Related Person Transactions | Related Person Transactions Adam D. Portnoy, the chair of our Board and 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, 2022, Adam D. Portnoy beneficially owned, in aggregate, (i) 173,502 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 is a managing trustee of OPI, a managing director of ALR and a director of Sonesta (and its parent), and she previously served as a managing trustee of each of DHC and RMRM (now known as 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 June 30, 2022, 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, 4.5% of TA’s outstanding common shares (including through RMR LLC) and 13.5% 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 June 30, 2022 and 2021, we recognized revenues from related parties as set forth in the following table: Three Months Ended June 30, 2022 Three Months Ended June 30, 2021 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 $ 7,208 $ 41,318 $ 48,526 $ 9,699 $ 32,722 $ 42,421 ILPT 9,803 8,126 17,929 4,243 4,719 8,962 OPI 10,640 80,083 90,723 9,320 50,527 59,847 SVC 10,721 10,412 21,133 12,000 2,800 14,800 Total Managed Equity REITs 38,372 139,939 178,311 35,262 90,768 126,030 SEVN 1,137 1,006 2,143 757 533 1,290 TRMT (2) — — — 377 1,218 1,595 39,509 140,945 180,454 36,396 92,519 128,915 Managed Private Real Estate Capital: (1) ABP Trust 1,048 5,473 6,521 1,073 5,457 6,530 Other private entities 4,182 11,042 15,224 1,065 1,429 2,494 5,230 16,515 21,745 2,138 6,886 9,024 Managed Operating Companies: ALR 1,239 99 1,338 1,794 104 1,898 Sonesta 2,491 46 2,537 1,522 91 1,613 TA 4,441 527 4,968 3,660 134 3,794 8,171 672 8,843 6,976 329 7,305 Total revenues from related parties 52,910 158,132 211,042 45,510 99,734 145,244 Revenues from unrelated parties 46 — 46 — — — $ 52,956 $ 158,132 $ 211,088 $ 45,510 $ 99,734 $ 145,244 (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. On June 29, 2022, DHC sold an additional 10% equity interest in this joint venture. Following this additional sale, DHC owns a 10% equity interest in this joint venture. (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 June 30, 2021, for TRMT separately as they relate to a period prior to the Merger. For the nine months ended June 30, 2022 and 2021, we recognized revenues from related parties as set forth in the following table: Nine Months Ended June 30, 2022 Nine Months Ended June 30, 2021 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 $ 23,737 $ 109,241 $ 132,978 $ 27,273 $ 105,907 $ 133,180 ILPT 21,545 20,387 41,932 13,290 14,386 27,676 OPI 31,722 221,249 252,971 27,215 147,984 175,199 SVC 34,113 43,641 77,754 33,498 11,166 44,664 Total Managed Equity REITs 111,117 394,518 505,635 101,276 279,443 380,719 SEVN 3,392 4,563 7,955 2,057 1,474 3,531 TRMT (2) — — — 1,412 2,856 4,268 114,509 399,081 513,590 104,745 283,773 388,518 Managed Private Real Estate Capital: (1) ABP Trust 3,139 18,314 21,453 3,171 16,022 19,193 Other private entities 9,311 23,092 32,403 2,671 4,090 6,761 12,450 41,406 53,856 5,842 20,112 25,954 Managed Operating Companies: ALR 3,610 245 3,855 5,573 289 5,862 Sonesta 6,092 84 6,176 2,511 170 2,681 TA 11,499 1,235 12,734 9,904 576 10,480 21,201 1,564 22,765 17,988 1,035 19,023 Total revenues from related parties 148,160 442,051 590,211 128,575 304,920 433,495 Revenues from unrelated parties 99 — 99 259 — 259 $ 148,259 $ 442,051 $ 590,310 $ 128,834 $ 304,920 $ 433,754 (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. On June 29, 2022, DHC sold an additional 10% equity interest in this joint venture. Following this additional sale, DHC owns a 10% equity interest in this joint venture. (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 nine months ended June 30, 2021, 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: June 30, 2022 September 30, 2021 Accounts Reimbursable Accounts Reimbursable Receivable Costs Total Receivable Costs Total Managed Public Real Estate Capital: DHC $ 4,210 $ 18,860 $ 23,070 $ 6,005 $ 17,866 $ 23,871 ILPT 3,560 9,878 13,438 2,934 6,928 9,862 OPI 6,974 35,190 42,164 8,625 33,693 42,318 SVC 4,170 4,077 8,247 5,841 8,992 14,833 Total Managed Equity REITs 18,914 68,005 86,919 23,405 67,479 90,884 SEVN 1,063 802 1,865 1,717 1,180 2,897 19,977 68,807 88,784 25,122 68,659 93,781 Managed Private Real Estate Capital: ABP Trust 1,011 2,849 3,860 1,202 2,678 3,880 Other private entities 2,661 4,998 7,659 869 770 1,639 3,672 7,847 11,519 2,071 3,448 5,519 Managed Operating Companies: ALR 120 673 793 136 422 558 Sonesta (63) — (63) 17 — 17 TA 109 7,964 8,073 124 2,993 3,117 166 8,637 8,803 277 3,415 3,692 $ 23,815 $ 85,291 $ 109,106 $ 27,470 $ 75,522 $ 102,992 Leases As of June 30, 2022, 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 aggregating $1,470 and $1,420 for the three months ended June 30, 2022 and 2021, respectively, and $4,444 and $4,246 for the nine months ended June 30, 2022 and 2021, 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, 2022, 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, subject to future adjustment based on actual results. For the nine months ended June 30, 2022 and 2021, pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $21,969 and $23,201, respectively, of which $11,559 and $12,327, respectively, was distributed to us and $10,410 and $10,874, 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. Purchase of SEVN Shares On May 11, 2022, Tremont Realty Capital purchased 882,407 SEVN common shares of beneficial interest from Diane Portnoy, the mother of Adam D. Portnoy, for an aggregate purchase price of $9,469. As of June 30, 2022, Tremont Realty Capital owned 1,708,058 SEVN common shares, and Mr. Portnoy beneficially owned 13.5% of SEVN’s outstanding common shares of beneficial interest (including through Tremont Realty Capital). 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. Under Mr. Blackman’s retirement agreement, RMR LLC paid combined cash payments in the amount of $2,850 to Mr. Blackman and $50 in related taxes. 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 and nine months ended June 30, 2022 and 2021, 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, 2022 2021 2022 2021 Former executive officers: Cash separation costs $ — $ — $ — $ 2,900 Equity based separation costs — — — 295 — — — 3,195 Former nonexecutive officers: Cash separation costs (1) 252 — 469 805 Equity based separation costs 148 — 148 159 400 — 617 964 Total separation costs $ 400 $ — $ 617 $ 4,159 (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. |