Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Dec. 31, 2018 | Feb. 06, 2019 | |
Entity Registrant Name | RMR Group Inc. | |
Entity Central Index Key | 1,644,378 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 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 | 2,019 | |
Document Fiscal Period Focus | Q1 | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | true | |
Entity Small Business | false | |
Class A common shares | ||
Entity Common Stock, Shares Outstanding | 15,229,687 | |
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 | Dec. 31, 2018 | Sep. 30, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 284,159 | $ 256,848 |
Due from related parties | 190,785 | 28,846 |
Prepaid and other current assets | 6,855 | 10,392 |
Total current assets | 481,799 | 296,086 |
Property and equipment, net | 2,442 | 2,589 |
Due from related parties, net of current portion | 5,131 | 8,183 |
Equity method investment | 7,086 | 7,051 |
Equity method investment accounted for under the fair value option | 5,613 | 0 |
Goodwill | 1,859 | 1,859 |
Intangible assets, net of amortization | 362 | 375 |
Deferred tax asset | 25,802 | 25,726 |
Other assets, net of amortization | 160,205 | 162,559 |
Total assets | 690,299 | 504,428 |
Current liabilities: | ||
Accounts payable and accrued expenses | 115,748 | 28,307 |
Total current liabilities | 115,748 | 28,307 |
Long term portion of deferred rent payable, net of current portion | 1,283 | 1,229 |
Amounts due pursuant to tax receivable agreement, net of current portion | 32,048 | 32,048 |
Employer compensation liability, net of current portion | 5,131 | 8,183 |
Total liabilities | 154,210 | 69,767 |
Commitments and contingencies | ||
Equity: | ||
Additional paid in capital | 100,808 | 99,239 |
Retained earnings | 235,086 | 182,877 |
Cumulative other comprehensive income | 80 | 82 |
Cumulative common distributions | (55,147) | (49,467) |
Total shareholders’ equity | 280,858 | 232,762 |
Noncontrolling interest | 255,231 | 201,899 |
Total equity | 536,089 | 434,661 |
Total liabilities and equity | 690,299 | 504,428 |
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 Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Sep. 30, 2018 |
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 | 15,229,687 | 15,229,957 |
Common stock, shares outstanding | 15,229,687 | 15,229,957 |
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 | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||
Total revenues | $ 280,313 | $ 218,541 |
Expenses: | ||
Compensation and benefits | 28,012 | 26,197 |
Equity based compensation | 1,811 | 2,721 |
Separation costs | 6,397 | 0 |
Total compensation and benefits expense | 36,220 | 28,918 |
General and administrative | 7,320 | 6,706 |
Other client company reimbursable expenses | 98,076 | 0 |
Transaction and acquisition related costs | 184 | 142 |
Depreciation and amortization | 255 | 380 |
Total expenses | 142,055 | 36,146 |
Operating income (loss) | 138,258 | 182,395 |
Interest and other income | 1,526 | 784 |
Tax receivable agreement remeasurement | 0 | 24,710 |
Income before income tax expense and equity in earnings (losses) of investee | 139,784 | 207,889 |
Income tax expense | (18,970) | (48,343) |
Unrealized loss on equity method investment accounted for under the fair value option | (2,769) | 0 |
Equity in earnings (losses) of investees | 35 | (222) |
Net income (loss) | 118,080 | 159,324 |
Net income attributable to noncontrolling interest | (65,871) | (88,204) |
Net income attributable to RMR Inc. | 52,209 | 71,120 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustments | (4) | 0 |
Other comprehensive (loss) income | (4) | 0 |
Comprehensive income | 118,076 | 159,324 |
Comprehensive income attributable to noncontrolling interest | (65,869) | (88,204) |
Comprehensive income attributable to RMR Inc. | $ 52,207 | $ 71,120 |
Weighted average common shares outstanding - basic (in shares) | 16,120 | 16,060 |
Weighted average common shares outstanding - diluted (in shares) | 16,131 | 16,084 |
Net income attributable to RMR Inc. per common share - basic (in dollars per share) | $ 3.22 | $ 4.40 |
Net income attributable to RMR Inc. per common share - diluted (in dollars per share) | $ 3.22 | $ 4.39 |
Total management and advisory services revenues | ||
Revenues: | ||
Revenue | $ 168,364 | $ 205,833 |
Management services | ||
Revenues: | ||
Revenue | 47,488 | 48,570 |
Incentive business management fees | ||
Revenues: | ||
Revenue | 120,094 | 155,881 |
Advisory services | ||
Revenues: | ||
Revenue | 782 | 1,382 |
Total reimbursable costs | ||
Revenues: | ||
Revenue | 111,949 | 12,708 |
Reimbursable compensation and benefits | ||
Revenues: | ||
Revenue | 13,873 | 12,708 |
Other client company reimbursable expenses | ||
Revenues: | ||
Revenue | $ 98,076 | $ 0 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity - 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 | 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 | 566 | 566 | 566 | |||||||
Net income | 159,324 | 71,120 | 71,120 | 88,204 | ||||||
Fees from services provided prior to our IPO | (128) | (128) | ||||||||
Tax distributions to Member | (15,155) | (15,155) | ||||||||
Common share distributions | (7,791) | (4,041) | (4,041) | (3,750) | ||||||
Other comprehensive loss | 0 | |||||||||
Balance ending at Dec. 31, 2017 | 426,479 | 15 | 1 | 15 | 96,444 | 157,956 | 84 | (37,339) | 217,176 | 209,303 |
Balance beginning at Sep. 30, 2018 | 434,661 | 15 | 1 | 15 | 99,239 | 182,877 | 82 | (49,467) | 232,762 | 201,899 |
Increase (Decrease) in Shareholders' Equity | ||||||||||
Share grants, net | 1,569 | 1,569 | 1,569 | |||||||
Net income | 118,080 | 52,209 | 52,209 | 65,871 | ||||||
Tax distributions to Member | (8,037) | (8,037) | ||||||||
Common share distributions | (10,180) | (5,680) | (5,680) | (4,500) | ||||||
Other comprehensive loss | (4) | (2) | (2) | (2) | ||||||
Balance ending at Dec. 31, 2018 | $ 536,089 | $ 15 | $ 1 | $ 15 | $ 100,808 | $ 235,086 | $ 80 | $ (55,147) | $ 280,858 | $ 255,231 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flows from Operating Activities: | ||
Net income | $ 118,080 | $ 159,324 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation and amortization | 255 | 380 |
Straight line office rent | 54 | 52 |
Amortization expense related to other asset | 2,354 | 2,354 |
Deferred income taxes | (76) | 20,150 |
Operating expenses paid in RMR Inc. common shares | 1,569 | 566 |
Contingent consideration liability | 0 | (425) |
Tax receivable agreement remeasurement | 0 | (24,710) |
Distribution from equity method investments | 0 | 50 |
Equity in (earnings) losses of investees | (35) | 222 |
Unrealized loss on equity method investment accounted for under the fair value option | 2,769 | 0 |
Changes in assets and liabilities: | ||
Due from related parties | (161,939) | (156,798) |
Prepaid and other current assets | 3,537 | 3,722 |
Accounts payable and accrued expenses | 87,510 | 35,571 |
Net cash from operating activities | 54,078 | 40,458 |
Cash Flows from Investing Activities: | ||
Purchase of property and equipment | (170) | (186) |
Equity method investment in TA common shares | (8,382) | 0 |
Net cash used in investing activities | (8,552) | (186) |
Cash Flows from Financing Activities: | ||
Distributions to noncontrolling interest | (12,537) | (18,905) |
Distributions to common shareholders | (5,680) | (4,041) |
Net cash used in financing activities | (18,217) | (22,946) |
Effect of exchange rate fluctuations on cash and cash equivalents | 2 | 0 |
Increase in cash and cash equivalents | 27,311 | 17,326 |
Cash and cash equivalents at beginning of period | 256,848 | 108,640 |
Cash and cash equivalents at end of period | 284,159 | 125,966 |
Supplemental cash flow information: | ||
Income taxes paid | $ 332 | $ 28 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Dec. 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 December 31, 2018 , RMR Inc. owned 15,229,687 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 represented 52.0% of the economic interest of RMR LLC as of December 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 48.0% of the economic interest of RMR LLC as of December 31, 2018 , which is presented as a noncontrolling interest within the condensed consolidated financial statements. Adam D. Portnoy, one of our Managing Directors, is the sole trustee of ABP Trust, and owns a majority of ABP Trust's voting securities. RMR LLC was founded in 1986 to manage public investments in real estate and, as of December 31, 2018 , managed a diverse portfolio of publicly owned real estate and real estate related businesses. RMR LLC provides management services to: 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; Office Properties Income Trust, or OPI, a publicly traded REIT that primarily owns office properties leased to single tenants and high credit quality tenants, including the government; and Senior Housing Properties Trust, or SNH, a publicly traded REIT that primarily owns senior living, medical office and life science properties. Until December 31, 2018, RMR LLC provided management services to Select Income REIT, or SIR. On December 31, 2018, SIR merged with and into a subsidiary of OPI (then named Government Properties Income Trust, or GOV) (the "GOV/SIR Merger"), which then merged with and into OPI, with OPI as the surviving entity. The combined company continues to be managed by RMR LLC pursuant to OPI's business and property management agreements with RMR LLC. HPT, ILPT, OPI, SNH and, until December 31, 2018, SIR 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 and franchisor of travel centers along the U.S. Interstate Highway System, many of which are owned by HPT, 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, ABP Trust and its subsidiaries, or collectively ABP Trust, and RMR Office Property Fund LP, or the Open End Fund. RMR Advisors LLC, or RMR Advisors, is an investment adviser registered with the Securities and Exchange Commission, or SEC. 