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“This quarter, management and advisory services revenues were $45.5 million, an increase of 16% from the same time last year, when the pandemic was having its most severe impacts on our clients. This quarter’s results, which also saw significant increases in earnings per share, cash flows and EBITDA margins, reflect post pandemic tailwinds across many of the sectors we operate in. More specifically, this quarter saw meaningful increases in the enterprise values at our Managed Equity REITs, solid operating results at Sonesta, as travel volumes increased across the country, and a strong quarter from both fuel and non-fuel revenues at TravelCenters of America. Additionally, Adjusted EBITDA Margin was 51.1% this quarter, a sequential quarter increase of 300 basis points, which we believe showcases RMR’s operating leverage and earnings potential amidst the ongoing economic recovery.

We remain optimistic that we may begin earning incentive fees this calendar year, as Office Properties Income Trust’s potential 2021 incentive fee increased by $1.4 million to $22.2 million, based on its total return per share out-performance relative to its peers through June. With almost $400 million of cash and no debt, we remain well positioned to pursue numerous capital allocation strategies, including the potential return of shareholder capital.”


					Total
					Management
					and Advisory
	AUM				Services Revenues
As of or for the Three Months Ended June 30, 2021
Managed Public Real Estate Capital (1)	$	29,300,994	90.5	%	$	36,396	80.0	%
Managed Private Real Estate Capital (2)	1,147,414		3.5	%	2,138		4.7	%
Managed Operating Companies (3)	1,950,830		6.0	%	6,976		15.3	%
Total	$	32,399,238	100.0	%	$	45,510	100.0	%

As of or for the Three Months Ended June 30, 2020
Managed Public Real Estate Capital (1)	$	29,834,697	92.8	%	$	32,742	83.4	%
Managed Private Real Estate Capital (2)	371,180		1.2	%	1,231		3.1	%
Managed Operating Companies (3)	1,935,607		6.0	%	5,277		13.5	%
Total	$	32,141,484	100.0	%	$	39,250	100.0	%

•For the three months ended June 30, 2021, adjusted net income attributable to The RMR Group Inc. was $7.8 million, or $0.47 per diluted share, compared to $6.2 million, or $0.38 per diluted share, for the three months ended June 30, 2020. The adjustments to net income attributable to The RMR Group Inc. this quarter primarily included $0.5 million, or $0.03 per diluted share, of unrealized gains on the equity method investment accounted for under the fair value option.

Adjusted net income attributable to The RMR Group Inc., EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted EBITDA less Cash Tax Obligation are non-GAAP financial measures. The GAAP financial measure that is most directly comparable to adjusted net income attributable to The RMR Group Inc. is net income attributable to The RMR Group Inc. The GAAP financial measure that is most directly comparable to EBITDA, Adjusted EBITDA and Adjusted EBITDA less Cash Tax Obligation is net income and the GAAP financial measure that is most directly comparable to Adjusted EBITDA Margin is Operating Margin, which represents operating income divided by total management and advisory services revenues. Reconciliations of net income attributable to The RMR Group Inc. determined in accordance with

The calculation of AUM primarily includes: (i) the historical cost of real estate and related assets, excluding depreciation, amortization, impairment charges or other non-cash reserves, of the Managed Equity REITs and the Managed Private Real Estate Capital clients plus (ii) the gross book value of real estate assets, property and equipment of the Managed Operating Companies, excluding depreciation, amortization, impairment charges or other non-cash reserves, plus (iii) the carrying value of loans held for investment at RMR Mortgage Trust and Tremont Mortgage Trust.

The conference call telephone number is (877) 329-4297. Participants calling from outside the United States and Canada should dial (412) 317-5435. No pass code is necessary to access the call from either number. Participants should dial in about 15 minutes prior to the scheduled start of the call. A replay of the conference call will be available through 11:59 p.m. Eastern Time on Friday, August 13, 2021. To access the replay, dial (412) 317-0088. The replay pass code is 10157598.

