
FISCAL FOURTH QUARTER 2026
November 12, 2026
QUARTERLY RESULTSFiscal Fourth Quarter 2026 Highlights.............................................................................................. 5
FINANCIALSKey Financial Data ................................................................................................................................ 7
Distributable Earnings Bridge ............................................................................................................. 8
AUM by Source and Unrecognized Incentive Fees ........................................................................ 9
Management and Advisory Services Revenues by Source ........................................................... 10
Well-Covered Dividend ....................................................................................................................... 11
Value Add Wholly Owned Real Estate .............................................................................................. 12
GAAP Results: Condensed Consolidated Statements of Income................................................ 13
GAAP Results: Earnings per Common Share ................................................................................... 15
GAAP Results: Condensed Consolidated Balance Sheets ............................................................ 16
NON-GAAP FINANCIAL MEASURES .................................................................................................... 17
APPENDIX .................................................................................................................................................. 23
WARNING CONCERNING FORWARD-LOOKING STATEMENTS .................................................. 30
Trading Symbol (Common Shares): RMRInvestor Relations Contact:
Bryan Maher, Senior Vice President (617) 796-8230
bryan.maher@rmrgroup.com ir@rmrgroup.com
Corporate Headquarters:Two Newton Place
255 Washington Street, Suite 300
Newton, Massachusetts 02458-1634 https://www.rmrgroup.com
All amounts in this presentation are unaudited.
Please refer to Non-GAAP Financial Measures and Certain Definitions starting on page 28 for terms used throughout this presentation.
Table of Contents
Quarterly ResultsRMR Reports Fiscal Fourth Quarter 2026 Results
"RMR's fiscal year finished on a strong note. While fourth quarter earnings reflect a net loss of $12.4 million and net loss attributable to RMR Inc. of $0.35 per share, largely driven by non-cash fair value changes in our public company investments, Distributable Earnings came in at $0.53 per share and Adjusted EBITDA at $21.5 million, both exceeding our guidance. Our results were aided by cost control measures that resulted in our Adjusted EBITDA margin improving by 460 basis points sequentially to 45.9%.
Importantly, beyond cost control measures, we have implemented strategic initiatives over the past year at several of our clients that improved their financial position, operating performance and long-term prospects. As a result, DHC and ILPT continue to be among the top performing REITs in the U.S. and are collectively on pace to generate nearly $38 million of incentive fees this calendar year.
Within our Private Capital business, we continue to navigate the headwinds facing real estate fundraising and remain focused on building our brand globally as we look for opportunities to deploy capital on behalf of institutional investors. Looking ahead, we believe RMR is poised to deliver solid earnings growth and create long-term shareholder value as our Managed REITs continue benefiting from the strategic initiatives underway and we look to grow our Private Capital under management." Adam Portnoy,President and Chief Executive Officer
Newton, MA (November 12, 2026). The RMR Group Inc. (Nasdaq: RMR) today announced its financial results for the fiscal quarter ended September 30, 2026.
DividendRMR has declared a quarterly dividend on its Class A Common Stock and Class B-1 Common Stock of $0.45 per share to shareholders of record as of the close of business on October 19, 2026. This dividend will be paid on or about November 12, 2026.
Conference CallA conference call to discuss RMR's fiscal fourth quarter results will be held on Friday, November 13, 2026 at 11:00 a.m. Eastern Time. The conference call may be accessed by dialing (844) 481-2945 or (412) 317-1868 (if calling from outside the U.S. and Canada); a pass code is not required. A replay will be available for one week by dialing (855) 669-9658; the replay pass code is 9988528. A live audio webcast of the conference call will also be available in a listen-only mode on RMR's website, at https://www.rmrgroup.com. The archived webcast will be available for replay on RMR's website after the call. The transcription, recording and retransmission in any way are strictly prohibited without the prior written consent of RMR.
About The RMR GroupThe RMR Group is a leading U.S. alternative asset management company, unique for its focus on commercial real estate (CRE) and related businesses. RMR's vertical integration is supported by over 800 real estate professionals in more than 30 offices nationwide who manage approximately $37 billion in assets under management and leverage 40 years of institutional experience in buying, selling, financing and operating CRE. RMR benefits from a scalable platform, a deep and experienced management team and a diversity of direct real estate strategies across its clients. RMR is headquartered in Newton, MA and was founded in 1986. For more information, please visit https://www.rmrgroup.com.
Fiscal Fourth Quarter 2026 Highlights
Financial Highlights
Assets Under Management of $36.8 billion.
Net loss of $12.4 million, net loss margin of (27.5%), net loss attributable to The RMR Group Inc. of $5.7 million, or $(0.35) per diluted share, Adjusted Net Income Attributable to The RMR Group Inc. of $3.7 million, or $0.21 per diluted share.
Net loss includes a $22.7 million loss on investments largely driven by unrealized losses based on the fair values of certain equity investments.
Distributable Earnings of $17.2 million, or $0.53 per diluted share.
Adjusted EBITDA of $21.5 million and Adjusted EBITDA Margin of 45.9%.
Operating Update
As AUM has declined approximately $2.2 billion since September 30, 2025, largely driven by asset sales at certain managed clients, RMR has been rationalizing its operating costs, most notably compensation and benefits.
Based on RMR's long-term strategic goals, investments are being made in capital formation personnel, technology and marketing efforts.
Liquidity & Incentive Fees
As of September 30, 2026, RMR had $102.9 million of total liquidity, including $47.9 million of cash on hand and $55.0 million available on its revolving credit facility, for opportunistic investments and other strategic actions.
DHC and ILPT continue to be two of the top performing REITs in the country. As such, if September 30, 2026 were the end of the measurement period, RMR would earn $37.7 million in aggregate incentive management fees, including $29.3 million and $8.4 million from DHC and ILPT, respectively.
