Related Person Transactions | Related Person Transactions Adam D. Portnoy, Chair of our Board and one of our Managing Directors, is the sole trustee and an officer 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. RMR Inc.’s other executive officers are officers and employees of RMR LLC and Jennifer B. Clark, our other Managing Director, and Matthew P. Jordan, our Chief Financial Officer and Treasurer, are also officers of ABP Trust. Mr. Portnoy is the chair of the board and a managing trustee or managing director of each of the Perpetual Capital clients and the controlling shareholder and a director of Sonesta (and its parent). Ms. Clark 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, 2022, Mr. Portnoy beneficially owned, in aggregate, 6.1% of ALR’s outstanding common shares (including through ABP Trust) and 13.4% of SEVN’s outstanding common shares (including through Tremont and ABP Trust). In addition, Mr. Portnoy beneficially owns shares of the Managed Equity REITs and TA comprising less than 5.0% of the outstanding shares of each of those respective companies. The Managed Equity REITs and SEVN 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. The officers of the Managed Equity REITs and ABP Trust are officers or employees of RMR LLC. The officers, overhead and required office space of SEVN are provided or arranged by Tremont. SEVN’s officers are officers or employees of Tremont or RMR LLC. Many of the executive officers of ALR, TA and Sonesta are officers or employees of RMR LLC. Our executive officers are also managing directors or managing trustees of certain of the Perpetual Capital clients. Additional information about our related person transactions appears in Note 7, Shareholders’ Equity , below and in our 2022 Annual Report. Revenues from Related Parties For the three months ended December 31, 2022 and 2021, we recognized revenues from related parties as set forth in the following table: Three Months Ended December 31, 2022 Three Months Ended December 31, 2021 Total Total Management Management and Advisory Total and Advisory Total Services Reimbursable Total Services Reimbursable Total Revenues Costs Revenues Revenues Costs Revenues Perpetual Capital: (1) DHC $ 6,456 $ 51,872 $ 58,328 $ 9,125 $ 35,203 $ 44,328 ILPT 9,020 10,736 19,756 4,515 6,680 11,195 OPI 10,208 95,535 105,743 10,564 70,687 81,251 SVC 9,768 20,595 30,363 11,670 10,735 22,405 Total Managed Equity REITs 35,452 178,738 214,190 35,874 123,305 159,179 SEVN 1,091 1,137 2,228 1,118 2,270 3,388 ALR 1,264 97 1,361 1,145 85 1,230 TA 4,191 1,728 5,919 3,611 547 4,158 41,998 181,700 223,698 41,748 126,207 167,955 Private Capital: (1) Sonesta 2,126 515 2,641 1,814 — 1,814 Other private entities 5,515 18,886 24,401 2,400 9,346 11,746 7,641 19,401 27,042 4,214 9,346 13,560 Total revenues from related parties 49,639 201,101 250,740 45,962 135,553 181,515 Revenues from unrelated parties — — — 53 — 53 $ 49,639 $ 201,101 $ 250,740 $ 46,015 $ 135,553 $ 181,568 (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 Private Capital for periods on and after December 23, 2021 and as Perpetual Capital for periods prior to December 23, 2021. On June 29, 2022, DHC sold an additional 10% in this joint venture. Following this additional sale, DHC owns a 10% equity interest in this joint venture. Amounts Due From Related Parties The following table presents amounts due from related parties as of the dates indicated: December 31, 2022 September 30, 2022 Accounts Reimbursable Accounts Reimbursable Receivable Costs Total Receivable Costs Total Perpetual Capital: DHC $ 4,917 $ 12,896 $ 17,813 $ 8,098 $ 14,148 $ 22,246 ILPT 3,498 9,066 12,564 3,235 13,717 16,952 OPI 6,544 53,206 59,750 335 47,943 48,278 SVC 4,343 9,683 14,026 5,627 5,357 10,984 Total Managed Equity REITs 19,302 84,851 104,153 17,295 81,165 98,460 SEVN 1,844 1,148 2,992 1,768 1,262 3,030 ALR 86 526 612 112 492 604 TA 86 15,021 15,107 124 11,635 11,759 21,318 101,546 122,864 19,299 94,554 113,853 Private Capital: Sonesta 702 234 936 127 290 417 Other private entities 3,928 10,550 14,478 1,658 7,450 9,108 4,630 10,784 15,414 1,785 7,740 9,525 $ 25,948 $ 112,330 $ 138,278 $ 21,084 $ 102,294 $ 123,378 Leases As of December 31, 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 $1,433 and $1,506 for the three months ended December 31, 2022 and 2021, respectively. Tax-Related Payments Our tax receivable agreement with ABP Trust requires RMR Inc. to pay 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 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, 2022, our condensed consolidated balance sheet reflects a liability related to the tax receivable agreement of $25,583, including $2,275 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 2023. Under the RMR LLC operating agreement, RMR LLC is 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, 2022 and 2021, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $8,094 and $4,158, respectively, of which $4,255 and $2,179, respectively, was distributed to us and $3,839 and $1,979, respectively, was distributed to ABP Trust. 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 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. Separation Arrangements We enter into retirement agreements with certain of our former executive officers. Pursuant to these agreements, we make various cash payments and accelerate 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. For the three months ended December 31, 2022, we recognized separation costs of $438, including cash and equity based separation costs of $380 and $58, respectively. We did not recognize any separation costs for the three months ended December 31, 2021. |