The RMR Group(RMR) - 2025 Q3 - Quarterly Report

PART I. Financial Information This part presents the company's unaudited condensed consolidated financial statements and management's analysis Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements of The RMR Group Inc. for the periods ended June 30, 2025, and September 30, 2024, including balance sheets, income statements, statements of shareholders' equity, cash flows, and comprehensive notes detailing the company's organization, accounting policies, acquisitions, revenue recognition, loan investments, indebtedness, investments, income taxes, fair value measurements, related person transactions, shareholders' equity, and per common share amounts Condensed Consolidated Balance Sheets This statement provides a snapshot of the company's assets, liabilities, and equity at specific points in time Condensed Consolidated Balance Sheets (June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 (in thousands) | September 30, 2024 (in thousands) | | :--------------------------------------- | :----------------------------- | :------------------------------- | | Total current assets | $221,371 | $294,118 | | Total assets | $648,018 | $700,494 | | Total current liabilities | $97,449 | $133,439 | | Total liabilities | $238,685 | $281,077 | | Total equity | $409,333 | $419,417 | - Total assets decreased by $52,476 thousand (7.5%) from September 30, 2024, to June 30, 2025, primarily due to a reduction in current assets, including cash and cash equivalents and amounts due from related parties[9] - Total liabilities decreased by $42,392 thousand (15.1%) over the same period, driven by lower reimbursable accounts payable and accrued expenses[9] Condensed Consolidated Statements of Income This statement details the company's revenues, expenses, and net income over specific reporting periods Condensed Consolidated Statements of Income (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :--------------------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Total revenues | $154,728 | $205,670 | $(50,942) | (24.8)% | | Total expenses | $144,755 | $193,419 | $(48,664) | (25.2)% | | Operating income | $9,973 | $12,251 | $(2,278) | (18.6)% | | Net income attributable to The RMR Group Inc. | $4,186 | $4,935 | $(749) | (15.2)% | | Basic EPS | $0.25 | $0.29 | $(0.04) | (13.8)% | Condensed Consolidated Statements of Income (Nine Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :--------------------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Total revenues | $540,872 | $685,314 | $(144,442) | (21.1)% | | Total expenses | $509,951 | $650,318 | $(140,367) | (21.6)% | | Operating income | $30,921 | $34,996 | $(4,075) | (11.6)% | | Net income attributable to The RMR Group Inc. | $14,182 | $17,794 | $(3,612) | (20.3)% | | Basic EPS | $0.83 | $1.06 | $(0.23) | (21.7)% | Condensed Consolidated Statements of Shareholders' Equity This statement tracks changes in the company's equity, including net income and distributions, over time Shareholders' Equity Changes (Nine Months Ended June 30, 2025) | Item | Amount (in thousands) | | :-------------------------------- | :-------------------- | | Balance at September 30, 2024 | $419,417 | | Net income | $9,295 | | Common share distributions | $(12,395) | | Balance at June 30, 2025 | $409,333 | Shareholders' Equity Changes (Nine Months Ended June 30, 2024) | Item | Amount (in thousands) | | :-------------------------------- | :-------------------- | | Balance at September 30, 2023 | $423,663 | | Net income | $12,404 | | Common share distributions | $(12,329) | | Balance at June 30, 2024 | $421,657 | - Total equity decreased from $419,417 thousand at September 30, 2024, to $409,333 thousand at June 30, 2025, primarily due to common share distributions exceeding net income[14] Condensed Consolidated Statements of Cash Flows This statement summarizes cash inflows and outflows from operating, investing, and financing activities Cash Flow Summary (Nine Months Ended June 30) | Cash Flow Activity | 2025 (in thousands) | 2024 (in thousands) | Change ($) | | :-------------------------------- | :------------------ | :------------------ | :--------- | | Net cash provided by operating activities | $60,118 | $67,069 | $(6,951) | | Net cash used in investing activities | $(39,217) | $(81,395) | $42,178 | | Net cash used in financing activities | $(41,216) | $(45,687) | $4,471 | | Decrease in cash and cash equivalents | $(20,315) | $(60,013) | $39,698 | | Cash and cash equivalents at end of period | $121,284 | $207,976 | $(86,692) | - Net cash provided by operating activities decreased by $6,951 thousand, primarily due to unfavorable changes in working capital and a decrease in net income[19][191] - Net cash used in investing activities decreased by $42,178 thousand, mainly due to the prior period's acquisition of MPC, partially offset by the current period's acquisition of a