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 accounts that invest in commercial real estate debt, including secured mortgage debt. Tremont Advisors also manages Tremont Mortgage Trust, or TRMT, a publicly traded mortgage real estate investment trust that 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, the Open End Fund 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, 2018, 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 | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted 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 , which has been codified as Accounting Standard Codification, or ASC, 606. We adopted ASC 606 effective October 1, 2018 using the modified retrospective method for all our existing contracts. The main provision of ASC 606 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. Under ASC 606, control of the services before transfer to the client is the primary factor in determining principal versus agent assessments. Based on our evaluation of ASC 606, we have determined that we control the services provided by third parties for our Client Companies. Accordingly, we will account for the cost of services provided by third parties and the related reimbursement revenue on a gross basis. Prior to adoption, costs of such services were accounted for on a net basis, with the exception of amounts related to reimbursed payroll. As a result of adopting ASC 606, our condensed consolidated statements of comprehensive income reflect an increase of $98,076 of other client company reimbursable expenses as revenue and costs for the three months ended December 31, 2018 compared to the same period last year, with no impact on net income. Our condensed consolidated balance sheets as of December 31, 2018 also include other client company reimbursable expenses due from related parties and a related liability in accounts payable and accrued expenses of $47,195 . Recent Accounting Pronouncements Not Yet Adopted 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 (October 1, 2019). We are currently assessing the potential impact of 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. In June 2018, the FASB issued ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. ASU No. 2018-7 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the potential impact the adoption of ASU No. 2018-7 will have on our condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Dec. 31, 2018 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | Revenue Recognition Business Management Fees—Managed Equity REITs We earn annual base business management fees from the Managed Equity REITs by providing continuous services 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 December 31, 2018 and 2017 , we earned aggregate base business management fees from the Managed Equity REITs of $28,271 and $30,602 , 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. As part of our adoption of ASC 606, incentive business management fees are excluded from the transaction price until it becomes probable that there will not be a significant reversal of cumulative revenue recognized. 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 2018 and 2017 were the three calendar year periods that ended on December 31, 2018 and 2017, respectively, except for ILPT, whose annual incentive business management fee is based on a shorter period from its initial public offering (January 12, 2018) through the calendar year ended December 31, 2018). On December 31, 2018, RMR LLC's business management agreements with ILPT and OPI were amended to provide that, for periods beginning on and after January 1, 2019, the SNL U.S. Industrial REIT Index and the SNL U.S. Office REIT Index will be used by ILPT and OPI, respectively, rather than the SNL U.S. REIT Equity Index, to calculate the benchmark return per share, as defined, for purposes of determining the incentive management fee, if any, payable thereunder. For the three months ended December 31, 2018 and 2017 , we recognized aggregate incentive business management fees earned from the Managed Equity REITs of $120,094 and $155,881 , respectively. Management Agreements—Managed Operators, ABP Trust, AIC and the Open End Fund We earn management fees by providing continuous services pursuant to the management agreements from the Managed Operators and ABP Trust 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 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 earn fees from the Open End Fund by providing a continuing and suitable real estate investment program consistent with the Open End Fund’s real estate investment policies and objectives pursuant to an administration services agreement. We earn fees equal to 1.0% of the Open End Fund's net asset value, as defined, annually. These fees are payable quarterly in arrears. We earned aggregate fees from the Managed Operators, ABP Trust, AIC and the Open End Fund of $7,395 and $6,872 for the three months ended December 31, 2018 and 2017 , respectively. Property Management Fees We earned property management fees by providing continuous services pursuant to property management agreements with certain Client Companies. We generally earn fees under these agreements equal to 3.0% of gross collected rents. Also, under the terms of the property management agreements, we receive additional 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 $11,770 and $10,858 for the three months ended December 31, 2018 and 2017 , respectively. Reimbursable Compensation and Benefits Our reimbursable compensation and benefits include reimbursements that arise from services we provide pursuant to our property management agreements, a significant portion of which are charged or passed through to and were paid by tenants of our Client Companies. We realized reimbursable compensation and benefits of $13,873 and $12,708 for the three months ended December 31, 2018 and 2017 , respectively. Our reimbursable compensation and benefits 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 and related cost revenues. We realized equity based compensation expense and related reimbursements of $1,316 and $2,155 for the three months ended December 31, 2018 and 2017 , respectively. Advisory Services and Other Agreements RMR Advisors is compensated for providing continuous services to RIF pursuant to its agreement and is compensated 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 $733 and $729 for the three months ended December 31, 2018 and 2017 respectively. Tremont Advisors is primarily 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. In June 2018, Tremont Advisors agreed to waive any business management fees otherwise due and payable by TRMT pursuant to the management agreement for the period beginning July 1, 2018 until June 30, 2020. In addition, no incentive fee will be paid or payable by TRMT to Tremont Advisors for the 2018 or 2019 calendar years. Tremont Advisors earned advisory services revenue of $49 and $653 for the three months ended December 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. For the three months ended December 31, 2018 and 2017 , the Tremont business earned fees for such origination services of $52 and $238 , respectively, which amounts are included in management services revenue in our condensed consolidated statements of comprehensive income. |
Equity Investments
Equity Investments | 3 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Investments | Equity Investments As of December 31, 2018 , Tremont Advisors owned 600,100 , or approximately 18.9% , of TRMT's outstanding common shares, with a carrying value of $7,086 and a market value of $5,431 . We account for our investment in TRMT using the equity method of accounting because we are deemed to exert significant influence, but not control, over, TRMT's most significant activities. Our share of net income from our investment in TRMT is included in equity in earnings of investees in our condensed consolidated statements of comprehensive income for the three months ended December 31, 2018 was $35 . 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 months ended December 31, 2017 was $201 . On October 10, 2018 we purchased 1,492,691 TA common shares for a purchase price of $8,382 . We account for our investment in TA using the equity method of accounting because we are deemed to exert significant influence, but not control, over, TA's most significant activities. We have elected the fair value option to account for our equity method investment in TA. We determined fair value using the closing price of TA's common shares as of December 31, 2018 , which is a Level 1 fair value measurement. The market value of our investment in TA at December 31, 2018 , based on quoted market price, is $5,613 . The unrealized loss in our condensed consolidated statements of comprehensive income for the three months ended December 31, 2018 was $2,769 . We also have a 0.5% general partnership interest in a 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. This fund is in the process of winding down, and we did not record earnings or losses of investees for this investment during the three months ended December 31, 2018 . Our share of net losses from this fund included in equity in losses of investees in our condensed consolidated statements of comprehensive income for the three months ended December 31, 2017 was $21 . |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We are the sole managing member of RMR LLC. 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. 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. 