Related Person Transactions

Adam D. Portnoy, one of our Managing Directors, is the sole trustee of our controlling shareholder, ABP Trust, and owns a majority of ABP Trust’s voting securities. As of September 30, 2018, Adam D. Portnoy beneficially owned, in aggregate, directly and indirectly through ABP Trust, (i) 173,365 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.

As of September 30, 2018, ABP Trust owned 14.3% of AIC and 206,300 limited partner units of the Private Fund, and a subsidiary of ABP Trust serves as general partner of the Private Fund. Adam D. Portnoy is a director of AIC and the majority owner and director of Sonesta. Adam D. Portnoy is also a managing trustee or managing director of each of the Managed REITs, Five Star, RIF and TA. Jennifer B. Clark, our other Managing Director, is a managing trustee of SNH, president of AIC and a director of Sonesta. Other officers of ours serve as managing trustees or managing directors of certain of the Managed REITs, RIF and TA. Until his death on February 25, 2018, Barry M. Portnoy, one of our founders, along with Adam D. Portnoy, was an owner and trustee of ABP Trust, an officer and employee of RMR LLC and an owner and director of Sonesta. Barry M. Portnoy also served as a Managing Director of the Company, a managing trustee or managing director of the Managed REITs, Managed Operators and RIF, and as a director of AIC. As of September 30, 2018, GOV, HPT, SIR and SNH owned 1,214,225, 2,503,777, 1,586,836 and 2,637,408 Class A Common Shares, respectively, and Adam D. Portnoy beneficially owned, in aggregate, directly and indirectly through ABP Trust, 36.4% of Five Star’s outstanding common shares, 1.9% of GOV’s common shares, 1.5% of HPT’s outstanding common shares, less than 1% of ILPT’s outstanding common shares, 2.0% of SIR’s outstanding common shares, 1.3% of SNH’s outstanding common shares, 2.2% of RIF’s outstanding common shares and less than 1% of TA’s outstanding common shares.

The Managed Equity REITs and AIC have no employees. RMR LLC provides or arranges for all the personnel, overhead and services required for the operation of the Managed Equity REITs and AIC pursuant to management agreements with them. All the officers of the Managed Equity REITs and AIC are officers or employees of RMR LLC. TRMT has no employees. All the officers, overhead and required office space of TRMT are provided or arranged by Tremont Advisors, and all of TRMT’s officers also serve as officers of Tremont Advisors and/or of RMR LLC. RIF has no employees and no office separate from RMR Advisors. All the officers, overhead and required office space of RIF are provided or arranged by RMR Advisors and all of RIF’s officers also serve as officers of RMR Advisors and/or of RMR LLC. The general partner of the Private Fund is a subsidiary controlled by ABP Trust, and ABP Trust and RMR LLC are the limited partners of the Private Fund. Some of our executive officers are also directors or trustees of certain of our Client Companies and executive officers of the Managed Operators.

Revenues from Related Parties

For the fiscal years ended September 30, 2018, 2017 and 2016, we recognized revenues from related parties as set forth in the following table:



	Fiscal Year Ended September 30,
	2018				2017				2016
	$		%		$		%		$		%
Managed Equity REITs:
GOV	$	53,954	13.3	%	$	35,378	13.0	%	$	31,919	12.0	%
HPT	118,596		29.3		95,198		35.0		101,715		38.1
ILPT	10,935		2.7		—		—		—		—
SIR	62,321		15.4		44,746		16.5		42,540		15.9
SNH ⁽¹⁾	118,301		29.2		60,926		22.4		58,401		21.9
	364,107		89.9		236,248		86.9		234,575		87.9

Managed Operators:
Five Star	9,840		2.4		9,624		3.5		9,406		3.5
Sonesta	2,847		0.7		2,341		0.9		2,020		0.8
TA	15,357		3.8		14,772		5.4		14,936		5.6
	28,044		6.9		26,737		9.8		26,362		9.9

