890 was distributed to ABP Trust based on its ownership of 15,000,000 membership units of RMR LLC. On May 19, 2016 , we paid a dividend on our Class A Common Shares and Class B-1 Common Shares, in the amount of $0.2993 per Class A Common Share and Class B-1 Common Share, or $4,791 . This dividend was paid to our shareholders of record as of the close of business on April 25, 2016 . The amount of this dividend was calculated as $0.25 per share for the quarter ended March 31, 2016, plus a pro rata dividend in respect of the period from December 14, 2015 through and including December 31, 2015. This dividend was funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.2993 per unit, or $9,280 , of which $4,791 was distributed to us based on our then aggregate ownership of 16,007,500 membership units of RMR LLC and $4,489 was distributed to ABP Trust based on its ownership of 15,000,000 membership units of RMR LLC. On August 18, 2016 , we paid a dividend on our Class A Common Shares and Class B-1 Common Shares, in the amount of $0.25 per Class A Common Share and Class B-1 Common Share, or $4,002 . This dividend was paid to our shareholders of record as of the close of business on July 22, 2016 . The amount of this dividend was calculated as $0.25 per share for the quarter ended June 30, 2016. This dividend was funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.25 per unit, or $7,752 , of which $4,002 was distributed to us based on our then aggregate ownership of 16,007,500 membership units of RMR LLC and $3,750 was distributed to ABP Trust based on its ownership of 15,000,000 membership units of RMR LLC. On November 17, 2016 , we paid a dividend on our Class A Common Shares and Class B-1 Common Shares, in the amount of $0.25 per Class A Common Share and Class B-1 Common Share, or $4,021 . This dividend was paid to our shareholders of record as of the close of business on October 21, 2016 . The amount of this dividend was calculated as $0.25 per share for the quarter ended September 30, 2016. This dividend was funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.25 per unit, or $7,771 , of which $4,021 was distributed to us based on our aggregate ownership of 16,082,432 membership units of RMR LLC and $3,750 was distributed to ABP Trust based on its ownership of 15,000,000 membership units of RMR LLC. |
Per Common Share Amounts
Per Common Share Amounts | 12 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Per Common Share Amounts Earnings per common share reflects net income attributable to RMR Inc. divided by our weighted average common shares outstanding. Basic and diluted weighted average common shares outstanding represents our 15,082,432 Class A Common Shares and our 1,000,000 Class B‑1 Common Shares. Our Class B‑2 Common Shares, which are paired with ABP Trust’s Class A Units, have no independent economic interest in RMR Inc. The 15,000,000 Class A Units that we do not own may be redeemed for our Class A Common Shares on a one for one basis, or upon such redemption, we may elect to pay cash instead of issuing Class A Common Shares. Upon redemption of a Class A Unit, our Class B‑2 Common Share “paired” with such unit is cancelled for no additional consideration. If all outstanding Class A Units were redeemed for our Class A Common Shares in the periods presented our Class A Common Shares outstanding would have been 31,082,432 . In computing the dilutive effect, if any, that the aforementioned redemption would have on earnings per share, we considered that net income available to holders of our Class A Common Shares would increase due to elimination of the noncontrolling interest (including any tax impact). For the period presented, such redemption is not reflected in diluted earnings per share as the assumed redemption would be anti‑dilutive. |
Net Income Attributable to RMR
Net Income Attributable to RMR Inc. | 12 Months Ended |
Sep. 30, 2016 | |
Net Income Attributable to RMR Inc. | |
Net Income Attributable to RMR Inc. | Net Income Attributable to RMR Inc. Net income attributable to RMR Inc. for the years ended September 30, 2016 and 2015 , is derived as follows: Year Ended September 30, 2016 2015 Income before income tax expense and equity in earnings of investee $ 146,934 $ 82,154 Add: RMR Inc. franchise tax expense and interest income 589 147 Add: equity in earnings of investee — 115 Less: incentive fee allocable to ABP Trust (26,611 ) — Less: net income attributable to ABP Trust before June 5, 2015 — (58,580 ) Net income before non-controlling interest 120,912 23,836 Less: non-controlling interest (58,510 ) (11,538 ) Net income attributable to RMR Inc. before income tax expense 62,402 12,298 Less: income tax expense attributable to RMR Inc. (24,573 ) (4,848 ) Less: RMR Inc. franchise tax expense and interest income (589 ) (147 ) Net income attributable to RMR Inc. $ 37,240 $ 7,303 Net income attributable to the non-controlling interest includes 100.0% of the income earned by RMR LLC prior to the Up-C Transaction, when RMR LLC was 100.0% owned by ABP Trust. |
Cumulative Other Comprehensive
Cumulative Other Comprehensive Income (Loss) | 12 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Cumulative Other Comprehensive Income (Loss) | Cumulative Other Comprehensive Income (Loss) The following table presents a roll forward of amounts recognized in cumulative other comprehensive income (loss) by component for the fiscal years ended September 30, 2016 , 2015 and 2014 : Unrealized Equity in Gain (Loss) Unrealized Foreign On Available Gain (Loss) Currency For Sale of An Translation Securities Investee Adjustments Total Balances as of September 30, 2013 $ — $ 32 $ (80 ) $ (48 ) Other comprehensive income (loss) before reclassifications (37 ) 56 (125 ) $ (106 ) Amounts reclassified from cumulative other comprehensive income (loss) to net income (loss) — (32 ) — (32 ) Net current period other comprehensive income (loss) (37 ) 24 (125 ) (138 ) Balances as of September 30, 2014 (37 ) 56 (205 ) (186 ) Other comprehensive income (loss) before reclassifications (54 ) 35 (252 ) (271 ) Net current period other comprehensive income (loss) (54 ) 35 (252 ) (271 ) Reorganization of equity structure — — 646 646 Reductions for securities sold during the period 91 — — 91 Investments distributed to ABP Trust during the period — (91 ) — (91 ) Balances as of September 30, 2015 $ — $ — $ 189 $ 189 Other comprehensive income before reclassifications — — 19 19 Amounts reclassified from cumulative other comprehensive income to net income — — — — Net current period other comprehensive income — — 19 19 Balances as of September 30, 2016 $ — $ — $ 208 $ 208 |
Employee Benefits
Employee Benefits | 12 Months Ended |
Sep. 30, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefits | Employee Benefits We have established a defined contribution savings plan for eligible employees under the provisions of U.S. Internal Revenue Code Section 401(k) whereby we contribute 100.0% of the first 3.0% and 50.0% of the next 2.0% of an employee’s cash compensation contributed to the plan up to stated maximums. All employees are eligible to participate in the plan and are entitled, upon termination or retirement, to receive their vested portion of the plan assets. Employees’ contributions and our related matching contributions are fully vested when made. Our plan contributions and expenses for the fiscal years ended September 30, 2016 , 2015 and 2014 were $1,557 , $1,326 and $2,542 , respectively. |
EQC Termination and Cooperation
EQC Termination and Cooperation Agreement | 12 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
EQC Termination and Cooperation Agreement | EQC Termination and Cooperation Agreement Pursuant to a Termination and Cooperation Agreement dated September 30, 2014, or the Termination and Cooperation Agreement, EQC and RMR LLC terminated RMR LLC’s business and property management agreements with EQC. As a result, we incurred termination expenses associated with the termination of certain employees. Under the terms of the Termination and Cooperation Agreement, RMR LLC agreed to be financially responsible for certain severance payments to our former employees and EQC agreed to pay certain accrued benefits for certain impacted employees. In accordance with ASC 420, Exit or disposal cost obligations , we recorded one time termination benefits expense for impacted employees through September 30, 2014 of $2,330 . We incurred an additional $116 of costs associated with severance and vacation payouts in November 2014, which are reflected in our consolidated financial statements for the fiscal year ended September 30, 2015 . Pursuant to the Termination and Cooperation Agreement, RMR LLC assisted EQC in the transition of EQC’s management and operations through February 28, 2015, and EQC paid RMR LLC $1,200 per month for transition services from October 1, 2014 to February 28, 2015. Also, we continued to provide certain services for EQC in Australia until October 31, 2015 and earned $58 during the fiscal year ended September 30, 2016 for these services. Separation Costs We recognized separation costs for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $1,358 , $116 and $2,330 , respectively, in connection with employment termination costs. |
Commitments
Commitments | 12 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments We lease office space under operating leases. These leases generally contain fixed contractual rent changes and certain of the leases provide for operating expense reimbursements. We recognize rental expense on operating leases that contain fixed contractual rent changes on a straight line basis over the terms of the respective leases. As of September 30, 2016 , we had 33 leases that expire at various dates through 2025. We incurred rental expense for the fiscal years ended September 30, 2016 , 2015 and 2014 of $4,650 , $4,426 and $4,581 , respectively, including non‑cash straight line rent expense of $328 , $48 and $70 , respectively. Rental expense is included in general and administrative expenses in our consolidated statements of comprehensive income. Certain of these leases also provide us with options to extend the respective terms of the leases. The future scheduled minimum lease payments under the terms of these leases as of September 30, 2016 are as follows (per fiscal year ended September 30): 2017 $ 3,957 2018 4,027 2019 3,647 2020 3,227 2021 3,134 Thereafter 12,317 $ 30,309 Some of the foregoing leases are with related parties. As of September 30, 2016 , $26,499 of our future scheduled minimum lease payments are for our principal executive offices, which are leased from an affiliate of ABP Trust pursuant to a ten year lease agreement ending in 2025. For more information about these related party leases, see Note 6, Related Person Transactions , above. . |
Indebtedness
Indebtedness | 12 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Indebtedness | Indebtedness During the fiscal year ended September 30, 2014, RMR LLC had a $2,000 unsecured demand line of credit with RBS Citizens National Association, or Citizens, that accrued interest on outstanding balances, if any, at the prime rate, which was renewed periodically and had no stated maturity. ABP Trust guaranteed the amounts outstanding under this line of credit. There were no borrowings outstanding for the fiscal year ended September 30, 2014, and this line of credit expired in July 2014. During the fiscal years ended September 30, 2015 and 2014 , RMR LLC had unconditionally guaranteed revolving lines of credit to certain subsidiaries of ABP Trust made available by U.S. Bank National Association, or U.S. Bank, and Citizens for up to $57,500 and $36,650 , respectively. As of September 30, 2014, there were no amounts outstanding under these credit facilities. The credit facility with Citizens expired in February 2015. Effective May 1, 2015, RMR LLC’s guarantee of the U.S. Bank credit facility agreement was released. Our financial statements for the fiscal years ended September 30, 2015 and 2014 do not reflect any amounts in connection with these guarantees. As reported in Note 6, Related Person Transactions, above, during the periods prior to June 5, 2015, amounts periodically were advanced and repaid between ABP Trust and its then 100.0% owned subsidiary RMR LLC, and our Founders periodically made loans for working capital to RMR LLC. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We have one reportable business segment, which is RMR LLC. In the table below, All Other Operations includes the operations of RMR Inc., RMR Advisors, Tremont Advisors and RMR Intl. Fiscal Year Ended September 30, 2016 All Other Revenues RMR LLC (1) Operations Total Management services $ 226,602 $ 58 $ 226,660 Reimbursable payroll and related costs 37,660 — 37,660 Advisory services — 2,620 2,620 Total revenues 264,262 2,678 266,940 Expenses Compensation and benefits 90,872 1,113 91,985 Separation costs 1,358 — 1,358 General and administrative 23,678 1,451 25,129 Depreciation and amortization 1,703 65 1,768 Total expenses 117,611 2,629 120,240 Operating income 146,651 49 146,700 Interest and other income 223 11 234 Income before income tax expense 146,874 60 146,934 Income tax expense (1 ) (24,572 ) (24,573 ) Net income (loss) $ 146,873 $ (24,512 ) $ 122,361 Total Assets: $ 277,802 $ 59,729 $ 337,531 _____________________________________________________________ _______________ (1) Intersegment revenues of $1,806 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the consolidated financial statements. Fiscal Year Ended September 30, 2015 All Other Revenues RMR LLC (1) Operations Total Management services $ 161,903 $ 423 $ 162,326 Reimbursable payroll and related costs 28,230 — 28,230 Advisory services — 2,380 2,380 Total revenues 190,133 2,803 192,936 Expenses Compensation and benefits 81,886 1,570 83,456 Separation costs 116 — 116 General and administrative 25,892 643 26,535 Depreciation expense 2,117 — 2,117 Total expenses 110,011 2,213 112,224 Operating income 80,122 590 80,712 Interest and other income 1,668 64 1,732 Unrealized gains (losses) attributable to changes in fair value of stock accounted for under the fair value option (317 ) 27 (290 ) Income before income tax expense and equity in earnings of investee 81,473 681 82,154 Income tax expense 60 (4,908 ) (4,848 ) Equity in earnings of investee 115 — 115 Net income (loss) $ 81,648 $ (4,227 ) $ 77,421 Total Assets: $ 255,531 $ 48,361 $ 303,892 _____________________________________________________________ _______________ (1) Intersegment revenues of $752 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the consolidated financial statements. Fiscal Year Ended September 30, 2014 All Other Revenues RMR LLC (1) Operations Total Management services $ 217,014 $ 1,739 $ 218,753 Reimbursable payroll and related costs 64,049 — 64,049 Advisory services — 2,244 2,244 Total revenues 281,063 3,983 285,046 Expenses Compensation and benefits 125,780 2,061 127,841 Members profit sharing 116,000 — 116,000 Separation costs 2,330 — 2,330 General and administrative 21,125 832 21,957 Depreciation expense 2,446 — 2,446 Total expenses 267,681 2,893 270,574 Operating income 13,382 1,090 14,472 Interest and other income 428 69 497 Unrealized gains (losses) attributable to changes in fair value of stock accounted for under the fair value option (4,603 ) 47 (4,556 ) Income before income tax expense and equity in earnings of investee 9,207 1,206 10,413 Income tax expense (1 ) (279 ) (280 ) Equity in earnings of investee 160 — 160 Net income $ 9,366 $ 927 $ 10,293 Total Assets: $ 281,533 $ 5,690 $ 287,223 _____________________________________________________________ _______________ (1) Intersegment revenues of $1,276 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the consolidated financial statements. |
