Shareholders' Equity

12 Months Ended

Dec. 31, 2020

Stockholders' Equity Note [Abstract]

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, 2020, 2019 and 2018, we awarded to our officers and other employees of RMR LLC annual share awards of 360,000, 187,500 and 105,800 of our common shares, respectively, valued at $1,357, $1,633 and $2,022, in aggregate, respectively. In accordance with our Trustee compensation arrangements, we also awarded each of our Trustees 10,000 common shares with an aggregate value of $176 ($29 per Trustee), 3,000 common shares with an aggregate value of $119 ($24 per Trustee) and 3,000 common shares with an aggregate value of $248 ($50 per Trustee) in 2020, 2019 and 2018, respectively. In addition, in accordance with our trustee compensation arrangements, we awarded 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 awards. 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 include the value of awarded shares in general and administrative expenses in our consolidated statements of comprehensive income (loss) ratably over the vesting period. At December 31, 2020, 1,843,617 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, 2018 to December 31, 2020 is as follows:


	Number of Shares	Weighted Average Award Date Fair Value
Unvested shares at December 31, 2017	148,010	$	19.71
Shares awarded 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 awarded 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
Shares awarded in 2020	420,000	$	3.65
Shares vested / forfeited in 2020	(212,790)	$	7.04
Unvested shares at December 31, 2020	434,550	$	6.15

The 434,550 unvested shares as of December 31, 2020 are scheduled to vest as follows: 158,330 shares in 2021, 111,920 shares in 2022, 97,900 shares in 2023 and 66,400 shares in 2024. As of December 31, 2020, the estimated future compensation for the unvested shares was $2,205 based on the adjusted award date fair value of these shares. At December 31, 2020, the weighted average period over which the compensation expense will be recorded is approximately 1.9 years. We recorded share based compensation expense of $1,568 in 2020, $1,388 in 2019 and $2,224 in 2018. We recognize forfeitures as they occur.

During 2020, 2019 and 2018, we purchased an aggregate of 47,375, 31,747 and 22,999, 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 8 for further information regarding these purchases.

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


	Annual Per				Characterization of Distribution
	Share		Total		Ordinary		Capital		Return of
Year	Distribution		Distribution		Income		Gain		Capital
2020	$	0.18	$	42,825	—	%	—	%	100.0	%
2019	$	0.84	$	199,719	—	%	25.7	%	74.3	%
2018	$	1.56	$	370,746	38.1	%	61.9	%	—	%

On January 14, 2021, we declared a regular quarterly distribution payable to our common shareholders of record on January 25, 2021 in the amount of $0.01 per share, or approximately $2,383. We paid this distribution on February 18, 2021, using cash on hand.

As described in Note 6, pursuant to the Restructuring Transaction, on January 1, 2020, Five Star issued an aggregate of 16,118,849 common shares, with an aggregate value of $59,801, to our shareholders of record as of December 13, 2019. We recorded this issuance as a non-cash distribution in our consolidated financial statements.