Other Client Companies:
ABP Trust	4,865		1.2		3,916		1.5		3,031		1.1
AIC	240		0.1		240		0.1		240		0.1
Private Fund	608		0.2		—		—		—		—
RIF	2,888		0.7		2,451		0.9		2,370		0.9
TRMT	2,505		0.6		85		—		—		—
	11,106		2.8		6,692		2.5		5,641		2.1
Total revenues from related parties	403,257		99.6		269,677		99.2		266,578		99.9
Other unrelated parties	1,722		0.4		2,051		0.8		362		0.1
	$	404,979	100.0	%	$	271,728	100.0	%	$	266,940	100.0	%

⁽¹⁾

In March 2017, RMR LLC entered into a management agreement with a subsidiary of SNH related to a medical office building located in Boston in connection with a joint venture arrangement for that building. Under that agreement, the SNH subsidiary pays RMR LLC certain business management fees, which fees are credited against the business management fees SNH pays to RMR LLC. We include these fees within the amount of business management fees we report as earned by RMR LLC from SNH.

On December 31, 2017, RMR LLC earned incentive business management fees from HPT, SIR and SNH of $74,572, $25,569 and $55,740, respectively, pursuant to our business management agreements with HPT, SIR and SNH. HPT, SIR and SNH paid these incentive fees to us in January 2018.

On December 31, 2016, RMR LLC earned a $52,407 incentive business management fee from HPT pursuant to our business management agreement with HPT. HPT paid this incentive fee to us in January 2017.

On December 31, 2015, RMR LLC earned a $62,263 incentive business management fee from HPT pursuant to our business management agreement with HPT. Pursuant to the RMR LLC Operating Agreement, ABP Trust was entitled to receive a pro rata share of any incentive business management fee earned by RMR LLC for the 2015 calendar year based on the number of days in 2015 to June 5, 2015, the date of RMR LLC’s reorganization. In January 2016, HPT paid RMR LLC this $62,263 incentive fee and RMR LLC paid ABP Trust $26,611.

For additional information regarding our management or advisory agreements with these related parties, please see Note 2, Summary of Significant Accounting Policies.

TRMT Initial Public Offering

On September 18, 2017, TRMT, then a 100% owned subsidiary of Tremont Advisors, completed the TRMT IPO. Tremont Advisors entered into a management agreement with TRMT, dated September 18, 2017, pursuant to which Tremont Advisors provides certain services to TRMT. Tremont Advisors agreed to pay 100% of the initial organizational costs related to TRMT’s formation and the costs of the TRMT IPO, which costs totaled approximately $6,573 and are included in transaction and acquisition related costs in our consolidated statements of comprehensive income. Concurrently with the closing of the TRMT IPO, Tremont Advisors purchased 600,000 common shares of TRMT at $20.00 per share, the initial public offering price in the TRMT IPO, pursuant to a private placement purchase agreement entered into by Tremont Advisors and TRMT on September 13, 2017. This private placement purchase agreement also provides Tremont Advisors with demand and "piggyback" registration rights, subject to certain limitations, covering the common shares of TRMT owned by Tremont Advisors. As of September 30, 2018, Tremont Advisors owned 600,100 (including 100 common shares issued to Tremont Advisors in connection with TRMTs formation in June 2017), or approximately 18.9%, of TRMT’s common shares.

RIF Rights Offering

In September 2017, RIF completed a pro rata offering of transferable rights to holders of RIF common shares, which rights entitled the holders thereof to subscribe for up to 2,550,502 RIF common shares, in aggregate, at a subscription price equal to $17.74 per RIF common share. RMR Advisors agreed to pay all expenses of this rights offering of approximately $2,277. ABP Trust is a shareholder of RIF and purchased 19,642 RIF common shares in this rights offering. In addition, Adam D. Portnoy, a shareholder of RIF, and Barry M. Portnoy, then a shareholder of RIF, purchased 54,524 and 282,297 RIF common shares in this rights offering, respectively.

