Financial Data and Key Metrics Changes - The company reported adjusted net income of $0.46 per share and adjusted EBITDA of $23.3 million for Q1 2022, slightly below quarterly guidance due to higher cash compensation than expected [8][21] - The company ended the quarter with $33.4 billion in assets under management and over $181 million in cash, with no debt [8][26] Business Line Data and Key Metrics Changes - Management and advisory service revenues were $46 million, an increase of $4.7 million year-over-year but a sequential decline of approximately $800,000 due to reduced business management fees at SBC and DHC [22] - Construction management fees increased by 31% sequentially to $3.2 million, with expectations for further growth as clients engage in redevelopment activities [23] Market Data and Key Metrics Changes - The commercial real estate market showed strong fundamentals, with fourth-quarter transaction volumes increasing by 97% year-over-year [9] - Leasing volumes reached approximately four million square feet for an average term of 8.5 years, representing a 39% sequential increase and a 35% increase over pre-pandemic 2019 levels [10] Company Strategy and Development Direction - The company is focused on expanding private capital relationships and has successfully increased private capital assets under management from $1.3 billion to $3.2 billion, a 139% increase [19] - The pending $4 billion acquisition of Monmouth Real Estate Investment Corporation is expected to close soon, which will enhance the company's assets under management without raising public equity [15][32] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the business outlook despite ongoing COVID-19 challenges, citing strong consumer spending and healthy real estate fundamentals [8][9] - The company anticipates a gradual recovery in the senior living sector, while the hotel sector may rebound more quickly due to increased business travel [44][48] Other Important Information - The company plans to issue annual share grants in March, which will result in additional G&A costs of approximately $600,000 [26] - The company has not collected incentive fees for two years and is focused on de-leveraging to improve shareholder returns [75] Q&A Session Summary Question: Transitioning capital from managed REIT to private markets - Management indicated that the expected fees from private vehicles are generally in line with those from REITs, and the Monmouth transaction marks a significant step in growing net AUM [30][32] Question: Outlook for DHC and SVC - Management is optimistic about recovery in the hotel sector by the second half of 2022, while the senior living sector may see a more gradual improvement [44][48] Question: Leasing activity and return to office skepticism - Management noted record leasing activity in Q4 and emphasized that the delay in return to office is more about employee preferences than health concerns [50][52] Question: Guidance for next quarter's revenue - Management provided guidance of $48 million to $49 million for the next quarter, factoring in recent share price levels and expected incremental fees from upcoming transactions [24][57] Question: Exposure to rising inflation - Management expressed confidence in their diverse portfolio's ability to handle inflation, with many leases having CPI adjustments or fixed step-ups [62] Question: Cap rates outlook - Management believes cap rates may rise slightly due to increasing debt costs but expects demand for real estate to temper significant increases [67][69] Question: Private capital transactions and future opportunities - Management is in discussions with private capital partners across various sectors and sees potential for additional joint ventures to improve shareholder returns [73][75] Question: Wage pressures in construction - Management acknowledged wage inflation and labor shortages as significant challenges, with average wage growth around 5% [80][82]

PART I. Financial Information This section presents the company's unaudited financial statements, management's discussion and analysis, and disclosures on market risk and controls [Financial Statements (unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28unaudited%29) This section presents The RMR Group Inc.'s unaudited condensed consolidated financial statements, including balance sheets, income statements, cash flows, and detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased as of December 31, 2021, primarily due to higher cash and cash equivalents, with a corresponding rise in total liabilities Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Dec 31, 2021 | Sep 30, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $181,887 | $159,835 | | Total current assets | $270,730 | $254,517 | | **Total assets** | **$522,402** | **$497,911** | | **Liabilities & Equity** | | | | Total current liabilities | $89,665 | $81,140 | | **Total liabilities** | **$168,525** | **$150,196** | | **Total equity** | **$353,877** | **$347,715** | [Condensed Consolidated Statements of Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income) Total revenues increased for the three months