A live audio webcast of the conference call will also be available in a listen only mode on The RMR Group Inc.’s website, at www.rmrgroup.com. Participants wanting to access the webcast should visit The RMR Group Inc.’s website about five minutes before the call. The archived webcast will be available for replay on The RMR Group Inc.’s website following the call for about one week. The transcription, recording and retransmission in any way of The RMR Group Inc.’s fiscal third quarter ended June 30, 2021 financial results conference call are strictly prohibited without the prior written consent of The RMR Group Inc.

The RMR Group Inc. (Nasdaq: RMR) is a holding company and substantially all of its business is conducted by its majority owned subsidiary, The RMR Group LLC, or RMR. RMR is a leading U.S. alternative asset management company, unique for its focus on commercial real estate (CRE) and related businesses. RMR’s vertical integration is supported by its more than 600 real estate professionals in over 30 offices nationwide who manage over $32 billion in assets under management and leverage 35 years of institutional experience in buying, selling, financing and operating CRE. RMR benefits from a scalable platform, a deep and experienced management team and a diversity of direct real estate strategies across its clients. RMR is headquartered in Newton, MA and was founded in 1986. For more information, please visit www.rmrgroup.com.


	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020
Revenues:
Management services (1)	$	44,376	$	38,625	$	125,365	$	129,221
Incentive business management fees	—		—		620		—
Advisory services	1,134		625		2,849		2,252
Total management and advisory services revenues	45,510		39,250		128,834		131,473
Reimbursable compensation and benefits	13,069		13,013		39,453		38,683
Reimbursable equity based compensation	1,402		736		5,611		1,394
Other reimbursable expenses	85,263		85,650		259,856		267,852
Total reimbursable costs	99,734		99,399		304,920		307,929
Total revenues	145,244		138,649		433,754		439,402

Expenses:
Compensation and benefits	30,530		29,569		90,610		89,888
Equity based compensation	1,954		1,299		7,267		3,183
Separation costs	—		—		4,159		645
Total compensation and benefits expense	32,484		30,868		102,036		93,716
General and administrative	6,320		6,335		19,684		20,678
Other reimbursable expenses	85,263		85,650		259,856		267,852
Transaction and acquisition related costs	61		427		474		1,596
Depreciation and amortization	245		229		734		731
Total expenses	124,373		123,509		382,784		384,573
Operating income	20,871		15,140		50,970		54,829
Interest and other income	179		727		614		4,102


Equity in earnings of investees	28		458		755		1,037
Unrealized gain on equity method investment accounted for under the fair value option	1,312		1,678		6,032		916
Income before income tax expense	22,390		18,003		58,371		60,884
Income tax expense	(3,361)		(2,608)		(8,109)		(8,944)
Net income	19,029		15,395		50,262		51,940
Net income attributable to noncontrolling interest	(10,797)		(8,678)		(28,192)		(29,306)
Net income attributable to The RMR Group Inc.	$	8,232	$	6,717	$	22,070	$	22,634

Weighted average common shares outstanding - basic (2)	16,269		16,198		16,259		16,187
Weighted average common shares outstanding - diluted (2)	31,308		31,198		31,271		31,187

Net income attributable to The RMR Group Inc. per common share - basic (2)	$	0.50	$	0.41	$	1.35	$	1.39
Net income attributable to The RMR Group Inc. per common share - diluted (2)	$	0.50	$	0.41	$	1.31	$	1.37

(1) Includes business management fees earned from the Managed Equity REITs monthly based upon the lower of (i) the average historical cost of each REIT’s properties and (ii) each REIT’s average market capitalization. The following table presents a summary of each Managed Equity REIT’s primary strategy and the lesser of the historical cost of its assets under management and its market capitalization as of June 30, 2021 and 2020, as applicable:


		Lesser of Historical Cost of Assets
		Under Management or
		Total Market Capitalization (a)
		As of June 30,
REIT	Primary Strategy	2021		2020