(dollars in thousands, except per share amounts)
Diversified Healthcare Trust Pittsburgh, PA
GAAP Financial Measures
Net (Loss) Income | $ (12,426) | $ 7,388 | $ 7,582 |
Net (Loss) Income Margin | (27.5%) | 16.2% | 16.6% |
Net (Loss) Income Attributable to The RMR Group Inc. | $ (5,690) | $ 3,197 | $ 3,414 |
Non-GAAP Financial Measures | |||
Adjusted Net Income Attributable to The RMR Group Inc. | $ 3,664 | $ 2,640 | $ 3,808 |
Adjusted EBITDA | $ 21,465 | $ 19,667 | $ 20,478 |
Adjusted EBITDA Margin | 45.9% | 41.3% | 42.9% |
Distributable Earnings | $ 17,198 | $ 15,401 | $ 14,252 |
Distribution Payout Ratio | 59.7% | 66.7% | 71.6% |
Per Share Metrics
Adjusted Net Income Attributable to The RMR Group Inc. $ 0.21 $ 0.15 $ 0.22
Net (Loss) Income Attributable to The RMR Group Inc. $ (0.35) $ 0.18 $ 0.20
Distributable Earnings $ 0.53 $ 0.48 $ 0.44
Key Financial Data
$0.60
$0.58
$0.56
$0.54
$0.52
Per Share
$0.50
$0.48
$0.46
$0.44
$0.42
$0.40
$0.38
$0.36
$0.34
Distributable Earnings Q3 2026
Lower compensation and benefits expense driven by headcount rationalization and cumulative compensation adjustments in the prior quarter
$0.03
$0.05
$(0.02)
$0.53
$0.48
$(0.01)
Lower general and administrative expense driven primarily by reductions in normal course professional and legal fees
Lower property management fees driven primarily by acquisition fees earned as part of the Greenwich, CT multifamily portfolio acquisition in the prior quarter
Other, net Distributable Earnings Q4 2026(1)
Distributable Earnings is a non-GAAP measure and net income is the nearest GAAP measure. Refer to pages 21 and 22 for a reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA to Distributable Earnings.
Distributable Earnings Bridge
(dollars in thousands)
Perpetual Capital | ||||
Service Properties Trust (NASDAQ: SVC) | Net Leased Service-Focused Retail & Hotels | $ 9,754,254 | $ 5,488,369 | $ - |
Diversified Healthcare Trust (NASDAQ: DHC) | Senior Living, Medical Office & Life Science | 6,805,097 | 4,345,528 | 29,326 |
Office Properties Income Trust (NASDAQ: OPI) | Office | 4,983,741 | 2,069,295 | - |
Industrial Logistics Properties Trust (NASDAQ: ILPT) (1) | Industrial | 2,652,338 | 4,696,707 | 8,382 |
Seven Hills Realty Trust (NASDAQ: SEVN) | Diversified | 723,777 | 723,777 | - |
Total Perpetual Capital | $ 24,919,207 | $ 17,323,676 | $ 37,708 | |
Unrecognized Incentive Fees (3)
Private Capital | |||||
Residential Real Estate Funds (2) | Value Add / Core Plus | $ 4,574,811 | $ 4,574,811 | $ | - |
Industrial Real Estate Funds (1) | Core Plus | 3,967,795 | 901,176 | - | |
Medical Office & Life Science Real Estate Funds | Core Plus | 2,466,694 | 2,466,694 | - | |
Hotel Real Estate (Sonesta) | Core | 488,683 | 488,683 | - | |
Other Private Real Estate | Value Add / Core Plus | 386,654 | 264,350 | - | |
Total Private Capital | $ 11,884,637 | $ 8,695,714 | $ - | ||
Total | $ 36,803,844 | $ 26,019,390 | $ 37,708 | ||
Mountain JV AUM is included in Industrial Real Estate Funds' AUM, while its Fee-Earning AUM is included in ILPT's Fee-Earning AUM.
Residential Real Estate Funds include three wholly owned properties, three joint venture properties and third-party managed properties.
If September 30, 2026 were the end of the measurement period, RMR would earn $37.7 million in aggregate incentive management fees, including $29.3 million and $8.4 million from DHC and ILPT, respectively. RMR recognizes incentive fee revenue, if any, when earned at the conclusion of the measurement period ending December 31, 2026. Amounts are estimates based on performance through the period shown, may change materially and may not be earned.
AUM by Source and Unrecognized Incentive Fees
For the Three Months Ended
(dollars in thousands)
Base Business Management & Advisory Revenues Base Property Management & Other Revenues$4,991
$5,264
$7,068
$22,810
$22,145
$21,692
$27,801 $27,409
$28,760
$15,197 $16,225 $14,574
$9,294
$10,091
$10,098
$5,280
$5,099(1)
$6,134
September 30, 2026 June 30, 2026 September 30, 2025
Perpetual Capital Private Capital
September 30, 2026 June 30, 2026 September 30, 2025
Construction Supervision Revenues Total Management & Advisory Services Revenues$1,142
$1,135
$1,377
$660
$690
$1,059
$2,194
$1,802
$2,067
$45,192 $45,436 $45,401
$11,149 | $12,058 | $13,038 | ||||
$34,043 | $33,378 | $32,363 |
September 30, 2026 June 30, 2026 September 30, 2025 September 30, 2026 June 30, 2026 September 30, 2025
(1) Sequential decline in Private Capital property management fees is primarily driven by acquisition fees earned for the Greenwich JV during the fiscal quarter ended June 30, 2026.
Management and Advisory Services Revenues by Source
(amounts in thousands, except per share amounts)
Dividends paid by The RMR Group Inc. are funded through a combination of Distributable Earnings generated by The RMR Group LLC and cash and cash equivalents held by The RMR Group Inc., as illustrated below:
Calculation of Distribution Payout Ratio for The RMR Group LLC:Distributable Earnings | $ 17,198 | $ 0.53 | |
Dividend Funded by The RMR Group LLC (1) | $ 10,266 | $ 0.32 | 59.7% |
Dividend Funded by The RMR Group Inc. Cash Balance (2) | 2,220 | 0.13 |
Total Dividend $ 12,486 $ 0.45
Based on 32,080 shares outstanding as of the record date on July 20, 2026.