ended December 31, 2021, driving operating income growth, though net income attributable to RMR Inc. decreased due to lower unrealized gains Income Statement Summary (in thousands, except per share data) | Metric | Three Months Ended Dec 31, 2021 | Three Months Ended Dec 31, 2020 | | :--- | :--- | :--- | | Total management and advisory services revenues | $46,015 | $41,333 | | Total revenues | $181,568 | $156,946 | | Operating income | $20,093 | $13,732 | | Net income | $18,292 | $19,753 | | Net income attributable to The RMR Group Inc. | $8,042 | $8,897 | | Diluted EPS | $0.49 | $0.51 | [Condensed Consolidated Statements of Shareholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Shareholders%27%20Equity) Total equity increased during the quarter, driven by net income, partially offset by common share and tax distributions - For the three months ended Dec 31, 2021, total equity increased by **$6,200 thousand**, reflecting **$18,300 thousand** in net income, less **$10,800 thousand** in common share distributions and **$2,000 thousand** in tax distributions to members[13](index=13&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash from operating activities increased for the three months ended December 31, 2021, with net cash used in financing activities primarily for distributions, resulting in higher cash and cash equivalents Cash Flow Summary (in thousands) | Cash Flow Activity | Three Months Ended Dec 31, 2021 | Three Months Ended Dec 31, 2020 | | :--- | :--- | :--- | | Net cash from operating activities | $34,968 | $27,660 | | Net cash used in investing activities | ($165) | ($560) | | Net cash used in financing activities | ($12,751) | ($13,550) | | **Increase in cash and cash equivalents** | **$22,052** | **$13,550** | | **Cash and cash equivalents at end of period** | **$181,887** | **$383,213** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's structure, revenue recognition, related party transactions, and segment reporting, highlighting management services to various clients and equity investments - RMR LLC provides management services to four Managed Equity REITs (DHC, ILPT, OPI, SVC), three Managed Operating Companies (ALR, Sonesta, TA), and other private clients[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) Management & Advisory Services Revenue by Client Type (Q1 FY22 vs Q1 FY21, in thousands) | Client Type | Q1 FY2022 | Q1 FY2021 | | :--- | :--- | :--- | | Managed Public Real Estate Capital | $36,992 | $33,866 | | Managed Private Real Estate Capital | $2,400 | $1,570 | | Managed Operating Companies | $6,570 | $5,638 | | **Total from Related Parties** | **$45,962** | **$41,074** | - The company holds equity method investments in Seven Hills Realty Trust (SEVN) and TravelCenters of America Inc. (TA), accounted for under the fair value option. As of Dec 31, 2021, the market value of these investments was **$8,600 thousand** in SEVN and **$32,100 thousand** in TA[54](index=54&type=chunk)[58](index=58&type=chunk) - For the three months ended Dec 31, 2021, the company declared and paid dividends of **$0.38 per common share**, totaling **$6,300 thousand**[91](index=91&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's business environment, operational results, and financial condition, highlighting revenue drivers, liquidity, and the impact of the COVID-19 pandemic on client industries - The company's business is dependent on its ability to operate and grow its clients' businesses, which include Managed REITs, Managed Operating Companies, and private capital vehicles. The business generally follows the U.S. real estate cycle[109](index=109&type=chunk) - Despite challenges from the COVID-19 pandemic on client industries, the company believes its financial resources are sufficient. As of Dec 31, 2021, it had **$181,900 thousand** in cash and cash equivalents and no debt[112](index=112&type=chunk) - A key future event is ILPT's pending acquisition of Monmouth Real Estate Investment Corporation (MNR) for approximately **$4.0 billion**, expected to close in the first half of 2022 and increase RMR's management fees[110](index=110&type=chunk)[145](index=145&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) Total revenues increased for the three months ended December 31, 2021, driving a significant rise in operating income, though net income attributable to RMR Inc. declined due to lower unrealized gains Comparison of Operating Results (in thousands) | Line Item | Three Months Ended Dec 31, 2021 | Three Months Ended Dec 31, 2020 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Management services revenue | $44,897 | $40,747 | $4,150 | 10.2% | | Advisory services revenue | $1,118 | $586 | $532 | 90.8% | | Total revenues | $181,568 | $156,946 | $24,622 | 15.7% | | Total compensation and benefits expense | $34,010 | $37,214 | ($3,204) | (8.6)% | | Operating income | $20,093 | $13,732 | $6,361 | 46.3% | | Net income attributable to The RMR Group Inc. | $8,042 | $8,897 | ($855) | (9.6)% | - The **$4,150 thousand** increase in management services revenue was primarily due to higher fees from DHC, OPI, and SVC because of their increased enterprise