property near Chicago, IL[19][191] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements Note 1. Organization Note 1 details the company's corporate structure and its primary business activities - The RMR Group Inc. (RMR Inc.) is a holding company, with substantially all business conducted by its majority-owned subsidiary, The RMR Group LLC (RMR LLC)[22] - RMR Inc. owned 52.9% of the economic interest of RMR LLC as of June 30, 2025, with ABP Trust holding the remaining 47.1% as a noncontrolling interest[23] - RMR LLC provides management services to four publicly traded equity REITs (Managed Equity REITs), a publicly traded mortgage REIT (SEVN), AlerisLife Inc., Sonesta International Hotels Corporation, multiple private funds, joint ventures, and other private capital clients[24][25][26][27][28] Note 2. Basis of Presentation Note 2 outlines the accounting principles and presentation methods used in the financial statements - The condensed consolidated financial statements are unaudited and prepared in conformity with U.S. GAAP, with certain information condensed or omitted[29] - The company reports results in a single reportable segment, reflecting how the chief operating decision maker (CODM) allocates resources and evaluates financial results[32] - Recent accounting pronouncements, ASU No. 2023-07 (Segment Reporting) and ASU No. 2023-09 (Income Taxes), are not expected to have a material impact on consolidated financial statements[33][34] Note 3. Acquisitions Note 3 describes recent business and asset acquisitions, including their financial impact - On December 19, 2023, RMR LLC acquired MPC Partnership Holdings LLC (now RMR Residential) for $99,021 thousand, accounted for as a business combination[35] - As part of the MPC acquisition, the company acquired a 90.0% economic interest in 260 Woodstock Investor, LLC, and subsequently sold the Woodstock Property in January 2025 for $9,800 thousand, recognizing a $445 thousand gain[36] - In Q3 2025, the company acquired a community shopping center near Chicago, IL, for $21,250 thousand in an all-cash asset acquisition[37] Note 4. Revenue Recognition Note 4 explains the company's policies for recognizing revenue from various service offerings - Revenues from services are recognized over time as performance obligations are satisfied[40] Aggregate Base Business Management Fees from Managed Equity REITs | Period | 2025 (in thousands) | 2024 (in thousands) | | :-------------------------------- | :------------------ | :------------------ | | Three Months Ended June 30 | $19,476 | $20,604 | | Nine Months Ended June 30 | $59,453 | $63,400 | - The company did not earn incentive business management fees from Managed Equity REITs for calendar years 2024 or 2023[46] Aggregate Property Management Fees | Period | 2025 (in thousands) | 2024 (in thousands) | | :-------------------------------- | :------------------ | :------------------ | | Three Months Ended June 30 | $16,032 | $19,939 | | Nine Months Ended June 30 | $52,570 | $57,402 | - Income from loan investments, net, for the three and nine months ended June 30, 2025, was $677 thousand and $1,869 thousand, respectively, with no income in the prior year periods[58] - Rental property revenues significantly increased to $2,033 thousand (Q3 2025) and $5,080 thousand (9M 2025) from $191 thousand and $415 thousand (prior year periods), respectively[60] Note 5. Loans Held for Investment, Net Note 5 provides information on the company's loan portfolio, including commitments and credit loss allowances - The company's strategy is to expand its private capital business by amassing a small portfolio of loans, financed through a bank repurchase facility, and bringing in third parties to invest[65] Loan Portfolio Statistics | Metric | June 30, 2025 | September 30, 2024 | | :-------------------------------- | :------------ | :----------------- | | Number of loans | 2 | 2 | | Total loan commitments | $67,000 | $67,000 | | Unfunded loan commitments | $2,390 | $9,820 | | Principal balance | $64,610 | $57,180 | | Weighted average coupon rate | 8.40% | 9.15% | | Weighted average all in yield | 9.27% | 10.13% | - The allowance for credit losses increased to $526 thousand as of June 30, 2025, from $343 thousand as of September 30, 2024, with an aggregate provision for credit losses of $117 thousand for the three months ended June 30, 2025[78] Note 6. Indebtedness Note 6 details the company's financing facilities, principal balances, and maturity profiles - The secured financing facility has an aggregate maximum capacity of $200,000 thousand[82] Secured Financing Facility Summary | Metric | June 30, 2025 (in thousands) | September 30, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Principal Balance | $47,228 | $41,655 | | Carrying Value | $46,681 | $41,109 | | Weighted average coupon rate | 7.21% | 7.80% | | Weighted average maximum maturity | 1.40 years | 2.10 