Related Party Transactions | Related Person Transactions Our Founders are the beneficial owners of ABP Trust, which for the periods prior to June 5, 2015 was the sole owner of RMR LLC. ABP Trust owns all of RMR Inc.’s outstanding Class B-1 and Class B-2 Common Shares, 90,564 Class A Common Shares and 15,000,000 Class A Units of RMR LLC. In addition to their beneficial ownership of the shares of RMR Inc. and units of RMR LLC owned by ABP Trust, as of September 30, 2016 , Adam Portnoy and Barry Portnoy owned 20,438 and 29,783 Class A Common Shares, respectively. Our Founders are directors and officers of RMR Inc. and officers of RMR LLC. For the periods prior to June 5, 2015, our Founders also were the owners of RMR Advisors and RMR Intl. For the periods presented, our Founders are directors of AIC and the owners and directors of Sonesta. Since we distributed our interest in AIC to ABP Trust in anticipation of the Up-C Transaction, ABP Trust has owned 14.3% of AIC. Barry M. Portnoy is a managing director of Five Star and of TA. Gerard M. Martin, who served as a director of RMR LLC prior to the Up-C Transaction, is a managing director of Five Star. Our Founders are also managing trustees of each of the Managed REITs. The Managed REITs and AIC have no employees and no offices separate from RMR LLC. RMR LLC provides or arranges for all of the personnel, overhead and services required for the operation of the Managed REITs and AIC pursuant to management agreements with them. All of the officers of the Managed REITs and AIC are officers or employees of RMR LLC. RIF has no employees and no office separate from RMR Advisors. All of the officers, overhead and required office space of RIF are provided or arranged by RMR Advisors and some of these officers also serve as RMR LLC officers. Some of our executive officers are also directors or trustees of certain of our Client Companies and executive officers of the Managed Operators. David J. Hegarty, who served as a director of RMR LLC prior to the Up-C Transaction, is the president and chief operating officer of SNH. Until March 25, 2014, our Founders were the managing trustees of EQC, and, until May 23, 2014, Adam D. Portnoy was the President of EQC. RMR LLC provided business and property management services for EQC until September 30, 2014 and thereafter provided certain transition management services for EQC through February 28, 2015 pursuant to a termination and cooperation agreement between RMR LLC and EQC dated as of September 30, 2014. Pursuant to the termination and cooperation agreement, RMR Intl's Australian subsidiary continued to provide certain services for EQC in Australia until October 31, 2015, the effective date of the termination of this arrangement. We consider that EQC ceased to be our related party on March 25, 2014; however, the full amount of fees earned from EQC for the periods presented are included in this Note. Revenues from Related Parties. For the fiscal years ended September 30, 2016 , 2015 and 2014 , we recognized revenues from related parties as set forth in the following table: For the Fiscal Years Ended September 30, 2016 2015 2014 $ % $ % $ % Managed REITs: GOV $ 31,919 12.0 % $ 28,981 15.0 % $ 27,287 9.6 % HPT 101,715 38.1 % 40,887 21.2 % 43,730 15.3 % SIR 42,540 15.9 % 32,260 16.7 % 19,784 6.9 % SNH 58,401 21.9 % 53,213 27.6 % 44,472 15.6 % 234,575 87.9 % 155,341 80.5 % 135,273 47.4 % Managed Operators: Five Star 9,406 3.5 % 9,169 4.7 % 12,749 4.5 % Sonesta 2,020 0.8 % 1,848 1.0 % 1,501 0.5 % TA 14,936 5.6 % 14,286 7.4 % 12,671 4.4 % 26,362 9.9 % 25,303 13.1 % 26,921 9.4 % Other: AIC 240 0.1 % 247 0.1 % 337 0.1 % RIF 2,370 0.9 % 2,380 1.2 % 2,244 0.8 % ABP Trust 3,031 1.1 % 3,385 1.8 % 3,764 1.3 % 5,641 2.1 % 6,012 3.1 % 6,345 2.2 % Other unrelated parties 362 0.1 % 6,280 3.3 % 116,507 41.0 % $ 266,940 100.0 % $ 192,936 100.0 % $ 285,046 100.0 % On December 31, 2015, RMR LLC 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 . Investments in Managed REITs, EQC and RIF For the period January 1, 2014 until June 5, 2015, we were paid a part of our base business management fees from the Managed REITs in common shares of the respective REIT. After June 5, 2015, our base business management fees from the Managed REITs were paid entirely in cash. During the fiscal years ended September 30, 2015 and 2014 , we received shares for such fees as follows: During the Fiscal Year Ended September 30, 2015 2014 No. of No. of REIT Shares Value Shares Value GOV 30,276 $ 692 27,103 $ 672 HPT 84,810 2,605 86,969 2,474 SIR 39,927 982 23,136 668 SNH 103,265 