RMR GROUP INC.
For the period ended Jun 30, 2025. Filed Aug 5, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 5, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-06.
0001644378-25-000024
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001644378-25-000033
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 91 previous paragraphs and 86 current paragraphs.
43 unchanged; 40 reworded; 3 added; 5 removed; 3 previous and 0 current paragraphs rearranged.
Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
U.S. trade and fiscal policy, coupled with ongoing geopolitical tensions, has caused uncertainty in financial markets. As a result, we believe many CRE investors continue to remain on the sidelines, waiting until they have greater clarity on the outcomes of negotiations with U.S. trade partners, new tariff announcements, domestic fiscal policy initiatives and the path of interest rates to make buy and sell decisions.
Current report
Nine Months Ended June 30, 2025, Compared to the Nine Months Ended June 30, 2024
Current report
Rental property expenses. Rental property expenses increased $1,412 primarily due to our acquisition of properties in Denver, CO and Chicago, IL after the third fiscal quarter of 2024.
Removed paragraphs (5)
Previous report
Beyond general CRE trends, we also take into account broader economic factors impacting our clients. CRE investors entered 2025 with cautious optimism. By the end of 2024, citing progress towards attaining its 2% inflation target, the Federal Open Market Committee, or FOMC, lowered the targeted federal funds rate by a combined 100 basis points, providing CRE investors a level of certainty and conviction around buy, sell or refinance decisions, and debt liquidity continued to return to the market.
Previous report
The cautious optimism that was common in the markets earlier in the year has now begun to wane as investors direct their attention to the administration’s new trade policies and recent tariff announcements. Although we believe markets had already priced in a baseline level of tariffs, the ultimate scope and magnitude of the announced rates were unexpected, creating new uncertainty and capital markets volatility.
Previous report
The FOMC’s dual mandate to ensure price stability and to maximize employment is again in focus. An increased risk of an economic recession may lead to job losses and the FOMC may need to consider lowering the target federal funds rate, a potentially welcome outcome for leveraged property owners. Alternatively, widespread tariffs, if prolonged, may contribute to greater inflation, which could cause the FOMC to consider maintaining or even increasing rates to slow potential, long-term inflationary pressures.
Previous report
At the beginning of the year, CRE investors believed they had a clear view on the path of short-term rates while 5- and 10-year U.S. Treasury yields remained somewhat elevated. Today, it is much less clear what the FOMC’s intentions are going forward and what the outlook is for short-term interest rates in the current economic climate. As for longer term interest rates, the 5- and 10-year U.S. Treasury yields continue to be elevated and quite volatile, making it difficult for borrowers that must refinance maturing loans to lock in long-term fixed rates in this environment.
Previous report
Six Months Ended March 31, 2025, Compared to the Six Months Ended March 31, 2024
Reworded paragraphs (40)
Previous wording
Both we and our clients will continue to balance our pursuit of growth of our and our clients’ businesses by executing, on behalf of our clients, prudent capital recycling or business arrangement restructurings in an attempt to help our clients prudently manage leverage and increased operating costs. We also look to reposition their portfolios and businesses when circumstances warrant such changes or when other more desirable opportunities are identified.
Current wording
Despite the macroeconomic uncertainty, both we and our clients will continue to balance our pursuit of growth of our and our clients’ businesses by executing, on behalf of our clients, prudent capital recycling or business arrangement restructurings in an attempt to help our clients prudently manage leverage and increased operating costs. We also look to reposition their portfolios and businesses when circumstances warrant such changes or when other more desirable opportunities are identified.
Previous wording
The basis on which our base business management fees are calculated for the three and six months ended March 31, 2025 and 2024 may differ from the basis at the end of the periods presented in the table above. As of March 31, 2025, the market capitalization was lower than the historical cost of assets under management for each of the Managed Equity REITs; the historical cost of assets under management for DHC, ILPT, OPI and SVC as of March 31, 2025, were $7,416,599, $5,703,960, $5,352,300 and $11,363,702, respectively.
