RMR GROUP INC., 10-Q filed on 2/5/2025
Quarterly Report
v3.25.0.1
Cover Page - shares
3 Months Ended
Dec. 31, 2024
Feb. 03, 2025
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Dec. 31, 2024  
Document Transition Report false  
Entity File Number 001-37616  
Entity Registrant Name RMR GROUP INC.  
Entity Incorporation, State or Country Code MD  
Entity Tax Identification Number 47-4122583  
Entity Address, Address Line One Two Newton Place  
Entity Address, Address Line Two 255 Washington Street  
Entity Address, Address Line Three Suite 300  
Entity Address, City or Town Newton  
Entity Address, State or Province MA  
Entity Address, Postal Zip Code 02458-1634  
City Area Code 617  
Local Phone Number 796-8230  
Title of 12(b) Security Class A common stock, $0.001 par value per share  
Trading Symbol RMR  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Central Index Key 0001644378  
Amendment Flag false  
Current Fiscal Year End Date --09-30  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q1  
Class A Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   15,844,688
Class B-1 Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   1,000,000
Class B-2 Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding   15,000,000
v3.25.0.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Assets    
Cash and cash equivalents $ 147,580  
Prepaid and other current assets 13,369 $ 9,789
Assets held for sale 8,656 8,700
Total current assets 291,045 294,118
Loans held for investment, net of allowance for credit losses of $194 and $343, respectively 57,887 56,221
Property and equipment, net of accumulated depreciation of $4,318 and $3,447, respectively 76,757 76,433
Investments 26,454 23,733
Goodwill 71,761 71,761
Intangible assets, net of accumulated amortization of $4,506 and $3,719, respectively 19,168 20,299
Operating lease right of use assets 25,450 27,353
Deferred tax asset 14,346 15,163
Other assets, net of accumulated amortization of $90,094 and $87,740, respectively 103,709 106,063
Total assets 692,732 700,494
Current liabilities:    
Reimbursable accounts payable and accrued expenses 79,383 90,444
Accounts payable and accrued expenses 41,324 31,599
Current portion of Earnout liability 1,501 517
Operating lease liabilities 5,658 5,906
Liabilities held for sale 4,880 4,973
Total current liabilities 132,746 133,439
Operating lease liabilities, net of current portion 20,352 22,147
Amounts due pursuant to tax receivable agreement, net of current portion 18,442 18,442
Employer compensation liability, net of current portion 6,155 9,350
Earnout liability, net of current portion 7,047 11,441
Secured financing facility, net 41,027 41,109
Mortgage note payable 45,219 45,149
Total liabilities 270,988 281,077
Commitments and contingencies
Equity:    
Additional paid in capital 119,361 118,811
Retained earnings 442,606 436,226
Cumulative common distributions (325,076) (317,495)
Total shareholders’ equity 236,923 237,574
Noncontrolling interest in The RMR Group LLC 181,475 181,439
Noncontrolling interest in consolidated entities 3,346 404
Total noncontrolling interests 184,821 181,843
Total equity 421,744 419,417
Total liabilities and equity 692,732 700,494
Parent Company    
Assets    
Cash and cash equivalents 24,398 23,189
RMR LLC    
Assets    
Cash and cash equivalents 123,182 118,410
Class A Common Stock    
Equity:    
Common stock 16 16
Class B-1 Common Stock    
Equity:    
Common stock 1 1
Class B-2 Common Stock    
Equity:    
Common stock 15 15
Total revenues from related parties    
Assets    
Due from related parties 121,440 134,030
Due from related parties, net of current portion $ 6,155 $ 9,350
v3.25.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Allowance for credit losses $ 194 $ 343
Accumulated depreciation 4,318 3,447
Accumulated amortization 4,506 3,719
Accumulated amortization $ 90,094 $ 87,740
Class A Common Stock    
Common stock, par value (in usd per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 31,950,000 31,950,000
Common stock, shares issued (in shares) 15,844,688 15,846,025
Common stock shares outstanding (in shares) 15,844,688 15,846,025
Class B-1 Common Stock    
Common stock, par value (in usd per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 1,000,000 1,000,000
Common stock, shares issued (in shares) 1,000,000 1,000,000
Common stock shares outstanding (in shares) 1,000,000 1,000,000
Class B-2 Common Stock    
Common stock, par value (in usd per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 15,000,000 15,000,000
Common stock, shares issued (in shares) 15,000,000 15,000,000
Common stock shares outstanding (in shares) 15,000,000 15,000,000
v3.25.0.1
Condensed Consolidated Statements of Income - USD ($)
shares in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Revenues:    
Revenues $ 47,392,000 $ 46,518,000
Income from loan investments, net 546,000 0
Rental property revenues 1,622,000 26,000
Total reimbursable costs 169,916,000 215,153,000
Total revenues 219,476,000 261,697,000
Expenses:    
Compensation and benefits 42,562,000 34,772,000
Equity based compensation 126,000 2,829,000
Separation costs 0 3,544,000
Total compensation and benefits expense 42,688,000 41,145,000
General and administrative 11,284,000 9,514,000
Other reimbursable expenses 148,556,000 195,998,000
Rental property expenses 426,000 12,000
Transaction and acquisition related costs 787,000 3,987,000
Depreciation and amortization 2,347,000 423,000
Total expenses 206,088,000 251,079,000
Operating income 13,388,000 10,618,000
Change in fair value of Earnout liability 3,410,000 0
Interest income 1,556,000 3,508,000
Interest expense (699,000) (11,000)
(Loss) gain on investments (1,071,000) 4,049,000
Income before income tax expense 16,584,000 18,164,000
Income tax expense (2,476,000) (2,638,000)
Net income 14,108,000 15,526,000
Net income attributable to noncontrolling interest in The RMR Group LLC (7,722,000) (8,531,000)
Net (income) loss attributable to noncontrolling interest in consolidated entities (6,000) 2,000
Net income attributable to The RMR Group Inc. $ 6,380,000 $ 6,997,000
Weighted average common shares outstanding - basic (in shares) 16,613 16,508
Weighted average common shares outstanding - diluted (in shares) 16,613 31,512
Net income attributable to The RMR Group Inc. per common share - basic (in usd per share) $ 0.38 $ 0.42
Net income attributable to The RMR Group Inc. per common share - diluted (in usd per share) $ 0.38 $ 0.41
Management services    
Revenues:    
Revenues $ 46,183,000 $ 45,094,000
Incentive fees    
Revenues:    
Revenues 68,000 299,000
Advisory services    
Revenues:    
Revenues 1,141,000 1,125,000
Reimbursable compensation and benefits    
Revenues:    
Total reimbursable costs 21,790,000 16,828,000
Reimbursable equity based compensation    
Revenues:    
Total reimbursable costs (430,000) 2,327,000
Other reimbursable expenses    
Revenues:    
Total reimbursable costs $ 148,556,000 $ 195,998,000
v3.25.0.1
Condensed Consolidated Statements of Shareholders' Equity - USD ($)
$ in Thousands
Total
Total Shareholders' Equity
Common Stock
Class A Common Stock
Common Stock
Class B-1 Common Stock
Common Stock
Class B-2 Common Stock
Additional Paid In Capital
Retained Earnings
Cumulative Common Distributions
The RMR Group LLC
Consolidated Entities
Beginning balance at Sep. 30, 2023 $ 423,663 $ 240,066 $ 16 $ 1 $ 15 $ 116,010 $ 413,096 $ (289,072) $ 183,597 $ 0
Increase (Decrease) in Shareholders' Equity                    
Share awards, net 588 588       588        
Net income 15,526 6,997         6,997   8,531 (2)
Tax distributions to member (4,102)               (4,102)  
Common share distributions (11,484) (6,684)           (6,684) (4,800)  
Consolidation of investments / Acquisition of MPC Partnership Holdings LLC 444                 444
Ending balance at Dec. 31, 2023 424,635 240,967 16 1 15 116,598 420,093 (295,756) 183,226 442
Beginning balance at Sep. 30, 2024 419,417 237,574 16 1 15 118,811 436,226 (317,495) 181,439 404
Increase (Decrease) in Shareholders' Equity                    
Share awards, net 550 550       550        
Net income 14,108 6,380         6,380   7,722 6
Tax distributions to member (2,886)               (2,886)  
Common share distributions (12,381) (7,581)           (7,581) (4,800)  
Consolidation of investments / Acquisition of MPC Partnership Holdings LLC 2,936                 2,936
Ending balance at Dec. 31, 2024 $ 421,744 $ 236,923 $ 16 $ 1 $ 15 $ 119,361 $ 442,606 $ (325,076) $ 181,475 $ 3,346
v3.25.0.1
Condensed Consolidated Statements of Cash Flows
$ in Thousands
3 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Cash Flows from Operating Activities:    
Net income $ 14,108 $ 15,526
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 2,347 423
Straight line rent, net (140) (89)
Amortization expense related to other assets 2,354 2,354
Reversal of credit losses (72) 0
Provision for deferred income taxes 817 864
Change in fair value of Earnout liability (3,410) 0
Operating expenses paid in The RMR Group Inc. common shares 556 600
Distributions from investments 598 598
Loss (gain) on investments 1,071 (4,049)
Changes in assets and liabilities:    
Due from related parties 10,420 4,491
Prepaid and other current assets (3,525) (901)
Reimbursable accounts payable and accrued expenses (11,061) (215)
Accounts payable and accrued expenses 10,966 10,329
Net cash provided by operating activities 25,029 29,931
Cash Flows from Investing Activities:    
Acquisition of MPC Partnership Holdings LLC, net of cash acquired 0 (78,771)
Funding of loans held for investment (1,400) 0
Purchase of property and equipment (1,469) (1,123)
Investment in Fund VII (768) 0
Net cash used in investing activities (3,637) (79,894)
Cash Flows from Financing Activities:    
Payment of deferred financing fees (138) 0
Distributions to noncontrolling interests (7,686) (8,902)
Distributions to common shareholders (7,581) (6,684)
Repurchase of common shares (6) (12)
Net cash used in financing activities (15,411) (15,598)
Increase (decrease) in cash and cash equivalents 5,981 (65,561)
Cash and cash equivalents at beginning of period 141,599 267,989
Cash and cash equivalents at end of period 147,580 202,428
Supplemental Disclosures:    
Income taxes paid 8 220
Interest paid 1,428 0
Non-cash investing and financing activities:    
Recognition of right of use assets and related lease liabilities 70 2,652
Recognition of Earnout liability 0 14,547
Write-off of fully depreciated property and equipment 350 393
Write-off of fully amortized intangible assets 339 0
Assumption of mortgage note payable 0 5,429
Property and equipment accrued, not paid $ 87 $ 0
v3.25.0.1
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Cash and cash equivalents $ 147,580   $ 202,428
Parent Company      
Cash and cash equivalents 24,398 $ 23,189 30,257
RMR LLC      
Cash and cash equivalents $ 123,182 $ 118,410 $ 172,171
v3.25.0.1
Organization
3 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization Organization
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 condensed consolidated 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, 2024, RMR Inc. owned 15,844,688 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 52.9% of the economic interest of RMR LLC as of December 31, 2024. 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 47.1% of the economic interest of RMR LLC as of December 31, 2024, which is presented as noncontrolling interest in the RMR Group LLC within the condensed consolidated financial statements. Adam D. Portnoy, the Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee of ABP Trust, and owns all of ABP Trust’s voting securities.