2,285 85,986 1,978 EQC — — 90,135 2,354 $ 6,564 $ 8,146 We did not earn an incentive business management fee from the Managed REITs during the period ended September 30, 2015 . All of the incentive business management fees we earned from the Managed REITs during the period ended September 30, 2014 were paid in Managed REIT common shares. During the fiscal year ended September 30, 2014 , we received 105,536 common shares of HPT (valued at $2,772 ) and 32,865 common shares of SIR (valued at $891 ) as incentive business management fees. All of these shares, except the shares of SIR, were transferred to our Founders on or about the dates of their issuance at their respective market values. We also owned 500,000 common shares of SIR, which we acquired in July 2014 for a cash purchase price of $16,018 and distributed to our Founders prior to the Up‑C Transaction. Cash dividends that we received on the shares of the Managed REITs and EQC which we owned during the periods presented totaled $1,237 and $380 for the fiscal years ended September 30, 2015 , and 2014 , respectively, and are reported as interest and other income in our consolidated statements of comprehensive income. All of the shares of the Managed REITs owned by RMR LLC were distributed by RMR LLC to ABP Trust prior to the Up-C Transaction and, accordingly, we did not own shares of the Managed REITs during the fiscal year ended September 30, 2016 . We also historically owned shares of RIF, for which our quarterly dividend distributions were reinvested in purchasing additional RIF shares. For the fiscal years ended September 30, 2015 , and 2014 , we purchased 1,068 and 2,223 shares, respectively, for $22 , and $41 , respectively, pursuant to this dividend reinvestment program. All of the shares of RIF owned by RMR LLC were distributed by RMR LLC to ABP Trust prior to the Up-C Transaction and, accordingly, we did not own shares of RIF during the fiscal year ended September 30, 2016 . Investment in AIC AIC was formed in 2008 and provides a combined property insurance program for companies that we manage. Until May 9, 2014, RMR LLC, the Managed REITs, Five Star, TA and EQC each owned 12.5% of AIC. On May 9, 2014, pursuant to the terms of a shareholders agreement, each of the shareholders of AIC other than EQC purchased a pro rata amount of EQC’s ownership of AIC for $825 (total purchase price of $5,775 ), and thereafter RMR LLC, the Managed REITs, Five Star and TA each owned 14.3% of AIC. As of November 14, 2016, ABP Trust and our Founders together owned 36.8% of the outstanding common stock of Five Star. RMR LLC distributed its ownership of AIC to ABP Trust prior to the Up‑C Transaction. As of September 30, 2014 , the book value of our ownership of AIC was $6,796 and the historical cost basis of our ownership of AIC was $6,034 . For the fiscal years ended September 30, 2015 , and 2014 , the earnings of AIC attributable to us were $115 and $160 , respectively. We provide management services to AIC. For the fiscal years ended September 30, 2016 , 2015 and 2014 , our management fees earned from AIC were $240 , $247 and $337 , respectively. We recognized unrealized gains of $35 , and $24 related to investments in available for sale securities owned by AIC in the fiscal years ended September 30, 2015 , and 2014 , respectively. Amounts due from related parties The following table represents amounts due from related parties as of the dates listed: As of September 30, 2016 2015 Managed REITs: GOV $ 6,165 $ 3,506 HPT 7,800 6,990 SIR 7,190 4,741 SNH 9,733 6,853 30,888 22,090 Managed Operators: Five Star 291 1,361 Sonesta 5 16 TA 711 821 1,007 2,198 Other Client Companies: AIC 21 22 RIF 17 — ABP Trust 683 122 721 144 $ 32,616 $ 24,432 The non‑cash distribution to ABP Trust prior to the Up‑C Transaction included $28,306 of amounts due from related parties as of that date. As noted above, EQC ceased to be a related party to us as of March 25, 2014. There were no amounts due to us from EQC as of September 30, 2016 and 2015, respectively. Leases As of September 30, 2016 , we leased from ABP Trust and certain Managed REITs office space for use as our headquarters and local offices under 22 different leases. During the fiscal years ended September 30, 2016 , 2015 and 2014 , we incurred rental expense under related party leases aggregating $4,213 , $4,120 and $3,866 , 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. In addition to the related party leases described in the preceding paragraph, we leased office space from EQC during the fiscal year ended September 30, 2014 . During the fiscal year ended September 30, 2014 , we incurred rental expense under the EQC leases aggregating approximately $618 . The Up‑C Transaction. On June 5, 2015, we were a party to a transaction with ABP Trust and the Managed REITs, or the Up‑C Transaction. In anticipation of the Up‑C Transaction, the Members and RMR LLC transferred certain assets and made certain adjustments to their businesses as follows: (i) our Founders contributed their 100.0% ownership of RMR Advisors and RMR Intl to ABP Trust, and ABP Trust contributed these ownership interests to RMR LLC; (ii) all of the shares of the Managed REITs, RIF and AIC owned by RMR LLC were distributed by RMR LLC to ABP Trust; (iii) certain cash and cash equivalents, including cash that had been paid or contributed to RMR LLC by ABP Trust in 2014, were distributed to ABP Trust; (iv) RMR LLC entered into a new business management agreement and an amended property management agreement with ABP Trust and an amended business management agreement with Sonesta; (v) in connection with these new and amended management agreements, certain employees of RMR LLC and personal property (including property used by the transferred employees) which RMR LLC determined would not be required for its continuing business were transferred to ABP Trust and sold to Sonesta for proceeds of $1,335 ; and (vi) all intercompany advances between ABP Trust and RMR LLC were settled in cash in advance of 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) 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.; (c) RMR Inc. issued 1,000,000 Class B‑1 Common Shares and 15,000,000 Class B‑2 Common Shares to ABP Trust; (d) RMR Inc. issued 1,541,201 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; (e) ABP Trust delivered to RMR Inc. 15,000,000 of the 30,000,000 Class A Units of RMR LLC it then owned; and (f) RMR Inc. delivered to ABP Trust the shares and cash which had been contributed to RMR Inc. by the Managed REITs. Pursuant to the 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, and we agreed to facilitate this distribution by filing a registration statement with the Securities and Exchange Commission, or SEC, to register those Class A Common Shares to be distributed and by seeking a listing of those shares on a national stock exchange. During the period June 5 to September 30, 2015 , RMR LLC incurred $5,454 of general and administrative expenses related to the Up‑C Transaction. As part of the Up‑C Transaction and concurrently with entering into the transaction agreements, on June 5, 2015, the following additional agreements were entered into: • Amendment and Restatement of Managed REIT Management Agreements. RMR LLC and each of the Managed REITs entered into an amended and restated business management agreement and an amended and restated property management agreement, which amended and restated their preexisting business and property management agreements and extended them for renewing 20 year terms. • ABP Trust Registration Rights Agreements . RMR Inc. entered into a registration rights agreement with ABP Trust pursuant to which ABP Trust received demand and piggyback registration rights, subject to certain limitations, covering the Class A Common Shares, including the shares received on conversion of Class B-1 Common Shares or redemption of the paired Class B-2 Common Shares and Class A Units of RMR LLC. • Managed REIT Registration Rights Agreements . RMR Inc. entered into a registration rights agreement with each Managed REIT covering the Class A Common Shares that it received in the Up-C Transaction, pursuant to which the Managed REIT received demand and piggyback registration rights, subject to certain limitations. • Founders Registration Rights and Lock-Up Agreements . Our Founders and ABP Trust entered into a Registration Rights and Lock-Up Agreement with each Managed REIT with respect to each Managed REITs' common shares pursuant to which ABP Trust and our Founders each agreed not to transfer the Managed REITs' common shares acquired in the Up-C Transaction for a period of ten years , subject to certain exceptions, and ABP Trust and our Founders received demand and piggyback registration rights from the Managed REITs, subject to certain limitations. • Tax Receivable Agreement. RMR Inc. and RMR LLC entered into a tax receivable agreement with ABP Trust that 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 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 RMR Inc. as a result of the tax receivable agreement. 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. 