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, 2021, Adam D. Portnoy beneficially owned, in aggregate, (i) 170,502 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 each of the Managed REITs, ALR and TA, a managing trustee or managing director of each of the Managed REITs, ALR 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 ALR, 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 SEVN 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 December 31, 2021, Adam D. Portnoy beneficially owned, in aggregate, 6.2% of ALR’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, 4.4% of TA’s outstanding common shares (including through RMR LLC) and 7.4% of SEVN’s outstanding common shares (including through Tremont Realty Capital). 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 SEVN are provided or arranged by Tremont Realty Capital, and prior to the Merger, Tremont Realty Capital provided or arranged for the officers, overhead and required office space for TRMT. All of SEVN’s officers are officers or employees of Tremont Realty Capital 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 7, Shareholders’ Equity , below and in our 2021 Annual Report. Revenues from Related Parties For the three months ended December 31, 2021 and 2020, we recognized revenues from related parties as set forth in the following table: Three Months Ended December 31, 2021 Three Months Ended December 31, 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: (1) DHC $ 9,125 $ 35,203 $ 44,328 $ 8,922 $ 42,284 $ 51,206 ILPT 4,515 6,680 11,195 4,874 5,191 10,065 OPI 10,564 70,687 81,251 9,267 55,527 64,794 SVC 11,670 10,735 22,405 10,217 5,012 15,229 Total Managed Equity REITs 35,874 123,305 159,179 33,280 108,014 141,294 SEVN 1,118 2,270 3,388 549 — 549 TRMT (2) — — — 37 966 1,003 36,992 125,575 162,567 33,866 108,980 142,846 Managed Private Real Estate Capital: (1) ABP Trust 1,096 6,316 7,412 1,056 5,217 6,273 Other private entities 1,304 3,030 4,334 514 1,035 1,549 2,400 9,346 11,746 1,570 6,252 7,822 Managed Operating Companies: ALR 1,145 85 1,230 1,976 70 2,046 Sonesta 1,814 — 1,814 353 — 353 TA 3,611 547 4,158 3,309 311 3,620 6,570 632 7,202 5,638 381 6,019 Total revenues from related parties 45,962 135,553 181,515 41,074 115,613 156,687 Revenues from unrelated parties 53 — 53 259 — 259 $ 46,015 $ 135,553 $ 181,568 $ 41,333 $ 115,613 $ 156,946 (1) On December 23, 2021, DHC sold a 35% equity interest in its existing joint venture with an institutional investor. Following this sale, DHC owned a 20% equity interest in this joint venture. As a result, the management fees earned with respect to this joint venture are characterized as Managed Private Real Estate Capital for periods on and after December 23, 2021 and as Managed Public Real Estate Capital for periods prior to December 23, 2021. (2) As discussed in Note 1, Basis of Presentation , TRMT merged with and into SEVN on September 30, 2021, with SEVN continuing as the surviving company. This table presents revenues for the three months ended December 31, 2020, for TRMT separately as they relate to a period prior to the Merger. Amounts Due From Related Parties The following table represents amounts due from related parties as of the dates indicated: December 31, 2021 September 30, 2021 Accounts Reimbursable Accounts Reimbursable Receivable Costs Total Receivable Costs Total Managed Public Real Estate Capital: DHC $ 4,893 $ 16,895 $ 21,788 $ 6,005 $ 17,866 $ 23,871 ILPT 1,395 7,334 8,729 2,934 6,928 9,862 OPI 7,058 35,664 42,722 8,625 33,693 42,318 SVC 4,095 5,731 9,826 5,841 8,992 14,833 Total Managed Equity REITs 17,441 65,624 83,065 23,405 67,479 90,884 SEVN 1,105 1,498 2,603 1,717 1,180 2,897 18,546 67,122 85,668 25,122 68,659 93,781 Managed Private Real Estate Capital: ABP Trust 1,061 2,611 3,672 1,202 2,678 3,880 Other private entities 1,241 2,903 4,144 869 770 1,639 2,302 5,514 7,816 2,071 3,448 5,519 Managed Operating Companies: ALR 80 1,833 1,913 136 422 558 Sonesta 611 — 611 17 — 17 TA 77 12,848 12,925 124 2,993 3,117 768 14,681 15,449 277 3,415 3,692 $ 21,616 $ 87,317 $ 108,933 $ 27,470 $ 75,522 $ 102,992 Leases As of December 31, 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 $1,506 and $1,383 for the three months ended December 31, 2021 and 2020, respectively. Tax-Related Payments Pursuant to the tax receivable agreement, dated June 5, 2015, by and among, RMR Inc., RMR LLC and ABP Trust, or the Tax Receivable Agreement, RMR Inc. pays to ABP Trust 85.0% of the amount of cash savings, if any, in U.S. federal, state and local income or franchise tax that RMR Inc. realizes as a result of (a) the increases in tax basis attributable to RMR Inc.’s dealings with ABP Trust and (b) tax benefits related to imputed interest deemed to be paid by RMR Inc. as a result of the Tax Receivable Agreement. As of December 31, 2021, our condensed consolidated balance sheet reflects a liability related to the Tax Receivable Agreement of $27,792, including $2,215 classified as a current liability in accounts payable and accrued expenses that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2022. 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, 2021 and 2020, pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $4,158 and $5,855, respectively, of which $2,179 and $3,035, respectively, was distributed to us and $1,979 and $2,820, 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 Capital, 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 Realty Capital, 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, 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. For the three months ended December 31, 2021 and 2020, we recognized cash and equity based separation costs as set forth in the following table: Three Months Ended December 31, 2021 2020 Former executive officers: Cash separation costs $ — $ 2,900 Equity based separation costs — 295 — 3,195 Former nonexecutive officers: Cash separation costs (1) — 805 Equity based separation costs — 159 — 964 Total separation costs $ — $ 4,159 (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’s shared pension plan accounted for as a multiemployer benefit plan. |