$RMR

RMR GROUP INC.

CIK:0001644378|SEC Filings

Condensed Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Revenues:
Total management, incentive and advisory services revenues	$ 45,526	$ 44,068	$ 154,269	$ 136,965
Income from loan investments, net	0	677	411	1,869
Rental property revenues	5,192	2,033	15,432	5,080
Total reimbursable costs	102,796	107,950	309,455	396,958
Total revenues	153,514	154,728	479,567	540,872
Expenses:
Compensation and benefits	39,607	38,603	114,745	123,216
Equity based compensation	5,639	2,090	10,619	3,822
Separation costs	1,720	1,880	4,392	5,335
Total compensation and benefits expense	46,966	42,573	129,756	132,373
General and administrative	10,668	9,631	31,364	32,161
Other reimbursable expenses	81,002	87,977	249,913	333,882
Rental property expenses	1,725	748	5,435	1,569
Transaction and acquisition related (recoveries) costs	(1,054)	820	631	2,156
Loss on impairment of other assets	19,066	0	19,066	0
Depreciation and amortization	4,413	3,006	13,548	7,810
Total expenses	162,786	144,755	449,713	509,951
Operating (loss) income	(9,272)	9,973	29,854	30,921
Interest income	416	1,182	1,467	4,115
Interest expense	(3,205)	(1,062)	(8,463)	(2,632)
Change in fair value of Earnout liability	0	1,170	3,639	5,850
Gain (loss) on investments	21,348	(215)	17,389	(1,995)
Loss on extinguishment of debt	0	0	(452)	0
Gain on sale of real estate	0	0	0	445
Income before income tax expense	9,287	11,048	43,434	36,704
Income tax expense	(1,899)	(1,753)	(7,149)	(5,607)
Net income	7,388	9,295	36,285	31,097
Net income attributable to noncontrolling interest in The RMR Group LLC	(4,545)	(5,200)	(21,033)	(17,259)
Net loss attributable to other noncontrolling interests	354	91	1,142	344
Net income attributable to The RMR Group Inc.	3,197	4,186	16,394	14,182
Other comprehensive income:
Unrealized gain on derivatives, net of tax expense of $251, $0, $251 and $0, respectively	288	0	825	0
Less: unrealized gain on derivatives attributable to noncontrolling interest in The RMR Group LLC, net of tax expense of $117, $0, $117 and $0, respectively	(135)	0	(386)	0
Other comprehensive income attributable to The RMR Group Inc., net of tax expense of $134, $0, $134 and $0, respectively	153	0	439	0
Comprehensive income attributable to The RMR Group Inc.	$ 3,350	$ 4,186	$ 16,833	$ 14,182
Weighted average common shares outstanding - basic (in shares)	16,791	16,660	16,762	16,630
Weighted average common shares outstanding - diluted (in shares)	16,791	16,660	16,762	31,633
Net income attributable to The RMR Group Inc. per common share - basic (in usd per share)	$ 0.18	$ 0.25	$ 0.95	$ 0.83
Net income attributable to The RMR Group Inc. per common share - diluted (in usd per share)	$ 0.18	$ 0.25	$ 0.95	$ 0.82
Management services
Revenues:
Total management, incentive and advisory services revenues	$ 44,093	$ 42,724	$ 126,685	$ 133,289
Incentive fees
Revenues:
Total management, incentive and advisory services revenues	90	229	23,715	316
Advisory services
Revenues:
Total management, incentive and advisory services revenues	1,343	1,115	3,869	3,360
Reimbursable compensation and benefits
Revenues:
Total reimbursable costs	16,642	18,337	50,653	60,738
Reimbursable equity based compensation
Revenues:
Total reimbursable costs	5,152	1,636	8,889	2,338
Other reimbursable expenses
Revenues:
Total reimbursable costs	$ 81,002	$ 87,977	$ 249,913	$ 333,882

