Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Mar. 31, 2018 | May 09, 2018 | |
Entity Registrant Name | RMR Group Inc. | |
Entity Central Index Key | 1,644,378 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --09-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Class A common shares | ||
Entity Common Stock, Shares Outstanding | 15,174,463 | |
Class B-1 common shares | ||
Entity Common Stock, Shares Outstanding | 1,000,000 | |
Class B-2 common shares | ||
Entity Common Stock, Shares Outstanding | 15,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Sep. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 276,360 | $ 108,640 |
Due from related parties | 24,721 | 25,161 |
Prepaid and other current assets | 8,428 | 7,092 |
Total current assets | 309,509 | 140,893 |
Total property and equipment, net | 2,728 | 3,276 |
Due from related parties, net of current portion | 6,502 | 7,551 |
Equity method investments | 11,585 | 12,162 |
Goodwill | 1,859 | 1,859 |
Intangible assets, net of amortization | 418 | 462 |
Deferred tax asset | 25,092 | 45,541 |
Other assets, net of amortization | 167,268 | 171,975 |
Total assets | 524,961 | 383,719 |
Current liabilities: | ||
Accounts payable and accrued expenses | 50,212 | 26,414 |
Total current liabilities | 50,212 | 26,414 |
Long term portion of deferred rent payable, net of current portion | 1,117 | 1,028 |
Amounts due pursuant to tax receivable agreement, net of current portion | 34,354 | 59,063 |
Employer compensation liability, net of current portion | 6,502 | 7,551 |
Total liabilities | 92,185 | 94,056 |
Commitments and contingencies | ||
Equity: | ||
Additional paid in capital | 98,217 | 95,878 |
Retained earnings | 166,312 | 86,836 |
Cumulative other comprehensive income | 83 | 84 |
Cumulative common distributions | (41,379) | (33,298) |
Total shareholders’ equity | 223,264 | 149,531 |
Noncontrolling interest | 209,512 | 140,132 |
Total equity | 432,776 | 289,663 |
Total liabilities and equity | 524,961 | 383,719 |
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 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Sep. 30, 2017 |
Common stock, shares authorized | 15,000,000 | |
Class A common shares | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 31,600,000 | 31,600,000 |
Common stock, shares issued | 15,174,463 | 15,174,463 |
Common stock, shares outstanding | 15,174,463 | 15,174,463 |
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 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||||
Management services | $ 46,559 | $ 43,258 | $ 95,129 | $ 85,985 |
Incentive business management fees | 0 | 0 | 155,881 | 52,407 |
Reimbursable payroll related and other costs | 11,657 | 10,034 | 24,365 | 19,184 |
Advisory services | 1,065 | 1,004 | 2,447 | 2,014 |
Total revenues | 59,281 | 54,296 | 277,822 | 159,590 |
Expenses: | ||||
Compensation and benefits | 28,073 | 22,983 | 54,270 | 45,287 |
Equity based compensation | 1,217 | 1,566 | 3,938 | 2,494 |
Separation costs | 136 | 0 | 136 | 0 |
Total compensation and benefits expense | 29,426 | 24,549 | 58,344 | 47,781 |
General and administrative | 7,024 | 6,453 | 13,730 | 12,294 |
Transaction and acquisition related costs | 0 | 693 | 142 | 693 |
Depreciation and amortization | 372 | 528 | 752 | 1,083 |
Total expenses | 36,822 | 32,223 | 72,968 | 61,851 |
Operating income (loss) | 22,459 | 22,073 | 204,854 | 97,739 |
Interest and other income | 1,076 | 450 | 1,860 | 657 |
Tax receivable agreement remeasurement | 0 | 0 | 24,710 | 0 |
Income before income tax expense and equity in earnings (losses) of investee | 23,535 | 22,523 | 231,424 | 98,396 |
Income tax expense | (3,681) | (4,610) | (52,024) | (20,283) |
Federal income tax expense | 2,763 | 3,795 | 40,537 | 16,496 |
Equity in losses of investees | (212) | (165) | (434) | (165) |
Net income (loss) | 19,642 | 17,748 | 178,966 | 77,948 |
Net income attributable to noncontrolling interest | (11,286) | (10,865) | (99,490) | (47,555) |
Net income attributable to RMR Inc. | 8,356 | 6,883 | 79,476 | 30,393 |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (1) | 10 | (2) | (1) |
Other comprehensive loss | (1) | 10 | (2) | (1) |
Comprehensive income | 19,641 | 17,758 | 178,964 | 77,947 |
Comprehensive income attributable to noncontrolling interest | (11,286) | (10,870) | (99,489) | (47,555) |
Comprehensive income attributable to RMR Inc. | $ 8,355 | $ 6,888 | $ 79,475 | $ 30,392 |
Weighted average common shares outstanding - basic (in shares) | 16,069 | 16,025 | 16,064 | 16,025 |
Weighted average common shares outstanding - diluted (in shares) | 16,105 | 16,042 | 16,095 | 16,036 |
Net income attributable to RMR Inc. per common share - basic (in dollars per share) | $ 0.52 | $ 0.43 | $ 4.92 | $ 1.89 |
Net income attributable to RMR Inc. per common share - diluted (in dollars per share) | $ 0.52 | $ 0.43 | $ 4.91 | $ 1.89 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Shareholders' Equity - 6 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Total | Common sharesClass A common shares | Common sharesClass B-1 common shares | Common sharesClass B-2 common shares | Additional Paid In Capital | Retained Earnings | Cumulative Other Comprehensive Income (Loss) | Cumulative Common Distributions | Total Shareholders' Equity | Noncontrolling Interest |
Balance beginning at Sep. 30, 2017 | $ 289,663 | $ 15 | $ 1 | $ 15 | $ 95,878 | $ 86,836 | $ 84 | $ (33,298) | $ 149,531 | $ 140,132 |
Increase (Decrease) in Shareholders' Equity | ||||||||||
Share grants, net | 2,339 | 2,339 | 2,339 | |||||||
Net income | 178,966 | 79,476 | 79,476 | 99,490 | ||||||
Fees from services provided prior to the Up-C Transaction | (128) | (128) | ||||||||
Tax distributions to Member | (22,481) | (22,481) | ||||||||
Common share distributions | (15,581) | (8,081) | (8,081) | (7,500) | ||||||
Other comprehensive loss | (2) | (1) | (1) | (1) | ||||||
Balance ending at Mar. 31, 2018 | $ 432,776 | $ 15 | $ 1 | $ 15 | $ 98,217 | $ 166,312 | $ 83 | $ (41,379) | $ 223,264 | $ 209,512 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net income | $ 178,966 | $ 77,948 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 752 | 1,083 |
Straight line office rent | 89 | 138 |
Amortization expense related to other asset | 4,707 | 4,708 |
Deferred income taxes | 20,449 | 2,496 |
Operating expenses paid in RMR Inc. common shares | 2,467 | 875 |
Contingent consideration liability | (472) | (360) |
Tax receivable agreement remeasurement | (24,710) | 0 |
Distribution from equity method investments | 143 | 0 |
Equity in losses of investees | 434 | 165 |
Changes in assets and liabilities: | ||
Due from related parties | (2,347) | 1,193 |
Prepaid and other current assets | (1,336) | (2,343) |
Accounts payable and accrued expenses | 27,035 | 15,238 |
Due to related parties | 0 | 0 |
Net cash from operating activities | 206,177 | 101,141 |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (265) | (277) |
Net cash used in investing activities | (265) | (277) |
Cash Flows from Financing Activities: | ||
Distributions to noncontrolling interest | (29,981) | (25,598) |
Distributions to common shareholders | (8,081) | (8,041) |
Repurchase of common shares | (128) | 0 |
Net cash used in financing activities | (38,190) | (33,639) |
Effect of exchange rate fluctuations on cash and cash equivalents | (2) | (1) |
Increase in cash and cash equivalents | 167,720 | 67,224 |
Cash and cash equivalents at beginning of period | 108,640 | 65,833 |
Cash and cash equivalents at end of period | 276,360 | 133,057 |
Supplemental cash flow information: | ||
Income taxes paid | $ 21,380 | $ 16,551 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The RMR Group Inc., or RMR Inc., is a holding company and substantially all of its business is conducted by its majority owned subsidiary The RMR Group LLC, or RMR LLC. RMR Inc. is a Maryland corporation and RMR LLC is a Maryland limited liability company. 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. In these financial statements, unless otherwise indicated, "we", "us" and "our" refer to RMR Inc. and its direct and indirect subsidiaries, including RMR LLC. As of March 31, 2018 , RMR Inc. owns 15,174,463 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 51.9% of the economic interest of RMR LLC as of March 31, 2018 . 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. A wholly owned subsidiary of ABP Trust, a Maryland statutory trust, owns 15,000,000 redeemable Class A Units, representing 48.1% of the economic interest of RMR LLC as of March 31, 2018 , which is presented as a noncontrolling interest within the condensed consolidated financial statements. Adam D. Portnoy, one of our Managing Trustees, is ABP Trust's sole trustee and owns a majority of ABP Trust's voting shares. RMR LLC was founded in 1986 to manage public investments in real estate and, as of March 31, 2018 , 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, which primarily owns properties located throughout the United States that are majority leased to government tenants and office properties in the metropolitan Washington, D.C. market area that are leased to government and private sector tenants. Hospitality Properties Trust, or HPT, a publicly traded REIT that primarily owns hotel and travel center properties; Industrial Logistics Properties Trust, or ILPT, a publicly traded REIT that primarily owns and leases industrial and logistics properties; Select Income REIT, or SIR, a publicly traded REIT that primarily owns properties that are leased to single tenants, and Senior Housing Properties Trust, or SNH, a publicly traded REIT that primarily owns senior living, medical office and life science properties. GOV, HPT, ILPT, SIR and SNH are collectively referred to as the Managed Equity REITs. RMR LLC also provides management services to other publicly traded and private businesses, including: Five Star Senior Living 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 (ABP Trust and its subsidiaries are collectively referred to as ABP Trust). RMR Advisors LLC, or RMR Advisors, an investment adviser registered with the Securities and Exchange Commission, or SEC, was founded in 2002. RMR Advisors is a wholly owned subsidiary of RMR LLC and is the adviser 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. Tremont Realty Advisors LLC, or Tremont Advisors, an investment adviser registered with the SEC,was founded in 2016 in connection with the acquisition of certain assets of Tremont Realty Capital LLC, or the Tremont business. Tremont Advisors is a wholly owned subsidiary of RMR LLC that manages a private fund created for an institutional investor and other separately managed accounts that invest in commercial real estate debt, including secured mortgage debt, mezzanine financings and commercial real estate that may become owned by its clients. Tremont Advisors also manages Tremont Mortgage Trust, or TRMT, a publicly traded mortgage real estate investment trust that completed its initial public offering on September 18, 2017, or the TRMT IPO. TRMT focuses primarily on originating and investing in first mortgage loans secured by middle market and transitional commercial real estate. In these financial statements, we refer to the Managed Equity REITs, the Managed Operators, RIF, TRMT, AIC, ABP Trust and the clients of the Tremont business as our Client Companies. We refer to the Managed Equity REITs and TRMT collectively as the Managed REITs. The accompanying condensed consolidated financial statements of RMR Inc. are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the fiscal year ended September 30, 2017, or our Annual Report. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of results for the interim period have been included. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. Reclassifications have been made to the prior year's condensed consolidated financial statements to conform to the current year's presentation. 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. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or 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. The effective date for this ASU is for interim and annual reporting periods beginning after December 15, 2017. We plan to adopt ASU No. 2014-09 using the modified retrospective approach on October 1, 2018. We do not expect the adoption of this ASU to have a material impact on net income, though we are continuing our evaluation, most notably regarding the updated principal versus agent guidance within ASU 2014-09. 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. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The effective date for RMR will be the first day of fiscal year 2020 and we are continuing to assess the potential impact the adoption of ASU No. 2016-02 will have on our condensed 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. We are continuing to assess this guidance, but we have not historically experienced credit losses from our Client Companies and do not expect the adoption of ASU No. 2016-13 to have a material impact on our condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Mar. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Revenue Recognition Revenues from services that we provide are recognized as earned in accordance with contractual agreements. Business Management Fees—Managed Equity REITs We earn annual base business management fees from the Managed Equity REITs pursuant to business management agreements 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 lower of the Managed Equity REIT’s monthly average historical costs of assets under management and average market capitalization during the month. For purposes of these fees, a Managed Equity REIT’s assets under management do not include shares it owns of another Client Company. For the three months ended March 31, 2018 and 2017 , we earned aggregate base business management fees from the Managed Equity REITs of $29,433 and $28,413 , respectively. For the six months ended March 31, 2018 and 2017 , we earned aggregate base business management fees from the Managed Equity REITs of $60,035 and $56,173 , respectively. Incentive Business Management Fees—Managed Equity REITs We also may earn annual incentive business management fees from the Managed Equity REITs under the business management agreements. The incentive business management fees are contingent performance based fees which are only recognized when earned at the end of each respective measurement period. The incentive fees are calculated for each Managed Equity REIT as 12.0% of the product of (a) the equity market capitalization of the Managed Equity REIT, as defined in the applicable business management agreement, on the last trading day of the year immediately prior to the relevant measurement period and (b) the amount, expressed as a percentage, by which the Managed Equity REIT’s total return per share, as defined in the applicable business management agreement, exceeded the applicable 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, as adjusted for net share issuances during the period and subject to caps on the values of the incentive fees. The measurement periods for the annual incentive business management fees in respect of calendar years 2017 and 2016 were the three calendar year periods that ended on December 31, 2017 and 2016, respectively. The annual incentive business management fees for calendar 2018 will be based on the three calendar year periods ended December 31, 2018, except for ILPT, whose annual incentive business management fee will be based on a shorter period subsequent to its initial public offering (January 12, 2018 through the calendar year ended December 31, 2018). For the six months ended March 31, 2018 and 2017 , we recognized aggregate incentive business management fees earned from the Managed Equity REITs of $155,881 and $52,407 , respectively. Incentive business management fees are recognized as earned in the three months ended December 31, 2017 and 2016 as they relate to the calendar years 2017 and 2016 , respectively. 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 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 business management fees from the Managed Operators, ABP Trust and AIC of $6,466 and $6,183 for the three months ended March 31, 2018 and 2017 , respectively, and $13,338 and $12,722 for the six months ended March 31, 2018 and 2017 , respectively. Property Management Fees We earned property management fees pursuant to property management agreements with certain Client Companies. 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 of $10,510 and $8,629 for the three months ended March 31, 2018 and 2017 , respectively, and $21,368 and $16,851 for the six months ended March 31, 2018 and 2017 , respectively. Reimbursable Payroll Related and Other 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. We present certain payroll related and other cost reimbursements we receive as revenue. A significant portion of these reimbursable payroll related and other costs arise from services we provide pursuant to our property management agreements that are charged or passed through to, and paid by, tenants of our Client Companies. We realized reimbursable payroll related and other costs of $11,657 and $10,034 for the three months ended March 31, 2018 and 2017 , respectively, and $24,365 and $19,184 for the six months ended March 31, 2018 and 2017 , respectively. Our reimbursable payroll related and other costs include grants of common shares from Client Companies 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 our condensed consolidated statements of comprehensive income over the requisite service periods. We record an equal offsetting amount as equity based compensation expense for all of our payroll related and other cost revenues. We realized equity based compensation expense and related reimbursements of $180 and $1,432 for the three months ended March 31, 2018 and 2017 , respectively, and $2,335 and $2,494 for the six months ended March 31, 2018 and 2017 , respectively. Advisory Agreements, Management Agreement and Other Services to Advisory Clients 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 services revenue of $699 and $607 for the three months ended March 31, 2018 and 2017 , respectively, and $1,428 and $1,213 for the six months ended March 31, 2018 and 2017 , respectively. Tremont Advisors is compensated pursuant to its agreement with a private fund at an annual rate of 0.35% of the weighted average outstanding balance of all strategic investments, as defined in the agreement, of the private fund. Prior to January 1, 2018, the fee was set at an annual rate of 1.35% . 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 other 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 contractual preferred return. Tremont Advisors did not earn any performance fees for the three and six months ended March 31, 2018 and 2017 . Tremont Advisors is compensated pursuant to its management agreement with TRMT at an annual rate of 1.5% of TRMT's equity, as defined in the agreement. Tremont Advisors may also earn an incentive fee under this management agreement beginning in the fourth quarter of calendar year 2018 equal to the difference between: (a) the product of (i) 20% and (ii) the difference between (A) TRMT’s core earnings, as defined in the agreement, for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (B) the product of (1) TRMT’s equity in the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (2) 7% per year and (b) the sum of any incentive fees paid to Tremont Advisors with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). No incentive fee shall be payable with respect to any calendar quarter unless TRMT’s core earnings for the 12 most recently completed calendar quarters (or such lesser number of completed calendar quarters from the date of the completion of the TRMT IPO) in the aggregate is greater than zero. The incentive fee may not be less than zero. Tremont Advisors earned advisory services revenue of $366 and $397 for the three months ended March 31, 2018 and 2017 , respectively, and $1,019 and $801 for the six months ended March 31, 2018 and 2017 , respectively. The Tremont business also acts as a transaction originator for non-investment advisory clients for negotiated fees. The Tremont business earned between 0.50% and 1.0% of the aggregate principal amounts of any loans so originated. The Tremont business earned fees for such origination services of $150 and $33 for the three months ended March 31, 2018 and 2017 , respectively, and $388 and $239 for the six months ended March 31, 2018 and 2017 , respectively, which amounts are included in management services revenue in our condensed consolidated statements of comprehensive income. |
Equity Investments
Equity Investments | 6 Months Ended |
Mar. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | Equity Investments As of March 31, 2018 , Tremont Advisors owned 600,100 , or approximately 19.2% , of TRMT's common shares, with a carrying value of $11,556 and a market value, based on quoted market prices, of $7,885 ( $13.14 per share). We account for our investment in TRMT using the equity method of accounting because we are deemed to exert significant influence over, but not control, TRMT's most significant activities. Our share of net losses from our investment in TRMT included in equity in losses of investees in our condensed consolidated statements of comprehensive income for the three and six months ended March 31, 2018 was $198 and $399 , respectively. We also have a 0.5% general partnership interest in a private fund created for an institutional investor that is managed by Tremont Advisors. We account for this investment under the equity method of accounting and record our share of the investment's earnings or losses each period. As of March 31, 2018 , our investment in the private fund had a carrying value of $29 . Our share of net losses from the private fund included in equity in losses of investees in our condensed consolidated statements of comprehensive income for the three and six months ended March 31, 2018 was $14 and $35 , respectively. In addition, the private fund made distributions to its partners for which our share for the three and six months ended March 31, 2018 was $93 and $143 , respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We are 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. 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 tax consolidated subsidiaries. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act. The Tax Act significantly revised the U.S. corporate income tax system, by among other things, lowering corporate income tax rates. Since we have a September 30 fiscal year end, the lower corporate income tax rate of 21.0% will be phased in, resulting in a federal statutory tax rate of approximately 24.5% for our fiscal year ending September 30, 2018, and the new corporate income tax rate of 21.0% for subsequent fiscal years thereafter. The Tax Act reduction in the corporate income tax rate also caused us to adjust our deferred tax asset to the lower federal base rates, resulting in an increase in income tax expense of $19,817 , or $1.23 per share, for the six months ended March 31, 2018 . For the three months ended March 31, 2018 and 2017 , we recognized estimated income tax expense of $3,681 and $4,610 , respectively, which includes $2,763 and $3,795 , respectively, of U.S. federal income tax and $918 and $815 , respectively, of state income taxes. For the six months ended March 31, 2018 and 2017 , we recognized estimated income tax expense of $52,024 and $20,283 , respectively, which includes $40,537 and $16,496 , respectively, of U.S. federal income tax and $11,487 and $3,787 , respectively, of state income taxes. We will monitor future interpretations of the Tax Act as they develop and accordingly, our estimates may change. A reconciliation of the statutory income tax rate to the effective tax rate is as follows: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Income taxes computed at the federal statutory rate 24.5 % 35.0 % 24.5 % 35.0 % State taxes, net of federal benefit 2.9 % 2.4 % 2.6 % 2.5 % Tax Cuts and Jobs Act transitional impact (1) — % — % 8.6 % — % Permanent items (2) — % — % (2.6 )% — % Net income attributable to noncontrolling interest (11.8 )% (16.8 )% (10.6 )% (16.9 )% Total 15.6 % 20.6 % 22.5 % 20.6 % (1) Transitional impact is the $19,817 adjustment to our deferred tax asset due to the reduction in our corporate income tax rate under the Tax Act. (2) Permanent items include the $24,710 reduction in our liability related to the tax receivable agreement with ABP Trust discussed in Note 7. 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% likely of being realized upon settlement. As of March 31, 2018 and September 30, 2017 , we had no uncertain tax positions. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Mar. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of March 31, 2018 and September 30, 2017 , the fair values of our financial instruments, which include cash and cash equivalents, amounts due from related parties and accounts payable and accrued expenses, 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 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. Level 1 Estimates 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 March 31, 2018 and September 30, 2017 : March 31, September 30, 2018 2017 Money market funds included in cash and cash equivalents $ 275,034 $ 104,700 Current portion of due from related parties related to share based payment awards 2,251 4,910 Long term portion of due from related parties related to share based payment awards 6,502 7,551 Current portion of employer compensation liability related to share based payment awards included in accounts payable and accrued expenses 2,251 4,910 Long term portion of employer compensation liability related to share based payment awards 6,502 7,551 Level 3 Estimates 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. In August 2016, we acquired the Tremont business for total cash consideration of $2,466 , plus contingent consideration of up to an additional $1,270 payable over a two year period following the acquisition date. The contingent consideration is measured at fair value using an income approach valuation technique, specifically with probability weighted and discounted cash flows. The fair value of the contingent consideration as of March 31, 2018 and September 30, 2017 was $47 and $591 , respectively, and is included in accounts payable and accrued expenses on our condensed consolidated balance sheets. |
Related Person Transactions
Related Person Transactions | 6 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Person Transactions | Related Person Transactions Adam D. Portnoy, one of our Managing Directors, is the sole trustee of our controlling shareholder, ABP Trust, and owns a majority of ABP Trust's voting securities. As of March 31, 2018 , Adam D. Portnoy beneficially owned, in aggregate, directly and indirectly through ABP Trust, (i) 165,235 shares of Class A common stock of RMR Inc., or Class A Common Shares; (ii) all of the outstanding shares of Class B-1 common stock of RMR Inc., or Class B-1 Common Shares; (iii) all of the outstanding shares of Class B-2 common stock of RMR Inc., or Class B-2 Common Shares; and (iv) 15,000,000 Class A Units of RMR LLC. Adam D. Portnoy and Jennifer B. Clark, our other Managing Director, are also officers of ABP Trust and RMR Inc. and officers and employees of RMR LLC. Adam D. Portnoy is a Managing Trustee or Managing Director of each of the Managed REITs, Five Star and TA, and he is an owner and Director of Sonesta. Jennifer B. Clark is a Managing Trustee of SNH and a Director of Sonesta. Other officers of ours serve as Managing Trustees or Managing Directors of certain of the Managed REITs and TA. Upon completion of the ILPT initial public offering in January 2018, certain managing trustees and the executive officers of ILPT are officers and employees of us and RMR LLC. As of March 31, 2018 , GOV, HPT, SIR and SNH owned 1,214,225 , 2,503,777 , 1,586,836 and 2,637,408 of our Class A Common Shares, respectively, and Adam D. Portnoy beneficially owned, in aggregate, directly and indirectly through ABP Trust, 36.4% of Five Star’s outstanding common shares, 1.9% of GOV’s common shares, 1.5% of HPT’s outstanding common shares, less than 1% of ILPT’s outstanding common shares, 1.9% of SIR’s outstanding common shares and 1.3% of SNH’s outstanding common shares, 2.2% of RIF’s outstanding common shares and less than 1% of TA’s outstanding common shares and we owned (through Tremont Advisors) 19.2% of TRMT's outstanding common shares. All of the executive officers of the Managed REITs and AIC and many of the executive officers of the Managed Operators and RIF are also officers of RMR LLC. Additional information about our related person transactions appears in Note 8 below and in our Annual Report. Revenues from Related Parties For the three and six months ended March 31, 2018 and 2017 , we recognized total revenues from related parties as set forth in the following table: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 $ % $ % $ % $ % Managed Equity REITs: GOV $ 13,231 22.3 % $ 8,938 16.4 % $ 26,740 9.6 % $ 17,163 10.7 % HPT 10,058 17.0 % 10,792 19.9 % 96,124 34.6 % 73,520 46.1 % ILPT 2,991 5.0 % — — % 2,991 1.1 % — — % SIR 8,548 14.4 % 11,062 20.4 % 45,537 16.4 % 22,019 13.8 % SNH 14,896 25.1 % 15,156 27.9 % 86,442 31.1 % 29,780 18.7 % 49,724 83.8 % 45,948 84.6 % 257,834 92.8 % 142,482 89.3 % Managed Operators: Five Star 2,388 4.0 % 2,403 4.4 % 5,078 1.8 % 4,767 3.0 % Sonesta 696 1.2 % 531 1.0 % 1,264 0.5 % 1,074 0.7 % TA 3,484 5.9 % 3,357 6.2 % 7,255 2.6 % 7,163 4.4 % 6,568 11.1 % 6,291 11.6 % 13,597 4.9 % 13,004 8.1 % Other: ABP Trust 1,331 2.2 % 960 1.8 % 2,610 1.0 % 1,731 1.1 % AIC 60 0.1 % 60 0.1 % 120 — % 120 — % RIF 699 1.3 % 607 1.1 % 1,428 0.5 % 1,213 0.8 % TRMT 642 1.1 % — — % 1,348 0.5 % — — % 2,732 4.7 % 1,627 3.0 % 5,506 2.0 % 3,064 1.9 % Total revenues from related parties 59,024 99.6 % 53,866 99.2 % 276,937 99.7 % 158,550 99.3 % Other unrelated parties 257 0.4 % 430 0.8 % 885 0.3 % 1,040 0.7 % $ 59,281 100.0 % $ 54,296 100.0 % $ 277,822 100.0 % $ 159,590 100.0 % On December 31, 2017, RMR LLC earned incentive business management fees from HPT, SIR and SNH of $74,572 , $25,569 and $55,740 , respectively, pursuant to its business management agreements with HPT, SIR and SNH. HPT, SIR and SNH paid these incentive fees to us in January 2018. On December 31, 2016, RMR LLC earned a $52,407 incentive business management fee from HPT pursuant to its business management agreement with HPT. HPT paid this incentive fee to us in January 2017. All of these incentive fees are included in the table above. These incentive fees are calculated annually at the end of each calendar year. Amounts Due From Related Parties The following table represents amounts due from related parties: March 31, September 30, 2018 2017 Managed Equity REITs: GOV $ 7,266 $ 6,369 HPT 6,674 7,968 ILPT 1,351 — SIR 5,094 7,351 SNH 7,951 9,550 28,336 31,238 Managed Operators: Five Star 351 305 Sonesta 27 1 TA 502 444 880 750 Other Client Companies: ABP Trust 639 551 AIC 20 22 RIF 36 36 TRMT 1,312 115 2,007 724 $ 31,223 $ 32,712 Leases As of March 31, 2018 , RMR LLC leased from ABP Trust and certain Managed REITs office space for use as our headquarters and local offices. We incurred rental expense under related party leases aggregating $1,256 and $1,059 for the three months ended March 31, 2018 and 2017 , respectively, and $2,284 and $2,109 for the six months ended March 31, 2018 and 2017 , respectively. Tax Related Payments Pursuant to our tax receivable agreement with ABP Trust, RMR Inc. pays to ABP Trust 85.0% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to our dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by us as a result of the tax receivable agreement. In connection with the Tax Act and the resulting lower corporate income tax rates applicable to RMR Inc., we remeasured the amounts due pursuant to our tax receivable agreement with ABP Trust and reduced our liability by $24,710 , or $1.53 per share, which is presented on our condensed consolidated statements of comprehensive income for the six months ended March 31, 2018 as tax receivable agreement remeasurement. As of March 31, 2018 , our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $37,289 , including $2,935 classified as a current liability that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2018. 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 six months ended March 31, 2018 and 2017 , pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $46,710 and $37,500 , respectively, of which $24,229 and $19,402 , respectively, was distributed to us and $22,481 and $18,098 , respectively, was distributed to ABP Trust, based on each membership unit holder’s respective ownership percentage. The amounts distributed to us were eliminated in our condensed consolidated financial statements, and the amounts distributed to ABP Trust were recorded as a reduction of its noncontrolling interest. We used funds from these distributions to pay certain of our U.S. federal and state income tax liabilities and to pay part of our obligations under the tax receivable agreement. Other Barry M. Portnoy, a Managing Director of the Company, died on February 25, 2018. Mr. Barry Portnoy also served as a Managing Trustee or Managing Director of the Managed REITs, Managed Operators and RIF, and as a Director of Sonesta International Hotels Corporation. Pursuant to the terms of the share award agreements, upon Mr. Barry Portnoy’s death, all of his then unvested shares of The RMR Group Inc. were immediately vested; this resulted in our recognizing $466 of equity based compensation for the three months ended March 31, 2018 . On March 29, 2018, David J. Hegarty announced his resignation from his position as an Executive Vice President of RMR LLC and as president and chief operating officer of SNH effective April 30, 2018. