Land sales byCommercial Property. Out of the eight expected commercial lots in the La Mirada subdivision, the Company during 2020 were as follows:

Land sales bysold two of the commercial lots in 2022. As of July 1, 2022, the Company during 2019 were as follows:

Infrastructure Reimbursement Mechanisms

A portionis in the process of constructing two 2,835 square foot, single tenant buildings – the Lomas Encantadasfirst on a commercial lot in the La Mirada subdivision and the second on a portioncommercial lot in Unit 10 in Rio Rancho. In 2022, the Company also sold approximately 1.8 acres of commercial property in the Enchanted Hills/Commerce Center subdivision are subject to a public improvement district. The public improvement district is expected, over a period of at least thirty years commencing in 2020, to reimbursesubdivision.

In 2021, the Company for certain on-siteconstructed and off-site costs of developingsold a 14,000 square foot, single tenant retail building in the subdivisions by imposing a special levy on the real property owners within the district. During 2020, the Company collected $113,000 of reimbursements from the public improvement district. The Company may accept discounted prepayments of amounts due under the public improvement district.Las Fuentes at Panorama Village subdivision in Rio Rancho.

In addition, the Company instituted private infrastructure reimbursement covenants on a portion of the property in Hawk Site. Similar to a public improvement district, the covenants are expected to reimburse the Company for certain on-site and off-site costs of developing the subject property by imposing a special levy on the real property owners subject to the covenants. The Company has accepted discounted prepayments of amounts due under the public improvement district. During 2020, the Company collected $324,000 in connection with these private infrastructure reimbursement covenants.

¹ Revenues per lot may not calculate precisely due to the rounding of revenues to the nearest thousand dollars.

² Revenues per acre may not calculate precisely due to the rounding of acres sold to the nearest acre and the rounding of revenues to the nearest thousand dollars.

Homebuilding

In 2020, the Company commenced operations of its internal homebuilder in New Mexico. The Company’s homebuilding operations did not generate revenue during 2020. The Company expects to offer a variety of home designs at different prices and with varying levels of options and amenities to meet the needs of homebuyers.

Mineral Rights

. The Company owns certain minerals and mineral rights in and under approximately 55,000 surface acres of land in Sandoval County, New Mexico leased to a third party for a term ending in September 2020 and for as long thereafter as oil or gas is produced and marketed in paying quantities from the property or for additional limited periods of time if the lessee undertakes certain operations or makes certain de minimis shut-in royalty payments. If the lessee or any of its affiliates provides any consideration to obtain, enter into, option, extend or renew an interest in any minerals or mineral rights within Sandoval County, Bernalillo County, Santa Fe County or Valencia County in New Mexico at any time from September 2017 through September 2020, lessee is required to pay the Company an amount equal to the amount of such consideration paid per acre multiplied by 55,000. The lessee is required to assign, or to cause their affiliate to assign, to the Company an overriding royalty interest of 1% with respect to the proceeds derived from any minerals or minerals rights presently or hereinafter owned by, leased by, optioned by or otherwise subject to the control of lessee or any of its affiliates in any part of Sandoval County, Bernalillo County, Santa Fe County or Valencia County in New Mexico. As partial consideration for entering into the lease, the Company received $1,010,000 in fiscal year 2015, of which $76,000 was recorded as revenue in 2019. The Company did not record any revenue in 2020 related to the lease. No drilling has commenced with respect to this property.

The Company owns certain minerals and mineral rights in and under approximately 147 surface acres of land in Brighton, Colorado leased to a third party for as long as oil or gas is produced and marketed in paying quantities from the property or for additional limited periods of time if the lessee undertakes certain operations or makes certain de minimis shut-in royalty payments. The lessee has pooled approximately 1,240 acres ofvarious minerals and mineral rights, including the Company’s minerals and mineral rights, for purposes of drilling and extraction. After applying the ownership and royalty percentages of the pooled minerals and mineral rights, the lessee is required to pay the Company a royalty on oil and gas produced from the pooled property of 1.42% of the proceeds received by the lessee from the sale of such oil and gas, and such royalty will be charged with 1.42% of certain post-production costs associated with such oil and gas. The lessee commenced drilling with respect to the pooled property in 2019, with initial royalty payments made in 2020. The Company received $608,000 of royalties with respect to the pooled property during 2020 from oil and gas production for the period March 2019 through April 2020. No royalties with respect to the pooled property were received during 2019.

Other Real Estate Interests

The Company is constructing an approximately 14,000 square foot, single tenant retail building on an approximately 1.3 acre property in the Las Fuentes at Panorama Village subdivision in Rio Rancho, New Mexico.. The Company owns an approximately 160-acre property in Brighton, Colorado planned for approximately 410 homes and anhomes. In 2022, the Company sold its approximately 5-acre property in Parker, Colorado zoned for commercial use. Theand 143,000 square foot warehouse and office facility located in Palm Coast, Florida. In 2021, the Company also owns asold its 61,000 square foot officewarehouse and industrial facility and a 143,000 square foot office and industrial facility located in Palm Coast, Florida.

Homebuilding

DISCONTINUED OPERATIONS

Prior to April 26, 2019,In fiscal year 2020, the Company wascommenced operations in New Mexico of its internal homebuilder, Amreston Homes. The Company offers a variety of home floor plans and elevations at different prices and with varying levels of options and amenities to meet the needs of homebuyers. The Company focuses on selling single-family detached and attached homes. The Company selects locations for homebuilding based on available land inventory and completion of a feasibility study. The Company utilizes third-party sales brokers for the majority of home sales. Model homes are generally used to showcase the Company’s homes and their design features. The Company provides built-to-order homes where construction of the homes does not begin until the customer signs the purchase agreement and speculative (“spec”) homes for homebuyers that require a home within a short time frame. Sales contracts with homebuyers generally require payment of a deposit at the time of contract signing and sometimes additional deposits upon selection of certain options or upgrade features for their homes. Sales contracts also engagedtypically include a financing contingency that provides homebuyers with the right to cancel if they cannot obtain mortgage financing at specified interest rates within a specified period. Contracts may also include other contingencies, such as the sale of an existing home.

