Related Person Transactions | Related Person Transactions Adam D. Portnoy, one of our Managing Directors, is the sole trustee of our controlling shareholder, ABP Trust, and owns a majority of ABP Trust's voting securities. As of March 31, 2018 , Adam D. Portnoy beneficially owned, in aggregate, directly and indirectly through ABP Trust, (i) 165,235 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 of RMR LLC. Adam D. Portnoy and Jennifer B. Clark, our other Managing Director, are also officers of ABP Trust and RMR Inc. and officers and employees of RMR LLC. Adam D. Portnoy is a Managing Trustee or Managing Director of each of the Managed REITs, Five Star and TA, and he is an owner and Director of Sonesta. Jennifer B. Clark is a Managing Trustee of SNH and a Director of Sonesta. Other officers of ours serve as Managing Trustees or Managing Directors of certain of the Managed REITs and TA. Upon completion of the ILPT initial public offering in January 2018, certain managing trustees and the executive officers of ILPT are officers and employees of us and RMR LLC. As of March 31, 2018 , GOV, HPT, SIR and SNH owned 1,214,225 , 2,503,777 , 1,586,836 and 2,637,408 of our Class A Common Shares, respectively, and Adam D. Portnoy beneficially owned, in aggregate, directly and indirectly through ABP Trust, 36.4% of Five Star’s outstanding common shares, 1.9% of GOV’s common shares, 1.5% of HPT’s outstanding common shares, less than 1% of ILPT’s outstanding common shares, 1.9% of SIR’s outstanding common shares and 1.3% of SNH’s outstanding common shares, 2.2% of RIF’s outstanding common shares and less than 1% of TA’s outstanding common shares and we owned (through Tremont Advisors) 19.2% of TRMT's outstanding common shares. All of the executive officers of the Managed REITs and AIC and many of the executive officers of the Managed Operators and RIF are also officers of RMR LLC. Additional information about our related person transactions appears in Note 8 below and in our Annual Report. Revenues from Related Parties For the three and six months ended March 31, 2018 and 2017 , we recognized total revenues from related parties as set forth in the following table: Three Months Ended March 31, Six Months Ended March 31, 2018 2017 2018 2017 $ % $ % $ % $ % Managed Equity REITs: GOV $ 13,231 22.3 % $ 8,938 16.4 % $ 26,740 9.6 % $ 17,163 10.7 % HPT 10,058 17.0 % 10,792 19.9 % 96,124 34.6 % 73,520 46.1 % ILPT 2,991 5.0 % — — % 2,991 1.1 % — — % SIR 8,548 14.4 % 11,062 20.4 % 45,537 16.4 % 22,019 13.8 % SNH 14,896 25.1 % 15,156 27.9 % 86,442 31.1 % 29,780 18.7 % 49,724 83.8 % 45,948 84.6 % 257,834 92.8 % 142,482 89.3 % Managed Operators: Five Star 2,388 4.0 % 2,403 4.4 % 5,078 1.8 % 4,767 3.0 % Sonesta 696 1.2 % 531 1.0 % 1,264 0.5 % 1,074 0.7 % TA 3,484 5.9 % 3,357 6.2 % 7,255 2.6 % 7,163 4.4 % 6,568 11.1 % 6,291 11.6 % 13,597 4.9 % 13,004 8.1 % Other: ABP Trust 1,331 2.2 % 960 1.8 % 2,610 1.0 % 1,731 1.1 % AIC 60 0.1 % 60 0.1 % 120 — % 120 — % RIF 699 1.3 % 607 1.1 % 1,428 0.5 % 1,213 0.8 % TRMT 642 1.1 % — — % 1,348 0.5 % — — % 2,732 4.7 % 1,627 3.0 % 5,506 2.0 % 3,064 1.9 % Total revenues from related parties 59,024 99.6 % 53,866 99.2 % 276,937 99.7 % 158,550 99.3 % Other unrelated parties 257 0.4 % 430 0.8 % 885 0.3 % 1,040 0.7 % $ 59,281 100.0 % $ 54,296 100.0 % $ 277,822 100.0 % $ 159,590 100.0 % On December 31, 2017, RMR LLC earned incentive business management fees from HPT, SIR and SNH of $74,572 , $25,569 and $55,740 , respectively, pursuant to its business management agreements with HPT, SIR and SNH. HPT, SIR and SNH paid these incentive fees to us in January 2018. On December 31, 2016, RMR LLC earned a $52,407 incentive business management fee from HPT pursuant to its business management agreement with HPT. HPT paid this incentive fee to us in January 2017. All of these incentive fees are included in the table above. These incentive fees are calculated annually at the end of each calendar year. Amounts Due From Related Parties The following table represents amounts due from related parties: March 31, September 30, 2018 2017 Managed Equity REITs: GOV $ 7,266 $ 6,369 HPT 6,674 7,968 ILPT 1,351 — SIR 5,094 7,351 SNH 7,951 9,550 28,336 31,238 Managed Operators: Five Star 351 305 Sonesta 27 1 TA 502 444 880 750 Other Client Companies: ABP Trust 639 551 AIC 20 22 RIF 36 36 TRMT 1,312 115 2,007 724 $ 31,223 $ 32,712 Leases As of March 31, 2018 , RMR LLC 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 $1,256 and $1,059 for the three months ended March 31, 2018 and 2017 , respectively, and $2,284 and $2,109 for the six months ended March 31, 2018 and 2017 , 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. In connection with the Tax Act and the resulting lower corporate income tax rates applicable to RMR Inc., we remeasured the amounts due pursuant to our tax receivable agreement with ABP Trust and reduced our liability by $24,710 , or $1.53 per share, which is presented on our condensed consolidated statements of comprehensive income for the six months ended March 31, 2018 as tax receivable agreement remeasurement. As of March 31, 2018 , our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $37,289 , including $2,935 classified as a current liability that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2018. 