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Hegarty on March 29, 2018. Pursuant to his retirement agreement, Mr. Hegarty will remain an employee of RMR LLC until September 30, 2018 or such earlier date as he may elect. Under Mr. Hegarty’s retirement agreement, RMR LLC will pay him a cash payment in the amount of $1,250 following his resignation as an Executive Vice President of RMR LLC on April 30, 2018 and another cash payment in the amount of $1,250 following his resignation as an employee of RMR LLC, in each case, subject to RMR LLC’s receipt of a waiver and release. We will recognize these cash payments, net of amounts previously accrued, over Mr. Hegarty's remaining service period as Executive VP of RMR LLC, with the costs presented as separation costs on our condensed consolidated statements of comprehensive income. In addition, all of our unvested Class A Common Shares previously awarded to Mr. Hegarty will fully accelerate upon the date of his retirement from RMR LLC, subject to conditions. For the three and six months ended March 31, 2018 , we recorded $136 in separation costs and $316 in equity based compensation expense related to Mr. Hegarty's retirement agreement. Pursuant to his retirement agreement, Mr. Hegarty agreed that, as long as he owns shares in us, he will vote those shares at shareholders’ meetings in favor of nominees for director and proposals recommended by our Board of Directors. RMR LLC agreed to recommend to the board of trustees or board of directors, as applicable, of each Managed Equity REIT, TA and FVE that all of the unvested shares he owns of such company will fully accelerate upon his resignation as an employee of RMR LLC, subject to conditions, and Mr. Hegarty made similar agreements, for the benefit of those companies, regarding voting of his shares of those companies. Mr. Hegarty’s retirement agreement contains other terms and conditions, including cooperation, confidentiality, non-solicitation, non-competition and other covenants, and a waiver and release. Effective December 31, 2017, Thomas M. O’Brien resigned from his position as an Executive Vice President and employee of RMR LLC and as president, chief executive officer and a managing director of TA. In connection with Mr. O’Brien’s resignation, RMR LLC and TA entered into a retirement agreement with Mr. O’Brien on November 29, 2017. Under Mr. O'Brien's retirement agreement, all 5,600 of our unvested Class A Common Shares previously awarded to Mr. O’Brien were fully accelerated on December 31, 2017, and we recorded $332 , the aggregate value of those shares on such date, as equity based compensation expense for the three months ended December 31, 2017 . Pursuant to his retirement agreement, Mr. O’Brien granted to TA or its nominee a right of first refusal in the event he determines to sell any of his shares of TA, pursuant to which TA may elect during a specified period to purchase those shares at the average closing price per share for the ten trading days preceding the date of Mr. O'Brien's written notice to TA. In the event that TA declines to exercise its purchase right, RMR LLC may elect to purchase such shares at the price offered to TA. Mr. O’Brien also agreed that, as long as he owns shares in us, he will vote those shares at shareholders’ meetings in favor of nominees for director and proposals recommended by TA's Board of Directors. Mr. O’Brien made similar agreements regarding the voting of shares he owns of each Managed Equity REIT, TA and FVE for the benefit of those companies, respectively. Mr. O’Brien’s retirement agreement contains other terms and conditions, including cooperation, confidentiality, non-solicitation, non-competition and other covenants, and a waiver and release. Mr. O’Brien’s retirement agreement also contains certain terms relating to his service as president and chief executive officer of TA and compensation payable to him by TA. |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Mar. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Distributions On November 16, 2017 , we paid a quarterly 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 $4,041 . This dividend was paid to our shareholders of record as of the close of business on October 23, 2017 . 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 $7,791 , of which $4,041 was distributed to us based on our then aggregate ownership of 16,164,066 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 February 22, 2018 , we paid a quarterly 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 $4,040 . This dividend was paid to our shareholders of record as of the close of business on January 29, 2018 . 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 $7,790 , of which $4,040 was distributed to us based on our then aggregate ownership of 16,162,338 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 April 19, 2018 , we declared a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares payable to our shareholders of record as of April 30, 2018 , in the amount of $0.25 per Class A Common Share and Class B-1 Common Share, or $4,044 . This dividend will be funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.25 per unit, or $7,794 , of which $4,044 will be distributed to us based on our expected then aggregate ownership of 16,174,463 membership units of RMR LLC and $3,750 will be distributed to ABP Trust based on its ownership of 15,000,000 membership units of RMR LLC. We expect to pay this dividend on or about May 17, 2018 . Repurchases On January 2, 2018, we purchased 1,728 of our common shares valued at $59.30 per common share, the closing price of our common shares on Nasdaq on January 2, 2018, from a former employee of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. The aggregate value of the withheld and repurchased shares was $103 , which is reflected as a decrease to shareholders' equity in our condensed consolidated balance sheet. In connection with the acquisition of 1,728 Class A Common Shares, and as required by the RMR LLC operating agreement, RMR LLC concurrently acquired 1,728 Class A Units from RMR Inc. On March 28, 2018, we purchased 375 of our common shares valued at $69.10 per common share, the closing price of our common shares on Nasdaq on March 28, 2018, from one of our directors in satisfaction of tax withholding and payment obligations in connection with the issuance of awards of our common shares. The aggregate value of the withheld and repurchased shares was $25 , which is reflected as a decrease to shareholders' equity in our condensed consolidated balance sheet. In connection with the acquisition of 375 Class A Common Shares, and as required by the RMR LLC operating agreement, RMR LLC concurrently acquired 375 Class A Units from RMR Inc. |
Per Common Share Amounts
Per Common Share Amounts | 6 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Per Common Share Amounts | 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 outstanding Class A Common Shares and our Class B-1 Common Shares during the applicable periods. Our Class B-2 Common Shares, which are paired with ABP Trust’s Class A Units, have no independent economic interest in RMR Inc. and thus are not included as common shares outstanding for purposes of calculating our net income attributable to RMR Inc. per share. Unvested Class A Common Shares granted to our employees are deemed participating securities for purposes of calculating earnings per common share, as they have dividend rights. We calculate earnings per share using the two-class method. Under the two-class method, we allocate earnings proportionately to vested Class A Common Shares and Class B-1 Common Shares outstanding and unvested Class A Common Shares outstanding for the period. Earnings attributable to unvested Class A Common Shares are excluded from earnings per share under the two-class method as reflected in our condensed consolidated statements of comprehensive income. The calculation of basic and diluted earnings per share is as follows: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Basic EPS Numerator: Net income attributable to RMR Inc. $ 8,356 $ 6,883 $ 79,476 $ 30,393 Income attributable to unvested participating securities (49 ) (14 ) (487 ) (29 ) Net income attributable to RMR Inc. used in calculating basic EPS $ 8,307 $ 6,869 $ 78,989 $ 30,364 Denominator: Weighted average common shares outstanding - basic 16,069 16,025 16,064 16,025 Net income attributable to RMR Inc. per common share - basic $ 0.52 $ 0.43 $ 4.92 $ 1.89 Diluted EPS Numerator: Net income attributable to RMR Inc. $ 8,356 $ 6,883 $ 79,476 $ 30,393 Income attributable to unvested participating securities (49 ) (14 ) (487 ) (29 ) Net income attributable to RMR Inc. used in calculating diluted EPS $ 8,307 $ 6,869 $ 78,989 $ 30,364 Denominator: Weighted average common shares outstanding - basic 16,069 16,025 16,064 16,025 Dilutive effect of incremental unvested shares 36 17 31 11 Weighted average common shares outstanding - diluted 16,105 16,042 16,095 16,036 Net income attributable to RMR Inc. per common share - diluted $ 0.52 $ 0.43 $ 4.91 $ 1.89 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 Shares “paired” with such unit is cancelled for no additional consideration. If all outstanding Class A Units that we do not own had been redeemed for our Class A Common Shares in the periods presented, our Class A Common Shares outstanding as of March 31, 2018 , would have been 30,174,463 . 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 periods 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 | 6 Months Ended |
Mar. 31, 2018 | |
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 three and six months ended March 31, 2018 and 2017 , is calculated as follows: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Income before income tax expense and equity in losses of investees $ 23,535 $ 22,523 $ 231,424 $ 98,396 Add: RMR Inc. franchise tax expense and interest income 125 155 284 309 Less: tax receivable agreement remeasurement — — (24,710 ) — Less: equity in losses of investees (212 ) (165 ) (434 ) (165 ) Less: fees from services provided prior to the UP-C Transaction — — (128 ) — Net income before noncontrolling interest 23,448 22,513 206,436 98,540 Less: noncontrolling interest (11,286 ) (10,865 ) (99,362 ) (47,555 ) Net income attributable to RMR Inc. before income tax expense 12,162 11,648 107,074 50,985 Add: tax receivable agreement remeasurement — — 24,710 — Less: income tax expense attributable to RMR Inc. (3,681 ) (4,610 ) (52,024 ) (20,283 ) Less: RMR Inc. franchise tax expense and interest income (125 ) (155 ) (284 ) (309 ) Net income attributable to RMR Inc. $ 8,356 $ 6,883 $ 79,476 $ 30,393 |
Segment Reporting
