SHARE BASED COMPENSATION

Share based awards are provided to officers, non-officer employees, and trustees under our 2015 Incentive Plan approved by shareholders on September 15, 2015, which allows for awards in the form of cash, unrestricted, and restricted common shares, and restricted stock units ("RSUs") up to an aggregate of 4,250,000 shares over the ten-year period in which the plan will be in effect. Under our 2015 Incentive Plan, officers and non-officer employees may earn share awards under a long-term incentive plan, which is a forward-looking program that measures long-term performance over the stated performance period. These awards are payable to the extent deemed earned in shares. The terms of the long-term incentive awards granted under the program may vary from year to year. Through December 31, 2018, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares and RSUs. We account for forfeitures of restricted and unrestricted common shares and RSUs when they occur instead of estimating the forfeitures.

Transition Period Ended December 31, 2018 LTIP Awards

Awards granted to trustees on July 20, 2018, consist of 6,495 time-based RSUs. All of these awards are classified as equity awards. The time-based awards vest on July 20, 2019. We recognize compensation expense associated with the time-based awards ratably over the requisite service period. The fair value of share awards at grant date for non-management trustees was approximately $348,000, $389,000, $365,000, and $352,000 for the transition period ended December 31, 2018 and each of the fiscal years ended April 30, 2018, 2017, and 2016, respectively.

Awards granted to management on July 20, 2018, consist of time-based RSUs for 7,492 shares and performance RSUs based on total shareholder return ("TSR") for 14,987 shares. The time-based RSUs vest as to one-third of the shares on each of July 20, 2019, April 30, 2020, and April 30, 2021. All of these awards are classified as equity awards.

Awards granted on August 10, 2018, consist of 237 time-based RSUs that vest as to one-third on each of August 10, 2019, April 30, 2020, and April 30, 2021; 474 performance RSUs based on TSR; and 554 time-based RSUs that vest as to one-third on each of August 10, 2019, August 10, 2020, and August 10, 2021. Awards granted on November 5, 2018, consist of 100 time-based RSUs that vest on November 5, 2019. All of these awards are classified as equity awards.

The TSR performance RSU awards are earned based on our TSR as compared to the MSCI US REIT Index over a forward looking three-year period. The maximum number of RSUs eligible to be earned is 30,922 RSUs, which is 200% of the RSUs granted. Earned awards (if any) will fully vest as of the last day of the measurement period. These awards have market conditions in addition to service conditions that must be met for the awards to vest. We recognize compensation expense ratably based on the grant date fair value, as determined using the Monte Carlo valuation model, regardless of whether the market conditions are achieved and the awards ultimately vest. Therefore, previously recorded compensation expense is not adjusted in the event that the market conditions are not achieved. We based the expected volatility on the historical volatility of our daily closing share price, the risk-free interest rate on the interest rates on U.S. treasury bonds with a maturity equal to the remaining performance period of the award, and the expected term on the performance period of the award. The assumptions used to value the TSR performance RSU awards were an expected volatility of 28.6%, a risk-free interest rate of 2.66% and an expected life of 2.78 years. The share price at the grant date, July 20, 2018, was $53.60 per share.

Total Compensation Expense

Total share based compensation expense recognized in the consolidated financial statements for the transition period ended December 31, 2018 and the three years ended April 30, 2018, for all share-based awards was as follows (in thousands):



	Transition Period Ended		Fiscal Year Ended April 30,
	December 31, 2018		2018		2017		2016
Share based compensation expense	$	845	$	1,587	$	6	$	2,256

Restricted Share Awards

The total fair value of time-based share grants vested during the transition period ended December 31, 2018 and the fiscal years ended April 30, 2018, 2017, and 2016 was $147,000, $1.1 million, $127,000, and $647,000, respectively. As of December 31, 2018, the total compensation cost related to non-vested time-based share awards not yet recognized was $109,000, which we expect to recognize over a weighted average period of 1.1 years.

The unamortized value of share awards with market conditions as of December 31, 2018, April 30, 2018, and April 30, 2017 was approximately $26,000, $130,000, and $300,000, respectively.

The activity for the transition period ended December 31, 2018 and the three years ended April 30, 2018, 2017, and 2016, related to our restricted share awards was as follows:



	Awards with Service Conditions
			Wtd Avg Grant-
	Shares		Date Fair Value
Unvested at April 30, 2015	10,754		$	71.70
Granted	—		—
Vested	(10,754	)	71.70
Unvested at April 30, 2016	—
Granted	25,326		61.59
Vested	(2,132	)	59.50
Forfeited	(3,683	)	62.40
Unvested at April 30, 2017	19,511
Granted	9,136		57.55
Vested	(18,545	)	59.89
Forfeited	(202	)	62.40
Unvested at April 30, 2018	9,900
Granted	—		—
Vested	(2,709	)	63.21
Forfeited	—		—
Unvested at December 31, 2018	7,191		$	60.49

Restricted Stock Units

During the transition period ended December 31, 2018, we issued 8,383 time-based RSUs to management. These RSUs generally vest over a three year period. The fair value of the time-based RSUs granted to management during the transition period ended December 31, 2018 was $449,000. The total compensation cost related to non-vested time-based RSUs not yet recognized is $574,000, which we expect to recognize over a weighted average period of 1.7 years.

RSUs with market conditions were granted under the LTIP during the transition period ended December 31, 2018 with a fair market value, as determined using a Monte Carlo simulation, of $892,000. The unamortized value of awards and RSUs with market conditions as of December 31, 2018 and April 30, 2018, was approximately $1.1 million and $448,000, respectively.

The activity for the transition period ended December 31, 2018 and the three years ended April 30, 2018, related to our RSUs was as follows:



	RSUs with Service Conditions				RSUs with Market Conditions
			Wtd Avg Grant-				Wtd Avg Grant-
	Shares		Date Fair Value		Shares		Date Fair Value
Unvested at April 30, 2017	—				—
Granted	6,994		$	60.54	11,538		$	70.90
Vested	(207	)	50.30		—
Forfeited	—				—
Unvested at April 30, 2018	6,787		60.85		11,538		70.90
Granted	14,878		53.60		15,461		57.70
Vested	(2,943	)	60.83		—		—
Forfeited	(462	)	53.60		(1,680	)	70.90
Unvested at December 31, 2018	18,260		$	55.13	25,319		$	62.84