Total consolidated cash and cash equivalents for The RMR Group Inc. was $47,936 as of September 30, 2026, including $10,449 of cash and cash equivalents that has accumulated primarily from tax distributions from The RMR Group LLC in excess of tax obligations. Based on the current shares outstanding, continued tax distributions and dividend rate, this $10,449 provides ample capacity, when combined with The RMR Group LLC's expected Distributable Earnings, to continue dividends at current levels for more than two years.
Refer to Notes on page 26 for more information on the tax distributions made by The RMR Group LLC to The RMR Group Inc.
Quarterly DividendThe RMR Group Inc. Shareholders
(Receive $0.45 per share)
The RMR Group LLC Distributable Earnings
$0.32 per unit
$0.32 per share
$0.13 per share (2)
The RMR Group Inc.
RMR Inc.
Cash Balance (2)
Well-Covered Dividend
(dollars in thousands)
As of and for the Three Months Ended September 30, 2026 June 30, 2026 September 30, 2025Properties | 4 | 4 | 4 |
Residential Units | 781 | 781 | 781 |
Retail Square Footage | 203,994 | 203,994 | 203,994 |
Gross Asset Value | $243,897 | $241,411 | $237,668 |
Mortgage Debt | $142,869 | $141,493 | $139,700 |
Residential Occupancy | 93.2% | 91.9% | 91.7% |
Retail Occupancy | 76.5% | 76.5% | 83.1% |
Consolidated Wholly Owned EBITDA | $3,256 | $3,467 | $1,929 |
ARIUM at Lowry Denver, CO
ARIUM at Perimeter Park Raleigh, NC
ARIUM at Oviedo Park Orlando, FL
Countryside Plaza Chicago, IL
Value Add Wholly Owned Real Estate
(dollars in thousands)
For the Three Months Ended
September 30, 2026 June 30, 2026 September 30, 2025
Revenues: | ||||||
Management services (1) | $ | 43,860 | $ | 44,093 | $ | 44,286 |
Incentive fees | 73 | 90 | 337 | |||
Advisory services | 1,332 | 1,343 | 1,115 | |||
Total management, incentive and advisory services revenues | 45,265 | 45,526 | 45,738 | |||
Income from loan investments, net | - | - | 578 | |||
Rental property revenues | 5,003 | 5,192 | 3,193 | |||
Reimbursable compensation and benefits | 17,680 | 16,642 | 17,232 | |||
Reimbursable equity based compensation | 3,926 | 5,152 | 4,544 | |||
Other reimbursable expenses | 91,767 | 81,002 | 88,127 | |||
Total reimbursable costs | 113,373 | 102,796 | 109,903 | |||
Total revenues | 163,641 | 153,514 | 159,412 | |||
Expenses: | ||||||
Compensation and benefits | 38,911 | 39,607 | 38,512 | |||
Equity based compensation | 5,143 | 5,639 | 5,842 | |||
Separation costs | 540 | 1,720 | 1,743 | |||
Total compensation and benefits expense | 44,594 | 46,966 | 46,097 | |||
General and administrative | 9,561 | 10,668 | 10,336 | |||
Other reimbursable expenses | 91,767 | 81,002 | 88,127 | |||
Rental property expenses | 1,747 | 1,725 | 1,264 | |||
Transaction and acquisition related costs (recoveries) | 488 | (1,054) | (1,014) | |||
Loss on impairment of other assets | - | 19,066 | - | |||
Depreciation and amortization | 4,452 | 4,413 | 3,741 | |||
Operating income (loss) $ 11,032 $ (9,272) $ 10,861
Total expenses 152,609 162,786 148,551
(1) Refer to Notes on page 27 for more information on how base business management fees earned from the Managed Equity REITs are calculated.
Substantially all revenues are earned from related parties.
GAAP Results: Condensed Consolidated Statements of Income
(dollars in thousands)
For the Three Months Ended
September 30, 2026 June 30, 2026 September 30, 2025
Operating income (loss) | $ | 11,032 | $ | (9,272) | $ | 10,861 |
Interest income | 376 | 416 | 1,082 | |||
Interest expense | (3,090) | (3,205) | (1,676) | |||
Change in fair value of Earnout liability | - | - | 2,469 | |||
(Loss) gain on investments | (22,711) | 21,348 | (3,090) | |||
(Loss) income before income tax expense | (14,393) | 9,287 | 9,646 | |||
Income tax benefit (expense) | 1,967 | (1,899) | (2,064) | |||
Net (loss) income | (12,426) | 7,388 | 7,582 | |||
Net loss (income) attributable to noncontrolling interests | 6,736 | (4,191) | (4,168) | |||
Net (loss) income attributable to The RMR Group Inc. | $ (5,690) | $ 3,197 | $ | 3,414 | ||
RMR Managed Private Fund 935M by ARIUM, Atlanta, GA
GAAP Results: Condensed Consolidated Statements of Income (Continued)
(amounts in thousands, except per share amounts) | As of and for the Three Months Ended | ||
September 30, 2026 | June 30, 2026 | September 30, 2025 | |
Numerators: | |||
Net (loss) income attributable to The RMR Group Inc. | $ (5,690) | $ 3,197 | $ 3,414 |
Less: income attributable to unvested participating securities | (123) | (136) | (90) |
Net (loss) income used in calculating basic and diluted EPS | $ (5,813) | $ 3,061 | $ 3,324 |
Denominators: | |||
Common shares outstanding | 17,213 | 17,092 | 17,063 |
Less: unvested participating securities and incremental impact of weighted average | (385) | (301) | (376) |
Weighted average common shares outstanding - basic and diluted | 16,828 | 16,791 | 16,687 |
Net (loss) income attributable to The RMR Group Inc. per common share - basic and diluted | $ (0.35) | $ 0.18 | $ 0.20 |
Industrial Logistics Properties Trust Charleston, SC
GAAP Results: Earnings per Common Share
(dollars in thousands)
September 30, 2026 September 30, 2025
