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AMREP CORP. - Quarter Report: 2022 October (Form 10-Q)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2022

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 1-4702

AMREP Corporation

(Exact Name of Registrant as Specified in its Charter)

Oklahoma

    

59-0936128

State or Other Jurisdiction of

Incorporation or Organization

I.R.S. Employer Identification No.

 

 

850 West Chester Pike,

Suite 205, Havertown, PA

19083

Address of Principal Executive Offices

Zip Code

(610) 487-0905

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

    

Trading Symbol(s)

    

Name of each exchange on which registered

Common Stock $0.10 par value

AXR

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes      No 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes     No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer  

Smaller reporting company 

Emerging growth company   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes     No 

Number of Shares of Common Stock, par value $.10 per share, outstanding at December 7, 2022 – 5,254,909.

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AMREP CORPORATION AND SUBSIDIARIES

INDEX

    

PAGE
NO.

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets October 31, 2022 (Unaudited) and April 30, 2022

2

Condensed Consolidated Statements of Operations (Unaudited) Three and Six Months Ended October 31, 2022 and 2021

3

Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three and Six Months Ended October 31, 2022 and 2021

4

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) Three and Six Months Ended October 31, 2022 and 2021

5

Condensed Consolidated Statements of Cash Flows (Unaudited) Six Months Ended October 31, 2022 and 2021

6

Notes to Condensed Consolidated Financial Statements (Unaudited)

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

13

Item 4.

Controls and Procedures

20

PART II. OTHER INFORMATION

Item 5.

Other Information

21

Item 6.

Exhibits

21

SIGNATURE

22

EXHIBIT INDEX

23

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PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share amounts)

October 31, 

April 30, 

2022

2022

    

(Unaudited)

    

ASSETS

 

  

 

  

Cash and cash equivalents

$

12,888

$

15,721

Real estate inventory

 

70,046

 

67,249

Investment assets

 

8,961

 

9,017

Other assets

 

2,851

 

1,882

Deferred income taxes, net

895

958

Prepaid pension costs

 

543

 

90

TOTAL ASSETS

$

96,184

$

94,917

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

  

 

  

LIABILITIES:

 

  

 

  

Accounts payable and accrued expenses

$

5,511

$

6,077

Notes payable

 

252

 

2,030

Taxes payable, net

 

1,394

 

3,648

TOTAL LIABILITIES

 

7,157

 

11,755

SHAREHOLDERS' EQUITY:

 

  

 

  

Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 5,254,909 at October 31, 2022 and 5,240,309 at April 30, 2022

 

526

524

Capital contributed in excess of par value

 

32,570

 

32,383

Retained earnings

 

60,361

 

54,828

Accumulated other comprehensive loss, net

 

(4,430)

 

(4,573)

TOTAL SHAREHOLDERS’ EQUITY

 

89,027

 

83,162

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

96,184

$

94,917

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three and Six Months ended October 31, 2022 and 2021

(Amounts in thousands, except per share amounts)

Three Months ended

Six Months ended

October 31,

October 31,

    

2022

    

2021

    

2022

    

2021

REVENUES:

 

  

 

  

 

  

 

  

Land sale revenues

$

12,849

$

8,466

$

18,021

$

15,656

Home sale revenues

2,906

819

8,345

3,230

Building sales and other revenues

 

394

 

6,827

 

490

 

7,212

Total revenues

 

16,149

 

16,112

 

26,856

 

26,098

COSTS AND EXPENSES:

 

  

 

 

  

 

Land sale cost of revenues, net

 

8,472

 

6,030

 

11,779

 

11,120

Home sale cost of revenues

2,051

629

5,714

2,543

Building sales and other cost of revenues

 

 

3,837

 

 

3,837

General and administrative expenses

 

1,155

 

1,257

 

2,325

 

2,443

Total costs and expenses

 

11,678

 

11,753

 

19,818

 

19,943

Operating income

4,471

4,359

7,038

6,155

Interest income, net

 

 

2

 

6

 

1

Other income

 

 

30

 

 

260

Income before income taxes

4,471

4,391

7,044

6,416

Provision for income taxes

850

1,065

1,511

1,453

Net income

$

3,621

$

3,326

$

5,533

$

4,963

Basic earnings per share

$

0.69

$

0.45

$

1.05

$

0.67

Diluted earnings per share

$

0.68

$

0.45

$

1.04

$

0.67

Weighted average number of common shares outstanding – basic

 

5,281

 

7,361

 

5,277

 

7,354

Weighted average number of common shares outstanding – diluted

 

5,307

 

7,383

 

5,302

 

7,378

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three and Six Months ended October 31, 2022 and 2021

(Amounts in thousands)

Three Months ended

Six Months ended

October 31, 

October 31, 

    

2022

    

2021

    

2022

    

2021

Net income

$

3,621

$

3,326

$

5,533

$

4,963

Other comprehensive income, net of tax:

 

  

 

  

 

  

 

  

Decrease in pension liability

 

110

 

98

 

207

 

195

Income tax effect

(33)

(31)

(64)

(62)

Decrease in pension liability, net of tax

77

67

143

133

Other comprehensive income

 

77

 

67

 

143

 

133

Total comprehensive income

$

3,698

$

3,393

$

5,676

$

5,096

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

Three and Six Months ended October 31, 2022 and 2021

(Amounts in thousands)

Capital

Accumulated

Contributed

Other

Common Stock

in Excess of

Retained

Comprehensive

    

Shares

    

Amount

    

Par Value

    

Earnings

    

Loss

    

Total

Balance, August 1, 2022

5,255

$

526

$

32,558

$

56,740

$

(4,507)

$

85,317

Compensation related to issuance of option to purchase common stock

12

12

Net income

3,621

3,621

Other comprehensive income

77

77

Balance, October 31, 2022

5,255

$

526

$

32,570

$

60,361

$

(4,430)

$

89,027

Balance, August 1, 2021

7,336

$

731

$

45,221

$

49,347

$

(4,557)

$

90,742

Net income

3,326

3,326

Other comprehensive income

67

67

Balance, October 31, 2021

7,336

$

731

$

45,221

$

52,673

$

(4,490)

$

94,135

Balance, May 1, 2022

 

