Related Person Transactions | Related Person TransactionsAdam 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, 2020, Adam D. Portnoy beneficially owned, in aggregate, (i) 157,502 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 and TA, a director of Sonesta (and its parent) and the controlling shareholder of Sonesta, and a managing trustee of RMRM. Jennifer B. Clark is a managing trustee of DHC, a managing director of Five Star and a director of Sonesta (and its parent), and until January 5, 2021, she served as a managing trustee of RMRM. Ms. Clark also serves as the secretary of all the publicly traded client companies to which we provide management services and 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. In addition, Mr. Portnoy and Ms. Clark were officers of the general partner of the Open End Fund. As of December 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, 4.5% of TA’s outstanding common shares (including through RMR LLC), 2.3% of RMRM’s outstanding common shares, and 19.4% of TRMT’s outstanding common shares (including through Tremont Advisors). Until its dissolution on February 13, 2020, ABP Trust owned 14.3% of AIC. Until its dissolution on July 28, 2020, ABP Trust owned 100% of the limited partner units and controlled all of the assets of the Open End Fund. The Managed REITs all have no employees, and the Open End Fund and AIC had no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs, and did the same for 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 are, and all of the officers of AIC and the Open End Fund were, officers or employees of RMR LLC. All the officers, overhead and required office space of TRMT and RMRM are provided or arranged by Tremont Advisors. All of TRMT’s and RMRM’s officers are officers or employees of Tremont Advisors or RMR LLC. Many of the executive officers of the Managed Operating Companies 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 and the Managed Operating Companies. Additional information about our related person transactions appears in Note 8, Shareholders’ Equity , below and in our 2020 Annual Report. Revenues from Related Parties For the three months ended December 31, 2020 and 2019, we recognized revenues from related parties as set forth in the following table: Three Months Ended December 31, 2020 Three Months Ended December 31, 2019 Total Total Management Management and Advisory Total and Advisory Total Services Reimbursable Total Services Reimbursable Total Revenues Costs Revenues Revenues Costs Revenues Managed Public Real Estate Capital: DHC $ 8,922 $ 42,284 $ 51,206 $ 9,955 $ 33,602 $ 43,557 ILPT 4,874 5,191 10,065 5,574 10,767 16,341 OPI 9,267 55,527 64,794 10,163 54,720 64,883 SVC 10,217 5,012 15,229 13,673 5,451 19,124 Total Managed Equity REITs 33,280 108,014 141,294 39,365 104,540 143,905 RMRM 549 — 549 811 — 811 TRMT 37 966 1,003 36 661 697 Total Managed REITs 33,866 108,980 142,846 40,212 105,201 145,413 Managed Private Real Estate Capital: ABP Trust 1,056 5,217 6,273 223 3,094 3,317 AIC — — — — 91 91 Industrial Fund 514 1,035 1,549 — — — Open End Fund — — — 840 3,156 3,996 1,570 6,252 7,822 1,063 6,341 7,404 Managed Operating Companies: Five Star 1,976 70 2,046 2,252 24 2,276 Sonesta 353 — 353 579 46 625 TA 3,309 311 3,620 3,295 150 3,445 5,638 381 6,019 6,126 220 6,346 Total revenues from related parties 41,074 115,613 156,687 47,401 111,762 159,163 Revenues from unrelated parties 259 — 259 721 8 729 $ 41,333 $ 115,613 $ 156,946 $ 48,122 $ 111,770 $ 159,892 Amounts Due From Related Parties The following table represents amounts due from related parties as of the dates indicated: December 31, 2020 September 30, 2020 Accounts Reimbursable Accounts Reimbursable Receivable Costs Total Receivable Costs Total Managed Public Real Estate Capital: DHC $ 5,180 $ 17,309 $ 22,489 $ 5,548 $ 22,035 $ 27,583 ILPT 2,314 4,348 6,662 3,089 5,791 8,880 OPI 6,713 24,899 31,612 7,883 30,529 38,412 SVC 4,624 5,215 9,839 4,258 6,326 10,584 Total Managed Equity REITs 18,831 51,771 70,602 20,778 64,681 85,459 RMRM 26 — 26 — — — TRMT 4 504 508 19 614 633 Total Managed REITs 18,861 52,275 71,136 20,797 65,295 86,092 Managed Private Real Estate Capital: ABP Trust 978 2,393 3,371 1,106 2,364 3,470 Industrial Fund 435 519 954 — — — 1,413 2,912 4,325 1,106 2,364 3,470 Managed Operating Companies: Five Star 96 536 632 149 102 251 TA 106 3,535 3,641 176 380 556 202 4,071 4,273 325 482 807 $ 20,476 $ 59,258 $ 79,734 $ 22,228 $ 68,141 $ 90,369 Leases As of December 31, 2020, 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 $1,383 and $1,433 for the three months ended December 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 December 31, 2020, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $29,950, including $2,161 classified as a current liability that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2021. 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, 2020 and 2019, pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $5,855 and $7,993, respectively, of which $3,035 and $4,163, respectively, was distributed to us and $2,820 and $3,830, 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 certain of our former executive officers. 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. All costs associated with separation arrangements, for which there remain no substantive performance obligations, are recorded in our condensed consolidated statements of income as separation costs. In October 2020, we entered into a retirement agreement with David M. Blackman, a former Executive Vice President of RMR LLC. Mr. Blackman, at the time, also served as president, chief executive officer and a director of Tremont Realty Advisors LLC, president, chief executive officer and managing trustee of TRMT, president, chief executive officer and managing trustee of OPI, and executive vice president of RMR Advisors LLC. Pursuant to his retirement agreement, Mr. Blackman remained in his officer, director and trustee roles with RMR LLC, Tremont Realty Advisors LLC, TRMT, OPI and RMR Advisors through December 31, 2020 and he will continue to serve as a managing trustee of OPI until June 30, 2021 or such earlier time as his successor managing trustee is elected to OPI’s board of trustees. In addition, Mr. Blackman will continue to serve as an employee of RMR LLC through June 30, 2021. Under Mr. Blackman’s retirement agreement, RMR LLC agreed to pay Mr. Blackman combined cash payments in the amount of $2,850. We paid half of that amount on February 1, 2021, and we expect to pay the other half on or about July 31, 2021. In addition, in October 2020, our Compensation Committee approved the acceleration of all 9,400 unvested shares owned by Mr. Blackman of us as of his retirement date, June 30, 2021, subject to applicable conditions. For the three months ended December 31, 2020 and 2019, we recognized cash and equity based separation costs as set forth in the following table: Three Months Ended December 31, 2020 2019 Former executive officers: Cash separation costs $ 2,900 $ 260 Equity based separation costs 295 — 3,195 260 Former nonexecutive officers: Cash separation costs (1) 805 — Equity based separation costs 159 — 964 — Total separation costs $ 4,159 $ 260 (1) During the three months ended December 31, 2020, we were indemnified for a withdrawal liability of $515 that we had recorded during the three months ended September 30, 2020 related to a prior Client Company’s shared pension plan accounted for as a multiemployer benefit plan. |