Assets
Service Properties Trust
Royal Sonesta Kaua'i Resort, Lihue, HI
Cash and cash equivalents held by The RMR Group Inc. $ 10,449 $ 19,478
Cash and cash equivalents held by The RMR Group LLC 37,487 42,819
Due from related parties 88,370 79,703
Prepaid and other current assets 15,005 13,731
Loans held for investment, net - 36,963
Total current assets 151,311 192,694
Loans held for investment, net of current portion - 24,021 Property and equipment, net 225,639 228,655
Due from related parties, net of current portion 11,325 10,374
Investments 111,744 31,900
Goodwill 71,761 71,761
Intangible assets, net 18,597 26,136
Operating lease right of use assets 17,829 22,876
Deferred tax asset 16,800 13,181
Other assets, net (1) 60,234 96,647
Total assets $ 685,240 $ 718,245
Liabilities and Equity
Reimbursable accounts payable and accrued expenses $ 52,443 $ 43,553 Accounts payable and accrued expenses 31,532 42,340
Operating lease liabilities 5,495 5,603
Secured financing facility, net - 26,326
Total current liabilities | 89,470 | 117,822 | |
Mortgage notes payable, net | 140,465 | 136,168 | |
Secured revolving credit facility | 45,000 | - | |
Secured financing facility, net of current portion | - | 18,260 | |
Operating lease liabilities, net of current portion | 12,817 | 17,682 | |
Amounts due pursuant to tax receivable agreement, net of current portion | 13,318 | 15,926 | |
Other liabilities | 11,325 | 10,374 | |
Total liabilities | 312,395 | 316,232 | |
Total equity | 372,845 | 402,013 | |
Total liabilities and equity | $ 685,240 | $ | 718,245 |
In June 2026, OPI emerged from chapter 11 bankruptcy protection and entered into amended and restated management agreements with RMR. As a result, RMR recognized a net impairment loss of 19,066 on the unamortized other asset related to the prior management agreements with OPI during the fiscal year ended September 30, 2026.
GAAP Results: Condensed Consolidated Balance Sheets
Non-GAAPFinancial Measures
(amounts in thousands, except per share amounts)
The following table presents the impact of certain individually significant items on the financial results for the three months ended September 30, 2026, excluding the redemption of the noncontrolling interest in The RMR Group LLC's 15,000,000 Class A Units as such redemption is anti-dilutive to earnings per share as presented on page 15.
Less:
Less: Net Loss
Net (Loss)
Income
Net Income
(Income)
Income
Attributable to
Net Income
Attributable to
Income (Loss)
Less: Income Tax
Attributable to
Attributable
Unvested
Used in
The RMR Group
Before Income
Benefit
Noncontrolling
to The RMR
Participating
Calculating
Inc. per Common
Three Months Ended September 30, 2026:
Tax Expense
(Expense) (1)
Interests
Group Inc.
Securities
Diluted EPS
Share - Diluted (2)
Net loss attributable to The RMR Group Inc.
$ (14,393)
$ 1,967 $ 6,736
$ (5,690) $ (123)
$ (5,813) $ (0.35)
Incentive fees
(73)
10 34
(29) -
(29) -
Loss on investments
22,711
(3,111) (10,583)
9,017 -
9,017 0.54
Separation costs
540
(74) (252)
214 -
214 0.01
Reversal of credit losses
(105)
14 49
(42) -
(42) -
Transaction and acquisition related costs
488
(67) (227)
194 -
194 0.01
Adjusted Net Income Attributable to The RMR Group Inc.
$ 9,168
$ (1,261) $ (4,243)
$ 3,664 $ (123)
$ 3,541 $ 0.21
Reflects an income tax rate of approximately 13.7%.
Based on 16,828 weighted average common shares outstanding.
Reconciliation of Adjusted Net Income and Adjusted Net Income per Diluted Share
(amounts in thousands, except per share amounts)
The following table presents the impact of certain individually significant items on the financial results for the three months ended June 30, 2026, excluding the redemption of the noncontrolling interest in The RMR Group LLC's 15,000,000 Class A Units as such redemption is anti-dilutive to earnings per share as presented on page 15.
Less: | ||||||||||
Income | Net Income | |||||||||
Less: Net Income | Net Income | Attributable to | Net Income | Attributable to | ||||||
Income Before | Attributable to | Attributable | Unvested | Used in | The RMR Group | |||||
Income Tax | Less: Income Tax | Noncontrolling | to The RMR | Participating | Calculating | Inc. per Common | ||||
Three Months Ended June 30, 2026: | Expense | Expense (1) | Interests | Group Inc. | Securities | Diluted EPS | Share - Diluted (2) | |||
Net income attributable to The RMR Group Inc. | $ 9,287 | $ (1,899) | $ | (4,191) | $ 3,197 | $ (136) | $ 3,061 | $ 0.18 | ||
Incentive fees | (90) | 18 | 42 | (30) | 1 | (29) | - | |||
Gain on investments | (21,348) | 4,365 | 9,970 | (7,013) | 298 | (6,715) | (0.40) | |||
Loss on impairment of other assets | 19,066 | (3,899) | (8,904) | 6,263 | (266) | 5,997 | 0.36 | |||
Separation costs | 1,720 | (352) | (803) | 565 | (24) | 541 | 0.03 | |||
Provision for credit losses | 11 | (2) | (5) | 4 | - | 4 | - | |||
Transaction and acquisition related recoveries | (1,054) | 216 | 492 | (346) | 15 | (331) | (0.02) | |||
Adjusted Net Income Attributable to The RMR Group Inc. | $ 7,592 | $ (1,553) $ (3,399) | $ | 2,640 | $ | (112) | $ | 2,528 | $ | 0.15 |
Reflects an income tax rate of approximately 20.4%.