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% was phased in, resulting in a federal statutory tax rate of approximately 24.5% for our fiscal year ending September 30, 2018. The new corporate income tax rate of 21.0% is effective for fiscal years thereafter, beginning October 1, 2018. The Tax Act reduction in 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 , for the three months ended December 31, 2017 . For the three months ended December 31, 2018 and 2017 , we recognized estimated income tax expense of $18,970 and $48,343 , respectively, which includes $13,842 and $37,730 , respectively, of U.S. federal income tax and $5,128 and $10,613 , respectively, of state income taxes. A reconciliation of the statutory income tax rate to the effective tax rate is as follows: Three Months Ended December 31, 2018 2017 Income taxes computed at the federal statutory rate 21.0 % 24.5 % State taxes, net of federal benefit 3.0 % 2.5 % Tax Cuts and Jobs Act transitional impact (1) — % 9.6 % Permanent items (2) (0.1 )% (2.9 )% Net income attributable to noncontrolling interest (10.1 )% (10.4 )% Total 13.8 % 23.3 % (1) Transitional impact for the three months ending December 31, 2017 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 for the three months ending December 31, 2017 include the $24,710 reduction in our liability related to the tax receivable agreement with ABP Trust discussed in Note 7, Related Person Transactions . 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 December 31, 2018 and September 30, 2018 , we had no uncertain tax positions. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of December 31, 2018 and September 30, 2018 , 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 to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1), and the lowest priority to unobservable inputs (Level 3). A financial asset’s or financial liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. 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 December 31, 2018 and September 30, 2018 : December 31, September 30, 2018 2018 Money market funds included in cash and cash equivalents $ 283,604 $ 253,876 Current portion of due from related parties related to share based payment awards 2,613 4,986 Long term portion of due from related parties related to share based payment awards 5,131 8,183 Current portion of employer compensation liability related to share based payment awards included in accounts payable and accrued expenses 2,613 4,986 Long term portion of employer compensation liability related to share based payment awards 5,131 8,183 |
Related Person Transactions
Related Person Transactions | 3 Months Ended |
Dec. 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 ABP Trust, and owns a majority of ABP Trust's voting securities. As of December 31, 2018 , he beneficially owned, in aggregate, (i) 132,002 shares of Class A common stock of RMR Inc., or Class A Common Shares; (ii) all the outstanding shares of Class B-1 common stock of RMR Inc., or Class B-1 Common Shares; (iii) all 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 also a managing trustee or managing director of each of the Managed REITs, Five Star, RIF and TA, a director of AIC and the majority owner and director of Sonesta. Jennifer B. Clark, our other Managing Director, is a managing trustee of RIF and SNH, president of AIC and a director of Sonesta. As of December 31, 2018, HPT, OPI and SNH owned 2,503,777 , 2,801,061 and 2,637,408 Class A Common Shares, respectively, and Adam D. Portnoy beneficially owned, in aggregate, 35.7% of Five Star’s outstanding common shares, 1.1% of HPT’s outstanding common shares, 1.2% of ILPT’s outstanding common shares, 1.5% of OPI’s outstanding common shares, 1.1% of SNH’s outstanding common shares, 4.0% of TA’s outstanding common shares (through RMR LLC), 2.2% of RIF’s outstanding common shares, and 18.9% of TRMT's outstanding common shares (through Tremont Advisors). All the officers of the Managed Equity REITs, AIC and the Open End Fund are officers or employees of RMR LLC. All of TRMT’s officers are officers or employees of Tremont Advisors or RMR LLC. Many of the executive officers of the Managed Operators are officers or employees of RMR LLC. All of RIF’s officers are officers or employees of RMR Advisors or RMR LLC. Some of our executive officers are also managing directors or managing trustees of certain of the Managed REITs, the Managed Operators and RIF. As of December 31, 2018 , ABP Trust owned 14.3% of AIC and 206,300 limited partner units of the Open End Fund and RMR LLC owned no limited partnership units, but has committed to contributing $100,000 to the Open End Fund. The general partner of the Open End Fund is a subsidiary of ABP Trust. Additional information about our related person transactions appears in Note 8, Distributions , below and in our 2018 Annual Report. Revenues from Related Parties For the three months ended December 31, 2018 and 2017 , we recognized revenues from related parties as set forth in the following table: Three Months Ended December 31, 2018 (1)(2) 2017 (2) $ % $ % Managed Equity REITs: HPT (3) $ 66,395 23.7 % $ 86,066 39.4 % ILPT 8,460 3.0 — — OPI (4) 56,243 20.1 13,509 6.2 SIR (3) 47,843 17.1 36,990 16.9 SNH (3) 85,979 30.7 71,545 32.7 264,920 94.6 208,110 95.2 Managed Operators: Five Star 2,413 0.9 2,690 1.2 Sonesta 757 0.3 568 0.3 TA 3,853 1.4 3,771 1.7 7,023 2.6 7,029 3.2 Client Companies: ABP Trust 3,335 1.2 1,279 0.6 AIC 60 — 60 — Open End Fund 3,477 1.2 — — RIF 733 0.2 729 0.4 TRMT 695 0.2 706 0.3 8,300 2.8 2,774 1.3 Total revenues from related parties 280,243 100.0 217,913 99.7 Other unrelated parties 70 — 628 0.3 $ 280,313 100.0 % $ 218,541 100.0 % (1) Revenues from related parties for the three months ended December 31, 2018 includes other client company reimbursable expenses of $98,076 recognized due to the adoption of ASC 606 as summarized in Note 2, Recent Accounting Pronouncements. (2) Revenues from related parties for the three months ended December 31, 2018 and December 31, 2017 include $13,873 and $12,708 of reimbursable compensation and benefits, respectively. (3) The amounts for the three months ended December 31, 2018 include incentive business management fees of $53,635 , $25,817 and $40,642 , which we earned from HPT, SIR and SNH, respectively, and which were paid in January 2019. The amounts for the three months ended December 31, 2017 include incentive business management fees of $74,572 , $25,569 and $55,740 , which RMR LLC earned from HPT, SIR and SNH, respectively, and which were paid in January 2018 . (4) SIR merged with and into a subsidiary of OPI on December 31, 2018. This table presents revenues from SIR separately as they relate to periods prior to this merger. Amounts Due From Related Parties The following table represents amounts due from related parties as of the dates indicated: December 31, September 30, 2018 2018 Managed Equity REITs: HPT (1) $ 63,239 $ 8,391 ILPT (1) 4,055 2,692 OPI (1)(2) 65,085 7,870 SIR (2) — 5,887 SNH (1) 58,175 9,705 190,554 34,545 Managed Operators: Five Star 205 281 Sonesta 21 30 TA 637 599 863 910 Client Companies: ABP Trust (1) 1,400 383 AIC 27 20 Open End Fund (1) 2,284 608 RIF 28 31 TRMT (1) 760 532 4,499 1,574 $ 195,916 $ 37,029 (1) HPT, ILPT, OPI, SNH, ABP Trust, AIC, the Open End Fund and TRMT amounts include other client company reimbursable expenses of $2,702 , $1,758 , $29,864 , $10,004 , $1,112 , $7 , $1,470 and $278 , respectively. (2) As a result of the GOV/SIR Merger, OPI succeeded to SIR's rights and obligations. As a result, OPI is obligated to pay to RMR LLC all amounts due from SIR as of December 31, 2018 will be reimbursed to RMR LLC by OPI. Leases As of December 31, 2018 , RMR LLC leased from ABP Trust and certain Managed Equity REITs office space for use as our headquarters and local offices. We incurred rental expense under related party leases aggregating $1,287 and $1,028 for the three months ended December 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 in our condensed consolidated statements of comprehensive income for the three months ended December 31, 2017 as tax receivable agreement remeasurement. As of December 31, 2018 , our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $34,327 , including $2,279 classified as a current liability that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2019. 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 estimated tax liabilities of its members estimated quarterly, subject to future adjustment based on actual results. For the three months ended December 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 $16,722 and $31,488 , respectively, of which $8,685 and $16,333 , respectively, was distributed to us and $8,037 and $15,155 , 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. Incentive business management fees earned for the calendar year 2018 were higher than estimated; as a result, tax distributions are expected to increase during calendar year 2019. Termination of SIR Management Agreements and Waiver of Termination Fees in Connection with GOV-SIR Merger Effective upon consummation of the GOV/SIR Merger, SIR terminated its business and property management agreements with RMR LLC for convenience, and RMR LLC waived its right to receive payment of the termination fee that would otherwise be due pursuant to each such agreement upon such termination. Credit agreement between TRMT and Tremont Advisors On February 4, 2019, TRMT entered into a credit agreement, or the Credit Agreement, with Tremont Advisors as the lender, pursuant to which TRMT may, from time to time within six months after entering into the Credit Agreement, borrow amounts up to $25,000 in unsecured loans at a fixed rate of six and one-half percent ( 6.5% ) per annum. The Credit Agreement contains customary representations, covenants and events of default and is subordinated in right of payment to TRMT's master repurchase facility. The Credit Agreement matures on the later of February 4, 2022 or 30 days following maturity of TRMT's secured financing arrangements, as defined. The Credit Agreement requires TRMT to prepay any amount borrowed upon public issuance of equity interest or issuance of preferred equity, as defined. Other Effective November 30, 2018, John C. Popeo resigned from his positions as an Executive Vice President of RMR LLC, as managing trustee, president and chief executive officer of ILPT and as chief financial officer and treasurer of SIR. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Popeo on October 24, 2018, pursuant to which, subject to the terms thereof, RMR LLC paid him approximately $963 in cash following his resignation as an Executive Vice President of RMR LLC on November 30, 2018 and will pay him an additional approximately $963 in cash following his resignation as an employee of RMR LLC on March 31, 2019. In addition, all of our unvested Class A Common Shares previously awarded to Mr. Popeo will fully accelerate on March 31, 2019, subject to conditions. As of December 31, 2018 there remained no further substantive performance obligations and we in turn recognized all provisions of the retirement agreement in our condensed consolidated statements of comprehensive income as separation costs, which included $1,953 of cash separation costs and $537 of equity based compensation related to Mr. Popeo's retirement. Effective December 31, 2018, Mark L. Kleifges resigned from his position as an Executive Vice President of RMR LLC, as managing trustee, chief financial officer and treasurer of GOV and RIF, as chief financial officer and treasurer of HPT and as president and chief executive officer of RMR Advisors. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Kleifges on October 24, 2018, pursuant to which, subject to the terms thereof, RMR LLC paid him approximately $1,594 in cash following his resignation as an Executive Vice President of RMR LLC on December 31, 2018 and will pay him an additional approximately $1,594 in cash following his resignation as an employee of RMR LLC on June 30, 2019. In addition, all of our unvested Class A Common Shares previously awarded to Mr. Kleifges will fully accelerate on June 30, 2019, subject to conditions. As of December 31, 2018 there remained no further substantive performance obligations and we in turn recognized all provisions of the retirement agreement in our condensed consolidated statements of comprehensive income as separation costs, which included $3,234 of cash separation costs and $537 of equity based compensation related to Mr. Kleifges' retirement. Effective December 31, 2018, Bruce J. Mackey Jr. resigned from his positions as Executive Vice President of RMR LLC and president and chief executive officer of Five Star. In connection with his resignation, Five Star and RMR LLC entered into a separation agreement with Mr. Mackey on December 11, 2018, pursuant to which Mr. Mackey will remain an employee of Five Star and RMR LLC until December 31, 2019, or such earlier date as he may elect. Under his separation agreement, following his resignation, Mr. Mackey received a cash payment from Five Star in the amount of $600 . In addition, he will also receive in 2019 release payments in the aggregate amount of $550 . RMR LLC will pay 20% and Five Star will pay 80% of the release payments. In addition, all of our unvested Class A Common Shares previously awarded to Mr. Mackey will fully accelerate upon the date of his separation from Five Star, subject to conditions. For the three months ended December 31, 2018 , we recorded $125 of separation costs related to Mr. Mackey's retirement. We also recognized separation costs of $11 in connection with other non-executive employees of RMR LLC for the three months ended December 31, 2018 . |
Distributions
Distributions | 3 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Distributions | Distributions On November 15, 2018 , we paid a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares, in the amount of $0.35 per Class A Common Share and Class B-1 Common Share, or $5,680 . This dividend was paid to our shareholders of record as of the close of business on October 29, 2018 . This dividend was funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.30 per unit, or $9,369 , of which $4,869 was distributed to us based on our then aggregate ownership of 16,229,957 membership units of RMR LLC and $4,500 was distributed to ABP Trust based on its ownership of 15,000,000 membership units of RMR LLC. The remainder of this dividend was funded with cash accumulated at RMR Inc. On January 18, 2019 , 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 January 28, 2019 , in the amount of $0.35 per Class A Common Share and Class B-1 Common Share, or $5,680 . This dividend will be funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.30 per unit, or $9,369 , of which $4,869 will be distributed to us based on our expected then aggregate ownership of 16,229,687 membership units of RMR LLC and $4,500 will be distributed to ABP Trust based on its ownership of 15,000,000 membership units of RMR LLC. The remainder of this dividend will be funded with cash accumulated at RMR Inc. We expect to pay this dividend on our about February 21, 2019 . |
Per Common Share Amounts
Per Common Share Amounts | 3 Months Ended |
Dec. 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 December 31, 2018 2017 Basic EPS Numerator: Net income attributable to RMR Inc. $ 52,209 $ 71,120 Income attributable to unvested participating securities (353 ) (457 ) Net income attributable to RMR Inc. used in calculating basic EPS $ 51,856 $ 70,663 Denominator: Weighted average common shares outstanding - basic 16,120 16,060 Net income attributable to RMR Inc. per common share - basic $ 3.22 $ 4.40 Diluted EPS Numerator: Net income attributable to RMR Inc. $ 52,209 $ 71,120 Income attributable to unvested participating securities (353 ) (457 ) Net income attributable to RMR Inc. used in calculating diluted EPS $ 51,856 $ 70,663 Denominator: Weighted average common shares outstanding - basic 16,120 16,060 Dilutive effect of incremental unvested shares 11 24 Weighted average common shares outstanding - diluted 16,131 16,084 Net income attributable to RMR Inc. per common share - diluted $ 3.22 $ 4.39 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 canceled 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 December 31, 2018 , would have been 30,229,687 . 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. | 3 Months Ended |
Dec. 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 months ended December 31, 2018 and 2017 , is calculated as follows: Three Months Ended December 31, 2018 2017 Income before income tax expense and equity in losses of investees $ 139,784 $ 207,889 Add: RMR Inc. franchise tax expense and interest income 94 159 Less: tax receivable agreement remeasurement — (24,710 ) Less: unrealized loss on equity method investment accounted for under the fair value option (2,769 ) — Less: equity in losses of investees 35 (222 ) Less: fees from services provided prior to June 5, 2015 — (128 ) Net income before noncontrolling interest 137,144 182,988 Less: net income attributable to noncontrolling interest (65,871 ) (88,076 ) Net income attributable to RMR Inc. before income tax expense 71,273 94,912 Add: tax receivable agreement remeasurement — 24,710 Less: income tax expense attributable to RMR Inc. (18,970 ) (48,343 ) Less: RMR Inc. franchise tax expense and interest income (94 ) (159 ) Net income attributable to RMR Inc. $ 52,209 $ 71,120 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Dec. 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 December 31, 2018 All Other RMR LLC (1) Operations Total Revenues: Management services $ 47,488 $ — $ 47,488 Incentive business management fees 120,094 — 120,094 Advisory services — 782 782 Total management and advisory services revenues 167,582 782 168,364 Reimbursable compensation and benefits 13,308 565 13,873 Other client company reimbursable expenses 98,076 — 98,076 Total reimbursable costs 111,384 565 111,949 Total revenues 278,966 1,347 280,313 Expenses: Compensation and benefits 26,425 1,587 28,012 Equity based compensation 1,784 27 1,811 Separation costs 6,397 — 6,397 Total compensation and benefits expense 34,606 1,614 36,220 General and administrative 6,385 935 7,320 Other client company reimbursable expenses 98,076 — 98,076 Transaction and acquisition related costs 184 — 184 Depreciation and amortization 242 13 255 Total expenses 139,493 2,562 142,055 Operating income (loss) 139,473 (1,215 ) 138,258 Interest and other income 1,373 153 1,526 Income (loss) before income tax expense and equity in losses of investees 140,846 (1,062 ) 139,784 Income tax expense — (18,970 ) (18,970 ) Unrealized loss on equity investment accounted for under the fair value option (2,769 ) — (2,769 ) Equity in losses of investees — 35 35 Net income (loss) $ 138,077 $ (19,997 ) $ 118,080 Total Assets: $ 625,116 $ 65,183 $ 690,299 (1) Intersegment revenues of $848 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 December 31, 2017 All Other RMR LLC (1) Operations Total Revenues: Management services $ 48,570 $ — $ 48,570 Incentive business management fees 155,881 — 155,881 Advisory services — 1,382 1,382 Total management and advisory services revenues 204,451 1,382 205,833 Reimbursable compensation and benefits 12,089 619 12,708 Total reimbursable costs 12,089 619 12,708 Total revenues 216,540 2,001 218,541 Expenses: Compensation and benefits 24,748 1,449 26,197 Equity based compensation 2,707 14 2,721 Total compensation and benefits expense 27,455 1,463 28,918 General and administrative 5,656 1,050 6,706 Transaction and acquisition related costs — 142 142 Depreciation and amortization 358 22 380 Total expenses 33,469 2,677 36,146 Operating income (loss) 183,071 (676 ) 182,395 Interest and other income 726 58 784 Tax receivable agreement remeasurement — 24,710 24,710 Income before income tax expense and equity in losses of investees 183,797 24,092 207,889 Income tax expense — (48,343 ) (48,343 ) Equity in earnings (losses) of investees — (222 ) (222 ) Net income (loss) $ 183,797 $ (24,473 ) $ 159,324 Total Assets: $ 460,121 $ 69,666 $ 529,787 (1) Intersegment revenues of $988 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the condensed consolidated financial statements. |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 3 