The construction of homes is conducted under the supervision of the Company’s on-site construction field managers. Substantially all construction work is performed by independent subcontractors under contracts that establish a specific scope of work at an agreed-upon price. Although the Company does not yet have sufficient historical experience to observe any seasonal effect on sales and construction activities, the Company does expect some seasonality in sales and construction activities which can affect the timing of closings. But any such seasonal effect on sales is expected to be relatively insignificant compared to the effect of the timing of opening of a property for sale and the subsequent timing of closings.

The housing industry in New Mexico is highly competitive. Numerous national, regional and local homebuilders compete for homebuyers on the basis of location, price, quality, reputation, design and community amenities. This competition with other homebuilders could reduce the number of homes the Company delivers or cause the Company to accept reduced margins to maintain sales volume. The Company also competes with resales of existing homes and available rental housing. Increased competitive conditions in the fulfillment servicesresidential resale or rental market could decrease demand for new homes or unfavorably impact pricing for new homes.

Materials and Labor

During 2022, the Company 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 operatedsegment and homebuilding business segment, which have caused delays in construction and the realization of revenues and increases in cost of revenues. Generally, construction materials for the Company’s operations are available from numerous sources. However, the cost and availability of certain building materials, especially lumber, steel, concrete, copper and petroleum-based materials, is influenced by Palm Coast Data LLC (“PCD”)changes in local and its affiliates.global commodity prices and capacity as well as government regulation, such as government-imposed tariffs or trade restrictions on supplies such as steel and lumber. The fulfillment services business performed fulfillmentability to consistently source qualified labor at reasonable prices remains challenging as labor supply

growth has not kept pace with construction demand. To partially protect against changes in construction costs, labor and contact center servicesmaterials costs are generally established prior to or near the time when related sales contracts are signed with homebuilders or homebuyers. However, the Company cannot determine the extent to which necessary building materials and labor will be available at reasonable prices in the future.

Regulatory and Environmental Matters

The Company’s operations are subject to extensive regulations imposed and enforced by various federal, state and local governing authorities. These regulations are complex and include building codes, land zoning and other entitlement restrictions, health and safety regulations, labor practices, marketing and sales practices, environmental regulations and various other laws, rules and regulations. The applicable governing authorities frequently have broad discretion in administering these regulations. The Company may experience extended timelines for publications, membership organizations,receiving required approvals from municipalities or other government agencies that can delay anticipated development and other direct marketers.construction activities.

On April 26, 2019, Palm Coast Data Holdco, Inc. (“Seller”), a subsidiary of the Company, entered into a membership interest purchase agreement (the “Membership Purchase Agreement”) with Studio Membership Services, LLC (“Buyer”). The closing of the transactions contemplated by the Membership Purchase Agreement occurredGovernment restrictions, standards or regulations intended to reduce greenhouse gas emissions or potential climate change impacts may result in restrictions on April 26, 2019 (the “Closing Date”). Pursuant to the Membership Purchase Agreement, Buyer acquiredland development or homebuilding in certain areas and may increase energy, transportation or raw material costs, which could reduce the Company’s fulfillment services business throughprofit margins and adversely affect the purchase from SellerCompany’s results of all of the membership interests (the “Membership Interests”) of PCD (which owned all of the membership interests of FulCircle Media, LLC)operations. Weather conditions and Media Data Resources, LLC (PCD, FulCircle Media, LLC and Media Data Resources, LLC are collectively referred to herein as the “Target Group”). The purchase price for the Membership Interests was $1,000,000, which was paid by Buyer to Seller on the Closing Date. Buyer and Seller provided customary indemnifications under the Membership Purchase Agreement and provided each other with customary representations, warranties and covenants.

In connection with the Membership Purchase Agreement, PCD entered into a triple net lease agreement, dated as of April 26, 2019 (the “2 Commerce Lease Agreement”), with Two Commerce LLC (“TC”), pursuant to which PCD leased from TC a 61,000 square foot facility located at 2 Commerce Boulevard, Palm Coast, Florida (the “2 Commerce Property”) and a triple net lease agreement, dated as of April 26, 2019 (the “11 Commerce Lease Agreement”), with Commerce Blvd Holdings, LLC (“CBH”), pursuant to which PCD leased from CBH a 143,000 square foot facility located at 11 Commerce Boulevard, Palm Coast, Florida (the “11 Commerce Property”). TC and CBH are subsidiaries ofnatural disasters can harm the Company. The termoccurrence of each lease agreement was originally 10 years.natural disasters or severe weather conditions can adversely affect the cost or availability of materials or labor, delay or increase costs of land development or damage homes or land development under construction. These matters may result in delays, may cause the Company to incur substantial compliance, remediation, mitigation and other costs, and can prohibit or severely restrict land development and homebuilding activity in environmentally sensitive areas.

Human Capital Resources

As of July 1, 2022, the Company employed 22 full-time employees. The aggregate annual rent, payable in equal monthly installments in each ofCompany believes the applicable years, subject to a waiver of the payment of rent attributable to the month of May 2019, of the lease agreements was originally Year 1: $1,900,000, Year 2: $1,941,500, Year 3: $1,985,328, Year 4: $2,041,564, Year 5: $2,105,294, Year 6: $2,181,604, Year 7: $2,260,585, Year 8: $2,342,331, Year 9: $2,426,937 and Year 10: $2,514,505. PCD did not pay any rent under the lease agreements from December 2019 through May 2020. Each lease was amended in May 2020 as follows: (a) the expiration of the term of each lease was amended to August 15, 2020; (b) PCD provided the landlords a cash deposit of $260,000 to secure PCD’s obligations under the leases; and (c) PCD paid rent in the amount of $350,000people who work for the rental period from May 18, 2020 through August 15, 2020.

