Related Person Transactions | Related Person Transactions Adam D. Portnoy, one of our Managing Directors, is the sole trustee of ABP Trust, and owns a majority of ABP Trust’s voting securities. As of March 31, 2019 , he beneficially owned, in aggregate, (i) 132,002 shares of Class A common stock of RMR Inc., or Class A Common Shares; (ii) all the outstanding shares of Class B-1 common stock of RMR Inc., or Class B-1 Common Shares; (iii) all 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 also a managing trustee or managing director of each of the Managed REITs, Five Star, RIF and TA, a director of AIC and the majority owner and director of Sonesta. Jennifer B. Clark, our other Managing Director, is a managing trustee of RIF and SNH, president of AIC and a director of Sonesta. As of March 31, 2019 , HPT, OPI and SNH owned 2,503,777 , 2,801,061 and 2,637,408 Class A Common Shares, respectively, and Adam D. Portnoy beneficially owned, in aggregate, 35.7% of Five Star’s outstanding common shares, 1.1% of HPT’s outstanding common shares, 1.2% of ILPT’s outstanding common shares, 1.5% of OPI’s outstanding common shares, 1.1% of SNH’s outstanding common shares, 4.0% of TA’s outstanding common shares (including through RMR LLC), 2.2% of RIF’s outstanding common shares, and 19.0% of TRMT’s outstanding common shares (including through Tremont Advisors). All the officers of the Managed Equity REITs, AIC and the Open End Fund are officers or employees of RMR LLC. All of TRMT’s officers are officers or employees of Tremont Advisors or RMR LLC. Many of the executive officers of the Managed Operators are officers or employees of RMR LLC. All of RIF’s officers are officers or employees of RMR Advisors or RMR LLC. Some of our executive officers are also managing directors or managing trustees of certain of the Managed REITs, the Managed Operators and RIF. As of March 31, 2019 , ABP Trust owned 14.3% of AIC and 206,300 limited partner units of the Open End Fund and RMR LLC owned no limited partnership units, but has committed to contributing $100,000 to the Open End Fund. The general partner of the Open End Fund is a subsidiary of ABP Trust. Additional information about our related person transactions appears in Note 8, Shareholders’ Equity , below and in our 2018 Annual Report. Revenues from Related Parties For the three and six months ended March 31, 2019 and 2018 , we recognized revenues from related parties as set forth in the following table: Three Months Ended March 31, Six Months Ended March 31, 2019 (1)(2) 2018 (2) 2019 (1)(2) 2018 (2) $ % $ % $ % $ % Managed Equity REITs: HPT (3) $ 11,448 8.8 % $ 10,058 17.0 % $ 77,844 19.0 % $ 96,124 34.6 % ILPT 6,874 5.3 2,991 5.0 15,334 3.7 2,991 1.1 OPI (4) 58,114 44.7 13,231 22.3 114,357 27.9 26,740 9.6 SIR (3)(4) — — 8,548 14.4 47,843 11.7 45,537 16.4 SNH (3) 36,851 28.3 14,896 25.1 122,830 29.9 86,442 31.1 113,287 87.1 49,724 83.8 378,208 92.2 257,834 92.8 Managed Operators: Five Star 2,439 1.9 2,388 4.0 4,852 1.2 5,078 1.8 Sonesta 782 0.6 696 1.2 1,539 0.4 1,264 0.5 TA 3,229 2.5 3,484 5.9 7,081 1.7 7,255 2.6 6,450 5.0 6,568 11.1 13,472 3.3 13,597 4.9 Client Companies: ABP Trust 3,935 3.0 1,331 2.2 7,270 1.8 2,610 1.0 AIC 60 — 60 0.1 120 — 120 — Open End Fund 4,633 3.6 — — 8,110 2.0 — — RIF 725 0.5 699 1.3 1,458 0.3 1,428 0.5 TRMT 879 0.7 642 1.1 1,574 0.4 1,348 0.5 10,232 7.8 2,732 4.7 18,532 4.5 5,506 2.0 Total revenues from related parties 129,969 99.9 59,024 99.6 410,212 100.0 276,937 99.7 Revenues from unrelated parties 127 0.1 257 0.4 197 — 885 0.3 $ 130,096 100.0 % $ 59,281 100.0 % $ 410,409 100.0 % $ 277,822 100.0 % (1) Revenues from related parties for the three and six months ended March 31, 2019 includes Other client company reimbursable expenses of $73,323 and $171,399 , respectively, and reflects the adoption of ASC 606 as summarized in Note 3, Revenue Recognition. (2) Revenues from related parties for the three months ended March 31, 2019 and 2018 include $13,412 and $11,657 of reimbursable compensation and benefits, respectively. Revenues from related parties for the