Shareholders' Equity

12 Months Ended

Dec. 31, 2019

Stockholders' Equity Note [Abstract]

We have common shares available for issuance under the terms of our equity compensation plan adopted in 2012, or the 2012 Plan. During the years ended December 31, 2019, 2018 and 2017, we granted to our officers and other employees of RMR LLC annual share awards of 187,500, 105,800 and 88,100 of our common shares, respectively, valued at $1,633, $2,022 and $1,743, in aggregate, respectively. In accordance with our Trustee compensation arrangements, we also granted each of our Trustees 3,000 common shares with an aggregate value of $119 ($24 per Trustee), 3,000 common shares with an aggregate value of $248 ($50 per Trustee) and 3,000 common shares with an aggregate value of $319 ($64 per Trustee) in 2019, 2018 and 2017, respectively. In addition, in accordance with our trustee compensation arrangements, we granted 3,000 common shares with a value of $47 in connection with the election of one of our Managing Trustees in March 2018. The values of the share awards were based upon the closing price of our common shares trading on The Nasdaq Stock Market LLC, or Nasdaq, on the dates of grant. The common shares granted to our Trustees vested immediately. The common shares granted to our officers and certain other employees of RMR LLC vest in five equal annual installments beginning on the date of grant. We include the value of granted shares in general and administrative expenses in our consolidated statements of comprehensive income (loss) ratably over the vesting period. At December 31, 2019, 2,214,932 of our common shares remain available for issuance under the 2012 Plan.

A summary of shares granted, forfeited, vested and unvested under the terms of the 2012 Plan from January 1, 2017 to December 31, 2019 is as follows:



	Number of Shares		Weighted Average Grant Date Fair Value
Unvested shares at December 31, 2016	153,410		$	19.92
Shares granted in 2017	103,100		$	19.99
Shares vested / forfeited in 2017	(108,500	)	$	20.05
Unvested shares at December 31, 2017	148,010		$	19.71
Shares granted in 2018	123,800		$	18.72
Shares vested / forfeited in 2018	(109,820	)	$	18.31
Unvested shares at December 31, 2018	161,990		$	19.41
Shares granted in 2019	202,500		$	8.65
Shares vested / forfeited in 2019	(137,150	)	$	8.94
Unvested shares at December 31, 2019	227,340		$	12.52

The 227,340 unvested shares as of December 31, 2019 are scheduled to vest as follows: 73,080 shares in 2020, 63,840 shares in 2021, 53,520 shares in 2022 and 36,900 shares in 2023. As of December 31, 2019, the estimated future compensation for the unvested shares was $2,423 based on the adjusted grant date fair value of these shares. At December 31, 2019, the weighted

average period over which the compensation expense will be recorded is approximately 2.0 years. We recorded share based compensation expense of $1,388 in 2019, $2,224 in 2018 and $2,155 in 2017.

During 2019, 2018 and 2017, we purchased an aggregate of 31,747, 22,999 and 17,170, respectively, of our common shares from certain employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. See Note 7 for further information regarding these purchases.



	Annual Per				Characterization of Distribution
	Share		Total		Ordinary		Capital		Return of
Year	Distribution		Distribution		Income		Gain		Capital
2019	$	0.84	$	199,719	—	%	25.7	%	74.3	%
2018	$	1.56	$	370,746	38.1	%	61.9	%	—	%
2017	$	1.56	$	370,608	89.2	%	10.8	%	—	%

On January 16, 2020, we declared a regular quarterly distribution payable to our common shareholders of record on January 27, 2020 in the amount of $0.15 per share, or approximately $35,684. We paid this distribution on February 20, 2020, using cash on hand and borrowings under our revolving credit facility.