Segment Reporting | 6 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting We have one separately reportable business segment, which is RMR LLC. In the tables below, our All Other Operations includes the operations of RMR Inc., RMR Advisors and Tremont Advisors. Three Months Ended March 31, 2018 All Other RMR LLC (1) Operations Total Revenues: Management services $ 46,559 $ — $ 46,559 Reimbursable payroll related and other costs 11,026 631 11,657 Advisory services — 1,065 1,065 Total revenues 57,585 1,696 59,281 Expenses: Compensation and benefits 26,620 1,453 28,073 Equity based compensation 1,204 13 1,217 Separation costs 136 — 136 Total compensation and benefits expense 27,960 1,466 29,426 General and administrative 6,022 1,002 7,024 Depreciation and amortization 350 22 372 Total expenses 34,332 2,490 36,822 Operating income (loss) 23,253 (794 ) 22,459 Interest and other income 999 77 1,076 Income (loss) before income tax expense and equity in losses of investees 24,252 (717 ) 23,535 Income tax expense — (3,681 ) (3,681 ) Equity in losses of investees 13 (225 ) (212 ) Net income (loss) $ 24,265 $ (4,623 ) $ 19,642 Total Assets: $ 463,931 $ 61,030 $ 524,961 (1) Intersegment revenues of $954 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the condensed consolidated financial statements. Six Months Ended March 31, 2018 All Other RMR LLC (1) Operations Total Revenues: Management services $ 95,129 $ — $ 95,129 Incentive business management fees 155,881 — 155,881 Reimbursable payroll related and other costs 23,115 1,250 24,365 Advisory services — 2,447 2,447 Total revenues 274,125 3,697 277,822 Expenses: Compensation and benefits 51,368 2,902 54,270 Equity based compensation 3,911 27 3,938 Separation costs 136 — 136 Total compensation and benefits expense 55,415 2,929 58,344 General and administrative 11,678 2,052 13,730 Transaction and acquisition related costs — 142 142 Depreciation and amortization 708 44 752 Total expenses 67,801 5,167 72,968 Operating income (loss) 206,324 (1,470 ) 204,854 Interest and other income 1,725 135 1,860 Tax receivable agreement remeasurement — 24,710 24,710 Income before income tax expense and equity in losses of investees 208,049 23,375 231,424 Income tax expense — (52,024 ) (52,024 ) Equity in losses of investees $ 34 $ (468 ) $ (434 ) Net income (loss) $ 208,083 $ (29,117 ) $ 178,966 Total Assets: $ 463,931 $ 61,030 $ 524,961 (1) Intersegment revenues of $1,907 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the condensed consolidated financial statements. Three Months Ended March 31, 2017 All Other RMR LLC (1) Operations Total Revenues: Management services $ 43,258 $ — $ 43,258 Reimbursable payroll related and other costs 10,034 — 10,034 Advisory services — 1,004 1,004 Total revenues 53,292 1,004 54,296 Expenses: Compensation and benefits 22,500 483 22,983 Equity based compensation 1,566 — 1,566 Total compensation and benefits expense 24,066 483 24,549 General and administrative 6,099 354 6,453 Transaction and acquisition related costs 693 — 693 Depreciation and amortization 382 146 528 Total expenses 31,240 983 32,223 Operating income (loss) 22,052 21 22,073 Interest and other income 181 269 450 Income (loss) before income tax expense and equity in losses of investees 22,233 290 22,523 Income tax expense — (4,610 ) (4,610 ) Equity in losses of investees $ — $ (165 ) $ (165 ) Net income (loss) $ 22,233 $ (4,485 ) $ 17,748 Total Assets: $ 335,364 $ 60,225 $ 395,589 (1) Intersegment revenues of $120 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the condensed consolidated financial statements. Six Months Ended March 31, 2017 All Other RMR LLC (1) Operations Total Revenues: Management services $ 85,985 $ — $ 85,985 Incentive business management fees 52,407 — 52,407 Reimbursable payroll related and other costs 19,184 — 19,184 Advisory services — 2,014 2,014 Total revenues 157,576 2,014 159,590 Expenses: Compensation and benefits 44,260 1,027 45,287 Equity based compensation 2,494 — 2,494 Total compensation and benefits expense 46,754 1,027 47,781 General and administrative 11,789 505 12,294 Transaction and acquisition related costs 693 — 693 Depreciation and amortization 751 332 1,083 Total expenses 59,987 1,864 61,851 Operating income (loss) 97,589 150 97,739 Interest and other income 280 377 657 Income before income tax expense and equity in losses of investees 97,869 527 98,396 Income tax expense — (20,283 ) (20,283 ) Equity in losses of investees $ — $ (165 ) $ (165 ) Net income (loss) $ 97,869 $ (19,921 ) $ 77,948 Total Assets: $ 335,364 $ 60,225 $ 395,589 (1) Intersegment revenues of $651 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the condensed consolidated financial statements. |
Recent Accounting Pronounceme18
Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board, or 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. The effective date for this ASU is for interim and annual reporting periods beginning after December 15, 2017. We plan to adopt ASU No. 2014-09 using the modified retrospective approach on October 1, 2018. We do not expect the adoption of this ASU to have a material impact on net income, though we are continuing our evaluation, most notably regarding the updated principal versus agent guidance within ASU 2014-09. 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. ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. The effective date for RMR will be the first day of fiscal year 2020 and we are continuing to assess the potential impact the adoption of ASU No. 2016-02 will have on our condensed 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. We are continuing to assess this guidance, but we have not historically experienced credit losses from our Client Companies and do not expect the adoption of ASU No. 2016-13 to have a material impact on our condensed consolidated financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of reconciliation of the statutory income tax rate to the effective tax rate | A reconciliation of the statutory income tax rate to the effective tax rate is as follows: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Income taxes computed at the federal statutory rate 24.5 % 35.0 % 24.5 % 35.0 % State taxes, net of federal benefit 2.9 % 2.4 % 2.6 % 2.5 % Tax Cuts and Jobs Act transitional impact (1) — % — % 8.6 % — % Permanent items (2) — % — % (2.6 )% — % Net income attributable to noncontrolling interest (11.8 )% (16.8 )% (10.6 )% (16.9 )% Total 15.6 % 20.6 % 22.5 % 20.6 % (1) Transitional impact is the $19,817 adjustment to our deferred tax asset due to the reduction in our corporate income tax rate under the Tax Act. (2) Permanent items include the $24,710 reduction in our liability related to the tax receivable agreement with ABP Trust discussed in Note 7. |
Fair Value of Financial Instr20
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018 and September 30, 2017 : March 31, September 30, 2018 2017 Money market funds included in cash and cash equivalents $ 275,034 $ 104,700 Current portion of due from related parties related to share based payment awards 2,251 4,910 Long term portion of due from related parties related to share based payment awards 6,502 7,551 Current portion of employer compensation liability related to share based payment awards included in accounts payable and accrued expenses 2,251 4,910 Long term portion of employer compensation liability related to share based payment awards 6,502 7,551 |
Related Person Transactions (Ta
Related Person Transactions (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | For the three and six months ended March 31, 2018 and 2017 , we recognized total revenues from related parties as set forth in the following table: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 $ % $ % $ % $ % Managed Equity REITs: GOV $ 13,231 22.3 % $ 8,938 16.4 % $ 26,740 9.6 % $ 17,163 10.7 % HPT 10,058 17.0 % 10,792 19.9 % 96,124 34.6 % 73,520 46.1 % ILPT 2,991 5.0 % — — % 2,991 1.1 % — — % SIR 8,548 14.4 % 11,062 20.4 % 45,537 16.4 % 22,019 13.8 % SNH 14,896 25.1 % 15,156 27.9 % 86,442 31.1 % 29,780 18.7 % 49,724 83.8 % 45,948 84.6 % 257,834 92.8 % 142,482 89.3 % Managed Operators: Five Star 2,388 4.0 % 2,403 4.4 % 5,078 1.8 % 4,767 3.0 % Sonesta 696 1.2 % 531 1.0 % 1,264 0.5 % 1,074 0.7 % TA 3,484 5.9 % 3,357 6.2 % 7,255 2.6 % 7,163 4.4 % 6,568 11.1 % 6,291 11.6 % 13,597 4.9 % 13,004 8.1 % Other: ABP Trust 1,331 2.2 % 960 1.8 % 2,610 1.0 % 1,731 1.1 % AIC 60 0.1 % 60 0.1 % 120 — % 120 — % RIF 699 1.3 % 607 1.1 % 1,428 0.5 % 1,213 0.8 % TRMT 642 1.1 % — — % 1,348 0.5 % — — % 2,732 4.7 % 1,627 3.0 % 5,506 2.0 % 3,064 1.9 % Total revenues from related parties 59,024 99.6 % 53,866 99.2 % 276,937 99.7 % 158,550 99.3 % Other unrelated parties 257 0.4 % 430 0.8 % 885 0.3 % 1,040 0.7 % $ 59,281 100.0 % $ 54,296 100.0 % $ 277,822 100.0 % $ 159,590 100.0 % The following table represents amounts due from related parties: March 31, September 30, 2018 2017 Managed Equity REITs: GOV $ 7,266 $ 6,369 HPT 6,674 7,968 ILPT 1,351 — SIR 5,094 7,351 SNH 7,951 9,550 28,336 31,238 Managed Operators: Five Star 351 305 Sonesta 27 1 TA 502 444 880 750 Other Client Companies: ABP Trust 639 551 AIC 20 22 RIF 36 36 TRMT 1,312 115 2,007 724 $ 31,223 $ 32,712 |
Per Common Share Amounts (Table
Per Common Share Amounts (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method | The calculation of basic and diluted earnings per share is as follows: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Basic EPS Numerator: Net income attributable to RMR Inc. $ 8,356 $ 6,883 $ 79,476 $ 30,393 Income attributable to unvested participating securities (49 ) (14 ) (487 ) (29 ) Net income attributable to RMR Inc. used in calculating basic EPS $ 8,307 $ 6,869 $ 78,989 $ 30,364 Denominator: Weighted average common shares outstanding - basic 16,069 16,025 16,064 16,025 Net income attributable to RMR Inc. per common share - basic $ 0.52 $ 0.43 $ 4.92 $ 1.89 Diluted EPS Numerator: Net income attributable to RMR Inc. $ 8,356 $ 6,883 $ 79,476 $ 30,393 Income attributable to unvested participating securities (49 ) (14 ) (487 ) (29 ) Net income attributable to RMR Inc. used in calculating diluted EPS $ 8,307 $ 6,869 $ 78,989 $ 30,364 Denominator: Weighted average common shares outstanding - basic 16,069 16,025 16,064 16,025 Dilutive effect of incremental unvested shares 36 17 31 11 Weighted average common shares outstanding - diluted 16,105 16,042 16,095 16,036 Net income attributable to RMR Inc. per common share - diluted $ 0.52 $ 0.43 $ 4.91 $ 1.89 |
Schedule of Earnings Per Share, Basic, by Common Class, Including Two Class Method | The calculation of basic and diluted earnings per share is as follows: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Basic EPS Numerator: Net income attributable to RMR Inc. $ 8,356 $ 6,883 $ 79,476 $ 30,393 Income attributable to unvested participating securities (49 ) (14 ) (487 ) (29 ) Net income attributable to RMR Inc. used in calculating basic EPS $ 8,307 $ 6,869 $ 78,989 $ 30,364 Denominator: Weighted average common shares outstanding - basic 16,069 16,025 16,064 16,025 Net income attributable to RMR Inc. per common share - basic $ 0.52 $ 0.43 $ 4.92 $ 1.89 Diluted EPS Numerator: Net income attributable to RMR Inc. $ 8,356 $ 6,883 $ 79,476 $ 30,393 Income attributable to unvested participating securities (49 ) (14 ) (487 ) (29 ) Net income attributable to RMR Inc. used in calculating diluted EPS $ 8,307 $ 6,869 $ 78,989 $ 30,364 Denominator: Weighted average common shares outstanding - basic 16,069 16,025 16,064 16,025 Dilutive effect of incremental unvested shares 36 17 31 11 Weighted average common shares outstanding - diluted 16,105 16,042 16,095 16,036 Net income attributable to RMR Inc. per common share - diluted $ 0.52 $ 0.43 $ 4.91 $ 1.89 |