RMR Office Property Fund LP

On August 31, 2018, ABP Trust formed the Private Fund. In connection with the formation of the Private Fund, ABP Trust contributed 15 properties to the Private Fund with an aggregate value of $206,300 in exchange for 206,300 limited partnership units in the Private Fund and RMR LLC committed to contribute up to $100,000 to the Private Fund when called by the general partner in exchange for 100,000 limited partnership units in the Private Fund. The valuation of the 15 properties contributed to the Private Fund by ABP Trust was agreed to by a special committee of our Board of Directors consisting of members that were unaffiliated with ABP Trust and with the assistance of an independent third-party appraiser. This same special committee also approved RMR LLC’s $100,000 capital commitment to the Private Fund.

ABP Office Property Fund General Partner LLC, a wholly owned subsidiary of ABP Trust, is the general partner of the Private Fund. RMR LLC conducts and performs fund management functions for the Private Fund, including the evaluation of real estate assets to be invested in, planning and other business and administrative functions.

Amounts Due From Related Parties

The following table represents amounts due from related parties as of the dates listed:



	As of September 30,
	2018		2017
Managed Equity REITs:
GOV	$	7,870	$	6,369
HPT	8,391		7,968
ILPT	2,692		—
SIR	5,887		7,351
SNH	9,705		9,550
	34,545		31,238

Managed Operators:
Five Star	281		305
Sonesta	30		1
TA	599		444
	910		750

Other Client Companies:
ABP Trust	383		551
AIC	20		22
Private Fund	608		—
RIF	31		36
TRMT	532		115
	1,574		724
	$	37,029	$	32,712

Leases

As of September 30, 2018, we leased from ABP Trust and certain Managed Equity REITs office space for use as our headquarters and local offices. During the fiscal years ended September 30, 2018, 2017 and 2016, we incurred rental expense under related party leases aggregating $4,839, $4,184 and $4,213, respectively. Our related party leases have various termination dates and many have renewal options. Some of our related party leases are terminable on 30 days’ notice and many allow us to terminate early if our management agreements for the buildings in which we lease space are terminated.

Tax Receivable Agreement

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 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. In connection with the Tax Act and the resulting lower corporate income tax rates applicable to RMR Inc., we remeasured the amounts due pursuant to our Tax Receivable Agreement with ABP Trust and reduced our liability by $24,710, or $1.53 per share, which is presented on our consolidated statements of comprehensive income for the fiscal year ended September 30, 2018 as Tax Receivable Agreement remeasurement. During the fiscal years ended September 30, 2018, 2017 and 2016, we paid $2,962, $2,931 and $905, respectively, to ABP Trust pursuant to the Tax Receivable Agreement. As of September 30, 2018, our consolidated balance sheet reflects a liability related to the Tax Receivable Agreement of $34,327, including $2,279 classified as a current liability that we expect to pay to ABP Trust during the fourth quarter of fiscal year 2019.

RMR LLC Quarterly Tax Distributions

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 assumed tax liabilities of its members. For the fiscal years ended September 30, 2018, 2017 and 2016, pursuant to the RMR LLC Operating Agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $92,430, $74,447 and $63,095, respectively, of which $47,940, $38,526 and $32,562, respectively, was distributed to us and $44,490, $35,921 and $30,533, 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 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 for payment of certain U.S. federal and state income tax liabilities. We also used and expect to use funds from these distributions to pay our obligations under the Tax Receivable Agreement.

Distribution and Ownership of Our Class A Common Shares

On December 14, 2015, each of GOV, HPT, SIR and SNH completed the pro rata distribution to holders of record of its common shares on November 27, 2015, of 768,032, 2,515,344, 1,580,055 and 2,635,379 Class A Common Shares, respectively. As a shareholder of SIR, GOV received 441,056 Class A Common Shares in this distribution. As a shareholder of each of the Managed Equity REITs, ABP Trust received 90,564 Class A Common Shares in this distribution. In addition to their beneficial ownership of the Class A Common Shares received by ABP Trust in this distribution, Adam D. Portnoy and Barry M. Portnoy also received 9,938 and 19,283 Class A Common Shares, respectively, in this distribution.