DHC	Medical office and life science properties, senior living communities and wellness centers	$	5,337,144	$	4,596,718
ILPT	Industrial and logistics properties	1,997,990		2,612,328
OPI	Office properties primarily leased to single tenants, including the government	3,962,573		3,474,277

SVC	Hotels and net lease service and necessity-based retail properties	9,277,211		7,400,127
		$	20,574,918	$	18,083,450

(a) The basis on which base business management fees are calculated for the three months ended June 30, 2021 and 2020 may differ from the basis at the end of the periods presented in the table above. As of June 30, 2021, the market capitalization was lower than the historical cost of assets under management for DHC, OPI and SVC. The historical cost of assets under management for DHC, OPI and SVC as of June 30, 2021, were $8,414,221, $6,151,466 and $12,287,857, respectively. For ILPT, the historical cost of assets under management were lower than its market capitalization of $2,601,308 as of June 30, 2021.

(2) The RMR Group Inc. calculates earnings per share, or EPS, using the two-class method. As such, earnings attributable to unvested participating shares are excluded from earnings before calculating per share amounts. In addition, diluted EPS includes the assumed issuance of Class A Common Shares pursuant to The RMR Group Inc.’s equity compensation plan and the issuance of Class A Common Shares related to the assumed redemption of the noncontrolling interest’s 15,000 Class A Units using the if-converted method. In computing the dilutive effect, if any, that the aforementioned redemption would have on EPS, The RMR Group Inc. considered that net income available to holders of Class A Common Shares would increase due to elimination of the noncontrolling interest offset by any tax effect, which may be dilutive. For the three and nine months ended June 30, 2021 and 2020, the assumed redemption is dilutive to earnings per share as presented in the table below. The calculation of basic and diluted EPS is as follows:


	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020
Numerators:
Net income attributable to The RMR Group Inc.	$	8,232	$	6,717	$	22,070	$	22,634
Income attributable to unvested participating securities	(72)		(48)		(194)		(166)
Net income attributable to The RMR Group Inc. used in calculating basic EPS	8,160		6,669		21,876		22,468
Effect of dilutive securities:
Add back: income attributable to unvested participating securities	72		48		194		166
Add back: net income attributable to noncontrolling interest	10,797		8,678		28,192		29,306
Add back: income tax expense	3,361		2,608		8,109		8,944
Income tax expense assuming redemption of noncontrolling interest’s Class A Units for Class A Common Shares (a)	(6,686)		(5,313)		(17,346)		(18,114)
Net income used in calculating diluted EPS	$	15,704	$	12,690	$	41,025	$	42,770

Denominators:
Common shares outstanding	16,408		16,315		16,408		16,315
Unvested participating securities	(139)		(117)		(149)		(128)
Weighted average common shares outstanding - basic	16,269		16,198		16,259		16,187
Effect of dilutive securities:
Assumed redemption of noncontrolling interest’s Class A Units for Class A Common Shares	15,000		15,000		15,000		15,000
Incremental unvested shares	39		—		12		—
Weighted average common shares outstanding - diluted	31,308		31,198		31,271		31,187

Net income attributable to The RMR Group Inc. per common share - basic	$	0.50	$	0.41	$	1.35	$	1.39
Net income attributable to The RMR Group Inc. per common share - diluted	$	0.50	$	0.41	$	1.31	$	1.37

The RMR Group Inc. is providing the reconciliations below regarding certain individually significant items occurring or impacting its financial results for the three months ended June 30, 2021 and 2020 for supplemental informational purposes in order to enhance the understanding of The RMR Group Inc.’s condensed consolidated statements of income and to facilitate a comparison of The RMR Group Inc.’s current operating performance with its historical operating performance. This information should be considered in conjunction with net income, net income attributable to The RMR Group Inc. and operating income as presented in The RMR Group Inc.’s condensed consolidated statements of income.


