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 all of ABP Trust’s voting securities and a majority of the economic interests of ABP Trust. As of December 31, 2019, Adam D. Portnoy beneficially owned, in aggregate, (i) 144,502 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. Matthew P. Jordan, our Executive Vice President, Chief Financial Officer and Treasurer is also an officer of ABP Trust and an officer and employee of RMR LLC. Adam D. Portnoy is also the chair of the board of trustees of each of the Managed Equity REITs, the chair of the board of directors of each of Five Star and TA, 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 DHC and RIF, president and chief executive officer of AIC and a director of Sonesta. As of December 31, 2019 , Adam D. Portnoy beneficially owned, in aggregate, 35.3% of Five Star’s outstanding common shares ( 6.3% as of January 1, 2020), 1.1% of SVC’s outstanding common shares, 1.2% of ILPT’s outstanding common shares, 1.5% of OPI’s outstanding common shares, 1.1% of DHC’s outstanding common shares, 4.0% of TA’s outstanding common shares (including through RMR LLC), 2.3% of RIF’s outstanding common shares, and 19.5% of TRMT’s outstanding common shares (including through Tremont Advisors). The Managed Equity REITs and AIC have no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs and AIC pursuant to management agreements with them. All the officers of the Managed Equity REITs, AIC and the Open End Fund are officers or employees of RMR LLC. TRMT has no employees. All the officers, overhead and required office space of TRMT are provided or arranged by Tremont Advisors. 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 December 31, 2019, ABP Trust owned 100% of Centre Street, 14.3% of AIC and 206,300 limited partner units, or 100% , 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 and is not entitled to any compensation for services rendered to the Open End Fund in its capacity as general partner. Additional information about our related person transactions appears in Note 8, Shareholders’ Equity , below and in our 2019 Annual Report. Revenues from Related Parties For the three months ended December 31, 2019 and 2018 , we recognized revenues from related parties as set forth in the following table: Three Months Ended December 31, (1) 2019 2018 $ % $ % Managed Equity REITs: DHC (2) $ 43,557 27.2 % $ 85,979 30.7 % ILPT 16,341 10.2 8,460 3.0 OPI (3) 64,883 40.6 56,243 20.1 SIR (2) (3) — — 47,843 17.1 SVC (2) 19,124 12.0 66,395 23.7 143,905 90.0 264,920 94.6 Managed Operators: Five Star 2,276 1.4 2,413 0.9 Sonesta 625 0.4 757 0.3 TA 3,445 2.2 3,853 1.4 6,346 4.0 7,023 2.6 Other Client Companies: ABP Trust 3,317 2.1 3,335 1.2 AIC 91 0.1 60 — Open End Fund 3,996 2.5 3,477 1.2 RIF 811 0.5 733 0.2 TRMT 697 0.4 695 0.2 8,912 5.6 8,300 2.8 Total revenues from related parties 159,163 99.6 280,243 100.0 Revenues from unrelated parties 729 0.4 70 — $ 159,892 100.0 % $ 280,313 100.0 % (1) Revenues from related parties for the three months ended December 31, 2019 and 2018 include (i) reimbursable compensation and benefits of $13,795 and $13,873 , respectively, and (ii) other client company reimbursable expenses of $97,975 and $98,076 , respectively. (2) The amounts for the three months ended December 31, 2018 include incentive business management fees of $40,642 , $25,817 and $53,635 , which RMR LLC earned from DHC, SIR and SVC, respectively, and which were paid in January 2019. (3) SIR merged with and into a subsidiary of OPI on December 31, 2018 , which subsidiary then merged into OPI, and SIR’s separate business and property management agreements with RMR LLC were terminated. The combined company continues to be managed by RMR LLC pursuant to OPI’s business and property management agreements with RMR LLC. This table presents the management services, reimbursable compensation and benefits and other client company reimbursable expenses revenues from SIR separately as they relate to periods prior to the merger with OPI. Amounts Due From Related Parties The following table represents amounts due from related parties as of the dates indicated: December 31, September 30, 2019 2019 Managed Equity REITs: DHC $ 25,197 $ 25,505 ILPT 7,748 10,630 OPI 34,717 39,233 SVC 10,988 18,933 78,650 94,301 Managed Operators: Five Star 181 136 Sonesta 13 37 TA 618 392 812 565 Other Client Companies: ABP Trust 2,338 2,580 AIC 7 7 Open End Fund 2,647 4,567 RIF 39 75 TRMT 772 664 5,803 7,893 $ 85,265 $ 102,759 Leases As of December 31, 2019 , we 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 $1,433 and $1,287 for the three months ended December 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. As of December 31, 2019 , our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $32,061 , including $2,111 classified as a current liability that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2020. 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 three months ended December 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 $7,993 and $16,722 , respectively, of which $4,163 and $8,685 , respectively, was distributed to us and $3,830 and $8,037 , 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. Separation Arrangements David J. Hegarty, Mark L. Kleifges, Bruce J. Mackey Jr., Thomas M. O’Brien and John C. Popeo, each a former Executive Vice President of RMR LLC, retired from and resigned their RMR LLC officer positions between November 29, 2017 and December 31, 2018. We entered into retirement agreements with these former officers in connection with their retirements. Pursuant to these agreements, we made various cash payments and accelerated the vesting of unvested shares RMR Inc. previously awarded to these retiring officers. We also enter into separation arrangements from time to time with other nonexecutive officers and employees of ours. There remains no further substantive performance obligations with respect to any such arrangements, and we in turn recognized all applicable provisions in our condensed consolidated statements of comprehensive income as separation costs. In December 2019, we entered into a retirement agreement with TA and a former executive officer of RMR LLC, Andrew J. Rebholz. Mr. Rebholz was also a managing director and chief executive officer of TA. Pursuant to his retirement agreement, Mr. Rebholz will continue to serve as an employee of RMR LLC through June 30, 2020. Under Mr. Rebholz’s retirement agreement, consistent with past practice, RMR LLC and TA will continue to pay Mr. Rebholz his current aggregate annual base salary of $375 until June 30, 2020 and RMR LLC and TA paid him an aggregate cash bonus in respect of 2019 of $1,250 in December 2019. RMR LLC and TA also agreed to pay Mr. Rebholz a combined cash payment of $1,250 in 2020, subject to certain conditions. Pursuant to the retirement agreement, TA has paid or will pay 80.0% of the above referenced amounts to Mr. Rebholz and RMR LLC has paid or will pay the remaining 20.0% , including any payroll taxes due. In addition, in January 2020, our Equity Plan Committee approved the acceleration of all 7,300 unvested shares owned by Mr. Rebholz of us as of his retirement date, June 30, 2020. We expect to record approximately $324 of equity based separation costs related to the acceleration of these shares in the quarter ending March 31, 2020. For the three months ended December 31, 2019 and 2018 , we recognized cash and equity based separation costs as set forth in the following table: Three Months Ended December 31, 2019 2018 Former executive officers: Cash separation costs $ 260 $ 5,312 Equity based separation costs — 1,074 260 6,386 Former nonexecutive officers: Cash separation costs — 11 — 11 Total separation costs $ 260 $ 6,397 |