Current wording
The basis on which our base business management fees are calculated for the three and nine months ended June 30, 2025 and 2024 may differ from the basis at the end of the periods presented in the table above. As of June 30, 2025, the market capitalization was lower than the historical cost of assets under management for each of the Managed Equity REITs; the historical cost of assets under management for DHC, ILPT, OPI and SVC as of June 30, 2025, were $7,359,403, $5,708,810, $5,362,975 and $11,375,020, respectively.
Previous wording
The fee revenues we earned from the Managed Equity REITs for the three and six months ended March 31, 2025 and 2024 are set forth in the following tables:
Current wording
The fee revenues we earned from the Managed Equity REITs for the three and nine months ended June 30, 2025 and 2024 are set forth in the following tables:
Previous wording
Our management fee revenues from services to these clients for the three and six months ended March 31, 2025 and 2024, are set forth in the following tables:
Current wording
Our management fee revenues from services to these clients for the three and nine months ended June 30, 2025 and 2024, are set forth in the following tables:
Previous wording
Tremont earned advisory services revenue of $1,104 and $1,126 for the three months ended March 31, 2025 and 2024, respectively, and $2,245 and $2,251 for the six months ended March 31, 2025 and 2024, respectively. Tremont also earned incentive fees from SEVN of $19 and $60 for the three months ended March 31, 2025 and 2024, respectively, and $87 and $359 for the six months ended March 31, 2025 and 2024, respectively.
Current wording
Tremont earned advisory services revenue of $1,115 and $1,127 for the three months ended June 30, 2025 and 2024, respectively, and $3,360 and $3,378 for the nine months ended June 30, 2025 and 2024, respectively. Tremont also earned incentive fees from SEVN of $229 and $370 for the three months ended June 30, 2025 and 2024, respectively, and $316 and $729 for the nine months ended June 30, 2025 and 2024, respectively.
Previous wording
Management services revenue. Management services revenue decreased $4,078 primarily due to decreases in base business management revenues from the Managed Equity REITs of $1,668 due to declines in their respective enterprise values, as well as $1,781 in lower construction supervision revenues at the Managed Equity REITs due to lower levels of capital spend.
Current wording
Management services revenue. Management services revenue decreased $5,045 primarily due to lower construction supervision revenues of $1,944 due to declines in capital spend at our Managed Equity REITs, lower property management revenues of $1,294 due to third party management transitions within RMR Residential and a decrease in base business management revenues from the Managed Equity REITs of $1,128 due to declines in their respective enterprise values.
Previous wording
Income from loan investments, net. Income from loan investments, net includes loan investment interest income of $1,454 for loans originated, partially offset by interest expense of $808 incurred as part of our private capital business which began in the fourth fiscal quarter of 2024.
Current wording
Income from loan investments, net. Income from loan investments, net includes loan investment interest income of $1,498 for loans originated, partially offset by interest expense of $821 incurred as part of our private capital business which began in the fourth fiscal quarter of 2024.
Previous wording
Rental property revenues. Rental property revenues includes base rental income and non-cash straight line rent adjustments for our rental properties. Rental property revenues increased $1,227 primarily due to our acquisition of a property in Denver, CO in the fourth fiscal quarter of 2024.
Current wording
Rental property revenues. Rental property revenues includes base rental income and non-cash straight line rent adjustments for our rental properties. Rental property revenues increased $1,842 primarily due to our acquisition of properties in Denver, CO and Chicago, IL after the third fiscal quarter of 2024.
Previous wording
Reimbursable compensation and benefits. Reimbursable compensation and benefits includes reimbursements, at cost, that arise primarily from services our employees provide pursuant to our property management agreements at the properties of our clients. A significant portion of these compensation and benefits are charged or passed through to and paid by tenants of our clients. Reimbursable compensation and benefits decreased $2,018 primarily due to cost containment measures that included headcount reductions over the last twelve months.