values, and a **$1,460 thousand** increase in fees from Sonesta due to its expansion[127](index=127&type=chunk) - The **$6,900 thousand** decrease in unrealized gains on equity method investments was a major factor in the decline of net income[126](index=126&type=chunk)[140](index=140&type=chunk) [Liquidity and Capital Resources](index=27&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a strong liquidity position with significant cash and no debt, with primary cash uses being operating expenses, tax distributions, and dividends to shareholders - As of Dec 31, 2021, the company had **$181,900 thousand** in cash and cash equivalents and no outstanding debt[142](index=142&type=chunk) - Cash from operating activities increased by **$7,300 thousand** year-over-year to **$35,000 thousand** for the quarter, reflecting higher net income (excluding non-cash gains) and changes in working capital[148](index=148&type=chunk)[149](index=149&type=chunk) - On Jan 13, 2022, a quarterly dividend of **$0.38 per share** was declared, totaling approximately **$6,300 thousand**, to be paid on or about Feb 17, 2022[146](index=146&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is not subject to significant direct market risk, as it avoids derivative instruments and debt, with primary risk being indirect impacts on client performance - The company does not use derivative instruments and has not issued debt, limiting its direct exposure to interest rate, commodity, or credit risks[152](index=152&type=chunk) - Cash and cash equivalents, including **$131,100 thousand** in money market funds as of Dec 31, 2021, are believed to have no material market risk[143](index=143&type=chunk)[153](index=153&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures are effective, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of December 31, 2021, the President and CEO and the EVP, CFO and Treasurer concluded that the company's disclosure controls and procedures are effective[155](index=155&type=chunk) - There were no material changes to the company's internal control over financial reporting during the quarter[156](index=156&type=chunk) [Warning Concerning Forward-Looking Statements](index=30&type=section&id=Warning%20Concerning%20Forward-Looking%20Statements) This section cautions that the report contains forward-looking statements subject to various risks and uncertainties, including the impact of COVID-19 and reliance on a limited number of clients - Forward-looking statements are subject to risks including the impact of COVID-19, reliance on a few clients, and the potential for management agreement terminations[158](index=158&type=chunk)[160](index=160&type=chunk) - The company's base management fees are tied to client asset values or market capitalizations, and incentive fees are not guaranteed, making future revenues potentially volatile[160](index=160&type=chunk)[161](index=161&type=chunk) PART II. Other Information This section covers updates on risk factors, equity security sales, and required exhibits and signatures [Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) The company reports no material changes to the risk factors from those previously disclosed in its Annual Report on Form 10-K for the fiscal year ended September 30, 2021 - There have been no material changes to the risk factors from those provided in the 2021 Annual Report[163](index=163&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the company's repurchase of 225 shares of Class A Common Stock in October 2021 to satisfy tax withholding obligations related to employee share awards Issuer Purchases of Equity Securities (Q1 FY2022) | Calendar Month | Number of Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | October 2021 | 225 | $34.05 | | **Total** | **225** | **$34.05** | - The share purchases were made to satisfy tax withholding obligations in connection with the vesting of Class A Common Share awards[164](index=164&type=chunk) [Exhibits](index=33&type=section&id=Item%206.%20Exhibits) This section provides a list of exhibits filed with the Form 10-Q, including certifications by the CEO and CFO and XBRL data files - The report includes Rule 13a-14(a) and Section 1350 certifications as exhibits, along with XBRL data files[165](index=165&type=chunk) [Signatures](index=34&type=section&id=Signatures) The report is duly signed on behalf of the registrant by Matthew P. Jordan, Executive Vice President, Chief Financial Officer and Treasurer, on January 27, 2022 - The Form 10-Q was signed on January 27, 2022, by Matthew P. Jordan, the company's principal financial and accounting officer[168](index=168&type=chunk)

The RMR Group Inc. (NASDAQ:RMR) Q4 2021 Earnings Conference Call November 16, 2021 10:00 AM ET Company Participants Michael Kodesch – Director-Investor Relations Adam Portnoy – President and Chief Executive Officer Matt Jordan – Chief Financial Officer Conference Call Participants Bryan Maher – B. Riley FBR Ronald Kamdem – Morgan Stanley Jim Sullivan – BTIG Kenneth Lee – RBC Capital Market Operator Good day and welcome to RMR's Fiscal Fourth Quarter 2021 Earnings Conference Call. All participants will be in ...

