UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~FORM 10-Q~~

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

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~~July 31, ~~2020~~2021
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

620 West Germantown Pike, Suite 175,
Plymouth Meeting, PA 19462
~~19462~~
Former Name, Former Address ~~of Principal Executive Offices~~
~~Zip Code~~and Former Fiscal Year, if Changed Since Last Report

~~(610) 487-0905~~
~~Registrant’s Telephone Number, Including Area Code~~
~~Not Applicable~~
~~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~~

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 x⌧     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 x⌧    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 x☒
Smaller reporting company x☒
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 x
⌧
Number of Shares of Common Stock, par value $.10 per share, outstanding at ~~December 4, 2020~~September 9, 2021 – ~~7,323,370.~~7,336,370.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.1. Financial Statements
AMREP CORPORATION AND SUBSIDIARIES
~~Consolidated Balance Sheets~~
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)

ASSETS October 31,
2020 April 30,
2020
(Unaudited)
Cash and cash equivalents $ 15,692 $ 17,502
Real estate inventory 53,925 53,449
Investment assets, net 18,970 18,644
Other assets 1,544 934
Taxes receivable, net 57 57
Deferred income taxes, net 5,532 6,080
TOTAL ASSETS $ 95,720 $ 96,666

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable and accrued expenses $ 4,700 $ 3,125
Notes payable, net 5,803 3,890
Accrued pension costs 3,195 5,014
TOTAL LIABILITIES 13,698 12,029

SHAREHOLDERS’ EQUITY:
Common stock, $.10 par value; shares authorized – 20,000,000;
shares issued – 7,692,102 at October 31, 2020 and 8,358,154 at April 30, 2020 768 836
Capital contributed in excess of par value 47,216 51,334
Retained earnings 44,540 43,149
Accumulated other comprehensive loss, net (6,287 ) (6,467 )
Treasury stock, at cost – 225,250 shares at October 31, 2020 and April 30, 2020 (4,215 ) (4,215 )
TOTAL SHAREHOLDERS’ EQUITY 82,022 84,637
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 95,720 $ 96,666

July 31,

April 30,

2021

2021


(Unaudited)


ASSETS




Cash and cash equivalents

$
23,274

$
24,801
Real estate inventory

61,298

55,589
Investment assets, net

13,479

13,582
Other assets

791

645
Deferred income taxes, net

2,261

2,749
TOTAL ASSETS

$
101,103

$
97,366

LIABILITIES AND SHAREHOLDERS’ EQUITY




Liabilities:




Accounts payable and accrued expenses

$
3,700

$
4,458
Notes payable, net

6,377

3,448
Taxes payable, net

29

95
Accrued pension costs

255

476
TOTAL LIABILITIES

10,361

8,477

Shareholders’ Equity:




Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 7,336,370 at July 31, 2021 and 7,323,370 at April 30, 2021

731

730
Capital contributed in excess of par value

45,221

45,072
Retained earnings

49,347

47,710
Accumulated other comprehensive loss, net

(4,557)

(4,623)
TOTAL SHAREHOLDERS’ EQUITY

90,742

88,889
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$
101,103

$
97,366

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

Table of Contents

AMREP CORPORATION AND SUBSIDIARIES
~~Consolidated Statements of Operations (Unaudited)~~
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months ~~Ended October~~ended July 31, ~~2020~~2021 and ~~2019~~2020
(Amounts in thousands, except per share amounts)

2020 2019
REVENUES:
Land sale revenues $ 8,526 $ 3,266
Home sale revenues 202 -
Rental revenues 152 341
Other 376 353
Total Revenues 9,256 3,960
COSTS AND EXPENSES:
Land sale cost of revenues 6,430 2,771
Home sale cost of revenues 174 -
General and administrative expenses 1,523 4,121
Operating expenses 8,127 6,892
Operating income (loss) 1,129 (2,932 )
Interest (expense) income, net (12 ) 141
Income (loss) from operations before income taxes 1,117 (2,791 )
Provision (benefit) for income taxes 319 (622 )
Net income (loss) $ 798 $ (2,169 )

Basic and diluted earnings (loss) per share $ 0.10 $ (0.27 )

Weighted average number of common shares outstanding – basic 8,122 8,129

Weighted average number of common shares outstanding – diluted 8,152 8,129

Three Months ended July 31,


2021

2020
REVENUES:




Land sale revenues

$
7,190

$
3,487
Home sale revenues

2,411

0
Other revenues

906

719
Total revenues

10,507

4,206

COSTS AND EXPENSES:



Land sale cost of revenues

5,610

2,679
Home sale cost of revenues

1,914

0
General and administrative expenses

1,188

1,444
Total costs and expenses

8,712

4,123
Operating income

1,795

83

Interest income, net

1

6
Other income

230

650
Income before income taxes

2,026

739

Provision for income taxes

389

146
Net income

$
1,637

$
593

Basic earnings per share

$
0.22

$
0.07
Diluted earnings per share

$
0.22

$
0.07
Weighted average number of common shares outstanding – basic

7,346

8,151
Weighted average number of common shares outstanding – diluted

7,373

8,182

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

Table of Contents

AMREP CORPORATION AND SUBSIDIARIES
~~Consolidated Statements of Comprehensive Income (Loss) (Unaudited)~~
~~Three and Six Months Ended October 31, 2020 and 2019~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
(Amounts in thousands)