Tender Offer for Shares of Five Star by Certain Related Persons

On November 11, 2016, a subsidiary of ABP Trust, ABP Acquisition LLC, purchased 17,999,999 shares of Five Star common stock at $3.00 per share pursuant to a public tender offer. Following this purchase, Adam D. Portnoy, Barry M. Portnoy, ABP Trust and ABP Acquisition LLC collectively owned 18,339,621 shares of Five Star common stock, or approximately 36.8% of Five Star’s then outstanding common stock; as of September 30, 2018, Adam D. Portnoy, directly and indirectly through ABP Trust, owned 18,162,999 shares of Five Star common stock, or approximately 36.4% of Five Star’s then outstanding common stock.

In connection with ABP Acquisition LLC’s purchase of the Five Star common stock, ABP Trust, ABP Acquisition LLC and our Founders also entered into a consent, standstill, registration rights and lock-up agreement with Five Star pursuant to which ABP Trust, ABP Acquisition LLC, Adam D. Portnoy and Barry M. Portnoy each agreed not to transfer, except for certain permitted transfers as provided therein, any shares of Five Star common stock acquired after October 2, 2016, including shares acquired in the tender offer but not including shares issued to Barry M. Portnoy or Adam D. Portnoy under a Five Star equity compensation plan, for a lock-up period of up to ten years. They also each agreed, for a period of ten years, not to engage, and to cause their controlled affiliates (a term which includes us and our subsidiaries) not to engage, in certain activities involving Five Star without the approval of the Five Star board of directors, including not to make or seek to effect any tender or exchange offer, merger or other business combination, or extraordinary transaction involving Five Star or a sale of all or a substantial portion of Five Star’s consolidated assets or solicit proxies to vote any voting securities of Five Star or encourage others to take any of the restricted activities. This consent, standstill, registration rights and lock-up agreement also provides ABP Trust, ABP Acquisition LLC, Adam D. Portnoy and Barry M. Portnoy with certain demand and "piggyback" registration rights with respect to certain shares of Five Star common stock, at any time after the lock-up period described above, subject to specified terms and conditions.

Waiver of Termination Fees in Connection with GOV-SIR Merger

On September 14, 2018, GOV and its wholly owned subsidiary, GOV MS REIT, a Maryland REIT, or Merger Sub, and SIR, entered into an agreement and plan of merger, or the Merger Agreement, pursuant to which, on the terms and subject to the satisfaction or waiver of the conditions thereof, SIR has agreed to merge with and into Merger Sub, with Merger Sub continuing as the surviving entity in the merger, or the Merger. It is expected that immediately after the merger of SIR into Merger Sub is effective, Merger Sub will then merge with and into GOV, with GOV as the surviving entity, and will change its name to “Office Properties Income Trust.” The Merger is expected to close by December 31, 2018, and the combined company will continue to be managed by RMR LLC pursuant to RMR LLC’s preexisting management agreements with GOV.

In connection with the Merger, SIR and RMR LLC entered into a letter agreement, or the RMR LLC Letter Agreement, pursuant to which, on the terms and subject to conditions contained therein, SIR and RMR LLC have acknowledged and agreed that, effective upon consummation of the Merger, SIR shall have terminated its business and property management agreements with RMR LLC for convenience, and RMR LLC shall have waived its right to receive payment of the termination fee pursuant to each such agreement upon such termination. The RMR LLC Letter Agreement further provides that such termination by SIR and waiver by RMR LLC shall apply only in respect of the Merger and will not apply in respect of any competing proposal or superior proposal (as those terms are defined in the Merger Agreement) or to any other transaction or arrangement. Upon consummation of the Merger and termination of RMR LLC's business management agreement with SIR, RMR LLC would also be eligible to receive a pro rata portion of the then current year's incentive fee, if earned. The measurement period for such pro rata incentive fee is the prior two full calendar years plus the period from the end of the last full calendar year through the closing date of the Merger.

Registration and Lock-up Agreements

We are parties to the following registration rights agreements, which we entered in connection with RMR LLC's reorganization in June 2015.