years | - In January 2025, the company entered into a $100,000 thousand senior secured revolving credit facility, with no amounts outstanding as of June 30, 2025, or August 1, 2025[86] Note 7. Investments Note 7 describes the company's equity interests in SEVN, joint ventures, and other investment vehicles - Tremont owned approximately 11.4% of SEVN's outstanding common shares as of June 30, 2025, with a market value of $20,617 thousand[87] - The company consolidated Carroll MF VII, LLC (MF VII) in December 2024 due to an increased equity interest (14.3%) and existing influence, leading to an unrealized loss of $95 thousand (Q3 2025) and $885 thousand (9M 2025) related to its investment in Fund VII[89][91] - The company owns equity interests in two joint ventures (Pompano JV and Sunrise JV) for residential communities, making an aggregate equity contribution of $11,134 thousand during the nine months ended June 30, 2025[92] Note 8. Income Taxes Note 8 outlines the company's income tax structure, estimated expenses, and effective tax rate reconciliation - RMR Inc. is subject to U.S. federal and state income tax on its allocable share of RMR LLC's taxable income, while RMR LLC is treated as a partnership for most tax purposes[94] Estimated Income Tax Expense | Period | 2025 (in thousands) | 2024 (in thousands) | | :-------------------------------- | :------------------ | :------------------ | | Three Months Ended June 30 | $1,753 | $3,657 | | Nine Months Ended June 30 | $5,607 | $8,415 | Effective Tax Rate Reconciliation | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Nine Months Ended June 30, 2025 | Nine Months Ended June 30, 2024 | | :--------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Income taxes computed at federal statutory rate | 21.0% | 21.0% | 21.0% | 21.0% | | State taxes, net of federal benefit | 3.1% | 3.0% | 3.1% | 2.8% | | Net income attributable to noncontrolling interest | (9.9%) | (9.8%) | (9.9%) | (9.8%) | | Total effective tax rate | 15.9% | 22.8% | 15.3% | 17.2% | Note 9. Fair Value of Financial Instruments Note 9 explains the fair value hierarchy and valuation techniques for financial instruments - The company uses a three-tier fair value hierarchy (Level 1, 2, 3) for financial assets and liabilities[100][101] Fair Value of Financial Instruments Not Carried at Fair Value (June 30, 2025) | Instrument | Carrying Value (in thousands) | Fair Value (in thousands) | | :-------------------------------- | :---------------------------- | :------------------------ | | Loans held for investment | $63,824 | $64,895 | | Secured financing facility | $46,681 | $47,726 | | Mortgage note payable | $45,359 | $46,070 | Level 3 Fair Value Inputs (June 30, 2025) | Instrument | Fair Value (in thousands) | Valuation Technique | Unobservable Input | Range | | :-------------------------------- | :------------------------ | :------------------ | :----------------- | :-------------------- | | Investment in Fund VII | $3,718 | Discounted cash flow | Discount rates | 6.50% - 7.00% | | | | | Exit capitalization rates | 5.00% - 5.50% | | Investment in joint ventures | $11,134 | Discounted cash flow | Unlevered IRR | 12.02% - 12.37% | | Earnout liability | $6,108 | Monte Carlo | Capital deployment volatility | 15.00% | Note 10. Related Person Transactions Note 10 discloses significant transactions and relationships with related parties, including management fees and receivables - Adam Portnoy, Chair of the Board, Managing Director, President, and CEO, is the sole trustee and controlling shareholder of ABP Trust, the company's controlling shareholder[108] Total Revenues from Related Parties (Three Months Ended June 30) | Client Type | 2025 (in thousands) | 2024 (in thousands) | | :-------------------------------- | :------------------ | :------------------ | | Perpetual Capital | $122,295 | $168,158 | | Private Capital | $29,723 | $37,321 | | Total revenues from related parties | $152,018 | $205,479 | Amounts Due From Related Parties (June 30, 2025) | Client Type | Accounts Receivable (in thousands) | Reimbursable Costs (in thousands) | Total (in thousands) | | :-------------------------------- | :--------------------------------- | :-------------------------------- | :------------------- | | Perpetual Capital | $22,116 | $44,769 | $66,885 | | Private Capital | $14,676 | $8,793 | $23,469 | | Total | $36,792 | $53,562 | $90,354 | - The company expects to pay $2,421 thousand to ABP Trust during Q4 fiscal year 2025 under the tax receivable agreement[119][193] - Separation costs for officers and employees were $1,880 thousand (Q3 2025) and $5,335 thousand (9M 2025), including both cash and equity-based components[123] Note 11. Shareholders' Equity Note 11 details changes in shareholders' equity, including share awards and common share distributions - The company awards Class A common stock to Directors, officers, and employees, with Director