RMR LLC provides management services to four publicly traded equity real estate investment trusts, or REITs: Diversified Healthcare Trust, or DHC, which owns medical office and life science properties, senior living communities and other healthcare related properties; Industrial Logistics Properties Trust, or ILPT, which owns and leases industrial and logistics properties; Office Properties Income Trust, or OPI, which owns and leases office properties primarily to single tenants and those with high credit quality characteristics; and Service Properties Trust, or SVC, which owns a diverse portfolio of hotels and service-focused retail net lease properties. DHC, ILPT, OPI and SVC are collectively referred to as the Managed Equity REITs.
RMR LLC’s wholly owned subsidiary, Tremont Realty Capital LLC, or Tremont, an investment adviser registered with the Securities and Exchange Commission, or SEC, provides advisory services for Seven Hills Realty Trust, or SEVN. SEVN is a publicly traded mortgage REIT that focuses on originating and investing in first mortgage loans secured by middle market and transitional commercial real estate. Tremont may also act as a transaction broker for non-investment advisory clients for negotiated fees, which we refer to as the Tremont business. The Managed Equity REITs and SEVN are collectively referred to as the Perpetual Capital clients.
RMR LLC provides management services to AlerisLife Inc., or AlerisLife, an operator of senior living communities, many of which are owned by DHC, and 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, and many of the U.S. hotels that Sonesta operates are owned by SVC.
RMR LLC provides management services through certain of its subsidiaries to multiple private funds and the underlying residential real estate assets of the funds, as well as property management services to third party owners. The residential real estate we manage through these subsidiaries are presented as RMR Residential in these condensed consolidated financial statements.
In addition, RMR LLC provides management services to other private capital vehicles including ABP Trust and other private entities that own commercial real estate, of which certain of our Managed Equity REITs own minority equity interests. These other private clients, along with AlerisLife, Sonesta and clients of RMR Residential are collectively referred to as the Private Capital clients.
v3.25.0.1
Basis of Presentation
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation Basis of Presentation
The accompanying condensed consolidated financial statements 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, 2024, or our 2024 Annual Report.
In the opinion of management, all adjustments 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. Certain prior period amounts have been reclassified to conform with current period presentation. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.
We report our results in a single reportable segment, which reflects how our chief operating decision maker, or the CODM, allocates resources and evaluates our financial results. Preparation of these condensed consolidated financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that may affect the amounts reported in these condensed consolidated financial statements and related notes. Significant estimates in the accompanying condensed consolidated financial statements include purchase price allocations, useful lives of intangibles and the fair value of certain assets and liabilities. The actual results could differ from these estimates.
Recent Accounting Pronouncements
Segments. On November 27, 2023, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU No. 2023-07, which requires public entities to: i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Accounting Standards Codification, or ASC, 280, Segment Reporting, or ASC 280, in interim periods; and iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. Public entities with a single reportable segment must apply all the disclosure requirements of ASU No. 2023-07, as well as all the existing segment disclosures under ASC 280. The amendments in ASU No. 2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU No. 2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact ASU No. 2023-07 will have on our condensed consolidated financial statements and disclosures.
Income Taxes. On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU No. 2023-09, which requires public entities to enhance its annual income tax disclosures by requiring: i) consistent categories and greater disaggregation of information in the rate reconciliation, and ii) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our condensed consolidated financial statements and disclosures.
v3.25.0.1
Acquisition of MPC Partnership Holdings LLC
3 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisition of MPC Partnership Holdings LLC Acquisition of MPC Partnership Holdings LLC
On December 19, 2023, or the Acquisition Date, RMR LLC acquired all of the issued and outstanding equity interests of MPC Partnership Holdings LLC, or MPC (now doing business as RMR Residential), or the Acquisition. The Acquisition was accounted for as a business combination under the FASB ASC Topic 805, Business Combinations. The purchase price of $99,021 was allocated to the assets acquired and liabilities assumed based on estimates of fair values as of the Acquisition Date. As of December 31, 2024, we have completed the purchase price allocation for the Acquisition with no material adjustments from those disclosed within our 2024 Annual Report on Form 10-K.
As part of the Acquisition, we acquired a 90.0% economic ownership interest in 260 Woodstock Investor, LLC, a mixed-use apartment complex located in Woodstock, GA, or the Woodstock Property. As of December 31, 2024, the aggregate carrying value of the Woodstock Property is presented in assets held for sale and liabilities held for sale in our condensed consolidated balance sheets. In January 2025, we sold the Woodstock Property for a sales price of $9,800, excluding closing costs.
v3.25.0.1
Revenue Recognition
3 Months Ended
Dec. 31, 2024
Revenue Recognition [Abstract]  
Revenue Recognition Revenue Recognition
Revenues from services we provide are recognized as earned over time as the services provided represent performance obligations that are satisfied over time.
Management Agreements with the Managed Equity REITs
We are party to a business management and a property management agreement with each Managed Equity REIT. The following is a summary of the fees we earn pursuant to our business management agreements with the Managed Equity REITs. For a summary of the fees we earn pursuant to our property management agreements with the Managed Equity REITs, see Property Management Agreements, below.
Base Business Management Fees 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 in cash monthly in arrears. 
We earned aggregate base business management fees from the Managed Equity REITs of $20,399 and $21,550 for the three months ended December 31, 2024 and 2023, respectively.
Incentive Business Management Fees We may also earn annual incentive business management fees from the Managed Equity REITs under the business management agreements. The incentive business management fees, which are payable in cash, are contingent performance based fees recognized only when earned at the end of each respective measurement period. 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 business management 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 period for the annual incentive business management fees is defined as the three year period ending on December 31 of the year for which such fee is being calculated.
We did not earn incentive business management fees from the Managed Equity REITs for calendar years 2024 and 2023.
Other Management Agreements
We earn management fees by providing continuous services pursuant to the management agreements with ABP Trust regarding AlerisLife and with Sonesta; equal to 0.6% of: (i) in the case of AlerisLife, AlerisLife’s revenues from all sources reportable under GAAP, less any revenues reportable by AlerisLife with respect to properties for which it provides management services, plus the gross revenues at those properties determined in accordance with GAAP, payable in cash monthly in arrears; and (ii) in the case of Sonesta, Sonesta’s estimated revenues from all sources reportable under GAAP, less any estimated revenues reportable by Sonesta with respect to hotels for which it provides management services, plus the estimated gross revenues at those hotels determined in accordance with GAAP, payable in cash monthly in advance.
We also earn management fees from certain other Private Capital clients based on a percentage of average invested capital, as defined in the applicable management agreements. These management fees are payable in cash monthly in arrears.
We earned aggregate base business management fees from the Private Capital clients of $6,807 and $6,682 for the three months ended December 31, 2024 and 2023, respectively.
Property Management Agreements
We earn property management fees by providing continuous services pursuant to property management agreements with the Managed Equity REITs, SEVN, RMR Residential and certain Private Capital clients. We generally earn fees under these agreements between 2.5% to 3.5% of gross collected rents. Also, under the terms of the property management agreements, we receive additional fees for construction supervision services up to 5.0% of the cost of such construction. In addition, we earn fees under our RMR Residential property management agreements for providing certain marketing, information technology and other management services, as defined in the applicable management agreements, and the related costs are included in general and administrative expenses in our condensed consolidated financial statements. These management fees are payable in cash monthly in arrears.
For the three months ended December 31, 2024 and 2023, we earned aggregate property management fees of $18,977 and $16,862, respectively, including construction supervision fees of $3,829 and $5,271, respectively.
Management Agreements with Advisory Clients
Tremont is primarily compensated pursuant to its management agreement with SEVN at an annual rate of 1.5% of equity, as defined in the applicable agreement. Tremont may also earn an incentive fee under its management agreement with SEVN equal to the difference between: (a) the product of (i) 20% and (ii) the difference between (A) core earnings, as defined in the applicable agreements, for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (B) the product of (1) equity in the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), including the calendar quarter (or part thereof) for which the calculation of the incentive fee is being made, and (2) 7% per year and (b) the sum of any incentive fees paid to Tremont with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). No incentive fee shall be payable with respect to any calendar quarter unless core earnings for the 12 most recently completed calendar quarters in the aggregate is greater than zero. The incentive fee may not be less than zero. Tremont earned incentive fees from SEVN of $68 and $299 for the three months ended December 31, 2024 and 2023, respectively.
We earned advisory services revenue of $1,141 and $1,125 for the three months ended December 31, 2024 and 2023, respectively.
Other Revenues
Interest income related to our commercial real estate mortgage loans is generally accrued based on the coupon rates applied to the outstanding principal balance of such loans. Fees, premiums and discounts, if any, will be amortized or accreted into interest income over the remaining lives of the loans using the effective interest method, as adjusted for any prepayments. Revenues from our rental of residential property is recognized on a straight line basis over the underlying lease term.
Reimbursable Costs
We determined we control the services provided by third parties for certain of our clients and therefore account for the cost of these services and the related reimbursement revenue on a gross basis.
Reimbursable Compensation and Benefits Reimbursable compensation and benefits include reimbursements, at cost, that arise primarily from services our employees provide pursuant to our property management agreements at the properties of our clients. A significant portion of these compensation and benefits are charged or passed through to and paid by tenants of our clients. We recognize the revenue for reimbursements when we incur the related reimbursable compensation and benefits expense on behalf of our clients.
Reimbursable Equity Based Compensation Reimbursable equity based compensation includes awards of common shares by our clients directly to certain of our officers and employees in connection with the provision of management services to those clients. The revenue in respect of each award is based on the fair value as of the award date for those shares that have vested, with subsequent changes in the fair value of the unvested awards being recognized in our condensed consolidated
statements of income over the requisite service periods. We record an equal, offsetting amount as equity based compensation expense for the value of these awards.
Other Reimbursable Expenses Other reimbursable expenses include reimbursements that arise from services we provide pursuant to our property management agreements, which include third party costs related to matters such as maintenance and repairs, development costs, security and cleaning services, a significant portion of which are charged or passed through to and paid by tenants of our clients.
v3.25.0.1
Loans Held for Investment, Net
3 Months Ended
Dec. 31, 2024
Receivables [Abstract]  
Loans Held for Investment, Net Loans Held for Investment, Net
As part of our strategic initiative to expand our private capital business, our plan is to amass a small portfolio of loans, financed, in part, through a bank repurchase facility, in a Tremont managed vehicle and bring in third parties to invest in the vehicle. The vehicle would then continue growing by making additional loans.
Generally, these loans are classified as held for investment based upon our intent and ability to hold them until maturity. Loans that are held for investment are carried at cost, net of unamortized loan origination fees, accreted exit fees, unamortized premiums and unaccreted discounts, as applicable, that are required to be recognized in the carrying value of the loans in accordance with GAAP, unless the loans are determined to be collateral dependent.
During the three months ended December 31, 2024, we funded an additional $1,400 to the borrower of our floating rate first mortgage loan secured by an industrial property in Wayne, PA.
During the three months ended December 31, 2024, we amortized an aggregate $117 in deferred origination fees and exit fees. As of December 31, 2024 and September 30, 2024, deferred origination fees of $582 and $651, respectively, remain unamortized and we accrued $83 and $35, respectively, in exit fee receivables, which we include in loans held for investment in our condensed consolidated balance sheets.