Table of Contents or UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-37616 THE RMR GROUP INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 47-4122583 (State of Organization) (IRS Employer Identification No.) T ...

____________________________________________________________________________ FOR IMMEDIATE RELEASE The RMR Group Inc. Announces Third Quarter Fiscal 2021 Results Net Income of $19.0 Million, or $0.50 Per Diluted Share Adjusted Net Income of $0.47 Per Diluted Share, a 27% Sequential Quarter Increase and a 24% Increase from Last Year Adjusted EBITDA of $24.4 Million, a 16% Sequential Quarter Increase and a 25% Increase from Last Year Newton, MA (August 5, 2021). The RMR Group Inc. (Nasdaq: RMR) today announce ...

Financial Data and Key Metrics Changes - Adjusted net income was reported at $0.47 per share, reflecting a 27% increase sequentially and a 24% increase year-over-year [7] - Adjusted EBITDA reached $24.4 million, representing a 16% sequential increase and a 25% year-over-year increase [7][36] - Adjusted EBITDA margin improved to 51.1%, a sequential increase of 300 basis points [36] Business Line Data and Key Metrics Changes - Management and advisory services revenues increased to $45.5 million, a $3.5 million sequential increase, driven by higher enterprise values and strong operating results from managed operators [29] - Over 2 million square feet of leases were arranged with a weighted average lease term of over 11 years and an average rent increase of just over 9% [12] Market Data and Key Metrics Changes - The company experienced increased office utilization rates and strong leasing momentum across its managed properties [9][12] - Cash collection rates remained high at approximately 99% [14] Company Strategy and Development Direction - The company is focusing on expanding its development capabilities, with significant projects like the $200 million redevelopment of 20 Mass Ave expected to be delivered in Q1 2023 [14][79] - The company is committed to building relationships with private LP capital providers and exploring potential real estate M&A targets [25][70] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the recovery in the commercial real estate sector, noting that both DHC and SVC are expected to improve as the economy recovers from COVID-19 [55] - The company is cautious about the pace of recovery, particularly regarding business travel and occupancy rates [54][55] Other Important Information - The merger of RMR Mortgage Trust and Tremont Mortgage Trust is on track, expected to enhance scale and shareholder liquidity [23] - The company ended the quarter with approximately $400 million in cash, with plans for a potential special dividend [24][100] Q&A Session Summary Question: Development appetite versus acquisitions - Management indicated that development activity is becoming a larger part of the company's strategy, although acquisitions will remain the primary focus for the foreseeable future [41][46] Question: Comparison of recovery between DHC and SVC - Management noted that both DHC and SVC are recovering, but the speed of recovery is uncertain and dependent on external factors like COVID-19 [55] Question: Capital allocation and development risk premium - Management stated that they are not far off from market prices for acquisitions and are targeting high single-digit returns for development projects [60][62] Question: Status of private equity platform - Management clarified that while they are not actively pursuing a private equity platform, they are open to opportunities that align with their core real estate focus [70][72] Question: Special dividend considerations - Management confirmed that they are still considering a special dividend of up to 50% of cash on hand, with a decision expected by the end of September [100]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-37616 THE RMR GROUP INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 47-4122583 (State of Organization) (IRS Employer Identification No.) Two Newton Place ...

