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 June 30, 2021, Adam D. Portnoy beneficially owned, in aggregate, (i) 160,502 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 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 its parent). Jennifer B. Clark, our other Managing Director, is a managing director of Five Star, a managing trustee of OPI and a director of Sonesta (and its parent), and she previously served as a managing trustee of each of DHC and RMRM until June 3, 2021 and January 5, 2021, respectively. Ms. Clark also serves as the secretary of all our publicly traded clients and Sonesta. As of June 30, 2021, 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, 4.5% of TA’s outstanding common shares (including through RMR LLC), 2.4% of RMRM’s outstanding common shares, and 19.4% of TRMT’s outstanding common shares (including through Tremont Advisors). The Managed 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 pursuant to management agreements with them. All the officers of the Managed Equity REITs and ABP Trust are 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 June 30, 2021 and 2020, we recognized revenues from related parties as set forth in the following table: Three Months Ended June 30, 2021 Three Months Ended June 30, 2020 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 $ 9,699 $ 32,722 $ 42,421 $ 8,435 $ 35,037 $ 43,472 ILPT 4,243 4,719 8,962 5,212 4,822 10,034 OPI 9,320 50,527 59,847 9,157 49,286 58,443 SVC 12,000 2,800 14,800 9,313 2,843 12,156 Total Managed Equity REITs 35,262 90,768 126,030 32,117 91,988 124,105 RMRM 757 533 1,290 585 — 585 TRMT 377 1,218 1,595 40 539 579 36,396 92,519 128,915 32,742 92,527 125,269 Managed Private Real Estate Capital: ABP Trust 1,073 5,457 6,530 346 2,678 3,024 Other private entities 1,065 1,429 2,494 851 3,905 4,756 2,138 6,886 9,024 1,197 6,583 7,780 Managed Operating Companies: Five Star 1,794 104 1,898 2,123 104 2,227 Sonesta 1,522 91 1,613 113 96 209 TA 3,660 134 3,794 3,041 89 3,130 6,976 329 7,305 5,277 289 5,566 Total revenues from related parties 45,510 99,734 145,244 39,216 99,399 138,615 Revenues from unrelated parties — — — 34 — 34 $ 45,510 $ 99,734 $ 145,244 $ 39,250 $ 99,399 $ 138,649 For the nine months ended June 30, 2021 and 2020, we recognized revenues from related parties as set forth in the following table: Nine Months Ended June 30, 2021 Nine Months Ended June 30, 2020 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 $ 27,273 $ 105,907 $ 133,180 $ 27,535 $ 100,541 $ 128,076 ILPT 13,290 14,386 27,676 16,091 20,558 36,649 OPI 27,215 147,984 175,199 28,800 151,095 179,895 SVC 33,498 11,166 44,664 34,763 13,578 48,341 Total Managed Equity REITs 101,276 279,443 380,719 107,189 285,772 392,961 RMRM 2,057 1,474 3,531 2,139 — 2,139 TRMT 1,412 2,856 4,268 113 1,821 1,934 104,745 283,773 388,518 109,441 287,593 397,034 Managed Private Real Estate Capital: ABP Trust 3,171 16,022 19,193 918 8,277 9,195 Other private entities 2,671 4,090 6,761 2,557 11,300 13,857 5,842 20,112 25,954 3,475 19,577 23,052 Managed Operating Companies: Five Star 5,573 289 5,862 6,726 227 6,953 Sonesta 2,511 170 2,681 1,259 218 1,477 TA 9,904 576 10,480 9,715 306 10,021 17,988 1,035 19,023 17,700 751 18,451 Total revenues from related parties 128,575 304,920 433,495 130,616 307,921 438,537 Revenues from unrelated parties 259 — 259 857 8 865 $ 128,834 $ 304,920 $ 433,754 $ 131,473 $ 307,929 $ 439,402 Amounts Due From Related Parties The following table represents amounts due from related parties as of the dates indicated: June 30, 2021 September 30, 2020 Accounts Reimbursable Accounts Reimbursable Receivable Costs Total Receivable Costs Total Managed Public Real Estate Capital: DHC $ 6,619 $ 23,043 $ 29,662 $ 5,548 $ 22,035 $ 27,583 ILPT 4,359 1,845 6,204 3,089 5,791 8,880 OPI 9,711 29,413 39,124 7,883 30,529 38,412 SVC 7,425 3,273 10,698 4,258 6,326 10,584 Total Managed Equity REITs 28,114 57,574 85,688 20,778 64,681 85,459 RMRM 1,007 1,438 2,445 — — — TRMT 865 693 1,558 19 614 633 29,986 59,705 89,691 20,797 65,295 86,092 Managed Private Real Estate Capital: ABP Trust 987 2,282 3,269 1,106 2,364 3,470 Other private entities 2,013 828 2,841 — — — 3,000 3,110 6,110 1,106 2,364 3,470 Managed Operating Companies: Five Star 487 47 534 149 102 251 Sonesta 95 — 95 — — — TA 2,781 310 3,091 176 380 556 3,363 357 3,720 325 482 807 $ 36,349 $ 63,172 $ 99,521 $ 22,228 $ 68,141 $ 90,369 Leases As of June 30, 2021, 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 $1,420 and $1,367 for the three months ended June 30, 2021 and 2020, respectively, and $4,246 and $4,230 for the nine months ended June 30, 2021 and 2020, 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, 2021, 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, subject to future adjustment based on actual results. For the nine months ended June 30, 2021 and 2020, pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $23,201 and $23,062, respectively, of which $12,327 and $12,127, respectively, was distributed to us and $10,874 and $10,935, 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. RMR Mortgage Trust In connection with its deregistration as an investment company under the Investment Company Act of 1940, as amended, the investment advisory agreement and administration agreement between RMRM and RMR Advisors or Tremont Advisors, as applicable, were terminated effective January 5, 2021 and March 16, 2021, respectively, and Tremont Advisors entered into a new management agreement with RMRM effective January 5, 2021. On April 26, 2021, RMRM and TRMT announced that they have entered into a definitive merger agreement pursuant to which TRMT will merge with and into RMRM, with RMRM continuing as the surviving company. Tremont Advisors will continue to manage the combined company and has waived any termination fee that would otherwise be payable by TRMT as a result of the merger. The merger is expected to close during the third calendar quarter of 2021, subject to the requisite approvals by RMRM and TRMT shareholders and other customary closing conditions. See Note 1, Basis of Presentation , for further information. 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 Advisors, 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. Pursuant to his retirement agreement, Mr. Blackman remained in his officer, director and trustee roles with RMR LLC, Tremont Advisors, TRMT, OPI and RMR Advisors through December 31, 2020 and he continued to serve as a managing trustee of OPI until June 17, 2021. In addition, Mr. Blackman continued to serve as an employee of RMR LLC through June 30, 2021. Under Mr. Blackman’s retirement agreement, RMR LLC paid Mr. Blackman combined cash payments in the amount of $2,850. In addition, 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 nine months ended June 30, 2021 and 2020, we recognized cash and equity based separation costs as set forth in the following table: Nine Months Ended June 30, 2021 2020 Former executive officers: Cash separation costs $ 2,900 $ 260 Equity based separation costs 295 281 3,195 541 Former nonexecutive officers: Cash separation costs (1) 805 80 Equity based separation costs 159 24 964 104 Total separation costs $ 4,159 $ 645 (1) During the nine months ended June 30, 2021, 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’s shared pension plan accounted for as a multiemployer benefit plan. |