	Net Income Attributable to The RMR Group Inc.		Add: Net Income Attributable to Noncontrolling Interest		Add: Income Tax Expense		Income Before Income Tax Expense		Less: Estimated Income Tax Expense (1)		Net Income Used in Calculating Diluted EPS		Weighted Average Common Shares Outstanding - Diluted	Net Income Attributable to The RMR Group Inc. per Common Share - Diluted
Three Months Ended June 30, 2021:
Net income attributable to The RMR Group Inc.	$	8,232	$	10,797	$	3,361	$	22,390	$	(6,686)	$	15,704	31,308	$	0.50
Unrealized gain on equity method investment accounted for under the fair value option	(488)		(627)		(197)		(1,312)		392		(920)		31,308	(0.03)

Transaction and acquisition related costs	23		29		9		61		(18)		43		31,308	—
Adjusted net income attributable to The RMR Group Inc.	$	7,767	$	10,199	$	3,173	$	21,139	$	(6,312)	$	14,827	31,308	$	0.47


Three Months Ended June 30, 2020:
Net income attributable to The RMR Group Inc.	$	6,717	$	8,678	$	2,608	$	18,003	$	(5,313)	$	12,690	31,198	$	0.41
Unrealized gain on equity method investment accounted for under the fair value option	(631)		(804)		(243)		(1,678)		495		(1,183)		31,198	(0.04)

Transaction and acquisition related costs	160		205		62		427		(126)		301		31,198	0.01
Adjusted net income attributable to The RMR Group Inc.	$	6,246	$	8,079	$	2,427	$	16,752	$	(4,944)	$	11,808	31,198	$	0.38


	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020
Reconciliation of EBITDA and Adjusted EBITDA from net income:
Net income	$	19,029	$	15,395	$	50,262	$	51,940
Income tax expense	3,361		2,608		8,109		8,944
Depreciation and amortization	245		229		734		731
EBITDA	22,635		18,232		59,105		61,615
Other asset amortization	2,354		2,354		7,062		7,062
Operating expenses paid in the form of The RMR Group Inc.'s common shares	552		658		2,427		2,353
Separation costs	—		—		4,159		645
Transaction and acquisition related costs	61		427		474		1,596

Straight line office rent	13		52		60		124

Unrealized gain on equity method investment accounted for under the fair value option	(1,312)		(1,678)		(6,032)		(916)
Equity in earnings of investees	(28)		(458)		(755)		(1,037)

Distributions from equity method investment	160		16		1,024		721
Incentive business management fees earned	—		—		(620)		—
Certain other net adjustments	—		—		—		(13)
Adjusted EBITDA	$	24,435	$	19,603	$	66,904	$	72,150

(1)EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures calculated as presented in the tables above. The RMR Group Inc. considers EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to be appropriate supplemental measures of its operating performance, along with net income, net income attributable to The RMR Group Inc., operating income and operating margin. The RMR Group Inc. believes that EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to investors because by excluding the effects of certain amounts, such as those outlined in the tables above, EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin may facilitate a comparison of current operating performance with The RMR Group Inc.’s historical operating performance and with the performance of other asset management businesses. In addition, The RMR Group Inc. believes that providing Adjusted EBITDA Margin may help investors assess The RMR Group Inc.’s performance of its business by providing the margin that Adjusted EBITDA represents to its contractual management and advisory fees (excluding incentive business management fees, if any). EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin do not

represent cash generated by operating activities in accordance with GAAP and should not be considered as alternatives to net income, net income attributable to The RMR Group Inc., operating income or operating margin as an indicator of The RMR Group Inc.’s financial performance or as a measure of The RMR Group Inc.’s liquidity. Other asset management businesses may calculate EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin differently than The RMR Group Inc. does.