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. For accounting purposes, these common shares were valued at the NYSE trading closing price of these shares on the date of the Up‑C Transaction, or $121,378 . In addition, for purposes of GAAP, we concluded that the consideration received from the Managed REITs for our Class A Common Shares represented a discount to the fair value of RMR Inc.’s Class A Common Shares. 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 is 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. For the fiscal years ended September 30, 2016 and 2015 , we reduced revenue $9,416 and $2,999 , respectively, related to the amortization of these other assets. As of September 30, 2016 , the remaining amount of these other assets to be amortized was $181,391 . We recorded the estimated tax benefits related to the increase in tax basis and imputed interest as a result of the purchase of the 15,000,000 Class A Units of RMR LLC described above as a deferred tax asset in the consolidated financial statements. The Tax Receivable Agreement resulted in an aggregate $65,834 of amounts payable. The amounts we recorded for our obligations under the Tax Receivable Agreement related to the purchase of the 15,000,000 Class A Units are estimates. Future redemptions of RMR LLC’s Class A Units, if and when they occur, will be accounted for in a similar manner. The term of the Tax Receivable Agreement commenced on June 5, 2015 and will continue until all such tax benefits have been utilized or expired, unless the Tax Receivable Agreement is terminated upon a change of control or upon certain breaches of the agreement that we fail to cure in accordance with the terms of the agreement. During the fiscal year ended September 30, 2016 , we paid $905 to ABP Trust pursuant to the Tax Receivable Agreement. As of September 30, 2016 , our consolidated balance sheet reflects a liability related to the tax receivable agreement of $64,929 . 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 fiscal year ended September 30, 2016 , pursuant to the RMR LLC Operating Agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $63,095 , of which $32,562 was distributed to us and $30,533 was distributed to ABP Trust, based on each membership unit holder’s respective ownership percentage. The $32,562 distributed to us was eliminated in our consolidated financial statements, and the $30,533 distributed to ABP Trust was recorded as a reduction of its 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. Distribution and Ownership of Our Class A Shares On December 14, 2015, each of GOV, HPT, SIR and SNH completed the pro rata distribution to holders of record of its common shares on November 27, 2015, of 768,032 , 2,515,344 , 1,580,055 and 2,635,379 Class A Common Shares, respectively. As a shareholder of SIR, GOV received 441,056 Class A Common Shares in this distribution. As a shareholder of each of the Managed REITs, ABP Trust received 90,564 Class A Common Shares in this distribution. In addition to their beneficial ownership of the Class A Common Shares received by ABP Trust in this distribution, Adam Portnoy and Barry Portnoy also received 9,938 and 19,283 Class A Common Shares, respectively, in this distribution. As of September 30, 2016 , GOV, HPT, SIR and SNH owned 1,214,225 , 2,503,777 , 1,586,836 and 2,637,408 Class A Common Shares, respectively. Tender Offer for Shares of Five Star by Certain Related Persons On November 11, 2016, a subsidiary of ABP Trust, ABP Acquisition LLC, purchased 17,999,999 shares of Five Star common stock at $3.00 per share pursuant to a public tender offer. Following this purchase, our Founders, ABP Trust and ABP Acquisition LLC collectively own 18,339,621 shares of Five Star common stock, or approximately 36.8% of Five Star’s outstanding common stock as of such date. ABP Acquisition LLC, ABP Trust and our Founders obtained conditional consents from Five Star of certain ownership limitations under Five Star’s organizational documents, and consents were obtained from SNH under its leases, management or other agreements with Five Star and from Five Star’s lenders under Five Star’s revolving credit agreement to permit ABP Acquisition LLC’s purchase of the Five Star common stock in the tender offer. In connection with ABP Acquisition LLC’s purchase of the Five Star common stock, ABP Trust, ABP Acquisition LLC and our Founders also entered into a consent, standstill, registration rights and lock-up agreement with Five Star pursuant to which ABP Trust, ABP Acquisition LLC and our Founders