Current wording
Reimbursable compensation and benefits. Reimbursable compensation and benefits includes reimbursements, at cost, that arise primarily from services our employees provide pursuant to our property management agreements at the properties of our clients. A significant portion of these compensation and benefits are charged or passed through to and paid by tenants of our clients. Reimbursable compensation and benefits decreased $4,449 primarily due to cost containment measures that included headcount reductions over the last twelve months.
Previous wording
Reimbursable equity based compensation. Reimbursable equity based compensation includes awards of common shares by our clients directly to certain of our officers and employees in connection with the provision of management services to those clients. We record an equal, offsetting amount as equity based compensation expense for the value of these awards. Reimbursable equity based compensation revenue increased $890 primarily as a result of decreases in certain of our clients’ respective share prices in the prior fiscal period.
Current wording
Reimbursable equity based compensation. Reimbursable equity based compensation includes awards of common shares by our clients directly to certain of our officers and employees in connection with the provision of management services to those clients. We record an equal, offsetting amount as equity based compensation expense for the value of these awards. Reimbursable equity based compensation revenue increased $548 primarily as a result of increases in certain of our clients’ respective share prices in the current fiscal period.
Previous wording
Compensation and benefits. Compensation and benefits consists of employee salaries and other employment related costs, including health insurance expenses and contributions related to our employee retirement plan. Compensation and benefits expense decreased $2,117 due to cost containment measures that included headcount reductions over the last twelve months.
Current wording
Compensation and benefits. Compensation and benefits consists of employee salaries and other employment related costs, including health insurance expenses and contributions related to our employee retirement plan. Compensation and benefits expense decreased $6,428 due to cost containment measures that included headcount reductions over the last twelve months.
Previous wording
Equity based compensation. Equity based compensation consists of the value of vested shares awarded to certain of our employees under our and our clients’ equity compensation plans. We record an equal offsetting amount as reimbursable equity based compensation revenue for the value of awards under our clients’ equity compensation plans to certain of our employees. Equity based compensation increased $906 primarily as a result of decreases in certain of our clients’ respective share prices in the prior fiscal period.
Current wording
Equity based compensation. Equity based compensation consists of the value of vested shares awarded to certain of our employees under our and our clients’ equity compensation plans. We record an equal offsetting amount as reimbursable equity based compensation revenue for the value of awards under our clients’ equity compensation plans to certain of our employees. Equity based compensation increased $476 primarily as a result of increases in certain of our clients’ respective share prices in the current fiscal period.
Previous wording
General and administrative. General and administrative expenses consists of office related expenses, information technology related expenses, employee training, travel, professional services expenses, director compensation and other administrative expenses. General and administrative costs decreased $447 primarily due to decreases in third party construction supervision fees, partially offset by increases in professional fees.
Current wording
General and administrative. General and administrative expenses consists of office related expenses, information technology related expenses, employee training, travel, professional services expenses, director compensation and other administrative expenses. General and administrative costs decreased $1,805 primarily due to declines in third party construction supervision fees and certain professional fees.
Previous wording
Rental property expenses. Rental property expenses includes property operating expenses, such as real estate taxes, repairs and maintenance and utility costs incurred at our owned properties. Rental property expenses increased $329 primarily due to our acquisition of a property in Denver, CO in the fourth fiscal quarter of 2024.
Current wording
Rental property expenses. Rental property expenses includes property operating expenses, such as real estate taxes, repairs and maintenance and utility costs incurred at our owned properties. Rental property expenses increased $669 primarily due to our acquisition of properties in Denver, CO and Chicago, IL after the third fiscal quarter of 2024.
Previous wording
Depreciation and amortization. Depreciation and amortization increased $1,234 primarily due to depreciation in the current fiscal quarter of our owned property in Denver, CO, which was acquired in the fourth fiscal quarter of 2024.
Current wording
Depreciation and amortization. Depreciation and amortization increased $1,772 primarily due to depreciation in the current fiscal quarter of our owned properties in Denver, CO and Chicago, IL, which were acquired after the third fiscal quarter of 2024.
Previous wording
Interest income. Interest income decreased $1,146 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior period.