Three Months ended
October 31,
2020 2019

Net income (loss) $ 798 $ (2,169 )
Other comprehensive income, net of tax:
Pension settlement, net of tax ($880 in 2019) - 2,049
Decrease in pension liability, net of tax ($42 in 2020 and $43 in 2019) 90 98
Other comprehensive income 90 2,147
Total comprehensive income (loss) $ 888 $ (22 )

Capital

Accumulated

Treasury

Contributed

Other

Stock,

Common Stock

in Excess of

Retained

Comprehensive

at


Shares

Amount

Par Value

Earnings

Loss

Cost

Total
Balance, May 1, 2021

7,323

$
730

$
45,072

$
47,710

$
(4,623)

$
0

$
88,889
Issuance of restricted common stock

13

1

149

0

0

0

150
Net income

0

0

0

1,637

0

0

1,637
Other comprehensive income

0

0

0

0

66

0

66
Balance, July 31, 2021

7,336

$
731

$
45,221

$
49,347

$
(4,557)

$
0

$
90,742

��

Balance, May 1, 2020

8,358

$
836

$
51,334

$
43,149

$
(6,467)

$
(4,215)

$
84,637
Issuance of restricted common stock

9

1

41

0

0

0

42
Net income

0

0

0

593

0

0

593
Other comprehensive income

0

0

0

0

90

0

90
Balance, July 31, 2020

8,367

$
837

$
51,375

$
43,742

$
(6,377)

$
(4,215)

$
85,362
Six Months ended
October 31,
2020 2019

Net income (loss) $ 1,391 $ (2,365 )
Other comprehensive income, net of tax:
Pension settlement, net of tax ($880 in 2019) - 2,049
Decrease in pension liability, net of tax ($84 in 2020 and $110 in 2019) 180 252
Other comprehensive income 180 2,301
Total comprehensive income (loss) $ 1,571 $ (64 )

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

Table of Contents

AMREP CORPORATION AND SUBSIDIARIES
~~Consolidated Statements of Shareholders’ Equity (Unaudited)~~
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months ~~Ended October~~ended July 31, ~~2020~~2021 and ~~2019~~2020
(Amounts in thousands)

Common Stock
Capital
Contributed
in Excess of Retained Accumulated
Other
Comprehensive Treasury
Stock,
at
Shares Amount Par Value Earnings Loss Cost Total
Balance, August 1, 2020 8,367 $ 837 $ 51,375 $ 43,742 $ (6,377 ) $ (4,215 ) $ 85,362
Issuance of common stock settled from deferred common share units 12 - - - - - -
Repurchase of common stock (687 ) (69 ) (4,159 ) - - - (4,228 )
Net income - - - 798 - - 798
Other comprehensive income - - - - 90 - 90
Balance, October 31, 2020 7,692 $ 768 $ 47,216 $ 44,540 $ (6,287 ) $ (4,215 ) $ 82,022

Balance, August 1, 2019 8,362 $ 836 $ 51,261 $ 48,856 $ (6,877 ) $ (4,215 ) $ 89,861
Net loss - - - (2,169 ) - - (2,169 )
Other comprehensive income - - - - 2,147 - 2,147
Balance, October 31, 2019 8,362 $ 836 $ 51,261 $ 46,687 $ (4,730 ) $ (4,215 ) $ 89,839

Three Months ended July 31,


2021

2020
CASH FLOWS FROM OPERATING ACTIVITIES:




Net income

$
1,637

$
593
Adjustments to reconcile net income to net cash provided by operating activities:




Depreciation

104

129
Amortization of debt issuance costs

34

3
Non-cash credits and charges:




Stock-based compensation

16

40
Deferred income tax provision

456

187
Net periodic pension cost

(123)

87
Gain on debt forgiveness

(45)

—
Changes in assets and liabilities:




Real estate inventory and investment assets

(5,709)

(4,050)
Other assets

(12)

(29)
Accounts payable and accrued expenses

(758)

980
Taxes payable

(66)

—
Net cash used in operating activities

(4,466)

(2,060)

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

(1)

(3)
Net cash used in investing activities

(1)

(3)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from debt financing

6,857

2,293
Principal debt payments

(3,867)

(637)
Payments for debt issuance costs

(50)

(27)
Net cash provided by financing activities

2,940

1,629

Decrease in cash and cash equivalents

(1,527)

(434)
Cash and cash equivalents, beginning of year

24,801

17,502
Cash and cash equivalents, end of year

$
23,274

$
17,068

SUPPLEMENTAL CASH FLOW INFORMATION:




Income taxes refunded, net

$
(3)