each agreed not to transfer, except for certain permitted transfers as provided therein, any shares of Five Star common stock acquired after October 2, 2016, including shares acquired in the tender offer but not including shares issued to Barry M. Portnoy or Adam D. Portnoy under a Five Star equity compensation plan, for a lock-up period of up to ten years. They also each agreed, for a period of ten years, not to engage, and to cause their controlled affiliates (a term which includes us and our subsidiaries) not to engage, in certain activities involving Five Star without the approval of the Five Star board of directors, including not to make or seek to effect any tender or exchange offer, merger or other business combination, or extraordinary transaction involving Five Star or a sale of all or a substantial portion of Five Star’s consolidated assets or solicit proxies to vote any voting securities of Five Star or encourage others to take any of the restricted activities. This consent, standstill, registration rights and lock-up agreement also provides ABP Trust, ABP Acquisition LLC and our Founders with certain demand and piggy-back registration rights with respect to certain shares of Five Star common stock, at any time after the lock-up period described above, subject to specified terms and conditions. Other The Managed REITs and Managed Operators award grants of common shares directly to certain of our officers and employees in connection with the provision of management services to those companies. For a description of the accounting implications to us of these share awards, please see Note 2, Summary of Significant Accounting Policies . The compensation of senior executives of the Managed Operators, who are also employees or officers of RMR LLC, is the sole responsibility of the party to or on behalf of which the individual renders services. In the past, because at least 80.0% of each of these executives' business time was devoted to services to the Managed Operator, 80.0% of their total cash compensation was paid by the Managed Operator and the remainder was paid by RMR LLC. We participate in a combined directors’ and officers’ liability insurance policy for primary coverage, including errors and omissions coverage, with companies to which we provide management services. We paid premiums of $176 , $152 and $147 for this coverage for the policy years ending September 30, 2016 , 2015 and 2014 , respectively. We paid a premium of $202 for this coverage for the policy year ending September 30, 2017. In September 2016, we participated in a one year extension of this combined directors’ and officers’ insurance policy through September 2018. Our premium for this policy extension was approximately $111 . For the period October 1, 2013 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. Since June 5, 2015, no advances have been made or were outstanding between ABP Trust and RMR LLC. During the period October 1, 2013 through June 5, 2015, our Founders periodically made loans for working capital to RMR LLC, which loans were due on demand and accrued interest at the minimum monthly adjustable federal rate required for tax reporting. Since June 5, 2015 no such loans have been made by our Founders to RMR LLC or were outstanding. Loans for $57,000 made by our Founders to RMR LLC were outstanding for limited periods during the fiscal year ended September 30, 2014 ; and interest on these loans of $144 was paid to our Founders during the fiscal year ended September 30, 2014 . Relationships Between Client Companies Several of our Client Companies have material historical and ongoing relationships with other Client Companies. As of September 30, 2016 : HPT owned 8.8% of the outstanding common shares of TA; SNH owned 8.6% of the outstanding common stock of Five Star; GOV owned 27.9% of the outstanding common shares of SIR; and each of ABP Trust, the Managed REITs, Five Star and TA owned 14.3% of AIC. HPT is TA’s principal landlord and TA is HPT’s largest tenant, operating travel center locations owned by HPT pursuant to long term leases. SNH is Five Star’s principal landlord and Five Star is SNH’s largest tenant and manager of senior living communities, operating senior living communities owned by SNH pursuant to long term agreements. Sonesta managed 33 of HPT’s U.S. hotels pursuant to long term management agreements. Several of the independent trustees and independent directors of our publicly owned Client Companies also serve as independent trustees or independent directors of other publicly owned Client Companies. |