Current wording
Interest income. Interest income decreased $1,456 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior period.
Previous wording
Interest expense. Interest expense increased $791 primarily due to a mortgage note encumbering our owned property in Denver, CO, which was acquired in the fourth fiscal quarter of 2024.
Current wording
Interest expense. Interest expense increased $982 primarily due to a mortgage note encumbering our owned property in Denver, CO, which was acquired in the fourth fiscal quarter of 2024.
Previous wording
(Loss) gain on investments.(Loss) gain on investments represents the unrealized and realized gains or losses on our investment in SEVN common shares and on our consolidation of Carroll MF VII, LLC’s, or MF VII, investment in Carroll Multifamily Venture VII, LP, or Fund VII. For further information, see Note 7, Investments, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Current wording
(Loss) gain on investments.(Loss) gain on investments represents the unrealized and realized gains or losses on our investment in SEVN common shares and investment in Carroll Multifamily Venture VII, LP, or Fund VII. For further information, see Note 7, Investments, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Previous wording
Income tax expense. The decrease in income tax expense of $742 is primarily attributable to lower taxable income.
Current wording
Income tax expense. The decrease in income tax expense of $1,904 is primarily attributable to lower taxable income.
Previous wording
The following table presents the changes in our operating results for the six months ended March 31, 2025 compared to the six months ended March 31, 2024:
Current wording
The following table presents the changes in our operating results for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024:
Previous wording
Management services revenue. Management services revenue decreased $2,989 primarily due to lower construction supervision revenues at the Managed Equity REITs of $3,675 due to lower levels of capital spend, as well as base business management revenues from the Managed Equity REITs of $2,819 due to declines in their respective enterprise values, partially offset by growth in management services revenues of $3,172 related to our acquisition of MPC.
Current wording
Management services revenue. Management services revenue decreased $8,034 primarily due to lower construction supervision revenues at the Managed Equity REITs of $5,380 due to lower levels of capital spend and lower base business management revenues from the Managed Equity REITs of $3,947 due to declines in their respective enterprise values, partially offset by growth in management services revenues of $2,014 related to RMR Residential.
Previous wording
Income from loan investments, net. Income from loan investments, net includes loan investment interest income of $2,863 for loans originated, partially offset by interest expense of $1,671 incurred as part of our private capital business which began in the fourth fiscal quarter of 2024.
Current wording
Income from loan investments, net. Income from loan investments, net includes loan investment interest income of $4,361 for loans originated, partially offset by interest expense of $2,492 incurred as part of our private capital business which began in the fourth fiscal quarter of 2024.
Previous wording
Rental property revenues. Rental property revenues includes base rental income and non-cash straight line rent adjustments for our rental properties. Rental property revenues increased $2,823 due to our acquisition of a property in Denver, CO in the fourth fiscal quarter of 2024.
Current wording
Rental property revenues. Rental property revenues increased $4,665 primarily due to our acquisition of properties in Denver, CO and Chicago, IL after the third fiscal quarter of 2024.
Previous wording
Reimbursable compensation and benefits. Reimbursable compensation and benefits includes reimbursements, at cost, that arise primarily from services our employees provide pursuant to our property management agreements at the properties of our clients. A significant portion of these compensation and benefits are charged or passed through to and paid by tenants of our clients. Reimbursable compensation and benefits increased $2,944 primarily due to the impact of a full period of RMR Residential’s operations following our MPC acquisition in December 2023, partially offset by cost containment measures that included headcount reductions over the last twelve months.
Current wording
Reimbursable compensation and benefits. Reimbursable compensation and benefits decreased $1,505 primarily due to cost containment measures that included headcount reductions over the last twelve months, partially offset by the impact of a full period of RMR Residential’s operations following our MPC acquisition in December 2023.
Previous wording
Reimbursable equity based compensation. Reimbursable equity based compensation includes awards of common shares by our clients directly to certain of our officers and employees in connection with the provision of management services to those clients. We record an equal, offsetting amount as equity based compensation expense for the value of these awards. Reimbursable equity based compensation revenue decreased $1,867 primarily as a result of decreases in certain of our clients’ respective share prices.
