Related Person Transactions | Note 6. Related Person Transactions Our Founders are the beneficial owners and trustees of ABP Trust, which for the periods prior to June 5, 2015 was the sole owner of RMR LLC. ABP Trust owns (i) all of the outstanding shares of Class B ‑1 common stock of RMR Inc., or Class B-1 Common Shares; (ii) all of the outstanding shares of Class B ‑2 common stock of RMR Inc., or Class B-2 Common Shares; and (iii) 15,000,000 Class A Units. For the periods prior to June 5, 2015, our Founders also were the owners of RMR Advisors and RMR Intl. Our Founders are directors of AIC and the shareholders and directors of Sonesta. Our Founders are directors and officers of RMR Inc. and officers of RMR LLC. Our Founders are also managing trustees of each of the Managed REITs; and, as of June 30, 2016, the Managed REITs collectively owned a majority of the outstanding shares of Class A common stock of RMR Inc., or Class A Common Shares. Barry M. Portnoy is a managing director of Five Star and of TA. All of the executive officers of the Managed REITs and many of the executive officers of the Managed Operators are also officers of RMR LLC. Revenues from Related Parties For the three and nine months ended June 30, 2016 and 2015, we recognized revenues from related parties (excluding incentive business management fees) as set forth in the following table: For the Three Months Ended June 30, For the Nine Months Ended June 30, 2016 2015 2016 2015 $ % $ % $ % $ % Managed REITs: GOV $ $ $ $ HPT SIR SNH Managed Operators: Five Star Sonesta TA Other: AIC RIF ABP Trust Other unrelated parties - $ $ $ $ On December 31, 2015, RMR LLC also earned a $62,263 incentive business management fee from HPT pursuant to our business management agreement with HPT. Pursuant to the RMR LLC Operating Agreement, ABP Trust was entitled to receive a pro rata share of any incentive business management fee earned by RMR LLC for the 2015 calendar year based on the number of days in 2015 to June 5, 2015, the effective date of the Up-C Transaction; the pro rata portion of the $62,263 incentive fee allocated solely to ABP Trust was $26,611 . In January 2016, HPT paid RMR LLC this $62,263 incentive fee and RMR LLC paid ABP Trust $26,611 . We earned no other incentive fees during the periods presented. Investments in Managed REITs, RIF and AIC For periods prior to June 5, 2015, we were paid a part of our base business management fees from the Managed REITs in common shares of each Managed REIT. During the three and nine months ended June 30, 2015, we received shares for such services as follows: During the Three Months Ended During the Nine Months Ended June 30, 2015 June 30, 2015 No. of No. of REIT Shares Value Shares Value GOV $ $ HPT SIR SNH $ $ Cash dividends that we received on the shares of the Managed REITs which we owned during the three and nine months ended June 30, 2015 totaled $375 and $1,237 , respectively, and are reported as interest and other income in our condensed consolidated statements of comprehensive income. We also historically owned shares of RIF, for which our quarterly dividend distributions were reinvested in purchasing additional RIF shares. For the three and nine months ended June 30, 2015, we purchased zero and 1,068 shares for zero and $22 , respectively, pursuant to this dividend reinvestment program. AIC was formed in 2008 and provides a combined property insurance program for its shareholders, including the companies to which we provide management services. For the three and nine months ended June 30, 2015, RMR LLC or its transferee, ABP Trust, the Managed REITs, Five Star and TA each owned 14.3% of AIC. Our investments in the Managed REITs, RIF and AIC were distributed by RMR LLC to ABP Trust at their respective carrying values prior to the Up-C Transaction. Amounts due from related parties The following table represents amounts due from related parties as of the dates listed: June 30, September 30, 2016 2015 Managed REITs: GOV $ $ HPT SIR SNH Managed Operators: Five Star Sonesta TA Other Client Companies: AIC ABP Trust $ $ Leases As of June 30, 2016 , we leased from ABP Trust and certain Managed REITs office space for use as our headquarters and local offices. We incurred rental expense under related party leases aggregating $1,077 and $902 for the three months ended June 30, 2016 and 2015, respectively, and $3,190 and $2,983 for the nine months ending June 30, 2016 and 2015, respectively. Our related party leases have various termination dates and many have renewal options. Some of our related party leases are terminable on 30 days’ notice and many allow us to terminate early if our management agreements for the buildings in which we lease space are terminated. The Up-C Transaction On June 5, 2015, our Founders, ABP Trust and the Managed REITs were parties to the Up-C Transaction. In the Up-C Transaction: (a) ABP Trust contributed $11,520 in cash to RMR Inc. which RMR Inc. subsequently contributed to RMR LLC; (b) RMR LLC issued 1,000,000 Class B Units to RMR Inc.; (c) GOV contributed 700,000 of its common shares and $3,917 in cash to RMR Inc., HPT contributed 1,490,000 of its common shares and $12,622 in cash to RMR Inc., SIR contributed 880,000 of its common shares and $15,880 in cash to RMR Inc. and SNH contributed 2,345,000 of its common shares and $13,967 in cash to RMR Inc.; (d) RMR Inc. issued 1,000,000 Class B-1 Common Shares and 15,000,000 Class B-2 Common Shares to ABP Trust; (e) RMR Inc. issued 1,541,201 shares of Class