Separation Costs
Separation Costs | 12 Months Ended |
Sep. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Separation Costs | EQC Termination and Cooperation Agreement Pursuant to a Termination and Cooperation Agreement dated September 30, 2014, or the Termination and Cooperation Agreement, EQC and RMR LLC terminated RMR LLC’s business and property management agreements with EQC. As a result, we incurred termination expenses associated with the termination of certain employees. Under the terms of the Termination and Cooperation Agreement, RMR LLC agreed to be financially responsible for certain severance payments to our former employees and EQC agreed to pay certain accrued benefits for certain impacted employees. In accordance with ASC 420, Exit or disposal cost obligations , we recorded one time termination benefits expense for impacted employees through September 30, 2014 of $2,330 . We incurred an additional $116 of costs associated with severance and vacation payouts in November 2014, which are reflected in our consolidated financial statements for the fiscal year ended September 30, 2015 . Pursuant to the Termination and Cooperation Agreement, RMR LLC assisted EQC in the transition of EQC’s management and operations through February 28, 2015, and EQC paid RMR LLC $1,200 per month for transition services from October 1, 2014 to February 28, 2015. Also, we continued to provide certain services for EQC in Australia until October 31, 2015 and earned $58 during the fiscal year ended September 30, 2016 for these services. Separation Costs We recognized separation costs for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $1,358 , $116 and $2,330 , respectively, in connection with employment termination costs. |
Acquisition Activity
Acquisition Activity | 12 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisition Activity | Acquisition Activity We recognize identifiable assets acquired and liabilities assumed in a business combination at their estimated fair values at the acquisition date. Other items we evaluate in a business combination include identifiable intangible assets and goodwill. Contingent consideration obligations are recognized as of the acquisition date at fair value based on the probability that the contingency will be realized. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the assets acquired and the liabilities assumed. Acquisition related costs in connection with a business combination are expensed as incurred. On August 5, 2016, RMR LLC acquired the Tremont business for total cash consideration of $2,466 , excluding transaction costs. For the fiscal year ended September 30, 2016, we recognized $840 of acquisition related costs in connection with this business combination. We believe that the Tremont business represents a new platform providing both a growth opportunity and diversification of our operations, and that the commercial real estate finance business represents an appropriate expansion of our existing operations. We accounted for this acquisition as a business combination in accordance with ASC 805. The sellers of the Tremont business, pursuant to our asset purchase agreement with them, also have the right to receive an “earn out” over the two year period ending August 5, 2018, based on a portion of payments that we receive from a specified part of the historical Tremont business, for which we recorded estimated contingent consideration of $1,270 . The maximum value of this contingency is $3,979 . The purchase accounting for this acquisition has been completed. The following table summarizes the allocation of the purchase price for this acquisition: Fair Value Useful Life (Years) Customer relationships $ 1,150 9.64 Goodwill 2,295 — Contingent consideration (1,270 ) — Working capital 291 — Cash consideration $ 2,466 For the period from August 5, 2016 to September 30, 2016 , we made payments of contingent consideration to the sellers of the Tremont business of $13 . The remaining contingent consideration as of September 30, 2016 was $1,257 and is included in accounts payable, accrued expenses and deposits on our consolidated balance sheet. The net carrying amount of intangible assets as of September 30, 2016 was $1,085 , net of $65 of amortization expense recognized in fiscal year 2016. Future amortization of our intangible assets for each of the next five years is as follows: 2017 $ 624 2018 87 2019 51 2020 47 2021 42 The $2,295 of goodwill arising from this acquisition is included within all other operations in our segment footnote. Goodwill arising from this acquisition is deductible for tax purposes. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Sep. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The following is a summary of our unaudited quarterly results of operations for our fiscal years 2016 and 2015 (dollars in thousands, except per share amounts): 2016 First Second Third Fourth Quarter Quarter Quarter Quarter Total revenues $ 110,130 (1) $ 48,333 $ 52,211 $ 56,266 Net income $ 70,379 $ 15,748 $ 17,402 $ 18,832 Net income available for common shareholders $ 17,054 $ 6,114 $ 6,698 $ 7,374 Net income available for common shareholders per share $ 1.07 $ 0.38 $ 0.42 $ 0.46 Common distributions declared $ 0.5260 $ — $ 0.2993 $ 0.25 ____________________________________________________________________________ (1) Includes incentive business management fee revenue of $62,263 . 2015 First Second Third Fourth Quarter Quarter Quarter Quarter Total revenues $ 46,836 $ 49,810 $ 48,179 $ 48,111 Net income $ 19,648 $ 25,183 $ 16,273 $ 16,317 Net income available for common shareholders $ — $ — $ 970 $ 6,333 Net income available for common shareholders per share $ — $ — $ 0.06 $ 0.40 Common distributions declared $ — $ — $ — $ — |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation. All intercompany transactions and balances with or among the consolidated entities have been eliminated. |
Equity Method Investments | Equity Method Investments. We accounted for our investments in the Managed REITs and RIF under the equity method of accounting. We used the equity method to account for these investments because our Founders are the managing trustees of the Managed REITs and RIF. We elected to adopt the fair value measurement option in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, 825‑10, Financial Instruments Equity Method Investments , to record changes in fair value of our holdings in the Managed REITs and RIF as unrealized in the consolidated statements of comprehensive income. Dividends received in conjunction with these investments were recorded in our earnings as a component of interest and other income in the consolidated statements of comprehensive income for the period in which they were received. We also accounted for our investment in AIC using the equity method of accounting. We used the equity method to account for this investment as we believed that we had significant influence over AIC because our Founders are directors of AIC. Under the equity method, our percentage share of net earnings or loss and other comprehensive income or loss from AIC was recorded in the consolidated statements of comprehensive income as equity in earnings of an investee. Prior to the Up-C Transaction described in Note 6, Related Person Transactions , we distributed our investments in the Managed REITs, RIF and AIC to ABP Trust at these investments' book values of $24,255 , $651 and $6,931 , respectively. This transfer, totaling $31,837 in the aggregate, was treated as a non-cash distribution to ABP Trust. We regularly evaluate our relationships and investments to determine if they constitute variable interests. A variable interest is an investment or interest that will absorb portions of an entity’s expected losses or receive portions of an entity’s expected returns. If we determine we have a variable interest in an entity, we evaluate whether such interest is in a variable interest entity, or VIE. Under the VIE model, we would be required to consolidate the entities we manage if (i) the entity is considered to be a VIE and (ii) we are determined to be the primary beneficiary of the entity. We qualitatively assessed whether we must consolidate any of the entities we manage. Consideration of factors included, but was not limited to, our representation on the entity’s governing body, the size of our investment in each entity compared to the size of the entity and the size of other investors’ interests, our ability and the rights of other persons to participate in policy making decisions and to replace the manager of those entities. Based on this assessment, we concluded that we are not required to consolidate any of our managed entities. The relationships and investments related to entities in which we have a variable interest are summarized in Note 6, Related Person Transactions . |
Available for Sale Securities | Available for Sale Securities. Our investment in EQC shares was accounted for as available for sale securities based on their quoted market price at the end of the reporting period. Realized gains and losses on sales of available for sale securities were based on the average cost method, adjusted for any other than temporary declines in fair value. Unrealized gains and losses were recorded as a component of other comprehensive income. |
Cash and Cash Equivalents | Cash and Cash Equivalents. We consider highly liquid investments with original maturities of three months or less on the date of purchase to be cash equivalents. |
Property and Equipment | Property and Equipment. Property and equipment are stated at cost. Depreciation of furniture and equipment is computed using the straight line method over estimated useful lives ranging from three to ten years. Depreciation for leasehold improvements is computed using the straight line method over the term of the lesser of their useful lives or related lease agreements. |
Capitalized Software Costs | Capitalized Software Costs. We capitalize costs associated with the development and implementation of software created or obtained for internal use in accordance with ASC 340‑50, Internal Use Software . Capitalized costs are depreciated using the straight line method over useful lives ranging between three and five years. |
Equity-Based Compensation | Equity-Based Compensation. The awards made under our share award plan to our directors and employees to date have been Class A Common Shares. Shares issued to directors vest immediately. Shares issued to employees vest in five equal, consecutive, annual installments, with the first installment vesting on the date of grant. Compensation expense related to share grants is determined based on the market value of our shares on the date of grant, with the aggregate value of the granted shares amortized to expense over the related vesting period. Shares granted to directors are included in general and administrative expenses and shares granted to employees are included in compensation and benefits in our consolidated statements of comprehensive income. |