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2026	Jun. 30, 2025
Cash Flows from Operating Activities:
Net income	$ 36,285	$ 31,097
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	13,548	7,810
Amortization expense related to other assets	6,946	7,062
(Reversal of) provision for deferred income taxes	(720)	1,526
Loss on impairment of other assets	19,066	0
Gain on sale of real estate	0	(445)
Change in fair value of Earnout liability	(3,639)	(5,850)
Operating expenses paid in The RMR Group Inc. common shares	2,851	2,500
Distributions from investments	3,458	1,793
(Gain) loss on investments	(17,389)	1,995
Other, net	563	(371)
Changes in assets and liabilities:
Due from related parties	(4,299)	45,570
Prepaid and other current assets	(949)	(5,957)
Reimbursable accounts payable and accrued expenses	5,336	(43,766)
Accounts payable and accrued expenses	21,880	17,154
Net cash provided by operating activities	82,937	60,118
Cash Flows from Investing Activities:
Rental property acquisitions	0	(21,509)
Proceeds from sale of loan investments	61,733	0
Additional funding of loan investments	0	(7,430)
Purchase of property and equipment	(4,836)	(2,574)
Investment in joint ventures	(6,425)	(11,134)
Proceeds from sale of property	0	4,198
Net cash used in investing activities	(25,342)	(39,217)
Cash Flows from Financing Activities:
Proceeds from secured financing facility	0	5,573
Repayments of secured financing facility	(45,070)	0
Borrowings on revolving credit facility	50,000	0
Repayments of revolving credit facility	(25,000)	0
Proceeds from mortgage notes payable	1,793	0
Payment of deferred financing fees	0	(172)
Distributions to noncontrolling interests	(20,397)	(23,289)
Distributions to common shareholders	(23,046)	(22,756)
Capital contributions from noncontrolling interests	139	0
Member distributions upon sale of 260 Woodstock	0	(409)
Repurchase of common shares	(108)	(163)
Net cash used in financing activities	(61,689)	(41,216)
Decrease in cash and cash equivalents	(4,094)	(20,315)
Cash and cash equivalents at beginning of period	62,297	141,599
Cash and cash equivalents at end of period	58,203	121,284
Supplemental Disclosures:
Income taxes paid	4,034	4,240
Interest paid	7,123	4,488
Non-cash investing and financing activities:
Recognition of right of use assets and related lease liabilities	567	1,352
Property and equipment accrued, not paid	30	160
Residential Fund
Cash Flows from Investing Activities:
Investment in residential fund	(990)	(768)
SEVN
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from investments	3,042	1,793
(Gain) loss on investments	801	1,110
Cash Flows from Investing Activities:
Investment in residential fund	(24,824)	0
SVC
Adjustments to reconcile net income to net cash provided by operating activities:
Distributions from investments	416
(Gain) loss on investments	(20,833)
Cash Flows from Investing Activities:
Investment in residential fund	$ (50,000)	$ 0

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2026	Sep. 30, 2025
Assets
Cash and cash equivalents	$ 58,203	$ 62,297
Prepaid and other current assets	15,216	13,731
Loans held for investment, net of allowance for credit losses of $0 and $63, respectively	0	36,963
Total current assets	153,299	192,694
Loans held for investment, net of allowance for credit losses of $0 and $526, respectively	0	24,021
Property and equipment, net of accumulated depreciation of $15,276 and $7,980, respectively	225,762	228,655
Investments	136,200	31,900
Goodwill	71,761	71,761
Intangible assets, net of accumulated amortization of $12,171 and $9,074, respectively	20,329	26,136
Operating lease right of use assets	19,097	22,876
Deferred tax asset	13,901	13,181
Other assets, net of accumulated amortization of $71,786 and $97,156, respectively	61,857	96,647
Total assets	713,576	718,245
Current liabilities:
Reimbursable accounts payable and accrued expenses	48,889	43,553
Accounts payable and accrued expenses	55,438	38,701
Current portion of Earnout liability	0	3,639
Operating lease liabilities	5,528	5,603
Current portion of secured financing facility, net	0	26,326
Total current liabilities	109,855	117,822
Operating lease liabilities, net of current portion	14,056	17,682
Amounts due pursuant to tax receivable agreement, net of current portion	15,926	15,926
Employer compensation liability, net of current portion	11,370	10,374
Secured financing facility, net of current portion	0	18,260
Secured revolving credit facility	25,000	0
Mortgage notes payable, net	138,807	136,168
Total liabilities	315,014	316,232
Commitments and contingencies
Equity:
Additional paid in capital	124,449	121,706
Retained earnings	470,216	453,822
Cumulative other comprehensive income (loss)	377	(62)
Cumulative common distributions	(370,888)	(347,842)
Total shareholders’ equity	224,186	227,656
Noncontrolling interest in The RMR Group LLC	173,275	172,253
Noncontrolling interest in other consolidated entities	1,101	2,104
Total noncontrolling interests	174,376	174,357
Total equity	398,562	402,013
Total liabilities and equity	713,576	718,245
Parent Company
Assets
Cash and cash equivalents	15,386	19,478
RMR LLC
Assets
Cash and cash equivalents	42,817	42,819
Class A Common Stock
Equity:
Common stock	16	16
Class B-1 Common Stock
Equity:
Common stock	1	1
Class B-2 Common Stock
Equity:
Common stock	15	15
Related Party
Assets
Due from related parties	79,880	79,703
Due from related parties, net of current portion	$ 11,370	$ 10,374