Shareholders’ Equity

6 Months Ended

Mar. 31, 2022

Stockholders' Equity Note [Abstract]

Shareholders’ Equity

Shareholders’ Equity

We award 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 in that capacity vest immediately. Shares issued to employees in that capacity vest in five equal, consecutive, annual installments, with the first installment vesting on the date of award. We recognize forfeitures as they occur. Compensation expense related to share awards is determined based on the market value of our shares on the date of award, with the aggregate value of the awarded shares amortized to expense over the related vesting period. Expense recognized for shares awarded to Directors in that capacity are included in general and administrative expenses and for shares awarded to employees in that capacity are included in equity based compensation in our condensed consolidated statements of income.

On March 10, 2022, we awarded 3,000 of our Class A Common Shares, valued at $30.36 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 Directors as part of his or her annual compensation for serving as a Director. For the three and six months ended March 31, 2022, we recorded general and administrative expense of $547 for these awards.

Equity based compensation expense related to shares awarded to certain officers and employees was $621 and $546 for the three months ended March 31, 2022 and 2021, respectively, and $1,242 and $1,104 for the six months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, we had 158,730 unvested shares outstanding which are scheduled to vest as follows: 55,750 shares in 2022, 47,980 shares in 2023, 35,940 shares in 2024 and 19,060 in 2025.

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. The aggregate value of 970 Class A Common Shares repurchased during the six months ended March 31, 2022 was $31, which is recorded as a decrease to additional paid in capital within 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 six months ended March 31, 2022 and 2021, 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
Six Months Ended March 31, 2022
10/14/2021	10/25/2021	11/18/2021	$	0.38	$	6,264
1/13/2022	1/24/2022	2/17/2022	0.38		6,265
			$	0.76	$	12,529
Six Months Ended March 31, 2021
10/15/2020	10/26/2020	11/19/2020	$	0.38	$	6,230
1/14/2021	1/25/2021	2/18/2021	0.38		6,230
			$	0.76	$	12,460

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
Six Months Ended March 31, 2022
10/14/2021	10/25/2021	11/18/2021	$	0.30	$	9,446	$	4,946	$	4,500
1/13/2022	1/24/2022	2/17/2022	0.30		9,446		4,946		4,500
			$	0.60	$	18,892	$	9,892	$	9,000
Six Months Ended March 31, 2021
10/15/2020	10/26/2020	11/19/2020	$	0.30	$	9,419	$	4,919	$	4,500
1/14/2021	1/25/2021	2/18/2021	0.30		9,419		4,919		4,500
			$	0.60	$	18,838	$	9,838	$	9,000

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

On April 14, 2022, we declared a quarterly dividend on our Class A Common Shares and Class B-1 Common Shares to our shareholders of record as of April 25, 2022, in the amount of $0.40 per Class A Common Share and Class B-1 Common Share, or $6,601. This dividend will be partially funded by a distribution from RMR LLC to holders of its membership units in the amount of $0.32 per unit, or $10,080, of which $5,280 will be distributed to us based on our aggregate ownership of 16,501,536 membership units of RMR LLC and $4,800 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 May 19, 2022.