5,240

$

524

$

32,383

$

54,828

$

(4,573)

$

83,162

Issuance of restricted common stock

15

2

162

164

Compensation related to issuance of option to purchase common stock

25

25

Net income

5,533

5,533

Other comprehensive income

 

 

 

 

143

 

143

Balance, October 31, 2022

 

5,255

$

526

$

32,570

$

60,361

$

(4,430)

$

89,027

Balance, May 1, 2021

7,323

$

730

$

45,072

$

47,710

$

(4,623)

$

88,889

Issuance of restricted common stock

13

1

149

150

Net income

4,963

4,963

Other comprehensive income

133

133

Balance, October 31, 2021

 

7,336

$

731

$

45,221

$

52,673

$

(4,490)

$

94,135

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months ended October 31, 2022 and 2021

(Amounts in thousands)

Six Months ended October 31,

    

2022

    

2021

CASH FLOWS FROM OPERATING ACTIVITIES:

 

  

 

  

Net income

$

5,533

$

4,963

Adjustments to reconcile net income to net cash (used in) provided by operating activities:

 

  

 

  

Depreciation

 

22

 

204

Amortization of debt issuance costs

 

 

34

Non-cash credits and charges:

 

 

Share-based compensation

 

87

 

47

Deferred income tax provision

 

 

1,522

Net periodic pension cost

 

(247)

 

(246)

Gain on debt forgiveness

(45)

Changes in assets and liabilities:

 

  

 

  

Real estate inventory and investment assets

 

(2,741)

 

(2,580)

Other assets

 

(755)

 

(1,203)

Accounts payable and accrued expenses

 

(578)

 

300

Taxes payable, net

 

(2,255)

 

(66)

Net cash (used in) provided by operating activities

 

(934)

 

2,930

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

Proceeds from corporate-owned life insurance policy

 

 

92

Capital expenditures of property and equipment

 

(121)

 

(11)

Net cash (used in) provided by investing activities

 

(121)

 

81

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

Proceeds from debt financing

 

50

 

6,857

Principal debt payments

 

(1,828)

 

(4,292)

Payments for debt issuance costs

 

 

(50)

Net cash (used in) provided by financing activities

 

(1,778)

 

2,515

(Decrease) increase in cash and cash equivalents

 

(2,833)

 

5,526

Cash and cash equivalents, beginning of period

 

15,721

 

24,801

Cash and cash equivalents, end of period

$

12,888

$

30,327

SUPPLEMENTAL CASH FLOW INFORMATION:

 

  

 

  

Income taxes refunded, net

$

$

3

Interest paid

$

49

$

87

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.

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AMREP CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three and Six Months Ended October 31, 2022 and 2021

(1)           SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared by AMREP Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The Company, through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales or activities outside the United States. Unless the context otherwise indicates, all references to the Company in this quarterly report on Form 10-Q include the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, considered necessary to reflect a fair statement of the results for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of what may occur in future periods.  Unless the context otherwise indicates, all references to 2023 and 2022 are to the fiscal years ending April 30, 2023 and 2022.

The unaudited condensed consolidated financial statements herein should be read in conjunction with the Company’s annual report on Form 10-K for the year ended April 30, 2022, which was filed with the SEC on July 21, 2022 (the “2022 Form 10-K”). To better align with industry practice, the Company reclassified public improvement district reimbursements, private infrastructure covenant reimbursements and a portion of miscellaneous other revenues representing payment for impact fee credits within building sales and other revenues in the Company’s quarterly report on Form 10-Q for the quarter ended October 31, 2021 as a reduction to land sale cost of revenues in these unaudited condensed consolidated financial statements to conform to the current period presentation with no effect on net income or shareholders’ equity.

Summary of Significant Accounting Policies

The significant accounting policies used in preparing these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the 2022 Form 10-K, except as described in the following paragraph.

Land sale cost of revenues, net includes all direct acquisition costs and other costs specifically identified with the property, including pre-acquisition costs and capitalized real estate taxes and interest, and an allocation of certain common development costs associated with the entire project. Common development costs include the installation of utilities and roads, and may be based upon estimates of cost to complete. The allocation of costs is based on the estimated relative sales value of the individual parcels of land being sold to the total expected sales value for the unsold parcels of land in the applicable portion of the subdivision. Estimates and cost allocations are reviewed on a regular basis until a project is substantially completed, and are revised and reallocated as necessary on the basis of current estimates. Amounts received from public improvement districts, private infrastructure covenants and payments for impact fee credits reduce the amount of land sale cost of revenues.

New Accounting Pronouncements

There are no new accounting standards or updates to be adopted that the Company currently believes might have a significant impact on its unaudited condensed consolidated financial statements.

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(2)         REAL ESTATE INVENTORY

Real estate inventory consists of (in thousands):

October 31, 

April 30, 

    

2022

    

2022

Land held for development or sale in New Mexico

$

60,032

$

59,374

Land held for development or sale in Colorado

 

3,435

 

3,434

Homebuilding model inventory

1,005

1,135

Homebuilding construction in process

5,574

3,306

$

70,046

$

67,249

(3)          OTHER ASSETS

Other assets consist of (in thousands):

    

October 31, 

    

April 30, 

2022

2022

Prepaid expenses

$

1,211

$

366

Miscellaneous assets

274

249

Property

1,250

1,247

Equipment

358

240

Less accumulated depreciation

(242)

(220)

Property and equipment, net

1,366

1,267

$

2,851

$

1,882

Prepaid expenses as of October 31, 2022 primarily consist of a cash collateralized performance guaranty related to land development, stock compensation, insurance and real estate taxes. Prepaid expenses as of April 30, 2022 primarily consist of insurance, stock compensation, real estate taxes and utility deposits. Amortized lease cost for right-of-use assets associated with the leases of office facilities was $6,000 and $24,000 for the three months ended October 31, 2022 and October 31, 2021 and $12,000 and $36,000 for the six months ended October 31, 2022 and October 31, 2021. Depreciation expense associated with property and equipment was $15,000 and $2,000 for the three months ended October 31, 2022 and October 31, 2021 and $22,000 and $3,000 for the six months ended October 31, 2022 and October 31, 2021.