Net Income Attributable to RM23
Net Income Attributable to RMR Inc (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Net Income Attributable to RMR Inc. | |
Schedule of net income attributable to parent | Net income attributable to RMR Inc. for the three and six months ended March 31, 2018 and 2017 , is calculated as follows: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 Income before income tax expense and equity in losses of investees $ 23,535 $ 22,523 $ 231,424 $ 98,396 Add: RMR Inc. franchise tax expense and interest income 125 155 284 309 Less: tax receivable agreement remeasurement — — (24,710 ) — Less: equity in losses of investees (212 ) (165 ) (434 ) (165 ) Less: fees from services provided prior to the UP-C Transaction — — (128 ) — Net income before noncontrolling interest 23,448 22,513 206,436 98,540 Less: noncontrolling interest (11,286 ) (10,865 ) (99,362 ) (47,555 ) Net income attributable to RMR Inc. before income tax expense 12,162 11,648 107,074 50,985 Add: tax receivable agreement remeasurement — — 24,710 — Less: income tax expense attributable to RMR Inc. (3,681 ) (4,610 ) (52,024 ) (20,283 ) Less: RMR Inc. franchise tax expense and interest income (125 ) (155 ) (284 ) (309 ) Net income attributable to RMR Inc. $ 8,356 $ 6,883 $ 79,476 $ 30,393 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 6 Months Ended |
Mar. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Three Months Ended March 31, 2017 All Other RMR LLC (1) Operations Total Revenues: Management services $ 43,258 $ — $ 43,258 Reimbursable payroll related and other costs 10,034 — 10,034 Advisory services — 1,004 1,004 Total revenues 53,292 1,004 54,296 Expenses: Compensation and benefits 22,500 483 22,983 Equity based compensation 1,566 — 1,566 Total compensation and benefits expense 24,066 483 24,549 General and administrative 6,099 354 6,453 Transaction and acquisition related costs 693 — 693 Depreciation and amortization 382 146 528 Total expenses 31,240 983 32,223 Operating income (loss) 22,052 21 22,073 Interest and other income 181 269 450 Income (loss) before income tax expense and equity in losses of investees 22,233 290 22,523 Income tax expense — (4,610 ) (4,610 ) Equity in losses of investees $ — $ (165 ) $ (165 ) Net income (loss) $ 22,233 $ (4,485 ) $ 17,748 Total Assets: $ 335,364 $ 60,225 $ 395,589 (1) Intersegment revenues of $120 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the condensed consolidated financial statements. Six Months Ended March 31, 2017 All Other RMR LLC (1) Operations Total Revenues: Management services $ 85,985 $ — $ 85,985 Incentive business management fees 52,407 — 52,407 Reimbursable payroll related and other costs 19,184 — 19,184 Advisory services — 2,014 2,014 Total revenues 157,576 2,014 159,590 Expenses: Compensation and benefits 44,260 1,027 45,287 Equity based compensation 2,494 — 2,494 Total compensation and benefits expense 46,754 1,027 47,781 General and administrative 11,789 505 12,294 Transaction and acquisition related costs 693 — 693 Depreciation and amortization 751 332 1,083 Total expenses 59,987 1,864 61,851 Operating income (loss) 97,589 150 97,739 Interest and other income 280 377 657 Income before income tax expense and equity in losses of investees 97,869 527 98,396 Income tax expense — (20,283 ) (20,283 ) Equity in losses of investees $ — $ (165 ) $ (165 ) Net income (loss) $ 97,869 $ (19,921 ) $ 77,948 Total Assets: $ 335,364 $ 60,225 $ 395,589 (1) Intersegment revenues of $651 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the condensed consolidated financial statements. Three Months Ended March 31, 2018 All Other RMR LLC (1) Operations Total Revenues: Management services $ 46,559 $ — $ 46,559 Reimbursable payroll related and other costs 11,026 631 11,657 Advisory services — 1,065 1,065 Total revenues 57,585 1,696 59,281 Expenses: Compensation and benefits 26,620 1,453 28,073 Equity based compensation 1,204 13 1,217 Separation costs 136 — 136 Total compensation and benefits expense 27,960 1,466 29,426 General and administrative 6,022 1,002 7,024 Depreciation and amortization 350 22 372 Total expenses 34,332 2,490 36,822 Operating income (loss) 23,253 (794 ) 22,459 Interest and other income 999 77 1,076 Income (loss) before income tax expense and equity in losses of investees 24,252 (717 ) 23,535 Income tax expense — (3,681 ) (3,681 ) Equity in losses of investees 13 (225 ) (212 ) Net income (loss) $ 24,265 $ (4,623 ) $ 19,642 Total Assets: $ 463,931 $ 61,030 $ 524,961 (1) Intersegment revenues of $954 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the condensed consolidated financial statements. Six Months Ended March 31, 2018 All Other RMR LLC (1) Operations Total Revenues: Management services $ 95,129 $ — $ 95,129 Incentive business management fees 155,881 — 155,881 Reimbursable payroll related and other costs 23,115 1,250 24,365 Advisory services — 2,447 2,447 Total revenues 274,125 3,697 277,822 Expenses: Compensation and benefits 51,368 2,902 54,270 Equity based compensation 3,911 27 3,938 Separation costs 136 — 136 Total compensation and benefits expense 55,415 2,929 58,344 General and administrative 11,678 2,052 13,730 Transaction and acquisition related costs — 142 142 Depreciation and amortization 708 44 752 Total expenses 67,801 5,167 72,968 Operating income (loss) 206,324 (1,470 ) 204,854 Interest and other income 1,725 135 1,860 Tax receivable agreement remeasurement — 24,710 24,710 Income before income tax expense and equity in losses of investees 208,049 23,375 231,424 Income tax expense — (52,024 ) (52,024 ) Equity in losses of investees $ 34 $ (468 ) $ (434 ) Net income (loss) $ 208,083 $ (29,117 ) $ 178,966 Total Assets: $ 463,931 $ 61,030 $ 524,961 (1) Intersegment revenues of $1,907 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the condensed consolidated financial statements. |
Basis of Presentation (Details)
Basis of Presentation (Details) | 6 Months Ended |
Mar. 31, 2018shares | |
Class B membership units | |
Related Party Transaction [Line Items] | |
Membership units (in units) | 1,000,000 |
RMR LLC | |
Related Party Transaction [Line Items] | |
Ownership percentage | 51.90% |
Class A common shares | Class A membership units | |
Related Party Transaction [Line Items] | |
Membership units (in units) | 15,174,463 |
Capital Unit Redeemable Class A Units | ABP Trust | |
Related Party Transaction [Line Items] | |
Membership units (in units) | 15,000,000 |
Ownership percentage | 48.10% |
Revenue Recognition - Managed E
Revenue Recognition - Managed Equity REITs (Details) - Managed REITs - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Business Management and Incentive Fees | ||||
Business management fees as a percentage of transferred real estate assets | 0.50% | |||
Business management fees as a percentage of average invested capital below the threshold limit | 0.70% | |||
Maximum threshold amount for calculating the business management fees | $ 250,000 | $ 250,000 | ||
Business management fees as a percentage of average invested capital above the threshold limit | 0.50% | |||
Minimum threshold amount for calculating the business management fees | 250,000 | $ 250,000 | ||
Business management fees as a percent of average market capitalization below the threshold limit | 0.70% | |||
Business management fees as a percent of average market capitalization above the threshold limit | 0.50% | |||
Contingent incentive business management fee percentage | 12.00% | |||
Measurement period for calculating the annual incentive fee | 3 years | 3 years | ||
Aggregate base business management fees | $ 29,433 | $ 28,413 | $ 60,035 | $ 56,173 |
Aggregate incentive business management fees | $ 155,881 | $ 52,407 |
Revenue Recognition - Business
Revenue Recognition - Business Management Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Managed Operators, ABP Trust and AIC | ||||
Related Party Transaction [Line Items] | ||||
Business management fee percent based on management agreements | 0.60% | |||
Aggregate business management fees | $ 6,466 | $ 6,183 | $ 13,338 | $ 12,722 |
AIC | ||||
Related Party Transaction [Line Items] | ||||
Business management fee percent based on total premiums paid | 3.00% |
Revenue Recognition - Property
Revenue Recognition - Property Management Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | ||||
Property management fee percent based on gross collected rents | 3.00% | |||
Property management fee percent based on the cost of construction | 5.00% | |||
Aggregate property management fees | $ 10,510 | $ 8,629 | $ 21,368 | $ 16,851 |
Revenue Recognition - Reimbursa
Revenue Recognition - Reimbursable Payroll Related and Other Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Deferred Revenue Disclosure [Abstract] | ||||
Reimbursable payroll related and other costs | $ 11,657 | $ 10,034 | $ 24,365 | $ 19,184 |
Equity based compensation expense and related reimbursements | $ 180 | $ 1,432 | $ 2,335 | $ 2,494 |
Revenue Recognition - Advisory
Revenue Recognition - Advisory Agreements (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Related Party Transaction [Line Items] | ||||||
Advisory fees | $ 1,065 | $ 1,004 | $ 2,447 | $ 2,014 | ||
Management services revenue | 46,559 | 43,258 | $ 95,129 | 85,985 | ||
RIF | ||||||
Related Party Transaction [Line Items] | ||||||
Advisory fee percent | 0.85% | |||||
RMR Advisors and Tremont Advisors | ||||||
Related Party Transaction [Line Items] | ||||||
Advisory fees | 699 | 607 | $ 1,428 | 1,213 | ||
Tremont Advisors | ||||||
Related Party Transaction [Line Items] | ||||||
Advisory fees | 366 | 397 | 1,019 | 801 | ||
Management services revenue | $ 150 | $ 33 | $ 388 | $ 239 | ||
Tremont Advisors | ||||||
Related Party Transaction [Line Items] | ||||||
Advisory fee percentage based on weighted average outstanding balance of strategic investments | 1.35% | 0.35% | ||||
Advisory fee percentage based on outstanding principal balance of outstanding loans | 0.50% | |||||
Business management fee percent based on management agreements | 1.50% | |||||
Minimum | Tremont Advisors | ||||||
Related Party Transaction [Line Items] | ||||||
Advisory fee percentage based on aggregate principal amounts of loan originate | 0.50% | |||||
Maximum | Tremont Advisors | ||||||
Related Party Transaction [Line Items] | ||||||
Advisory fee percentage based on aggregate principal amounts of loan originate | 1.00% | |||||
Forecast | Tremont Advisors | ||||||
Related Party Transaction [Line Items] | ||||||
Advisory fee percent | 20.00% | |||||
Advisory fee percentage | 7.00% |
Equity Investments (Details)
Equity Investments (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 28, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2017 |
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | $ 11,585 | $ 11,585 | $ 12,162 | |||
Equity in losses of investees | 212 | $ 165 | 434 | $ 165 | ||
Tremont Mortgage Trust | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Equity method investments | 29 | 29 | ||||