In connection with the transactions contemplated by the Membership Purchase Agreement, the Company (not including the Target Group) retained their obligations under the Company’s defined benefit pension plan following the Closing Date. The transactions contemplated by the Membership Purchase Agreementare its most important resource and the associated workforce reduction with respect to the Company resulted in the acceleration of the funding of $5,194,000 of accrued pension-related obligationsare critical to the Company’s defined benefit pension plan pursuantcontinued success. The Company focuses significant attention on attracting and retaining talented and experienced individuals to manage and support the Employee Retirement Income Security ActCompany’s operations. The Company strives to reward employees through competitive industry pay, benefits and other programs; instill the Company's culture with a focus on ethical behavior; and enhance employees’ performance through investments in technology, tools and training to enable employees to operate at a high level. The Company’s employees are not represented by any union. The Company considers its employee relations to be good. The Company offers employees a broad range of 1974, as amended (“ERISA”),company-paid benefits, and the regulations thereunder. The Company notifiedbelieves its compensation package and benefits are competitive with others in the Pension Benefit Guaranty Corporationindustry. All employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All employees must adhere to a code of the transactions contemplated by the Membership Purchase Agreement and, as permitted by ERISA, made an election to satisfy this accelerated funding obligation over a period of seven years beginning in fiscal year 2021. During 2020, the Company made voluntary contributions to the pension plan of $3,600,000, which eliminated any requirementconduct that sets standards for the Company to further satisfy the $5,194,000 of accelerated accrued pension-related obligations to the pension plan.appropriate ethical behavior.

AVAILABLE INFORMATION

The Company maintains a website at www.amrepcorp.com. The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge through the Company’s website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission. The information found on the Company’s website is not part of this or any other report that the Company files with, or furnishes to, the Securities and Exchange Commission.

In addition to the Company’s website, the Securities and Exchange Commission maintains an Internet site that contains the Company’s reports, proxy and information statements, and other information that the Company electronically files with, or furnishes to, the Securities and Exchange Commission at www.sec.gov.

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Not required.As a smaller reporting company, the Company has elected not to provide the disclosure under this item.

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Not applicable.

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The Company’s executive offices of the Company are located in approximately 2,4001,400 square feet of leased space in an office building in Plymouth Meeting,Havertown, Pennsylvania. The offices of the Company’s real estate business isare located in approximately 4,9005,400 square feet of leased space in ana 7,000

square foot office building in Rio Rancho New Mexico.owned by the Company. In addition, other real estate inventory and investment properties are described in Item 1 of Part I of this annual report on Form 10-K with certain mortgages associated with such real estate described in Item 7 of Part II of this annual report on Form 10-K. The Company believes its facilities are adequate for its current requirements.

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Refer to Item 1 for detail regarding the Membership Purchase Agreement, the 2 Commerce Lease Agreement and the 11 Commerce Lease Agreement.

In December 2019, each of TC and CBH filed a complaint in the Circuit Court of the Seventh Judicial District in and for Flagler County, Florida against PCD and the guarantors under the 2 Commerce Lease Agreement and the 11 Commerce Lease Agreement for failure to pay amounts due under the leases. Each complaint included claims for damages and for the eviction of PCD from the 2 Commerce Property and the 11 Commerce Property. In connection with such lawsuits, PCD and the guarantors raised certain claims against the Company and certain of its subsidiaries, including with respect to the Membership Purchase Agreement, the 2 Commerce Lease Agreement and the 11 Commerce Lease Agreement.

In February 2020, Seller, Buyer and PCD entered into a first settlement agreement (the “First Settlement Agreement”) pursuant to which Seller, Buyer and PCD agreed to settle their outstanding claims. In connection with the First Settlement Agreement, PCD paid Seller $625,000. Following PCD’s breach of the First Settlement Agreement, Seller, TC, CBH, Buyer, PCD and certain affiliates of Buyer entered into a second settlement agreement in May 2020 pursuant to which the parties agreed to settle their outstanding claims in accordance with the following terms: PCD paid Seller $650,000; the 2 Commerce Lease Agreement and the 11 Commerce Lease Agreement were amended as described in Item 1; and the parties entered into agreements to release claims between the parties.

3.Legal Proceedings

The Company and its subsidiaries are involved in various other pending or threatened claims and legal actions arising in the ordinary course of business. While the ultimate results of these other matters cannot be predicted with certainty, management believes that they will not have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations.

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Not applicable.

Information about ourthe Company’s Executive Officers

Set forth below is certain information concerning persons who are the current executive officers of the Company.

Christopher V. Vitale, age 44,46, has been a director of the Company since 2021 and has been President and Chief Executive Officer of the Company since September 2017. From 2014 to September 2017, Mr. Vitale was Executive Vice President, Chief Administrative Officer and General Counsel of the Company and, from 2013 to 2014, he was Vice President and General Counsel of the Company. From 2012Prior to 2013,joining the Company, Mr. Vitale was Vice President, Legal at Franklin Square Holdings, L.P. and, from 2011 to 2012, he was Assistant Vice President, Legalheld various legal positions at Franklin Square Holdings, L.P., a national sponsor and distributor of investment products, where he was responsible for securities matters, corporate governancefrom 2011 to 2013 and general corporate matters. During 2011, Mr. Vitale was the Chief Administrative Officer at WorldGate Communications, Inc. (“WorldGate”), and from 2009 to 2011 he was Senior Vice President, General Counsel and Secretary at WorldGate, a provider of digital voice and video phone services and video phones. In 2012, WorldGate filed a voluntary petition for relief under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware.phones, from 2009 to 2011. Prior to joining WorldGate, Mr. Vitale was an attorney with the law firms of Morgan, Lewis & Bockius LLP and Sullivan & Cromwell LLP.