(4)          ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of (in thousands):

    

October 31, 

    

April 30, 

2022

2022

Real estate operations

Accrued expenses

$

1,587

$

1,238

Trade payable

 

1,524

 

3,026

Customer deposits

1,986

1,357

5,097

5,621

Corporate operations

414

456

$

5,511

$

6,077

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(5)          NOTES PAYABLE

The following tables present information on the Company’s notes payable during the six months ended October 31, 2022 (dollars in thousands):

    

Principal Amount

    

    

Available for

Outstanding

Principal

New Borrowings

Principal Amount

Repayments

October 31, 

October 31, 

April 30, 

Three Months ended

Loan Identifier

Lender

2022

2022

    

2022

October 31, 2022

Revolving Line of Credit

BOKF

 

$

4,177

 

$

 

$

$

La Mirada

BOKF

 

1,877

 

204

 

2,030

 

1,826

Equipment Financing

DC

48

2

 

$

252

$

2,030

 

    

    

Mortgaged Property

    

Capitalized Interest

    

Interest Rate

Book Value

and Fees

Three Months ended

Scheduled Maturity

Loan Identifier

October 31, 2022

October 31, 2022

October 31, 2022

as of October 31, 2022

Revolving Line of Credit

 

6.91

%  

$

1,693

$

August 2025

La Mirada

 

6.14

%  

 

8,912

 

28

June 2024

Equipment Financing

 

2.35

%  

 

50

 

June 2028

As of October 31, 2022, the Company was in compliance with the financial covenants contained in the loan documentation for the then outstanding notes payable. Except as described below, refer to Note 6 to the consolidated financial statements contained in the 2022 Form 10-K for additional detail about each of the above notes payable.

Revolving Line of Credit. Refer to Note 6 to the consolidated financial statements contained in the 2022 Form 10-K for detail regarding the Loan Agreement (the “Loan Agreement”) entered into between BOKF, NA dba Bank of Albuquerque (“BOKF”) and AMREP Southwest Inc. (“ASW”), a subsidiary of AMREP Corporation, in which BOKF agrees to lend up to $4,000,000 to ASW on a revolving line of credit basis for general corporate purposes. In August 2022, ASW and BOKF entered into the Third Modification Agreement to the Loan Agreement and ASW entered into the First Amended and Restated Revolving Line of Credit Promissory Note in favor of BOKF. These documents resulted in the following changes to the revolving line of credit financing facility: (a) the maximum amount available for borrowing increased by $1,750,000 to a new total maximum amount of $5,750,000, (b) the interest rate on borrowed amounts is equal to the one-month secured overnight financing rate as administered by the CME Group Benchmark Administration Limited plus a spread of 3.15%, adjusted monthly, and (c) the scheduled maturity date of the loan is August 15, 2025. ASW incurred customary costs and expenses and paid certain fees to BOKF in connection with this modification.

Equipment Financing. In June 2022, Rioscapes LLC (“Rioscapes”), a subsidiary of the Company, entered into a Loan Contract-Security Agreement with Deere & Company (“DC”). The loan is secured by a security interest in certain construction equipment. DC lent $50,000 to Rioscapes on a non-revolving line of credit basis to fund the acquisition of the construction equipment. ASW guaranteed Rioscapes’s obligations under the loan. The principal is payable monthly based on a 72-month amortization and the outstanding principal amount of the loan may be prepaid at any time without penalty. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to 2.35%. Rioscapes made certain representations and warranties in connection with this loan and is required to comply with various covenants, reporting requirements and other customary requirements for similar loans. The loan documentation contains customary events of default for similar financing transactions, including: Rioscapes’s failure to make principal, interest or other payments when due; the failure of Rioscapes to observe or perform its covenants under the loan documentation; the representations and warranties of Rioscapes being false; the insolvency or bankruptcy of Rioscapes or ASW; the merger by Rioscapes or ASW into another entity; and the sale by Rioscapes or ASW of substantially all of their assets. Upon the occurrence and during the continuance of an event of default, DC may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. Rioscapes incurred customary costs and expenses and paid certain fees to DC in connection with the loan.

As of October 31, 2022, the Company had (a) a letter of credit outstanding under its Revolving Line of Credit in the principal amount of $1,323,000 in favor of a municipality guarantying the completion of improvements in a subdivision being constructed by the Company and (b) $250,000 reserved for credit card usage. As of October 31, 2022, the Company had loan reserves outstanding under its note payable for La Mirada in the aggregate principal amount of $2,364,000 in favor of a municipality guarantying the completion of

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improvements in a subdivision being constructed by the Company. The amounts under the letter of credit and loan reserves are not reflected as outstanding principal in notes payable.

The following table summarizes the notes payable scheduled minimum principal repayments subsequent to October 31, 2022 (in thousands):

Fiscal Year

    

Scheduled Payments

2023

$

4

2024

 

8

2025

 

212

Thereafter

 

28

Total

$

252

(6)          REVENUES

Land sale revenues. Substantially all of the land sale revenues were received from four customers for each of the three and six months ended October 31, 2022 and three customers for each of the three and six months ended October 31, 2021. There were no outstanding receivables from these customers as of October 31, 2022 or October 31, 2021.

Building sales and other revenues. Building sales and other revenues consist of (in thousands):

Three Months 

Six Months 

ended October 31,

ended October 31,

    

2022

    

2021

    

2022

    

2021

Sale of building

$

$

6,750

$

$

6,750

Oil and gas royalties

49

40

106

175

Miscellaneous other revenues

 

345

 

37

 

384

 

287

$

394

$

6,827

$

490

$

7,212

The Company owned a 143,000 square foot warehouse and office facility located in Palm Coast, Florida during the three and six months ended October 31, 2021. Sale of building during the three and six months ended October 31, 2021 consists of the sale of this 143,000 square foot warehouse and office facility.

Refer to Note 7 to the consolidated financial statements contained in the 2022 Form 10-K for additional detail about the categories of building sales and other revenues. Miscellaneous other revenues for the three and six months ended October 31, 2022 primarily consist of proceeds from the retention of deposits for certain terminated customer contracts. Miscellaneous other revenues for the three and six months ended October 31, 2021 primarily consist of rent received from a tenant at a building in Palm Coast, Florida and tenants at a shopping center in Albuquerque, New Mexico, a non-refundable option payment and proceeds from the sale of equipment.

