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 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 April 30, 2018, awards under the 2015 Incentive Plan consisted of restricted and unrestricted Common Shares and RSUs.

Fiscal Year 2018 LTIP Awards

Awards granted on May 1, 2017, consist of 16,447 time-based restricted shares that vest as to one-third of the shares on each of May 1, 2018, May 1, 2019, and May 1, 2020. We recognize compensation expense associated with the time-based awards ratably over the requisite service periods.

Awards granted on June 21, 2017 consist of time-based awards, performance awards based on total shareholder return ("TSR"), and performance awards based on leverage ratio, each for 57,693 RSUs. All of these awards are classified as equity awards. The time-based RSUs vest as to one-third of the shares on each June 21, 2018, May 1, 2019, and May 1, 2020. The maximum number of leverage ratio RSUs eligible to be earned is 115,386 RSUs.

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 115,386 RSUs. 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 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 27.3%, a risk-free interest rate of 1.48% and an expected life of 2.86 years. The share price at the grant date, June 21, 2017, was $6.15 per share.

The leverage ratio based performance RSU awards are earned based on achievement of a stated leverage ratio at the end of the measurement period. Earned awards (if any) will fully vest as of the last day of the measurement period.

Total Compensation Expense

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



	Year Ended April 30,
	2018		2017		2016
Share based compensation expense	$	1,587	$	6	$	2,256

Share based compensation expense varied due to forfeitures during the fiscal year ended April 30, 2017, and fewer outstanding awards during the fiscal year ended April 30, 2018.

Restricted Share Awards with Service Conditions

The activity for the three years ended April 30, 2018, related to our time-based restricted share awards was as follows.



			Wtd Avg Grant-
	Shares		Date Fair Value
Unvested at April 30, 2015	107,536		$	7.17
Vested	(107,536	)	7.17
Unvested at April 30, 2016	—
Granted	253,263		6.16
Vested	(21,308	)	5.95
Forfeited	(36,817	)	6.24
Unvested at April 30, 2017	195,138
Granted	91,364		5.75
Vested	(185,431	)	5.99
Forfeited	(2,019	)	6.24
Unvested at April 30, 2018	99,052		6.12

The total fair value of time-based share grants vested during the fiscal years ended April 30, 2018, 2017 and 2016 was $1.1 million, $127,000 and $647,000. As of April 30, 2018, the total compensation cost related to non-vested time-based share awards not yet recognized was $252,000, which we expect to recognize over a weighted average period of 1.1 years.

During the fiscal year ended April 30, 2018, we issued 69,941 time-based RSUs, including those issued on June 21, 2017. These RSUs generally vest over a three year period. The fair value of the time-based RSUs during the year ended April 30, 2018 was $423,000. The total compensation cost related to non-vested time-based RSUs not yet recognized is $206,000, which we expect to recognize over a weighted average period of 0.5 years.

Restricted Share Awards with Market Conditions

Share-based awards and RSUs with market conditions were granted under the LTIP during fiscal year 2018 with a fair market value, as determined using a Monte Carlo simulation, of $818,000. The unamortized value of awards and RSUs with market conditions as of April 30, 2018 and 2017, was approximately $577,000 and $300,000, respectively.

Trustee Awards

Awards granted on May 1, 2017 and on March 13, 2018 consist of restricted shares that vested April 30, 2018 and unrestricted shares which vested immediately. The fair value of share awards at grant date for non-management trustees was approximately $389,000, $365,000, and $352,000 for each of the fiscal years ending April 30, 2018, 2017, and 2016, respectively.