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 September 30, 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 trustees of each of the Managed 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 director of Five Star, 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 September 30, 2021, Adam D. Portnoy beneficially owned, in aggregate, 6.4% 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) and 7.4% of SEVN’s outstanding common shares.

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 (and, prior to the Merger, TRMT) are provided or arranged by Tremont Realty Capital. All of SEVN’s (and, prior to the Merger, TRMT’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.


	Fiscal Year Ended September 30, 2021
	Total		Total
	Management and Advisory		Reimbursable		Total
	Services Revenues		Costs		Revenues
Managed Public Real Estate Capital:
DHC	$	36,372	$	135,146	$	171,518
ILPT	17,745		20,094		37,839
OPI	37,251		206,351		243,602
SVC	45,854		33,552		79,406
Total Managed Equity REITs	137,222		395,143		532,365
SEVN (1)	2,798		2,129		4,927
TRMT (1)	1,778		3,620		5,398
	141,798		400,892		542,690

Managed Private Real Estate Capital:
ABP Trust	4,295		23,324		27,619
Other private entities	3,771		6,006		9,777
	8,066		29,330		37,396

Managed Operating Companies:
Five Star	7,123		368		7,491
Sonesta	4,497		196		4,693
TA	13,727		774		14,501
	25,347		1,338		26,685

Total revenues from related parties	175,211		431,560		606,771
Revenues from unrelated parties	467		—		467
	$	175,678	$	431,560	$	607,238

(1)As discussed in Note 1, Organization, TRMT merged with and into SEVN on September 30, 2021, with SEVN continuing as the surviving company. This table presents revenues for the fiscal year ended September 30, 2021, for TRMT separately as they relate to a period prior to the Merger.


	Fiscal Year Ended September 30, 2020
	Total		Total
	Management and Advisory		Reimbursable		Total
	Services Revenues		Costs		Revenues
Managed Public Real Estate Capital:
DHC	$	36,185	$	138,897	$	175,082
ILPT	21,473		26,583		48,056
OPI	37,935		204,282		242,217
SVC	44,301		17,535		61,836
Total Managed Equity REITs	139,894		387,297		527,191
SEVN (1)	2,767		—		2,767
TRMT (1)	144		2,406		2,550
	142,805		389,703		532,508

Managed Private Real Estate Capital:
ABP Trust	4,639		26,893		31,532
Other private entities	—		213		213
	4,639		27,106		31,745

Managed Operating Companies:
Five Star	8,787		297		9,084
Sonesta	1,505		233		1,738
TA	13,084		481		13,565
	23,376		1,011		24,387

Total revenues from related parties	170,820		417,820		588,640
Revenues from unrelated parties	857		8		865
	$	171,677	$	417,828	$	589,505

(1)As discussed in Note 1, Organization, TRMT merged with and into SEVN on September 30, 2021, with SEVN continuing as the surviving company. This table presents revenues for the fiscal year ended September 30, 2020, for TRMT separately as they relate to a period prior to the Merger.


	Fiscal Year Ended September 30, 2019
	Total		Total
	Management and Advisory		Reimbursable		Total
	Services Revenues		Costs		Revenues
Managed Public Real Estate Capital:
DHC	$	84,021	$	126,707	$	210,728
ILPT	17,613		25,629		43,242
OPI (1)	39,385		199,906		239,291
SIR (1)	32,276		15,567		47,843
SVC	93,758		8,271		102,029
Total Managed Equity REITs	267,053		376,080		643,133
SEVN (2)	3,013		—		3,013
TRMT (2)	138		3,371		3,509
	270,204		379,451		649,655

Managed Private Real Estate Capital:
ABP Trust	4,332		31,104		35,436
Other private entities	180		390		570
	4,512		31,494		36,006

Managed Operating Companies:
Five Star	9,473		229		9,702
Sonesta	2,908		278		3,186
TA	13,706		485		14,191
	26,087		992		27,079

Total revenues from related parties	300,803		411,937		712,740
Revenues from unrelated parties	535		93		628
	$	301,338	$	412,030	$	713,368

(1)OPI (then GOV) acquired SIR by merger on December 31, 2018. This table presents revenues for the applicable part of the fiscal year ended September 30, 2019, from SIR separately as they relate to a period prior to this merger.

(2)As discussed in Note 1, Organization, TRMT merged with and into SEVN on September 30, 2021, with SEVN continuing as the surviving company. This table presents revenues for the fiscal year ended September 30, 2019, for TRMT separately as they relate to a period prior to the Merger.

On May 21, 2019, TRMT issued and sold 5,000,000 common shares of beneficial interest, $0.01 par value per share, or TRMT Common Shares, in an underwritten public offering, or the Offering, pursuant to an underwriting agreement among TRMT, Tremont Realty Capital and the underwriters. Tremont Realty Capital purchased 1,000,000 TRMT Common Shares in the Offering at a total price of $5,650. The underwriters did not receive any discount for the TRMT Common Shares that Tremont Realty Capital purchased in the Offering.

Immediately prior to the consummation of the Merger on September 30, 2021, Tremont Realty Capital owned 1,600,100, or approximately 19.3%, of TRMT’s common shares. As a result of the Merger, Tremont Realty Capital owns 825,651, or approximately 5.7% of SEVN’s outstanding common shares.