awards vesting immediately and others vesting in five equal annual installments[125] - For the nine months ended June 30, 2025, general and administrative expense for Director share awards was $600 thousand[126] Common Share Distributions | Period | Total Distributions (in thousands) | | :-------------------------------- | :------------------------------- | | Nine Months Ended June 30, 2025 | $22,756 | | Nine Months Ended June 30, 2024 | $20,897 | Note 12. Per Common Share Amounts Note 12 explains the calculation of basic and diluted earnings per common share - Basic EPS is calculated using the two-class method, treating unvested Class A Common Shares as participating securities[133] - Diluted EPS is calculated using the treasury stock method for unvested Class A Common Shares and the if-converted method for Class B-2 Common Shares[136] Net Income Attributable to The RMR Group Inc. Per Common Share | Period | Basic EPS (2025) | Basic EPS (2024) | Diluted EPS (2025) | Diluted EPS (2024) | | :-------------------------------- | :--------------- | :--------------- | :----------------- | :----------------- | | Three Months Ended June 30 | $0.25 | $0.29 | $0.25 | $0.29 | | Nine Months Ended June 30 | $0.83 | $1.06 | $0.82 | $1.06 | Note 13. Net Income Attributable to RMR Inc. Note 13 presents the calculation of net income specifically attributable to The RMR Group Inc Net Income Attributable to RMR Inc. Calculation | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Nine Months Ended June 30, 2025 (in thousands) | Nine Months Ended June 30, 2024 (in thousands) | | :--------------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Income before income tax expense | $11,048 | $16,061 | $36,704 | $49,058 | | Net income attributable to RMR Inc. | $4,186 | $4,935 | $14,182 | $17,794 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides an overview of the company's business environment, financial performance, liquidity, and capital resources. It details revenue and expense changes for the three and nine months ended June 30, 2025, compared to the prior year, highlighting impacts from acquisitions, cost containment, and market conditions. It also discusses the company's strategies for private capital growth, market and credit risks, related person transactions, and critical accounting estimates Overview This section covers overview details - RMR Inc. operates as a holding company, with RMR LLC conducting substantially all business, managing a diverse portfolio of real estate and real estate-related businesses[142] Business Environment and Outlook This section covers business environment and outlook details - Business growth depends on managing Managed Equity REITs, private capital clients, and SEVN to maintain and increase their value, assist AlerisLife and Sonesta, and expand through new ventures and investments[143] - Macroeconomic uncertainty, including U.S. trade and fiscal policy and geopolitical tensions, has caused many commercial real estate (CRE) investors to remain on the sidelines[144] - Despite uncertainty, the company and its clients will pursue growth by executing prudent capital recycling, business arrangement restructurings, and repositioning portfolios[145] Managed Equity REITs This section covers managed equity reits details - Base business management fees are calculated monthly based on the lesser of average historical cost of properties or average market capitalization[146] Managed Equity REITs - Lesser of Historical Cost of Assets Under Management or Total Market Capitalization | REIT | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | | :--- | :----------------------------- | :----------------------------- | | DHC | $3,576,962 | $3,845,905 | | ILPT | $4,525,348 | $4,559,824 | | OPI | $2,448,412 | $2,422,103 | | SVC | $6,224,431 | $6,535,337 | | Total| $16,775,153 | $17,363,169 | Managed Equity REITs Fee Revenues (Three Months Ended June 30) | REIT | 2025 Total (in thousands) | 2024 Total (in thousands) | | :--- | :------------------------ | :------------------------ | | DHC | $5,292 | $5,847 | | ILPT | $9,135 | $9,073 | | OPI | $5,781 | $7,307 | | SVC | $9,621 | $10,430 | | Total| $29,829 | $32,657 | Other Clients This section covers other clients details - The company provides business management services to AlerisLife and Sonesta, with fees generally based on a percentage of certain revenues[151] - Management services are also provided to other Private Capital clients, including RMR Residential, earning fees based on average invested capital, property management fees, and construction supervision fees[152] Other Clients Management Fee Revenues (Nine Months Ended June 30) | Client Type | 2025 Total (in thousands) | 2024 Total (in thousands) | | :-------------------------------- | :------------------------ | :------------------------ | | AlerisLife | $4,273 | $4,275 | | Sonesta | $6,873 | $6,847 | | RMR Residential | $13,878 | $11,864 | | Other private entities | $15,666 | $16,008 | | SEVN | $58 | $32 | | Total | $40,748 | $39,026 | Advisory Business This section covers advisory business details - Tremont provides advisory services to SEVN, a publicly traded mortgage REIT, compensated primarily based on a percentage of equity[154] Advisory Services and Incentive Fees from SEVN | Revenue Type | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Nine Months Ended June 30, 2025 (in thousands) | Nine Months Ended June 30, 2024 (in thousands) | | :-------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Advisory services revenue | $1,115 | $1,127 | $3,360 | $3,378 | | Incentive fees | $229 | $370 | $316 | $729 | Results of Operations - Three Months Ended June 30, 2025, Compared to the Three Months Ended June 30, 2024 This section covers results of operations - three months ended june 30, 2025, compared to the three months ended june 30, 2024 details Key Operating Results (Three Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :--------------------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Total revenues | $154,728 | $205,670 | $(50,942) | (24.8)% | | Operating income | $9,973 | $12,251 | $(2,278) | (18.6)% | | Net income attributable to The RMR Group Inc. | $4,186 | $4,935 | $(749) | (15.2)% | - Management services revenue decreased by $5,045 thousand, primarily due to lower construction supervision revenues, reduced property management revenues from RMR Residential, and a decrease in base business management revenues from Managed Equity REITs[157] - Rental property revenues significantly increased by $1,842 thousand due to the acquisition of properties in Denver, CO, and Chicago, IL[159] - Total compensation and benefits expense decreased by $4,843 thousand (10.2%), mainly due to cost containment measures and headcount reductions[156][163] - Depreciation and amortization increased by $1,772 thousand (143.6%) due to depreciation of newly acquired properties[156][168] Results of Operations - Nine Months Ended June 30, 2025, Compared to the Nine Months Ended June 30, 2024 This section covers results of operations - nine months ended june 30, 2025, compared to the nine months ended june 30, 2024 details Key Operating Results (Nine Months Ended June 30) | Metric | 2025 (in thousands) | 2024 (in thousands) | Change ($) | Change (%) | | :--------------------------------------- | :------------------ | :------------------ | :--------- | :--------- | | Total revenues | $540,872 | $685,314 | $(144,442) | (21.1)% | | Operating income | $30,921 | $34,996 | $(4,075) | (11.6)% | | Net income attributable to The RMR Group Inc. | $14,182 | $17,794 | $(3,612) | (20.3)% | - Management services revenue decreased by $8,034 thousand, primarily due to lower construction supervision revenues and base business management fees from Managed Equity REITs, partially offset by growth in RMR Residential[174] - Rental property revenues increased by $4,665 thousand due to the acquisition of properties in Denver, CO, and Chicago, IL[176] - Depreciation and amortization increased by $4,930 thousand (171.2%) due to full-period amortization of MPC acquisition-related intangible assets and depreciation of owned properties[173][182] - Interest income decreased by $4,554 thousand (52.5%) due to lower investable cash and average interest rates[173][182] Liquidity and Capital Resources This section covers liquidity and capital resources details Cash and Cash Equivalents | Period | Amount (in thousands) | | :-------------------------------- | :-------------------- | | June 30, 2025 | $121,284 | | September 30, 2024 | $141,599 | - The company is well-positioned to pursue capital allocation strategies, focusing on private capital business growth, funding operations, cash distributions, and enhancing technology infrastructure[188] - Future working capital needs are primarily for operating expenses, quarterly tax distributions to RMR LLC members, and quarterly distributions to shareholders[189] - A $100,000 thousand senior secured revolving credit facility was entered into in January 2025, providing enhanced financial flexibility, with no outstanding amounts as of August 1, 2025[190] Market Risk and Credit Risk This section covers market risk and credit risk details - The company is not subject to significant direct market risk related to interest rate changes or commodity price changes due to its floating rate debt structure, which maintains a fixed spread between purchased assets and loans held for investment[194] - The company is exposed to credit risk from borrowers in its loans held for investment, mitigated by comprehensive underwriting, diligence, and ongoing monitoring[194] - Borrowings under the revolving credit facility are subject to SOFR plus a margin of 225 basis points, making the company vulnerable to changes in U.S. dollar-based short-term rates[195] Risks Related