Adrienne M. Uleau, age 52,54, has been Vice President, Finance and Accounting of the Company since March 2020. From August 2018 to March 2020, Ms. Uleau was Controller of the Company. Prior to joining the Company, Ms. Uleau had been Controller of United Tectonics Corp., a construction services company, from July 2016 to August 2018. From 2014 to July 2016, Ms. Uleau was Financial Manager of Cushman and Wakefield. Prior to 2014, Ms. Uleau held various senior accounting positions. In 2012, Ms. Uleau declared bankruptcy in connection with unsecured credit card debt.

The executive officers are elected or appointed by the board of directors of the Company or its appropriate subsidiary to serve until the appointment or election and qualification of their successors or their earlier death, resignation or removal.

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PART II

The Company’s common stock is traded on the New York Stock Exchange under the symbol “AXR”. On July 3, 2020,18, 2022, there were 380264 holders of record of the common stock.

The Company’s common stock is often thinly traded. As a result, large transactions in the Company’s common stock may be difficult to execute in a short time frame and may cause significant fluctuations in the price of the Company’s common stock. Among other reasons, the stock is thinly traded due to the fact that fivefour of the Company’s shareholders beneficially owned approximately 73%54% of the outstanding common stock as of July 3, 2020.18, 2022 according to available information. The average trading volume in the Company’s common stock on the New York Stock Exchange over the thirty-day trading period ending on April 30, 20202022 was approximately 8,10911,596 shares per day.

The Company is an Oklahoma corporation and the anti-takeover provisions of its certificate of incorporation and of Oklahoma law generally prohibit the Company from engaging in “business combinations” with an “interested shareholder,” as those terms are defined therein, unless the holders of at least two-thirds of the Company’s then outstanding common stock approve the transaction. Consequently, the concurrence of the Company’s largest shareholders would generally be needed for any “interested shareholder” to acquire control of the Company, even if a change in control would be beneficial to the Company’s other shareholders.

Equity Compensation Plan Information

See Item 12, which incorporates such information by reference from the Company’s Proxy Statement for its 2022 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission.

Dividend Policy

The Company has paid no cash dividends on its common stock since fiscal year 2008. The Company may consider dividends from time-to-time in the future in light of conditions then existing, including earnings, financial condition, cash position, capital requirements and other needs. No assurance is given that there will be any such future dividends declared.

Share Repurchases

Equity Compensation Plan Information

See Item 12, which incorporates such information by reference fromRefer to Note 15 to the consolidated financial statements contained in this annual report on Form 10-K for detail regarding the Company’s Proxy Statement for its 2020 Annual Meetingshare repurchase activity. The following table sets forth all purchases made by or on behalf of Shareholders to be filed with the Securities and Exchange Commission (the “Proxy Statement”).

As a smaller reporting company, the Company has electedor any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act, of shares of common stock of the Company during each month within the three months ended April 30, 2022:

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(1)  In March 2022, the Company repurchased 2,096,061 shares of common stock of the Company at a price of $10.45 per share in a privately negotiated transaction. As of the date of the repurchase, the repurchased shares were retired and returned to the status of authorized but unissued shares of common stock. The share repurchase was not completed pursuant to providea publicly announced share repurchase program of the disclosure under this item.Company.

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Item 6.[Reserved]

For a description of the Company’s business, refer to Item 1 of Part I of this annual report on Form 10-K. As indicated in Item 1, the Company, through its subsidiaries, is primarily engaged in onetwo business segment: the real estate business.segments: land development and homebuilding. The Company has no foreign sales. The following provides information that management believes is relevant to an assessment and understanding of the Company’s consolidated results of operations and financial condition. The discussion should be read in conjunction with the consolidated financial statements and accompanying notes.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America. The Company discloses its significant accounting policies in the notes to its audited consolidated financial statements.

The preparation of such financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of those financial statements as well as the amounts reported amounts of revenuesin the financial statements and expenses during the reporting periods.accompanying notes. Areas that require significant judgments and estimates to be made include: (1) real estateland sale cost of salesrevenues calculations, which are based on land development budgets and estimates of costs to complete; (2) cash flows, asset groupings and valuation assumptions in performing asset impairment tests of long-lived assets (including real estate inventories) and assets held for sale; (3) actuarially determined defined benefit pension plan obligations and other pension plan accounting and disclosures; (4) risk assessment of uncertain tax positions; and (5) the determination of the recoverability of net deferred tax assets. Actual results could differ from those estimates.

There are numerous critical assumptions that may influence accounting estimates in these and other areas. Management bases its critical assumptions on historical experience, third-party data and various other estimates that it believes to be reasonable under the circumstances. The most critical assumptions made in arriving at these accounting estimates include the following:

RESULTS OF OPERATIONS

Prior to April 26, 2019, the Company had been engaged in the fulfillment services business. On April 26, 2019, the fulfillment services business was sold (refer to Items 1 and 3 of Part I of this annual report on Form 10-K for more detail). The Company’s fulfillment services business has been classified as discontinued operations in the financial statements for 2019 included in this Form 10-K.

Year Ended April 30, 20202022 Compared to Year Ended April 30, 20192021

For 2020,2022, the Company reported ahad net lossincome of $5,903,000,$15,862,000, or $0.73$2.21 per diluted share, compared to net income of $1,527,000,$7,392,000, or $0.19$0.95 per diluted share, in 2019. For 2019, results consisted of (i) a net loss from continuing2021.