The table below provides overall statistics for our loan portfolio as of December 31, 2024 and September 30, 2024:
December 31, 2024
September 30, 2024
Number of loans
Total loan commitments
$67,000$67,000
Unfunded loan commitments (1)
$8,420$9,820
Principal balance
$58,580$57,180
Weighted average coupon rate
8.52 %9.15 %
Weighted average all in yield (2)
9.47 %10.13 %
Weighted average floor
4.34 %4.34 %
Weighted average maximum maturity (years) (3)
4.524.80
(1)Unfunded loan commitments are primarily used to finance property improvements and leasing capital and are generally funded over the term of the loan.
(2)All in yield represents the yield on a loan, including amortization of deferred fees over the initial term of the loan.
(3)Maximum maturity assumes all borrower loan extension options have been exercised, which options are subject to the borrower meeting certain conditions.
Credit Quality Information
We evaluate the credit quality of each of our loans at least quarterly by assessing a variety of risk factors in relation to each loan and assigning a risk rating to each loan based on those factors. The higher the number, the greater the risk level. As of December 31, 2024, our two loans had an internal risk rating of 3. See our 2024 Annual Report on Form 10-K for more information regarding our loan risk ratings.
Allowance for Credit Losses
The measurement of current expected credit losses, or CECL, is based upon historical experience, current conditions, and reasonable and supportable forecasts incorporating forward-looking information that affect the collectability of the reported
amount. Accounting Standards Update, or ASU, No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments prescribes a forward-looking “expected loss” model that generally will result in the earlier recognition of credit losses and is applicable to financial assets measured at amortized cost and off-balance sheet credit exposures, such as unfunded loan commitments.
The allowance for credit losses required under ASU No. 2016-13 is a valuation account that is deducted from the related loans’ amortized cost basis in our consolidated balance sheets. Our loans typically include commitments to fund incremental proceeds to borrowers over the life of the loan; these future funding commitments are also subject to the CECL model. The allowance for credit losses related to unfunded loan commitments is included in accounts payable and accrued expenses in our consolidated balance sheets.
Given the lack of historical loss data related to our loan portfolio, we estimate our expected losses using an analytical model that considers the likelihood of default and loss given default for each individual loan. This analytical model incorporates data from a third party database with historical loan loss information for commercial mortgage-backed securities, or CMBS, and commercial real estate, or CRE, loans since 1998. We estimate the allowance for credit losses for our loan portfolio, including unfunded loan commitments, at the individual loan level. Significant inputs to the model include certain loan specific data, such as loan to value, or LTV, property type, geographic location, occupancy, vintage year, remaining loan term, net operating income, expected timing and amounts of future loan fundings, and macroeconomic forecast assumptions, including the performance of CRE assets, unemployment rates, interest rates and other factors. We utilize the model to estimate credit losses over a reasonable and supportable economic forecast period, followed by a straight-line reversion period to average historical losses. Average historical losses are established using a population of third party historical loss data that approximates our portfolio as of the measurement date. We evaluate the estimated allowance for each of our loans individually and we consider our internal loan risk rating as the primary credit quality indicator underlying our assessment.
We estimate credit losses over a reasonable and supportable forecast period of 12 months, followed by a straight-line reversion period of 12 months back to average historical losses. As of December 31, 2024 and September 30, 2024, we recorded an allowance for credit losses of $194 and $343, respectively, related to our then outstanding loans held for investment and increased accounts payable and accrued expenses by $336 and $259, respectively, related to then unfunded loan commitments.
We have elected to exclude accrued interest receivable from amortized cost and not to measure an allowance for credit losses on accrued interest receivable. Accrued interest receivables are generally written off when payments are 120 days past due. Such amounts, if any, are reversed against interest income and no further interest will be recorded until it is collected. As of December 31, 2024, we recognized $431 in prepaid and other current assets on our condensed consolidated balance sheets related to accrued interest receivable on our loans and no amounts were written off for the three months ended December 31, 2024.
As of December 31, 2024 and February 3, 2025, our borrowers with outstanding loans had paid their debt service obligations owed and due to us.
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Indebtedness
3 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Indebtedness Indebtedness
Secured Financing Facility, Net
Our secured financing facility is governed by our master repurchase agreement with UBS AG, or UBS, or our UBS Master Repurchase Agreement. See our 2024 Annual Report on Form 10-K for more information regarding our UBS Master Repurchase Agreement and secured financing facility.
Our secured financing facility has an aggregate maximum capacity of $200,000 and the table below summarizes our secured financing facility as of December 31, 2024 and September 30, 2024:
Principal Balance
Carrying Value(1)
Coupon Rate (2)
Remaining Maturity (years)Maturity DateCollateral Principal Balance
December 31, 2024:
Revere, MA (Hotel)$28,770 $28,336 7.51 %1.507/1/2026$40,000 
Wayne, PA (Industrial)12,885 12,691 7.46 %2.557/18/202718,580 
Total/weighted average$41,655 $41,027 7.49 %1.80$58,580 
September 30, 2024:
Revere, MA (Hotel)$28,770 $28,393 7.82 %1.757/1/2026$40,000 
Wayne, PA (Industrial)12,885 12,716 7.77 %2.807/18/202717,180 
Total/weighted average$41,655 $41,109 7.80 %2.10$57,180 
(1)Deferred financing costs of $628 remain unamortized as of December 31, 2024.
(2)The coupon rate is determined using the Secured Overnight Financing Rate, or SOFR, plus a spread ranging from 2.85% to 2.90%, as applicable, for the respective borrowings under our secured financing facility as of the applicable date.
As of December 31, 2024, we were in compliance with the covenants and other terms of the agreements that govern our secured financing facility.
Mortgage Note Payable, Net
As of December 31, 2024, one of our properties, excluding one property held for sale, is encumbered by a $46,500 mortgage loan with a 5.34% fixed interest rate. This mortgage loan requires monthly payments of interest only until maturity in July 2029. Deferred financing fees incurred in connection with this mortgage financing are amortized over the term of the mortgage agreement and are recorded as a component of interest expense in our condensed consolidated statements of income. Unamortized deferred financing fees totaled $1,281 as of December 31, 2024.
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Investments
3 Months Ended
Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Investments Investments
Seven Hills Realty Trust
As of December 31, 2024, Tremont owned 1,708,058, or approximately 11.5%, of SEVN’s outstanding common shares. We account for our investment in SEVN using the equity method of accounting because we are deemed to exert significant influence, but not control, over SEVN’s most significant activities. We elected the fair value option to account for our investment in SEVN and determine fair value using the closing price of SEVN’s common shares as of the end of the period, which is a Level 1 fair value input. The aggregate market value of our investment in SEVN as of December 31, 2024 and September 30, 2024, based on quoted market prices, was $22,341 and $23,520, respectively. The unrealized (loss) gain in our condensed consolidated statements of income related to our investment in SEVN was $(581) and $4,049 for the three months ended December 31, 2024 and 2023, respectively. We received distributions from SEVN of $598 for each of the three months ended December 31, 2024 and 2023.
Carroll MF VII, LLC and Carroll Multifamily Venture VII, LP
We previously accounted for our investment in Carroll MF VII, LLC, or MF VII, a co-investment vehicle managed by RMR Residential, using the equity method of accounting because we were deemed to exert significant influence, but not control, over MF VII’s most significant activities. Accordingly, this investment was recorded in investments in our condensed consolidated balance sheets as of September 30, 2024 and was not consolidated.
In December 2024, we funded a $768 capital call to MF VII and reevaluated our consolidation considerations. As a result of our increased equity interest of 14.3% and existing influence over MF VII’s most significant activities, we concluded that we control MF VII and, therefore, consolidated its financial position and results as of and for the three months ended December 31, 2024, which included $27 in due from related parties and $713 in accounts payable and accrued expenses. As of December 31,
2024, MF VII owned a $4,113 investment in Carroll Multifamily Venture VII, LP, or Fund VII. MF VII accounts for its investment in Fund VII using the equity method of accounting because it is deemed to exert significant influence, but not control, over Fund VII’s most significant activities. MF VII elected the fair value option to account for its investment in Fund VII and determines fair value using unobservable Level 3 inputs. Following consolidation of MF VII, we recognized a $490 loss on investments as a result of the difference between the carrying value of our investment in MF VII prior to consolidation and its fair value.
For further information regarding the fair value of the investment in Fund VII and the Level 3 inputs used, see Note 9, Fair Value of Financial Instruments, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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Income Taxes
3 Months Ended
Dec. 31, 2024
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. During the three months ended December 31, 2024 and 2023, all of our income before taxes was derived solely from domestic operations.
For the three months ended December 31, 2024 and 2023, we recognized estimated income tax expense of $2,476 and $2,638, respectively, which includes $1,812 and $1,701, respectively, of U.S. federal income tax and $664 and $937, 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,
20242023
Income taxes computed at the federal statutory rate21.0 %21.0 %
State taxes, net of federal benefit2.9 %2.8 %
Permanent items0.6 %0.6 %
Uncertain tax position reserve, net of federal benefit0.2 %— %
Net income attributable to noncontrolling interest(9.8)%(9.9)%
Total14.9 %14.5 %
The components of the deferred tax assets as of December 31, 2024 and 2023 are entirely comprised of the outside basis difference in our partnership interest in RMR LLC.
ASC 740, Income Taxes, provides a model for how a company should recognize, measure and present in its financial statements uncertain tax positions that have been taken or are expected to be taken with respect to all open years and in all significant jurisdictions. Pursuant to this topic, we recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent the “more likely than not” standard has been satisfied, the benefit associated with a tax position is measured as the largest amount that is greater than 50.0% likely to be realized upon settlement. 
We continue to be subject to federal, state, and local income tax audit examinations for open periods, which can lead to adjustments to our provision for income taxes, the resolution of which may be highly uncertain. We have accrued an uncertain tax position reserve related to an ongoing examination with a state jurisdiction for the fiscal years ending September 30, 2019 and thereafter. As of December 31, 2023, we had no uncertain tax positions. Our policy is to include interest expense related to unrecognized tax benefits within the provision for income taxes in our condensed consolidated statements of income. We do not reasonably expect any significant changes relating to our unrecognized tax benefits within the next twelve months.
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Fair Value of Financial Instruments
3 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value of Financial Instruments Fair Value of Financial Instruments
We determine the estimated fair value of financial assets and liabilities using the three-tier fair value hierarchy established by GAAP, which prioritizes observable inputs in active markets when measuring fair value. The three levels of inputs that may be used to measure fair value in order of priority are as follows:
Level 1 — Inputs include quoted prices in active markets for identical assets or liabilities that we have the ability to access.
Level 2 — Inputs include quoted prices in markets that are less active or inactive or for which all significant inputs are observable, either directly or indirectly.
Level 3 — Inputs include unobservable prices and are supported by little or no market activity and are significant to the overall fair value measurement.
As of December 31, 2024 and September 30, 2024, the fair values of our financial instruments, which include cash and cash equivalents, amounts due from related parties, accounts payable and accrued expenses and reimbursable accounts payable and accrued expenses, were not materially different from their carrying values due to the short term nature of these financial instruments.
We estimate the fair value of our fixed rate mortgage note payable, loans held for investment and outstanding principal balances under our secured financing facility using significant unobservable inputs (Level 3), including discounted cash flow analyses and prevailing market interest rates.