Based on 16,791 weighted average common shares outstanding.
Reconciliation of Adjusted Net Income and Adjusted Net Income per Diluted Share (Continued)
(amounts in thousands, except per share amounts)
The following table presents the impact of certain individually significant items on the financial results for the three months ended September 30, 2025, excluding the redemption of the noncontrolling interest in The RMR Group LLC's 15,000,000 Class A Units as such redemption is anti-dilutive to earnings per share as presented on page 15.
Less: | |||||||||
Income | Net Income | ||||||||
Less: Net Income | Net Income | Attributable to | Net Income | Attributable to | |||||
Income Before | Attributable to | Attributable | Unvested | Used in | The RMR Group | ||||
Income Tax | Less: Income Tax | Noncontrolling | to The RMR | Participating | Calculating | Inc. per Common | |||
Three Months Ended September 30, 2025: | Expense | Expense (1) | Interests | Group Inc. | Securities | Diluted EPS | Share - Diluted (2) | ||
Net income attributable to The RMR Group Inc. | $ 9,646 | $ (2,064) | $ | (4,168) | $ 3,414 | $ | (90) | $ 3,324 | $ 0.20 |
Incentive fees | (337) | 72 | 158 | (107) | 3 | (104) | (0.01) | ||
Loss on investments | 3,090 | (661) | (1,446) | 983 | (26) | 957 | 0.06 | ||
Separation costs | 1,743 | (373) | (816) | 554 | (15) | 539 | 0.03 | ||
Change in fair value of Earnout liability | (2,469) | 528 | 1,155 | (786) | 21 | (765) | (0.05) | ||
Provision for credit losses | 226 | (48) | (106) | 72 | (2) | 70 | 0.01 | ||
Transaction and acquisition related recoveries | (1,014) | 217 | 475 | (322) | 8 | (314) | (0.02) | ||
Adjusted Net Income Attributable to The RMR Group Inc. | $ 10,885 | $ (2,329) | $ (4,748) | $ 3,808 $ (101) | $ 3,707 $ 0.22 | ||||
Reflects an income tax rate of approximately 21.4%.
Based on 16,687 weighted average common shares outstanding.
Reconciliation of Adjusted Net Income and Adjusted Net Income per Diluted Share (Continued)
(dollars in thousands)
For the Three Months Ended
Service Properties Trust
Royal Sonesta Bourbon Street, New Orleans, LA
September 30, 2026 June 30, 2026 September 30, 2025
Net (loss) income | $ (12,426) | $ | 7,388 | $ | 7,582 |
Income tax (benefit) expense | (1,967) | 1,899 | 2,064 | ||
Depreciation and amortization | 4,452 | 4,413 | 3,741 | ||
Interest expense | 3,090 | 3,205 | 1,676 | ||
EBITDA | (6,851) | 16,905 | 15,063 | ||
Incentive fees | (73) | (90) | (337) | ||
Loss (gain) on investments | 22,711 | (21,348) | 3,090 | ||
Loss on impairment of other assets | - | 19,066 | - | ||
Separation costs | 540 | 1,720 | 1,743 | ||
Transaction and acquisition related costs (recoveries) | 488 | (1,054) | (1,014) | ||
Other asset amortization | 1,623 | 2,238 | 2,354 | ||
Operating expenses paid in the form of The RMR Group Inc.'s common shares | 1,217 | 487 | 1,298 | ||
Change in fair value of Earnout liability | - | - | (2,469) | ||
(Reversal of) provision for credit losses | (105) | 11 | 226 | ||
Straight line office rent | (2) | 34 | 45 | ||
Distributions from investments | 1,917 | 1,698 | 479 | ||
Adjusted EBITDA | $ 21,465 | $ 19,667 | $ 20,478 | ||
Reconciliation of EBITDA and Adjusted EBITDA
(amounts in thousands, except per share amounts)
As of and for the Three Months Ended
September 30, 2026 | June 30, 2026 | September 30, 2025 | |
Calculation of Net (Loss) Income Margin: | |||
Total management, incentive and advisory services revenues | $ 45,265 | $ 45,526 | $ 45,738 |
Net (loss) income | $ (12,426) | $ 7,388 | $ 7,582 |
Net (Loss) Income Margin | (27.5%) | 16.2% | 16.6% |
Calculation of Adjusted EBITDA Margin: | |||
Contractual management and advisory fees (excluding incentive fees, if any) (1) | $ 46,815 | $ 47,674 | $ 47,755 |
Adjusted EBITDA | $ 21,465 | $ 19,667 | $ 20,478 |
Adjusted EBITDA Margin | 45.9% | 41.3% | 42.9% |
Calculation of Distributable Earnings: | ||||||
Adjusted EBITDA | $ 21,465 | $ 19,667 | $ 20,478 | |||
Less: Tax distributions to members (2) | (4,267) | (4,266) | (6,226) | |||
Distributable Earnings | $ 17,198 | $ 15,401 | $ 14,252 | |||
Class A and Class B-1 Common Share Distributions | $ 7,686 | $ | 7,692 | $ | 7,591 | |
Class A Units Distributions | 4,800 | 4,800 | 4,800 | |||
Total Distributions | $ 12,486 | $ 12,492 | $ 12,391 | |||
Calculation of Distributable Earnings per Share: | Office Properties Income Trust | |||||
Distributable Earnings | $ 17,198 | $ 15,401 | $ 14,252 | Chicago, IL | ||
Distributable Earnings Shares Outstanding | 32,213 | 32,092 | 32,063 | |||
Distributable Earnings Per Share | $ 0.53 | $ 0.48 | $ 0.44 | Refer to Notes on page 26. | ||
Calculation of Net Income Margin, Adjusted EBITDA Margin, Distributable Earnings and Distributable Earnings per Share
Appendix(dollars in thousands)
Notes to Page 10 - Management and Advisory Services Revenues by Source
The following tables present revenues by client and exclude incentive fees earned from the Perpetual Capital clients of $73, $90 and $337 during the three months ended September 30, 2026, June 30, 2026 and September 30, 2025, respectively.