Revenues. The following presents information on revenues for the Company’s operations of $2,465,000, or $0.30 per share, and (ii) net income from discontinued operations of $3,992,000, or $0.49 per share. For 2020, there was no income from discontinued operations. A discussion of continuing operations and discontinued operations follows.(dollars in thousands):

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Continuing Operations

For 2020,During 2022, the Company reported a net loss $5,903,000, or $0.73 per share, comparedexperienced 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. Future economic conditions and the demand for land and homes are subject to a net losscontinued uncertainty due to many factors, including the recent increase in mortgage interest rates, higher inflation, low supplies of new and existing home inventory, ongoing disruptions from continuing operationssupply chain challenges and labor shortages, the ongoing impact of $2,465,000, or $0.30 per share,the COVID-19 pandemic and government directives, and other factors. While construction and land costs remain elevated, the Company has been able to offset these cost increases through land and home price increases in 2019. The net loss in 2020 included $8,600,000 of non-cash charges comprised of: (1) a non-cash pre-tax pension settlement charge of $2,929,0002022 due to the paymentstrong pricing environment. The Company’s past performance may not be indicative of lump sum payouts of pension benefits to 309 former employees and (2) the net non-cash pre-tax impairment charges on other assets of $5,046,000, which amount represented the remaining present value of expected lease payments under the 2 Commerce Lease Agreement and 11 Commerce Lease Agreement deemed to be consideration for the sale of the Company’s fulfillment services business.future results.

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

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General and a reduction in interest expense. Beginning in December 2019, the Company discontinued recognizing interest from deferred revenue that originatedAdministrative Expenses. The following presents information on general and administrative expenses for the sale of the Company’s fulfillment services businessoperations (dollars in April 2019 (refer to Items 1 and 3 of Part I of this annual report on Form 10-K for more detail)thousands):

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Interest Income (Expense). Interest income (expense), net includes interest expenseincreased to $2,000 for 2022 from $(40,000) for 2021. Interest and loan costs of $25,000$224,000 and $105,000 were capitalized in real estate inventory for 2019the years ending April 30, 2022 and $0April 30, 2021.

Other Income. Other income of $261,000 for 2020. Capitalized interest was $182,0002022 primarily consisted of $185,000 received in connection with the bankruptcy of a warranty provider, $45,000 of debt forgiveness with respect to a note payable and $30,000 earned from a life insurance policy for 2020a retired executive of the Company. Other income of $1,028,000 for 2021 primarily consisted of a settlement payment of $650,000 from a tenant for failure to pay rent for the Company’s warehouse and $115,000 for 2019.office facilities located in Palm Coast, Florida and $300,000 of debt forgiveness with respect to a loan received by the Company pursuant to the Paycheck Protection Program administered by the U.S. Small Business Administration.

Income Taxes. The Company recognized a non-cash pre-tax pension settlement charge of $2,929,000 for 2020, due to the Company’s defined benefit pension plan paying an aggregate of $7,280,000 in lump sum payouts of pension benefits to 309 former employees. There were no such charges in 2019.

The Company’s continuing operations had a benefitprovision for income taxes of $1,722,000$5,704,000 for 20202022 compared to a benefitprovision for income taxes of $708,000$2,643,000 for 2019.2021. The difference between the statutory rate and the effective rate of the tax benefitprovision for 2020 was primarily due to adjustments resulting from the finalization of the 2019 tax return when comparedincome taxes correlated to the April 2019 year-end tax provision. As a resultamount of the lapse of the statute of limitations, the Company’s total tax effect of gross unrecognized tax benefits in the accompanying financial statements of $58,000 at April 30, 2018 was recognizedincome before income taxes during 2019.

Discontinued Operations

Prior to April 26, 2019, the Company had been engaged in the fulfillment services business. On April 26, 2019, the fulfillment services business was sold (refer to Items 1 and 3 of Part I of this annual report on Form 10-K for more detail). The Company’s fulfillment services business operated in an industry unrelated to the Company’s continuing operations and had business operations, employees (including its management), customers, suppliers, liquidity and capital resources that were generally different from those of the Company’s continuing operations. The sale of the Company’s fulfillment services business has not had a material impact on the Company’s continuing operations. The Company retained ownership of certain real estate in Palm Coast, Florida (refer to Items 1 and 3 of Part I of this annual report on Form 10-K for more detail). Net income from discontinued operations was $3,992,000, or $0.49 per share, in 2019. The results from discontinued operations for 2019 included a pretax gain of $2,506,000, or $0.31 per share, resulting from the sale of the fulfillment services business.

each year.

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 fundscash and on distributions of fundscash from subsidiaries to pay expenses and fund operations. The 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 investmentsproperties 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 will require financing or other sources of funding, 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.

The Company expects the primary demand for funds in the short-term and long-term future will be for the development and acquisition of land, construction of home and commercial projects and general and administrative expenses. The development and acquisition of land and construction of home and commercial projects is generally required to satisfy delivery obligations of developed land or finished homes to customers. Further, the Company regularly evaluates property available for purchase from third parties for possible acquisition and development by the Company. To the extent the sources of capital described above are insufficient to meet its needs, the Company may conduct public or private offerings of securities, dispose of certain assets or draw on existing or new debt facilities. The Company believes that it has adequate cash, bank financing and cash flows from operations to provide for its anticipated spending in fiscal year 2023.

COVID-19 Impact and Response

. In March 2020, the World Health Organization declared the novel strain of coronavirus (COVID-19) a global pandemic and recommended containment and mitigation measures worldwide. Subsequently, extraordinary and wide-ranging actions were taken by public health and governmental authorities to contain and combat the outbreak and spread of COVID-19, pandemic has continuedincluding quarantines, shelter-in-place orders and similar mandates for many individuals to spreadsubstantially restrict daily activities and various state and local governments have issuedfor many businesses to curtail or extended “shelter-in-place” orders, which have impacted and restricted various aspects of the Company’scease normal operations.