(2)Adjusted EBITDA less Cash Tax Obligation is a non-GAAP financial measure calculated as presented in the table above. The RMR Group Inc. considers Adjusted EBITDA less Cash Tax Obligation to be an appropriate measure of its operating performance, along with net income attributable to The RMR Group Inc. The RMR Group Inc. believes that Adjusted EBITDA less Cash Tax Obligation provides useful information to investors because by excluding amounts payable for tax obligations, it increases comparability between periods and more accurately reflects earnings that may be available for distribution to shareholders. Adjusted EBITDA less Cash Tax Obligation is among the factors The RMR Group Inc.’s Board of Directors considers when determining the amount of dividends to its shareholders. Other asset management businesses may calculate Adjusted EBITDA less Cash Tax Obligation differently than The RMR Group Inc. does.

(3)Contractual management and advisory fees are the base business management fees, property management fees and advisory fees The RMR Group Inc. or its subsidiaries earns pursuant to its management agreements. These amounts are calculated pursuant to the contractual formulas and do not deduct other asset amortization of $2,354 for each of the three months ended June 30, 2021 and 2020, or $7,062 for each of the nine months ended June 30, 2021 and 2020, required to be recognized as a reduction to management services revenues in accordance with GAAP and do not include the incentive business management fees of $620 that The RMR Group Inc. recognized under GAAP for the nine months ended June 30, 2021.

(4)Under the RMR LLC operating agreement, RMR LLC is required to make quarterly pro rata cash distributions to The RMR Group Inc. and its noncontrolling interest based on each’s estimated tax liabilities and respective ownership percentages. Estimated tax liabilities are determined quarterly on a cumulative basis. As such, there may be fluctuations from quarter to quarter to account for prior periods where pro rata cash distributions were more or less than amounts determined cumulatively through a particular quarter. For the three and nine months ended June 30, 2021 and 2020, RMR LLC made required quarterly tax distributions as follows:

(unaudited)


	June 30,		September 30,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	397,801	$	369,663
Due from related parties	87,619		82,605
Prepaid and other current assets	5,467		3,877
Total current assets	490,887		456,145

Property and equipment, net	2,303		2,299
Due from related parties, net of current portion	11,902		7,764
Equity method investment	7,198		7,467
Equity method investment accounted for under the fair value option	18,184		12,152


Goodwill and intangible assets, net of amortization	2,104		2,136
Operating lease right of use assets	33,429		34,663
Deferred tax asset	21,917		23,900
Other assets, net of amortization	136,665		143,727
Total assets	$	724,589	$	690,253

Liabilities and Equity
Current liabilities:
Other reimbursable expenses	$	61,730	$	56,079
Accounts payable and accrued expenses	35,713		16,984
Operating lease liabilities	4,868		4,407
Employer compensation liability	1,440		4,298
Total current liabilities	103,751		81,768


Operating lease liabilities, net of current portion	30,395		32,030
Amounts due pursuant to tax receivable agreement, net of current portion	27,789		27,789
Employer compensation liability, net of current portion	11,902		7,764
Total liabilities	173,837		149,351

Commitments and contingencies

Equity:
Class A common stock, $0.001 par value; 31,600,000 shares authorized; 15,407,933 and 15,395,641 shares issued and outstanding, respectively	15		15
Class B-1 common stock, $0.001 par value; 1,000,000 shares authorized, issued and outstanding	1		1
Class B-2 common stock, $0.001 par value; 15,000,000 shares authorized, issued and outstanding	15		15
Additional paid in capital	109,281		106,622
Retained earnings	308,319		286,249

Cumulative common distributions	(115,680)		(96,983)
Total shareholders’ equity	301,951		295,919
Noncontrolling interest	248,801		244,983
Total equity	550,752		540,902
Total liabilities and equity	$	724,589	$	690,253

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements can be identified by use of words such as “outlook,” “believe,” “expect,” “potential,” “will,” “may,” “estimate,” “anticipate” and derivatives or negatives of such words or similar words. Forward-looking statements in this press release are based upon present beliefs or expectations. However, forward-looking statements and their implications are not guaranteed to occur and may not occur for various reasons, including some reasons beyond The RMR Group Inc.’s control. For example:

