SHARE BASED COMPENSATION

12 Months Ended

Dec. 31, 2020

Share-based Payment Arrangement [Abstract]

Share-based awards are provided to officers, non-officer employees, and trustees under our 2015 Incentive Plan approved by shareholders on September 15, 2015, as amended and restated on May 19, 2020 which allows for awards in the form of cash, unrestricted, and restricted common shares, stock options, stock appreciation rights, and restricted stock units ("RSUs") up to an aggregate of 425,000 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, 2020, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options. We account for forfeitures of restricted and unrestricted common shares and RSUs when they occur instead of estimating the forfeitures.

Year Ended December 31, 2020 LTIP Awards

Awards granted to trustees on May 19, 2020 consisted of 8,272 RSUs, which vest on May 19, 2021. All of these awards are classified as equity awards. 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-employee trustees was approximately $533,000, $505,000, $348,000, and $389,000 for the years ended December 31, 2020 and 2019, the transition period ended December 31, 2018, and the fiscal year ended April 30, 2018, respectively.

Awards granted to employees on March 13, 2020, consist of an aggregate of 8,806 time-based RSU awards. The time-based RSUs vest as to one-third of the shares on each of March 13, 2021, March 13, 2022, and March 13, 2023. Awards granted to employees on August 12, 2020 consist of 480 time-based RSUs, which vest on August 12, 2021. Awards granted to employees on November 19, 2020 and November 30, 2020 consist of 281 and 142 time-based RSUs, respectively. These awards vest as to 50% on each the first and second anniversary of the grant date. These awards are classified as equity awards.

Awards granted to employees on May 21, 2020, consist of 141,000 stock options which vest as to 25% on each of May 21, 2021, January 1, 2022, January 1, 2023 and January 1, 2024 and expire 10 years after grant date. The fair value of stock options was $7.255 per share and was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:


Exercise price	$	66.36
Risk-free rate	0.978		%
Expected term	6.25 years
Expected volatility	21.08		%
Dividend Yield	3.974		%

Share-Based Compensation Expense

Total share-based compensation expense recognized in the consolidated financial statements for the years ended December 31, 2020 and 2019, the transition period ended December 31, 2018, and the fiscal year ended April 30, 2018, for all share-based awards was as follows:


	(in thousands)
	Year Ended December 31,				Transition Period Ended		Fiscal Year Ended April 30,
	2020		2019		December 31, 2018		2018
Share based compensation expense	$	2,106	$	1,905	$	845	$	1,587

Restricted Share Awards

The total fair value of time-based share grants vested during the years ended December 31, 2020 and 2019, the transition period ended December 31, 2018, and the fiscal year ended April 30, 2018 was $136,000, $310,000, $147,000, and $1.1 million, respectively.

The activity for the years ended December 31, 2020 and 2019, the transition period ended December 31, 2018, and the fiscal year ended April 30, 2018, related to our restricted share awards was as follows:


	Awards with Service Conditions
		Wtd Avg Grant-
	Shares	Date Fair Value
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
Granted	—
Vested	(4,999)	$	61.06
Forfeited	—
Unvested at December 31, 2019	2,192	59.20
Granted	—
Vested	(2,192)	$	59.20
Forfeited	—
Unvested at December 31, 2020	—

Restricted Stock Units

During the year ended December 31, 2020, we issued 9,709 time-based RSUs to employees and 8,272 to trustees. The RSUs to employees generally vest over a three-year period and the RSUs to trustees generally vest over a one-year period. The fair value of the time-based RSUs granted during the year ended December 31, 2020 was $1,227,000. The total compensation cost related to non-vested time-based RSUs not yet recognized is $644,000, which we expect to recognize over a weighted average period of 1.4 years.

The unamortized value of awards and RSUs with market conditions as of December 31, 2020, December 31, 2019, December 31, 2018, and April 30 2018, was approximately $487,000, $1.3 million, $1.1 million, and $448,000 respectively.

The activity for the years ended December 31, 2020 and 2019, the transition period ended December 31, 2018, and the fiscal year 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
Granted	16,084	$	59.76	12,978	$	79.49
Vested	(11,633)	$	55.35	—	—
Forfeited	(365)	$	51.73	(475)	$	57.70
Unvested at December 31, 2019	22,346	$	58.41	37,822	$	68.62
Granted	17,981	$	68.25	—	$	—
Vested	(14,991)	$	59.10	(13,357)	$	74.68
Change in awards(1)	—	—		4,436	—
Forfeited	(508)	$	62.99	(1,907)	$	63.92
Unvested at December 31, 2020	24,828	$	65.03	26,994	$	67.87

(1)Represents the change in the number of restricted stock units earned at the end of the measurement period.

Stock Options

During the year ended December 31, 2020, we issued 141,000 stock options to employees. The stock options vest over a four-year period. The fair value of the stock options granted during the year ended December 31, 2020 was $7.255 per share. The total compensation costs related to non-vested stock options not yet recognized is $629,000, which we expect to recognize over a weighted average period of 3.0 years.

The stock option activity for the year ended December 31, 2020 was as follows:


	Number of Shares	Weighted Average Exercise Price
Outstanding at beginning of year	—	—
Granted	141,000	$	66.36
Exercised	—	—
Forfeited	(1,952)	$	66.36
Outstanding at end of year	139,048	$	66.36
Exercisable at end of year	—	—

The intrinsic value of a stock option represents the amount by which the current price of the underlying stock exceeds the exercise price of the option. As of December 31, 2020, stock options outstanding had an aggregate intrinsic value of $595,000 with a weighted average remaining contractual term of 9.39 years.