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BENEFIT PLANS
 12 Months Ended
Apr. 30, 2025
BENEFIT PLANS  
BENEFIT PLANS

(11)          BENEFIT PLANS

Pension plan

The Company had a defined benefit pension plan that was terminated in 2024. During 2024, the Company transferred $547,000, which was the amount of residual assets (after satisfying any pension plan liabilities) following termination of the defined benefit pension plan, from the defined benefit pension plan to the Company’s 401(k) retirement plan available for future awards to eligible employees. This amount that was transferred to the Company’s 401(k) retirement plan is recognized as restricted cash on the Company’s balance sheet. During 2025, the Company utilized $92,000 of this restricted cash to fund its 401(k) employer contribution for the calendar year ended December 31, 2024.

Information regarding the Company’s defined pension plan prior to its termination in 2024 is provided below:

●The Company funded the pension plan in compliance with IRS funding requirements. The pension plan was subject to minimum IRS contribution requirements, but these requirements were able to be satisfied by the use of the pension plan’s existing credit balance. No cash contributions to the pension plan were required or made during 2024. Pension assets and liabilities were measured at fair value (measured in accordance with the guidance described in Note 10).
●Net periodic pension cost was comprised of the following components (in thousands):

​

​

​

​

​

​

​

Year Ended April 30, 

​

    

2024

Interest cost on projected benefit obligation

​

$

6

Expected return on assets

​

 

(69)

Plan expenses

​

 

152

Recognized net actuarial loss

​

 

2

Net periodic pension cost

​

$

(91)

Settlement and related expenses

​

​

247

Net periodic pension cost after settlement

​

$

338

​

●Assumptions used in determining net periodic pension cost and the pension benefit obligation were:

​

​

​

​

​

​

​

Year Ended April 30,

​

​

    

2024

    

Discount rate used to determine net periodic pension cost

 

4.51

%  

Discount rate used to determine pension benefit obligation

 

N/A

​

Expected long-term rate of return on assets used for pension cost on assets

 

7.75

%  

​

The expected return on assets for the pension plan was based on management’s expectation of long-term average rates of return to be achieved by the underlying investment portfolio. In establishing this assumption, management considered historical and expected returns for the asset classes in which the pension plan was invested, as well as current economic and market conditions.

●The actuarial gains of $126,000 for 2024 were plan experience gains. The following table sets forth changes in the pension plan’s benefit obligation and assets, and summarizes components of amounts recognized in the Company’s balance sheet (in thousands):

​

​

​

​

​

​

​

April 30, 

​

    

2024

Change in benefit obligation:

 

​

  

Benefit obligation at beginning of year

​

$

283

Service cost

​

​

152

Interest cost

​

 

6

Actuarial gain

​

 

(126)

Benefits paid

​

 

(315)

Benefit obligation at end of year

​

$

—

Change in plan assets:

​

 

  

Fair value of plan assets at beginning of year

​

$

1,030

Actual return on plan assets

​

 

(8)

Plan transfer

​

​

(547)

Benefits paid

​

 

(315)

Plan expenses

​

 

(160)

Fair value of plan assets at end of year

​

$

—

Funded status

​

$

—

​

Information regarding comprehensive income (loss) related to the pension plan is provided below:

​

●During 2024, the Company did not record any accumulated other comprehensive income (loss), which had not yet been recognized as a component of net periodic pension costs. The following table summarizes the changes in accumulated other comprehensive income (loss) related to the pension plan for the years ended April 30, 2025 and 2024 (in thousands):

​

​

​

​

​

​

​

​

​

​

Pension Benefits

​

    

Pretax

    

Net of Tax

Accumulated comprehensive income (loss), May 1, 2023

​

$

138

​

$

(1,170)

Net actuarial gain

​

 

(2)

​

​

—

Amortization of net loss

​

 

111

​

​

78

Settlement

​

​

(247)

​

​

(138)

Accumulated comprehensive loss, April 30, 2024

​

$

—

​

$

(1,230)

Reclassification of the balance of accumulated other comprehensive income (loss) to a benefit for income taxes

​

​

—

​

​

1,230

Accumulated comprehensive income (loss), April 30, 2025

​

$

—

​

$

—

​

●The Company recognized the known changes in the funded status of the pension plan in the period in which the changes occur through other comprehensive income, net of the related income tax effect. The Company recorded, net of tax, other comprehensive loss of $1,230,000 in 2025 and other comprehensive income of $60,000 in 2024. In connection with the termination of the Company’s defined benefit pension plan, $1,230,000 of income tax effects that remained in accumulated other comprehensive income (loss) were reclassified to a benefit for income taxes during 2025.

​

401(k) and Simple IRA

Since March 2024, the Company has provided a 401(k) with a profit sharing plan as a retirement plan for eligible employees. Under the plan, eligible employees may contribute a portion of their annual pre-tax compensation, the Company will contribute 3% of each eligible employee’s annual pre-tax compensation each year and the Company may make discretionary contributions to eligible employees on a profit sharing basis. The Company accrued $39,000 and $10,000 for 2025 and 2024 for its 401(k) employer contribution. The Company utilized $92,000 of restricted cash to fund its 401(k) employer contribution for the calendar year ended December 31, 2024.

In 2024, the Company provided a Simple IRA plan as a retirement plan for eligible employees. The Company’s Simple IRA plan was terminated in December 2023. Under the plan, eligible employees were permitted to contribute a portion of their annual pre-tax

compensation with the Company matching such contributions on a dollar-for-dollar basis up to 3% of each contributing employee’s annual pre-tax compensation. The Company’s employer contribution for the Simple IRA was $88,000 for 2024.