Revenue Recognition | Revenue Recognition. Revenues from services that we provide are recognized as earned in accordance with contractual agreements. In the periods presented, management and advisory services revenue consists principally of business management fees, property management fees and advisory fees earned from our Client Companies, EQC and any clients of the Tremont business. Business Management and Incentive Fees—Managed REITs and EQC Prior to January 1, 2014, we earned annual base business management fees from the Managed REITs and EQC pursuant to business management agreements equal to the sum of (a) 0.5% of the historical cost of transferred real estate assets, if any, as defined in the applicable business management agreement, plus (b) 0.7% of the average invested capital (exclusive of the transferred real estate assets), as defined in the applicable business management agreement, up to $250,000 , plus (c) 0.5% of the average invested capital exceeding $250,000 . Prior to January 1, 2014 the base business management fee was paid 100.0% in cash. These business management agreements were amended such that starting January 1, 2014 we earned annual base business management fees from the Managed REITs and EQC equal to the lesser of: • the sum of (a) 0.5% of the historical cost of transferred real estate assets, if any, as defined in the applicable business management agreement, plus (b) 0.7% of the average invested capital (exclusive of the transferred real estate assets), as defined in the applicable business management agreement, up to $250,000 , plus (c) 0.5% of the average invested capital exceeding $250,000 ; and • the sum of (a) 0.7% of the average market capitalization, as defined in the applicable business management agreement, up to $250,000 , plus (b) 0.5% of the average market capitalization exceeding $250,000 . The foregoing base business management fees are paid monthly in arrears, based on the REIT’s monthly average historical costs of assets under management and average market capitalization during the month. For purposes of these fees, a Managed REIT or EQC's costs of assets under management did not include shares it owns of another Client Company. As part of the Up-C Transaction, which is more fully described in Note 6, Related Person Transactions below, RMR LLC and each of the Managed REITs entered into amended and restated business management agreements and amended and restated property management agreements. Each of those amended management agreements has a term that ends on December 31, 2036, and automatically extends on December 31st of each year so that the terms of the agreements thereafter end on the 20th anniversary of the date of the extension. Each of the Managed REITs has the right to terminate each amended management agreement: (i) at any time on 60 days’ written notice for convenience, (ii) immediately upon written notice for cause, as defined therein, (iii) on 60 days’ written notice given within 60 days after the end of an applicable calendar year for a performance reason, as defined therein, and (iv) by written notice during the 12 months following a change of control of RMR LLC, as defined therein. We have the right to terminate the amended management agreements for good reason, as defined therein. Under our amended management agreements with the Managed REITs, if a Managed REIT terminates one or both of our amended management agreements with that Managed REIT for convenience, or if we terminate one or both of our amended management agreements with a Managed REIT for good reason, the Managed REIT is obligated to pay us a termination fee in an amount equal to the sum of the present values of the Managed REIT’s monthly future fees, as defined therein, for the terminated amended management agreement(s) for the remaining term, assuming it had not been terminated. If a Managed REIT terminates one or both of our amended management agreements for a performance reason, as defined therein, the Managed REIT has agreed to pay to us the termination fee calculated as described above, but assuming a remaining term of 10 years . No termination fee is payable by a Managed REIT if it terminates one or both of our amended management agreements for cause or as a result of a change of control of us, as defined in the applicable management agreement. During the period January 1, 2014 until June 5, 2015, the base business management fee was paid 90.0% in cash and 10.0% in the applicable REIT’s common shares, which were fully vested when issued. The number of the REIT’s common shares issued in payment of the base business management fee for each month equaled 10.0% of the total base management fee for the REIT for that month divided by the average daily closing price on the New York Stock Exchange of its common shares during that month. The amended management agreements require that all of the management fees payable from the Managed REITs to us after June 5, 2015 be paid in cash. Under the business management agreements, we also had and have the ability to earn annual incentive business management fees from the Managed REITs and EQC. The incentive business management fees were and are contingent performance based fees which were and are only recognized when earned at the end of each respective measurement period. Prior to January 1, 2014, the incentive fee was calculated as 15.0% of the product of (i) the weighted average of the respective REIT’s common shares outstanding on a fully diluted basis during a calendar year and (ii) the excess, if any, of the funds from operations, or FFO, per share or cash available for distribution, as calculated in accordance with the applicable business management agreement, for such calendar year over the FFO per share or cash available for distribution, as applicable, for the preceding calendar year, subject to caps on the values of the incentive fees. Starting January 1, 2014 the incentive fees are calculated for each REIT as 12.0% of the product of (a) the equity market capitalization of the REIT, as defined in the applicable business management agreement, and (b) the amount, expressed as a percentage, by which the REIT’s total return per share, as defined in the applicable business management agreement, exceeded the benchmark total return per share, as defined in the applicable business management agreement, of a specified REIT index identified in the applicable business management agreement for the measurement period, subject to caps on the values of the incentive fees. The measurement period for the annual incentive fee in respect of calendar year 2015 is the two year period that ended on December 31, 2015 and for calendar years thereafter, the three year period ended on December 31 of each calendar year. The amended management agreements require that any incentive fee payable by the Managed REITs to us after June 5, 2015 be paid in cash. We earned aggregate annual base business management fees for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $104,824 , $108,035 and $126,525 , respectively, from the REITs then managed of which zero , $6,564 and $8,146 , respectively, were paid in common shares of those REITs. We earned aggregate incentive business management fees from the Managed REITs for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $62,263 , zero and $3,663 , respectively. Incentive business management fees earned from the Managed REITs for the fiscal year ended September 30, 2016 were paid in cash. Incentive business management fees earned from the Managed REITs for the fiscal year ended September 30, 2014 were paid in common shares of the applicable Managed REITs. Incentive business management fees recognized as earned in the fiscal year ended September 30, 2016 and 2014 were earned in respect of the 2015 and 2013 calendar years, respectively. We also earned an incentive business management fee for the fiscal year ended September 30, 2014 from EQC of $15,349 which was paid in cash. Under the agreements entered into as part of the Up-C Transaction, ABP Trust was entitled to receive a pro rata share of any incentive business management fee earned for the 2015 calendar year, based on the number of days in 2015 to June 5, 2015, the effective date of the Up-C Transaction. Accordingly, $26,611 of the incentive business management fee earned for the fiscal year ended September 30, 2016 was allocated to ABP Trust. See Note 6, Related Person Transactions below. Business Management Fees—Managed Operators, ABP Trust and AIC We earn business management fees from the Managed Operators and ABP Trust pursuant to business management agreements equal to 0.6% of: (i) in the case of Five Star, Five Star’s revenues from all sources reportable under U.S. generally accepted accounting principles, or GAAP, less any revenues reportable by Five Star with respect to properties for which it provides management services, plus the gross revenues at those properties determined in accordance with GAAP, (ii) in the case of Sonesta, Sonesta’s revenues from all sources reportable under GAAP, less any revenues reportable by Sonesta with respect to hotels for which it provides management services, plus the gross revenues at those hotels determined in accordance with GAAP, (iii) in the case of TA, the sum of TA’s gross fuel margin, as defined in the applicable agreement, plus TA’s total nonfuel revenues and (iv) in the case of ABP Trust, revenues from all sources reportable under GAAP. These fees are estimated and payable monthly in advance. We earn business management fees from AIC pursuant to a management agreement equal to 3.0% of its total premiums paid under active insurance underwritten or arranged by AIC. We earned aggregate annual business management fees from the Managed Operators, ABP Trust and AIC for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $25,846 , $24,606 and $21,983 , respectively. Property Management Fees We earned property management fees pursuant to property management agreements with certain Client Companies and EQC. We generally earn fees under these agreements for property management services equal to 3.0% of gross collected rents. Also, under the terms of the property management agreements, we receive additional property management fees for construction supervision in connection with certain construction activities undertaken at the managed properties equal to 5.0% of the cost of such construction. We earned aggregate property management fees for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $33,615 , $29,685 and $51,233 , respectively. Reimbursable Payroll and Related Costs Pursuant to certain of our management agreements, the companies to which we provide management services pay or reimburse us for expenses incurred on their behalf. In accordance with FASB Accounting Standards Codification, or ASC, 605 Revenue Recognition , we present certain payroll and related cost reimbursements we receive as revenue. A significant portion of these reimbursable payroll and related costs arises from services we provide pursuant to our property management agreements that are charged or passed through to and were paid by tenants of our Client Companies and EQC. We realized reimbursable payroll and related costs for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $37,660 , $28,230 and $64,049 , respectively. Our reimbursable payroll and related costs include grants of common shares from Client Companies and EQC directly to certain of our officers and employees in connection with the provision of management services to those companies. The revenue in respect of each grant is based on the fair value as of the grant date for those shares that have vested, with subsequent changes in the fair value of the unvested grants being recognized in the consolidated statements of comprehensive income over the requisite service period. We record an equal offsetting amount as compensation and benefits expense for all of our payroll and related cost revenues. We realized equity based compensation expense and related reimbursements for the fiscal years ended September 30, 2016 , 2015 and 2014 , of $7,997 , $5,931 and $11,444 , respectively. We report all other expenses we incur on behalf of our Client Companies and EQC on a net basis as the management agreements provide that reimbursable expenses are to be billed directly to the client. This net basis accounting method is supported by some or all of the following factors, which we have determined defines us as an agent rather than a principal with respect to these matters: • reimbursement to us is generally completed prior to payment of the related expenses; • the property owner is contractually obligated to fund such operating costs of the property from existing cash flow or direct funding from its building operating account and we bear little or no credit risk; • our clients are the primary obligor in relationships with the affected suppliers and service providers; and • we earn no margin on the reimbursement aspect of the arrangement, obtaining reimbursement only for actual costs incurred. Advisory Agreements and Other Services to Advisory Clients RMR Advisors is party to an investment advisory agreement with RIF, and Tremont Advisors is party to an investment advisory agreement with a private fund. Pursuant to each agreement, RMR Advisors and Tremont Advisors provide RIF and the private fund, respectively, with a continuous investment program, make day to day investment decisions and generally manage the business affairs of RIF and the private fund, respectively, in accordance with such funds’ investment objectives and policies. RMR Advisors is compensated pursuant to its agreement with RIF at an annual rate of 0.85% of RIF’s average daily managed assets, as defined in the agreement. Average daily managed assets includes the net asset value attributable to RIF’s outstanding common shares, plus the liquidation preference of RIF’s outstanding preferred shares plus the principal amount of any borrowings, including from banks or evidenced by notes, commercial paper or other similar instruments issued by RIF. RMR Advisors earned advisory fees for the fiscal years ended September 30, 2016 , 2015 and 2014 of $2,370 , $2,380 and $2,244 , respectively. Tremont Advisors is compensated pursuant to its agreement with the private fund at an annual rate of 1.35% of the weighted average outstanding balance of all strategic investments, as defined in the agreement, of the private fund. Strategic investments include any direct or indirect participating or non-participating debt investment in certain real estate. Tremont Advisors is also party to loan servicing agreements with its separately managed account clients. Under such agreements, Tremont Advisors is compensated at an annual rate of 0.50% of the outstanding principal balance of the outstanding loans. In certain circumstances, Tremont Advisors is also entitled to performance fees based on exceeding certain performance targets. Performance fees are realized when a separately managed account client’s cumulative returns are in excess of the preferred return. Tremont Advisors did not earn any such performance fees in the period subsequent to our acquisition of the Tremont business in August 2016 through September 30, 2016. The Tremont business also acts as transaction originators for non-investment advisory clients for negotiated fees. For the fiscal year ended September 30, 2016, the Tremont business earned between 0.50% and 0.75% of the aggregate principal amounts of any loans so originated. We earned management services revenue of $54 and advisory services revenue of $250 for the fiscal year ended September 30, 2016 . |