Major customers:

There were four customers with revenues in excess of 10% of the Company’s revenues during the three months ended October 31, 2022. The revenues for each such customer during the three months ended October 31, 2022 were as follows: $4,400,000, $4,000,000, $2,000,000 and $1,900,000, with each of these revenues reported in the Company’s land development business segment.
There were three customers with revenues in excess of 10% of the Company’s revenues during the six months ended October 31, 2022. The revenues for each such customer during the six months ended October 31, 2022 were as follows: $4,400,000, $4,200,000 and $4,000,000, with each of these revenues reported in the Company’s land development business segment.
There were three customers with revenues in excess of 10% of the Company’s revenues during the three months ended October 31, 2021. The revenues for each such customer during the three months ended October 31, 2021 were as follows: $3,700,000, $2,400,000 and $1,700,000, with each of these revenues reported in the Company’s land development business segment.

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There were three customers with revenues in excess of 10% of the Company’s revenues during the six months ended October 31, 2021. The revenues for each such customer during the six months ended October 31, 2021 were as follows: $6,700,000, $3,700,000 and $3,400,000, with each of these revenues reported in the Company’s land development business segment.

(7)          COST OF REVENUES

Land sale cost of revenues, net consist of (in thousands):

    

Three Months ended 

    

Six Months ended

October 31,

October 31,

    

2022

    

2021

    

2022

    

2021

Land sale cost of revenues

$

9,155

$

6,154

$

12,986

$

11,765

Less:

 

  

 

  

 

  

 

  

Public improvement district reimbursements

 

34

 

15

 

325

 

239

Private infrastructure covenant reimbursements

 

114

 

31

 

293

 

83

Payments for impact fee credits

 

535

 

78

 

589

 

323

Land sale cost of revenues, net

$

8,472

$

6,030

$

11,779

$

11,120

Building sales and other cost of revenues during the three and six months ended October 31, 2021 consist of the sale of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida.

(8)          GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist of (in thousands):

Three Months ended October 31,

Six Months ended October 31,

    

2022

    

2021

    

2022

    

2021

Land development

$

642

$

677

$

1,249

$

1,261

Homebuilding

 

274

 

212

 

531

 

399

Corporate

 

239

 

368

 

545

 

783

$

1,155

$

1,257

$

2,325

$

2,443

(9)          BENEFIT PLANS

Pension plan

Refer to Note 11 to the consolidated financial statements contained in the 2022 Form 10-K for detail regarding the Company’s defined benefit pension plan. 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 $77,000 and $67,000 during the three months ended October 31, 2022 and October 31, 2021 and $143,000 and $133,000 during the six months ended October 31, 2022 and October 31, 2021 to account for the net effect of changes to the pension liability. The Company funds the pension plan in compliance with IRS funding requirements. The Company did not make any contributions to the pension plan during the three and six months ended October 31, 2022 or October 31, 2021.

Equity compensation plan

Refer to Note 11 to the consolidated financial statements contained in the 2022 Form 10-K for detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “Equity Plan”), including restricted common stock and an option to purchase shares of common

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stock granted thereunder. The summary of the restricted share award activity during the six months ended October 31, 2022 presented below represents the maximum number of shares that could become vested after these dates:

    

Number of

Restricted share awards

Shares

Non-vested as of April 30, 2022

 

21,500

Granted during the three months ended October 31, 2022

 

14,600

Vested during the three months ended October 31, 2022

 

(9,833)

Forfeited during the three months ended October 31, 2022

 

Non-vested as of October 31, 2022

 

26,267

The Company recognized non-cash compensation expense related to the vesting of restricted shares of common stock net of forfeitures of $51,000 and $31,000 during the three months ended October 31, 2022 and October 31, 2021 and $87,000 and $47,000 during the six months ended October 31, 2022 and October 31, 2021. As of October 31, 2022 and October 31, 2021, there was $182,000 and $137,000 of unrecognized compensation expense related to restricted shares of common stock previously issued under the Equity Plan that had not vested as of those dates, 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. As of October 31, 2022, the option had not been exercised, cancelled or forfeited. The Company recognized non-cash compensation expense related to the option of $12,000 and $25,000 during the three and six months ended October 31, 2022. As of October 31, 2022, 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. The option could be dilutive to earnings per share in the future.

Director compensation non-cash expense, which is recognized for the expected 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 $23,000 and $22,000 during the three months ended October 31, 2022 and October 31, 2021 and $45,000 and $45,000 during the six months ended October 31, 2022 and October 31, 2021. As of October 31, 2022, there was $75,000 of accrued compensation expense related to the deferred stock units expected to be issued in December 2022. As of October 31, 2021, there was $75,000 of accrued compensation expense related to the deferred stock units issued in December 2021.

(10)          OTHER INCOME

There was no other income for the three and six months ended October 31, 2022. Other income for the three months ended October 31, 2021 consists of $30,000 received for a life insurance policy for a retired executive of the Company. Other income for the six months ended October 31, 2021 consists of $185,000 received in connection with a bankruptcy of a warranty provider, $45,000 of debt forgiveness with respect to a note payable and $30,000 received for a life insurance policy for a retired executive of the Company.

(11)         INCOME TAXES

During 2022, the Company expects to recognize a loss for tax purposes only related to worthless stock of Palm Coast Data Holdco, Inc. owned by the Company. Palm Coast Data Holdco, Inc. had previously been the owner of the Company’s fulfillment services business. The amount of the tax loss has not yet been determined.

(12)         RISKS AND UNCERTAINTIES

During the three and six months ended October 31, 2022, the Company has experienced supply chain constraints, increases in the prices of building materials, shortages of skilled labor and delays in municipal approvals and inspections in both the land development business segment and homebuilding business segment, which have caused delays in construction and the realization of revenues and increases in cost of revenues. In addition, in response to inflation, the Federal Reserve increased benchmark interest rates during 2022 and has signaled it expects additional future interest rate increases, which has resulted in a significant increase in mortgage interest rates during 2022, impacting home affordability and consumer sentiment and tempering demand for new homes and finished residential lots. The rising cost of housing due to increases in average sales prices in recent years and the recent increases in mortgage interest rates, coupled with general inflation in the U.S. economy and other macroeconomic factors, have placed additional pressure on overall housing affordability and have caused many potential home buyers to pause and reconsider their housing choices. Given the affordability

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challenges described above and the resulting impact on demand, the Company has increased sales incentives on certain homes classified as homebuilding model inventory or homebuilding construction in process and slowed the pace of housing starts and land development projects. The Company believes these conditions will continue to impact the land development and homebuilding industries for at least the remainder of 2022.

