BENEFIT PLANS | (11) BENEFIT PLANS Pension plan The Company had a defined benefit pension plan for which accumulated benefits were frozen and future service credits were curtailed as of March 1, 2004. The Company’s defined benefit pension plan 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 a 401(k) retirement plan available to eligible employees of the Company. This amount is recognized as restricted cash on the Company’s balance sheet and is available for future awards to eligible employees. Given below is information regarding the Company’s defined pension plan prior to its termination: ● Under generally accepted accounting principles, the Company’s defined benefit pension plan was overfunded as of April 30, 2023 by $747,000 ,with $1,030,000 of assets and $283,000 of liabilities. The pension plan liabilities were determined using a weighted average discount interest rate of 3.97% per year as of April 30, 2023, which are based on the FTSE Pension Discount Curve as of such date as it corresponds to the projected liability requirements of the pension plan. ● 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 or 2023. Pension assets and liabilities were measured at fair value (measured in accordance with the guidance described in Note 10) and were subject to fair value adjustment in certain circumstances (for example, when there is evidence of impairment). There were no impairments resulting in a change in fair value during 2024 or 2023. ● The Company recognized a non-cash pre-tax pension settlement general and administrative expense of $7,597,000 during 2023 due to (a) the Company’s defined benefit pension plan paying certain lump sum payouts of pension benefits to former employees and (b) the transfer of nearly all remaining pension benefit liabilities to an insurance company through an annuity purchase. There were no such charges in 2024. Net periodic pension cost for 2024 and 2023 was comprised of the following components (in thousands): Year Ended April 30, 2024 2023 Interest cost on projected benefit obligation $ 6 $ 603 Expected return on assets (69) (1,123) Plan expenses 152 106 Recognized net actuarial loss 2 372 Net periodic pension cost $ (91) $ (42) Settlement and related expenses 247 7,597 Net periodic pension cost after settlement 338 7,555 Assumptions used in determining net periodic pension cost and the pension benefit obligation were: Year Ended April 30, 2024 2023 Discount rate used to determine net periodic pension cost 4.51 % 3.97 % Discount rate used to determine pension benefit obligation N/A N/A Expected long-term rate of return on assets used for pension cost on assets 7.75 % 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 and $1,667,000 for 2024 and 2023 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 2023 Change in benefit obligation: Benefit obligation at beginning of year $ 283 $ 17,964 Service cost 152 106 Interest cost 6 603 Actuarial gain (126) (1,667) Benefits paid (315) (1,366) Settlement — (15,357) Benefit obligation at end of year $ — $ 283 Change in plan assets: Fair value of plan assets at beginning of year $ 1,030 $ 18,054 Actual return on plan assets (8) (103) Plan transfer (547) — Benefits paid (315) (1,366) Plan expenses (160) (198) Settlement — (15,357) Fair value of plan assets at end of year $ — $ 1,030 Overfunded status $ — $ 747 The funded status of the pension plan was equal to the net liability recognized in the balance sheets. The following table summarizes the amounts recorded in accumulated other comprehensive income (loss), which have not yet been recognized as a component of net periodic pension costs (in thousands): Year Ended April 30, 2024 2023 Pretax accumulated comprehensive income (loss) $ — $ 138 The following table summarizes the changes in accumulated other comprehensive income (loss) related to the pension plan for the years ended April 30, 2024 and 2023 (in thousands): Pension Benefits Pretax Net of Tax Accumulated comprehensive loss, May 1, 2022 $ 8,350 $ 4,573 Net actuarial gain (372) (302) Amortization of net loss (243) (198) Settlement (7,597) (5,243) Accumulated comprehensive loss, April 30, 2023 $ 138 $ (1,170) Net actuarial loss (2) — Amortization of net loss 111 78 Settlement and related expenses (247) (138) Accumulated comprehensive income (loss), April 30, 2024 $ — $ (1,230) The Company recognizes 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 income of $60,000 and $5,743,000 in 2024 and 2023 to account for the net effect of changes to the pension liability. The assets of the pension plan were held in cash and cash equivalents as of April 30, 2023. 401(k) and Simple IRA Starting in March 2024, the Company provides 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 $10,000 for its 401(k) employer contribution in 2024. In 2024 and 2023, 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 and $74,000 for 2024 and 2023. 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, 2024, the Company has issued 125,361 shares of common stock of the Company under the Equity Plan and has reserved for issuance 114,361 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 260,278 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 2024 and 2023 was as follows: Weighted Average Number of Grant Date Fair Value Restricted share awards Shares Per Share Non-vested as of May 1, 2022 21,500 8.98 Granted during 2023 14,600 11.17 Vested during 2023 (9,833) 8.09 Forfeited during 2023 — — Non-vested as of April 30, 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 The Company recognized non-cash compensation expense related to the vesting of restricted shares of common stock net of forfeitures of $237,000 and $144,000 for 2024 and 2023. As of April 30, 2024, there was $183,000 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, 2024, the option has not been exercised, cancelled or forfeited. The Company recognized non-cash compensation expense related to the option of $50,000 and $51,000 for 2024 and 2023. As of 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. As of April 30, 2023, the option was out-of-the-money and therefore was not included in “weighted average number of common shares outstanding – diluted” when calculating diluted earnings per share. On December 31, 2023 and 2022, 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 $21.97 and $11.55 on December 31, 2023 and 2022, the Company issued a total of 4,095 and 7,791 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 2024 and 2023. At April 30, 2024 and 2023, 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. |