In response to the pandemic, the Company allowed all employees to work remotely during March and April 2020, with most operations in New Mexico returning to an office setting beginning in May 2020. In New Mexico, theThe Company’s construction operations have continued functioning during this period subject to regulated restrictionshealth and safety constraintsprotocols in order to protect the Company’s employees, trade contractors and homebuilder customers. The Company modified many of its common interactions to be virtual and attempted to minimize in-person interactions. While the above-referenced steps are necessary and appropriate in light of the COVID-19 pandemic, they do impact the Company’s ability to operate in its ordinary and traditional course. Those restrictions, combined with a reduction in the availability, capacity and efficiency of municipal and private services necessary to progress land development and homebuilding, have reduced the Company’s sales pace and delayed certain projects and deliveries. In addition, some homebuilder customers requestedThe inconsistent and received restructured closing schedules with respect to existing finished lot contracts withunpredictable impacts of the COVID-19 virus and related variants, including changing governmental directives, public health challenges and progress, macroeconomic consequences and market reactions thereto, may cause the Company to accommodate their liquidity issuesadjust its planning and concerns. The potential magnitudeoperations and durationmakes it more challenging for the Company to estimate the future performance of the business and economicdevelop strategies to generate growth. Despite the development of vaccines and more effective treatments for the physical impacts from the unprecedented public health effort to contain and combat the spread of COVID-19, there are uncertain. In addition, the Company can provide no assurance as to whetherreliable estimates of how long the COVID-19 public health effortpandemic, or its related impacts on overall economic conditions or the global supply chain, will be intensified to such an extent thatlast. As a result, the Company will not be able to conduct any business operations for an indefinite period.

In lightunpredictability of the current challenging economic and public health conditions will continue to evolve. While the Company has since March 2020 attempted to take a cautious approach to its operations and attempted to protect liquidity and closely manage cash flows, including obtaining a loan pursuant to the Paycheck Protection Program loan program administered by the U.S. Small Business Administration, delaying the acquisition of certain land parcels currently under contract, slowing land development where practical, contacting homebuilder customers to reconfirm their ability to perform under their contracts before beginning or continuing construction of finished lots and working with the Company’s financing sources to ensure continued availability under existing credit facilities.

While we cannot reasonably estimate the length or severity of this pandemic or if there will be additional periods of increases or spikes in the number of COVID-19 cases, future mutations or related strains of the virus in areas in which the Company operates, an extended economic slowdownthe cumulative effect of the COVID-19 pandemic on the global supply chain and the Company’s operations could materially impact the Company’s consolidated financial position, consolidated results of operations and consolidated cash flows in fiscal year 2021 or beyond. flows.

The Company could also be negatively impacted over the medium-to-longer term if the disruptions related to COVID-19 (a) decrease consumer confidence generally or with respect to purchasing a home or cause civil unrest, (b) precipitate a prolonged economic downturn or an extended rise in unemployment or tempering of wage growth, any of which could lower demand for the Company’s products, impair the Company’s ability to sell and build finished lots and homes in a typical manner or at all, impair the Company’s ability to generate revenues and cash flows, or impair the Company’s ability to access the capital or lending markets (or significantly increase the costs of doing so), (c) increase the costs or decrease the supply of construction materials or the availability of subcontractors and other talent, including as a result of infections or medically necessary or recommended self-quarantining, or governmental mandates to direct production activities to support public health efforts or (d) result in the Company recognizing charges in future periods, which may be material, for impairments related to the Company’s inventory or investment assets. The unprecedented uncertainty surrounding COVID-19, due to rapidly changing governmental directives,Any epidemic, pandemic or similar serious public health challengesissue, and progress, macroeconomic consequences, and market reactions thereto, also makesthe measures undertaken by governmental authorities to address it, more challenging forcould significantly disrupt or prevent the Company to estimatefrom

operating in the future performance ofordinary course for an extended period and could have a significant adverse impact on the business and develop strategies to generate growth.Company’s financial statements.

Should the adverse impacts described above (or others that are currently unknown) occur, whether individually or collectively, the Company would expect to experience, among other things, increases in defaults from homebuilder customers for finished lots under contract,customer contracts, and decreases in future demand for finished lots and homes, likely resulting in reduced revenues and profitability. Such impacts could be material to the Company’s consolidated financial statements. The Company could also be forced to reduce its average selling prices in order to generate homebuilder or homebuyer demand or in reaction to competitive pressures. In addition, should the COVID-19 public health effort intensify to such an extent that the Company cannot operate in Rio Rancho, the Company could generate few or no sales during the applicable period, which could be prolonged. If there are prolonged government restrictions on the Company’s operations or the Company’s employees, trade contractors or homebuilder customers, or an extended economic recession, the Company could be unable to produce revenues and cash flows sufficient to conduct operations, meet the terms of the Company’s covenants and other requirements under its financing arrangements or service the Company’s outstanding debt. Such a circumstance could, among other things, exhaust the Company’s available liquidity (and ability to access liquidity sources) or trigger an acceleration to pay a significant portion or all of the Company’s then-outstanding debt obligations, which the Company may be unable to do.

Pension Plan

. The Company has a defined benefit pension plan for which accumulated benefits were frozen and future service credits were curtailed as of March 1, 2004. Under generally accepted accounting principles, the Company’s defined benefit pension plan was underfunded atoverfunded as of April 30, 20202022 by $5,014,000,$90,000, with $18,260,000$18,054,000 of assets and $23,274,000$17,964,000 of liabilities, and was underfunded atas of April 30, 20192021 by $6,401,000,$476,000, with $23,903,000$21,102,000 of assets and $30,304,000$21,578,000 of liabilities. The pension plan liabilities were determined using a weighted average discount interest rate of 2.29%3.97% per year atas of April 30, 20202022 and 3.54%2.48% per year atas of April 30, 2019,2021, which are based on the FTSE Pension Discount Curve as of such dates as it corresponds to the projected liability requirements of the pension plan. As of April 30, 2020,2022, for aeach 0.25% increase in the weighted average discount interest rate, the pension plan liabilities are forecasted to decrease by $68,700$337,000 and for aeach 0.25% decrease in the weighted average discount interest rate, the pension plan liabilities are forecasted to increase by $40,700.$350,000. As of April 30, 2020,2022, the effect of every 0.25% change in the investment rate of return on pension plan assets would increase or decrease the subsequent year’s pension expense by $42,500,$42,000, and the effect of every 0.25% change in the weighted average discount interest rate would increase or decrease the subsequent year’s pension expense by $42,500.