Foreign Operations | Foreign Operations. The U.S. dollar is the functional currency of our U.S. operations. The functional currency of the subsidiary of RMR Intl that operated in Australia during the periods presented was the Australian dollar, as that was the principal currency in which the entity’s assets, liabilities, income and expenses were denominated. We translated that subsidiary’s financial statements into U.S. dollars when we combined that subsidiary’s financial statements with our U.S. operations. Generally, we translated assets and liabilities at the exchange rate in effect as of the balance sheet date. The accumulation of the resulting translation adjustments is included in cumulative other comprehensive income in our consolidated balance sheets. We translated income statement accounts using the average exchange rate for the period and for income statement accounts that include significant non‑recurring transactions at the rate in effect as of the date of the transaction. We were subject to foreign currency risk due to potential fluctuations in exchange rates between Australian and U.S. currencies, as a change in the value of Australian currency compared to U.S. currency has an effect on our reported results of operations and financial position. |
Cumulative Other Comprehensive Income (Loss) | Cumulative Other Comprehensive Income (Loss). Cumulative other comprehensive income (loss) represents our share of the comprehensive income (loss) of AIC, our unrealized loss from our available for sale securities and foreign currency translation adjustments. |
Use of Estimates | Use of Estimates. Preparation of these financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that may affect the amounts reported in these financial statements and related notes. The actual results could differ from these estimates. |
Concentration of Credit Risk | Concentration of Credit Risk. Financial instruments which potentially subject us to concentrations of credit risk are primarily cash accounts and amounts due from related parties. Historically, we have not experienced losses related to our cash accounts or to the credit of our Clients whose receivables are listed on our balance sheet as due from related parties . |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update, or ASU, No. 2014-09, Revenue from Contracts with Customers . The main provision of ASU No. 2014-09 is to recognize revenue when control of the goods or services transfers to the customer, as opposed to the existing guidance of recognizing revenue when the risk and rewards transfer to the customer. In July 2015, the FASB approved a one year deferral of the effective date for this ASU to interim and annual reporting periods beginning after December 15, 2017. We have not yet determined the effects, if any, that the adoption of ASU 2014-09 may have on our financial position, results of operations, cash flows or disclosures. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes , which is intended to improve how deferred taxes are classified on organizations’ balance sheets by eliminating the current requirement for organizations to present deferred tax liabilities and assets as current and noncurrent in a classified balance sheet. We adopted this ASU effective October 1, 2015 and have applied the requirements retrospectively to all periods presented. The adoption of this standard resulted in the reclassification of $3,398 from prepaid and other current assets to deferred income tax assets in our consolidated balance sheet as of September 30, 2015. In February 2016, the FASB issued ASU No. 2016-02, Leases , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ASU No. 2016-02 requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. A lessee is also required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing the potential impact the adoption of ASU No. 2016-02 will have on our consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires that entities use a new forward looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 will become effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the potential impact that adoption of ASU No. 2016-13 will have on our consolidated financial statements. In August, 2016 we adopted ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. ASU 2015-02 is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The implementation of this update did not cause any material changes to our consolidated financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before income taxes | We had income (loss) before income taxes as follows: September 30, 2016 2015 2014 United States $ 146,978 $ 82,377 $ 9,308 Foreign (44 ) (108 ) 1,265 Total $ 146,934 $ 82,269 $ 10,573 |
Schedule of provision for income taxes | We had a provision for income taxes which consists of the following: September 30, 2016 2015 2014 Current: Federal $ 19,332 $ 250 $ — State 4,445 35 1 Foreign — — 279 Deferred: Federal 699 4,051 — State 97 512 — Foreign — — — Total $ 24,573 $ 4,848 $ 280 |
Schedule of income tax reconciliation | A reconciliation of the statutory income tax rate to the effective tax rate is as follows: September 30, 2016 2015 2014 Income taxes computed at the federal statutory rate 35.00 % 35.00 % — % Permanent items — % 0.10 % 0.02 % Net income attributable to non-controlling interest (21.37 )% (29.87 )% — % Foreign taxes — % — % 3.67 % State taxes, net of federal benefit 3.09 % 0.67 % 0.01 % Change in valuation allowance — % — % (1.01 )% Total 16.72 % 5.90 % 2.69 % |
Schedule of deferred tax assets | he components of the deferred tax assets as of September 30, 2016 , 2015 and 2014 are as follows: September 30, 2016 2015 2014 Deferred tax assets: Termination fee $ 190 $ 190 $ 286 Organization costs 16 16 23 Outside basis difference 45,819 46,614 — Total deferred tax assets 46,025 46,820 309 Valuation allowance (206 ) (206 ) (309 ) Total deferred tax assets $ 45,819 $ 46,614 $ — |
Fair Value of Financial Instr27
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of assets and liabilities measured at fair value | The following are our assets and liabilities that all have been measured at fair value using Level 1 inputs in the fair value hierarchy as of September 30, 2016 and 2015 : September 30, 2016 2015 Money market funds included in cash and cash equivalents $ 57,741 $ 33,241 Current portion of due from related parties related to share based payment awards 4,977 4,267 Long term portion of due from related parties related to share based payment awards 7,754 6,446 Current portion of accounts payable, accrued expenses and deposits related to share based payment awards 4,977 4,267 Long term portion of employer compensation liability related to share based payment awards 7,754 6,446 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | During the fiscal years ended September 30, 2015 and 2014 , we received shares for such fees as follows: During the Fiscal Year Ended September 30, 2015 2014 No. of No. of REIT Shares Value Shares Value GOV 30,276 $ 692 27,103 $ 672 HPT 84,810 2,605 86,969 2,474 SIR 39,927 982 23,136 668 SNH 103,265 2,285 85,986 1,978 EQC — — 90,135 2,354 $ 6,564 $ 8,146 The following table represents amounts due from related parties as of the dates listed: As of September 30, 2016 2015 Managed REITs: GOV $ 6,165 $ 3,506 HPT 7,800 6,990 SIR 7,190 4,741 SNH 9,733 6,853 30,888 22,090 Managed Operators: Five Star 291 1,361 Sonesta 5 16 TA 711 821 1,007 2,198 Other Client Companies: AIC 21 22 RIF 17 — ABP Trust 683 122 721 144 $ 32,616 $ 24,432 For the fiscal years ended September 30, 2016 , 2015 and 2014 , we recognized revenues from related parties as set forth in the following table: For the Fiscal Years Ended September 30, 2016 2015 2014 $ % $ % $ % Managed REITs: GOV $ 31,919 12.0 % $ 28,981 15.0 % $ 27,287 9.6 % HPT 101,715 38.1 % 40,887 21.2 % 43,730 15.3 % SIR 42,540 15.9 % 32,260 16.7 % 19,784 6.9 % SNH 58,401 21.9 % 53,213 27.6 % 44,472 15.6 % 234,575 87.9 % 155,341 80.5 % 135,273 47.4 % Managed Operators: Five Star 9,406 3.5 % 9,169 4.7 % 12,749 4.5 % Sonesta 2,020 0.8 % 1,848 1.0 % 1,501 0.5 % TA 14,936 5.6 % 14,286 7.4 % 12,671 4.4 % 26,362 9.9 % 25,303 13.1 % 26,921 9.4 % Other: AIC 240 0.1 % 247 0.1 % 337 0.1 % RIF 2,370 0.9 % 2,380 1.2 % 2,244 0.8 % ABP Trust 3,031 1.1 % 3,385 1.8 % 3,764 1.3 % 5,641 2.1 % 6,012 3.1 % 6,345 2.2 % Other unrelated parties 362 0.1 % 6,280 3.3 % 116,507 41.0 % $ 266,940 100.0 % $ 192,936 100.0 % $ 285,046 100.0 % |
Shareholders_ Equity (Tables)
Shareholders’ Equity (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of unvested restricted stock awards | A summary of shares granted and vested under the terms of our 2016 Plan for the year ended September 30, 2016, is as follows: Weighted Average Grant Date Number of shares Fair Value Unvested shares, beginning of year — $ — Shares granted 84,700 36.55 Shares repurchased (2,268 ) 40.25 Shares vested, net of shares repurchased (24,672 ) 33.41 Unvested shares, end of year 57,760 $ 37.84 |
Net Income Attributable to RM30
Net Income Attributable to RMR Inc. (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Net Income Attributable to RMR Inc. | |
Schedule of net income attributable to parent | Net income attributable to RMR Inc. for the years ended September 30, 2016 and 2015 , is derived as follows: Year Ended September 30, 2016 2015 Income before income tax expense and equity in earnings of investee $ 146,934 $ 82,154 Add: RMR Inc. franchise tax expense and interest income 589 147 Add: equity in earnings of investee — 115 Less: incentive fee allocable to ABP Trust (26,611 ) — Less: net income attributable to ABP Trust before June 5, 2015 — (58,580 ) Net income before non-controlling interest 120,912 23,836 Less: non-controlling interest (58,510 ) (11,538 ) Net income attributable to RMR Inc. before income tax expense 62,402 12,298 Less: income tax expense attributable to RMR Inc. (24,573 ) (4,848 ) Less: RMR Inc. franchise tax expense and interest income (589 ) (147 ) Net income attributable to RMR Inc. $ 37,240 $ 7,303 |
Cumulative Other Comprehensiv31
Cumulative Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Schedule of cumulative other comprehensive income (loss) | The following table presents a roll forward of amounts recognized in cumulative other comprehensive income (loss) by component for the fiscal years ended September 30, 2016 , 2015 and 2014 : Unrealized Equity in Gain (Loss) Unrealized Foreign On Available Gain (Loss) Currency For Sale of An Translation Securities Investee Adjustments Total Balances as of September 30, 2013 $ — $ 32 $ (80 ) $ (48 ) Other comprehensive income (loss) before reclassifications (37 ) 56 (125 ) $ (106 ) Amounts reclassified from cumulative other comprehensive income (loss) to net income (loss) — (32 ) — (32 ) Net current period other comprehensive income (loss) (37 ) 24 (125 ) (138 ) Balances as of September 30, 2014 (37 ) 56 (205 ) (186 ) Other comprehensive income (loss) before reclassifications (54 ) 35 (252 ) (271 ) Net current period other comprehensive income (loss) (54 ) 35 (252 ) (271 ) Reorganization of equity structure — — 646 646 Reductions for securities sold during the period 91 — — 91 Investments distributed to ABP Trust during the period — (91 ) — (91 ) Balances as of September 30, 2015 $ — $ — $ 189 $ 189 Other comprehensive income before reclassifications — — 19 19 Amounts reclassified from cumulative other comprehensive income to net income — — — — Net current period other comprehensive income — — 19 19 Balances as of September 30, 2016 $ — $ — $ 208 $ 208 |
Commitments (Tables)
Commitments (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of minimum lease payments | The future scheduled minimum lease payments under the terms of these leases as of September 30, 2016 are as follows (per fiscal year ended September 30): 2017 $ 3,957 2018 4,027 2019 3,647 2020 3,227 2021 3,134 Thereafter 12,317 $ 30,309 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Fiscal Year Ended September 30, 2016 All Other Revenues RMR LLC (1) Operations Total Management services $ 226,602 $ 58 $ 226,660 Reimbursable payroll and related costs 37,660 — 37,660 Advisory services — 2,620 2,620 Total revenues 264,262 2,678 266,940 Expenses Compensation and benefits 90,872 1,113 91,985 Separation costs 1,358 — 1,358 General and administrative 23,678 1,451 25,129 Depreciation and amortization 1,703 65 1,768 Total expenses 117,611 2,629 120,240 Operating income 146,651 49 146,700 Interest and other income 223 11 234 Income before income tax expense 146,874 60 146,934 Income tax expense (1 ) (24,572 ) (24,573 ) Net income (loss) $ 146,873 $ (24,512 ) $ 122,361 Total Assets: $ 277,802 $ 59,729 $ 337,531 _____________________________________________________________ _______________ (1) Intersegment revenues of $1,806 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the consolidated financial statements. Fiscal Year Ended September 30, 2015 All Other Revenues RMR LLC (1) Operations Total Management services $ 161,903 $ 423 $ 162,326 Reimbursable payroll and related costs 28,230 — 28,230 Advisory services — 2,380 2,380 Total revenues 190,133 2,803 192,936 Expenses Compensation and benefits 81,886 1,570 83,456 Separation costs 116 — 116 General and administrative 25,892 643 26,535 Depreciation expense 2,117 — 2,117 Total expenses 110,011 2,213 112,224 Operating income 80,122 590 80,712 Interest and other income 1,668 64 1,732 Unrealized gains (losses) attributable to changes in fair value of stock accounted for under the fair value option (317 ) 27 (290 ) Income before income tax expense and equity in earnings of investee 81,473 681 82,154 Income tax expense 60 (4,908 ) (4,848 ) Equity in earnings of investee 115 — 115 Net income (loss) $ 81,648 $ (4,227 ) $ 77,421 Total Assets: $ 255,531 $ 48,361 $ 303,892 _____________________________________________________________ _______________ (1) Intersegment revenues of $752 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the consolidated financial statements. Fiscal Year Ended September 30, 2014 All Other Revenues RMR LLC (1) Operations Total Management services $ 217,014 $ 1,739 $ 218,753 Reimbursable payroll and related costs 64,049 — 64,049 Advisory services — 2,244 2,244 Total revenues 281,063 3,983 285,046 Expenses Compensation and benefits 125,780 2,061 127,841 Members profit sharing 116,000 — 116,000 Separation costs 2,330 — 2,330 General and administrative 21,125 832 21,957 Depreciation expense 2,446 — 2,446 Total expenses 267,681 2,893 270,574 Operating income 13,382 1,090 14,472 Interest and other income 428 69 497 Unrealized gains (losses) attributable to changes in fair value of stock accounted for under the fair value option (4,603 ) 47 (4,556 ) Income before income tax expense and equity in earnings of investee 9,207 1,206 10,413 Income tax expense (1 ) (279 ) (280 ) Equity in earnings of investee 160 — 160 Net income $ 9,366 $ 927 $ 10,293 Total Assets: $ 281,533 $ 5,690 $ 287,223 _____________________________________________________________ _______________ (1) Intersegment revenues of $1,276 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the consolidated financial statements. |
