XML 35 R15.htm IDEA: XBRL DOCUMENT v3.20.4
Shareholders' Equity
12 Months Ended
Dec. 31, 2020
Stockholders' Equity Note [Abstract]  
Shareholders' Equity
Note 7. Shareholders' Equity
Common Share Awards
We have common shares available for issuance under the terms of our 2012 Equity Compensation Plan, or our Share Award Plan. During the years ended December 31, 2020, 2019 and 2018, we awarded 264,400 of our common shares with an aggregate market value of $2,232, 140,100 of our common shares with an aggregate market value of $3,507 and 97,000 of our common shares with an aggregate market value of $2,810, respectively, to our officers and certain other employees of our manager, RMR LLC, pursuant to the Share Award Plan. The value of the share awards was based upon the closing price of our common shares on The Nasdaq Stock Market LLC, or Nasdaq, on the date of the award. See Note 9 for a further discussion of the awards we made to our officers and certain other employees of RMR LLC. On February 27, 2020, we awarded 3,000 of our common shares each to two new Trustees who were elected to our Board of Trustees with an aggregate market value of $112. In addition, we awarded each of our Trustees 5,000 of our common shares with an aggregate market value of $378 ($54 per trustee) during the year ended December 31, 2020. On April 12, 2018, we awarded 3,000 of our common shares with an aggregate market value of $75 to one of our Managing Trustees who was elected as a Managing Trustee that day. In addition, we awarded each of our then Trustees 3,000 of our common shares in each of 2019 and 2018 with an aggregate market value of $370 ($74 per trustee) and $427 ($85 per trustee), respectively, as part of their annual compensation. The values of the share awards were based upon the closing price of our common shares on Nasdaq on the dates of the awards. The shares awarded to our Trustees vest immediately. The shares awarded to our officers and certain other employees of RMR LLC vest in five equal annual installments beginning on the date of award. Shares forfeited are recognized as they occur. Share awards are expensed ratably over the vesting period and the value of such share awards are included in general and administrative expense in our consolidated statements of comprehensive income (loss).
A summary of shares awarded, vested, forfeited and unvested under the terms of the Share Award Plan for the years ended December 31, 2020, 2019 and 2018 is as follows:
202020192018
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 shares, beginning of year194,540 $26.59 164,000 $28.39 146,605 $27.93 
Shares granted305,400 8.91 155,100 25.00 115,000 28.80 
Shares vested(173,190)17.76 (122,010)25.09 (96,375)28.73 
Shares forfeited(850)26.93 (2,550)27.49 (1,230)— 
Unvested shares, end of year325,900 $14.71 194,540 $26.59 164,000 $28.39 
The 325,900 unvested shares as of December 31, 2020 are scheduled to vest as follows: 131,660 shares in 2021, 79,760 shares in 2022, 67,600 shares in 2023 and 46,880 shares in 2024. As of December 31, 2020, the estimated future compensation expense for the unvested shares was $3,664. The weighted average period over which the compensation expense will be recorded is approximately 22 months. During the years ended December 31, 2020, 2019 and 2018, we recorded $3,206, $2,849 and $3,187, respectively, of compensation expense related to the Share Award Plan.
At December 31, 2020, 2,029,893 of our common shares remain reserved for issuance under our current Share Award Plan.
Share Repurchases
During the years ended December 31, 2020, 2019 and 2018, we repurchased our common shares from certain of our officers and certain current or former employees of RMR LLC, in satisfaction of tax withholding and payment obligations in connection with the vesting of our common shares as follows:
YearAggregate Number
of Shares Repurchased
Weighted Average
Repurchase Price
Value
202043,751 $7.90$346
201931,225 $25.61$800
201821,202 $28.59$606
Distributions
During the years ended December 31, 2020, 2019 and 2018, we paid distributions on our common shares as follows:
Annual Per Share DistributionTotal DistributionCharacterization of Distribution
Year Ordinary IncomeCapital GainReturn of CapitalQualified Dividend
2020$0.57$93,804—%100.00%—%
2019$2.15$353,62044.50%37.93%17.57%0.50%
2018$2.11$346,832100.00%
On January 14, 2021, we declared a distribution of $0.01 per common share, or $1,648, which we paid on February 18, 2021, to shareholders of record on January 25, 2021.
Cumulative Other Comprehensive Income (Loss)
Cumulative other comprehensive income (loss) represents our share of the comprehensive loss of Sonesta and AIC. See Notes 5 and 9 for further information regarding these investments.
The following table presents changes in the amounts we recognized in cumulative other comprehensive income (loss) by component for the year ended December 31, 2020:
Equity in
Unrealized Gain
(Loss) of InvesteesTotal
Balance at December 31, 2018$(266)$(266)
Amounts reclassified from cumulative other comprehensive income to retained earnings91 91 
Amounts reclassified from cumulative other comprehensive income to net income175 175 
Balance at December 31, 2019— — 
Current year other comprehensive loss(760)(760)
Amounts reclassified from cumulative other comprehensive income to net income— — 
Balance at December 31, 2020$(760)$(760)