•

ABP Trust Registration Rights Agreement. RMR Inc. is party to a registration rights agreement with ABP Trust pursuant to which RMR Inc. has granted ABP Trust demand and piggyback registration rights, subject to certain limitations, covering the Class A Common Shares ABP Trust owns, including the shares received on conversion of Class B-1 Common Shares or redemption of the paired Class B-2 Common Shares and Class A Units of RMR LLC.


•	Managed Equity REITs Registration Rights Agreements. RMR Inc. is party to a registration rights agreement with each of GOV, HPT, SIR and SNH covering the Class A Common Shares that each of those Managed Equity REITs own, pursuant to which RMR Inc. granted each of them demand and piggyback registration rights, subject to certain limitations.

•

Founders Registration Rights and Lock-Up Agreements. Adam D. Portnoy, the estate of Barry M. Portnoy and ABP Trust are parties to a registration rights and lock-up agreement with each of GOV, HPT, SIR and SNH with respect to each such Managed Equity REITs’ common shares pursuant to which ABP Trust, Adam D. Portnoy and the estate of Barry M. Portnoy agreed not to transfer the Managed Equity REITs’ common shares they acquired in connection with RMR LLC’s reorganization in June 2015 for a period of ten years, subject to certain exceptions, and each of those Managed Equity REITs has granted ABP Trust, Adam D. Portnoy and the estate of Barry M. Portnoy demand and piggyback registration rights, subject to certain limitations.

Relationships Between Client Companies

Several of our Client Companies have historical and ongoing material relationships with other Client Companies. As of September 30, 2018, HPT owned 8.6% of the outstanding common shares of TA, SNH owned 8.5% of the outstanding common stock of Five Star and GOV owned 27.8% of the outstanding common shares of SIR, which GOV subsequently sold on October 9, 2018, in connection with the Merger; and SIR owned 69.2% of the outstanding common shares of ILPT. Each of ABP Trust, the Managed Equity REITs (other than ILPT), Five Star and TA owns 14.3% of AIC. HPT is TA’s principal landlord and TA is HPT’s largest tenant, operating travel center locations owned by HPT pursuant to long term leases. SNH is Five Star’s principal landlord and Five Star is SNH’s largest tenant and manager of senior living communities, operating senior living communities owned by SNH pursuant to long term agreements. Sonesta manages a number of HPT’s hotels pursuant to long term management agreements. Several of the independent trustees and independent directors of our publicly owned Client Companies also serve as independent trustees or independent directors of other publicly owned Client Companies, and one of our Managing Directors and the independent trustees and independent directors of the Managed REITs, FVE and TA serve on the board of directors of AIC.

Other

The Managed REITs and Managed Operators award grants of common shares directly to certain of our officers and employees in connection with the provision of services to those companies. For a description of the accounting implications to us of these share awards, please see Note 2, Summary of Significant Accounting Policies.

The compensation of senior executives of the Managed Operators, who are also employees or officers of RMR LLC, is the sole responsibility of the party to or on behalf of which the individual renders services. In the past, because at least 80.0% of each of these executives' business time was devoted to services to the Managed Operator, 80.0% of their total cash compensation was paid by the Managed Operator and the remainder was paid by RMR LLC.

In June 2017, we became aware that we had been a victim of a criminal fraud that law enforcement authorities refer to as business email compromise fraud. This fraud involved a person pretending to be the representative of the seller in a property acquisition transaction for one of our Managed Equity REITs. The impostor provided fraudulent wire instructions to one of our senior employees. As a result, funds were sent by wire transfer to an account that was believed to be, but in fact was not, the seller’s account, which resulted in our incurring a loss of $590, as well as additional expenses of $184 in connection with this matter for the fiscal year ended September 30, 2017. We recorded these amounts in general and administrative expense in our consolidated statements of comprehensive income. The affected Managed Equity REIT did not incur any loss in connection with this matter.

