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 March 31, 2020, Adam D. Portnoy beneficially owned, in aggregate, (i) 147,502 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 Sonesta (and its parent) and is a controlling shareholder of Sonesta. Jennifer B. Clark, our other Managing Director, is a managing trustee of DHC and RIF, a managing director of FVE and a director of Sonesta. Prior to its dissolution on February 13, 2020, Mr. Portnoy was a director of AIC and Ms. Clark was the president and chief executive officer of AIC. As of March 31, 2020 , Adam D. Portnoy beneficially owned, in aggregate, 6.3% of Five Star’s outstanding common shares, 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 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 (until its dissolution on February 13, 2020), pursuant to management agreements with them. All the officers of the Managed Equity REITs 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. RIF has no employees. All officers, overhead and required office space of RIF are provided or arranged by RMR Advisors. 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, 2020 , ABP Trust owned 100% of Centre Street and 206,300 limited partnership units, or 100% , of the Open End Fund and RMR LLC owned no limited partnership units of, 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. Until its dissolution on February 13, 2020, ABP Trust owned 14.3% of AIC. 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 and six months ended March 31, 2020 and 2019 , we recognized revenues from related parties as set forth in the following table: Three Months Ended March 31, Six Months Ended March 31, 2020 2019 2020 2019 $ % $ % $ % $ % Managed Equity REITs: DHC (1) $ 41,047 29.1 % $ 36,851 28.3 % $ 84,604 28.1 % $ 122,830 29.9 % ILPT 10,274 7.3 6,874 5.3 26,615 8.8 15,334 3.7 OPI (2) 56,569 40.2 58,114 44.7 121,452 40.4 114,357 27.9 SIR (1) (2) — — — — — — 47,843 11.7 SVC (1) 17,061 12.1 11,449 8.8 36,185 12.0 77,844 19.0 124,951 88.7 113,288 87.1 268,856 89.3 378,208 92.2 Managed Operators: Five Star 2,450 1.7 2,439 1.9 4,726 1.6 4,852 1.2 Sonesta 643 0.5 782 0.6 1,268 0.4 1,539 0.4 TA 3,446 2.4 3,228 2.5 6,891 2.3 7,081 1.7 6,539 4.6 6,449 5.0 12,885 4.3 13,472 3.3 Other Client Companies: ABP Trust 2,854 2.1 3,935 3.0 6,171 2.2 7,270 1.8 AIC 5 — 60 — 96 — 120 — Open End Fund 4,919 3.5 4,633 3.6 8,915 3.0 8,110 2.0 RIF 743 0.5 725 0.5 1,554 0.5 1,458 0.3 TRMT 658 0.5 879 0.7 1,355 0.5 1,574 0.4 Centre Street 90 0.1 — — 90 — — — 9,269 6.7 10,232 7.8 18,181 6.2 18,532 4.5 Total revenues from related parties 140,759 100.0 129,969 99.9 299,922 99.8 410,212 100.0 Revenues from unrelated parties 102 — 127 0.1 831 0.2 197 — $ 140,861 100.0 % $ 130,096 100.0 % $ 300,753 100.0 % $ 410,409 100.0 % (1) The amounts for the six months ended March 31, 2019 include incentive business management fees of $40,642 , $25,817 and $53,635 , which RMR LLC earned for the 2018 calendar year from DHC, SIR and SVC, respectively, and which were paid in January 2019. (2) OPI acquired SIR by merger on December 31, 2018. This table presents revenues for the six months ended March 31, 2019 from SIR separately as they relate to a period 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, 2020 2019 Managed Equity REITs: DHC $ 19,428 $ 25,505 ILPT 6,508 10,630 OPI 33,900 39,233 SVC 13,070 18,933 72,906 94,301 Managed Operators: Five Star 203 136 Sonesta — 37 TA 348 392 551 565 Other Client Companies: ABP Trust 1,714 2,580 AIC 7 7 Open End Fund 2,807 4,567 RIF 79 75 TRMT 1,019 664 Centre Street 45 — 5,671 7,893 $ 79,128 $ 102,759 Leases As of March 31, 2020 , 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 of $1,430 and $1,571 for the three months ended March 31, 2020 and 2019 , respectively, and $2,863 and $2,858 for the six months ended March 31, 2020 and 2019 , 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 March 31, 2020 , 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, subject to future adjustment based on actual results. For the six months ended March 31, 2020 and 2019 , pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $16,792 and $40,909 , respectively, of which $8,806 and $21,256 , respectively, was distributed to us and $7,986 and $19,653 , 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 We entered into retirement agreements with each of Mark L. Kleifges, Bruce J. Mackey Jr. and John C. Popeo, each a former Executive Vice President of RMR LLC, between October 25, 2018 and December 11, 2018 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 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, RMR LLC is continuing to pay Mr. Rebholz an annual base salary of $75 until June 30, 2020 and RMR LLC paid him a cash bonus in respect of 2019 of $250 in December 2019. RMR LLC also agreed to pay Mr. Rebholz an additional cash payment of $250 in 2020, subject to certain conditions. In addition, in January 2020, we accelerated the vesting of all 7,300 unvested shares of RMR Inc. owned by Mr. Rebholz as of his retirement date, June 30, 2020. We recorded approximately $281 of equity based separation costs related to the acceleration of these shares for the three months ended March 31, 2020. For the three and six months ended March 31, 2020 and 2019 , we recognized cash and equity based separation costs as set forth in the following table: Three Months Ended March 31, Six Months Ended March 31, 2020 2019 2020 2019 Former executive officers: Cash separation costs $ — $ — $ 260 $ 5,312 Equity based separation costs 281 414 281 1,488 281 414 541 6,800 Former nonexecutive officers: Cash separation costs 80 — 80 11 Equity based separation costs 24 — 24 — 104 — 104 11 Total separation costs $ 385 $ 414 $ 645 $ 6,811 |