The table below provides information regarding these financial instruments not carried at fair value in our consolidated balance sheet as of December 31, 2024 and September 30, 2024:
As of December 31, 2024As of September 30, 2024
Carrying Value
Fair Value
Carrying Value
Fair Value
Loans held for investment
$57,887 $58,821 $56,221 $57,365 
Secured financing facility
41,027 41,730 41,109 41,793 
Mortgage note payable
45,219 45,107 45,149 46,520 
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, or Level 1, the lowest priority to unobservable inputs, or Level 3, and significant other observable inputs, or Level 2. 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.
The following tables present our financial assets and liabilities that have been measured at fair value on a recurring basis:
December 31, 2024
Total
Level 1
Level 2
Level 3
Due from related parties related to share based payment awards
$8,947 $8,947 $— $— 
Investment in SEVN
22,341 22,341 — — 
Investment in Fund VII
4,113 — — 4,113 
Employer compensation liability related to share based payment awards
8,947 8,947 — — 
Earnout liability
8,548 — — 8,548 
September 30, 2024
Total
Level 1
Level 2
Level 3
Due from related parties related to share based payment awards
$14,339 $14,339 $— $— 
Investment in SEVN
23,520 23,520 — — 
Employer compensation liability related to share based payment awards14,339 14,339 — — 
Earnout liability11,958 — — 11,958 
The following tables present additional information about the valuation techniques and significant unobservable inputs for financial assets and liabilities that are measured at fair value and categorized within Level 3 as of December 31, 2024 and September 30, 2024:
December 31, 2024
Fair Value
Valuation Technique
Unobservable Input
Range
Investment in Fund VII
$4,113 
Discounted cash flow
Discount rates
6.50% - 7.00%
Exit capitalization rates
4.85% - 5.50%
Holding period
10 years
Earnout liability
$8,548 
Monte Carlo
Capital deployment volatility
15.00%
Discount rate
6.10%
September 30, 2024
Fair Value
Valuation Technique
Unobservable Input
Range
Earnout liability
$11,958 
Monte Carlo
Capital deployment volatility
15.00%
Discount rate
5.53%
The table below presents a summary of the changes in fair value for our Earnout liability measured on a recurring basis:
Three Months Ended
December 31, 2024
Beginning balance
$11,958 
Changes in fair value for our Earnout liability measured on a recurring basis
(3,410)
Ending balance
$8,548 
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Related Person Transactions
3 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Person Transactions Related Person Transactions
Adam Portnoy, Chair of our Board, one of our Managing Directors and our President and Chief Executive Officer, is the sole trustee, an officer and the controlling shareholder of our controlling shareholder, ABP Trust. RMR Inc.’s executive officers serve as trustees or directors of certain companies to which we provide management services. For more information regarding these relationships, please see our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders.
The Perpetual Capital clients have no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs pursuant to management agreements with them. The officers of the Managed Equity REITs are officers or employees of RMR LLC. All the officers, overhead and required office space of SEVN are provided or arranged by Tremont. All of SEVN’s officers are officers or employees of Tremont or RMR LLC. One of the executive officers of AlerisLife and one of the executive officers of Sonesta are officers or employees of RMR LLC. Our executive officers are also managing trustees of certain of the Perpetual Capital clients.
Additional information about our related person transactions appears in Note 11, Shareholders’ Equity, and in our 2024 Annual Report.
Revenues from Related Parties
For the three months ended December 31, 2024 and 2023, we recognized revenues from related parties as set forth in the following table:
Three Months Ended December 31, 2024Three Months Ended December 31, 2023
TotalTotal
ManagementManagement
and AdvisoryTotaland AdvisoryTotal
ServicesReimbursableTotalServicesReimbursableTotal
RevenuesCostsRevenuesRevenuesCostsRevenues
Perpetual Capital:
DHC$6,594 $42,497 $49,091 $6,321 $45,216 $51,537 
ILPT9,310 10,193 19,503 9,041 10,676 19,717 
OPI6,546 43,106 49,652 8,479 68,377 76,856 
SVC10,106 49,470 59,576 11,623 73,799 85,422 
Total Managed Equity REITs32,556 145,266 177,822 35,464 198,068 233,532 
SEVN1,230 1,479 2,709 1,433 1,534 2,967 
33,786 146,745 180,531 36,897 199,602 236,499 
Private Capital:
AlerisLife
1,400 — 1,400 1,382 — 1,382 
Sonesta2,224 — 2,224 2,223 — 2,223 
RMR Residential
5,165 7,337 12,502 714 912 1,626 
Other private entities4,817 15,834 20,651 5,302 14,639 19,941 
13,606 23,171 36,777 9,621 15,551 25,172 
Total revenues from related parties47,392 169,916 217,308 46,518 215,153 261,671 
Income from loan investments, net— — 546 — — — 
Rental property revenues— — 1,622 — — 26 
Total revenues from unrelated parties— — 2,168 — — 26 
Total revenues$47,392 $169,916 $219,476 $46,518 $215,153 $261,697 
Amounts Due From Related Parties

The following table presents amounts due from related parties as of the dates indicated:
December 31, 2024September 30, 2024
AccountsReimbursableAccountsReimbursable
ReceivableCostsTotalReceivableCostsTotal
Perpetual Capital:
DHC$5,083 $11,664 $16,747 $6,307 $11,358 $17,665 
ILPT4,704 11,786 16,490 4,244 7,968 12,212 
OPI5,590 22,499 28,089 5,877 20,132 26,009 
SVC6,262 8,871 15,133 5,470 8,591 14,061 
Total Managed Equity REITs21,639 54,820 76,459 21,898 48,049 69,947 
SEVN1,759 2,748 4,507 2,551 2,601 5,152 
23,398 57,568 80,966 24,449 50,650 75,099 
Private Capital:
AlerisLife512 — 512 570 — 570 
Sonesta63 — 63 82 — 82 
RMR Residential
11,907 — 11,907 9,587 — 9,587 
Other private entities3,385 30,762 34,147 3,909 54,133 58,042 
15,867 30,762 46,629 14,148 54,133 68,281 
$39,265 $88,330 $127,595 $38,597 $104,783 $143,380 
Leases
As of December 31, 2024, 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 $1,398 and $1,307 for the three months ended December 31, 2024 and 2023, 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 RMR Inc.’s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by RMR Inc. as a result of the tax receivable agreement. As of December 31, 2024, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $20,863, including $2,421 classified as a current liability in accounts payable and accrued expenses that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2025.
Pursuant to the RMR LLC operating agreement, for the three months ended December 31, 2024 and 2023, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $6,253 and $8,662, respectively, of which $3,367 and $4,560, respectively, was distributed to us and $2,886 and $4,102, respectively, was distributed to ABP Trust, based on each membership unit holder’s respective ownership percentage at the time of distribution. 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 use 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.
Separation Arrangements
We may enter into retirement agreements with certain of our former executive officers. Pursuant to these agreements, we make various cash payments and accelerate the vesting of unvested shares of RMR Inc. previously awarded to these retiring officers. We may also enter into separation arrangements from time to time with executive and non-executive officers and employees of ours. All costs associated with separation arrangements, for which there remain no substantive performance obligations, are recorded in our condensed consolidated statements of income as separation costs.
For the three months ended December 31, 2023, we recognized separation costs of $3,544, including cash separation costs of $3,446 and equity based separation costs of $98. We did not recognize any separation costs for the three months ended December 31, 2024.
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Shareholders’ Equity
3 Months Ended
Dec. 31, 2024
Stockholders' Equity Note [Abstract]  
Shareholders’ Equity Shareholders’ Equity
We award our Class A common stock, or Class A Common Shares, to our Directors, officers and employees under the Amended and Restated 2016 Omnibus Equity Plan, or the 2016 Plan. Director share awards vest immediately. Officer and employee share awards vest in five equal, consecutive, annual installments, with the first installment vesting on the date of award. We recognize forfeitures as they occur. Compensation expense related to share awards is determined based on the market value of our shares on the date of award, with the aggregate value of the awarded shares amortized to expense over the related vesting period. Expense recognized for Director share awards are included in general and administrative expenses and expense recognized for officer and employee share awards are included in equity based compensation in our condensed consolidated statements of income.
Equity based compensation expense related to shares awarded to certain officers and employees was $556 and $502 for the three months ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had 231,010 unvested shares outstanding which are scheduled to vest as follows: 80,093 shares in 2025, 68,711 shares in 2026, 51,373 shares in 2027 and 30,833 in 2028.
In connection with the vesting and issuance of awards of our Class A Common Shares to our Directors, officers and employees, we provide for the ability to repurchase our Class A Common Shares to satisfy tax withholding and payment obligations for those eligible to do so. The repurchase price is based on the closing price of our Class A Common Shares on the date of repurchase. The aggregate value of 294 Class A Common Shares repurchased during the three months ended December 31, 2024 was $6, which is recorded as a decrease to additional paid in capital included in shareholders’ equity in our condensed consolidated balance sheets.
In connection with the issuances and repurchases of our Class A Common Shares, and as required by the RMR LLC operating agreement, RMR LLC concurrently issues or acquires an identical number of Class A Units from RMR Inc.
Distributions
During the three months ended December 31, 2024 and 2023, we declared and paid dividends on our Class A Common Shares and Class B-1 common stock, or Class B-1 Common Shares, as follows:
DeclarationRecordPaidDistributionsTotal
DateDateDatePer Common ShareDistributions
Three Months Ended December 31, 2024
10/16/202410/28/202411/14/2024$0.45 $7,581 
$0.45 $7,581 
Three Months Ended December 31, 2023
10/12/202310/23/202311/16/2023$0.40 $6,684 
$0.40 $6,684 
These dividends were funded in part by distributions from RMR LLC to holders of its membership units as follows:
Distributions PerTotalRMR LLCRMR LLC
DeclarationRecordPaidRMR LLCRMR LLCDistributionsDistributions
DateDateDateMembership UnitDistributionsto RMR Inc.to ABP Trust
Three Months Ended December 31, 2024
10/16/202410/28/202411/14/2024$0.32 $10,191 $5,391 $4,800 
$0.32 $10,191 $5,391 $4,800 
Three Months Ended December 31, 2023
10/12/202310/23/202311/16/2023$0.32 $10,148 $5,348 $4,800 
$0.32 $10,148 $5,348 $4,800 
The remainder of the dividends noted above were funded with cash accumulated at RMR Inc.
On January 16, 2025, we declared a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares to our shareholders of record as of January 27, 2025, in the amount of $0.45 per Class A Common Share and Class B-1 Common Share, or $7,580. This dividend will be partially funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.32 per unit, or $10,190, of which $5,390 will be distributed to us based on our aggregate ownership of 16,844,688 membership units of RMR LLC and $4,800 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 held by RMR Inc. We expect to pay this dividend on or about February 20, 2025.
v3.25.0.1
Per Common Share Amounts
3 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Per Common Share Amounts Per Common Share Amounts
We calculate basic earnings per share using the two-class method. Unvested Class A Common Shares awarded to our employees are deemed participating securities for purposes of calculating basic earnings per common share because they have dividend rights. 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. Accordingly, earnings attributable to unvested Class A Common Shares are excluded from basic earnings per share under the two-class method. Our Class B-2 common stock of RMR Inc., or 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 basic earnings per common share.