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted 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 , which has been codified as Accounting Standard Codification, or ASC, 606. We adopted ASC 606 effective October 1, 2018 using the modified retrospective method for all our existing contracts. The main provision of ASC 606 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. Under ASC 606, control of the services before transfer to the client is the primary factor in determining principal versus agent assessments. Based on our evaluation of ASC 606, we have determined that we control the services provided by third parties for our Client Companies. Accordingly, we will account for the cost of services provided by third parties and the related reimbursement revenue on a gross basis. Prior to adoption, costs of such services were accounted for on a net basis, with the exception of amounts related to reimbursed payroll. As a result of adopting ASC 606, our condensed consolidated statements of comprehensive income reflect an increase of $98,076 of other client company reimbursable expenses as revenue and costs for the three months ended December 31, 2018 compared to the same period last year, with no impact on net income. Our condensed consolidated balance sheets as of December 31, 2018 also include other client company reimbursable expenses due from related parties and a related liability in accounts payable and accrued expenses of $47,195 . Recent Accounting Pronouncements Not Yet Adopted 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 (October 1, 2019). We are currently assessing the potential impact of 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. In June 2018, the FASB issued ASU No. 2018-7, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which aligns the measurement and classification guidance for share-based payments to nonemployees with the guidance for share-based payments to employees, with certain exceptions. ASU No. 2018-7 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently assessing the potential impact the adoption of ASU No. 2018-7 will have on our condensed consolidated financial statements. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Dec. 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 December 31, 2018 2017 Income taxes computed at the federal statutory rate 21.0 % 24.5 % State taxes, net of federal benefit 3.0 % 2.5 % Tax Cuts and Jobs Act transitional impact (1) — % 9.6 % Permanent items (2) (0.1 )% (2.9 )% Net income attributable to noncontrolling interest (10.1 )% (10.4 )% Total 13.8 % 23.3 % (1) Transitional impact for the three months ending December 31, 2017 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 for the three months ending December 31, 2017 include the $24,710 reduction in our liability related to the tax receivable agreement with ABP Trust discussed in Note 7, Related Person Transactions . |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Dec. 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 December 31, 2018 and September 30, 2018 : December 31, September 30, 2018 2018 Money market funds included in cash and cash equivalents $ 283,604 $ 253,876 Current portion of due from related parties related to share based payment awards 2,613 4,986 Long term portion of due from related parties related to share based payment awards 5,131 8,183 Current portion of employer compensation liability related to share based payment awards included in accounts payable and accrued expenses 2,613 4,986 Long term portion of employer compensation liability related to share based payment awards 5,131 8,183 |
Related Person Transactions (Ta
Related Person Transactions (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Schedule of related party transactions | For the three months ended December 31, 2018 and 2017 , we recognized revenues from related parties as set forth in the following table: Three Months Ended December 31, 2018 (1)(2) 2017 (2) $ % $ % Managed Equity REITs: HPT (3) $ 66,395 23.7 % $ 86,066 39.4 % ILPT 8,460 3.0 — — OPI (4) 56,243 20.1 13,509 6.2 SIR (3) 47,843 17.1 36,990 16.9 SNH (3) 85,979 30.7 71,545 32.7 264,920 94.6 208,110 95.2 Managed Operators: Five Star 2,413 0.9 2,690 1.2 Sonesta 757 0.3 568 0.3 TA 3,853 1.4 3,771 1.7 7,023 2.6 7,029 3.2 Client Companies: ABP Trust 3,335 1.2 1,279 0.6 AIC 60 — 60 — Open End Fund 3,477 1.2 — — RIF 733 0.2 729 0.4 TRMT 695 0.2 706 0.3 8,300 2.8 2,774 1.3 Total revenues from related parties 280,243 100.0 217,913 99.7 Other unrelated parties 70 — 628 0.3 $ 280,313 100.0 % $ 218,541 100.0 % (1) Revenues from related parties for the three months ended December 31, 2018 includes other client company reimbursable expenses of $98,076 recognized due to the adoption of ASC 606 as summarized in Note 2, Recent Accounting Pronouncements. (2) Revenues from related parties for the three months ended December 31, 2018 and December 31, 2017 include $13,873 and $12,708 of reimbursable compensation and benefits, respectively. (3) The amounts for the three months ended December 31, 2018 include incentive business management fees of $53,635 , $25,817 and $40,642 , which we earned from HPT, SIR and SNH, respectively, and which were paid in January 2019. The amounts for the three months ended December 31, 2017 include incentive business management fees of $74,572 , $25,569 and $55,740 , which RMR LLC earned from HPT, SIR and SNH, respectively, and which were paid in January 2018 . (4) SIR merged with and into a subsidiary of OPI on December 31, 2018. This table presents revenues from SIR separately as they relate to periods prior to this merger. The following table represents amounts due from related parties as of the dates indicated: December 31, September 30, 2018 2018 Managed Equity REITs: HPT (1) $ 63,239 $ 8,391 ILPT (1) 4,055 2,692 OPI (1)(2) 65,085 7,870 SIR (2) — 5,887 SNH (1) 58,175 9,705 190,554 34,545 Managed Operators: Five Star 205 281 Sonesta 21 30 TA 637 599 863 910 Client Companies: ABP Trust (1) 1,400 383 AIC 27 20 Open End Fund (1) 2,284 608 RIF 28 31 TRMT (1) 760 532 4,499 1,574 $ 195,916 $ 37,029 (1) HPT, ILPT, OPI, SNH, ABP Trust, AIC, the Open End Fund and TRMT amounts include other client company reimbursable expenses of $2,702 , $1,758 , $29,864 , $10,004 , $1,112 , $7 , $1,470 and $278 , respectively. (2) As a result of the GOV/SIR Merger, OPI succeeded to SIR's rights and obligations. As a result, OPI is obligated to pay to RMR LLC all amounts due from SIR as of December 31, 2018 will be reimbursed to RMR LLC by OPI. |
Per Common Share Amounts (Table
Per Common Share Amounts (Tables) | 3 Months Ended |
Dec. 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 December 31, 2018 2017 Basic EPS Numerator: Net income attributable to RMR Inc. $ 52,209 $ 71,120 Income attributable to unvested participating securities (353 ) (457 ) Net income attributable to RMR Inc. used in calculating basic EPS $ 51,856 $ 70,663 Denominator: Weighted average common shares outstanding - basic 16,120 16,060 Net income attributable to RMR Inc. per common share - basic $ 3.22 $ 4.40 Diluted EPS Numerator: Net income attributable to RMR Inc. $ 52,209 $ 71,120 Income attributable to unvested participating securities (353 ) (457 ) Net income attributable to RMR Inc. used in calculating diluted EPS $ 51,856 $ 70,663 Denominator: Weighted average common shares outstanding - basic 16,120 16,060 Dilutive effect of incremental unvested shares 11 24 Weighted average common shares outstanding - diluted 16,131 16,084 Net income attributable to RMR Inc. per common share - diluted $ 3.22 $ 4.39 |
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 December 31, 2018 2017 Basic EPS Numerator: Net income attributable to RMR Inc. $ 52,209 $ 71,120 Income attributable to unvested participating securities (353 ) (457 ) Net income attributable to RMR Inc. used in calculating basic EPS $ 51,856 $ 70,663 Denominator: Weighted average common shares outstanding - basic 16,120 16,060 Net income attributable to RMR Inc. per common share - basic $ 3.22 $ 4.40 Diluted EPS Numerator: Net income attributable to RMR Inc. $ 52,209 $ 71,120 Income attributable to unvested participating securities (353 ) (457 ) Net income attributable to RMR Inc. used in calculating diluted EPS $ 51,856 $ 70,663 Denominator: Weighted average common shares outstanding - basic 16,120 16,060 Dilutive effect of incremental unvested shares 11 24 Weighted average common shares outstanding - diluted 16,131 16,084 Net income attributable to RMR Inc. per common share - diluted $ 3.22 $ 4.39 |
Net Income Attributable to RM_2
Net Income Attributable to RMR Inc. (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Net Income Attributable to RMR Inc. | |