For the Three Months Ended | ||||||||
September 30, 2026 | June 30, 2026 | September 30, 2025 | ||||||
BASE BUSINESS MANAGEMENT & ADVISORY REVENUES | ||||||||
DHC | $ | 5,153 | $ | 5,023 | $ | 4,085 | ||
ILPT | 6,198 | 6,068 | 5,966 | |||||
OPI | 3,544 | 3,042 | 2,804 | |||||
SVC | 6,583 | 6,669 | 7,722 | |||||
SEVN | 1,332 | 1,343 | 1,115 | |||||
Total Perpetual Capital | 22,810 | 22,145 | 21,692 | |||||
Sonesta | 1,967 | 2,202 | 2,441 | |||||
RMR Residential | 117 | 118 | 118 | |||||
Other private entities | 2,907 | 2,944 | 4,509 | |||||
Total Private Capital | 4,991 | 5,264 | 7,068 | |||||
Total Base Business Management & Advisory Revenues | $ 27,801 | $ 27,409 | $ 28,760 | |||||
BASE PROPERTY MANAGEMENT & OTHER REVENUES | ||||||||
DHC | $ 1,021 | $ 1,012 | $ 1,229 | |||||
ILPT | 3,327 | 3,371 | 3,249 | |||||
OPI | 2,944 | 2,942 | 2,635 | |||||
SVC | 2,787 | 2,748 | 2,161 | |||||
SEVN | 19 | 18 | 20 | |||||
Total Perpetual Capital | 10,098 | 10,091 | 9,294 | |||||
RMR Residential | 2,959 | 3,966 | 3,066 | |||||
Other private entities | 2,140 | 2,168 | 2,214 | |||||
Total Private Capital | 5,099 | 6,134 | 5,280 | |||||
Total Base Property Management & Other Revenues | $ 15,197 | $ 16,225 | $ 14,574 | |||||
Notes
(dollars in thousands)
Notes to Page 10 - Management and Advisory Services Revenues by Source (Continued)
For the Three Months Ended
September 30, 2026 June 30, 2026 September 30, 2025
CONSTRUCTION SUPERVISION REVENUES | ||||||
DHC | $ | 312 | $ | 307 | $ | 342 |
ILPT | 210 | 159 | 217 | |||
OPI | 111 | 126 | 417 | |||
SVC | 502 | 550 | 401 | |||
Total Perpetual Capital | 1,135 | 1,142 | 1,377 | |||
RMR Residential | 403 | 351 | 462 | |||
Other private entities | 656 | 309 | 228 | |||
Total Private Capital | 1,059 | 660 | 690 | |||
Total Construction Supervision Revenues | $ 2,194 | $ 1,802 | $ 2,067 | |||
TOTAL MANAGEMENT & ADVISORY SERVICES REVENUES | ||||||
DHC | $ 6,486 | $ 6,342 | $ 5,656 | |||
ILPT | 9,735 | 9,598 | 9,432 | |||
OPI | 6,599 | 6,110 | 5,856 | |||
SVC | 9,872 | 9,967 | 10,284 | |||
SEVN | 1,351 | 1,361 | 1,135 | |||
Total Perpetual Capital | 34,043 | 33,378 | 32,363 | |||
Sonesta | 1,967 | 2,202 | 2,441 | |||
RMR Residential | 3,479 | 4,435 | 3,646 | |||
Other private entities | 5,703 | 5,421 | 6,951 | |||
Total Private Capital | 11,149 | 12,058 | 13,038 | |||
Total Management & Advisory Services Revenues | $ 45,192 | $ 45,436 | $ 45,401 | |||
Notes (Continued)
(dollars in thousands)
Notes to Page 11 - Well-Covered Dividend
The following illustrative diagram presents certain tax information pertaining to The RMR Group LLC and The RMR Group Inc.:
Quarterly Tax Distributions
Notes to Page 22 - Calculation of Net Income Margin, Adjusted EBITDA Margin, Distributable Earnings and Distributable Earnings per Share
Contractual management and advisory fees are the base business management fees, property management fees and advisory fees RMR or its subsidiaries earn pursuant to their management agreements. These amounts are calculated pursuant to contractual formulas and do not deduct other asset amortization of $1,623, $2,238 and $2,354 for the three months ended September 30, 2026, June 30, 2026 and September 30, 2025, respectively, required to be recognized as a reduction to management services revenues in accordance with GAAP.
Under The RMR Group LLC operating agreement, The RMR Group LLC is required to make quarterly pro rata cash distributions to The RMR Group Inc. and its noncontrolling interest based on each entity's estimated tax liabilities and respective ownership percentages. Estimated tax liabilities are determined quarterly on a cumulative basis. As such, there may be fluctuations from quarter to quarter to account for prior periods where pro rata cash distributions were more or less than amounts determined cumulatively through a particular quarter. For each of the three month periods presented, The RMR Group LLC made required quarterly tax distributions as follows:
Taxing Authorities
Tax Rate: 37.25% (1)
The RMR Group Inc. (C-Corp)
Excess Distribution
RMR Inc.
Cash Balance
Tax Rate: ~20.00% (2)
The RMR Group LLC (Partnership)
Represents the current maximum combined federal and state tax rate applicable to The RMR Group LLC's members.
Represents The RMR Group Inc.'s effective combined federal and state cash income tax rate.