Diluted earnings per share is calculated using the treasury stock method for unvested Class A Common Shares and the if-converted method for Class B-2 Common Shares. 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, the Class B-2 Common Share “paired” with such unit is canceled for no additional consideration. In computing the dilutive effect, if any, the assumed redemption would have on earnings per share, we considered net income available to holders of our Class A Common Shares would increase due to elimination of the noncontrolling interest offset by any tax effect, which may be dilutive. For the three months ended December 31, 2023, the assumed redemption is dilutive to earnings per share as presented in the table below. For the three months ended December 31, 2024, such redemption is not reflected in diluted earnings per share as the assumed redemption would be anti-dilutive.
The calculation of basic and diluted earnings per share for the three months ended December 31, 2024 and 2023, is as follows (amounts in thousands, except per share amounts):
Three Months Ended December 31,
20242023
Numerators:
Net income attributable to The RMR Group Inc.$6,380 $6,997 
Less: income attributable to unvested participating securities(105)(85)
Net income attributable to The RMR Group Inc. used in calculating basic EPS
6,275 6,912 
Effect of dilutive securities:
Add back: income attributable to unvested participating securities— 85 
Add back: net income attributable to noncontrolling interest in The RMR Group LLC (1)
— 8,531 
Add back: income tax expense
— 2,638 
Less: income tax expense assuming redemption of noncontrolling interest’s Class A Units for Class A Common Shares (2)
— (5,182)
Net income used in calculating diluted EPS$6,275 $12,984 
Denominators:
Common shares outstanding16,845 16,711 
Less: unvested participating securities and incremental impact of weighted average(232)(203)
Weighted average common shares outstanding - basic
16,613 16,508 
Effect of dilutive securities:
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A Common Shares— 15,000 
Add: incremental unvested shares— 
Weighted average common shares outstanding - diluted
16,613 31,512 
Net income attributable to The RMR Group Inc. per common share - basic
$0.38 $0.42 
Net income attributable to The RMR Group Inc. per common share - diluted
$0.38 $0.41 
(1)Net loss attributable to noncontrolling interest in consolidated entity is not adjusted when calculating diluted earnings per share.
(2)Income tax expense assumes the hypothetical conversion of the noncontrolling interest in The RMR Group LLC, which results in an estimated tax rate of 28.5% for the three months ended December 31, 2023.
v3.25.0.1
Net Income Attributable to RMR Inc.
3 Months Ended
Dec. 31, 2024
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, 2024 and 2023, is calculated as follows:
Three Months Ended December 31,
20242023
Income before income tax expense$16,584 $18,164 
RMR Inc. franchise tax expense and interest income(122)(132)
Net income before noncontrolling interest16,462 18,032 
Net income attributable to noncontrolling interest in The RMR Group LLC(7,722)(8,531)
Net (income) loss attributable to noncontrolling interest in consolidated entities(6)
Net income attributable to RMR Inc. before income tax expense8,734 9,503 
Income tax expense attributable to RMR Inc.(2,476)(2,638)
RMR Inc. franchise tax expense and interest income122 132 
Net income attributable to RMR Inc.$6,380 $6,997 
v3.25.0.1
Subsequent Events
3 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
RMR Residential Investments
Pompano Beach, FL Investment
In January 2025, we closed a joint venture acquisition of a 225-unit residential community in Pompano Beach, FL for a purchase price of $73,000. As the general partner, we retained a 30.0% interest, or an $8,535 equity contribution, with an institutional investor funding the remaining equity. In conjunction with this transaction, we are entitled to an acquisition fee, as well as asset management, construction management and property management fees. We are also entitled to a carried interest if we meet certain investment returns.
Sunrise, FL Investment
In February 2025, we are scheduled to close a joint venture acquisition of a 400-unit residential community in Sunrise, FL for a purchase price of $117,100. As a general partner, we expect to retain a 4.0% interest, or an $1,800 equity contribution, with an institutional investor funding the remaining equity. In conjunction with this transaction, we will be entitled to an acquisition fee, as well as asset management, construction management and property management fees. We will also be entitled to a carried interest if we meet certain investment returns.
Credit Agreement
In January 2025, we entered into a credit agreement, or our credit agreement, for a $100,000 senior secured revolving credit facility, or our revolving credit facility. Our revolving credit facility is secured by substantially all of our assets and provides us with enhanced financial flexibility as we continue to invest in our private capital initiatives and position ourselves to capitalize on long term growth opportunities. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayments on borrowings under our credit agreement are due until maturity. The maturity date of our credit agreement is January 22, 2028 and, subject to the payment of an extension fee and meeting certain other requirements, we can extend the maturity date of our revolving credit facility by one year. Interest is payable on borrowings under our credit agreement at a rate of SOFR plus a margin of 225 basis points. We are also required to pay a fee of 50 basis points per annum on the amount of unused lending commitments. Our credit agreement contains a number of covenants, including covenants that require us to maintain certain financial ratios and restrict our ability to incur additional debt in excess of calculated amounts. Availability of borrowings under our credit agreement is subject to ongoing minimum performance, our satisfying certain financial covenants and other credit facility conditions. As of February 3, 2025, we had no amounts outstanding.
v3.25.0.1
Basis of Presentation (Policies)
3 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation
The accompanying condensed consolidated financial statements 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, 2024, or our 2024 Annual Report.
In the opinion of management, all adjustments 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. Certain prior period amounts have been reclassified to conform with current period presentation. Our operating results for interim periods are not necessarily indicative of the results that may be expected for the full year.
We report our results in a single reportable segment, which reflects how our chief operating decision maker, or the CODM, allocates resources and evaluates our financial results. Preparation of these condensed consolidated financial statements in conformity with GAAP requires our management to make certain estimates and assumptions that may affect the amounts reported in these condensed consolidated financial statements and related notes. Significant estimates in the accompanying condensed consolidated financial statements include purchase price allocations, useful lives of intangibles and the fair value of certain assets and liabilities. The actual results could differ from these estimates.
Recent Accounting Pronouncements Recent Accounting Pronouncements
Segments. On November 27, 2023, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, or ASU No. 2023-07, which requires public entities to: i) provide disclosures of significant segment expenses and other segment items if they are regularly provided to the CODM and included in each reported measure of segment profit or loss; ii) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Accounting Standards Codification, or ASC, 280, Segment Reporting, or ASC 280, in interim periods; and iii) disclose the CODM’s title and position, as well as an explanation of how the CODM uses the reported measures and other disclosures. Public entities with a single reportable segment must apply all the disclosure requirements of ASU No. 2023-07, as well as all the existing segment disclosures under ASC 280. The amendments in ASU No. 2023-07 are incremental to the requirements in ASC 280 and do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. ASU No. 2023-07 should be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. We are currently evaluating the impact ASU No. 2023-07 will have on our condensed consolidated financial statements and disclosures.
Income Taxes. On December 14, 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, or ASU No. 2023-09, which requires public entities to enhance its annual income tax disclosures by requiring: i) consistent categories and greater disaggregation of information in the rate reconciliation, and ii) income taxes paid disaggregated by jurisdiction. ASU No. 2023-09 should be applied prospectively but entities have the option to apply it retrospectively to all prior periods presented in the financial statements. ASU No. 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact ASU No. 2023-09 will have on our condensed consolidated financial statements and disclosures.
v3.25.0.1
Loans Held for Investment, Net (Tables)
3 Months Ended
Dec. 31, 2024
Receivables [Abstract]  
Schedule of Loans Originated
The table below provides overall statistics for our loan portfolio as of December 31, 2024 and September 30, 2024:
December 31, 2024
September 30, 2024
Number of loans
Total loan commitments
$67,000$67,000
Unfunded loan commitments (1)
$8,420$9,820
Principal balance
$58,580$57,180
Weighted average coupon rate
8.52 %9.15 %
Weighted average all in yield (2)
9.47 %10.13 %
Weighted average floor
4.34 %4.34 %
Weighted average maximum maturity (years) (3)
4.524.80
(1)Unfunded loan commitments are primarily used to finance property improvements and leasing capital and are generally funded over the term of the loan.
(2)All in yield represents the yield on a loan, including amortization of deferred fees over the initial term of the loan.
(3)Maximum maturity assumes all borrower loan extension options have been exercised, which options are subject to the borrower meeting certain conditions.
v3.25.0.1
Indebtedness (Tables)
3 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Secured Financing Facility
Our secured financing facility has an aggregate maximum capacity of $200,000 and the table below summarizes our secured financing facility as of December 31, 2024 and September 30, 2024:
Principal Balance
Carrying Value(1)
Coupon Rate (2)
Remaining Maturity (years)Maturity DateCollateral Principal Balance
December 31, 2024:
Revere, MA (Hotel)$28,770 $28,336 7.51 %1.507/1/2026$40,000 
Wayne, PA (Industrial)12,885 12,691 7.46 %2.557/18/202718,580 
Total/weighted average$41,655 $41,027 7.49 %1.80$58,580 
September 30, 2024:
Revere, MA (Hotel)$28,770 $28,393 7.82 %1.757/1/2026$40,000 
Wayne, PA (Industrial)12,885 12,716 7.77 %2.807/18/202717,180 
Total/weighted average$41,655 $41,109 7.80 %2.10$57,180 
(1)Deferred financing costs of $628 remain unamortized as of December 31, 2024.
(2)The coupon rate is determined using the Secured Overnight Financing Rate, or SOFR, plus a spread ranging from 2.85% to 2.90%, as applicable, for the respective borrowings under our secured financing facility as of the applicable date.
v3.25.0.1
Income Taxes (Tables)
3 Months Ended
Dec. 31, 2024
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,
20242023
Income taxes computed at the federal statutory rate21.0 %21.0 %
State taxes, net of federal benefit2.9 %2.8 %
Permanent items0.6 %0.6 %
Uncertain tax position reserve, net of federal benefit0.2 %— %
Net income attributable to noncontrolling interest(9.8)%(9.9)%
Total14.9 %14.5 %
The components of the deferred tax assets as of December 31, 2024 and 2023 are entirely comprised of the outside basis difference in our partnership interest in RMR LLC.
