Related Person Transactions | Related Person Transactions As of June 30, 2017 , our Managing Directors own in aggregate, directly and indirectly through ABP Trust, (i) 146,213 shares of Class A common stock of RMR Inc., or Class A Common Shares; (ii) all of the outstanding shares of Class B-1 common stock of RMR Inc., or Class B-1 Common Shares; (iii) all of the outstanding shares of Class B-2 common stock of RMR Inc., or Class B-2 Common Shares; and (iv) 15,000,000 Class A Units. Our Managing Directors are also officers of RMR Inc. and of RMR LLC. Our Managing Directors are also managing trustees of each of the Managed REITs. As of June 30, 2017 , GOV, HPT, SIR and SNH owned 1,214,225 ; 2,503,777 ; 1,586,836 and 2,637,408 Class A Common Shares, respectively, and our Managing Directors beneficially owned, in aggregate, 2.5% of GOV’s common shares, 1.4% of HPT’s outstanding common shares, 1.9% of SIR’s outstanding common shares and 1.3% of SNH’s outstanding common shares. Barry M. Portnoy is a managing director of Five Star and of TA. As of June 30, 2017 , our Managing Directors beneficially owned, in aggregate, less than one percent of TA's outstanding common shares and 36.7% of Five Star’s outstanding common shares. Our Managing Directors are also the owners and directors of Sonesta and are directors of AIC. All of the executive officers of the Managed REITs and many of the executive officers of the Managed Operators are also officers and employees of RMR LLC. Additional information about our related person transactions appears in Note 7 below. Revenues from Related Parties For the three and nine months ended June 30, 2017 and 2016 , we recognized revenues from related parties as set forth in the following table: Three Months Ended June 30, Nine Months Ended June 30, 2017 2016 2017 2016 $ % $ % $ % $ % Managed REITs: GOV $ 9,139 16.4 % $ 8,310 15.9 % $ 26,302 12.3 % $ 23,351 11.1 % HPT 10,636 19.2 % 9,840 18.8 % 84,156 39.1 % 90,621 43.0 % SIR 11,089 20.0 % 10,824 20.7 % 33,108 15.4 % 30,722 14.6 % SNH 15,653 28.2 % 14,855 28.5 % 45,433 21.1 % 42,190 20.0 % 46,517 83.8 % 43,829 83.9 % 188,999 87.9 % 186,884 88.7 % Managed Operators: Five Star 2,439 4.4 % 2,387 4.6 % 7,206 3.4 % 7,109 3.4 % Sonesta 671 1.2 % 594 1.1 % 1,745 0.8 % 1,503 0.7 % TA 3,659 6.6 % 4,013 7.7 % 10,822 5.0 % 10,959 5.2 % 6,769 12.2 % 6,994 13.4 % 19,773 9.2 % 19,571 9.3 % Other: AIC 60 0.1 % 60 0.1 % 180 0.1 % 180 0.1 % RIF 613 1.1 % 600 1.1 % 1,826 0.8 % 1,741 0.8 % ABP Trust 1,024 1.9 % 728 1.5 % 2,755 1.3 % 2,240 1.1 % 1,697 3.1 % 1,388 2.7 % 4,761 2.2 % 4,161 2.0 % Total revenues from related parties 54,983 99.1 % 52,211 100.0 % 213,533 99.3 % 210,616 100.0 % Other unrelated parties 519 0.9 % — — % 1,559 0.7 % 58 — % $ 55,502 100.0 % $ 52,211 100.0 % $ 215,092 100.0 % $ 210,674 100.0 % In March 2017, RMR LLC entered into a management agreement with a subsidiary of SNH related to a medical office building located in Boston in connection with a joint venture arrangement for that building. Under that agreement, the SNH subsidiary pays RMR LLC certain business management fees, which fees are credited against the business management fees SNH pays to RMR LLC. We include these fees within the amount of business management fees we report as earned by RMR LLC from SNH. On December 31, 2016, RMR LLC earned a $52,407 incentive business management fee from HPT pursuant to our business management agreement with HPT. HPT paid this incentive fee in January 2017. On December 31, 2015, RMR LLC earned a $62,263 incentive business management fee from HPT pursuant to our business management agreement with HPT. This $62,263 incentive fee was paid in January 2016. Under 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 portion of the $62,263 incentive fee allocated solely to ABP Trust pursuant to this provision was $26,611 . Amounts Due From Related Parties The following table represents amounts due from related parties as of the dates listed: June 30, September 30, 2017 2016 Managed REITs: GOV $ 5,832 $ 6,165 HPT 11,973 7,800 SIR 6,244 7,190 SNH 8,801 9,733 32,850 30,888 Managed Operators: Five Star 359 291 Sonesta 24 5 TA 436 711 819 1,007 Other Client Companies: AIC 20 21 RIF 34 17 ABP Trust 582 683 636 721 $ 34,305 $ 32,616 Leases As of June 30, 2017 , we leased from ABP Trust and certain Managed REITs office space for use as our headquarters and regional offices. We incurred rental expense under related party leases aggregating $1,056 and $1,077 for the three months ended June 30, 2017 and 2016 , respectively, and $3,165 and $3,190 for the nine months ending June 30, 2017 and 2016 , respectively. Tax Related Payments Pursuant to our tax receivable agreement with ABP Trust, RMR Inc. pays to ABP Trust 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, 2017 , we made no payments to ABP Trust pursuant to this agreement. As of June 30, 2017 , our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $64,929 , including $2,900 classified as a current liability that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2017. Under the RMR LLC operating agreement, RMR LLC is 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, 2017 , pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $56,230 , of which $29,097 was distributed to us and $27,133 was distributed to ABP Trust, based on each membership unit holder’s respective ownership percentage. The $29,097 distributed to us was eliminated in our condensed consolidated financial statements, and the $27,133 distributed to ABP Trust was recorded as a reduction of its noncontrolling interest. We used funds from these distributions for payment of certain U.S. federal and state income tax liabilities. We also expect to use funds from these distributions to pay part of our obligations under the tax receivable agreement. Other In June 2017, we became aware that we had been a victim of a criminal fraud that law enforcement authorities refer to as business email compromise fraud. This fraud involved a person pretending to be the representative of the seller in a property acquisition transaction for one of our Managed REITs. The imposter provided fraudulent wire instructions to one of our senior employees. As a result, funds were sent by wire transfer to an account that was believed to be, but in fact was not, the seller’s account, which resulted in our incurring a loss of $590 , as well as additional expenses of $95 in connection with this matter for the quarter ended June 30, 2017. We recorded these amounts in general and administrative expense in our condensed consolidated statements of comprehensive income. We are working with law enforcement authorities and the banks involved in the wire transfer to pursue recovery of the $590 , but at this time we do not know whether we will be able to recover any of these funds, and we have been advised that it may take several months before we are better able to evaluate our recovery prospects. The Managed REIT did not incur any loss in connection with this matter. |