Equity compensation plan

The AMREP Corporation 2016 Equity Compensation Plan (the “ Equity Plan”) authorizes stock-based awards of various kinds to non-employee directors and employees covering up to a total of 500,000 shares of common stock of the Company. The Equity Plan will expire by its terms on, and no award will be granted under the Equity Plan on or after, September 19, 2026. As of April 30, 2025, the Company has issued 141,501 shares of common stock of the Company under the Equity Plan and has reserved for issuance 117,226 shares of common stock of the Company under the Equity Plan upon exercise of issued and outstanding deferred common share units and an option to purchase shares, resulting in 241,273 shares of common stock of the Company available for issuance under the Equity Plan.

Shares of restricted common stock that are issued under the Equity Plan (“restricted shares”) are considered to be issued and outstanding as of the grant date and have the same dividend and voting rights as other common stock. Compensation expense related to the restricted shares is recognized over the vesting period of each grant based on the fair value of the shares as of the date of grant. The fair value of each grant of restricted shares is determined based on the trading price of the Company’s common stock on the date of such grant, and this amount will be charged to expense over the vesting term of the grant. Forfeitures are recognized as reversals of compensation expense on the date of forfeiture.

The restricted share award activity for 2025 and 2024 was as follows:

​

​

​

​

​

​

​

​

​

​

​

Weighted Average

​

​

Number of

​

Grant Date Fair Value

Restricted share awards

    

 Shares

    

Per Share

Non-vested as of May 1, 2023

 

26,267

​

​

10.53

Granted during 2024

 

16,400

​

 

19.23

Vested during 2024

 

(12,199)

​

 

9.68

Forfeited during 2024

 

—

​

​

—

Non-vested as of April 30, 2024

 

30,468

​

​

15.55

Granted during 2025

 

16,140

​

 

21.79

Vested during 2025

 

(14,666)

​

 

14.27

Forfeited during 2025

 

—

​

​

—

Non-vested as of April 30, 2025

​

31,942

​

​

19.29

​

The Company recognized non-cash compensation expense related to the vesting of restricted shares of common stock net of forfeitures of $311,000 and $237,000 for 2025 and 2024. As of April 30, 2025, there was $287,000 of unrecognized compensation expense related to restricted shares of common stock previously issued under the Equity Plan which had not vested, which is expected to be recognized over the remaining vesting term not to exceed three years.

In November 2021, the Company granted Christopher V. Vitale, the President and Chief Executive Officer of the Company, an option to purchase 50,000 shares of common stock of the Company under the Equity Plan with an exercise price of $14.24 per share, which was the closing price on the New York Stock Exchange on the date of grant. The option will become exercisable for 100% of the option shares on November 1, 2026 if Mr. Vitale is employed by, or providing service to, the Company on such date. Subject to the definitions in the Equity Plan, in the event (a) Mr. Vitale has a termination of employment with the Company on account of death or disability, (b) the Company terminates Mr. Vitale’s employment with the Company for any reason other than cause or (c) of a change in control, then the option will become immediately exercisable for 100% of the option shares. The option has a term of ten years from the date of grant and terminates at the expiration of that period. The option automatically terminates upon: (i) the expiration of the three month period after Mr. Vitale ceases to be employed by the Company, if the termination of his employment by Mr. Vitale or the Company is for any reason other than as hereinafter set forth in clauses (ii), (iii) or (iv); (ii) the expiration of the one year period after Mr. Vitale ceases to be employed by the Company on account of Mr. Vitale’s disability; (iii) the expiration of the one year period after Mr. Vitale ceases to be employed by the Company, if Mr. Vitale dies while employed by the Company; or (iv) the date on which Mr. Vitale ceases to be employed by the Company, if the termination is for cause. If Mr. Vitale engages in conduct that constitutes cause after Mr. Vitale’s employment terminates, the option immediately terminates. Notwithstanding the foregoing, in no event may the option be exercised after the date that is immediately before the tenth anniversary of the date of grant. Except as described above, any portion of the option that is not exercisable at the time Mr. Vitale has a termination of employment with the Company immediately terminates. The fair value of the option was $252,000 as of the date of grant using the Black-Scholes fair value option valuation model. The following assumptions were used for determining the fair value of the option: expected volatility of 38.04%; average risk-free interest rate of 1.46%; dividend yield of 0%; and expected life of 7.5 years. As of April 30, 2025, the option has not been exercised, cancelled or forfeited. The Company recognized non-cash compensation expense related to the option of $50,000 in each of 2025 and 2024. As of April 30, 2025 and April 30, 2024, the option was in-the-money and therefore was included in “weighted average number of common shares outstanding – diluted” when calculating diluted earnings per share.

On December 31, 2024 and 2023, each non-employee member of the Company’s Board of Directors was issued the number of deferred common share units of the Company under the Equity Plan equal to $30,000 divided by the closing price per share of Common Stock reported on the New York Stock Exchange on such date. Based on the closing price per share of $31.40 and $21.97 on December 31, 2024 and 2023, the Company issued a total of 2,865 and 4,095 deferred common share units to members of the Company’s Board of Directors. Each deferred common share unit represents the right to receive one share of Common Stock within 30 days after the first day of the month to follow such director’s termination of service as a director of the Company. Director compensation non-cash expense, which is recognized for the annual grant of deferred common share units to non-employee members of the Company’s Board of Directors ratably over the director’s service in office during the calendar year, was $90,000 for each of 2025 and 2024. At April 30, 2025 and 2024, there was $30,000 of accrued compensation expense related to the deferred stock units expected to be issued in December of the following fiscal year.