Shareholders’ Equity

9 Months Ended

Jun. 30, 2020

Stockholders' Equity Note [Abstract]

Issuances and Repurchases

We grant our Class A Common Shares to our Directors, officers and employees under the 2016 Omnibus Equity Plan adopted in 2016, or the 2016 Plan. Shares issued to Directors vest immediately. Shares issued to employees vest in five equal, consecutive, annual installments, with the first installment vesting on the date of grant. We recognize share forfeitures as they occur. Compensation expense related to share grants is determined based on the market value of our shares on the date of grant, with the aggregate value of the granted shares amortized to expense over the related vesting period. Expense recognized for shares granted to Directors are included in general and administrative expenses and for shares granted to employees are included in equity based compensation in our condensed consolidated statements of income.

On March 11, 2020, we granted 3,000 of our Class A Common Shares, valued at $31.28 per share, the closing price of our Class A Common Shares on The Nasdaq Stock Market LLC, or Nasdaq, on that day, to each of our Managing Directors and Independent Directors as part of his or her annual compensation for serving as a Director. On June 23, 2020, in connection with the election of one of our Independent Directors, we awarded to such Director 3,000 of our common shares, valued at $31.66 per share, the closing price of our common shares on the Nasdaq on that day. For the three and nine months ended June 30, 2020, we recorded general and administrative expense of $95 and $564, respectively, for Director grants.

Equity based compensation expense related to shares granted to certain officers and employees was $563 and $452 for the three months ended June 30, 2020 and 2019, respectively, and $1,789 and $1,395 for the nine months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, we had 109,210 unvested shares outstanding which are scheduled to vest as follows: 39,910 shares in 2020, 31,940 shares in 2021, 23,280 shares in 2022 and 14,080 in 2023.

In connection with the vesting and issuance of awards of our Class A Common Shares to our Directors, officers and employees, we provide for the ability to repurchase our Class A Common Shares to satisfy tax withholding and payment obligations. The repurchase price is based on the closing price of our Class A Common Shares on the Nasdaq on the repurchase date. During the nine months ended June 30, 2020, we withheld and repurchased 4,455 of our Class A Common Shares for an aggregate value of $155, which is reflected as a decrease to shareholders’ equity in our condensed consolidated balance sheets.

In connection with the issuances and repurchases of our Class A Common Shares, and as required by the RMR LLC operating agreement, RMR LLC concurrently issues or acquires an identical number of Class A Units from RMR Inc.

Distributions

During the nine months ended June 30, 2020 and 2019, we declared and paid dividends on our Class A Common Shares and Class B-1 Common Shares as follows:



Declaration	Record	Paid	Distributions		Total
Date	Date	Date	Per Common Share		Distributions
Nine Months Ended June 30, 2020
10/17/2019	10/28/2019	11/14/2019	$	0.38	$	6,195
1/16/2020	1/27/2020	2/20/2020	0.38		6,194
4/16/2020	4/27/2020	5/21/2020	0.38		6,200
			$	1.14	$	18,589
Nine Months Ended June 30, 2019
10/18/2018	10/29/2018	11/15/2018	$	0.35	$	5,680
1/18/2019	1/28/2019	2/21/2019	0.35		5,680
4/18/2019	4/29/2019	5/16/2019	0.35		5,684
			$	1.05	$	17,044

These dividends were funded in part by distributions from RMR LLC to holders of its membership units as follows:



			Distributions Per		Total		RMR LLC		RMR LLC
Declaration	Record	Paid	RMR LLC		RMR LLC		Distributions		Distributions
Date	Date	Date	Membership Unit		Distributions		to RMR Inc.		to ABP Trust
Nine Months Ended June 30, 2020
10/17/2019	10/28/2019	11/14/2019	$	0.30	$	9,391	$	4,891	$	4,500
1/16/2020	1/27/2020	2/20/2020	0.30		9,390		4,890		4,500
4/16/2020	4/27/2020	5/21/2020	0.30		9,394		4,894		4,500
			$	0.90	$	28,175	$	14,675	$	13,500
Nine Months Ended June 30, 2019
10/18/2018	10/29/2018	11/15/2018	$	0.30	$	9,369	$	4,869	$	4,500
1/18/2019	1/28/2019	2/21/2019	0.30		9,369		4,869		4,500
4/18/2019	4/29/2019	5/16/2019	0.30		9,372		4,872		4,500
			$	0.90	$	28,110	$	14,610	$	13,500

The remainder of the above noted dividends that were paid were funded with cash accumulated at RMR Inc.

On July 16, 2020, we declared a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares to our shareholders of record as of July 27, 2020, in the amount of $0.38 per Class A Common Share and Class B-1 Common Share, or $6,200. This dividend will be partially funded by a distribution from RMR LLC to holders of its membership units in the

amount of $0.30 per unit, or $9,395, of which $4,895 will be distributed to us based on our aggregate ownership of 16,315,445 membership units of RMR LLC and $4,500 will be distributed to ABP Trust based on its ownership of 15,000,000 membership units of RMR LLC. The remainder of this dividend will be funded with cash accumulated at RMR Inc. We expect to pay this dividend on or about August 20, 2020.