v3.25.0.1
Fair Value of Financial Instruments (Tables)
3 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of financial instruments not carried at fair value
The table below provides information regarding these financial instruments not carried at fair value in our consolidated balance sheet as of December 31, 2024 and September 30, 2024:
As of December 31, 2024As of September 30, 2024
Carrying Value
Fair Value
Carrying Value
Fair Value
Loans held for investment
$57,887 $58,821 $56,221 $57,365 
Secured financing facility
41,027 41,730 41,109 41,793 
Mortgage note payable
45,219 45,107 45,149 46,520 
Schedule of assets and liabilities measured at fair value
The following tables present our financial assets and liabilities that have been measured at fair value on a recurring basis:
December 31, 2024
Total
Level 1
Level 2
Level 3
Due from related parties related to share based payment awards
$8,947 $8,947 $— $— 
Investment in SEVN
22,341 22,341 — — 
Investment in Fund VII
4,113 — — 4,113 
Employer compensation liability related to share based payment awards
8,947 8,947 — — 
Earnout liability
8,548 — — 8,548 
September 30, 2024
Total
Level 1
Level 2
Level 3
Due from related parties related to share based payment awards
$14,339 $14,339 $— $— 
Investment in SEVN
23,520 23,520 — — 
Employer compensation liability related to share based payment awards14,339 14,339 — — 
Earnout liability11,958 — — 11,958 
Schedule of fair value measurement inputs and valuation techniques
The following tables present additional information about the valuation techniques and significant unobservable inputs for financial assets and liabilities that are measured at fair value and categorized within Level 3 as of December 31, 2024 and September 30, 2024:
December 31, 2024
Fair Value
Valuation Technique
Unobservable Input
Range
Investment in Fund VII
$4,113 
Discounted cash flow
Discount rates
6.50% - 7.00%
Exit capitalization rates
4.85% - 5.50%
Holding period
10 years
Earnout liability
$8,548 
Monte Carlo
Capital deployment volatility
15.00%
Discount rate
6.10%
September 30, 2024
Fair Value
Valuation Technique
Unobservable Input
Range
Earnout liability
$11,958 
Monte Carlo
Capital deployment volatility
15.00%
Discount rate
5.53%
Schedule of fair value, liabilities measured on recurring basis, unobservable input reconciliation
The table below presents a summary of the changes in fair value for our Earnout liability measured on a recurring basis:
Three Months Ended
December 31, 2024
Beginning balance
$11,958 
Changes in fair value for our Earnout liability measured on a recurring basis
(3,410)
Ending balance
$8,548 
v3.25.0.1
Related Person Transactions (Tables)
3 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Schedule of Related Party Transactions
For the three months ended December 31, 2024 and 2023, we recognized revenues from related parties as set forth in the following table:
Three Months Ended December 31, 2024Three Months Ended December 31, 2023
TotalTotal
ManagementManagement
and AdvisoryTotaland AdvisoryTotal
ServicesReimbursableTotalServicesReimbursableTotal
RevenuesCostsRevenuesRevenuesCostsRevenues
Perpetual Capital:
DHC$6,594 $42,497 $49,091 $6,321 $45,216 $51,537 
ILPT9,310 10,193 19,503 9,041 10,676 19,717 
OPI6,546 43,106 49,652 8,479 68,377 76,856 
SVC10,106 49,470 59,576 11,623 73,799 85,422 
Total Managed Equity REITs32,556 145,266 177,822 35,464 198,068 233,532 
SEVN1,230 1,479 2,709 1,433 1,534 2,967 
33,786 146,745 180,531 36,897 199,602 236,499 
Private Capital:
AlerisLife
1,400 — 1,400 1,382 — 1,382 
Sonesta2,224 — 2,224 2,223 — 2,223 
RMR Residential
5,165 7,337 12,502 714 912 1,626 
Other private entities4,817 15,834 20,651 5,302 14,639 19,941 
13,606 23,171 36,777 9,621 15,551 25,172 
Total revenues from related parties47,392 169,916 217,308 46,518 215,153 261,671 
Income from loan investments, net— — 546 — — — 
Rental property revenues— — 1,622 — — 26 
Total revenues from unrelated parties— — 2,168 — — 26 
Total revenues$47,392 $169,916 $219,476 $46,518 $215,153 $261,697 
Amounts Due From Related Parties

The following table presents amounts due from related parties as of the dates indicated:
December 31, 2024September 30, 2024
AccountsReimbursableAccountsReimbursable
ReceivableCostsTotalReceivableCostsTotal
Perpetual Capital:
DHC$5,083 $11,664 $16,747 $6,307 $11,358 $17,665 
ILPT4,704 11,786 16,490 4,244 7,968 12,212 
OPI5,590 22,499 28,089 5,877 20,132 26,009 
SVC6,262 8,871 15,133 5,470 8,591 14,061 
Total Managed Equity REITs21,639 54,820 76,459 21,898 48,049 69,947 
SEVN1,759 2,748 4,507 2,551 2,601 5,152 
23,398 57,568 80,966 24,449 50,650 75,099 
Private Capital:
AlerisLife512 — 512 570 — 570 
Sonesta63 — 63 82 — 82 
RMR Residential
11,907 — 11,907 9,587 — 9,587 
Other private entities3,385 30,762 34,147 3,909 54,133 58,042 
15,867 30,762 46,629 14,148 54,133 68,281 
$39,265 $88,330 $127,595 $38,597 $104,783 $143,380 
v3.25.0.1
Shareholders’ Equity (Tables)
3 Months Ended
Dec. 31, 2024
Stockholders' Equity Note [Abstract]  
Schedule of Dividends Declared
During the three months ended December 31, 2024 and 2023, we declared and paid dividends on our Class A Common Shares and Class B-1 common stock, or Class B-1 Common Shares, as follows:
DeclarationRecordPaidDistributionsTotal
DateDateDatePer Common ShareDistributions
Three Months Ended December 31, 2024
10/16/202410/28/202411/14/2024$0.45 $7,581 
$0.45 $7,581 
Three Months Ended December 31, 2023
10/12/202310/23/202311/16/2023$0.40 $6,684 
$0.40 $6,684 
These dividends were funded in part by distributions from RMR LLC to holders of its membership units as follows:
Distributions PerTotalRMR LLCRMR LLC
DeclarationRecordPaidRMR LLCRMR LLCDistributionsDistributions
DateDateDateMembership UnitDistributionsto RMR Inc.to ABP Trust
Three Months Ended December 31, 2024
10/16/202410/28/202411/14/2024$0.32 $10,191 $5,391 $4,800 
$0.32 $10,191 $5,391 $4,800 
Three Months Ended December 31, 2023
10/12/202310/23/202311/16/2023$0.32 $10,148 $5,348 $4,800 
$0.32 $10,148 $5,348 $4,800 
v3.25.0.1
Per Common Share Amounts (Tables)
3 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share
The calculation of basic and diluted earnings per share for the three months ended December 31, 2024 and 2023, is as follows (amounts in thousands, except per share amounts):
Three Months Ended December 31,
20242023
Numerators:
Net income attributable to The RMR Group Inc.$6,380 $6,997 
Less: income attributable to unvested participating securities(105)(85)
Net income attributable to The RMR Group Inc. used in calculating basic EPS
6,275 6,912 
Effect of dilutive securities:
Add back: income attributable to unvested participating securities— 85 
Add back: net income attributable to noncontrolling interest in The RMR Group LLC (1)
— 8,531 
Add back: income tax expense
— 2,638 
Less: income tax expense assuming redemption of noncontrolling interest’s Class A Units for Class A Common Shares (2)
— (5,182)
Net income used in calculating diluted EPS$6,275 $12,984 
Denominators:
Common shares outstanding16,845 16,711 
Less: unvested participating securities and incremental impact of weighted average(232)(203)
Weighted average common shares outstanding - basic
16,613 16,508 
Effect of dilutive securities:
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A Common Shares— 15,000 
Add: incremental unvested shares— 
Weighted average common shares outstanding - diluted
16,613 31,512 
Net income attributable to The RMR Group Inc. per common share - basic
$0.38 $0.42 
Net income attributable to The RMR Group Inc. per common share - diluted
$0.38 $0.41 
(1)Net loss attributable to noncontrolling interest in consolidated entity is not adjusted when calculating diluted earnings per share.
(2)Income tax expense assumes the hypothetical conversion of the noncontrolling interest in The RMR Group LLC, which results in an estimated tax rate of 28.5% for the three months ended December 31, 2023.
v3.25.0.1
Net Income Attributable to RMR Inc. (Tables)
3 Months Ended
Dec. 31, 2024
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, 2024 and 2023, is calculated as follows:
Three Months Ended December 31,
20242023
Income before income tax expense$16,584 $18,164 
RMR Inc. franchise tax expense and interest income(122)(132)
Net income before noncontrolling interest16,462 18,032 
Net income attributable to noncontrolling interest in The RMR Group LLC(7,722)(8,531)
Net (income) loss attributable to noncontrolling interest in consolidated entities(6)
Net income attributable to RMR Inc. before income tax expense8,734 9,503 
Income tax expense attributable to RMR Inc.(2,476)(2,638)
RMR Inc. franchise tax expense and interest income122 132 
Net income attributable to RMR Inc.$6,380 $6,997 
v3.25.0.1
Organization (Details)
3 Months Ended
Dec. 31, 2024
real_estate_investment_trust
shares
Related Party Transaction [Line Items]  
Number of managed trusts | real_estate_investment_trust 4
RMR LLC  
Related Party Transaction [Line Items]  
Ownership percentage 52.90%
Capital Unit Redeemable Class A Units | ABP Trust  
Related Party Transaction [Line Items]  
Membership units (in shares) 15,000,000
Capital Unit Redeemable Class A Units | RMR LLC | ABP Trust  
Related Party Transaction [Line Items]  
Ownership percentage 47.10%
Class A Membership Units | Class A Common Stock  
Related Party Transaction [Line Items]  
Membership units (in shares) 15,844,688
Class B Membership Units  
Related Party Transaction [Line Items]  
Membership units (in shares) 1,000,000
v3.25.0.1
Acquisition of MPC Partnership Holdings LLC - Acquisition of MPC (Details) - USD ($)
$ in Thousands
Dec. 19, 2023
Jan. 31, 2025
260 Woodstock Investor, LLC | Subsequent Event    
Business Acquisition [Line Items]    
Disposal consideration   $ 9,800
MPC Partnership Holdings LLC    
Business Acquisition [Line Items]    
Purchase price $ 99,021  
MPC Partnership Holdings LLC | 260 Woodstock Investor, LLC    
Business Acquisition [Line Items]    
Ownership percentage 90.00%  
v3.25.0.1
Revenue Recognition - Management Agreements with the Managed Equity REITs (Details) - Total Managed Equity REITs - USD ($)
3 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Sep. 30, 2023
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 $ 250,000,000      
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 $ 250,000,000      
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%      
Aggregate base business management fees $ 20,399,000 $ 21,550,000    
Contingent incentive business management fee percentage 12.00%      
Aggregate incentive business management fees     $ 0 $ 0
v3.25.0.1
Revenue Recognition - Other Management Agreements (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Managed Operating Companies    
Related Party Transaction [Line Items]    
Business management fee percent based on management agreements 0.60%  
Perpetual Capital    
Related Party Transaction [Line Items]    
Aggregate business management fees $ 6,807 $ 6,682
v3.25.0.1
Revenue Recognition - Property Management Fees (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Property management fee percent based on the cost of construction 5.00%  
Aggregate property management fees $ 18,977 $ 16,862
Construction supervision fees $ 3,829 $ 5,271
Minimum    
Related Party Transaction [Line Items]    
Property management fee percent based on gross collected rents 2.50%  
Maximum    
Related Party Transaction [Line Items]    
Property management fee percent based on gross collected rents 3.50%  
v3.25.0.1
Revenue Recognition - Management Agreements with Advisory Clients (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Total revenues $ 47,392 $ 46,518
Tremont Advisors    
Related Party Transaction [Line Items]    
Incentive fee percentage condition 1 20.00%  
Incentive fee percentage condition 2 7.00%  
Advisory services    
Related Party Transaction [Line Items]    
Total revenues $ 1,141 1,125
Advisory services | Tremont Advisors    