six months ended March 31, 2019 and 2018 include $27,285 and $24,365 of reimbursable compensation and benefits, respectively. (3) The amounts for the six months ended March 31, 2019 include incentive business management fees of $53,635 , $25,817 and $40,642 , which RMR LLC earned from HPT, SIR and SNH, respectively, and which were paid in January 2019. The amounts for the six months ended March 31, 2018 include incentive business management fees of $74,572 , $25,569 and $55,740 , which RMR LLC earned from HPT, SIR and SNH, respectively, and which were paid in January 2018 . (4) SIR merged with and into OPI on December 31, 2018 with OPI continuing as the surviving entity. This table presents revenues for the three and six months ended March 31, 2018 from SIR separately as they relate to periods prior to this merger. Amounts Due From Related Parties The following table represents amounts due from related parties as of the dates indicated: March 31, September 30, 2019 2018 Managed Equity REITs: HPT $ 10,161 $ 8,391 ILPT 4,042 2,692 OPI 29,402 7,870 SIR — 5,887 SNH 18,393 9,705 61,998 34,545 Managed Operators: Five Star 253 281 Sonesta 49 30 TA 626 599 928 910 Client Companies: ABP Trust 1,703 383 AIC 27 20 Open End Fund 2,259 608 RIF 65 31 TRMT 632 532 4,686 1,574 $ 67,612 $ 37,029 Leases As of March 31, 2019 , 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 amounting to $1,571 and $1,256 for the three months ended March 31, 2019 and 2018 , respectively, and $2,858 and $2,284 for the six months ended March 31, 2019 and 2018, 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 in our condensed consolidated statements of comprehensive income for the six months ended March 31, 2018 as tax receivable agreement remeasurement. As of March 31, 2019 , our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $34,327 , including $2,279 classified as a current liability that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2019. 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 estimated tax liabilities of its members estimated quarterly, subject to future adjustment based on actual results. For the six months ended March 31, 2019 and 2018 , pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $40,909 and $46,710 , respectively, of which $21,256 and $24,229 , respectively, was distributed to us and $19,653 and $22,481 , 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. Credit Agreement between TRMT and Tremont Advisors On February 4, 2019, TRMT entered into a credit agreement with Tremont Advisors as the lender, or the Credit Agreement. The Credit Agreement was subsequently amended on May 3, 2019. Pursuant to the terms of Credit Agreement, as amended, TRMT may, from time to time within six months after entering into the Credit Agreement, borrow amounts up to $50,000 in unsecured loans at a fixed rate of six and one-half percent ( 6.5% ) per annum. The Credit Agreement contains customary representations, covenants and events of default and is subordinated in right of payment to TRMT’s master repurchase facility. The Credit Agreement matures on the later of February 4, 2022 or 30 days following maturity of TRMT’s secured financing arrangements, as defined. The Credit Agreement requires TRMT to prepay any amount borrowed upon public issuance of equity interest or issuance of preferred equity, as defined. Tremont Advisors Intent to Purchase Additional Common Shares of TRMT On May 3, 2019, TRMT filed a shelf registration statement on Form S-11 with the SEC. Tremont Advisors, which currently owns 18.9% of TRMT’s outstanding common shares, intends to participate in the offering and purchase additional common shares at the public offering price to maintain its ownership at approximately 20% . Other Effective November 30, 2018, John C. Popeo resigned from his positions as an Executive Vice President of RMR LLC, as managing trustee, president and chief executive officer of ILPT and as chief financial officer and treasurer of SIR. