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 June 30, 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, RMRM 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 RMRM, a managing director of FVE and a director of Sonesta, and she serves as the secretary of all the publicly traded Client Companies and Sonesta and as an officer of ABP Trust. 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 June 30, 2020 , Adam D. Portnoy beneficially owned, in aggregate, 6.4% 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 RMRM’s outstanding common shares, and 19.5% of TRMT’s outstanding common shares (including through Tremont Advisors). Until its dissolution on February 13, 2020, ABP Trust owned 14.3% of AIC. The Managed Equity REITs, the Open End Fund, TRMT and RMRM all have no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs, the Open End Fund (until its dissolution on July 28, 2020) 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. 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. All officers, overhead and required office space of RMRM are provided or arranged by RMR Advisors. All of RMRM’s officers are officers or employees of RMR Advisors or RMR LLC. Many of the executive officers of the Managed Operators are officers or employees of RMR LLC. Some of our executive officers are also managing directors or managing trustees of certain of the Managed REITs, the Managed Operators and RMRM. As of June 30, 2020 , ABP Trust owned 100% of Centre Street and 206,300 limited partnership units, or 100% , of the Open End Fund. RMR LLC owned no limited partnership units of the Open End Fund, but as of June 30, 2020, had 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. On July 28, 2020, the Open End Fund was dissolved and RMR LLC’s $100,000 commitment was terminated as a result. In connection with the dissolution of the Open End Fund, the Transaction Agreement, dated as of July 31, 2018, between ABP Trust and RMR LLC was terminated. 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 nine months ended June 30, 2020 and 2019 , we recognized revenues from related parties as set forth in the following table: Three Months Ended June 30, Nine Months Ended June 30, 2020 2019 2020 2019 $ % $ % $ % $ % Managed Equity REITs: DHC (1) $ 43,472 31.4 % $ 43,483 30.3 % $ 128,076 29.1 % $ 166,313 30.0 % ILPT 10,034 7.2 12,664 8.8 36,649 8.3 27,998 5.1 OPI (2) 58,443 42.1 57,374 39.9 179,895 41.0 171,731 31.0 SIR (1) (2) — — — — — — 47,843 8.6 SVC (1) 12,156 8.8 11,887 8.3 48,341 11.0 89,731 16.2 124,105 89.5 125,408 87.3 392,961 89.4 503,616 90.9 Managed Operators: Five Star 2,227 1.6 2,466 1.7 6,953 1.6 7,318 1.3 Sonesta 209 0.2 881 0.6 1,477 0.3 2,420 0.4 TA 3,130 2.3 3,455 2.4 10,021 2.3 10,536 1.9 5,566 4.1 6,802 4.7 18,451 4.2 20,274 3.6 Other Client Companies: ABP Trust 3,024 2.2 3,476 2.5 9,195 2.2 10,746 1.9 AIC 2 — 187 0.1 98 — 307 0.1 Open End Fund 4,738 3.4 5,583 3.9 13,653 3.1 13,693 2.5 RMRM 585 0.4 767 0.5 2,139 0.5 2,225 0.4 TRMT 577 0.4 1,283 0.9 1,932 0.4 2,857 0.5 Centre Street 18 — — — 108 — — — 8,944 6.4 11,296 7.9 27,125 6.2 29,828 5.4 Total revenues from related parties 138,615 100.0 143,506 99.9 438,537 99.8 553,718 99.9 Revenues from unrelated parties 34 — 209 0.1 865 0.2 406 0.1 $ 138,649 100.0 % $ 143,715 100.0 % $ 439,402 100.0 % $ 554,124 100.0 % (1) The amounts for the nine months ended June 30, 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 nine months ended June 30, 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: June 30, September 30, 2020 2019 Managed Equity REITs: DHC $ 28,374 $ 25,505 ILPT 5,835 10,630 OPI 35,640 39,233 SVC 10,089 18,933 79,938 94,301 Managed Operators: Five Star 361 136 Sonesta 69 37 TA 454 392 884 565 Other Client Companies: ABP Trust 1,108 2,580 AIC 7 7 Open End Fund 2,161 4,567 RMRM 165 75 TRMT 877 664 Centre Street 9 — 4,327 7,893 $ 85,149 $ 102,759 Leases As of June 30, 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 $1,367 and $1,366 for the three months ended June 30, 2020 and 2019 , respectively, and $4,230 and $4,224 for the nine months ended June 30, 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 June 30, 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 nine months ended June 30, 2020 and 2019 , pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $23,062 and $59,279 , respectively, of which $12,127 and $30,807 , respectively, was distributed to us and $10,935 and $28,472 , 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 served as an employee of RMR LLC through June 30, 2020. Under Mr. Rebholz’s retirement agreement, RMR LLC paid 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 paid Mr. Rebholz an additional cash payment of $250 in 2020. 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 nine months ended June 30, 2020 . For the three and nine months ended June 30, 2020 and 2019 , we recognized cash and equity based separation costs as set forth in the following table: Three Months Ended June 30, Nine Months Ended June 30, 2020 2019 2020 2019 Former executive officers: Cash separation costs $ — $ — $ 260 $ 5,312 Equity based separation costs — — 281 1,488 — — 541 6,800 Former nonexecutive officers: Cash separation costs — 142 80 153 Equity based separation costs — 97 24 97 — 239 104 250 Total separation costs $ — $ 239 $ 645 $ 7,050 |