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Related Person Transactions
6 Months Ended
Mar. 31, 2021
Related Party Transactions [Abstract]  
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 March 31, 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 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 our publicly traded clients and Sonesta.
As of March 31, 2021, 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).
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 March 31, 2021 and 2020, we recognized revenues from related parties as set forth in the following table:
Three Months Ended March 31, 2021Three Months Ended March 31, 2020
TotalTotal
ManagementManagement
and AdvisoryTotaland AdvisoryTotal
ServicesReimbursableTotalServicesReimbursableTotal
RevenuesCostsRevenuesRevenuesCostsRevenues
Managed Public Real Estate Capital:
DHC$8,652 $30,901 $39,553 $9,145 $31,902 $41,047 
ILPT4,173 4,476 8,649 5,305 4,969 10,274 
OPI8,628 41,930 50,558 9,480 47,089 56,569 
SVC11,281 3,354 14,635 11,777 5,284 17,061 
Total Managed Equity REITs32,734 80,661 113,395 35,707 89,244 124,951 
RMRM751 941 1,692 743 — 743 
TRMT998 672 1,670 37 621 658 
Total Managed REITs34,483 82,274 116,757 36,487 89,865 126,352 
Managed Private Real Estate Capital:
ABP Trust and other private entities2,134 6,974 9,108 1,215 6,653 7,868 
Managed Operating Companies:
Five Star1,803 115 1,918 2,351 99 2,450 
Sonesta636 79 715 567 76 643 
TA2,935 131 3,066 3,379 67 3,446 
5,374 325 5,699 6,297 242 6,539 
Total revenues from related parties41,991 89,573 131,564 43,999 96,760 140,759 
Revenues from unrelated parties— — — 102 — 102 
$41,991 $89,573 $131,564 $44,101 $96,760 $140,861 
For the six months ended March 31, 2021 and 2020, we recognized revenues from related parties as set forth in the following table:
Six Months Ended March 31, 2021Six Months Ended March 31, 2020
TotalTotal
ManagementManagement
and AdvisoryTotaland AdvisoryTotal
ServicesReimbursableTotalServicesReimbursableTotal
RevenuesCostsRevenuesRevenuesCostsRevenues
Managed Public Real Estate Capital:
DHC$17,574 $73,185 $90,759 $19,100 $65,504 $84,604 
ILPT9,047 9,667 18,714 10,879 15,736 26,615 
OPI17,895 97,457 115,352 19,643 101,809 121,452 
SVC21,498 8,366 29,864 25,450 10,735 36,185 
Total Managed Equity REITs66,014 188,675 254,689 75,072 193,784 268,856 
RMRM1,300 941 2,241 1,554 — 1,554 
TRMT1,035 1,638 2,673 73 1,282 1,355 
Total Managed REITs68,349 191,254 259,603 76,699 195,066 271,765 
Managed Private Real Estate Capital:
ABP Trust and other private entities3,704 13,226 16,930 2,278 12,994 15,272 
Managed Operating Companies:
Five Star3,779 185 3,964 4,603 123 4,726 
Sonesta989 79 1,068 1,146 122 1,268 
TA6,244 442 6,686 6,674 217 6,891 
11,012 706 11,718 12,423 462 12,885 
Total revenues from related parties83,065 205,186 288,251 91,400 208,522 299,922 
Revenues from unrelated parties259 — 259 823 831 
$83,324 $205,186 $288,510 $92,223 $208,530 $300,753 
Amounts Due From Related Parties
The following table represents amounts due from related parties as of the dates indicated:
March 31, 2021September 30, 2020
AccountsReimbursableAccountsReimbursable
ReceivableCostsTotalReceivableCostsTotal
Managed Public Real Estate Capital:
DHC$6,571 $20,401 $26,972 $5,548 $22,035 $27,583 
ILPT2,100 3,882 5,982 3,089 5,791 8,880 
OPI8,562 25,805 34,367 7,883 30,529 38,412 
SVC4,755 7,468 12,223 4,258 6,326 10,584 
Total Managed Equity REITs21,988 57,556 79,544 20,778 64,681 85,459 
RMRM703 311 1,014 — — — 
TRMT988 779 1,767 19 614 633 
Total Managed REITs23,679 58,646 82,325 20,797 65,295 86,092 
Managed Private Real Estate Capital:
ABP Trust and other private entities3,300 2,511 5,811 1,106 2,364 3,470 
Managed Operating Companies:
Five Star140 463 603 149 102 251 
Sonesta926 — 926 — — — 
TA93 2,859 2,952 176 380 556 
1,159 3,322 4,481 325 482 807 
$28,138 $64,479 $92,617 $22,228 $68,141 $90,369 
Leases
As of March 31, 2021, 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 $1,443 and $1,430 for the three months ended March 31, 2021 and 2020, respectively, and $2,826 and $2,863 for the six months ended March 31, 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 March 31, 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 six months ended March 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 $15,426 and $16,792, respectively, of which $8,147 and $8,806, respectively, was distributed to us and $7,279 and $7,986, 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 will continue to serve as a managing trustee of OPI until the earliest of OPI’s 2021 annual meeting of shareholders, June 30, 2021 or such earlier time requested by us or 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 $2,850. We paid half of that amount on February 1, 2021, and we expect to pay the other half on or about July 31, 2021. In addition, our Compensation Committee approved the acceleration of all 9,400 unvested shares owned by Mr. Blackman of us as of his retirement date, June 30, 2021, subject to applicable conditions.
For the three and six months ended March 31, 2021 and 2020, we recognized cash and equity based separation costs as set forth in the following table:
Three Months Ended March 31,Six Months Ended March 31,
2021202020212020
Former executive officers:
Cash separation costs$— $— $2,900 $260 
Equity based separation costs— 281 295 281 
— 281 3,195 541 
Former nonexecutive officers:
Cash separation costs (1)
— 80 805 80 
Equity based separation costs— 24 159 24 
— 104 964 104 
Total separation costs$— $385 $4,159 $645 
(1)During the six months ended March 31, 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.