Acquisition Activity (Tables)
Acquisition Activity (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of purchase price allocation | The following table summarizes the allocation of the purchase price for this acquisition: Fair Value Useful Life (Years) Customer relationships $ 1,150 9.64 Goodwill 2,295 — Contingent consideration (1,270 ) — Working capital 291 — Cash consideration $ 2,466 |
Schedule of future amortization | The net carrying amount of intangible assets as of September 30, 2016 was $1,085 , net of $65 of amortization expense recognized in fiscal year 2016. Future amortization of our intangible assets for each of the next five years is as follows: 2017 $ 624 2018 87 2019 51 2020 47 2021 42 |
Selected Quarterly Financial 35
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Sep. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | The following is a summary of our unaudited quarterly results of operations for our fiscal years 2016 and 2015 (dollars in thousands, except per share amounts): 2016 First Second Third Fourth Quarter Quarter Quarter Quarter Total revenues $ 110,130 (1) $ 48,333 $ 52,211 $ 56,266 Net income $ 70,379 $ 15,748 $ 17,402 $ 18,832 Net income available for common shareholders $ 17,054 $ 6,114 $ 6,698 $ 7,374 Net income available for common shareholders per share $ 1.07 $ 0.38 $ 0.42 $ 0.46 Common distributions declared $ 0.5260 $ — $ 0.2993 $ 0.25 ____________________________________________________________________________ (1) Includes incentive business management fee revenue of $62,263 . 2015 First Second Third Fourth Quarter Quarter Quarter Quarter Total revenues $ 46,836 $ 49,810 $ 48,179 $ 48,111 Net income $ 19,648 $ 25,183 $ 16,273 $ 16,317 Net income available for common shareholders $ — $ — $ 970 $ 6,333 Net income available for common shareholders per share $ — $ — $ 0.06 $ 0.40 Common distributions declared $ — $ — $ — $ — |
Organization (Details)
Organization (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Jun. 05, 2015 | Jun. 04, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||||
Increased net income | $ 85,121 | $ 70,118 | ||||
Increased other comprehensive income (loss) | $ 189 | $ (460) | $ 19 | $ (271) | $ (138) | |
ABP Trust | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 48.30% | |||||
Class B membership units | ||||||
Related Party Transaction [Line Items] | ||||||
Membership units (in units) | 1,000,000 | |||||
RMR LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 51.70% | |||||
Contribution of RMR Advisors and RMR Intl | ||||||
Related Party Transaction [Line Items] | ||||||
Increased net income | $ 245 | 927 | ||||
Increased other comprehensive income (loss) | $ 440 | $ (125) | ||||
Class A common shares | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares authorized | 31,000,000 | 31,600,000 | 31,000,000 | |||
Class A common shares | Class A membership units | ||||||
Related Party Transaction [Line Items] | ||||||
Membership units (in units) | 15,082,432 | |||||
Redeemable Class A membership units | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock shares authorized | 15,000,000 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 04, 2015 | May 31, 2015 | Jun. 05, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2013 |
Property, Plant and Equipment [Line Items] | |||||||
Non-cash distributions | $ 60,143 | ||||||
Realized gain on available for sale securities | $ 15 | ||||||
Unrealized loss on available for sale securities | $ 54 | $ 37 | |||||
Depreciation expense | $ 1,105 | 1,155 | 1,452 | ||||
Depreciation expense related to capitalized software | 598 | 962 | 994 | ||||
Total equity | $ 4,082 | 246,391 | 213,652 | 230,244 | $ 109,512 | ||
Foreign Currency Translation Adjustments | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Total equity | $ 208 | $ 189 | $ (205) | $ (80) | |||
Managed REITs | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Non-cash distributions | $ 24,255 | ||||||
RIF | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Non-cash distributions | 651 | ||||||
AIC | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Non-cash distributions | 6,931 | ||||||
ABP Trust | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Non-cash distributions | $ 31,837 | ||||||
Furniture and equipment | Minimum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life (in years) | 3 years | ||||||
Furniture and equipment | Maximum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life (in years) | 10 years | ||||||
Software development | Minimum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life (in years) | 3 years | ||||||
Software development | Maximum | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Useful life (in years) | 5 years | ||||||
EQC | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Shares from related party (in shares) | 0 | 90,135 | |||||
Value of shares received from related party | $ 0 | $ 2,354 | |||||
Market value of shares received from related party | $ 2,317 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 05, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Incentive fee allocable to ABP Trust | $ 26,611,000 | $ 0 | |||||
Percent of gross collected rents | 3.00% | ||||||
Percent of construction supervision | $ 0.05 | ||||||
Property management fees revenue | 33,615,000 | 29,685,000 | $ 51,233,000 | ||||
Reimbursable payroll and related costs | 37,660,000 | 28,230,000 | 64,049,000 | ||||
Equity based compensation expense and related reimbursements | 7,997,000 | 5,931,000 | 11,444,000 | ||||
Advisory fees | 2,620,000 | 2,380,000 | 2,244,000 | ||||
Management services revenue | $ 226,660,000 | $ 162,326,000 | 218,753,000 | ||||
RIF | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Advisory fee percentage based on daily managed assets | 0.85% | ||||||
Managed REITs | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Percentage of historical cost of transferred real estate assets | 0.50% | 0.50% | |||||
Percentage of average invested capital below threshold limit | 0.70% | 0.70% | |||||
Threshold amount, maximum | $ 250,000,000 | $ 250,000,000 | |||||
Percentage of average invested capital above threshold limit | 0.50% | 0.50% | |||||
Threshold limit, minimum | $ 250,000,000 | $ 250,000,000 | |||||
Percentage of management fees paid in cash | 100.00% | 90.00% | |||||
Percentage of average market capitalization below threshold limit | 0.70% | ||||||
Percentage of average market capitalization above threshold limit | 0.50% | ||||||
Remaining term after termination (in years) | 10 years | ||||||
Percentage of fees paid with common shares | 10.00% | ||||||
Incentive management fee percentage | 15.00% | 12.00% | |||||
Measurement period for annual incentive fee (in years) | 2 years | ||||||
Measurement period for annual incentive fee, thereafter (in years) | 3 years | ||||||
Aggregate annual base business management fees | $ 104,824,000 | $ 108,035,000 | 126,525,000 | ||||
Value of shares received from related party | 0 | 6,564,000 | 8,146,000 | ||||
Aggregate incentive business management fees | $ 62,263,000 | $ 62,263,000 | 0 | 3,663,000 | |||
EQC | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Value of shares received from related party | 0 | 2,354,000 | |||||
Proceeds from management fees | 15,349,000 | ||||||
Managed Operators, ABP Trust and AIC | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Management fee percentage pursuant to agreement | 0.60% | ||||||
Aggregate annual business management fees | $ 25,846,000 | 24,606,000 | 21,983,000 | ||||
AIC | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Percent of total premiums paid | 3.00% | ||||||
Management services revenue | $ 240,000 | 247,000 | 337,000 | ||||
RMR Advisors and Tremont Advisors | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Advisory fees | 2,370,000 | $ 2,380,000 | $ 2,244,000 | ||||
Tremont Advisors | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Advisory fees | 250,000 | ||||||
Management services revenue | $ 54,000 | ||||||
Up C Transaction | ABP Trust | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Incentive fee allocable to ABP Trust | $ 26,611,000 | ||||||
RMR LLC | Up C Transaction | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Duration of written notice for convenience (in days) | 60 days | ||||||
Duration of written notice for performance (in days) | 60 days | ||||||
Window after calendar year end for written notice (in days) | 60 days | ||||||
Duration of written notice after change of control (in months) | 12 months | ||||||
Tremont Advisors | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Advisory fee percentage based on weighted average outstanding balance of strategic investments | 1.35% | ||||||
Advisory fee percentage based on outstanding principal balance of outstanding loans | 0.50% | ||||||
Minimum | Tremont Advisors | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Advisory fee percentage based on aggregate principal amounts of loan originated | 0.50% | ||||||
Maximum | Tremont Advisors | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Advisory fee percentage based on aggregate principal amounts of loan originated | 0.75% |
Recent Accounting Pronounceme39
Recent Accounting Pronouncements (Details) - ASU 2015-17 - Restatement Adjustment $ in Thousands | 12 Months Ended |
Sep. 30, 2015USD ($) | |
Prepaid and other current assets | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Increase (decrease) in prior period reclassification adjustment | $ (3,398) |
Deferred income tax assets | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Increase (decrease) in prior period reclassification adjustment | $ 3,398 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 146,978 | $ 82,377 | $ 9,308 |
Foreign | (44) | (108) | 1,265 |
Income before income tax expense and equity in earnings of investee | $ 146,934 | $ 82,269 | $ 10,573 |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Current: | |||
Federal | $ 19,332 | $ 250 | $ 0 |
State | 4,445 | 35 | 1 |
Foreign | 0 | 0 | 279 |
Deferred: | |||
Federal | 699 | 4,051 | 0 |
State | 97 | 512 | 0 |
Foreign | 0 | 0 | 0 |
Total | $ 24,573 | $ 4,848 | $ 280 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes (Details) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | |||
Income taxes computed at the federal statutory rate | 35.00% | 35.00% | 0.00% |
Permanent items | 0.00% | 0.10% | 0.02% |
Net income attributable to non-controlling interest | (21.37%) | (29.87%) | 0.00% |
Foreign taxes | 0.00% | 0.00% | 3.67% |
State taxes, net of federal benefit | 3.09% | 0.67% | 0.01% |
Change in valuation allowance | 0.00% | 0.00% | (1.01%) |
Total | 16.72% | 5.90% | 2.69% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Deferred tax assets: | |||
Termination fee | $ 190 | $ 190 | $ 286 |
Organization costs | 16 | 16 | 23 |
Outside basis difference | 45,819 | 46,614 | 0 |
Total deferred tax assets | 46,025 | 46,820 | 309 |
Valuation allowance | (206) | (206) | (309) |
Total deferred tax assets | $ 45,819 | $ 46,614 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 8 Months Ended | 12 Months Ended | ||
Jun. 05, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||
Income tax provision | $ 24,573 | $ 4,848 | $ 280 | |
Net deferred tax assets | $ 45,819 | $ 46,614 | 0 | |
RMR LLC | ||||
Operating Loss Carryforwards [Line Items] | ||||
Income tax provision | $ 4 | $ 280 |
Fair Value of Financial Instr45
Fair Value of Financial Instruments (Details) - Recurring basis - Level 1 - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds included in cash and cash equivalents | $ 57,741 | $ 33,241 |
Current portion of due from related parties related to share based payment awards | 4,977 | 4,267 |
Long term portion of due from related parties related to share based payment awards | 7,754 | 6,446 |
Current portion of accounts payable, accrued expenses and deposits related to share based payment awards | 4,977 | 4,267 |
Long term portion of employer compensation liability related to share based payment awards | $ 7,754 | $ 6,446 |
Fair Value of Financial Instr46
Fair Value of Financial Instruments - Additional Information (Details) - USD ($) $ in Thousands | Aug. 05, 2016 | Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | |||||
Cash consideration | $ 2,479 | $ 0 | $ 0 | ||
Tremont Realty Capital LLC | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 2,466 | $ 2,466 | |||
Contingent consideration | $ 1,270 | $ 1,270 | $ 1,257 | ||
Duration of potential earn out (in years) | 2 years | 2 years |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | May 19, 2016 | Dec. 14, 2015 | Jun. 05, 2015 |
Related Party Transaction [Line Items] | ||||||||
Equity in earnings of investee | $ 0 | $ 115,000 | $ 160,000 | |||||
Incentive fee allocable to ABP Trust | 26,611,000 | 0 | ||||||
Managed REITs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate incentive business management fees | $ 62,263,000 | $ 62,263,000 | 0 | 3,663,000 | ||||
ABP Trust | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Incentive fee allocable to ABP Trust | $ 26,611,000 | |||||||
ABP Trust | Class A common shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares outstanding | 90,564 | 90,564 | ||||||
ABP Trust | Class A units | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares outstanding | 15,000,000 | |||||||
AIC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Equity in earnings of investee | $ 115,000 | $ 160,000 | ||||||
AIC | ABP Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage by noncontrolling owners | 14.30% | |||||||
Class A common shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares outstanding | 15,082,432 | 15,000,000 | ||||||
Class A common shares | Managed REITs | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares outstanding | 15,000,000 | |||||||
Class A common shares | ABP Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares outstanding | 15,000,000 | |||||||