As of and for the Three Months Ended
September 30, 2026 June 30, 2026 September 30, 2025
The RMR Group LLC tax distributions to The RMR Group Inc. | $ | 2,267 | $ | 2,267 | $ | 3,274 |
The RMR Group LLC tax distributions to noncontrolling interest | 2,000 | 1,999 | 2,952 | |||
Total tax distributions to members from The RMR Group LLC | $ | 4,267 | $ | 4,266 | $ | 6,226 |
Notes (Continued)
(dollars in thousands)
Notes to Page 13 - GAAP Results: Condensed Consolidated Statements of Income
With the exception of OPI, which pays a fixed business management fee, management services revenues include base business management fees earned from the Managed Equity REITs that are calculated monthly based upon the lower of (i) the average historical cost of each REIT's properties and (ii) each REIT's average market capitalization. The information presented in the charts below is as of a point in time and may not reflect the basis used in the monthly calculations of business management fees:
As of September 30, 2026
As of September 30, 2025
$7,323,576
$14,865,714
$5,714,174
$3,847,471
$4,607,421
$10,750,102
$6,410,822
$6,410,822
$23,787,852
$22,278,308
$5,488,369
$5,488,369
$9,754,254
$4,696,707
$4,696,707
$4,345,528
$4,345,528
$5,718,957
$6,805,097
$14,865,714 | |
$3,847,471 | |
$4,607,421 |
$14,530,604 $14,530,604
DHC ILPT SVC
Historical Cost Market Capitalization Lower of Historical Cost Market Capitalization Lower of
Notes (Continued)
RMR presents certain "non-GAAP financial measures" within the meaning of the applicable rules of the SEC, including Adjusted Net Income Attributable to The RMR Group Inc., Adjusted Net Income Attributable to The RMR Group Inc. per diluted share, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Distributable Earnings. The GAAP financial measure that is most directly comparable to Adjusted Net Income Attributable to The RMR Group Inc. is net income attributable to The RMR Group Inc. The GAAP financial measure that is most directly comparable to Adjusted Net Income Attributable to The RMR Group Inc. per diluted share is net income attributable to The RMR Group Inc. per diluted share. The GAAP financial measure that is most directly comparable to EBITDA, Adjusted EBITDA and Distributable Earnings is net (loss) income and the GAAP financial measure that is most directly comparable to Adjusted EBITDA Margin is net (loss) income margin, which represents net (loss) income divided by total revenues, excluding income from loan investments, net, rental property revenues and reimbursable costs.
These non-GAAP financial measures do not represent net income, net income attributable to The RMR Group Inc., net income attributable to The RMR Group Inc. per diluted share or cash generated by operating activities determined in accordance with GAAP, and should not be considered alternatives to net income, net income attributable to The RMR Group Inc., net income attributable to The RMR Group Inc. per diluted share or net income margin determined in accordance with GAAP, as indicators of RMR's financial performance or as measures of its liquidity. Other asset management businesses may calculate these non-GAAP measures differently than RMR does.
Adjusted Net Income Attributable to The RMR Group Inc. RMR calculates Adjusted Net Income Attributable to The RMR Group Inc. and Adjusted Net Income Attributable to The RMR Group Inc. per diluted share as net income attributable to The RMR Group Inc. and net income attributable to The RMR Group Inc. per diluted share, respectively, excluding the effects of certain individually significant items occurring or impacting its financial results during the quarter that are not expected to be regularly occurring, relate to a special project or initiative or relate to gains or losses. RMR provides Adjusted Net Income Attributable to The RMR Group Inc. and Adjusted Net Income Attributable to The RMR Group Inc. per diluted share for supplemental informational purposes in order to enhance the understanding of RMR's condensed consolidated statements of income and to facilitate a comparison of RMR's current operating performance with its historical operating performance.
Distributable Earnings is calculated as Adjusted EBITDA less tax distributions to members and is considered to be an appropriate measure of RMR's operating performance, along with net income attributable to The RMR Group Inc. RMR believes that Distributable Earnings provides useful information to investors because by excluding amounts payable for tax obligations, it increases comparability between periods and more accurately reflects earnings that may be available for distribution to shareholders. Distributable Earnings is among the factors RMR's Board of Directors considers when determining shareholder dividends.
Distributable Earnings per Share calculations are based on end of period shares outstanding and includes 15,000,000 Redeemable Class A Units of The RMR Group LLC which are paired with RMR Inc.'s Class B-2 common shares outstanding; actual dividends are paid to shareholders as of the applicable record date.
Distribution Payout Ratio is calculated as distributions to shareholders funded by The RMR Group LLC divided by Distributable Earnings.
EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are supplemental measures used to assess operating performance, along with net income, net income attributable to The RMR Group Inc. and net income margin. RMR believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to investors because by excluding the effects of certain amounts, such as non-cash or non-recurring items, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may facilitate a comparison of current operating performance with RMR's historical operating performance and with the performance of other asset management businesses. RMR also believes that providing Adjusted EBITDA Margin may help investors assess RMR's performance of its business by providing the margin that Adjusted EBITDA represents to its contractual management and advisory fees (excluding incentive fees, if any).
Non-GAAP Financial Measures and Certain Definitions
Assets Under Management (AUM) All references in this presentation to AUM on, or as of, a date are calculated at a point in time.
AUM is calculated as: (i) the historical cost of real estate and related assets, excluding depreciation, amortization, impairment charges or other non-cash reserves, of the Managed Equity REITs and certain Private Capital clients, plus (ii) the gross book value of real estate assets, property and equipment of Sonesta International Hotels Corporation (Sonesta) and AlerisLife Inc. (AlerisLife) (through December 31, 2025), excluding depreciation, amortization, impairment charges or other non-cash reserves, plus
(iii) the carrying value of loans held for investment and real estate owned by SEVN, plus (iv) the fair value of RMR Residential, both owned and third-party managed assets. Upon deconsolidation from a Managed Equity REIT, the respective real estate and related assets are characterized as Private Capital and their historical cost represents the fair value of the real estate at the time of deconsolidation.