As noted in Item 1 of Part I of this annual report on Form 10-K, the Company retained its obligations under the Company’s defined benefit$7,000. The pension plan followingis subject to minimum IRS contribution requirements, but these requirements can be satisfied by the saleuse of the Company’s fulfillment services business.pension plan’s existing credit balance.  No cash contributions were required during 2022. The workforce reduction with respect to the Company in connection with the sale of the fulfillment services business resulted in the acceleration of the funding of $5,194,000 of accrued pension-related obligations to the Company’s defined benefit pension plan pursuant to ERISA and the regulations thereunder. The Company notified the Pension Benefit Guaranty Corporation of the sale of the fulfillment services business and, as permitted by ERISA, made an election to satisfy this accelerated funding obligation over a period of seven years beginning in fiscal year 2021. During 2020, the Company made voluntary contributions to the pension plan of $3,600,000, which eliminated any requirement$1,847,000 during 2021.

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

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(a)Percentage not meaningful.

Operating Activities. Net cash provided by operating activities for 2022 was higher than 2021 by $2,867,000 primarily due to further satisfy(i) an increase in the $5,194,000Company’s net income, accounts payable and accrued expenses and taxes payable and (ii) a decrease in the amount of accelerated accrued pension-related obligationsinvestment assets and pension costs, partially offset by (a) a decrease in the amount of deferred income taxes and (b) an increase in the amount of real estate inventory.

Investing Activities. Net cash used in investing activities for 2022 was higher than 2021 by $1,190,000 primarily due to the pension plan.acquisition of a 7,000 square foot office building in Rio Rancho from which the Company’s real estate business now operates.

The Company recognized a non-cash pre-tax pension settlement charge of $2,929,000Financing Activities. Net cash used in 2020,financing activities for 2022 was higher than 2021 by $18,056,000 primarily due to the Company’s defined benefit pension plan paying an aggregate of $7,280,000 in lump sum payouts of pension benefits to 309 former employees. There were no such charges in 2019.

Operating Activities

Real estate inventoryshare repurchase activity. Notes payable, net decreased from $57,773,000 at$3,448,000 as of April 30, 20192021 to $53,449,000 at$2,030,000 as of April 30, 2020. Inventory in the Company’s core real estate market of Rio Rancho decreased from $53,831,000 at April 30, 2019 to $49,507,000 at April 30, 2020,2022, primarily due to real estaterepayments made on outstanding borrowings partially offset by additional borrowings to fund land sales, which were offsetacquisitions and land development activities. Refer to Note 6 to the consolidated financial statements contained in partthis annual report on Form 10-K for detail regarding each of the Company’s notes payable. Refer to Note 15 to the consolidated financial statements contained in this annual report on Form 10-K for detail regarding the Company’s share repurchase activity. The Company does not expect the Company’s share repurchase activity to be indicative of its future activity in this area.

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

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Land inventory in New Mexico increased from April 30, 2021 to April 30, 2022 by an increase in$9,456,000 primarily due to increased land development activity and the acquisition of property. The balance of real estateland. Homebuilding finished inventory primarily consisted of properties in Colorado.

Investment assets increased from $17,227,000 at April 30, 20192021 to $18,644,000 at April 30, 2020,2022 by $718,000 primarily due to capitalizationthe completion of costs related to the construction of a single tenant retail building offsetmodel homes and homes not yet sold. Homebuilding construction in partprocess increased from April 30, 2021 to April 30, 2022 by the sale of investment land and depreciation. Investment assets include (i) investment land, which represents vacant, undeveloped land$2,027,000 due to increased homebuilding activity.

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Land held for development orlong-term investment represents property located in areas that are not planned to be developed in the near term and that has not been offered for sale in the normal course of business, (ii) an approximately 14,000 square foot, single tenant retail building under construction on an approximately 1.3 acrebusiness. In 2022, the Company sold 1,233.5 acres of undeveloped property in the Las Fuentes at Panorama Village subdivision in Rio Rancho,Sandoval County, New Mexico and (iii) two facilities located in Palm Coast, Florida that aggregate 204,000 square feet.

Other assets decreased from $6,475,000 atcategorized as land held for long-term investment. As of April 30, 2019 to $934,000 at2022 and April 30, 2020, primarily due to non-cash impairment charges of the remaining present value of expected lease payments under the 2 Commerce Lease Agreement and 11 Commerce Lease Agreement deemed to be consideration for the sale of the Company’s fulfillment services business. As described in Item 3 of Part I of this annual report on Form 10-K,2021, the Company is not receiving lease payments under the 2 Commerce Lease Agreementheld approximately 11,000 and 11 Commerce Lease Agreement.

Taxes receivable, net decreased from $283,000 at April 30, 2019 to $57,000 at April 30, 2020, primarily due to the receipt12,000 acres of a federal tax refund. Deferred income taxes, net increased from $4,536,000 at April 30, 2019 to $6,080,000 at April 30, 2020, primarily due to the addition of federal net operating loss carry forwards resulting in a deferred tax asset of $ 3,746,000.

Accounts payable and accrued expenses increased from $2,964,000 at April 30, 2019 to $3,125,000 at April 30, 2020, primarily due to an increase in land development activity in New Mexico.

The unfunded pension liability of the Company’s frozen defined benefit pension plan decreased from $6,401,000 at April 30, 2019 to $5,014,000 at April 30, 2020, primarily due to Company contributions to the pension plan and favorable investment results of plan assets during 2020. The Company recorded, net of tax, other comprehensive income of $564,000 in 2020 and other comprehensive income of $903,000 in 2019, reflecting the change in the unfunded pension liability in each year net of the related deferred tax and unrecognized prepaid pension amounts. The Company recognized a non-cash pre-tax pension settlement charge of $2,929,000Mexico classified as land held for 2020, due to the Company’s defined benefit pension plan paying an aggregate of $7,280,000 in lump sum payouts of pension benefits to 309 former employees.