Class A common shares | Adam Portnoy | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares owned (in shares) | 20,438 | |||||||
Class A common shares | Barry Portnoy | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares owned (in shares) | 29,783 |
Related Party Transactions - Re
Related Party Transactions - Revenue from Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | |||||||||||
Revenues from unrelated parties | $ 362 | $ 6,280 | $ 116,507 | ||||||||
Percentage of revenue from unrelated parties | 0.10% | 3.30% | 41.00% | ||||||||
Revenues, net | $ 56,266 | $ 52,211 | $ 48,333 | $ 110,130 | $ 48,111 | $ 48,179 | $ 49,810 | $ 46,836 | $ 266,940 | $ 192,936 | $ 285,046 |
Percentage of revenue, net | 100.00% | 100.00% | 100.04444% | ||||||||
Managed REITs | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 234,575 | $ 155,341 | $ 135,273 | ||||||||
Percentage of revenue from related parties | 87.90% | 80.50% | 47.40% | ||||||||
GOV | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 31,919 | $ 28,981 | $ 27,287 | ||||||||
Percentage of revenue from related parties | 12.00% | 15.00% | 9.60% | ||||||||
HPT | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 101,715 | $ 40,887 | $ 43,730 | ||||||||
Percentage of revenue from related parties | 38.10% | 21.20% | 15.30% | ||||||||
SIR | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 42,540 | $ 32,260 | $ 19,784 | ||||||||
Percentage of revenue from related parties | 15.90% | 16.70% | 6.90% | ||||||||
SNH | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 58,401 | $ 53,213 | $ 44,472 | ||||||||
Percentage of revenue from related parties | 21.90% | 27.60% | 15.60% | ||||||||
Managed Operators | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 26,362 | $ 25,303 | $ 26,921 | ||||||||
Percentage of revenue from related parties | 9.90% | 13.10% | 9.40% | ||||||||
Five Star | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 9,406 | $ 9,169 | $ 12,749 | ||||||||
Percentage of revenue from related parties | 3.50% | 4.70% | 4.50% | ||||||||
Sonesta | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 2,020 | $ 1,848 | $ 1,501 | ||||||||
Percentage of revenue from related parties | 0.80% | 1.00% | 0.50% | ||||||||
TA | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 14,936 | $ 14,286 | $ 12,671 | ||||||||
Percentage of revenue from related parties | 5.60% | 7.40% | 4.40% | ||||||||
Other | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 5,641 | $ 6,012 | $ 6,345 | ||||||||
Percentage of revenue from related parties | 2.10% | 3.10% | 2.20% | ||||||||
AIC | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 240 | $ 247 | $ 337 | ||||||||
Percentage of revenue from related parties | 0.10% | 0.10% | 0.10% | ||||||||
RIF | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 2,370 | $ 2,380 | $ 2,244 | ||||||||
Percentage of revenue from related parties | 0.90% | 1.20% | 0.80% | ||||||||
ABP Trust | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Revenue from related parties | $ 3,031 | $ 3,385 | $ 3,764 | ||||||||
Percentage of revenue from related parties | 1.10% | 1.80% | 1.30% |
Related Party Transactions - Ma
Related Party Transactions - Management Fees (Details) - USD ($) | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
GOV | |||
Related Party Transaction [Line Items] | |||
Shares from related party (in shares) | 30,276 | 27,103 | |
Value of shares received from related party | $ 692,000 | $ 672,000 | |
HPT | |||
Related Party Transaction [Line Items] | |||
Shares from related party (in shares) | 84,810 | 86,969 | |
Value of shares received from related party | $ 2,605,000 | $ 2,474,000 | |
SIR | |||
Related Party Transaction [Line Items] | |||
Shares from related party (in shares) | 39,927 | 23,136 | |
Value of shares received from related party | $ 982,000 | $ 668,000 | |
SNH | |||
Related Party Transaction [Line Items] | |||
Shares from related party (in shares) | 103,265 | 85,986 | |
Value of shares received from related party | $ 2,285,000 | $ 1,978,000 | |
EQC | |||
Related Party Transaction [Line Items] | |||
Shares from related party (in shares) | 0 | 90,135 | |
Value of shares received from related party | $ 0 | $ 2,354,000 | |
Managed REITs | |||
Related Party Transaction [Line Items] | |||
Value of shares received from related party | $ 0 | $ 6,564,000 | $ 8,146,000 |
Related Party Transactions - In
Related Party Transactions - Investments in Managed REITS, EQC and RIF (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
Payments to acquire shares | $ 0 | $ 46,386 | $ 0 | |
Dividends received from investment in REITs | $ 0 | 1,237 | 380 | |
Value of dividend reinvestment program | $ 22 | $ 41 | ||
HPT | ||||
Related Party Transaction [Line Items] | ||||
Shares from related party (in shares) | 84,810 | 86,969 | ||
Value of shares received from related party | $ 2,605 | $ 2,474 | ||
SIR | ||||
Related Party Transaction [Line Items] | ||||
Shares from related party (in shares) | 39,927 | 23,136 | ||
Value of shares received from related party | $ 982 | $ 668 | ||
RIF | ||||
Related Party Transaction [Line Items] | ||||
Dividend reinvestment program (in shares) | 1,068 | 2,223 | ||
Interest and other income | RMR LLC | ||||
Related Party Transaction [Line Items] | ||||
Dividends received from investment in REITs | $ 1,237 | $ 380 | ||
Common shares | HPT | Shares Received as Incentive Business Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Shares from related party (in shares) | 105,536 | |||
Value of shares received from related party | $ 2,772 | |||
Common shares | SIR | Shares Received as Incentive Business Management Fees | ||||
Related Party Transaction [Line Items] | ||||
Shares from related party (in shares) | 32,865 | |||
Value of shares received from related party | $ 891 | |||
SIR | Common shares | ||||
Related Party Transaction [Line Items] | ||||
Number of shares owned (in shares) | 500,000 | |||
Payments to acquire shares | $ 16,018 |
Related Party Transactions - Am
Related Party Transactions - Amount Due from Related Parties (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Sep. 30, 2015 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 32,616 | $ 24,432 |
Managed REITs | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 30,888 | 22,090 |
GOV | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 6,165 | 3,506 |
HPT | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 7,800 | 6,990 |
SIR | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 7,190 | 4,741 |
SNH | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 9,733 | 6,853 |
Managed Operators | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 1,007 | 2,198 |
Five Star | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 291 | 1,361 |
Sonesta | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 5 | 16 |
TA | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 711 | 821 |
Other | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 721 | 144 |
AIC | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 0 | 0 |
RIF | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 0 | 0 |
ABP Trust | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 683 | $ 122 |
Related Party Transactions - 52
Related Party Transactions - Investment in AIC (Details) - USD ($) $ in Thousands | May 09, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Nov. 14, 2016 | Jun. 05, 2015 |
Related Party Transaction [Line Items] | ||||||
Payments to acquire shares | $ 0 | $ 46,386 | $ 0 | |||
Equity in earnings of investee | 0 | 115 | 160 | |||
Management services | 226,660 | 162,326 | 218,753 | |||
Due from related parties | 32,616 | 24,432 | ||||
ABP Trust | Amount Due From Related Party include in Non-Cash Distribution | ||||||
Related Party Transaction [Line Items] | ||||||
Due from related parties | 28,306 | |||||
AIC | ||||||
Related Party Transaction [Line Items] | ||||||
Management services | 240 | 247 | 337 | |||
Unrealized gain on available for sale securities | 35 | 24 | ||||
Due from related parties | $ 0 | 0 | ||||
RMR LLC | AIC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 12.50% | |||||
Managed REITs | AIC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 12.50% | |||||
Five Star | AIC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 12.50% | |||||
TA | AIC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 12.50% | |||||
EQC | AIC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 12.50% | |||||
AIC | ||||||
Related Party Transaction [Line Items] | ||||||
Book value of ownership | 6,796 | |||||
Common stock historical basis | 6,034 | |||||
Equity in earnings of investee | $ 115 | $ 160 | ||||
AIC | ABP Trust | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 14.30% | |||||
AIC | Managed REITs | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 14.30% | |||||
AIC | Five Star | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 14.30% | |||||
AIC | TA | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 14.30% | |||||
EQC | AIC | RMR LLC, the Managed REITs, Five Star, TA | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 14.30% | |||||
Payments to acquire shares | $ 5,775 | |||||
EQC | AIC | RMR LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to acquire shares | 825 | |||||
EQC | AIC | Managed REITs | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to acquire shares | 825 | |||||
EQC | AIC | Five Star | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to acquire shares | 825 | |||||
EQC | AIC | TA | ||||||
Related Party Transaction [Line Items] | ||||||
Payments to acquire shares | $ 825 | |||||
Subsequent Event | Five Star | ABP Trust and Founders | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage by noncontrolling owners | 36.80% |
Related Party Transactions - Le
Related Party Transactions - Leases (Details) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016USD ($)operating_lease | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Related Party Transaction [Line Items] | |||
Number of operating leases | operating_lease | 33 | ||
Rental expense | $ 4,650 | $ 4,426 | $ 4,581 |
ABP Trust and Managed REIT | |||
Related Party Transaction [Line Items] | |||
Number of operating leases | operating_lease | 22 | ||
Rental expense | $ 4,213 | $ 4,120 | 3,866 |
Notice to terminate lease (in days) | 30 days | ||
EQC | |||
Related Party Transaction [Line Items] | |||
Rental expense | $ 618 |
Related Party Transactions - Up
Related Party Transactions - Up C Transaction (Details) - USD ($) $ in Thousands | Dec. 14, 2015 | Jun. 05, 2015 | Jun. 04, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | May 19, 2016 |
Related Party Transaction [Line Items] | ||||||||
Proceeds from sale of personal property | $ 0 | $ 1,335 | $ 25 | |||||
Cash consideration | 2,479 | 0 | 0 | |||||
General and administrative expense | 25,129 | 26,535 | $ 21,957 | |||||
Other assets, net of amortization | $ 190,807 | $ 181,391 | 190,807 | |||||
Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Restriction period of transferring acquired common shares (in years) | 10 years | |||||||
Managed REITs | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Term of management agreement (in years) | 20 years | |||||||
Related party consideration Up C Transaction | $ 193,806 | |||||||
Amortization of other assets | $ 9,416 | $ 2,999 | ||||||
ABP Trust | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Tax receivable agreement, percent of payment | 85.00% | |||||||
Payments pursuant to Tax Receivable Agreement | $ 905 | |||||||
Tax receivable agreement amount payable | $ 65,834 | 64,929 | ||||||
The Founders | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage contributed | 100.00% | |||||||
RMR LLC | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
General and administrative expense | $ 5,454 | |||||||
RMR LLC | ABP Trust and Managed REIT | ||||||||
Related Party Transaction [Line Items] | ||||||||
Distributions paid | 63,095 | |||||||
RMR LLC | ABP Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Distributions paid | $ 30,533 | |||||||
Managed REITs | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Closing price of common shares (in dollars per share) | $ 121,378 | |||||||
ABP Trust | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash consideration | 11,520 | |||||||
GOV | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash consideration | 3,917 | |||||||
HPT | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash consideration | 12,622 | |||||||
SIR | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash consideration | 15,880 | |||||||
SNH | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Cash consideration | $ 13,967 | |||||||
Common shares | GOV | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 700,000 | |||||||
Common shares | HPT | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 1,490,000 | |||||||
Common shares | SIR | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 880,000 | |||||||
Common shares | SNH | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 2,345,000 | |||||||
Class B-1 common shares | ABP Trust | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 1,000,000 | |||||||
Class B-2 common shares | ABP Trust | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 15,000,000 | |||||||
Class A common shares | SNH | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 5,272,787 | |||||||
Class A common shares | SIR | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 3,166,891 | |||||||
Class A common shares | HPT | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 5,019,121 | |||||||
Class A common shares | GOV | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 1,541,201 | |||||||
Class A common shares | GOV | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares outstanding | 441,056 | |||||||
Class A common shares | GOV | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 768,032 | |||||||
Class A common shares | HPT | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 2,515,344 | |||||||
Class A common shares | SIR | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 1,580,055 | |||||||
Class A common shares | SNH | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares distributed (in shares) | 2,635,379 | |||||||