to Cash and Short Term Investments This section covers risks related to cash and short term investments details - A substantial amount of cash is invested in money market bank accounts, with some U.S. bank account balances exceeding FDIC insurance limits[197] - The company believes its cash and short-term investments are not subject to any material interest rate risk, equity price risk, credit risk, or other market risk[197] Related Person Transactions This section covers related person transactions details - The company has ongoing relationships and transactions with Adam Portnoy, its clients, and certain employees, as detailed in Note 10 and other SEC filings[198] Critical Accounting Estimates This section covers critical accounting estimates details - Significant estimates impacting financial statements include revenue recognition, fair value estimations, and principles of consolidation[199] - There have been no significant changes in critical accounting estimates since the fiscal year ended September 30, 2024[200] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section refers to the market risk and credit risk disclosures provided within Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations - Quantitative and qualitative disclosures about market risk are set forth in the 'Market Risk and Credit Risk' subsection of Item 2[201] Item 4. Controls and Procedures Management, under the supervision of the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures, concluding they are effective. No material changes to internal control over financial reporting occurred during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of the end of the reporting period[202] - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[203] Warning Concerning Forward-Looking Statements This section advises readers that the report contains forward-looking statements subject to various risks and uncertainties, which could cause actual results to differ materially from expectations. It lists numerous factors that could impact future performance, including dependence on clients, market conditions, interest rates, and the ability to execute business strategies, and states that the company does not intend to update these statements - The report contains forward-looking statements, identified by words like 'believe,' 'expect,' and 'anticipate,' which are subject to risks and uncertainties[205] - Key risks include dependence on a limited number of clients, variability of revenues, changing market conditions, potential termination of management agreements, and uncertainty surrounding interest rates[206] - The company does not intend to update or change any forward-looking statements unless required by law[208] PART II. Other Information This part includes additional disclosures such as risk factors, equity sales, and required exhibits Item 1A. Risk Factors This section states that there have been no material changes to the risk factors previously disclosed in the company's 2024 Annual Report - No material changes to the risk factors from those previously provided in the 2024 Annual Report[210] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the company's purchases of its equity securities during the quarter ended June 30, 2025, which were primarily Class A Common Share withholdings and purchases to satisfy tax withholding and payment obligations related to share awards Issuer Purchases of Equity Securities (Quarter Ended June 30, 2025) | Calendar Month | Number of Shares Purchased | Average Price Paid per Share | | :----------------------- | :------------------------- | :--------------------------- | | April 1 - April 30, 2025 | 1,993 | $16.44 | | May 1 - May 31, 2025 | 4,396 | $14.57 | | June 1 - June 30, 2025 | 2,321 | $16.17 | | Total | 8,710 | $15.42 | - These share purchases were made to satisfy tax withholding and payment obligations in connection with the vesting of Class A Common Share awards[211] Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including articles of amendment, bylaws, share certificates, registration rights agreements, certifications, and XBRL-related documents - The exhibits include various corporate governance documents such as Articles of Amendment and Restatement, Bylaws, and a Registration Rights Agreement[212] - Certifications required by Rule 13a-14(a) and Section 1350 are filed herewith[212] - XBRL (eXtensible Business Reporting Language) documents, including the Taxonomy Extension Schema, Calculation Linkbase, Definition Linkbase, Label Linkbase, and Presentation Linkbase, are also included[213] Signatures This section contains the required signatures for the Form 10-Q, confirming its submission on behalf of the registrant by an authorized officer - The report was duly signed on behalf of the registrant by Matthew P. Jordan, Executive Vice President, Chief Financial Officer, and Treasurer, on August 5, 2025[215][216]