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Popeo on October 24, 2018, pursuant to which, subject to the terms thereof, RMR LLC paid him approximately $963 in cash following his resignation as an Executive Vice President of RMR LLC on November 30, 2018 and paid him an additional approximately $963 in cash following his resignation as an employee of RMR LLC on March 31, 2019. In addition, all of our unvested Class A Common Shares previously awarded to Mr. Popeo fully vested on March 31, 2019. As of March 31, 2019, there remained no further substantive performance obligations and we in turn recognized all provisions of the retirement agreement in our condensed consolidated statements of comprehensive income as separation costs, which included $1,953 of cash separation costs and $537 of equity based compensation related to Mr. Popeo’s retirement for the six months ended March 31, 2019 . Effective December 31, 2018, Mark L. Kleifges resigned from his positions as an Executive Vice President of RMR LLC, as managing trustee, chief financial officer and treasurer of GOV and RIF, as chief financial officer and treasurer of HPT and as president and chief executive officer of RMR Advisors. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Kleifges on October 24, 2018, pursuant to which, subject to the terms thereof, RMR LLC paid him approximately $1,594 in cash following his resignation as an Executive Vice President of RMR LLC on December 31, 2018 and will pay him an additional approximately $1,594 in cash following his resignation as an employee of RMR LLC on June 30, 2019. In addition, all of our unvested Class A Common Shares previously awarded to Mr. Kleifges will fully vest on June 30, 2019, subject to conditions. As of March 31, 2019, there remained no further substantive performance obligations and we in turn recognized all provisions of the retirement agreement in our condensed consolidated statements of comprehensive income as separation costs, which included $3,234 of cash separation costs and $537 of equity based compensation related to Mr. Kleifges’s retirement for the six months ended March 31, 2019 . Effective December 31, 2018, Bruce J. Mackey Jr. resigned from his positions as Executive Vice President of RMR LLC and president and chief executive officer of Five Star. In connection with his resignation, Five Star and RMR LLC entered into a separation agreement with Mr. Mackey on December 11, 2018, pursuant to which Mr. Mackey will remain an employee of Five Star and RMR LLC until December 31, 2019, or such earlier date as he may elect. Under his separation agreement, following his resignation, Mr. Mackey received a cash payment from Five Star in the amount of $600 in January 2019. In addition, he will also receive in 2019 release payments in the aggregate amount of $550 . RMR LLC will pay 20% and Five Star will pay 80% of the release payments. Mr. Mackey received the first of four equal, quarterly release payments of $138 in cash on March 29, 2019. In addition, all of our unvested Class A Common Shares previously awarded to Mr. Mackey will fully vest upon the date of his separation from Five Star, subject to conditions. For the three months ended March 31, 2019 we recorded $414 of equity based compensation costs related to Mr. Mackey’s retirement. For the six months ended March 31, 2019 we recorded $125 of cash separation costs and $414 of equity based compensation costs related to Mr. Mackey’s retirement. Effective April 30, 2018, David J. Hegarty resigned from his position as an Executive Vice President of RMR LLC and as president and chief operating officer of SNH and retired as an employee of RMR LLC on September 30, 2018. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Hegarty on March 29, 2018. For the three and six months ended March 31, 2018 , we recorded $136 in cash separation costs related to Mr. Hegarty’s retirement, as well as $316 and $483 of equity based separation costs for the three and six months ended March 31, 2018 , respectively. We also recognized separation costs of $11 in connection with other non-executive employees of RMR LLC for the six months ended March 31, 2019 . |