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 June 30, 2018 , Adam D. Portnoy beneficially owned, in aggregate, directly and indirectly through ABP Trust, (i) 165,365 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. As of June 30, 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, 2.0% of SIR’s outstanding common shares, 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) 19.1% 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 2017 Annual Report. Revenues from Related Parties For the three and nine months ended June 30, 2018 and 2017 , we recognized revenues from related parties as set forth in the following table: Three Months Ended June 30, Nine Months Ended June 30, 2018 2017 2018 2017 $ % $ % $ % $ % Managed Equity REITs: GOV $ 13,508 21.8 % $ 9,139 16.4 % $ 40,248 11.8 % $ 26,302 12.3 % HPT 10,803 17.5 10,636 19.2 106,926 31.5 84,156 39.1 ILPT 3,744 6.0 — — 6,735 2.0 — — SIR 8,448 13.6 11,089 20.0 53,987 15.9 33,108 15.4 SNH 15,364 24.7 15,653 28.2 101,806 30.0 45,433 21.1 51,867 83.6 46,517 83.8 309,702 91.2 188,999 87.9 Managed Operators: Five Star 2,383 3.8 2,439 4.4 7,462 2.2 7,206 3.4 Sonesta 836 1.3 671 1.2 2,099 0.6 1,745 0.8 TA 4,052 6.6 3,659 6.6 11,307 3.3 10,822 5.0 7,271 11.7 6,769 12.2 20,868 6.1 19,773 9.2 Other: ABP Trust 1,258 2.0 1,024 1.9 3,868 1.1 2,755 1.3 AIC 60 0.1 60 0.1 180 0.1 180 0.1 RIF 706 1.1 613 1.1 2,134 0.6 1,826 0.8 TRMT 639 1.0 — — 1,986 0.6 — — 2,663 4.2 1,697 3.1 8,168 2.4 4,761 2.2 Total revenues from related parties 61,801 99.5 54,983 99.1 338,738 99.7 213,533 99.3 Other unrelated parties 283 0.5 519 0.9 1,168 0.3 1,559 0.7 $ 62,084 100.0 % $ 55,502 100.0 % $ 339,906 100.0 % $ 215,092 100.0 % 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 as of the dates indicated: June 30, September 30, 2018 2017 Managed Equity REITs: GOV $ 7,707 $ 6,369 HPT 6,557 7,968 ILPT 1,449 — SIR 5,107 7,351 SNH 8,111 9,550 28,931 31,238 Managed Operators: Five Star 292 305 Sonesta 41 1 TA 668 444 1,001 750 Other Client Companies: ABP Trust 680 551 AIC 20 22 RIF 63 36 TRMT 239 115 1,002 724 $ 30,934 $ 32,712 Leases As of June 30, 2018 , RMR LLC leased from ABP Trust and certain Managed Equity REITs office space for use as our headquarters and local offices. We incurred rental expense under related party leases aggregating $1,274 and $1,056 for the three months ended June 30, 2018 and 2017 , respectively, and $3,558 and $3,165 for the nine months ended June 30, 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 nine months ended June 30, 2018 as tax receivable agreement remeasurement. As of June 30, 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 nine months ended June 30, 2018 and 2017 , pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $68,232 and $56,230 , respectively, of which $35,392 and $29,097 , respectively, was distributed to us and $32,840 and $27,133 , 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 On July 31, 2018, RMR LLC entered into a transaction agreement pursuant to which RMR LLC is committing to contribute up to $100,000 and ABP Trust is contributing $206,000 of owned office properties to a newly formed private open end real estate fund, the RMR Office Property Fund LP, or the Fund. The Fund will be focused on the acquisition, ownership and leasing of a diverse portfolio of commercial office properties throughout the United States. The Fund’s General Partner will be a wholly owned subsidiary of ABP Trust and RMR LLC and ABP Trust will be limited partners of the Fund. RMR LLC will manage the Fund and it will receive annual fund administration fees equal to 1.0% of the Fund's net asset value. In addition, RMR LLC will receive property management fees equal to 3.0% of all rents collected from commercial real estate investments and 5.0% of costs of construction or any improvement at commercial real estate investments held by the Fund. 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 paid him $1,250 following his resignation as an Executive Vice President of RMR LLC on April 30, 2018 and it will make another cash payment to him in the amount of $1,250 following his resignation as an employee of RMR LLC, 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 Vice President 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 nine months ended June 30, 2018 , we recorded $55 and $371 in equity based compensation expense, respectively, related to Mr. Hegarty's retirement agreement. 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 . |