The RMR Group Inc. (NASDAQ:RMR) Q2 2021 Earnings Conference Call May 10, 2021 1:00 PM ET Company Participants Michael Kodesch - Director, Investor Relations Adam Portnoy - President and Chief Executive Officer Matt Jordan - Chief Financial Officer Conference Call Participants Jim Sullivan - BTIG Bryan Maher - B. Riley FBR Owen Lau - Oppenheimer Ronald Kamdem - Morgan Stanley Kenneth Lee - RBC Capital Markets Dean Stephan - Bank of America Operator Good day and welcome to The RMR Group Fiscal Second Quarter ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-37616 THE RMR GROUP INC. (Exact Name of Registrant as Specified in Its Charter) Maryland 47-4122583 (State of Organization) (IRS Employer Identification No.) Two Newton Plac ...

Financial Data and Key Metrics Changes - For Q1 2021, the company reported adjusted net income of $6.9 million, or $0.41 per share, and adjusted EBITDA of $21.4 million, both showing sequential quarter increases [6][29] - The adjusted EBITDA margin was 49%, representing a 20 basis point increase sequentially and a 190 basis point increase from the 2020 low point [29] Business Line Data and Key Metrics Changes - Management and advisory service revenues were $41.3 million, a $1.1 million increase sequentially, attributed to share price appreciation and increased construction management fees [30] - The company noted a loss revenue opportunity of approximately $52 million due to managed equity REITs paying base business management fees on a market capitalization basis [31] Market Data and Key Metrics Changes - The managed equity REITs, except ILPT, are paying fees based on market capitalization, which has improved from a high of $56 million in lost revenue opportunity [31] - The company expects management and advisory service revenues to remain in line with the current quarter, despite projected declines in construction activity [33] Company Strategy and Development Direction - The company is optimistic about the resilience of its business model amid pandemic challenges and is focused on growing its private capital asset management business [8][24] - The acquisition of Red Lion Hotels by Sonesta is expected to significantly increase Sonesta's size and enhance its franchising capabilities, positioning it as a top-tier hotel operating business [42][45] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery of senior living and hospitality industries in the second half of 2021, driven by vaccine distribution [15][71] - The company is cautiously optimistic about the economic reopening and expects improvements in performance across its managed equity REITs [70] Other Important Information - The company ended the quarter with approximately $383 million in cash and no debt, positioning it well for strategic opportunities [39] - Discussions are ongoing regarding potential capital returns to shareholders, including dividends or stock buybacks, with a decision expected before the end of the fiscal year [99][102] Q&A Session Summary Question: Update on Red Lion and Sonesta integration - The acquisition of Red Lion is expected to significantly increase Sonesta's size and enhance its franchising capabilities, making it one of the largest hotel companies in the U.S. [42][45] Question: Opportunities in other sectors - The company is exploring opportunities across various sectors, including hospitality, healthcare, and office, with a focus on organic growth [51][53] Question: Growth potential of the industrial fund - The industrial fund is expected to grow significantly, with a focus on small- to medium-sized assets, leveraging the company's competitive advantage in less competitive sub-$50 million transactions [63][64] Question: Incentive fees and performance outlook - The company is optimistic about the potential for incentive fees as managed equity REITs recover from pandemic lows, particularly in 2021 [74] Question: Strategic acquisitions and capital returns - The company is considering returning capital to shareholders, with discussions on potential dividends or stock buybacks expected to take place before the end of the fiscal year [99][102]