Until May 23, 2019, TRMT was a party to a credit agreement with Tremont Realty Capital as the lender, or the Credit Agreement. Pursuant to the Credit Agreement, from time to time until August 4, 2019, the scheduled expiration date of the Credit Agreement, TRMT was able to borrow up to $25,000 and, beginning May 3, 2019, up to $50,000 in subordinated unsecured loans at a rate of 6.50% per annum.

In connection with TRMT’s repayment of the outstanding amount of $14,220 on May 23, 2019, TRMT terminated the Credit Agreement. As part of the repayment amount, TRMT paid Tremont Realty Capital approximately $39 of interest and $7 of facility fees related to the Credit Agreement.


	September 30,
	2021						2020
	Accounts		Reimbursable				Accounts		Reimbursable
	Receivable		Costs		Total		Receivable		Costs		Total
Managed Public Real Estate Capital:
DHC	$	6,005	$	17,866	$	23,871	$	5,548	$	22,035	$	27,583
ILPT	2,934		6,928		9,862		3,089		5,791		8,880
OPI	8,625		33,693		42,318		7,883		30,529		38,412
SVC	5,841		8,992		14,833		4,258		6,326		10,584
Total Managed Equity REITs	23,405		67,479		90,884		20,778		64,681		85,459
SEVN (1)	1,717		1,180		2,897		—		—		—
TRMT (1)	—		—		—		19		614		633
	25,122		68,659		93,781		20,797		65,295		86,092

Managed Private Real Estate Capital:
ABP Trust	1,202		2,678		3,880		1,106		2,364		3,470
Other private entities	869		770		1,639		—		—		—
	2,071		3,448		5,519		1,106		2,364		3,470

Managed Operating Companies:
Five Star	136		422		558		149		102		251
Sonesta	17		—		17		—		—		—
TA	124		2,993		3,117		176		380		556
	277		3,415		3,692		325		482		807

	$	27,470	$	75,522	$	102,992	$	22,228	$	68,141	$	90,369

(1)As a result of the Merger, SEVN succeeded to TRMT's rights and obligations. As a result, SEVN is obligated to pay all amounts due from TRMT as of September 30, 2021. This table presents amounts due as of September 30, 2020, from TRMT separately as they relate to a period prior to the Merger.

As of September 30, 2021, 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, 2021, 2020 and 2019, we incurred rental expense under related party leases aggregating $5,667, $5,619 and $5,646, 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. For additional information regarding leases, please see Note 10, Leases.

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. During the fiscal years ended September 30, 2021, 2020 and 2019, we paid $2,158, $2,111 and $2,266, respectively, to ABP Trust pursuant to the Tax Receivable Agreement. As of September 30, 2021, our 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 fiscal years ended September 30, 2021, 2020 and 2019, pursuant to the RMR LLC operating agreement, RMR LLC made required quarterly tax distributions to holders of its membership units totaling $31,469, $31,545 and $79,074, respectively, of which $16,764, $16,606 and $41,099, respectively, was distributed to us and $14,705, $14,939 and $37,975, 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 to pay our U.S. federal and state income tax liabilities and to pay our obligations under the Tax Receivable Agreement.

On September 30, 2020, RMR LLC purchased 104,738 shares of TA common stock from TA’s former Managing Director and Chief Executive Officer pursuant to a right of first refusal. RMR LLC paid an aggregate purchase price of $2,259 for these shares.

•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.

•Founders Registration Rights and Lock-Up Agreements. Adam D. Portnoy and ABP Trust are parties to a registration rights and lock-up agreement with each of DHC, OPI and SVC with respect to each such Managed Equity REITs’ common shares pursuant to which ABP Trust and Adam D. 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 and Adam D. Portnoy demand and piggyback registration rights, subject to certain limitations.

•Registration Rights and Lock-Up Agreement with Five Star. Adam D. Portnoy and ABP Trust are parties to a registration rights and lock-up agreement with Five Star with respect to Five Star’s common stock pursuant to which ABP Trust and Adam D. Portnoy agreed not to transfer the Five Star common stock they acquired in 2016 for a period of ten years, subject to certain exceptions, and Five Star has granted ABP Trust and Adam D. Portnoy demand and piggyback registration rights, subject to certain limitations.

In addition, in connection with a capital market transaction that we or any of our clients may engage in from time-to-time, we or other clients and our and their related parties may enter into customary lock up agreements with the underwriters for that capital transaction with respect to the shares that we or the other clients may own of the issuer in that capital market transaction.

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 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, 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.


	Fiscal Year Ended September 30,
	2021		2020		2019
Former executive officers:
Cash separation costs	$	2,900	$	260	$	5,312
Equity based separation costs	295		281		1,488
	3,195		541		6,800
Former nonexecutive officers and other:
Cash separation costs (1)	1,142		1,316		153
Equity based separation costs	188		24		97
	1,330		1,340		250
Total separation costs	$	4,525	$	1,881	$	7,050

(1)During the fiscal year ended September 30, 2021, we were indemnified for a withdrawal liability of $515 that we had recorded during the fiscal year ended September 30, 2020 related to a prior client’s shared pension plan accounted for as a multiemployer benefit plan.

The Managed REITs and Managed Operating Companies award 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 and Note 6, Shareholders’ Equity.

The compensation of senior executives of the Managed Operating Companies, 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 Operating Company, 80.0% of their total cash compensation was paid by the Managed Operating Companies and the remainder was paid by RMR LLC.