Schedule of net income attributable to parent | Net income attributable to RMR Inc. for the three months ended December 31, 2018 and 2017 , is calculated as follows: Three Months Ended December 31, 2018 2017 Income before income tax expense and equity in losses of investees $ 139,784 $ 207,889 Add: RMR Inc. franchise tax expense and interest income 94 159 Less: tax receivable agreement remeasurement — (24,710 ) Less: unrealized loss on equity method investment accounted for under the fair value option (2,769 ) — Less: equity in losses of investees 35 (222 ) Less: fees from services provided prior to June 5, 2015 — (128 ) Net income before noncontrolling interest 137,144 182,988 Less: net income attributable to noncontrolling interest (65,871 ) (88,076 ) Net income attributable to RMR Inc. before income tax expense 71,273 94,912 Add: tax receivable agreement remeasurement — 24,710 Less: income tax expense attributable to RMR Inc. (18,970 ) (48,343 ) Less: RMR Inc. franchise tax expense and interest income (94 ) (159 ) Net income attributable to RMR Inc. $ 52,209 $ 71,120 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | Three months ended December 31, 2018 All Other RMR LLC (1) Operations Total Revenues: Management services $ 47,488 $ — $ 47,488 Incentive business management fees 120,094 — 120,094 Advisory services — 782 782 Total management and advisory services revenues 167,582 782 168,364 Reimbursable compensation and benefits 13,308 565 13,873 Other client company reimbursable expenses 98,076 — 98,076 Total reimbursable costs 111,384 565 111,949 Total revenues 278,966 1,347 280,313 Expenses: Compensation and benefits 26,425 1,587 28,012 Equity based compensation 1,784 27 1,811 Separation costs 6,397 — 6,397 Total compensation and benefits expense 34,606 1,614 36,220 General and administrative 6,385 935 7,320 Other client company reimbursable expenses 98,076 — 98,076 Transaction and acquisition related costs 184 — 184 Depreciation and amortization 242 13 255 Total expenses 139,493 2,562 142,055 Operating income (loss) 139,473 (1,215 ) 138,258 Interest and other income 1,373 153 1,526 Income (loss) before income tax expense and equity in losses of investees 140,846 (1,062 ) 139,784 Income tax expense — (18,970 ) (18,970 ) Unrealized loss on equity investment accounted for under the fair value option (2,769 ) — (2,769 ) Equity in losses of investees — 35 35 Net income (loss) $ 138,077 $ (19,997 ) $ 118,080 Total Assets: $ 625,116 $ 65,183 $ 690,299 (1) Intersegment revenues of $848 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 December 31, 2017 All Other RMR LLC (1) Operations Total Revenues: Management services $ 48,570 $ — $ 48,570 Incentive business management fees 155,881 — 155,881 Advisory services — 1,382 1,382 Total management and advisory services revenues 204,451 1,382 205,833 Reimbursable compensation and benefits 12,089 619 12,708 Total reimbursable costs 12,089 619 12,708 Total revenues 216,540 2,001 218,541 Expenses: Compensation and benefits 24,748 1,449 26,197 Equity based compensation 2,707 14 2,721 Total compensation and benefits expense 27,455 1,463 28,918 General and administrative 5,656 1,050 6,706 Transaction and acquisition related costs — 142 142 Depreciation and amortization 358 22 380 Total expenses 33,469 2,677 36,146 Operating income (loss) 183,071 (676 ) 182,395 Interest and other income 726 58 784 Tax receivable agreement remeasurement — 24,710 24,710 Income before income tax expense and equity in losses of investees 183,797 24,092 207,889 Income tax expense — (48,343 ) (48,343 ) Equity in earnings (losses) of investees — (222 ) (222 ) Net income (loss) $ 183,797 $ (24,473 ) $ 159,324 Total Assets: $ 460,121 $ 69,666 $ 529,787 (1) Intersegment revenues of $988 recognized by RMR LLC for services provided to the All Other Operations segment have been eliminated in the condensed consolidated financial statements. |
Basis of Presentation (Details)
Basis of Presentation (Details) | 3 Months Ended |
Dec. 31, 2018shares | |
RMR LLC | |
Related Party Transaction [Line Items] | |
Ownership percentage | 52.00% |
Class B membership units | |
Related Party Transaction [Line Items] | |
Membership units (in units) | 1,000,000 |
Class A common shares | Class A membership units | |
Related Party Transaction [Line Items] | |
Membership units (in units) | 15,229,687,000 |
Capital Unit Redeemable Class A Units | ABP Trust | |
Related Party Transaction [Line Items] | |
Membership units (in units) | 15,000,000 |
Ownership percentage | 48.00% |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Due from related parties | $ 195,916 | $ 37,029 |
Total reimbursable costs | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 111,949 | $ 12,708 |
Accounts payable and accrued expenses | ||
Disaggregation of Revenue [Line Items] | ||
Due from related parties | $ 47,195 |
Revenue Recognition - Managed E
Revenue Recognition - Managed Equity REITs (Details) - Managed REITs - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 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 | |
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 | |
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 | $ 28,271 | $ 30,602 |
Aggregate incentive business management fees | $ 120,094 | $ 155,881 |
Revenue Recognition - Business
Revenue Recognition - Business Management Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 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 | $ 7,395 | $ 6,872 |
AIC | ||
Related Party Transaction [Line Items] | ||
Business management fee percent based on total premiums paid | 3.00% | |
Open End Fund | ||
Related Party Transaction [Line Items] | ||
Management fee as a percent of NAV | 1.00% |
Revenue Recognition - Property
Revenue Recognition - Property Management Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 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 | $ 11,770 | $ 10,858 |
Revenue Recognition - Reimbursa
Revenue Recognition - Reimbursable Payroll Related and Other Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | ||
Equity based compensation expense and related reimbursements | $ 1,316 | $ 2,155 |
Reimbursable compensation and benefits | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 13,873 | $ 12,708 |
Revenue Recognition - Advisory
Revenue Recognition - Advisory Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Tremont Advisors | ||
Related Party Transaction [Line Items] | ||
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% | |
Advisory services | ||
Related Party Transaction [Line Items] | ||
Revenue | $ 782 | $ 1,382 |
Management services | ||
Related Party Transaction [Line Items] | ||
Revenue | $ 47,488 | 48,570 |
RIF | ||
Related Party Transaction [Line Items] | ||
Advisory fee percent | 0.85% | |
RMR Advisors and Tremont Advisors | Advisory services | ||
Related Party Transaction [Line Items] | ||
Revenue | $ 733 | 729 |
Tremont Advisors | Advisory services | ||
Related Party Transaction [Line Items] | ||
Revenue | 49 | 653 |
Tremont Advisors | Management services | ||
Related Party Transaction [Line Items] | ||
Revenue | $ 52 | $ 238 |
Equity Investments (Details)
Equity Investments (Details) - USD ($) $ in Thousands | Oct. 10, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 |
Schedule of Equity Method Investments [Line Items] | ||||
Equity method investment | $ 7,086 | $ 7,051 | ||
Equity in earnings (losses) of investees | 35 | $ (222) | ||
Unrealized losses on equity method investments | $ 2,769 | 0 | ||
Tremont Mortgage Trust | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage (for TA, less than) | 18.90% | |||
Equity in earnings (losses) of investees | $ (35) | (201) | ||
TA | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage (for TA, less than) | 4.00% | |||
Quoted market value | $ 5,613 | |||
Open End Fund | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage (for TA, less than) | 0.50% | |||
Equity in earnings (losses) of investees | $ (21) | |||
Tremont Advisors | Tremont Mortgage Trust | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Number of shares owned (in shares) | 600,100 | |||
Ownership percentage (for TA, less than) | 18.90% | |||
Equity method investment | $ 7,086 | |||
Quoted market value | $ 5,431 | |||
RMR LLC | TA | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Shares purchased (in shares) | 1,492,691 | |||
Purchases from related party | $ 8,382 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Income Tax Contingency [Line Items] | |||
Income taxes computed at the federal statutory rate | 21.00% | 24.50% | 24.50% |
Income tax expense | $ 18,970 | $ 48,343 | |
Federal income tax expense | 13,842 | 37,730 | |
State income tax expense | 5,128 | 10,613 | |
Adjustment to deferred tax asset | $ 19,817 | 19,817 | |
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 | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income taxes computed at the federal statutory rate | 21.00% | 24.50% | 24.50% |
State taxes, net of federal benefit | 3.00% | 2.50% | |
Tax Cuts and Jobs Act transitional impact | 0.00% | 9.60% | |
Permanent items | (0.10%) | (2.90%) | |
Net income attributable to noncontrolling interest | (10.10%) | (10.40%) | |
Total | 13.80% | 23.30% |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments (Details) - Recurring basis - Level 1 - USD ($) $ in Thousands | Dec. 31, 2018 | Sep. 30, 2018 |
Schedule of assets and liabilities measured at fair value | ||
Money market funds included in cash and cash equivalents | $ 283,604 | $ 253,876 |
Current portion of due from related parties related to share based payment awards | 2,613 | 4,986 |
Long term portion of due from related parties related to share based payment awards | 5,131 | 8,183 |
Current portion of employer compensation liability related to share based payment awards included in accounts payable and accrued expenses | 2,613 | 4,986 |
Long term portion of employer compensation liability related to share based payment awards | $ 5,131 | $ 8,183 |
Related Person Transactions - N
Related Person Transactions - Narrative (Details) | 3 Months Ended |
Dec. 31, 2018USD ($)shares | |
Five Star | |
Related Party Transaction [Line Items] | |
Ownership percentage (for TA, less than) | 35.70% |
HPT | |
Related Party Transaction [Line Items] | |
Ownership percentage (for TA, less than) | 1.10% |
ILPT | |
Related Party Transaction [Line Items] | |
Ownership percentage (for TA, less than) | 1.20% |
OPI | |
Related Party Transaction [Line Items] | |
Ownership percentage (for TA, less than) | 1.50% |
SNH | |
Related Party Transaction [Line Items] | |
Ownership percentage (for TA, less than) | 1.10% |
TA | |
Related Party Transaction [Line Items] | |
Ownership percentage (for TA, less than) | 4.00% |
RIF | |
Related Party Transaction [Line Items] | |
Ownership percentage (for TA, less than) | 2.20% |
TRMT | |
Related Party Transaction [Line Items] | |
Ownership percentage (for TA, less than) | 18.90% |
Open End Fund | |
Related Party Transaction [Line Items] | |
Ownership percentage (for TA, less than) | 0.50% |
ABP Trust | AIC | |
Related Party Transaction [Line Items] | |
Ownership percentage (for TA, less than) | 14.30% |
ABP Trust | Open End Fund | |
Related Party Transaction [Line Items] | |
Shares owned (in shares) | 206,300 |
ABP Trust | Class A common shares | |