Equity in losses of investees | $ 14 | $ 93 | $ 35 | $ 143 | ||
Tremont Realty Capital LLC | General Partner | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Ownership percentage acquired | 0.50% | |||||
Tremont Advisors | Tremont Mortgage Trust | ||||||
Schedule of Equity Method Investments [Line Items] | ||||||
Number of shares owned (in shares) | 600,100 | 600,100 | ||||
Equity method investment ownership percentage | 19.20% | 19.20% | ||||
Equity method investments | $ 11,556 | $ 11,556 | ||||
Quoted market value | $ 7,885 | $ 7,885 | ||||
Quoted market value (in dollars per share) | $ 13.14 | $ 13.14 | ||||
Equity in losses of investees | $ 198 | $ 399 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Sep. 30, 2018 | |
Income Tax Contingency [Line Items] | |||||
Income taxes computed at the federal statutory rate | 24.50% | 35.00% | 24.50% | 35.00% | |
Income tax expense | $ 3,681 | $ 4,610 | $ 52,024 | $ 20,283 | |
Net income attributable to RMR Inc. per common share - basic (in dollars per share) | $ 0.52 | $ 0.43 | $ 4.92 | $ 1.89 | |
Federal income tax expense | $ 2,763 | $ 3,795 | $ 40,537 | $ 16,496 | |
State income tax expense | 918 | 815 | (11,487) | (3,787) | |
Tax receivable agreement remeasurement | 0 | $ 0 | 24,710 | $ 0 | |
Adjustment For Tax Cuts And Jobs Act | |||||
Income Tax Contingency [Line Items] | |||||
Income tax expense | $ 19,817 | ||||
Net income attributable to RMR Inc. per common share - basic (in dollars per share) | $ 1.23 | ||||
Forecast | |||||
Income Tax Contingency [Line Items] | |||||
Income taxes computed at the federal statutory rate | 24.50% | ||||
ABP Trust | |||||
Income Tax Contingency [Line Items] | |||||
Tax receivable agreement remeasurement | $ 24,710 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Rate (Details) | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Income taxes computed at the federal statutory rate | 24.50% | 35.00% | 24.50% | 35.00% |
State taxes, net of federal benefit | 2.90% | 2.40% | 2.60% | 2.50% |
Tax Cuts and Jobs Act transitional impact | 0.00% | 0.00% | 8.60% | 0.00% |
Permanent items | (0.00%) | (0.00%) | (2.60%) | (0.00%) |
Net income attributable to noncontrolling interest | (11.80%) | (16.80%) | (10.60%) | (16.90%) |
Total | 15.60% | 20.60% | 22.50% | 20.60% |
Fair Value of Financial Instr34
Fair Value of Financial Instruments (Details) - Recurring basis - Level 1 - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 31, 2017 |
Schedule of assets and liabilities measured at fair value | ||
Money market funds included in cash and cash equivalents | $ 275,034 | $ 104,700 |
Current portion of due from related parties related to share based payment awards | 2,251 | 4,910 |
Long term portion of due from related parties related to share based payment awards | 6,502 | 7,551 |
Current portion of employer compensation liability related to share based payment awards included in accounts payable and accrued expenses | 2,251 | 4,910 |
Long term portion of employer compensation liability related to share based payment awards | $ 6,502 | $ 7,551 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments - Additional Information (Details) - Tremont Realty Capital LLC - USD ($) $ in Thousands | 1 Months Ended | ||
Aug. 31, 2016 | Mar. 31, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | |||
Cash consideration | $ 2,466 | ||
Contingent consideration | $ 1,270 | $ 47 | $ 591 |
Duration of potential earn out | 2 years |
Related Person Transactions - N
Related Person Transactions - Narrative (Details) - shares | Mar. 31, 2018 | Sep. 30, 2017 |
ABP Trust | Class A common shares | ||
Related Party Transaction [Line Items] | ||
Common stock shares outstanding (in shares) | 165,235 | |
ABP Trust | Class A Units | ||
Related Party Transaction [Line Items] | ||
Common stock shares outstanding (in shares) | 15,000,000 | |
GOV | Class A common shares | ||
Related Party Transaction [Line Items] | ||
Shares owned (in shares) | 1,214,225 | |
HPT | Class A common shares | ||
Related Party Transaction [Line Items] | ||
Shares owned (in shares) | 2,503,777 | |
SIR | Class A common shares | ||
Related Party Transaction [Line Items] | ||
Shares owned (in shares) | 1,586,836 | |
SNH | Class A common shares | ||
Related Party Transaction [Line Items] | ||
Shares owned (in shares) | 2,637,408 | |
Class A common shares | ||
Related Party Transaction [Line Items] | ||
Common stock shares outstanding (in shares) | 15,174,463 | 15,174,463 |
GOV | ||
Related Party Transaction [Line Items] | ||
Ownership percentage (for TA, less than) | 1.90% | |
HPT | ||
Related Party Transaction [Line Items] | ||
Ownership percentage (for TA, less than) | 1.50% | |
SIR | ||
Related Party Transaction [Line Items] | ||
Ownership percentage (for TA, less than) | 1.90% | |
SNH | ||
Related Party Transaction [Line Items] | ||
Ownership percentage (for TA, less than) | 1.30% | |
Five Star | ||
Related Party Transaction [Line Items] | ||
Ownership percentage (for TA, less than) | 36.40% | |
ILPT | ||
Related Party Transaction [Line Items] | ||
Ownership percentage (for TA, less than) | 1.00% | |
TRMT | ||
Related Party Transaction [Line Items] | ||
Ownership percentage (for TA, less than) | 19.20% | |
TA | ||
Related Party Transaction [Line Items] | ||
Ownership percentage (for TA, less than) | 1.00% | |
RIF | ||
Related Party Transaction [Line Items] | ||
Ownership percentage (for TA, less than) | 2.20% |
Related Person Transactions - R
Related Person Transactions - Revenues from Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 59,024 | $ 53,866 | $ 276,937 | $ 158,550 |
Revenue from unrelated parties | 257 | 430 | 885 | 1,040 |
Total revenues | $ 59,281 | $ 54,296 | $ 277,822 | $ 159,590 |
Percentage of revenues from related parties | 99.60% | 99.20% | 99.70% | 99.30% |
Percentage of revenues from unrelated parties | 0.40% | 0.80% | 0.30% | 0.70% |
Percentage of revenue from related parties, net | 100.00% | 100.00% | 100.00% | 100.00% |
Managed REITs | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 49,724 | $ 45,948 | $ 257,834 | $ 142,482 |
Percentage of revenues from related parties | 83.80% | 84.60% | 92.80% | 89.30% |
GOV | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 13,231 | $ 8,938 | $ 26,740 | $ 17,163 |
Percentage of revenues from related parties | 22.30% | 16.40% | 9.60% | 10.70% |
HPT | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 10,058 | $ 10,792 | $ 96,124 | $ 73,520 |
Percentage of revenues from related parties | 17.00% | 19.90% | 34.60% | 46.10% |
SIR | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 8,548 | $ 11,062 | $ 45,537 | $ 22,019 |
Percentage of revenues from related parties | 14.40% | 20.40% | 16.40% | 13.80% |
SNH | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 14,896 | $ 15,156 | $ 86,442 | $ 29,780 |
Percentage of revenues from related parties | 25.10% | 27.90% | 31.10% | 18.70% |
ILPT | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 2,991 | $ 0 | $ 2,991 | $ 0 |
Percentage of revenues from related parties | 5.00% | 0.00% | 1.10% | 0.00% |
Managed Operators | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 6,568 | $ 6,291 | $ 13,597 | $ 13,004 |
Percentage of revenues from related parties | 11.10% | 11.60% | 4.90% | 8.10% |
Five Star | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 2,388 | $ 2,403 | $ 5,078 | $ 4,767 |
Percentage of revenues from related parties | 4.00% | 4.40% | 1.80% | 3.00% |
Sonesta | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 696 | $ 531 | $ 1,264 | $ 1,074 |
Percentage of revenues from related parties | 1.20% | 1.00% | 0.50% | 0.70% |
TA | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 3,484 | $ 3,357 | $ 7,255 | $ 7,163 |
Percentage of revenues from related parties | 5.90% | 6.20% | 2.60% | 4.40% |
Other | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 2,732 | $ 1,627 | $ 5,506 | $ 3,064 |
Percentage of revenues from related parties | 4.70% | 3.00% | 2.00% | 1.90% |
AIC | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 60 | $ 60 | $ 120 | $ 120 |
Percentage of revenues from related parties | 0.10% | 0.10% | 0.00% | 0.00% |
RIF | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 699 | $ 607 | $ 1,428 | $ 1,213 |
Percentage of revenues from related parties | 1.30% | 1.10% | 0.50% | 0.80% |
ABP Trust | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 1,331 | $ 960 | $ 2,610 | $ 1,731 |
Percentage of revenues from related parties | 2.20% | 1.80% | 1.00% | 1.10% |
TRMT | ||||
Related Party Transaction [Line Items] | ||||
Revenue from related parties | $ 642 | $ 0 | $ 1,348 | $ 0 |
Percentage of revenues from related parties | 1.10% | 0.00% | 0.50% | 0.00% |
Related Person Transactions - A
Related Person Transactions - Additional Information (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
HPT | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate incentive business management fees | $ 74,572 | $ 52,407 | ||||
SNH | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate incentive business management fees | 55,740 | |||||
SIR | ||||||
Related Party Transaction [Line Items] | ||||||
Aggregate incentive business management fees | $ 25,569 | |||||
ABP Trust and Managed REIT | ||||||
Related Party Transaction [Line Items] | ||||||
Rental expense | $ 1,256 | $ 1,059 | $ 2,284 | $ 2,109 |
Related Person Transactions - D
Related Person Transactions - Due from/to Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Mar. 31, 2017 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 31,223 | $ 32,712 |
Managed REITs | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 28,336 | 31,238 |
GOV | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 7,266 | 6,369 |
HPT | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 6,674 | 7,968 |
SIR | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 5,094 | 7,351 |
SNH | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 7,951 | 9,550 |
ILPT | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 1,351 | 0 |
Managed Operators | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 880 | 750 |
Five Star | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 351 | 305 |
Sonesta | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 27 | 1 |
TA | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 502 | 444 |
Other | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 2,007 | 724 |
AIC | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 20 | 22 |
RIF | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 36 | 36 |
ABP Trust | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 639 | 551 |
TRMT | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 1,312 | $ 115 |
Related Person Transactions - T
Related Person Transactions - Tax Related Payments (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Related Party Transaction [Line Items] | |||||
Tax receivable agreement remeasurement | $ 0 | $ 0 | $ 24,710 | $ 0 | |
RMR LLC | |||||
Related Party Transaction [Line Items] | |||||
Tax distributions | 24,229 | 19,402 | |||
ABP Trust | |||||
Related Party Transaction [Line Items] | |||||
Tax receivable agreement remeasurement | $ 24,710 | ||||
Tax receivable agreement remeasurement (in dollars per share) | $ 1.53 | ||||
ABP Trust | RMR LLC | |||||