Related Party Transaction [Line Items]    
Business management fee percent based on management agreements 1.50%  
Total revenues $ 1,141 1,125
Incentive fees    
Related Party Transaction [Line Items]    
Total revenues 68 299
Incentive fees | Tremont Advisors    
Related Party Transaction [Line Items]    
Total revenues $ 68 $ 299
v3.25.0.1
Loans Held for Investment, Net - Narrative (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
USD ($)
loan
Dec. 31, 2023
USD ($)
Sep. 30, 2024
USD ($)
loan
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Origination of loans held for investment $ 1,400 $ 0  
Allowance for credit losses 194   $ 343
Interest receivable 431    
Unfunded Loan Commitment      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Total commitment 336   259
Mortgage Receivable      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Origination of loans held for investment 1,400    
Amortization of deferred loan origination fees 117    
Proceeds from deferred origination fees 582   651
Exit fee receivable $ 83   $ 35
Number of loans | loan 2   2
Total commitment $ 67,000   $ 67,000
Mortgage Receivable | Unfunded Loan Commitment      
Accounts, Notes, Loans and Financing Receivable [Line Items]      
Total commitment $ 8,420   $ 9,820
v3.25.0.1
Loans Held for Investment, Net - Schedule of Loans Originated (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
USD ($)
loan
Sep. 30, 2024
USD ($)
loan
Unfunded Loan Commitment    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Total commitment $ 336 $ 259
Mortgage Receivable    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Number of loans | loan 2 2
Total commitment $ 67,000 $ 67,000
Principal balance   $ 57,180
Weighted average coupon rate (in percent) 8.52% 9.15%
Weighted average all in yield (in percent) 9.47% 10.13%
Weighted average floor (in percent) 4.34% 4.34%
Weighted average maximum maturity (years) 4 years 6 months 7 days 4 years 9 months 18 days
Mortgage Receivable | Unfunded Loan Commitment    
Accounts, Notes, Loans and Financing Receivable [Line Items]    
Total commitment $ 8,420 $ 9,820
v3.25.0.1
Indebtedness - Narrative (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
property
Line of Credit | UBS Master Repurchase Agreement  
Debt Instrument [Line Items]  
Line of credit facility, maximum borrowing capacity $ 200,000
Mortgage note payable  
Debt Instrument [Line Items]  
Number of properties securing debt | property 1
Number of real estate properties held for sale | property 1
Principal Balance $ 46,500
Debt instrument, interest rate, stated percentage 5.34%
Unamortized deferred financing fees $ 1,281
v3.25.0.1
Indebtedness - Schedule of Secured Financing Facility (Details) - Secured financing facility - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Line of Credit Facility [Line Items]    
Principal Balance $ 41,655 $ 41,655
Carrying Value $ 41,027 $ 41,109
Coupon Rate 7.49% 7.80%
Remaining Maturity (years) 1 year 9 months 18 days 2 years 1 month 6 days
Collateral Principal Balance $ 58,580 $ 57,180
Unamortized deferred financing fees 628  
Minimum    
Line of Credit Facility [Line Items]    
Debt instrument, basis spread on variable rate   2.85%
Maximum    
Line of Credit Facility [Line Items]    
Debt instrument, basis spread on variable rate   2.90%
Revere, MA (Hotel)    
Line of Credit Facility [Line Items]    
Principal Balance 28,770 $ 28,770
Carrying Value $ 28,336 $ 28,393
Coupon Rate 7.51% 7.82%
Remaining Maturity (years) 1 year 6 months 1 year 9 months
Collateral Principal Balance $ 40,000 $ 40,000
Wayne, PA (Industrial)    
Line of Credit Facility [Line Items]    
Principal Balance 12,885 12,885
Carrying Value $ 12,691 $ 12,716
Coupon Rate 7.46% 7.77%
Remaining Maturity (years) 2 years 6 months 18 days 2 years 9 months 18 days
Collateral Principal Balance $ 18,580 $ 17,180
v3.25.0.1
Investments (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended
Dec. 31, 2024
Dec. 31, 2024
Dec. 31, 2023
Sep. 30, 2024
Schedule of Equity Method Investments [Line Items]        
(Loss) gain on investments   $ (1,071) $ 4,049  
Distributions from investments   598 598  
Payments to acquire equity method investments   768 0  
Accounts payable and accrued expenses $ 41,324 41,324   $ 31,599
Investments 26,454 26,454   23,733
Recurring basis        
Schedule of Equity Method Investments [Line Items]        
Investments 22,341 22,341   23,520
Total revenues from related parties        
Schedule of Equity Method Investments [Line Items]        
Due from related parties $ 121,440 121,440   $ 134,030
SEVN        
Schedule of Equity Method Investments [Line Items]        
(Loss) gain on investments   (581) 4,049  
Distributions from investments   $ 598 $ 598  
SEVN | Total revenues from related parties | Tremont Reality Capital        
Schedule of Equity Method Investments [Line Items]        
Number of shares owned (in shares) 1,708,058 1,708,058    
Ownership percentage 11.50% 11.50%    
Carroll MF VII, LLC        
Schedule of Equity Method Investments [Line Items]        
Ownership percentage 14.30% 14.30%    
(Loss) gain on investments   $ (490)    
Payments to acquire equity method investments $ 768      
Investments 4,113 4,113    
Carroll MF VII, LLC | Total revenues from related parties        
Schedule of Equity Method Investments [Line Items]        
Due from related parties 27 27    
Accounts payable and accrued expenses $ 713 $ 713    
v3.25.0.1
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Income tax expense $ 2,476 $ 2,638
Federal income tax expense 1,812 1,701
State income tax expense $ 664 $ 937
v3.25.0.1
Income Taxes - Reconciliation of Income Tax Rate (Details)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Income Tax Disclosure [Abstract]    
Income taxes computed at the federal statutory rate 21.00% 21.00%
State taxes, net of federal benefit 2.90% 2.80%
Permanent items 0.60% 0.60%
Uncertain tax position reserve, net of federal benefit 0.20% 0.00%
Net income attributable to noncontrolling interest (9.80%) (9.90%)
Total 14.90% 14.50%
v3.25.0.1
Fair Value of Financial Instruments - Financial Instruments Not Carried at Fair Value (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Carrying Value    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Loans held for investment $ 57,887 $ 56,221
Fair Value    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Loans held for investment 58,821 57,365
Secured financing facility | Carrying Value    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Long-term debt 41,027 41,109
Secured financing facility | Fair Value    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Long-term debt 41,730 41,793
Mortgage note payable | Carrying Value    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Long-term debt 45,219 45,149
Mortgage note payable | Fair Value    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Long-term debt $ 45,107 $ 46,520
v3.25.0.1
Fair Value of Financial Instruments - Measured at Fair Value (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Earnout liability $ 0   $ 14,547
Recurring basis      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Due from related parties related to share based payment awards 8,947 $ 14,339  
Investments 22,341 23,520  
Employer compensation liability related to share based payment awards 8,947 14,339  
Earnout liability 8,548 11,958  
Recurring basis | SEVN      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Investments 22,341 23,520  
Recurring basis | MF Fund VII      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Investments 4,113    
Recurring basis | Level 1      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Due from related parties related to share based payment awards 8,947 14,339  
Employer compensation liability related to share based payment awards 8,947 14,339  
Earnout liability 0 0  
Recurring basis | Level 1 | SEVN      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Investments 22,341 23,520  
Recurring basis | Level 1 | MF Fund VII      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Investments 0    
Recurring basis | Level 2      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Due from related parties related to share based payment awards 0 0  
Employer compensation liability related to share based payment awards 0 0  
Earnout liability 0 0  
Recurring basis | Level 2 | SEVN      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Investments 0 0  
Recurring basis | Level 2 | MF Fund VII      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Investments 0    
Recurring basis | Level 3      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Due from related parties related to share based payment awards 0 0  
Employer compensation liability related to share based payment awards 0 0  
Earnout liability 8,548 11,958  
Recurring basis | Level 3 | SEVN      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Investments 0 $ 0  
Recurring basis | Level 3 | MF Fund VII      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Investments $ 4,113    
v3.25.0.1
Fair Value of Financial Instruments - Valuation Techniques (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Sep. 30, 2024
USD ($)
Dec. 31, 2023
USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Recognition of Earnout liability $ 0   $ 14,547
Recurring basis      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Investments 22,341 $ 23,520  
Recognition of Earnout liability 8,548 $ 11,958  
Recurring basis | MF Fund VII      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Investments $ 4,113    
Recurring basis | Discount rates      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Earnout Liability Measurement Input 0.0610 0.0553  
Recurring basis | Discount rates | Minimum | Valuation Technique, Discounted Cash Flow | MF Fund VII      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Equity Measurement Input 0.0650    
Recurring basis | Discount rates | Maximum | Valuation Technique, Discounted Cash Flow | MF Fund VII      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Equity Measurement Input 0.0700    
Recurring basis | Exit capitalization rates | Minimum | Valuation Technique, Discounted Cash Flow | MF Fund VII      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Equity Measurement Input 0.0485    
Recurring basis | Exit capitalization rates | Maximum | Valuation Technique, Discounted Cash Flow | MF Fund VII      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Equity Measurement Input 0.0550    
Recurring basis | Holding period | Valuation Technique, Discounted Cash Flow | MF Fund VII      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Equity Measurement Input 10,000    
Recurring basis | Capital deployment volatility      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Earnout Liability Measurement Input 0.1500 0.1500  
v3.25.0.1
Fair Value of Financial Instruments - Unobservable Inputs Reconciliation (Details)
$ in Thousands
3 Months Ended
Dec. 31, 2024
USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]  
Beginning balance $ 11,958
Changes in fair value for our Earnout liability measured on a recurring basis (3,410)
Ending balance $ 8,548
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Change in fair value of Earnout liability
v3.25.0.1
Related Person Transactions - Revenues from Related Parties (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Total revenues $ 47,392 $ 46,518
Total reimbursable costs 169,916 215,153
Income from loan investments, net 546 0
Rental property revenues 1,622 26
Total revenues 219,476 261,697
Total revenues from related parties    
Related Party Transaction [Line Items]    
Total revenues 47,392 46,518
Total reimbursable costs 169,916 215,153
Total revenues 217,308 261,671
Perpetual Capital    
Related Party Transaction [Line Items]    
Total revenues 33,786 36,897
Total reimbursable costs 146,745 199,602
