Resource REIT, Inc. (the “Company”)

We note your inclusion of Goodwill (management company value) as a component to your estimated Net asset value as of January 28, 2021. Please address the following:

Provide to us your basis for attributing value to goodwill recognized in the self-management transaction, and inclusion of goodwill in calculating your estimated net asset value.

Tell us the material components of goodwill, and your methodology as to how you ascribed value to each of these material components in calculating net asset value.

Address how you determined that the goodwill is based on a price that would be received to sell your now-internalized management function in an orderly transaction between market participants at the measurement date. In your response, consider disclosure from your Form 10-Q for the interim period ended September 30, 2021 where you indicate goodwill represents your management structure and ability to generate additional opportunities for revenue and raise additional funds.

The Company accounted for the Self-Management Transaction, which was a series of transactions pursuant to which Resource Real Estate Opportunity REIT, Inc. (“REIT I”) acquired the parent company (the “Sponsor”) of the respective external advisors and property managers of REIT I, the Company, and Resource Apartment REIT III, Inc. (“REIT III”), in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Under ASC 805, Goodwill represents the estimated future benefits arising from other assets acquired that could not be individually identified and separately recognized. As part of the determination to allocate the purchase price of the Sponsor, management of the Company considered the valuation analysis performed by Robert A. Stanger & Co, Inc. (“Stanger”), the independent third-party financial advisor engaged by REIT I’s special committee in connection with REIT I’s acquisition of the Sponsor and subsequent merger with the Company. Stanger determined the estimated value of the Sponsor based upon the capitalization of the Sponsor’s estimated projected EBITDA, at an EBITDA multiple derived from comparable transactions. The Company determined that the primary component of the purchase price was the acquired workforce and the cost savings associated with acquiring the Sponsor and eliminating the management fee arrangement.

The material components of Goodwill are the cost savings attributable to the internalization of management of the Company through the acquisition of the Sponsor. The Company included the following items in its analysis of the cost savings from the Self-Management Transaction:

Asset management fees no longer charged to the Company

Property management fees no longer charged to the Company

Offset by incremental:

Payroll costs

General and administrative costs

Third-party property management fees

The estimated value of Goodwill, as provided by the management team of the Company to Duff & Phelps in its determination of a range in estimated value per share of the Company, was based upon the capitalization of the estimated projected EBITDA for the Sponsor, at an EBITDA multiple derived from comparable transactions completed through September 7, 2020 as provided by Stanger on behalf of REIT I’s special committee and reviewed by the Company’s management. Stanger’s report to the REIT I

We note your reconciliation of Total NOI to Net loss attributable to common stockholders for the interim periods presented. In future periodic filings, please disclose the most directly comparable GAAP measure with equal or greater prominence to the non-GAAP measure by reconciling from Net loss attributable to common stockholders to calculate Total NOI. Refer to Question 102.10 of the Division’s Compliance and Disclosure Interpretations for Non-GAAP Financial Measures.

Laura Sirianni, Esq.