Class A membership units | ABP Trust | RMR LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Shares delivered (in shares) | 15,000,000 | 30,000,000 | ||||||
Class A common shares | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares outstanding | 15,000,000 | 15,082,432 | 15,000,000 | |||||
Class A common shares | Managed REITs | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment made to acquire common shares | $ 167,764 | |||||||
Class A common shares | Managed REITs | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Payment made to acquire common shares | $ 167,764 | |||||||
Common stock shares outstanding | 15,000,000 | |||||||
Class A common shares | ABP Trust | ||||||||
Related Party Transaction [Line Items] | ||||||||
Common stock shares outstanding | 15,000,000 | |||||||
Eliminations | RMR LLC | ||||||||
Related Party Transaction [Line Items] | ||||||||
Distributions paid | $ 32,562 | |||||||
RMR, Inc | Class A common shares | Managed REITs | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage by noncontrolling owners, more than | 5.00% | |||||||
Sonesta | ABP Trust | Up C Transaction | ||||||||
Related Party Transaction [Line Items] | ||||||||
Proceeds from sale of personal property | $ 1,335 |
Related Party Transactions - Di
Related Party Transactions - Distribution and Ownership of Class A Shares (Details) - Class A common shares - shares | Dec. 14, 2015 | Sep. 30, 2016 | Jun. 05, 2015 |
GOV | |||
Related Party Transaction [Line Items] | |||
Common stock shares outstanding | 441,056 | ||
Number of shares owned (in shares) | 1,214,225 | ||
GOV | Up C Transaction | |||
Related Party Transaction [Line Items] | |||
Number of shares distributed (in shares) | 768,032 | ||
ABP Trust | |||
Related Party Transaction [Line Items] | |||
Common stock shares outstanding | 90,564 | 90,564 | |
HPT | |||
Related Party Transaction [Line Items] | |||
Number of shares owned (in shares) | 2,503,777 | ||
HPT | Up C Transaction | |||
Related Party Transaction [Line Items] | |||
Number of shares distributed (in shares) | 2,515,344 | ||
SIR | |||
Related Party Transaction [Line Items] | |||
Number of shares owned (in shares) | 1,586,836 | ||
SIR | Up C Transaction | |||
Related Party Transaction [Line Items] | |||
Number of shares distributed (in shares) | 1,580,055 | ||
SNH | |||
Related Party Transaction [Line Items] | |||
Number of shares owned (in shares) | 2,637,408 | ||
SNH | Up C Transaction | |||
Related Party Transaction [Line Items] | |||
Number of shares distributed (in shares) | 2,635,379 | ||
Adam Portnoy | Up C Transaction | |||
Related Party Transaction [Line Items] | |||
Number of shares distributed (in shares) | 9,938 | ||
Barry Portnoy | Up C Transaction | |||
Related Party Transaction [Line Items] | |||
Number of shares distributed (in shares) | 19,283 |
Related Party Transactions - Te
Related Party Transactions - Tender Offer for Shares (Details) - Subsequent Event - Common stock - Five Star | Nov. 11, 2016$ / sharesshares |
ABP Acquisition LLC | |
Related Party Transaction [Line Items] | |
Shares purchased (in shares) | 17,999,999 |
Price of share (in dollars per share) | $ / shares | $ 3 |
The Founders, ABP Trust and ABP Acquisition LLC | |
Related Party Transaction [Line Items] | |
Number of shares owned (in shares) | 18,339,621 |
Ownership percentage | 36.80% |
Related Party Transactions - Ot
Related Party Transactions - Other (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2016 | Jun. 05, 2015 | |
Related Party Transaction [Line Items] | ||||||
Interest paid | $ 0 | $ 0 | $ 144,000 | |||
Percentage of Executives' Business Time Devoted to Services to Managed Operators | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction percentage | 80.00% | |||||
Percentage of Executives' Cash Compensation Paid by Managed Operators | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction percentage | 80.00% | |||||
Directors’ and Officers Liability Insurance Policy | ||||||
Related Party Transaction [Line Items] | ||||||
Premiums paid | $ 176,000 | $ 152,000 | 147,000 | |||
Prepaid insurance for 2017 | $ 202,000 | 202,000 | ||||
Insurance policy extension (in years) | 1 year | |||||
Premium for extension of insurance policy | $ 111,000 | |||||
ABP Trust | ||||||
Related Party Transaction [Line Items] | ||||||
Advances outstanding between related parties | $ 0 | |||||
ABP Trust | RMR LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Ownership percentage | 100.00% | |||||
RMR LLC | ||||||
Related Party Transaction [Line Items] | ||||||
Loans made to RMR LLC | $ 0 | $ 0 | 57,000,000 | |||
The Founders | ||||||
Related Party Transaction [Line Items] | ||||||
Interest paid | $ 144,000 |
Related Party Transactions - 58
Related Party Transactions - Relationships Between Client Companies (Details) | Sep. 30, 2016 |
TA | HPT | |
Related Party Transaction [Line Items] | |
Ownership percentage by noncontrolling owners | 8.80% |
Five Star | SNH | |
Related Party Transaction [Line Items] | |
Ownership percentage by noncontrolling owners | 8.60% |
SIR | GOV | |
Related Party Transaction [Line Items] | |
Ownership percentage by noncontrolling owners | 27.90% |
AIC | Managed REITs | |
Related Party Transaction [Line Items] | |
Ownership percentage by noncontrolling owners | 14.30% |
Shareholders_ Equity (Details)
Shareholders’ Equity (Details) | Jun. 05, 2015USD ($)segment$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015USD ($)$ / sharesshares | Sep. 30, 2014USD ($) |
Class of Stock [Line Items] | |||||
Payments to acquire interests | $ 2,479,000 | $ 0 | $ 0 | ||
Class A common shares | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | shares | 31,000,000 | 31,600,000 | 31,000,000 | ||
Increase of par value, common stock | $ 361,585,000 | ||||
Number of votes for each share held | segment | 1 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Class B-1 common shares | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | shares | 1,000,000 | 1,000,000 | 1,000,000 | ||
Increase of par value, common stock | $ 11,520,000 | ||||
Number of votes for each share held | segment | 10 | ||||
Conversion ratio | 1 | 1 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Class B-2 common shares | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized | shares | 15,000,000 | 15,000,000 | 15,000,000 | ||
Number of votes for each share held | segment | 10 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Class A membership units | |||||
Class of Stock [Line Items] | |||||
Conversion ratio | 1 | 1 | |||
ABP Trust | Class A common shares | |||||
Class of Stock [Line Items] | |||||
Common stock shares issued | shares | 15,000,000 | ||||
Deemed distribution | $ 165,796,000 | ||||
ABP Trust | Class B-1 common shares | |||||
Class of Stock [Line Items] | |||||
Limited partner contribution | $ 11,520,000 | ||||
Common stock shares issued | shares | 1,000,000 | ||||
Increase of par value, common stock | $ 1,000 | ||||
ABP Trust | Class B-2 common shares | |||||
Class of Stock [Line Items] | |||||
Common stock shares issued | shares | 15,000,000 | ||||
Common stock, par value (in dollars per share) | $ / shares | $ 15 | ||||
Common stock historical basis | $ 1,983,000 | ||||
Managed REITs | Class A common shares | |||||
Class of Stock [Line Items] | |||||
Limited partner contribution | $ 167,764,000 | ||||
Common stock shares issued | shares | 15,000,000 | ||||
Increase of par value, common stock | $ 15,000 | ||||
2016 Plan | Class A common shares | |||||
Class of Stock [Line Items] | |||||
Shares of common stock authorized to be repurchased (in shares) | shares | 600,000 | ||||
Additional Paid In Capital | Class A common shares | |||||
Class of Stock [Line Items] | |||||
Increase of par value, common stock | $ 361,570,000 | ||||
Additional Paid In Capital | Class B-1 common shares | |||||
Class of Stock [Line Items] | |||||
Increase of par value, common stock | 11,519,000 | ||||
Additional Paid In Capital | Class B-2 common shares | |||||
Class of Stock [Line Items] | |||||
Increase of par value, common stock | $ (15,000) | ||||
Additional Paid In Capital | ABP Trust | Class B-1 common shares | |||||
Class of Stock [Line Items] | |||||
Increase of par value, common stock | $ 11,519,000 | ||||
Additional Paid In Capital | Managed REITs | Class A common shares | |||||
Class of Stock [Line Items] | |||||
Increase of par value, common stock | 361,570,000 | ||||
RMR LLC | Class B-2 common shares | |||||
Class of Stock [Line Items] | |||||
Payments to acquire interests | $ 167,764,000 |
Shareholders_ Equity - Restrict
Shareholders’ Equity - Restricted Stock Activity (Details) - Restricted Stock Awards - 2016 Plan | 12 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Number of shares | |
Unvested shares, beginning of year | shares | 0 |
Shares granted | shares | 84,700 |
Shares repurchased | shares | (2,268) |
Shares vested, net of shares repurchased | shares | (24,672) |
Unvested shares, end of year | shares | 57,760 |
Weighted Average Grant Date Fair Value | |
Unvested shares, beginning of year (in dollars per share) | $ / shares | $ 0 |
Shares granted (in dollars per share) | $ / shares | 36.55 |
Shares repurchased (in dollars per share) | $ / shares | 40.25 |
Shares vested, net of shares repurchased (in dollars per share) | $ / shares | 33.41 |
Unvested shares, end of year (in dollars per share) | $ / shares | $ 37.84 |
Shareholders_ Equity - Issuance
Shareholders’ Equity - Issuances (Details) $ / shares in Units, $ in Thousands | Sep. 15, 2016vesting_installment$ / sharesshares | Mar. 09, 2016director$ / sharesshares | Sep. 30, 2016USD ($)shares | Sep. 30, 2015USD ($)shares | Sep. 30, 2014USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Repurchase of Common Shares | $ | $ 91 | $ 0 | $ 0 | ||
General and administrative expense | $ | 25,129 | 26,535 | 21,957 | ||
Compensation and benefits expense | $ | $ 91,985 | $ 83,456 | $ 127,841 | ||
2016 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for future issuance (in shares) | 517,568 | ||||
2016 Plan | Class A common shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares acquired through withholding process (in shares) | (2,268) | ||||
Shares acquired through withholding process aggregate value | $ | $ (91) | ||||
2016 Plan | Managing Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of directors | director | 3 | ||||
2016 Plan | Managing Director | Class A common shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | 77,200 | 2,500 | |||
Shares granted (in dollars per share) | $ / shares | $ 37.84 | $ 23.27 | |||
2016 Plan | Officers and Employees | Class A common shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | 72,200 | ||||
Number of vesting installments | vesting_installment | 5 | ||||
2016 Plan | Restricted Stock Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares repurchased | 2,268 | ||||
Number of shares nonvested (in shares) | 57,760 | 0 | |||
Number of shares vested (in shares) | 24,672 | ||||
Estimated future compensation expense | $ | $ 2,186 | ||||
Weighted average period compensation expense will be recorded (in years) | 24 months | ||||
General and administrative expense | $ | $ 364 | ||||
Compensation and benefits expense | $ | $ 569 | ||||
2016 Plan | RMR LLC | Class A common shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares repurchased | 2,268 | ||||
2016 Plan | RMR LLC | Managing Director | Class A common shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares granted (in shares) | 7,500 | ||||
Tranche One | 2016 Plan | Restricted Stock Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares vested (in shares) | 14,440 | ||||
Tranche Two | 2016 Plan | Restricted Stock Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares vested (in shares) | 14,440,000 | ||||
Tranche Three | 2016 Plan | Restricted Stock Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares vested (in shares) | 14,440,000 | ||||
Tranche Four | 2016 Plan | Restricted Stock Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares vested (in shares) | 14,440,000 |
Shareholders_ Equity - Distribu
Shareholders’ Equity - Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 17, 2016 | Aug. 18, 2016 | May 19, 2016 | Dec. 15, 2015 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Class of Stock [Line Items] | ||||||||||||
Common distributions declared (in dollars per share) | $ 0.25 | $ 0.2993 | $ 0 | $ 0.5260 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Class A common shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends paid (in dollars per share) | $ 0.5260 | |||||||||||
Common stock shares outstanding | 15,082,432 | 15,000,000 | ||||||||||
Common class A and B1 | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends paid (in dollars per share) | $ 0.25 | $ 0.2993 | $ 0.25 | $ 0.25 | $ 0.25 | |||||||
Value of dividends | $ 4,002 | $ 4,791 | $ 8,416 | |||||||||
Common stock shares outstanding | 16,007,500 | 16,000,000 | ||||||||||
RMR LLC | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends paid (in dollars per share) | $ 0.2993 | |||||||||||
Value of dividends | $ 7,752 | $ 9,280 | $ 16,306 | |||||||||
Common distributions declared (in dollars per share) | $ 0.25 | |||||||||||
ABP Trust | Class A common shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Value of dividends | $ 3,750 | $ 4,489 | $ 7,890 | |||||||||
Common stock shares outstanding | 15,000,000 | |||||||||||
Subsequent Event | Common class A and B1 | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Dividends paid (in dollars per share) | $ 0.25 | |||||||||||
Value of dividends | $ 4,021 | |||||||||||
Common stock shares outstanding | 16,082,432 | |||||||||||
Subsequent Event | RMR LLC | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Value of dividends | $ 7,771 | |||||||||||
Common distributions declared (in dollars per share) | $ 0.25 | |||||||||||
Subsequent Event | ABP Trust | Class A common shares | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Value of dividends | $ 3,750 |
Per Common Share Amounts (Detai
Per Common Share Amounts (Details) | Jun. 05, 2015 | Sep. 30, 2016shares |
Class A membership units | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Adjustment for dilution of shares | 15,000,000 | |
Conversion ratio | 1 | 1 |
Weighted average number of shares outstanding, diluted (in shares) | 31,082,432 | |