Current wording
Reimbursable equity based compensation. Reimbursable equity based compensation revenue decreased $1,319 primarily as a result of decreases in certain of our clients’ respective share prices in the current fiscal period.
Previous wording
Compensation and benefits. Compensation and benefits consists of employee salaries and other employment related costs, including health insurance expenses and contributions related to our employee retirement plan. Compensation and benefits expense increased $5,673 due to the impact of a full quarter of RMR Residential’s operations following our MPC acquisition in December 2023, partially offset by cost containment measures that included headcount reductions over the last twelve months.
Current wording
Compensation and benefits. Compensation and benefits expense decreased $755 due to cost containment measures that included headcount reductions over the last twelve months, partially offset by the impact of a full nine-month period of RMR Residential’s operations following our MPC acquisition in December 2023.
Previous wording
Equity based compensation. Equity based compensation consists of the value of vested shares awarded to certain of our employees under our and our clients’ equity compensation plans. We record an equal offsetting amount as reimbursable equity based compensation revenue for the value of awards under our clients’ equity compensation plans to certain of our employees. Equity based compensation decreased $1,797 primarily as a result of decreases in certain of our clients’ respective share prices.
Current wording
Equity based compensation. Equity based compensation decreased $1,321 primarily as a result of decreases in certain of our clients’ respective share prices in the current fiscal period.
Previous wording
Separation costs. Separation costs consists of employment termination costs. For further information about these costs, see Note 10, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.
Current wording
Separation costs. For further information about these costs, see Note 10, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10‑Q.
Previous wording
General and administrative. General and administrative expenses consists of office related expenses, information technology related expenses, employee training, travel, professional services expenses, director compensation and other administrative expenses. General and administrative costs increased $1,323 primarily due to the incremental costs generated by RMR Residential and other professional fees, partially offset by decreases in third party construction supervision fees.
Current wording
General and administrative. General and administrative costs decreased $482 primarily due to declines in third party construction supervision fees, partially offset by the incremental costs generated by RMR Residential and other professional fees.
Previous wording
Depreciation and amortization. Depreciation and amortization increased $3,158 primarily due to full period amortization of MPC acquisition related intangible assets and depreciation of our owned properties in the current fiscal period.
Current wording
Depreciation and amortization. Depreciation and amortization increased $4,930 primarily due to full period amortization of MPC acquisition related intangible assets and depreciation of our owned properties in the current fiscal period.
Previous wording
Interest income. Interest income decreased $3,098 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior period.
Current wording
Interest income. Interest income decreased $4,554 due to a lower amount of investable cash and lower average interest rates during the current fiscal period compared to the prior period.
Previous wording
Interest expense. Interest expense increased $1,479 primarily due to a mortgage note encumbering our owned property in Denver, CO, which was acquired in the fourth fiscal quarter of 2024.
Current wording
Interest expense. Interest expense increased $2,461 primarily due to a mortgage note encumbering our owned property in Denver, CO, which was acquired in the fourth fiscal quarter of 2024.
Previous wording
Multifamily Venture VII, LP, or Fund VII. For further information, see Note 7, Investments, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Current wording
(Loss) gain on investments. For further information, see Note 7, Investments, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Previous wording
Income tax expense. The decrease in income tax expense of $904 is primarily attributable to lower taxable income.
Current wording
Income tax expense. The decrease in income tax expense of $2,808 is primarily attributable to lower taxable income.
Previous wording
Our current assets have historically been comprised predominantly of cash, cash equivalents and receivables for business management, property management and advisory services fees. As of March 31, 2025 and September 30, 2024, we had cash and cash equivalents of $137,186 and $141,599, respectively, of which $21,317 and $23,189, respectively, was held by RMR Inc., with the remainder being held at RMR LLC and its subsidiaries. Cash and cash equivalents include all short term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. As of March 31, 2025 and September 30, 2024, $82,925 and $92,326, respectively, of our cash and cash equivalents were invested in money market bank accounts.