(13)         INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

The following tables set forth summarized data relative to the industry segments in which the Company operated for the periods indicated (in thousands):

    

Land 

    

    

    

Development

Homebuilding

Corporate

Consolidated

Three months ended October 31, 2022 (a)

 

  

 

  

 

  

 

  

Revenues

$

13,737

$

2,412

$

$

16,149

Net income (loss)

 

3,003

 

818

 

(200)

 

3,621

Capital expenditures

6

6

Three months ended October 31, 2021 (a)

 

  

 

  

 

  

 

  

Revenues

$

8,621

$

689

$

6,802

$

16,112

Net income (loss)

 

1,612

 

12

 

1,702

 

3,326

Capital expenditures

10

10

Six months ended October 31, 2022 (a)

Revenues

$

19,904

$

6,952

$

$

26,856

Net income (loss)

4,265

1,821

(553)

5,533

Capital expenditures

121

121

Total assets as of October 31, 2022

89,624

7,074

(514)

96,184

Six months ended October 31, 2021 (a)

Revenues

$

16,561

$

2,639

$

6,898

$

26,098

Net income (loss)

3,418

190

1,355

4,963

Capital expenditures

11

11

Total assets as of October 31, 2021

88,231

3,357

13,321

104,909

(a)Revenue information provided for each segment may include amounts classified as other revenues in the accompanying unaudited condensed consolidated statements of operations. Corporate is net of intercompany eliminations.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

AMREP Corporation (the “Company”), through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales or activities outside the United States. Unless the context otherwise indicates, all references to the Company in this quarterly report on Form 10-Q include the Company and its subsidiaries. The following provides information that management believes is relevant to an assessment and understanding of the Company’s unaudited condensed consolidated results of operations and financial condition. The information contained in this Item 2 should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included in this report on Form 10-Q and with the Company’s annual report on Form 10-K for the year ended April 30, 2022, which was filed with the Securities and Exchange Commission on July 21, 2022 (the “2022 Form 10-K”). Many of the amounts and percentages presented in this Item 2 have been rounded for convenience of presentation. Unless the context otherwise indicates, all references to 2023 and 2022 are to the fiscal years ending April 30, 2023 and 2022.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis of financial condition and results of operations is based on the accounting policies used and disclosed in the 2022 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of the 2022 Form 10-K and in Note 1 to the unaudited condensed consolidated financial statements included in this report on Form 10-Q. The preparation of those unaudited condensed

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consolidated financial statements required management to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual amounts or results could differ from those estimates and assumptions.

The Company’s critical accounting policies, assumptions and estimates are described in Item 7 of Part II of the 2022 Form 10-K. There have been no changes in these critical accounting policies.

Information concerning the Company’s implementation and the impact of recent accounting standards or updates issued by the Financial Accounting Standards Board is included in the notes to the consolidated financial statements contained in the 2022 Form 10-K. The Company did not adopt any accounting policy in the six months ended October 31, 2022 that had a material effect on its unaudited condensed consolidated financial statements.

RESULTS OF OPERATIONS

For the three months ended October 31, 2022, the Company had net income of $3,621,000, or $0.68 per diluted share, compared to net income of $3,326,000, or $0.45 per diluted share, for the three months ended October 31, 2021. For the six months ended October 31, 2022, the Company had net income of $5,533,000, or $1.04 per diluted share, compared to net income of $4,963,000, or $0.67 per diluted share, for the six months ended October 31, 2021.

Revenues. The following presents information on revenues for the Company’s operations (dollars in thousands):

    

Three Months ended October 31,

    

Six Months ended October 31,

% Increase

% Increase

    

2022

    

2021

    

(Decrease)

    

2022

    

2021

    

(Decrease)

Land sale revenues

$

12,849

$

8,466

 

52

%  

$

18,021

$

15,656

 

15

%  

Home sale revenues

 

2,906

 

819

 

(a)

 

8,345

 

3,230

 

(a)

Building sales and other revenues

 

394

 

6,827

 

(a)

 

490

 

7,212

 

(a)

Total

$

16,149

$

16,112

 

$

26,856

$

26,098

 

3

%

(a)Percentage not meaningful.

During the three and six months ended October 31, 2022, the Company has experienced supply chain constraints, increases in the prices of building materials, shortages of skilled labor and delays in municipal approvals and inspections in both the land development business segment and homebuilding business segment, which have caused delays in construction and the realization of revenues and increases in cost of revenues. In addition, in response to inflation, the Federal Reserve increased benchmark interest rates during 2022 and has signaled it expects additional future interest rate increases, which has resulted in a significant increase in mortgage interest rates during 2022, impacting home affordability and consumer sentiment and tempering demand for new homes and finished residential lots. The rising cost of housing due to increases in average sales prices in recent years and the recent increases in mortgage interest rates, coupled with general inflation in the U.S. economy and other macroeconomic factors, have placed additional pressure on overall housing affordability and have caused many potential home buyers to pause and reconsider their housing choices. Given the affordability challenges described above and the resulting impact on demand, the Company has increased sales incentives on certain homes classified as homebuilding model inventory or homebuilding construction in process and slowed the pace of housing starts and land development projects. The Company believes these conditions will continue to impact the land development and homebuilding industries for at least the remainder of 2022.