•Mr. Portnoy states that this quarter, management and advisory services revenues were $45.5 million, an increase of 16% from the same time last year, when the pandemic was having its most severe impacts on The RMR Group Inc.’s clients. Mr. Portnoy also states that this quarter’s results saw significant increases in earnings per share, cash flows and EBITDA margins, reflecting post pandemic tailwinds across many of the sectors The RMR Group Inc. operates in. More specifically, he states that this quarter saw meaningful increases in the enterprise values at the Managed Equity REITs, solid operating results at Sonesta, as travel volumes increased across the country, and a strong quarter from both fuel and non-fuel revenues at TravelCenters of America. These statements may imply that The RMR Group Inc. will continue to earn increased management and advisory services revenues, earnings per share, cash flows and EBITDA margin in the future. However, The RMR Group Inc.’s and its clients’ businesses are subject to various risks, including risks outside its and their control. Further, the impact and duration of the COVID-19 pandemic is not known and economic conditions could deteriorate for a prolonged period and negatively impact The RMR Group Inc’s and its clients’ businesses operating and financial results;

•Mr. Portnoy states that The RMR Group Inc. remains optimistic that it may begin earning incentive fees this calendar year, as Office Properties Income Trust’s potential 2021 incentive fee increased by $1.4 million to $22.2 million, based on its total return per share out-performance relative to its peers through June. This statement may imply that The RMR Group Inc. may earn incentive business management fees for calendar 2021 or in future years. The incentive business management fees that The RMR Group Inc. may earn from its Managed Equity REITs are based upon total returns realized by the REITs’ shareholders compared to the total shareholders return of certain identified indices. The RMR Group Inc. has only limited control over the total returns realized by shareholders of the Managed Equity REITs and effectively no control over indexed total returns. There can be no assurance that The RMR Group Inc. will earn any incentive business management fees from its Managed Equity REITs in the future; and

•Mr. Portnoy states that The RMR Group Inc. remains well positioned to pursue numerous capital allocation strategies, including the return of shareholder capital. These statements may imply that The RMR Group Inc. will successfully identify and execute one or more capital allocation strategies, including that it will return capital to shareholders, and that any capital allocation strategy it may pursue will be successful and benefit it and its shareholders. However, identifying and executing on capital allocation strategies are subject to various uncertainties and risks and may take an extended period to realize any resulting benefit to its business. In addition, RMR may elect to not pursue a capital allocation strategy, including returning shareholder capital, or abandon any such strategy it may pursue.


Calculation of Adjusted EBITDA Margin:
Contractual management and advisory fees (excluding incentive business management fees, if any) (3)	$	47,864		$	41,604		$	135,276		$	138,535
Adjusted EBITDA	$	24,435		$	19,603		$	66,904		$	72,150
Adjusted EBITDA Margin	51.1		%	47.1		%	49.5		%	52.1		%


Calculation of Adjusted EBITDA less Cash Tax Obligation:
Adjusted EBITDA	$	24,435	$	19,603	$	66,904	$	72,150
Less: Tax distributions to members (4)	(7,775)		(6,270)		(23,201)		(23,062)
Adjusted EBITDA less Cash Tax Obligation	$	16,660	$	13,333	$	43,703	$	49,088
Common share distributions	$	10,737	$	10,700	$	32,197	$	32,089


	Three Months Ended June 30,				Nine Months Ended June 30,
	2021		2020		2021		2020
RMR LLC tax distributions to The RMR Group Inc.	$	4,180	$	3,321	$	12,327	$	12,127
RMR LLC tax distributions to non-controlling interest	3,595		2,949		10,874		10,935
Total RMR LLC tax distributions to members	$	7,775	$	6,270	$	23,201	$	23,062


Calculation of Operating Margin:
Total management and advisory services revenues	$	45,510		$	39,250		$	128,834		$	131,473
Operating income	$	20,871		$	15,140		$	50,970		$	54,829
Operating Margin	45.9		%	38.6		%	39.6		%	41.7		%



			Contact:
			Michael Kodesch, Director, Investor Relations
			(617) 796-8230



FOR IMMEDIATE RELEASE