Financing Activities

Notes payable, net increased from $1,319,000 at April 30, 2019 to $3,890,000 at April 30, 2020, primarily due to additional borrowings to fund land development activities and partially offset by repayments made on outstanding borrowings. Given below are descriptions of the Company’s outstanding financing arrangements:

LEDC and ASW made certain representations and warranties in connection with this loan and are 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 LEDC’s failure to make principal, interest or other payments when due; the failure of LEDC or ASW to observe or perform their respective covenants under the loan documentation; the representations and warranties of LEDC or ASW being false; the insolvency or bankruptcy of LEDC or ASW; and the failure of ASW to maintain a tangible net worth of at least $32 million. Upon the occurrence and during the continuance of an event of default, BOKF may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. LEDC incurred customary costs and expenses and paid certain fees to BOKF in connection with the loan.

MHEDC and ASW made certain representations and warranties in connection with this loan and are 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: MHEDC’s failure to make principal, interest or other payments when due; the failure of MHEDC or ASW to observe or perform their respective covenants under the loan documentation; the representations and warranties of MHEDC or ASW being false; the insolvency or bankruptcy of MHEDC or ASW; and the failure of ASW to maintain a tangible net worth of at least $29 million. Upon the occurrence and during the continuance of an event of default, SLFCU may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. MHEDC incurred certain customary costs and expenses and paid certain fees to SLFCU in connection with the loan.

LFV and ASW made certain representations and warranties in connection with this loan and are 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: LFV’s failure to make principal, interest or other payments when due; the failure of LFV or ASW to observe or perform their respective covenants under the loan documentation; the representations and warranties of LFV or ASW being false; the insolvency or bankruptcy of LFV or ASW; and the failure of LFV to complete construction of the single tenant retail building on the LFV Mortgaged Property by January 10, 2021. Upon the occurrence and during the continuance of an event of default, BOKF may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. LFV incurred certain customary costs and expenses and paid certain fees to BOKF in connection with the loan.

The Company 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: the Company’s failure to make principal, interest, tax or other payments when due; the failure of the Company to observe or perform its covenants under the loan documentation; the representations and warranties of the Company being false; the insolvency or bankruptcy of the Company; the default by the Company on any other loan with BOKF or another creditor; and the Company having an adverse change in financial condition or business operations. Upon the occurrence an event of default, BOKF may declare the outstanding principal amount and all other obligations under the loan immediately due and payable.

LF 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: LF’s failure to make principal or other payments when due; the failure of LF to observe or perform their covenants under the loan documentation; and the representations and warranties of LF being false. Upon the occurrence and during the continuance of an event of default, the outstanding principal amount and all other obligations under the loan may be declared immediately due and payable.

LF and ASW have made certain representations and warranties in connection with this loan and are 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: LF’s failure to make principal, interest or other payments when due; the failure of LF or ASW to observe or perform their respective covenants under the loan documentation; the representations and warranties of LF or ASW being false; the insolvency or bankruptcy of LF or ASW; and the failure of ASW to maintain a tangible net worth of at least $32 million. Upon the occurrence and during the continuance of an event of default, BOKF may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. LF incurred certain customary costs and expenses and paid certain fees to BOKF in connection with the loan.

Investing Activities

Capital expenditures were $9,000 for 2020 and $8,000 for 2019, primarily for upgrades related to technology in both years. The Company believes that it has adequate cash, bank financing and cash flows from operations to provide for anticipated capital expenditures and land development spending in fiscal year 2021.

Off-Balance Sheet Arrangements

long-term investment.

As of April 30, 2020,2021, buildings were comprised of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida. During 2022, the Company sold this warehouse and office facility. Depreciation associated with the buildings was $201,000 and $542,000 for 2022 and 2021.

Off-Balance Sheet Arrangements. As of April 30, 2022 and April 30, 2021, the Company did not have any off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K).

Recent Accounting Pronouncements

See. Refer to Note 1 to the consolidated financial statements includedcontained in this annual report on Form 10-K for a discussion of recently issued accounting pronouncements.

SEGMENT INFORMATION

The Company operates in one business segment: real estate.

IMPACT OF INFLATION

Operations of theThe Company’s real estate businessoperations can be impacted by inflation. Inflation can cause increases in the cost of land, materials, services, interest rates and labor. Unless such increased costs are recovered through increased sales prices or improved operating efficiencies, operating margins will decrease. A large partThe Company’s homebuilding segment as well as homebuilders that are customers of the Company’s real estate sales are to homebuilders wholand development business segment face their own inflationary concerns that rising housing costs, including interest costs, may substantially outpace increases in the incomes of potential purchasers and make it difficult for them to purchase a new home or sell an owned home. If this situation were to exist, the demand for homes produced by the Company’s homebuilding segment could decrease and the demand for the Company’s land by these homebuilder customers could decrease. In general,Although the rate of inflation has been historically low in recent years, interest rates have been atit has increased significantly in 2022 and the Company is currently experiencing historically low levels and other pricesignificant increases have been commensurate with the general rate of inflation in the Company’s markets,prices of labor and as a result the Company has not found the inflation risk to be a significant problem in its business. Despite low inflation, the Company’s real estate operations are experiencing price increasescertain materials as a result of recent tariffsthis increase as well as the COVID-19 pandemic and labor and material shortages.increased demand for new homes. Inflation may also increase the Company’s financing costs. In addition, higher mortgage interest rates affect the affordability of the Company’s homebuilding products to prospective homebuyers. While the Company attempts to pass on to its customers increases in costs through increased sales prices, market forces may limit the Company’s ability to do so. If the Company is unable to raise sales prices enough to compensate for higher costs, or if mortgage interest rates increase significantly, the Company’s revenues, gross margins and net income could be adversely affected.

OTHER

In November 2021, the Company entered into an employment agreement with Christopher V. Vitale. Mr. Vitale is the President and Chief Executive Officer of the Company. Pursuant to the employment agreement,