Shareholders' Equity

12 Months Ended

Dec. 31, 2023

Stockholders' Equity Note [Abstract]

Shareholders' Equity

Shareholders' Equity

We have common shares available for issuance under the terms of our equity compensation plan adopted in 2012, as amended, or the 2012 Plan. During the years ended December 31, 2023, 2022 and 2021, we awarded to our officers and other employees of The RMR Group LLC, or RMR, annual share awards of 800,000, 707,000 and 718,000 of our common shares, respectively, valued at $1,864, $919 and $2,448, in aggregate, respectively. In accordance with our Trustee compensation arrangements, we also awarded each of our then Trustees 20,000 common shares with an aggregate value of $244 ($35 per Trustee), 20,000 common shares with an aggregate value of $300 ($43 per Trustee) and 20,000 common shares with an aggregate value of $444 ($74 per Trustee) in 2023, 2022 and 2021, respectively. Also in September 2023, in connection with the election of one of our Trustees, we awarded 20,000 of our common shares to this Trustee with a value of $45. 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 awards. The common shares awarded to our Trustees vested immediately. The common shares awarded to our officers and certain other employees of RMR (in those capacities) vest in five equal annual installments beginning on the date of award. We include the value of awarded shares in general and administrative expenses in our consolidated statements of operations ratably over the vesting period. At December 31, 2023, 1,938,197 of our common shares remain available for issuance under the 2012 Plan.

A summary of shares awarded, forfeited, vested and unvested under the terms of the 2012 Plan from January 1, 2021 to December 31, 2023 is as follows:

	Number of Shares	Weighted Average Award Date Fair Value
Unvested shares at December 31, 2020	434,550	$	6.15
Shares awarded in 2021	838,000	$	3.45
Shares vested / forfeited in 2021	(426,930)	$	4.98
Unvested shares at December 31, 2021	845,620	$	4.07
Shares awarded in 2022	847,000	$	1.44
Shares vested / forfeited in 2022	(576,620)	$	3.24
Unvested shares at December 31, 2022	1,116,000	$	2.50
Shares awarded in 2023	960,000	$	2.24
Shares vested / forfeited in 2023	(847,800)	$	2.53
Unvested shares at December 31, 2023	1,228,200	$	2.28

The 1,228,200 unvested shares as of December 31, 2023 are scheduled to vest as follows: 428,200 shares in 2024, 377,200 shares in 2025, 270,400 shares in 2026 and 152,400 shares in 2027. As of December 31, 2023, the estimated future compensation for the unvested shares was $2,489 based on the adjusted award date fair value of these shares. At December 31, 2023, the weighted average period over which the compensation expense will be recorded is approximately 1.8 years. We recorded share based compensation expense of $1,840 in 2023, $1,733 in 2022 and $1,960 in 2021. We recognize forfeitures as they occur.

During 2023, 2022 and 2021, we purchased an aggregate of 184,344, 133,752 and 109,384, respectively, of our common shares from certain of our Trustees and officers and certain other current and former officers and employees of RMR in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares. See Note 8 for further information regarding these purchases.

A summary of cash distributions paid to common shareholders, for federal income tax purposes, are as follows for the periods presented:

	Annual Per				Characterization of Distribution
	Share		Total		Ordinary		Capital		Return of
Year	Distribution		Distribution		Income		Gain		Capital
2023	$	0.04	$	9,595	—	%	—	%	100.0	%
2022	$	0.04	$	9,568	—	%	14.0	%	86.0	%
2021	$	0.04	$	9,540	—	%	100.0	%	—	%

On January 11, 2024, we declared a quarterly distribution to common shareholders of record on January 22, 2024 of $0.01 per share, or approximately $2,403 in aggregate. We paid this distribution on February 15, 2024, using cash on hand.