Class A common shares | Class A membership units | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Membership units (in units) | 15,082,432 | |
Class B-1 common shares | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Weighted average number of shares outstanding, basic (in shares) | 1,000,000 | |
Conversion ratio | 1 | 1 |
Net Income Attributable to RM64
Net Income Attributable to RMR Inc. (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Net Income Attributable to RMR Inc. | |||||||||||
Income before income tax expense and equity in earnings of investee | $ 146,934 | $ 82,154 | $ 10,413 | ||||||||
Add: RMR Inc. franchise tax expense and interest income | 589 | 147 | |||||||||
Add: equity in earnings of investee | 0 | 115 | 160 | ||||||||
Less: incentive fee allocable to ABP Trust | (26,611) | 0 | |||||||||
Less: net income attributable to ABP Trust before June 5, 2015 | 0 | (58,580) | |||||||||
Net income before non-controlling interest | 120,912 | 23,836 | |||||||||
Less: non-controlling interest | (58,510) | (11,538) | |||||||||
Net income attributable to RMR Inc. before income tax expense | 62,402 | 12,298 | |||||||||
Less: income tax expense attributable to RMR Inc. | (24,573) | (4,848) | $ (280) | ||||||||
Less: RMR Inc. franchise tax expense and interest income | (589) | (147) | |||||||||
Net income attributable to RMR Inc. | $ 7,374 | $ 6,698 | $ 6,114 | $ 17,054 | $ 6,333 | $ 970 | $ 0 | $ 0 | $ 37,240 | $ 7,303 |
Net Income Attributable to RM65
Net Income Attributable to RMR Inc. - Additional Information (Details) - RMR LLC | 8 Months Ended |
Jun. 04, 2014 | |
Noncontrolling Interest [Line Items] | |
Percentage of income earned by noncontrolling interest | 100.00% |
ABP Trust | |
Noncontrolling Interest [Line Items] | |
Ownership percentage | 100.00% |
Cumulative Other Comprehensiv66
Cumulative Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 4 Months Ended | 8 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Jun. 05, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance beginning | $ 4,082 | $ 230,244 | $ 213,652 | $ 230,244 | $ 109,512 |
Other comprehensive income (loss) | 189 | (460) | 19 | (271) | (138) |
Balance ending | 213,652 | 4,082 | 246,391 | 213,652 | 230,244 |
Unrealized Gain (Loss) On Available For Sale Securities | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance beginning | (37) | 0 | (37) | 0 | |
Other comprehensive income (loss) before reclassifications | 0 | (54) | (37) | ||
Amounts reclassified from cumulative other comprehensive income (loss) to net income (loss) | 0 | 0 | |||
Other comprehensive income (loss) | 0 | (54) | (37) | ||
Reorganization of equity structure | 0 | ||||
Reductions for securities sold during the period | 91 | ||||
Investments distributed to ABP Trust during the period | 0 | ||||
Balance ending | 0 | 0 | 0 | (37) | |
Equity in Unrealized Gain (Loss) of An Investee | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance beginning | 56 | 0 | 56 | 32 | |
Other comprehensive income (loss) before reclassifications | 0 | 35 | 56 | ||
Amounts reclassified from cumulative other comprehensive income (loss) to net income (loss) | 0 | (32) | |||
Other comprehensive income (loss) | 0 | 35 | 24 | ||
Reorganization of equity structure | 0 | ||||
Reductions for securities sold during the period | 0 | ||||
Investments distributed to ABP Trust during the period | (91) | ||||
Balance ending | 0 | 0 | 0 | 56 | |
Foreign Currency Translation Adjustments | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance beginning | (205) | 189 | (205) | (80) | |
Other comprehensive income (loss) before reclassifications | 19 | (252) | (125) | ||
Amounts reclassified from cumulative other comprehensive income (loss) to net income (loss) | 0 | 0 | |||
Other comprehensive income (loss) | 19 | (252) | (125) | ||
Reorganization of equity structure | 646 | ||||
Reductions for securities sold during the period | 0 | ||||
Investments distributed to ABP Trust during the period | 0 | ||||
Balance ending | 189 | 208 | 189 | (205) | |
Total | |||||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||||
Balance beginning | $ (186) | 189 | (186) | (48) | |
Other comprehensive income (loss) before reclassifications | 19 | (271) | (106) | ||
Amounts reclassified from cumulative other comprehensive income (loss) to net income (loss) | 0 | (32) | |||
Other comprehensive income (loss) | 19 | (271) | (138) | ||
Reorganization of equity structure | 646 | ||||
Reductions for securities sold during the period | 91 | ||||
Investments distributed to ABP Trust during the period | (91) | ||||
Balance ending | $ 189 | $ 208 | $ 189 | $ (186) |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Contributions and expenses | $ 1,557 | $ 1,326 | $ 2,542 |
Tranche 1 | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer percent match | 100.00% | ||
Percentage of employees' gross pay | 3.00% | ||
Tranche 2 | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer percent match | 50.00% | ||
Percentage of employees' gross pay | 2.00% |
EQC Termination and Cooperati68
EQC Termination and Cooperation Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 5 Months Ended | 12 Months Ended | ||
Nov. 30, 2014 | Feb. 28, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring Cost and Reserve [Line Items] | |||||
Severance and vacation payouts | $ 1,358 | $ 116 | $ 2,330 | ||
Termination and Cooperation Agreement | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Severance and vacation payouts | $ 116 | ||||
Transition services revenue earned | $ 58 | ||||
RMR LLC | EQC | Termination and Cooperation Agreement | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Transition services fees paid | $ 1,200 | ||||
One-time Termination Benefits | Termination and Cooperation Agreement | |||||
Restructuring Cost and Reserve [Line Items] | |||||
One time termination benefits expense | $ 2,330 |
Commitments - Additional Inform
Commitments - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016USD ($)operating_lease | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Operating Leased Assets [Line Items] | |||
Number of operating leases | operating_lease | 33 | ||
Rental expense | $ 4,650 | $ 4,426 | $ 4,581 |
Non-cash straight line rent expense | 328 | $ 48 | $ 70 |
Future minimum lease payments due | 30,309 | ||
Executive offices | Affiliate of ABP Trust | |||
Operating Leased Assets [Line Items] | |||
Future minimum lease payments due | $ 26,499 | ||
Term of lease (in years) | 10 years |
Commitments - Future Minimum Le
Commitments - Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 3,957 |
2,018 | 4,027 |
2,019 | 3,647 |
2,020 | 3,227 |
2,021 | 3,134 |
Thereafter | 12,317 |
Total | $ 30,309 |
Indebtedness (Details)
Indebtedness (Details) - USD ($) | Sep. 30, 2015 | Jun. 04, 2015 | Sep. 30, 2014 |
RMR LLC | ABP Trust | |||
Line of Credit Facility [Line Items] | |||
Ownership percentage | 100.00% | ||
Line of Credit | RMR LLC | Citizens | Unsecured demand line of credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 2,000,000 | ||
Debt outstanding | 0 | ||
Line of Credit | RMR LLC | Citizens | Unconditionally guaranteed revolving lines of credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | 36,650,000 | ||
Debt outstanding | 0 | ||
Line of Credit | RMR LLC | U.S. Bank | Unconditionally guaranteed revolving lines of credit | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 57,500,000 | ||
Debt outstanding | $ 0 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2015USD ($) | Jun. 05, 2015USD ($) | Sep. 30, 2016USD ($)segment | Sep. 30, 2015USD ($) | Sep. 30, 2014USD ($) | |
Segment Reporting | |||||||||||||
Number of segments | segment | 1 | ||||||||||||
Revenues | |||||||||||||
Management services | $ 226,660 | $ 162,326 | $ 218,753 | ||||||||||
Reimbursable payroll and related costs | 37,660 | 28,230 | 64,049 | ||||||||||
Advisory services | 2,620 | 2,380 | 2,244 | ||||||||||
Total revenues | $ 56,266 | $ 52,211 | $ 48,333 | $ 110,130 | $ 48,111 | $ 48,179 | $ 49,810 | $ 46,836 | 266,940 | 192,936 | 285,046 | ||
Expenses | |||||||||||||
Compensation and benefits | 91,985 | 83,456 | 127,841 | ||||||||||
Members profit sharing | 0 | 0 | 116,000 | ||||||||||
Separation costs | 1,358 | 116 | 2,330 | ||||||||||
General and administrative | 25,129 | 26,535 | 21,957 | ||||||||||
Depreciation and amortization | 1,768 | 2,117 | 2,446 | ||||||||||
Total expenses | 120,240 | 112,224 | 270,574 | ||||||||||
Operating income | 146,700 | 80,712 | 14,472 | ||||||||||
Interest and other income | 234 | 1,732 | 497 | ||||||||||
Unrealized gains (losses) attributable to changes in fair value of stock accounted for under the fair value option | 0 | (290) | (4,556) | ||||||||||
Income before income tax expense and equity in earnings of investee | 146,934 | 82,154 | 10,413 | ||||||||||
Income tax expense | (24,573) | (4,848) | (280) | ||||||||||
Equity in earnings of investee | 0 | 115 | 160 | ||||||||||
Net income | 18,832 | $ 17,402 | $ 15,748 | $ 70,379 | 16,317 | $ 16,273 | $ 25,183 | $ 19,648 | $ 18,841 | $ 58,580 | 122,361 | 77,421 | 10,293 |
Total assets | 337,531 | 303,892 | 303,892 | 337,531 | 303,892 | 287,223 | |||||||
RMR LLC | |||||||||||||
Revenues | |||||||||||||
Management services | 226,602 | 161,903 | 217,014 | ||||||||||
Reimbursable payroll and related costs | 37,660 | 28,230 | 64,049 | ||||||||||
Total revenues | 264,262 | 190,133 | 281,063 | ||||||||||
Expenses | |||||||||||||
Compensation and benefits | 90,872 | 81,886 | 125,780 | ||||||||||
Members profit sharing | 116,000 | ||||||||||||
Separation costs | 1,358 | 116 | 2,330 | ||||||||||
General and administrative | 23,678 | 25,892 | 21,125 | ||||||||||
Depreciation and amortization | 1,703 | 2,117 | 2,446 | ||||||||||
Total expenses | 117,611 | 110,011 | 267,681 | ||||||||||
Operating income | 146,651 | 80,122 | 13,382 | ||||||||||
Interest and other income | 223 | 1,668 | 428 | ||||||||||
Unrealized gains (losses) attributable to changes in fair value of stock accounted for under the fair value option | (317) | (4,603) | |||||||||||
Income before income tax expense and equity in earnings of investee | 146,874 | 81,473 | 9,207 | ||||||||||
Income tax expense | (1) | 60 | (1) | ||||||||||
Equity in earnings of investee | 115 | 160 | |||||||||||
Net income | 146,873 | 81,648 | 9,366 | ||||||||||
Total assets | 277,802 | 255,531 | 255,531 | 277,802 | 255,531 | 281,533 | |||||||
All other operations | |||||||||||||
Revenues | |||||||||||||
Management services | 58 | 423 | 1,739 | ||||||||||
Advisory services | 2,620 | 2,380 | 2,244 | ||||||||||
Total revenues | 2,678 | 2,803 | 3,983 | ||||||||||
Expenses | |||||||||||||
Compensation and benefits | 1,113 | 1,570 | 2,061 | ||||||||||
General and administrative | 1,451 | 643 | 832 | ||||||||||
Depreciation and amortization | 65 | ||||||||||||
Total expenses | 2,629 | 2,213 | 2,893 | ||||||||||
Operating income | 49 | 590 | 1,090 | ||||||||||
Interest and other income | 11 | 64 | 69 | ||||||||||
Unrealized gains (losses) attributable to changes in fair value of stock accounted for under the fair value option | 27 | 47 | |||||||||||
Income before income tax expense and equity in earnings of investee | 60 | 681 | 1,206 | ||||||||||
Income tax expense | (24,572) | (4,908) | (279) | ||||||||||
Net income | (24,512) | (4,227) | 927 | ||||||||||
Total assets | $ 59,729 | $ 48,361 | $ 48,361 | 59,729 | 48,361 | 5,690 | |||||||
Intersegment Eliminations | |||||||||||||
Revenues | |||||||||||||
Total revenues | $ 1,806 | $ 752 | $ 1,276 |
Separation Costs (Details)
Separation Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Restructuring and Related Activities [Abstract] | |||
Separation costs | $ 1,358 | $ 116 | $ 2,330 |
Acquisition Activity (Details)
Acquisition Activity (Details) - USD ($) $ in Thousands | Aug. 05, 2016 | Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 2,479 | $ 0 | $ 0 | |||
Net carrying amount of intangible assets | $ 1,085 | 1,085 | ||||
Amortization expense | 65 | |||||
Goodwill | 2,295 | 2,295 | $ 0 | |||
Tremont Realty Capital LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 2,466 | $ 2,466 | ||||
Acquisition related costs | 840 | |||||
Duration of potential earn out (in years) | 2 years | 2 years | ||||
Contingent consideration | $ 1,270 | $ 1,270 | 1,257 | $ 1,257 | ||
Maximum value of contingent consideration | 3,979 | |||||
Payments for contingent consideration | $ 13 | |||||
Goodwill | $ 2,295 |
Acquisition Activity - Purchase
Acquisition Activity - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Aug. 05, 2016 | Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,295 | $ 0 | |||
Cash consideration | 2,479 | $ 0 | $ 0 | ||
Tremont Realty Capital LLC | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $ 2,295 | ||||
Contingent consideration | (1,270) | $ (1,270) | $ (1,257) | ||
Working capital | 291 | ||||
Cash consideration | $ 2,466 | $ 2,466 | |||
Customer relationships | Tremont Realty Capital LLC | |||||
Business Acquisition [Line Items] | |||||
Finite lived assets, useful life (in years) | 9 years 7 months 21 days | ||||
Customer relationships | $ 1,150 |
Acquisition Activity - Future A
Acquisition Activity - Future Amortization (Details) $ in Thousands | Sep. 30, 2016USD ($) |
Business Combinations [Abstract] | |
2,017 | $ 624 |
2,018 | 87 |
2,019 | 51 |
2,020 | 47 |
2,021 | $ 42 |
Selected Quarterly Financial 77
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 4 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||
Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2015 | Jun. 05, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||
Total revenues | $ 56,266 | $ 52,211 | $ 48,333 | $ 110,130 | $ 48,111 | $ 48,179 | $ 49,810 | $ 46,836 | $ 266,940 | $ 192,936 | $ 285,046 | ||
Net income | 18,832 | 17,402 | 15,748 | 70,379 | 16,317 | 16,273 | 25,183 | 19,648 | $ 18,841 | $ 58,580 | 122,361 | 77,421 | $ 10,293 |
Net income available for common shareholders | $ 7,374 | $ 6,698 | $ 6,114 | $ 17,054 | $ 6,333 | $ 970 | $ 0 | $ 0 | $ 37,240 | $ 7,303 | |||
Net income available for common shareholders per share (in dollars per share) | $ 0.46 | $ 0.42 | $ 0.38 | $ 1.07 | $ 0.40 | $ 0.06 | $ 0 | $ 0 | $ 2.33 | $ 0.46 | |||
Dividends declared (in dollars per share) | $ 0.25 | $ 0.2993 | $ 0 | $ 0.5260 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Incentive business management fee revenue | $ 62,263 |