A Common Shares to GOV, 5,019,121 Class A Common Shares to HPT, 3,166,891 Class A Common Shares to SIR and 5,272,787 Class A Common Shares to SNH; (f) ABP Trust delivered to RMR Inc. 15,000,000 of the 30,000,000 Class A Units it then owned; and (g) RMR Inc. delivered to ABP Trust the shares and cash which had been contributed to RMR Inc. by the Managed REITs. Pursuant to the Up-C Transaction agreements, the Managed REITs agreed to distribute approximately half of our Class A Common Shares they acquired in the Up-C Transaction to their respective shareholders as a special distribution. This distribution took place on December 14, 2015. As a result of the Up-C Transaction, RMR LLC became a subsidiary of RMR Inc., RMR Inc. became the Managing Member of RMR LLC and each Managed REIT became the owner of more than 5.0% of the outstanding Class A Common Shares of RMR Inc. For further information regarding the Up-C Transaction, please refer to our Annual Report. In the Up ‑C Transaction, the Managed REITs contributed cash and shares of the Managed REITs with a combined value of $167,764 to RMR Inc. The transaction agreements calculated the value of the Managed REITs’ common shares using a 20 business day volume weighted average trading price, or $126,40 0; however, for accounting purposes, the common shares were valued at the closing price of those shares on the date of the Up ‑C Transaction, or $121,378 . Also, for purposes of GAAP, we concluded that the consideration received from the Managed REITs for the Class A Common Shares represented a discount to the fair value of RMR Inc.’s Class A Common Shares; and as a result, we recorded $193,806 in other assets under ASC 605 ‑50, Consideration Given to a Customer . The consideration received from the Managed REITs was allocated to the 15,000,000 Class A Common Shares and the 20 year management agreements under the relative selling price method in accordance with ASC 605 ‑25, Multiple Element Arrangements, using our best estimate of selling price for each of the deliverables. The other assets of $193,806 are being amortized against revenue recognized related to the management agreements with the Managed REITs using the straight line method through the period ended December 31, 2035. We reduced revenue by $2,354 and $645 for the three months ended June 30, 2016 and 2015, respectively, and $7,062 and $645 for the nine months ended June 30, 2016 and 2015, respectively, related to the amortization of these other assets. As of June 30, 2016, the unamortized amount of this asset was $183,745 . Pursuant to the Up-C Transaction agreements, on December 14, 2015, GOV, HPT, SIR and SNH distributed 768,032 , 2,515,344 , 1,580,055 and 2,635,379 Class A Common Shares, respectively, to their respective shareholders, which represented approximately half of the Class A Common Shares that each received in the Up-C Transaction, and we facilitated this distribution by filing a registration statement with the U.S. Securities and Exchange Commission, or the SEC, to register the Class A Common Shares being distributed and by listing those shares on The NASDAQ Stock Market LLC, or NASDAQ. Tax Related Payments In the Up-C Transaction, we entered into the Tax Receivable Agreement with ABP Trust which provides for the payment by RMR Inc. to ABP Trust of 85.0% of the amount of cash 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 our dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by us as a result of the Tax Receivable Agreement. During the nine months ended June 30, 2016, we made no payments to ABP Trust pursuant to this agreement. As of June 30, 2016, our condensed consolidated balance sheet reflects a liability related to the Tax Receivable Agreement of $65,834 , of which we expect to pay $929 to ABP Trust during the fourth quarter of fiscal 2016. Under the RMR LLC Operating Agreement, RMR LLC is also required to make certain pro rata distributions to each member of RMR LLC quarterly on the basis of the assumed tax liabilities of its members. For the nine months ended June 30, 2016, pursuant to the RMR LLC Operating Agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $49,995 , of which $25,800 was distributed to us and $24,195 was distributed to ABP Trust, based on each membership unit holder’s respective ownership percentage. The $25,800, distributed to us was eliminated in our condensed consolidated financial statements, and the $24,195 distributed to ABP Trust was recorded as a reduction of their noncontrolling interest. We used funds from this distribution for payment of certain U.S. federal and state income tax liabilities. We also expect to use funds from this distribution to pay our obligations under the Tax Receivable Agreement . Other For the period October 1, 2014 through June 5, 2015, amounts were periodically advanced and repaid between ABP Trust and its then 100.0% owned subsidiary RMR LLC. These advances were due on demand without interest. There were no advances outstanding between ABP Trust and RMR LLC as of June 30, 2016 and September 30, 2015. Also, for the period October 1, 2014 through June 5, 2015, our Founders periodically made loans for working capital to RMR LLC which loans were due on demand and required interest at the minimum monthly adjustable federal rate required for tax reporting. At June 30, 2016 and September 30, 2015, respectively, no loans were outstanding from our Founders to RMR LLC. Additional information about our related person transactions appears in Note 7 below. |