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 six months ended March 31, 2018 and 2017 , pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $46,710 and $37,500 , respectively, of which $24,229 and $19,402 , respectively, was distributed to us and $22,481 and $18,098 , respectively, was distributed to ABP Trust, based on each membership unit holder’s respective ownership percentage. The amounts distributed to us were eliminated in our condensed consolidated financial statements, and the amounts distributed to ABP Trust were recorded as a reduction of its noncontrolling interest. We used funds from these distributions to pay certain of our U.S. federal and state income tax liabilities and to pay part of our obligations under the tax receivable agreement. Other Barry M. Portnoy, a Managing Director of the Company, died on February 25, 2018. Mr. Barry Portnoy also served as a Managing Trustee or Managing Director of the Managed REITs, Managed Operators and RIF, and as a Director of Sonesta International Hotels Corporation. Pursuant to the terms of the share award agreements, upon Mr. Barry Portnoy’s death, all of his then unvested shares of The RMR Group Inc. were immediately vested; this resulted in our recognizing $466 of equity based compensation for the three months ended March 31, 2018 . On March 29, 2018, David J. Hegarty announced his resignation from his position as an Executive Vice President of RMR LLC and as president and chief operating officer of SNH effective April 30, 2018. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Hegarty on March 29, 2018. Pursuant to his retirement agreement, Mr. Hegarty will remain an employee of RMR LLC until September 30, 2018 or such earlier date as he may elect. Under Mr. Hegarty’s retirement agreement, RMR LLC will pay him a cash payment in the amount of $1,250 following his resignation as an Executive Vice President of RMR LLC on April 30, 2018 and another cash payment in the amount of $1,250 following his resignation as an employee of RMR LLC, in each case, subject to RMR LLC’s receipt of a waiver and release. We will recognize these cash payments, net of amounts previously accrued, over Mr. Hegarty's remaining service period as Executive VP of RMR LLC, with the costs presented as separation costs on our condensed consolidated statements of comprehensive income. In addition, all of our unvested Class A Common Shares previously awarded to Mr. Hegarty will fully accelerate upon the date of his retirement from RMR LLC, subject to conditions. For the three and six months ended March 31, 2018 , we recorded $136 in separation costs and $316 in equity based compensation expense related to Mr. Hegarty's retirement agreement. Pursuant to his retirement agreement, Mr. Hegarty agreed that, as long as he owns shares in us, he will vote those shares at shareholders’ meetings in favor of nominees for director and proposals recommended by our Board of Directors. RMR LLC agreed to recommend to the board of trustees or board of directors, as applicable, of each Managed Equity REIT, TA and FVE that all of the unvested shares he owns of such company will fully accelerate upon his resignation as an employee of RMR LLC, subject to conditions, and Mr. Hegarty made similar agreements, for the benefit of those companies, regarding voting of his shares of those companies. Mr. Hegarty’s retirement agreement contains other terms and conditions, including cooperation, confidentiality, non-solicitation, non-competition and other covenants, and a waiver and release. Effective December 31, 2017, Thomas M. O’Brien resigned from his position as an Executive Vice President and employee of RMR LLC and as president, chief executive officer and a managing director of TA. In connection with Mr. O’Brien’s resignation, RMR LLC and TA entered into a retirement agreement with Mr. O’Brien on November 29, 2017. Under Mr. O'Brien's retirement agreement, all 5,600 of our unvested Class A Common Shares previously awarded to Mr. O’Brien were fully accelerated on December 31, 2017, and we recorded $332 , the aggregate value of those shares on such date, as equity based compensation expense for the three months ended December 31, 2017 . Pursuant to his retirement agreement, Mr. O’Brien granted to TA or its nominee a right of first refusal in the event he determines to sell any of his shares of TA, pursuant to which TA may elect during a specified period to purchase those shares at the average closing price per share for the ten trading days preceding the date of Mr. O'Brien's written notice to TA. In the event that TA declines to exercise its purchase right, RMR LLC may elect to purchase such shares at the price offered to TA. Mr. O’Brien also agreed that, as long as he owns shares in us, he will vote those shares at shareholders’ meetings in favor of nominees for director and proposals recommended by TA's Board of Directors. Mr. O’Brien made similar agreements regarding the voting of shares he owns of each Managed Equity REIT, TA and FVE for the benefit of those companies, respectively. Mr. O’Brien’s retirement agreement contains other terms and conditions, including cooperation, confidentiality, non-solicitation, non-competition and other covenants, and a waiver and release. Mr. O’Brien’s retirement agreement also contains certain terms relating to his service as president and chief executive officer of TA and compensation payable to him by TA. |