Current wording
Our current assets have historically been comprised predominantly of cash, cash equivalents and receivables for business management, property management and advisory services fees. As of June 30, 2025 and September 30, 2024, we had cash and cash equivalents of $121,284 and $141,599, respectively, of which $22,086 and $23,189, respectively, was held by RMR Inc., with the remainder being held at RMR LLC and its subsidiaries. Cash and cash equivalents include all short term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less from the date of purchase. As of June 30, 2025 and September 30, 2024, $95,703 and $92,326, respectively, of our cash and cash equivalents were invested in money market bank accounts.
Previous wording
We believe that our cash and cash equivalents leave us well positioned to pursue a range of capital allocation strategies, with a focus on the growth of our private capital business, to fund our operations and cash distributions and enhance our technology infrastructure, in the next twelve months. Our experienced platform and existing relationships with institutional investors has provided us with significant opportunities to continue expanding our private capital business. We intend to diversify and further grow our private capital revenues by sponsoring and managing new real estate related investment funds and joint ventures that may invest in the equity of real estate or provide commercial mortgage loans secured by middle market and transitional real estate in the U.S. We anticipate that using our capital for possible formation costs and co-investment in these ventures will diversify our revenues and generate management fees, incentive fees and potential carried interest.
Current wording
We believe that our cash and cash equivalents leave us well positioned to pursue a range of capital allocation strategies, with a focus on the growth of our private capital business, to fund our operations and cash distributions and enhance our technology infrastructure, in the next twelve months. Our experienced platform and existing relationships with institutional investors has provided us with significant opportunities to continue expanding our private capital business. We intend to diversify and further grow our private capital revenues by acquiring new real estate, sponsoring and managing new real estate related investment funds and joint ventures that may invest in the equity of real estate or provide commercial mortgage loans secured by middle market and transitional real estate in the U.S. We anticipate that using our capital for possible formation costs and co-investment in these ventures will diversify our revenues and generate management fees, incentive fees and potential carried interest.
Previous wording
The $2,978 increase in net cash flows provided by operating activities for the six months ended March 31, 2025 compared to the prior period reflects favorable changes in working capital, partially offset by a decrease in net income. The $69,512 decrease in net cash flows used in investing activities for the six months ended March 31, 2025 compared to the prior period was due to our acquisition of MPC in the prior period. Net cash flows used in financing activities for the six months ended March 31, 2025 was relatively unchanged compared to the prior period.
Current wording
The $6,951 decrease in net cash flows provided by operating activities for the nine months ended June 30, 2025 compared to the prior period reflects unfavorable changes in working capital and a decrease in net income. The $42,178 decrease in net cash flows used in investing activities for the nine months ended June 30, 2025 compared to the prior period was due to our acquisition of MPC in the prior period, partially offset by our acquisition of a property near Chicago, IL in the current period. The $4,471 decrease in net cash flows used in financing activities for the nine months ended June 30, 2025 compared to the prior period was due to borrowings on our secured financing facility in the current period.
Previous wording
We are party to a tax receivable agreement which provides for the payment by RMR Inc. to ABP Trust of 85.0% of the amount of savings, if any, in U.S. federal, state and local income tax or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to RMR Inc.’s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by it as a result of the tax receivable agreement. See Note 10, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and “Business—Our Organizational Structure—tax receivable agreement” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019. As of March 31, 2025, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of 20,863, of which we expect to pay 2,421 to ABP Trust during the fourth quarter of fiscal year 2025.
Current wording
We are party to a tax receivable agreement which provides for the payment by RMR Inc. to ABP Trust of 85.0% of the amount of savings, if any, in U.S. federal, state and local income tax or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to RMR Inc.’s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by it as a result of the tax receivable agreement. See Note 10, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q and “Business—Our Organizational Structure—tax receivable agreement” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019. As of June 30, 2025, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $20,863, of which we expect to pay $2,421 to ABP Trust during the fourth quarter of fiscal year 2025.