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Land sale revenues for the three months and six months ended October 31, 2022 were higher than the prior period by $4,383,000 and $2,365,000 primarily due to the availability of developed residential lots and the sale of commercial lots. The Company’s land sale revenues consist of (dollars in thousands):

Three Months ended October 31, 2022

Three Months ended October 31, 2021

    

Acres Sold

    

Revenue

    

Revenue Per Acre1

    

Acres Sold

    

Revenue

    

Revenue Per Acre1

Developed

  

  

  

  

  

  

Residential

 

16.8

$

10,886

$

648

 

14.6

$

8,466

$

580

Commercial

 

2.2

 

1,888

 

858

 

 

 

Total Developed

 

19.0

$

12,774

$

672

 

14.6

 

8,466

 

580

Undeveloped

 

3.5

 

75

 

21

 

 

 

Total

 

22.5

$

12,849

$

571

 

14.6

$

8,466

$

580

Six Months ended October 31, 2022

Six Months ended October 31, 2021

    

Acres Sold

    

Revenue

    

Revenue Per Acre1

    

Acres Sold

    

Revenue

    

Revenue Per Acre1

Developed

  

  

  

  

  

  

Residential

26.7

$

16,038

$

601

 

33.3

$

15,656

$

470

Commercial

2.2

 

1,888

 

858

 

 

 

Total Developed

28.9

$

17,926

$

620

 

33.3

 

15,656

 

470

Undeveloped

6.4

 

95

 

15

 

 

 

Total

 

35.3

$

18,021

$

511

 

33.3

$

15,656

$

470

1 Revenue per acre may not calculate precisely due to the rounding of revenues to the nearest thousand dollars

The change in the average selling price per acre of developed residential land for the three months ended October 31, 2022 compared to the three months ended October 31, 2021 and for the six months ended October 31, 2022 compared to the six months ended October 31, 2021 was primarily due to the location and mix of lots sold.

Home sale revenues for the three and six months ended October 31, 2022 were higher than the prior periods by $2,087,000 and $5,115,000 due to the growth of the Company’s homebuilding operations despite supply chain constraints, shortages of skilled labor and delays in municipal approvals and inspections. The Company’s home sale revenues consist of (dollars in thousands):

Three Months ended October 31,

Six Months ended October 31,

% Increase

% Increase

2022

    

2021

    

(Decrease)

    

2022

    

2021

    

(Decrease)

Homes sold

5

3

66

%

16

11

45

%

Average selling price

$

581

$

273

(a)

$

522

$

294

(a)

(a)

Percentage not meaningful.

As of October 31, 2022, the Company had 32 homes in production, including 12 homes under contract, which homes under contract represented $6,300,000 of expected home sale revenues when closed, subject to customer cancellations and change orders.

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Building sales and other revenues for the three and six months ended October 31, 2022 were lower than the prior periods by $6,433,000 and $6,722,000. Building sales and other revenues consist of (dollars in thousands):

Three Months ended October 31,

Six Months ended October 31,

% Increase

% Increase

    

2022

    

2021

    

(Decrease)

    

2022

    

2021

    

(Decrease)

Sale of building

$

$

6,750

(a)

$

$

6,750

(a)

Oil and gas royalties

49

40

23

%

106

175

(39)

%

Miscellaneous other revenues

 

345

 

37

(a)

 

384

 

287

(37)

%

Total

$

394

$

6,827

$

490

$

7,212

(a)

Percentage not meaningful.

Refer to Note 7 to the consolidated financial statements contained in the 2022 Form 10-K for additional detail about the categories of building sales and other revenues.

The Company owned a 143,000 square foot warehouse and office facility located in Palm Coast, Florida during the three and six months ended October 31, 2021. Sale of building during the three and six months ended October 31, 2021 consists of the sale of this 143,000 square foot warehouse and office facility.

Miscellaneous other revenues for the three and six months ended October 31, 2022 primarily consist of proceeds from the retention of deposits for certain terminated customer contracts. Miscellaneous other revenues for the three and six months ended October 31, 2021 primarily consist of rent received from a tenant at a building in Palm Coast, Florida and tenants at a shopping center in Albuquerque, New Mexico, a non-refundable option payment and proceeds from the sale of equipment.

Cost of Revenues. The following presents information on cost of revenues for the Company’s operations (dollars in thousands):

Three Months ended October 31,

Six Months ended October 31,

% Increase 

% Increase 

    

2022

    

2021

    

(Decrease)

    

2022

    

2021

    

(Decrease)

Land sale cost of revenues, net

$

8,472

$

6,030

 

40

%  

$

11,779

$

11,120

 

6

%

Home sale cost of revenues

 

2,051

 

629

 

(a)

 

5,714

 

2,543

 

(a)

Building sales and other cost of revenues

3,837

(a)

3,837

(a)

(a)

Percentage not meaningful.

Land sale cost of revenues, net consist of (in thousands):

    

Three Months ended October 31,

    

Six Months ended October 31,

 

% Increase

% Increase

    

2022

    

2021

    

(Decrease)

    

2022

    

2021

    

(Decrease)

 

Land sale cost of revenues

$

9,155

$

6,154

 

49

%  

$

12,986

$

11,765

 

10

%

Less:

 

  

 

  

 

  

 

  

 

  

 

  

Public improvement district reimbursements

 

34

 

15

 

(a)

 

325

 

239

 

36

%

Private infrastructure covenant reimbursements

 

114

 

31

 

(a)

 

293

 

83

 

(a)

Payments for impact fee credits

 

535

 

78

 

(a)

 

589

 

323

 

82

%

Land sale cost of revenues, net

$

8,472

$

6,030

$

11,779

$

11,120

 

  

(a)

Percentage not meaningful.

Land sale cost of revenues, net for the three and six months ended October 31, 2022 was higher than the prior periods by $2,442,000 and $659,000. Land sale gross margins were 34% and 35% for the three and six months ended October 31, 2022 compared to 29% for each of the three and six months ended October 31, 2021. If land sale cost of revenues was not reduced for amounts received from public improvement districts, private infrastructure covenants and payments for impact fee credits, land sale gross margins would have been 29% and 28% for the three and six months ended October 31, 2022 compared to 27%

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and 25% for the three and six months ended October 31, 2021. The change in gross margin were primarily due to lower than estimated cost associated with certain completed projects and the location, size and mix of property sold. As a result of many factors, including the nature and timing of specific transactions and the type and location of land being sold, revenues, average selling prices and related gross margin from land sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods.