Related Party Transaction [Line Items] | |||||
Tax distributions | $ 22,481 | 18,098 | |||
ABP Trust | Up C Transaction | |||||
Related Party Transaction [Line Items] | |||||
Tax receivable agreement, percent of payment | 85.00% | ||||
Liability related to Tax Receivable Agreement | $ 37,289 | $ 37,289 | |||
ABP Trust | Up C Transaction | Forecast | |||||
Related Party Transaction [Line Items] | |||||
Payments related to Tax Receivable Agreement | $ 2,935 | ||||
ABP Trust and Managed REIT | RMR LLC | |||||
Related Party Transaction [Line Items] | |||||
Tax distributions | $ 46,710 | $ 37,500 |
Related Person Transactions - O
Related Person Transactions - Other (Details) - USD ($) $ in Thousands | May 09, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 |
Related Party Transaction [Line Items] | |||||||
Separation costs | $ 136 | $ 0 | $ 136 | $ 0 | |||
Equity based compensation | 1,217 | $ 1,566 | $ 3,938 | $ 2,494 | |||
Managing Director | |||||||
Related Party Transaction [Line Items] | |||||||
Equity based compensation | 466 | ||||||
Executive Vice President | |||||||
Related Party Transaction [Line Items] | |||||||
Nonvested shares accelerated (in shares) | 5,600 | ||||||
Nonvested shares accelerated, value | $ 332 | ||||||
Executive Vice President | Retirement Agreement | |||||||
Related Party Transaction [Line Items] | |||||||
Separation costs | 136 | ||||||
Equity based compensation | $ 316 | ||||||
Subsequent event | Executive Vice President | Cash Bonus | |||||||
Related Party Transaction [Line Items] | |||||||
Related party transaction | $ 1,250 | $ 1,250 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - USD ($) | Apr. 19, 2018 | Mar. 28, 2018 | Feb. 22, 2018 | Jan. 02, 2018 | Nov. 17, 2016 | Mar. 31, 2018 | Nov. 16, 2017 | Sep. 30, 2017 |
Class A common shares | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock shares outstanding (in shares) | 15,174,463 | 15,174,463 | ||||||
Class A and B-1 common shares | ||||||||
Class of Stock [Line Items] | ||||||||
Dividends paid (in dollars per share) | $ 0.25 | |||||||
Value of dividends | $ 4,040,000 | $ 4,041,000 | ||||||
Common stock shares outstanding (in shares) | 16,162,338 | 16,164,066 | ||||||
ABP Trust | Class A common shares | ||||||||
Class of Stock [Line Items] | ||||||||
Value of dividends | $ 3,750,000 | |||||||
Common stock shares outstanding (in shares) | 15,000,000 | |||||||
RMR LLC | ||||||||
Class of Stock [Line Items] | ||||||||
Dividends paid (in dollars per share) | $ 0.25 | |||||||
Value of dividends | $ 7,790,000 | $ 7,791,000 | ||||||
Subsequent event | Class A and B-1 common shares | ||||||||
Class of Stock [Line Items] | ||||||||
Value of dividends | $ 4,044,000 | |||||||
Dividends declared (in dollars per share) | $ 0.25 | |||||||
Common stock shares outstanding (in shares) | 16,174,463 | |||||||
Subsequent event | ABP Trust | Class A common shares | ||||||||
Class of Stock [Line Items] | ||||||||
Value of dividends | $ 3,750,000 | |||||||
Subsequent event | RMR LLC | ||||||||
Class of Stock [Line Items] | ||||||||
Value of dividends | $ 7,794,000 | |||||||
Dividends declared (in dollars per share) | $ 0.25 | |||||||
Former employees | Class A common shares | ||||||||
Class of Stock [Line Items] | ||||||||
Adjustment related to tax withholding for share based compensation | $ 25,000 | $ 103,000 | ||||||
Former employees | RMR LLC | Class A common shares | ||||||||
Class of Stock [Line Items] | ||||||||
Shares acquired through withholding process (in shares) | 375 | 1,728 | ||||||
Share price (in dollars per share) | $ 69.10 | $ 59.30 |
Per Common Share Amounts - Sche
Per Common Share Amounts - Schedule of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||||
Net income attributable to RMR Inc. | $ 8,356 | $ 6,883 | $ 79,476 | $ 30,393 |
Income attributable to unvested participating securities | (49) | (14) | (487) | (29) |
Net income attributable to RMR Inc. used in calculating basic EPS | $ 8,307 | $ 6,869 | $ 78,989 | $ 30,364 |
Denominator: | ||||
Weighted average common shares outstanding - basic (in shares) | 16,069 | 16,025 | 16,064 | 16,025 |
Net income attributable to RMR Inc. per common share - basic (in dollars per share) | $ 0.52 | $ 0.43 | $ 4.92 | $ 1.89 |
Numerator: | ||||
Net income attributable to RMR Inc. | $ 8,356 | $ 6,883 | $ 79,476 | $ 30,393 |
Income attributable to unvested participating securities | (49) | (14) | (487) | (29) |
Net income attributable to RMR Inc. used in calculating diluted EPS | $ 8,307 | $ 6,869 | $ 78,989 | $ 30,364 |
Denominator: | ||||
Weighted average common shares outstanding - basic (in shares) | 16,069 | 16,025 | 16,064 | 16,025 |
Dilutive effect of incremental unvested shares (in shares) | 36 | 17 | 31 | 11 |
Weighted average common shares outstanding - diluted (in shares) | 16,105 | 16,042 | 16,095 | 16,036 |
Net income attributable to RMR Inc. per common share - diluted (in dollars per share) | $ 0.52 | $ 0.43 | $ 4.91 | $ 1.89 |
Per Common Share Amounts - Addi
Per Common Share Amounts - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018shares | Mar. 31, 2017shares | Mar. 31, 2018shares | Mar. 31, 2017shares | Sep. 30, 2017shares | |
Class of Stock [Line Items] | |||||
Common stock shares authorized (in shares) | 15,000,000 | 15,000,000 | |||
Weighted average common stock shares outstanding diluted (in shares) | 16,105,000 | 16,042,000 | 16,095,000 | 16,036,000 | |
Class A membership units | |||||
Class of Stock [Line Items] | |||||
Conversion ratio | 1 | ||||
Weighted average common stock shares outstanding diluted (in shares) | 30,174,463 | ||||
Class B-1 common shares | |||||
Class of Stock [Line Items] | |||||
Common stock shares authorized (in shares) | 1,000,000 | 1,000,000 | 1,000,000 | ||
Conversion ratio | 1 |
Net Income Attributable to RM45
Net Income Attributable to RMR Inc (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | |
Net Income Attributable to RMR Inc. | ||||
Income before income tax expense and equity in losses of investees | $ 23,535 | $ 22,523 | $ 231,424 | $ 98,396 |
Add: RMR Inc. franchise tax expense and interest income | 125 | 155 | 284 | 309 |
Less: tax receivable agreement remeasurement | 0 | 0 | (24,710) | 0 |
Less: equity in losses of investees | (212) | (165) | (434) | (165) |
Less: fees from services provided prior to the UP-C Transaction | 0 | 0 | (128) | 0 |
Net income before noncontrolling interest | 23,448 | 22,513 | 206,436 | 98,540 |
Less: noncontrolling interest | (11,286) | (10,865) | (99,362) | (47,555) |
Net income attributable to RMR Inc. before income tax expense | 12,162 | 11,648 | 107,074 | 50,985 |
Add: tax receivable agreement remeasurement | 0 | 0 | 24,710 | 0 |
Less: income tax expense attributable to RMR Inc. | (3,681) | (4,610) | (52,024) | (20,283) |
Less: RMR Inc. franchise tax expense and interest income | (125) | (155) | (284) | (309) |
Net income attributable to RMR Inc. | $ 8,356 | $ 6,883 | $ 79,476 | $ 30,393 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($)segment | Mar. 31, 2017USD ($) | Sep. 30, 2017USD ($) | |
Segment Reporting | |||||
Number of reportable business segments | segment | 1 | ||||
Revenues: | |||||
Management services | $ 46,559 | $ 43,258 | $ 95,129 | $ 85,985 | |
Incentive business management fees | 0 | 0 | 155,881 | 52,407 | |
Reimbursable payroll related and other costs | 11,657 | 10,034 | 24,365 | 19,184 | |
Advisory services | 1,065 | 1,004 | 2,447 | 2,014 | |
Total revenues | 59,281 | 54,296 | 277,822 | 159,590 | |
Expenses: | |||||
Compensation and benefits | 28,073 | 22,983 | 54,270 | 45,287 | |
Equity based compensation | 1,217 | 1,566 | 3,938 | 2,494 | |
Separation costs | 136 | 0 | 136 | 0 | |
Total compensation and benefits expense | 29,426 | 24,549 | 58,344 | 47,781 | |
General and administrative | 7,024 | 6,453 | 13,730 | 12,294 | |
Transaction and acquisition related costs | 0 | 693 | 142 | 693 | |
Depreciation and amortization | 372 | 528 | 752 | 1,083 | |
Total expenses | 36,822 | 32,223 | 72,968 | 61,851 | |
Operating income (loss) | 22,459 | 22,073 | 204,854 | 97,739 | |
Interest and other income | 1,076 | 450 | 1,860 | 657 | |
Tax receivable agreement remeasurement | 0 | 0 | 24,710 | 0 | |
Income before income tax expense and equity in earnings (losses) of investee | 23,535 | 22,523 | 231,424 | 98,396 | |
Income tax expense | (3,681) | (4,610) | (52,024) | (20,283) | |
Equity in earnings (losses) of investees | (212) | (165) | (434) | (165) | |
Net income (loss) | 19,642 | 17,748 | 178,966 | 77,948 | |
Total Assets | 524,961 | 395,589 | 524,961 | 395,589 | $ 383,719 |
Intersegment Eliminations | |||||
Revenues: | |||||
Total revenues | 954 | 120 | 1,907 | 651 | |
RMR LLC | |||||
Revenues: | |||||
Management services | 46,559 | 43,258 | 95,129 | 85,985 | |
Incentive business management fees | 155,881 | 52,407 | |||
Reimbursable payroll related and other costs | 11,026 | 10,034 | 23,115 | 19,184 | |
Advisory services | 0 | 0 | 0 | 0 | |
Total revenues | 57,585 | 53,292 | 274,125 | 157,576 | |
Expenses: | |||||
Compensation and benefits | 26,620 | 22,500 | 51,368 | 44,260 | |
Equity based compensation | 1,204 | 1,566 | 3,911 | 2,494 | |
Separation costs | 136 | 136 | |||
Total compensation and benefits expense | 27,960 | 24,066 | 55,415 | 46,754 | |
General and administrative | 6,022 | 6,099 | 11,678 | 11,789 | |
Transaction and acquisition related costs | 693 | 0 | 693 | ||
Depreciation and amortization | 350 | 382 | 708 | 751 | |
Total expenses | 34,332 | 31,240 | 67,801 | 59,987 | |
Operating income (loss) | 23,253 | 22,052 | 206,324 | 97,589 | |
Interest and other income | 999 | 181 | 1,725 | 280 | |
Tax receivable agreement remeasurement | 0 | ||||
Income before income tax expense and equity in earnings (losses) of investee | 24,252 | 22,233 | 208,049 | 97,869 | |
Income tax expense | 0 | 0 | 0 | 0 | |
Equity in earnings (losses) of investees | 13 | 0 | 34 | 0 | |
Net income (loss) | 24,265 | 22,233 | 208,083 | 97,869 | |
Total Assets | 463,931 | 335,364 | 463,931 | 335,364 | |
All Other Operations | |||||
Revenues: | |||||
Management services | 0 | 0 | 0 | 0 | |
Incentive business management fees | 0 | 0 | |||
Reimbursable payroll related and other costs | 631 | 0 | 1,250 | 0 | |
Advisory services | 1,065 | 1,004 | 2,447 | 2,014 | |
Total revenues | 1,696 | 1,004 | 3,697 | 2,014 | |
Expenses: | |||||
Compensation and benefits | 1,453 | 483 | 2,902 | 1,027 | |
Equity based compensation | 13 | 0 | 27 | 0 | |
Separation costs | 0 | 0 | |||
Total compensation and benefits expense | 1,466 | 483 | 2,929 | 1,027 | |
General and administrative | 1,002 | 354 | 2,052 | 505 | |
Transaction and acquisition related costs | 0 | 142 | 0 | ||
Depreciation and amortization | 22 | 146 | 44 | 332 | |
Total expenses | 2,490 | 983 | 5,167 | 1,864 | |
Operating income (loss) | (794) | 21 | (1,470) | 150 | |
Interest and other income | 77 | 269 | 135 | 377 | |
Tax receivable agreement remeasurement | 24,710 | ||||
Income before income tax expense and equity in earnings (losses) of investee | (717) | 290 | 23,375 | 527 | |
Income tax expense | (3,681) | (4,610) | (52,024) | (20,283) | |
Equity in earnings (losses) of investees | (225) | (165) | (468) | (165) | |
Net income (loss) | (4,623) | (4,485) | (29,117) | (19,921) | |
Total Assets | $ 61,030 | $ 60,225 | $ 61,030 | $ 60,225 |