Effective December 31, 2017, Thomas M. O’Brien resigned from his position as an Executive Vice President and employee of RMR LLC and as president, chief executive officer and a managing director of TA. In connection with Mr. O’Brien’s resignation, RMR LLC and TA entered into a retirement agreement with Mr. O’Brien on November 29, 2017. Under Mr. O’Brien’s retirement agreement, all 5,600 of our unvested Class A Common Shares previously awarded to Mr. O’Brien were fully accelerated on December 31, 2017, and we recorded $332, the aggregate value of those shares on such date, as equity based compensation expense for the three months ended December 31, 2017. Under the retirement agreement, Mr. O’Brien also granted to TA, in the first instance, and RMR LLC, in the second instance, a right of first refusal in the event he determined to sell any of his shares of TA. On October 10, 2018, RMR LLC purchased 1,492,691 TA common shares from Mr. O’Brien for an aggregate purchase price of approximately $8,382, pursuant to its exercise of its right of first refusal and the terms of the retirement agreement.

Pursuant to the terms of the share award agreements, upon Barry M. Portnoy’s death, all his then unvested shares of RMR Inc. were immediately vested; this resulted in our recognizing $466 of equity based compensation for the fiscal year ended September 30, 2018. In September 2018, we paid the estate of Barry M. Portnoy a $2,600 cash bonus with respect to services he provided in fiscal year 2018.

Effective April 30, 2018, David J. Hegarty resigned from his position as an Executive Vice President of RMR LLC and as president and chief operating officer of SNH and retired as an employee of RMR LLC on September 30, 2018. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Hegarty on March 29, 2018. Pursuant to Mr. Hegarty’s retirement agreement with RMR LLC, RMR LLC paid him a cash payment in the amount of $1,250 following his resignation as an Executive Vice President of RMR LLC on April 30, 2018 and another cash payment in the amount of $1,250 following his resignation as an employee of RMR LLC on September 30, 2018. We recognized these cash payments, net of amounts previously accrued, over Mr. Hegarty’s remaining service period as Executive Vice President of RMR LLC, with the costs presented as separation costs on our consolidated statements of comprehensive income. In addition, all of our unvested Class A Common Shares previously awarded to Mr. Hegarty fully accelerated on September 30, 2018. For the fiscal year ended September 30, 2018, we recorded $2,500 in separation costs and $371 in equity based compensation expense related to Mr. Hegarty’s retirement agreement.

On October 24, 2018, Mark L. Kleifges announced his decision to retire and therefore resign from his position as an Executive Vice President of RMR LLC, as managing trustee, chief financial officer and treasurer of GOV and RIF, as chief financial officer and treasurer of HPT and as president and chief executive officer of RMR Advisors, in each case effective December 31, 2018. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Kleifges on October 24, 2018. Subject to the terms of Mr. Kleifges’ retirement agreement with RMR LLC, RMR LLC will pay him a cash payment in the amount of approximately $1,594 following his resignation as an Executive Vice President of RMR LLC on December 31, 2018 and another cash payment in the amount of approximately $1,594 following his resignation as an employee of RMR LLC on June 30, 2019. We will recognize these cash payments over Mr. Kleifges’ remaining service period as Executive Vice President of RMR LLC. In addition, all of our unvested Class A Common Shares previously awarded to Mr. Kleifges will fully accelerate on June 30, 2019, subject to conditions.

On October 24, 2018, John C. Popeo announced his decision to retire and therefore resigned from his position as an Executive Vice President of RMR LLC, as managing trustee, president and chief executive officer of ILPT and as chief financial officer and treasurer of SIR, in each case effective December 31, 2018. In connection with his retirement, RMR LLC entered into a retirement agreement with Mr. Popeo on October 24, 2018. Subject to the terms of Mr. Popeo’s retirement agreement with RMR LLC, RMR LLC will pay him a cash payment in the amount of approximately $963 following his resignation as an Executive Vice President of RMR LLC on November 30, 2018 and another cash payment in the amount of approximately $963 following his resignation as an employee of RMR LLC on March 31, 2019. We will recognize these payments over Mr. Popeo’s remaining service period as Executive Vice President of RMR LLC. In addition, all of our unvested Class A Common Shares previously awarded to Mr. Popeo will fully accelerate on March 31, 2019, subject to conditions.

We also recognized separation costs of $747 in connection with the resignations of two other non-executive officers of RMR LLC for the fiscal year ended September 30, 2018.