Total revenues 180,531 236,499
Total Managed Equity REITs    
Related Party Transaction [Line Items]    
Total revenues 32,556 35,464
Total reimbursable costs 145,266 198,068
Total revenues 177,822 233,532
DHC    
Related Party Transaction [Line Items]    
Total revenues 6,594 6,321
Total reimbursable costs 42,497 45,216
Total revenues 49,091 51,537
ILPT    
Related Party Transaction [Line Items]    
Total revenues 9,310 9,041
Total reimbursable costs 10,193 10,676
Total revenues 19,503 19,717
OPI    
Related Party Transaction [Line Items]    
Total revenues 6,546 8,479
Total reimbursable costs 43,106 68,377
Total revenues 49,652 76,856
SVC    
Related Party Transaction [Line Items]    
Total revenues 10,106 11,623
Total reimbursable costs 49,470 73,799
Total revenues 59,576 85,422
SEVN    
Related Party Transaction [Line Items]    
Total revenues 1,230 1,433
Total reimbursable costs 1,479 1,534
Total revenues 2,709 2,967
Private Capital    
Related Party Transaction [Line Items]    
Total revenues 13,606 9,621
Total reimbursable costs 23,171 15,551
Total revenues 36,777 25,172
AlerisLife    
Related Party Transaction [Line Items]    
Total revenues 1,400 1,382
Total reimbursable costs 0 0
Total revenues 1,400 1,382
Sonesta    
Related Party Transaction [Line Items]    
Total revenues 2,224 2,223
Total reimbursable costs 0 0
Total revenues 2,224 2,223
RMR Residential    
Related Party Transaction [Line Items]    
Total revenues 5,165 714
Total reimbursable costs 7,337 912
Total revenues 12,502 1,626
Other private entities    
Related Party Transaction [Line Items]    
Total revenues 4,817 5,302
Total reimbursable costs 15,834 14,639
Total revenues 20,651 19,941
Total revenues from unrelated parties    
Related Party Transaction [Line Items]    
Total revenues 0 0
Total reimbursable costs 0 0
Total revenues $ 2,168 $ 26
v3.25.0.1
Related Person Transactions - Amount Due from Related Parties (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Sep. 30, 2024
Related Party Transaction [Line Items]    
Accounts receivable $ 39,265 $ 38,597
Reimbursable costs 88,330 104,783
Total 127,595 143,380
Perpetual Capital    
Related Party Transaction [Line Items]    
Accounts receivable 23,398 24,449
Reimbursable costs 57,568 50,650
Total 80,966 75,099
Total Managed Equity REITs    
Related Party Transaction [Line Items]    
Accounts receivable 21,639 21,898
Reimbursable costs 54,820 48,049
Total 76,459 69,947
DHC    
Related Party Transaction [Line Items]    
Accounts receivable 5,083 6,307
Reimbursable costs 11,664 11,358
Total 16,747 17,665
ILPT    
Related Party Transaction [Line Items]    
Accounts receivable 4,704 4,244
Reimbursable costs 11,786 7,968
Total 16,490 12,212
OPI    
Related Party Transaction [Line Items]    
Accounts receivable 5,590 5,877
Reimbursable costs 22,499 20,132
Total 28,089 26,009
SVC    
Related Party Transaction [Line Items]    
Accounts receivable 6,262 5,470
Reimbursable costs 8,871 8,591
Total 15,133 14,061
SEVN    
Related Party Transaction [Line Items]    
Accounts receivable 1,759 2,551
Reimbursable costs 2,748 2,601
Total 4,507 5,152
Private Capital    
Related Party Transaction [Line Items]    
Accounts receivable 15,867 14,148
Reimbursable costs 30,762 54,133
Total 46,629 68,281
AlerisLife    
Related Party Transaction [Line Items]    
Accounts receivable 512 570
Reimbursable costs 0 0
Total 512 570
Sonesta    
Related Party Transaction [Line Items]    
Accounts receivable 63 82
Reimbursable costs 0 0
Total 63 82
RMR Residential    
Related Party Transaction [Line Items]    
Accounts receivable 11,907 9,587
Reimbursable costs 0 0
Total 11,907 9,587
Other private entities    
Related Party Transaction [Line Items]    
Accounts receivable 3,385 3,909
Reimbursable costs 30,762 54,133
Total $ 34,147 $ 58,042
v3.25.0.1
Related Person Transactions - Narrative (Details) - USD ($)
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Related Party Transaction [Line Items]    
Separation costs $ 0 $ 3,544,000
RMR LLC    
Related Party Transaction [Line Items]    
Tax distributions 3,367,000 4,560,000
ABP Trust and Managed REIT    
Related Party Transaction [Line Items]    
Lease expense for leases with an initial term of twelve months or less 1,398,000 1,307,000
ABP Trust and Managed REIT | RMR LLC    
Related Party Transaction [Line Items]    
Tax distributions 6,253,000 8,662,000
ABP Trust | RMR LLC    
Related Party Transaction [Line Items]    
Tax distributions $ 2,886,000 4,102,000
ABP Trust | Up C Transaction    
Related Party Transaction [Line Items]    
Tax receivable agreement, percent of payment 85.00%  
Liability related to tax receivable agreement $ 20,863,000  
Current portion of liability related to tax receivable agreement $ 2,421,000  
Total revenues from related parties | Former Nonexecutive Officer    
Related Party Transaction [Line Items]    
Cash severance costs   3,446,000
Equity severance costs   $ 98,000
v3.25.0.1
Shareholders’ Equity - Narrative (Details)
$ / shares in Units, $ in Thousands
3 Months Ended
Jan. 16, 2025
USD ($)
$ / shares
shares
Nov. 14, 2024
USD ($)
Nov. 16, 2023
USD ($)
Dec. 31, 2024
USD ($)
vesting_installment
shares
Dec. 31, 2023
USD ($)
Class of Stock [Line Items]          
Equity based compensation expense       $ 556 $ 502
Unvested shares outstanding (in shares) | shares       231,010  
Vesting 2025          
Class of Stock [Line Items]          
Shares vesting (in shares) | shares       80,093  
Vesting 2026          
Class of Stock [Line Items]          
Shares vesting (in shares) | shares       68,711  
Vesting 2027          
Class of Stock [Line Items]          
Shares vesting (in shares) | shares       51,373  
Vesting 2028          
Class of Stock [Line Items]          
Shares vesting (in shares) | shares       30,833  
Class A and B-1 common shares          
Class of Stock [Line Items]          
Value of dividends   $ 7,581 $ 6,684 $ 7,581 6,684
Class A and B-1 common shares | Subsequent Event          
Class of Stock [Line Items]          
Dividends declared (in usd per share) | $ / shares $ 0.45        
Value of dividends $ 7,580        
Membership Units | RMR LLC          
Class of Stock [Line Items]          
Value of dividends   10,191 10,148 10,191 10,148
Membership Units | RMR LLC | RMR, Inc          
Class of Stock [Line Items]          
Value of dividends   5,391 5,348 5,391 5,348
Membership Units | RMR LLC | ABP Trust          
Class of Stock [Line Items]          
Value of dividends   $ 4,800 $ 4,800 $ 4,800 $ 4,800
Membership Units | Subsequent Event | RMR LLC          
Class of Stock [Line Items]          
Shares owned (in shares) | shares 16,844,688        
Membership Units | Subsequent Event | RMR LLC          
Class of Stock [Line Items]          
Dividends declared (in usd per share) | $ / shares $ 0.32        
Value of dividends $ 10,190        
Membership Units | Subsequent Event | RMR LLC | RMR, Inc          
Class of Stock [Line Items]          
Value of dividends 5,390        
Membership Units | Subsequent Event | RMR LLC | ABP Trust          
Class of Stock [Line Items]          
Value of dividends $ 4,800        
Membership Units | Subsequent Event | ABP Trust | RMR LLC          
Class of Stock [Line Items]          
Shares owned (in shares) | shares 15,000,000        
2016 Omnibus Equity Plan | Class A Common Stock          
Class of Stock [Line Items]          
Number of annual installments | vesting_installment       5  
Shares repurchased (in shares) | shares       294  
Shares repurchased during period       $ 6  
v3.25.0.1
Shareholders’ Equity - Distributions (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Nov. 14, 2024
Nov. 16, 2023
Dec. 31, 2024
Dec. 31, 2023
Class A and B-1 common shares        
Class of Stock [Line Items]        
Dividends paid (in usd per share) $ 0.45 $ 0.40 $ 0.45 $ 0.40
Value of dividends $ 7,581 $ 6,684 $ 7,581 $ 6,684
Membership Units | RMR LLC        
Class of Stock [Line Items]        
Dividends paid (in usd per share) $ 0.32 $ 0.32 $ 0.32 $ 0.32
Value of dividends $ 10,191 $ 10,148 $ 10,191 $ 10,148
Membership Units | RMR LLC | RMR, Inc        
Class of Stock [Line Items]        
Value of dividends 5,391 5,348 5,391 5,348
Membership Units | RMR LLC | ABP Trust        
Class of Stock [Line Items]        
Value of dividends $ 4,800 $ 4,800 $ 4,800 $ 4,800
v3.25.0.1
Per Common Share Amounts - Narrative (Details) - Class A Membership Units
3 Months Ended
Dec. 31, 2024
shares
Class of Stock [Line Items]  
Antidilutive securities (in shares) 15,000,000
Conversion ratio 1
v3.25.0.1
Per Common Share Amounts - Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Numerators:    
Net income attributable to The RMR Group Inc. $ 6,380 $ 6,997
Less: income attributable to unvested participating securities (105) (85)
Net income attributable to The RMR Group Inc. used in calculating basic EPS 6,275 6,912
Add back: income attributable to unvested participating securities 0 85
Add back: net income attributable to noncontrolling interest in The RMR Group LLC 0 8,531
Add back: income tax expense 0 2,638
Less: income tax expense assuming redemption of noncontrolling interest’s Class A units for Class A common shares 0 (5,182)
Net income used in calculating diluted EPS $ 6,275 $ 12,984
Denominators:    
Common shares outstanding (in shares) 16,845 16,711
Less: unvested participating securities and incremental impact of weighted average (in shares) (232) (203)
Weighted average common shares outstanding - basic (in shares) 16,613 16,508
Add: assumed redemption of noncontrolling interest’s Class A Units for Class A common shares (in shares) 0 15,000
Add: Incremental unvested shares (in shares) 0 4
Weighted average common shares outstanding - diluted (in shares) 16,613 31,512
Net income attributable to The RMR Group Inc. per common share - basic (in usd per share) $ 0.38 $ 0.42
Net income attributable to The RMR Group Inc. per common share - diluted (in usd per share) $ 0.38 $ 0.41
Effective tax rate   28.50%
v3.25.0.1
Net Income Attributable to RMR Inc. (Details) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Net Income Attributable to RMR Inc.    
Income before income tax expense $ 16,584 $ 18,164
RMR Inc. franchise tax expense and interest income (122) (132)
Net income before noncontrolling interest 16,462 18,032
Net income attributable to noncontrolling interest in The RMR Group LLC (7,722) (8,531)
Net (income) loss attributable to noncontrolling interest in consolidated entities (6) 2
Net income attributable to RMR Inc. before income tax expense 8,734 9,503
Income tax expense attributable to RMR Inc. (2,476) (2,638)
RMR Inc. franchise tax expense and interest income 122 132
Net income attributable to The RMR Group Inc. $ 6,380 $ 6,997
v3.25.0.1
Subsequent Events (Details)
$ in Thousands
1 Months Ended
Feb. 05, 2025
USD ($)
unit
Jan. 31, 2025
USD ($)
unit
Dec. 31, 2024
USD ($)
Sep. 30, 2024
USD ($)
Subsequent Event [Line Items]        
Investments     $ 26,454 $ 23,733
Subsequent Event | Line of Credit | Revolving Credit Facility        
Subsequent Event [Line Items]        
Line of credit facility, maximum borrowing capacity   $ 100,000    
Term of extension   1 year    
Debt instrument, basis spread on variable rate   2.25%    
Unused facility fee, percentage   0.50%    
Subsequent Event | Residential Community, Pompano Beach, FL        
Subsequent Event [Line Items]        
Ownership percentage   30.00%    
Investments   $ 8,535    
Subsequent Event | Residential Community, Sunrise, FL        
Subsequent Event [Line Items]        
Ownership percentage 4.00%      
Investments $ 1,800      
Subsequent Event | Residential Community, Pompano Beach, FL        
Subsequent Event [Line Items]        
Number of units acquired | unit   225    
Purchase price   $ 73,000    
Subsequent Event | Residential Community, Sunrise, FL        
Subsequent Event [Line Items]        
Number of units acquired | unit 400      
Purchase price $ 117,100