Home sale cost of revenues for the three and six months ended October 31, 2022 were higher than the prior periods by $1,422,000 and $3,171,000 due to the location and amenities available in the communities. Home sale gross margins were 29% and 32% for the three and six months ended October 31, 2022 compared to 23% and 21% for the three and six months ended October 31, 2021. The increase in gross margin was primarily due to the location and mix of homes sold and to efficiencies gained during the expansion of the Company’s homebuilding operations.
Building sales and other cost of revenues during the three and six months ended October 31, 2021 consists of the sale of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida.

General and Administrative Expenses. The following presents information on general and administrative expenses for the Company’s operations (dollars in thousands):

Three Months ended October 31,

Six Months ended October 31,

% Increase

% Increase

    

2022

    

2021

    

(Decrease)

    

2022

    

2021

    

(Decrease)

Land development

$

642

$

677

 

(5)

%

$

1,249

$

1,261

 

(1)

%

Homebuilding

 

274

 

212

 

29

%

 

531

 

399

 

33

%

Corporate

 

239

 

368

 

(35)

%

 

545

 

783

 

(30)

%

Total

$

1,155

$

1,257

 

(8)

%

$

2,325

$

2,443

 

(5)

%

Land development general and administrative expenses for the three and six months ended October 31, 2022 were lower than the prior periods by $35,000 and $12,000 primarily due to a refund of certain property taxes. The Company did not record any non-cash impairment charges on real estate inventory or investment assets for the three and six months ended October 31, 2022 or October 31, 2021. Due to volatility in market conditions and development costs, the Company may experience future impairment charges.
Homebuilding general and administrative expenses for the three and six months ended October 31, 2022 were higher than the prior periods by $62,000 and $132,000 primarily due to hiring additional employees.
Corporate general and administrative expenses for the three and six months ended October 31, 2022 were lower than the prior periods by $129,000 and $238,000 primarily due to a decline in depreciation as a result of building sales in prior periods and a decrease in office rent.

Interest income, net. Interest income, net for the six months ended October 31, 2022 was higher than the prior period by $5,000 primarily due to interest earned in connection with a refund of federal income taxes.

Other income. Refer to Note 10 to the unaudited condensed consolidated financial statements included in this report on Form 10-Q for detail regarding other income.

Provision for income taxes. The Company had a provision for income taxes of $850,000 and $1,511,000 for the three and six months ended October 31, 2022 compared to $1,065,000 and $1,453,000 for the three and six months ended October 31, 2021. The provision for income taxes correlated to the amount of income before income taxes during each period.

LIQUIDITY AND CAPITAL RESOURCES

AMREP Corporation is a holding company that conducts substantially all of its operations through subsidiaries. As a holding company, AMREP Corporation is dependent on its available cash and on cash from subsidiaries to pay expenses and fund operations. The

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Company’s liquidity is affected by many factors, including some that are based on normal operations and some that are related to the real estate industry and the economy generally.

The Company’s primary sources of funding for working capital requirements are cash flow from operations, bank financing for specific real estate projects, a revolving line of credit and existing cash balances. Land and homebuilding properties generally cannot be sold quickly, and the ability of the Company to sell properties has been and will continue to be affected by market conditions. The ability of the Company to generate cash flow from operations is primarily dependent upon its ability to sell the properties it has selected for disposition at the prices and within the timeframes the Company has established for each property. The development of additional lots for sale, construction of homes or pursuing other real estate projects may require financing, which may not be available on acceptable terms (or at all). If the Company is unable to obtain such financing, the Company’s results of operations could be adversely affected. Except as described below, there have been no material changes to the Company’s liquidity and capital resources as reflected in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2022 Form 10-K.

Cash Flow. The following presents information on the cash flows for the Company (dollars in thousands):

 

Six Months Ended October 31,

% Increase

    

2022

    

2021

    

(Decrease)

Net cash provided by (used in) operating activities

$

(934)

$

2,930

 

(a)

Net cash provided by (used in) investing activities

 

(121)

 

81

 

(a)

Net cash provided by (used in) financing activities

 

(1,778)

 

2,515

 

(a)

Increase (decrease) in cash, cash equivalents and restricted cash

$

(2,833)

$

5,526

 

(a)

(a)Percentage not meaningful.

Operating Activities. Net cash provided by (used in) operating activities for the six months ended October 31, 2022 was lower than the prior period by $3,864,000 primarily due to the amount of change during each period in real estate inventory and investment assets, other assets, accounts payable and accrued expenses, taxes payable (receivable), net and the deferred income tax provision.

Investing Activities. Net cash provided by (used in) investing activities for the six months ended October 31, 2022 was lower than the prior period by $202,000 primarily due to the purchase of equipment.

Financing Activities. Net cash provided by (used in) financing activities for the six months ended October 31, 2022 was lower than the prior period by $4,293,000 primarily due to a reduction in proceeds from debt financing partially offset by a decrease in principal debt repayments. Notes payable decreased from $2,030,000 as of April 30, 2022 to $252,000 as of October 31, 2022 due to principal debt repayments. Refer to Note 5 to the unaudited condensed consolidated financial statements included in this report on Form 10-Q and Note 6 to the consolidated financial statements contained in the 2022 Form 10-K for detail regarding each of the Company’s notes payable.

Asset and Liability Levels. The following presents information on certain asset and liability levels (dollars in thousands):

    

October 31,

    

April 30, 

    

% Increase 

 

2022

2022

(Decrease)

 

Real estate inventory

$

70,046

$

67,249

 

4

%

Investment assets

 

8,961

 

9,017

 

(1)

%

Other assets

 

2,851

 

1,882

 

51

%

Deferred income taxes, net

 

895

 

958

 

(7)

%

Prepaid pension costs

 

543

 

90

 

(a)

Accounts payable and accrued expenses

 

5,511

 

6,077

 

(9)

%

Taxes payable, net

 

1,394

 

3,648

 

(62)

%

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(a)Percentage not meaningful.