Related Party Transaction [Line Items] | |
Common stock shares outstanding (in shares) | 132,002,000 |
ABP Trust | Class A Units | |
Related Party Transaction [Line Items] | |
Common stock shares outstanding (in shares) | 15,000,000 |
HPT | Class A common shares | |
Related Party Transaction [Line Items] | |
Shares owned (in shares) | 2,503,777,000 |
OPI | Class A common shares | |
Related Party Transaction [Line Items] | |
Shares owned (in shares) | 2,801,061,000 |
SNH | Class A common shares | |
Related Party Transaction [Line Items] | |
Shares owned (in shares) | 2,637,408,000 |
Open End Fund | RMR LLC | |
Related Party Transaction [Line Items] | |
Committed capital | $ | $ 100,000,000 |
Related Person Transactions - R
Related Person Transactions - Revenues from Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 280,243 | $ 217,913 |
Revenue from unrelated parties | 70 | 628 |
Total revenues | $ 280,313 | $ 218,541 |
Percentage of revenues from related parties | 100.00% | 99.70% |
Percentage of revenues from unrelated parties | 0.00% | 0.30% |
Percentage of revenue from related parties, net | 100.00% | 100.00% |
Managed REITs | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 264,920 | $ 208,110 |
Percentage of revenues from related parties | 94.60% | 95.20% |
HPT | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 66,395 | $ 86,066 |
Percentage of revenues from related parties | 23.70% | 39.40% |
ILPT | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 8,460 | $ 0 |
Percentage of revenues from related parties | 3.00% | 0.00% |
OPI | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 56,243 | $ 13,509 |
Percentage of revenues from related parties | 20.10% | 6.20% |
SIR | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 47,843 | $ 36,990 |
Percentage of revenues from related parties | 17.10% | 16.90% |
SNH | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 85,979 | $ 71,545 |
Percentage of revenues from related parties | 30.70% | 32.70% |
Managed Operators | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 7,023 | $ 7,029 |
Percentage of revenues from related parties | 2.60% | 3.20% |
Five Star | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 2,413 | $ 2,690 |
Percentage of revenues from related parties | 0.90% | 1.20% |
Sonesta | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 757 | $ 568 |
Percentage of revenues from related parties | 0.30% | 0.30% |
TA | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 3,853 | $ 3,771 |
Percentage of revenues from related parties | 1.40% | 1.70% |
Other | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 8,300 | $ 2,774 |
Percentage of revenues from related parties | 2.80% | 1.30% |
ABP Trust | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 3,335 | $ 1,279 |
Percentage of revenues from related parties | 1.20% | 0.60% |
AIC | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 60 | $ 60 |
Percentage of revenues from related parties | 0.00% | 0.00% |
Open End Fund | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 3,477 | $ 0 |
Percentage of revenues from related parties | 1.20% | 0.00% |
RIF | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 733 | $ 729 |
Percentage of revenues from related parties | 0.20% | 0.40% |
TRMT | ||
Related Party Transaction [Line Items] | ||
Revenue from related parties | $ 695 | $ 706 |
Percentage of revenues from related parties | 0.20% | 0.30% |
Related Person Transactions - F
Related Person Transactions - Footnotes to Revenue from Related Parties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
HPT | ||
Related Party Transaction [Line Items] | ||
Aggregate incentive business management fees | $ 53,635 | $ 74,572 |
SIR | ||
Related Party Transaction [Line Items] | ||
Aggregate incentive business management fees | 25,817 | 25,569 |
SNH | ||
Related Party Transaction [Line Items] | ||
Aggregate incentive business management fees | 40,642 | 55,740 |
Other client company reimbursable expenses | ||
Related Party Transaction [Line Items] | ||
Revenue | 98,076 | 0 |
Reimbursable compensation and benefits | ||
Related Party Transaction [Line Items] | ||
Revenue | $ 13,873 | $ 12,708 |
Related Person Transactions - D
Related Person Transactions - Due from/to Related Parties (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Due from related parties | $ 195,916 | $ 37,029 |
Managed REITs | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 190,554 | 34,545 |
HPT | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 63,239 | 8,391 |
ILPT | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 4,055 | 2,692 |
OPI | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 65,085 | 7,870 |
SIR | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 0 | 5,887 |
SNH | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 58,175 | 9,705 |
Managed Operators | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 863 | 910 |
Five Star | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 205 | 281 |
Sonesta | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 21 | 30 |
TA | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 637 | 599 |
Other | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 4,499 | 1,574 |
ABP Trust | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 1,400 | 383 |
AIC | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 27 | 20 |
Open End Fund | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 2,284 | 608 |
RIF | ||
Related Party Transaction [Line Items] | ||
Due from related parties | 28 | 31 |
TRMT | ||
Related Party Transaction [Line Items] | ||
Due from related parties | $ 760 | $ 532 |
Related Person Transactions - A
Related Person Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | ||
Other client company reimbursable expenses | $ 98,076 | $ 0 |
HPT | ||
Related Party Transaction [Line Items] | ||
Other client company reimbursable expenses | 2,702 | |
ILPT | ||
Related Party Transaction [Line Items] | ||
Other client company reimbursable expenses | 1,758 | |
OPI | ||
Related Party Transaction [Line Items] | ||
Other client company reimbursable expenses | 29,864 | |
SNH | ||
Related Party Transaction [Line Items] | ||
Other client company reimbursable expenses | 10,004 | |
ABP Trust | ||
Related Party Transaction [Line Items] | ||
Other client company reimbursable expenses | 1,112 | |
AIC | ||
Related Party Transaction [Line Items] | ||
Other client company reimbursable expenses | 7 | |
Open End Fund | ||
Related Party Transaction [Line Items] | ||
Other client company reimbursable expenses | 1,470 | |
TRMT | ||
Related Party Transaction [Line Items] | ||
Other client company reimbursable expenses | 278 | |
ABP Trust and Managed REIT | ||
Related Party Transaction [Line Items] | ||
Rental expense | $ 1,287 | $ 1,028 |
Related Person Transactions - T
Related Person Transactions - Tax Related Payments (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
RMR LLC | |||
Related Party Transaction [Line Items] | |||
Tax distributions | $ 8,685 | $ 16,333 | |
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 | $ 8,037 | 15,155 | |
ABP Trust | Up C Transaction | |||
Related Party Transaction [Line Items] | |||
Tax receivable agreement, percent of payment | 85.00% | ||
Liability related to Tax Receivable Agreement | $ 34,327 | ||
ABP Trust | Up C Transaction | Forecast | |||
Related Party Transaction [Line Items] | |||
Payments related to Tax Receivable Agreement | $ 2,279 | ||
ABP Trust and Managed REIT | RMR LLC | |||
Related Party Transaction [Line Items] | |||
Tax distributions | $ 16,722 | $ 31,488 |
Related Person Transactions - O
Related Person Transactions - Other (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 04, 2019 | Dec. 31, 2018 | Nov. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 |
Related Party Transaction [Line Items] | |||||||||
Separation costs | $ 6,397 | $ 0 | |||||||
Equity based compensation | 1,811 | $ 2,721 | |||||||
Resignation of Other Non-Executive Employees of RMR LLC | |||||||||
Related Party Transaction [Line Items] | |||||||||
Separation costs | $ 11 | ||||||||
Executive Vice President | John C. Popeo | Cash Bonus | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction | $ 963 | ||||||||
Executive Vice President | John C. Popeo | Retirement Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Separation costs | 1,953 | ||||||||
Equity based compensation | 537 | ||||||||
Executive Vice President | Mark L. Kleifges | Cash Bonus | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction | $ 1,594 | ||||||||
Executive Vice President | Mark L. Kleifges | Retirement Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Separation costs | 3,234 | ||||||||
Equity based compensation | $ 537 | ||||||||
Executive Vice President | Bruce J. Mackey Jr. | Cash Bonus | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction | $ 600 | ||||||||
Executive Vice President | Bruce J. Mackey Jr. | Retirement Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Separation costs | $ 125 | ||||||||
Forecast | Executive Vice President | John C. Popeo | Cash Bonus | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction | $ 963 | ||||||||
Forecast | Executive Vice President | Mark L. Kleifges | Cash Bonus | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction | $ 1,594 | ||||||||
Forecast | Executive Vice President | Bruce J. Mackey Jr. | Cash Bonus | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party transaction | $ 550 | ||||||||
RMR LLC | Forecast | Executive Vice President | Bruce J. Mackey Jr. | Cash Bonus | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of payment to related party | 20.00% | ||||||||
Five Star | Forecast | Executive Vice President | Bruce J. Mackey Jr. | Cash Bonus | |||||||||
Related Party Transaction [Line Items] | |||||||||
Percentage of payment to related party | 80.00% | ||||||||
Subsequent event | TRMT | Credit Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Borrowing capacity | $ 25,000 | ||||||||
