Shareholders' Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Shareholders' Equity

Shareholders’ Equity

Share Awards

We have common shares available for issuance under the terms of our Amended and Restated 2009 Incentive Share Award Plan, or the 2009 Plan. During the years ended December 31, 2021, 2020 and 2019, we awarded to our officers and other employees of RMR LLC annual share awards of 117,800, 108,600 and 103,100 of our common shares, respectively, valued at $2,994, $2,502 and $3,080, in aggregate, respectively. We also awarded each of our then eight Trustees 3,500 of our common shares in each of 2021 and 2020, and 3,000 of our common shares in 2019 as part of their annual compensation. These awards had aggregate values of $837 ($105 per Trustee), $745 ($93 per Trustee) and $575 ($72 per Trustee) in 2021, 2020 and 2019, respectively. In addition, we awarded 3,000 of our common shares, with a value of $270 ($90 per Trustee) in connection with the election of three of our Trustees in 2019. The values of the share awards were based upon the closing price of our common shares trading on Nasdaq on the date of grant. The common shares awarded to our Trustees vested immediately. The common shares awarded to our officers and certain other employees of RMR LLC vest in five equal annual installments beginning on the date of award. We recognize share forfeitures as they occur. We include the value of awarded shares in general and administrative expenses ratably over the vesting period.

A summary of shares awarded, forfeited, vested and unvested under the terms of the 2009 Plan for the years ended December 31, 2021, 2020 and 2019, is as follows:

	2021			2020			2019
	Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value		Number of Shares	Weighted Average Grant Date Fair Value
Unvested at beginning of year	157,521	$	29.26	106,680	$	40.16	55,321	$	73.25
Awarded	145,800	$	26.28	136,600	$	23.77	136,100	$	28.84
Forfeited	(700)	$	25.97	(586)	$	43.75	(1,474)	$	49.10
Vested	(120,397)	$	30.24	(85,173)	$	34.02	(83,267)	$	27.78
Unvested at end of year	182,224	$	26.23	157,521	$	29.26	106,680	$	40.16

The 182,224 unvested shares as of December 31, 2021 are scheduled to vest as follows: 60,184 shares in 2022, 56,900 shares in 2023, 41,580 shares in 2024 and 23,560 shares in 2025. As of December 31, 2021, the estimated future compensation expense for the unvested shares was $4,279. The weighted average period over which the compensation expense will be recorded is approximately 23 months. During the years ended December 31, 2021, 2020 and 2019, we recorded $2,868, $3,315 and $3,088, respectively, of compensation expense related to the 2009 Plan. At December 31, 2021, 987,610 of our common shares remained available for issuance under the 2009 Plan.

Share Purchases

During the years ended December 31, 2021, 2020 and 2019, we purchased 37,801, 19,589 and 15,588 of our common shares, respectively, valued at weighted average share prices of $26.55, $22.15 and $29.76 per common share, respectively, from certain of our current and former Trustees and officers and certain current and former officers and employees of RMR LLC in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

Distributions

During the years ended December 31, 2021, 2020 and 2019, we paid distributions on our common shares as follows:

	Annual Per Share Distribution		Total Distributions		Characterization of Distributions
Year					Return of Capital	Ordinary Income	Qualified Dividend
2021	$	2.20	$	106,368	—%	100.00%	—%
2020	$	2.20	$	106,121	—%	100.00%	—%
2019	$	2.20	$	105,868	—%	100.00%	—%

On January 13, 2022, we declared a distribution payable to common shareholders of record on January 24, 2022 in the amount of $0.55 per share, or approximately $26,600. We expect to pay this distribution on or about February 17, 2022.