Real estate inventory increased from April 30, 2022 to October 31, 2022 by $2,797,000. Real estate inventory consists of (dollars in thousands):

    

October 31, 

    

April 30, 

    

% Increase 

 

2022

2022

(Decrease)

 

Land inventory in New Mexico

$

60,032

$

59,374

 

1

%

Land inventory in Colorado

 

3,435

 

3,434

 

%

Homebuilding model inventory

 

1,005

 

1,135

 

(11)

%

Homebuilding construction in process

 

5,574

 

3,306

 

69

%

$

70,046

$

67,249

Land inventory in New Mexico increased from April 30, 2022 to October 31, 2022 by $658,000 primarily due to land development activity and the acquisition of land. Homebuilding model inventory decreased from April 30, 2022 to October 31, 2022 by $130,000 primarily due to the sale of homes partially offset by the completion of homes not yet sold. Homebuilding construction in process increased from April 30, 2022 to October 31, 2022 by $2,268,000 due to supply chain constraints, shortages of skilled labor and delays in municipal approvals and inspections causing construction cycle time to lengthen.

Investment assets decreased from April 30, 2022 to October 31, 2022 by $56,000. Investment assets consist of land held for long-term investment.
Other assets increased from April 30, 2022 to October 31, 2022 by $969,000 primarily due to prepaid expenses of a cash collateralized performance guaranty related to land development, stock compensation, insurance and real estate taxes.
Deferred income taxes, net decreased from April 30, 2022 to October 31, 2022 by $63,000 primarily due to the income tax effect of the decrease in pension liability. During 2022, the Company expects to recognize a loss for tax purposes only related to worthless stock of Palm Coast Data Holdco, Inc. owned by the Company. Palm Coast Data Holdco, Inc. had previously been the owner of the Company’s fulfillment services business. The amount of the tax loss has not yet been determined.
Accounts payable and accrued expenses decreased from April 30, 2022 to October 31, 2022 by $566,000 primarily due to the payment of invoices partially offset by an increase in customer deposits.
Taxes payable, net decreased from April 30, 2022 to October 31, 2022 by $2,254,000 due to the payment of taxes.
Prepaid pension costs of the Company’s frozen defined benefit pension plan increased from April 30, 2022 to October 31, 2022 by $453,000 primarily due to the funding levels of the plan. The Company recorded, net of tax, other comprehensive income of $77,000 and $143,000 for the three and six months ended October 31, 2022 and $67,000 and $133,000 for the three and six months ended October 31, 2021 reflecting the change in accrued pension costs during each period net of the related deferred tax and unrecognized prepaid pension amounts.

Recent Accounting Pronouncements. Refer to Note 1 to the consolidated financial statements contained in the 2022 Form 10-K for a discussion of recently issued accounting pronouncements.

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Statement of Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or oral statements that are “forward-looking”, including statements contained in this report and other filings with the Securities and Exchange Commission, reports to the Company’s shareholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, other written or oral statements, which constitute forward-looking statements, may be made by or on behalf of the Company. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”, “forecasts”, “may”, “should”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and contingencies that are difficult to predict. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are qualified by the cautionary statements in this section. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements.

The forward-looking statements contained in this report include, but are not limited to, statements regarding (1) the Company’s ability to finance its future working capital, land development, homebuilding and capital expenditure needs, (2) the Company’s expected liquidity sources, (3) the availability and utilization of existing bank financing, (4) the market conditions impacting the land development and homebuilding industries, including possible future increases in benchmark interest rates by the Federal Reserve and demand for new homes and finished residential lots, (5) the future business conditions that may be experienced by the Company, including the pace of the Company’s housing starts and land development projects, (6) the backlog of homes under contract and in production and the dollar amount of expected sales revenues when such homes are closed, (7) the timing of recognizing unrecognized compensation expense related to shares of common stock (and option related thereto) issued under the AMREP Corporation 2016 Equity Compensation Plan, (8) the future issuance of deferred stock units to directors of the Company and (9) the timing and amount of the recognition of a loss for tax purposes only related to worthless stock of Palm Coast Data Holdco, Inc. owned by the Company.

The Company undertakes no obligation to update or publicly release any revisions to any forward-looking statement to reflect events, circumstances or changes in expectations after the date of such forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Vice President, Finance and Accounting, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. As a result of such evaluation, the Company’s Chief Executive Officer and Vice President, Finance and Accounting have concluded that such disclosure controls and procedures were effective as of October 31, 2022 to provide reasonable assurance that the information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Vice President, Finance and Accounting, as appropriate, to allow timely decisions regarding disclosure. The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

No change in the Company’s system of internal control over “financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 5. Other Information

The following disclosure would otherwise be filed on Form 8-K under Item 5.03:

On December 6, 2022, the Board of Directors of AMREP Corporation (the “Company”) amended the Bylaws of the Company effective as of December 7, 2022 to update the address of the Company’s registered agent in Oklahoma, to add provisions regarding virtual shareholder meetings, to add a new Section 11 to Article II of the Bylaws and to implement technical and administrative changes to the prior Bylaws. Section 11 provides advance notice and other procedural requirements for shareholder nominations of persons for the election of directors and for shareholder proposals of other business for shareholder action at meetings of the Company’s shareholders.

The foregoing description of the amendments to the Bylaws is a summary only and is qualified in all respects by the complete text of the Bylaws. A copy of the Bylaws is attached hereto as Exhibit 3.1 and a copy of the Bylaws marked to show the amendments discussed above is attached hereto as Exhibit 3.2.  Exhibits 3.1 and 3.2 attached hereto are incorporated herein by reference.

Item 6. Exhibits

Exhibit
Number

    

Description

3.1

Bylaws, as amended.

3.2

Bylaws (marked), as amended.

10.1

Third Modification Agreement, dated as of August 15, 2022, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed August 16, 2022)

10.2

First Amended and Restated Revolving Line of Credit Promissory Note, dated August 15, 2022, by AMREP Southwest Inc. in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed August 16, 2022)

31.1

Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2

Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934

32

Certification required pursuant to 18 U.S.C. Section 1350

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 12, 2022

AMREP CORPORATION

(Registrant)

By:

/s/ Adrienne M. Uleau

Name: Adrienne M. Uleau

Title: Vice President, Finance and Accounting

(Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit
Number

    

Description

3.1

Bylaws, as amended.

3.2

Bylaws (marked), as amended.

10.1

Third Modification Agreement, dated as of August 15, 2022, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed August 16, 2022)

10.2

First Amended and Restated Revolving Line of Credit Promissory Note, dated August 15, 2022, by AMREP Southwest Inc. in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed August 16, 2022)

31.1

Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2

Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934

32

Certification required pursuant to 18 U.S.C. Section 1350

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

23