Subsequent event | LIBOR | TRMT | Credit Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Basis spread on variable rate | 6.50% |
Distributions (Details)
Distributions (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 18, 2019 | Nov. 15, 2018 | Dec. 31, 2018 | Sep. 30, 2018 |
Class A common shares | ||||
Class of Stock [Line Items] | ||||
Common stock shares outstanding (in shares) | 15,229,687 | 15,229,957 | ||
Class A and B-1 common shares | ||||
Class of Stock [Line Items] | ||||
Dividends paid (in dollars per share) | $ 0.35 | |||
Value of dividends | $ 5,680 | |||
Common stock shares outstanding (in shares) | 16,229,957 | 16,229,687 | ||
ABP Trust | Class A common shares | ||||
Class of Stock [Line Items] | ||||
Value of dividends | $ 4,500 | $ 4,500 | ||
Common stock shares outstanding (in shares) | 15,000,000 | |||
RMR LLC | RMR LLC | ||||
Class of Stock [Line Items] | ||||
Dividends paid (in dollars per share) | $ 0.3 | |||
Value of dividends | $ 9,369 | |||
RMR LLC | RMR LLC | Class A and B-1 common shares | ||||
Class of Stock [Line Items] | ||||
Value of dividends | $ 4,869 | |||
Subsequent event | Class A and B-1 common shares | ||||
Class of Stock [Line Items] | ||||
Dividends paid (in dollars per share) | $ 0.35 | |||
Value of dividends | $ 5,680 | |||
Subsequent event | RMR LLC | RMR LLC | ||||
Class of Stock [Line Items] | ||||
Dividends paid (in dollars per share) | $ 0.30 | |||
Value of dividends | $ 9,369 | |||
Subsequent event | RMR LLC | RMR LLC | Class A and B-1 common shares | ||||
Class of Stock [Line Items] | ||||
Value of dividends | $ 4,869 |
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 | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | ||
Net income attributable to RMR Inc. | $ 52,209 | $ 71,120 |
Income attributable to unvested participating securities | (353) | (457) |
Net income attributable to RMR Inc. used in calculating basic EPS | $ 51,856 | $ 70,663 |
Denominator: | ||
Weighted average common shares outstanding - basic (in shares) | 16,120 | 16,060 |
Net income attributable to RMR Inc. per common share - basic (in dollars per share) | $ 3.22 | $ 4.40 |
Numerator: | ||
Net income attributable to RMR Inc. | $ 52,209 | $ 71,120 |
Income attributable to unvested participating securities | (353) | (457) |
Net income attributable to RMR Inc. used in calculating diluted EPS | $ 51,856 | $ 70,663 |
Denominator: | ||
Weighted average common shares outstanding - basic (in shares) | 16,120 | 16,060 |
Dilutive effect of incremental unvested shares (in shares) | 11 | 24 |
Weighted average common shares outstanding - diluted (in shares) | 16,131 | 16,084 |
Net income attributable to RMR Inc. per common share - diluted (in dollars per share) | $ 3.22 | $ 4.39 |
Per Common Share Amounts - Addi
Per Common Share Amounts - Additional Information (Details) | 3 Months Ended | |
Dec. 31, 2018shares | Dec. 31, 2017shares | |
Class of Stock [Line Items] | ||
Weighted average common stock shares outstanding diluted (in shares) | 16,131,000 | 16,084,000 |
Class A membership units | ||
Class of Stock [Line Items] | ||
Antidilutive securities (in shares) | 15,000,000,000 | |
Conversion ratio | 1 | |
Weighted average common stock shares outstanding diluted (in shares) | 30,229,687,000 | |
Class B-1 common shares | ||
Class of Stock [Line Items] | ||
Conversion ratio | 1 |
Net Income Attributable to RM_3
Net Income Attributable to RMR Inc. (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net Income Attributable to RMR Inc. | ||
Income before income tax expense and equity in losses of investees | $ 139,784 | $ 207,889 |
Add: RMR Inc. franchise tax expense and interest income | 94 | 159 |
Less: tax receivable agreement remeasurement | 0 | (24,710) |
Less: unrealized loss on equity method investment accounted for under the fair value option | (2,769) | 0 |
Less: equity in losses of investees | 35 | (222) |
Less: fees from services provided prior to June 5, 2015 | 0 | (128) |
Net income before noncontrolling interest | 137,144 | 182,988 |
Less: net income attributable to noncontrolling interest | (65,871) | (88,076) |
Net income attributable to RMR Inc. before income tax expense | 71,273 | 94,912 |
Less: income tax expense attributable to RMR Inc. | (18,970) | (48,343) |
Less: RMR Inc. franchise tax expense and interest income | (94) | (159) |
Net income attributable to RMR Inc. | $ 52,209 | $ 71,120 |
Segment Reporting (Details)
Segment Reporting (Details) $ in Thousands | 3 Months Ended | ||
Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Sep. 30, 2018USD ($) | |
Segment Reporting | |||
Number of reportable business segments | segment | 1 | ||
Revenues: | |||
Total revenues | $ 280,313 | $ 218,541 | |
Expenses: | |||
Compensation and benefits | 28,012 | 26,197 | |
Equity based compensation | 1,811 | 2,721 | |
Separation costs | 6,397 | 0 | |
Total compensation and benefits expense | 36,220 | 28,918 | |
General and administrative | 7,320 | 6,706 | |
Other client company reimbursable expenses | 98,076 | 0 | |
Transaction and acquisition related costs | 184 | 142 | |
Depreciation and amortization | 255 | 380 | |
Total expenses | 142,055 | 36,146 | |
Operating income (loss) | 138,258 | 182,395 | |
Interest and other income | 1,526 | 784 | |
Tax receivable agreement remeasurement | 0 | 24,710 | |
Income before income tax expense and equity in earnings (losses) of investee | 139,784 | 207,889 | |
Income tax expense | (18,970) | (48,343) | |
Unrealized loss on equity investment accounted for under the fair value option | (2,769) | 0 | |
Equity in earnings (losses) of investees | 35 | (222) | |
Net income (loss) | 118,080 | 159,324 | |
Total Assets | 690,299 | 529,787 | $ 504,428 |
Intersegment Eliminations | |||
Revenues: | |||
Total revenues | 848 | 988 | |
RMR LLC | Operating Segments | |||
Revenues: | |||
Total revenues | 278,966 | 216,540 | |
Expenses: | |||
Compensation and benefits | 26,425 | 24,748 | |
Equity based compensation | 1,784 | 2,707 | |
Separation costs | 6,397 | ||
Total compensation and benefits expense | 34,606 | 27,455 | |
General and administrative | 6,385 | 5,656 | |
Other client company reimbursable expenses | 98,076 | ||
Transaction and acquisition related costs | 184 | 0 | |
Depreciation and amortization | 242 | 358 | |
Total expenses | 139,493 | 33,469 | |
Operating income (loss) | 139,473 | 183,071 | |
Interest and other income | 1,373 | 726 | |
Tax receivable agreement remeasurement | 0 | ||
Income before income tax expense and equity in earnings (losses) of investee | 140,846 | 183,797 | |
Income tax expense | 0 | 0 | |
Unrealized loss on equity investment accounted for under the fair value option | (2,769) | ||
Equity in earnings (losses) of investees | 0 | 0 | |
Net income (loss) | 138,077 | 183,797 | |
Total Assets | 625,116 | 460,121 | |
All Other Operations | Operating Segments | |||
Revenues: | |||
Total revenues | 1,347 | 2,001 | |
Expenses: | |||
Compensation and benefits | 1,587 | 1,449 | |
Equity based compensation | 27 | 14 | |
Separation costs | 0 | ||
Total compensation and benefits expense | 1,614 | 1,463 | |
General and administrative | 935 | 1,050 | |
Other client company reimbursable expenses | 0 | ||
Transaction and acquisition related costs | 0 | 142 | |
Depreciation and amortization | 13 | 22 | |
Total expenses | 2,562 | 2,677 | |
Operating income (loss) | (1,215) | (676) | |
Interest and other income | 153 | 58 | |
Tax receivable agreement remeasurement | 24,710 | ||
Income before income tax expense and equity in earnings (losses) of investee | (1,062) | 24,092 | |
Income tax expense | (18,970) | (48,343) | |
Unrealized loss on equity investment accounted for under the fair value option | 0 | ||
Equity in earnings (losses) of investees | 35 | (222) | |
Net income (loss) | (19,997) | (24,473) | |
Total Assets | 65,183 | 69,666 | |
Total management and advisory services revenues | |||
Revenues: | |||
Revenue | 168,364 | 205,833 | |
Total management and advisory services revenues | RMR LLC | Operating Segments | |||
Revenues: | |||
Revenue | 167,582 | 204,451 | |
Total management and advisory services revenues | All Other Operations | Operating Segments | |||
Revenues: | |||
Revenue | 782 | 1,382 | |
Management services | |||
Revenues: | |||
Revenue | 47,488 | 48,570 | |
Management services | RMR LLC | Operating Segments | |||
Revenues: | |||
Revenue | 47,488 | 48,570 | |
Management services | All Other Operations | Operating Segments | |||
Revenues: | |||
Revenue | 0 | 0 | |
Incentive business management fees | |||
Revenues: | |||
Revenue | 120,094 | 155,881 | |
Incentive business management fees | RMR LLC | Operating Segments | |||
Revenues: | |||
Revenue | 120,094 | 155,881 | |
Incentive business management fees | All Other Operations | Operating Segments | |||
Revenues: | |||
Revenue | 0 | 0 | |
Advisory services | |||
Revenues: | |||
Revenue | 782 | 1,382 | |
Advisory services | RMR LLC | Operating Segments | |||
Revenues: | |||
Revenue | 0 | 0 | |
Advisory services | All Other Operations | Operating Segments | |||
Revenues: | |||
Revenue | 782 | 1,382 | |
Total reimbursable costs | |||
Revenues: | |||
Revenue | 111,949 | 12,708 | |
Total reimbursable costs | RMR LLC | Operating Segments | |||
Revenues: | |||
Revenue | 111,384 | 12,089 | |
Total reimbursable costs | All Other Operations | Operating Segments | |||
Revenues: | |||
Revenue | 565 | 619 | |
Reimbursable compensation and benefits | |||
Revenues: | |||
Revenue | 13,873 | 12,708 | |
Reimbursable compensation and benefits | RMR LLC | Operating Segments | |||
Revenues: | |||
Revenue | 13,308 | 12,089 | |
Reimbursable compensation and benefits | All Other Operations | Operating Segments | |||
Revenues: | |||
Revenue | 565 | 619 | |
Other client company reimbursable expenses | |||
Revenues: | |||
Revenue | 98,076 | $ 0 | |
Other client company reimbursable expenses | RMR LLC | Operating Segments | |||
Revenues: | |||
Revenue | 98,076 | ||
Other client company reimbursable expenses | All Other Operations | Operating Segments | |||
Revenues: | |||
Revenue | $ 0 |