Previous wording
We have not invested in derivative instruments, borrowed through issuing debt securities or transacted in foreign currencies. As of March 31, 2025, our floating rate debt consisted of our purchased assets, which are governed by our master repurchase agreement with UBS AG, or UBS, or our UBS Master Repurchase Agreement and directly relate to our underlying loans held for investment. We are required to pay interest on our floating rate debt at a rate of SOFR plus a premium and earn interest on our underlying loans held for investment at a rate of SOFR plus a premium that is in excess of the premium paid on our floating rate debt. Changes in market interest rates would not impact the fixed spread that we earn between our purchased assets and our loans held for investment. As a result, we are not subject to significant direct market risk related to interest rate changes, changes to the market standard for determining interest rates, or commodity price changes; however, if any of these risks were to negatively impact our clients’ businesses or market capitalization, our revenues would likely decline. We are subject to the credit risk of our borrowers in connection with our loans held for investment. We seek to mitigate this risk by utilizing a comprehensive underwriting, diligence and investment selection process and by ongoing monitoring of our investments. Nevertheless, unanticipated credit losses could occur that may adversely impact our operating results.
Current wording
We have not invested in derivative instruments, borrowed through issuing debt securities or transacted in foreign currencies. As of June 30, 2025, our floating rate debt consisted of our repurchase loans, which are governed by our master repurchase agreement with UBS AG, or UBS, or our UBS Master Repurchase Agreement and directly relate to our underlying loans held for investment. We are required to pay interest on our floating rate debt at a rate of SOFR plus a premium and earn interest on our underlying loans held for investment at a rate of SOFR plus a premium that is in excess of the premium paid on our floating rate debt. Changes in market interest rates would not impact the fixed spread that we earn between our purchased assets and our loans held for investment. As a result, we are not subject to significant direct market risk related to interest rate changes, changes to the market standard for determining interest rates, or commodity price changes; however, if any of these risks were to negatively impact our clients’ businesses or market capitalization, our revenues would likely decline. We are subject to the credit risk of our borrowers in connection with our loans held for investment. We seek to mitigate this risk by utilizing a comprehensive underwriting, diligence and investment selection process and by ongoing monitoring of our investments. Nevertheless, unanticipated credit losses could occur that may adversely impact our operating results.
Previous wording
We have relationships and historical and continuing transactions with Adam Portnoy, the Chair of our Board and one of our Managing Directors, as well as our clients. For further information about these and other such relationships and related person transactions, please see Note 10, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2024 Annual Report, our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders and our other filings with the SEC. In addition, see the section captioned “Risk Factors” in our 2024 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR LLC or its subsidiaries provide management services.
Current wording
We have relationships and historical and continuing transactions with Adam Portnoy, the Chair of our Board and one of our Managing Directors, as well as our clients and certain employees. For further information about these and other such relationships and related person transactions, please see Note 10, Related Person Transactions, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our 2024 Annual Report, our definitive Proxy Statement for our 2025 Annual Meeting of Shareholders and our other filings with the SEC. In addition, see the section captioned “Risk Factors” in our 2024 Annual Report for a description of risks that may arise as a result of these and other related person transactions and relationships. We may engage in additional transactions with related persons, including businesses to which RMR LLC or its subsidiaries provide management services.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Gain on sale of real estate. We recorded a $445 gain on sale of real estate resulting from the sale of 260 Woodstock, GA during the current fiscal period.
Previous report — wording carried elsewhere
Rental property expenses. Rental property expenses includes property operating expenses, such as real estate taxes, repairs and maintenance and utility costs incurred at our owned properties. Rental property expenses increased $743 primarily due to our acquisition of a property in Denver, CO in the fourth fiscal quarter of 2024.
Previous report — wording carried elsewhere
(Loss) gain on investments.(Loss) gain on investments represents the unrealized and realized gains or losses on our investment in SEVN common shares and on our consolidation of Carroll MF VII, LLC’s, or MF VII, investment in Carroll