Fee-Earning AUM is calculated (i) monthly for the Managed Equity REITs, based upon the lower of the average historical cost of each REIT's properties and its average market capitalization, plus (ii) for all other clients and wholly owned properties, Fee-Earning AUM equals AUM and includes amounts that may differ from the measures used for purposes of calculating fees under the terms of the respective management agreements.
For additional information on the calculation of AUM for purposes of the fee provisions of the business management agreements, see RMR's Annual Report on Form 10-K for the fiscal year ended September 30, 2026, filed with the SEC. RMR's SEC filings are available at the SEC website: https://www.sec.gov.
GAAP refers to U.S. generally accepted accounting principles.
Managed Equity REITs refers to DHC, ILPT, OPI and SVC.
Mountain JV refers to Mountain Industrial REIT LLC, a joint venture in which ILPT owns a majority interest (and accordingly is presented in ILPT's consolidated results).
Perpetual Capital refers to capital with an indefinite duration, which may be terminated under certain conditions, and includes the Managed Equity REITs and SEVN.
Private Capital consists of Sonesta, AlerisLife (through December 31, 2025), RMR Residential and other private capital vehicles including ABP Trust and other private entities that own commercial real estate. Some of the Managed Equity REITs may own minority interests in certain of these entities. As of January 31, 2026, AlerisLife completed the sale of all of its assets. For all periods presented, revenues from AlerisLife are included in "Other private entities".
REIT refers to real estate investment trust.
RMR Residential refers to the residential real estate that is owned by RMR's subsidiaries, joint ventures, private funds and third-party owners to which RMR provides management services.
SEC refers to the Securities and Exchange Commission.
Tremont refers to RMR's wholly owned subsidiary Tremont Realty Capital LLC, an investment adviser registered with the SEC that provides advisory services for SEVN.
Non-GAAP Financial Measures and Certain Definitions (Continued)
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws that are subject to risks and uncertainties. These statements may include words such as "believe", "expect", "anticipate", "intend", "plan", "estimate", "opportunity", "will", "may", "positioned", "potential", "well-covered" and negatives or derivatives of these or similar expressions. These forward-looking statements include, among others, statements about: RMR's business strategy; economic and industry conditions, including as a result of changing tariffs or trade policies and the related uncertainty thereof; the impact and opportunities for RMR and RMR's clients' businesses from business cycles in the U.S. real estate industry as well as economic and industry conditions, including interest rates; RMR's belief that it is possible to grow real estate based businesses in selected property types or geographic areas despite national trends; RMR's liquidity, including its sufficiency to pursue a range of capital allocation strategies and fund RMR's operations and enhance its technology infrastructure and limit risk exposure; RMR's future profitability; anticipated financial results, future prospects and estimated valuations and share prices; and RMR's sustainability practices.
Forward-looking statements reflect RMR's current expectations, are based on judgments and assumptions, are inherently uncertain and are subject to risks, uncertainties and other factors, which could cause RMR's actual results, performance or achievements to differ materially from expected future results, performance or achievements expressed or implied in those forward-looking statements. Some of the risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:
The dependence of RMR's revenues on a limited number of clients; the variability of its revenues; risks related to supply chain constraints, commodity pricing and inflation, including inflation impacting wages and employee benefits; changing market conditions, practices and trends, which may adversely impact its clients and the fees RMR receives from them; potential terminations of the management agreements with its clients; uncertainty surrounding interest rates and sustained high interest rates, which may impact RMR's clients and significantly reduce RMR's revenues or impede its growth; RMR's dependence on the growth and performance of its clients; OPI's ability to operate its business profitably following its emergence from chapter 11 bankruptcy protection, which may impact the amount of management fees RMR receives and the potential for an additional equity issuance to RMR under OPI's new management agreements; RMR's ability to obtain or create new clients for its business which is often dependent on circumstances beyond RMR's control; the ability of RMR's clients to operate their businesses profitably, optimize their capital structures, comply with the terms of their debt agreements and financial covenants and to grow and increase their market capitalizations and total shareholder returns; RMR's ability to successfully provide management services to its clients; RMR's ability to maintain or increase the distributions RMR pays to its shareholders; RMR's ability to successfully pursue and execute capital allocation and new business strategies; RMR's ability to prudently invest in its business to enhance its operations, services and competitive positioning; RMR's ability to successfully grow the RMR Residential business and realize RMR's expected returns on its investment within the anticipated timeframe; RMR's ability to successfully integrate acquired businesses and realize the expected returns on its investments; the ability of Tremont to identify and close suitable investments for SEVN and to monitor, service and administer existing investments; RMR's ability to obtain additional capital from third party investors for its private capital initiatives in order to make additional investments and to increase potential returns; changes to RMR's operating leverage or client diversity; risks related to the security of RMR's network and information technology, including its artificial intelligence, or AI, initiatives; litigation and investment risks; risks related to acquisitions, dispositions and other activities by RMR or among its clients; allegations, even if untrue, of any conflicts of interest arising from RMR's management activities; RMR's ability to retain the services of its managing directors and other key personnel; RMR's and its clients' risks associated with RMR's and its clients' costs of compliance with laws and regulations, including securities regulations, exchange listing standards and other laws and regulations affecting public companies; and other matters.
These risks, uncertainties and other factors are not exhaustive and should be read in conjunction with other cautionary statements that are included in RMR's periodic filings. The information contained in RMR's filings with the SEC, including under the caption "Risk Factors" in its periodic reports, or incorporated therein, identifies important factors that could cause differences from the forward-looking statements in this presentation. RMR's filings with the SEC are available on the SEC's website at https://www.sec.gov.
You should not place undue reliance on forward-looking statements. Except as required by law, RMR does not intend to update or change any forward-looking statements as a result of new information, future events or otherwise.
Warning Concerning Forward-Looking Statements
