XML 39 R16.htm IDEA: XBRL DOCUMENT v3.22.0.1
Shareholders' Equity
 12 Months Ended
Dec. 31, 2021
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, 2021, 2020 and 2019, we awarded 340,700 of our common shares with an aggregate market value of $3,839, 264,400 of our common shares with an aggregate market value of $2,232 and 140,100 of our common shares with an aggregate market value of $3,507, respectively, to our officers and certain other employees of our manager, RMR LLC, pursuant to our 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 June 16, 2021, in accordance with our Trustee compensation arrangements, we awarded under our Share Award Plan 7,000 of our common shares to each of our seven Trustees, valued at $13.94 per common share, the closing price of our common shares on Nasdaq, on that day.
On September 15, 2021, we awarded under our Share Award Plan an aggregate of 291,700 of our common shares, valued at $10.82 per common share, the closing price of our common shares on Nasdaq on that day, to our officers and certain other current and former officers and employees of RMR LLC.
On February 27, 2020, in accordance with our Trustee compensation arrangements we awarded under our Share Award Plan 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 June 14, 2019, in accordance with our Trustee compensation arrangements, we awarded under our Share Award Plan each of our then Trustees 3,000 of our common shares in 2019 with an aggregate market value of $370 ($74 per trustee) as part of their annual compensation.
The value of the share awards were based upon the closing price of our common shares on Nasdaq on the date of the awards. The shares awarded to our Trustees vest immediately.
The shares awarded to our officers and certain other employees of RMR LLC (in those capacities) 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, 2021, 2020 and 2019 is as follows:
202120202019
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 year325,900 $14.71 194,540 $26.59 164,000 $28.39 
Shares granted340,700 $11.26 305,400 $8.91 155,100 $25.00 
Shares vested(240,470)$14.78 (173,190)$17.76 (122,010)$25.09 
Shares forfeited(1,100)$12.96 (850)$26.93 (2,550)$27.49 
Unvested shares, end of year425,030 $11.93 325,900 $14.71 194,540 $26.59 
The 425,030 unvested shares as of December 31, 2021 are scheduled to vest as follows: 137,030 shares in 2022, 125,040 shares in 2023, 104,620 shares in 2024 and 58,340 shares in 2025. As of December 31, 2021, the estimated future compensation expense for the unvested shares was $4,518. The weighted average period over which the compensation expense will be recorded is approximately 22 months. During the years ended December 31, 2021, 2020 and 2019, we recorded $2,964, $3,206 and $2,849, respectively, of compensation expense related to the Share Award Plan.
At December 31, 2021, 1,761,393 of our common shares remain reserved for issuance under our current Share Award Plan.
Share Repurchases
During the years ended December 31, 2021, 2020 and 2019, 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
202171,100 $11.11$790
202043,751 $7.90$346
201931,225 $25.61$800
Distributions
During the years ended December 31, 2021, 2020 and 2019, we paid distributions on our common shares as follows:
Annual Per Share DistributionTotal DistributionCharacterization of Distribution
Year Ordinary IncomeCapital GainReturn of CapitalQualified Dividend
2021$0.04$6,596—%—100.00%—%
2020$0.57$93,804—%—100.00%—%
2019$2.15$353,62044.50%37.93%17.57%0.50%
On January 13, 2022, we declared a distribution of $0.01 per common share, or $1,652, which we paid on February 17, 2022, to shareholders of record on January 24, 2022.
Cumulative Other Comprehensive Income (Loss)
Cumulative other comprehensive income (loss) represents our share of the comprehensive loss of Sonesta. See Notes 5 and 9 for further information regarding these investments.
The following table presents changes in the amounts we recognized in cumulative other comprehensive income (loss) by component for the year ended December 31, 2021:
Equity in
Unrealized Gain
(Loss) of InvesteesTotal
Balance at December 31, 2019$— $— 
Other comprehensive loss(760)(760)
Amounts reclassified from cumulative other comprehensive income to net income— — 
Balance at December 31, 2020(760)(760)
Other comprehensive income1,539 1,539 
Amounts reclassified from cumulative other comprehensive income to net income— — 
Balance at December 31, 2021$779 $779