$
—
Interest paid

$
40

$
30
Right-of-use assets obtained in exchange for operating lease liabilities

$
24

$
26

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

Table of Contents

AMREP CORPORATION AND SUBSIDIARIES
~~Consolidated Statements of Shareholders’ Equity (Unaudited)~~
~~Six Months Ended October 31, 2020 and 2019~~
~~(Amounts in thousands)~~
Common Stock Capital
Contributed
in Excess of Retained Accumulated
Other
Comprehensive Treasury
Stock,
at
Shares Amount Par Value Earnings Loss Cost Total
Balance, May 1, 2020 8,358 $ 836 $ 51,334 $ 43,149 $ (6,467 ) $ (4,215 ) $ 84,637
Issuance of restricted common stock 9 1 41 - - - 42
Issuance of common stock settled from deferred common share units 12 - - - - - -
Repurchase of common stock (687 ) (69 ) (4,159 ) - - - (4,228 )
Net income - - - 1,391 - - 1,391
Other comprehensive income - - - - 180 - 180
Balance, October 31, 2020 7,692 $ 768 $ 47,216 $ 44,540 $ (6,287 ) $ (4,215 ) $ 82,022

Balance, May 1, 2019 8,353 $ 835 $ 51,205 $ 49,052 $ (7,031 ) $ (4,215 ) $ 89,846
Issuance of restricted common stock 9 1 56 - - - 57
Net loss - - - (2,365 ) - - (2,365 )
Other comprehensive income - - - - 2,301 - 2,301
Balance, October 31, 2019 8,362 $ 836 $ 51,261 $ 46,687 $ (4,730 ) $ (4,215 ) $ 89,839
~~The accompanying notes to consolidated financial statements are an~~
~~integral part of these consolidated financial statements.~~

~~AMREP CORPORATION AND SUBSIDIARIES~~
~~Consolidated Statements of Cash Flows (Unaudited)~~
~~Six Months Ended October 31, 2020 and 2019~~
~~(Amounts in thousands)~~
2020 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 1,391 $ (2,365 )
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation 270 289
Amortization of debt issuance costs 30 56
Non-cash credits and charges:
Interest earned on deferred purchase price - (160 )
Stock-based compensation 42 107
Deferred income tax provision (benefit) 548 (756 )
Net periodic pension cost 208 279
Pension settlement - 2,929
Deferred Rent - 110
Changes in assets and liabilities:
Real estate inventory and investment assets (1,065 ) 3,526
Other assets (614 ) (469 )
Accounts payable and accrued expenses 1,575 (466 )
Accrued pension costs (1,847 ) (3,600 )
Total adjustments (853 ) 1,845
Net cash provided by (used in) operating activities 538 (520 )
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3 ) (26 )
Net cash used in investing activities (3 ) (26 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing 5,415 583
Principal debt payments (3,475 ) (1,385 )
Payments for debt issuance costs (57 ) -
Repurchase of common stock (4,228 ) -
Net cash used in financing activities (2,345 ) (802 )

Decrease in cash, cash equivalents and restricted cash (1,810 ) (1,348 )
Cash, cash equivalents and restricted cash, beginning of period 17,502 14,236
Cash, cash equivalents and restricted cash, end of period $ 15,692 $ 12,888

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid $ 52 $ 4
Right-of-use assets obtained in exchange for operating lease liabilities $ - $ 198
~~The accompanying notes to consolidated financial statements are an~~
~~integral part of these consolidated financial statements.~~

~~AMREP CORPORATION AND SUBSIDIARIES~~
Notes to Consolidated Financial Statements (Unaudited)
Three ~~and Six~~ Months Ended ~~October~~July 31, ~~2020~~2021 and ~~2019~~
2020
(1)           SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES
The accompanying unaudited 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.~~sales or activities outside the United States. All references to the Company in this quarterly report on Form 10-Q include the Registrant and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
In the opinion of management, these unaudited consolidated financial statements include all adjustments, which are of a normal recurring nature, considered necessary to reflect a fair presentation 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 ~~2021~~2022 and ~~2020~~2021 are to the fiscal years ending April 30, ~~2021~~2022 and ~~2020 and all references to the second quarter and first six months of 2021 and 2020 mean the fiscal three month and six month periods ended October 31, 2020 and 2019.~~2021.
The unaudited 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, ~~2020,~~2021, which was filed with the SEC on July 27, ~~2020~~2021 (the ~~“2020~~“2021 Form 10-K”). Certain ~~2020~~2021 balances in these financial statements have been reclassified to conform to the current year presentation with no effect on net ~~loss~~income or shareholders’ equity.
Summary of Significant Accounting Policies
The significant accounting policies used in preparing these consolidated financial statements are consistent with the accounting policies described in the ~~2020~~2021 Form 10-K, except for those adopted as described below.
~~Revenue Recognition~~
· ~~Home sale revenues: The Company accounts for revenue from home sales in accordance with Accounting Standards Codification (“ASC”) 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606).~~ Revenues and cost of revenues from home sales are recognized at the time each home is delivered and title and possession are transferred to the buyer. Generally, the Company’s performance obligation to deliver a home is satisfied in less than one year from the date a binding sale agreement is signed. In general, the Company’s performance obligation for each of the home sales is fulfilled upon the delivery of the completed home, which generally coincides with the receipt of cash consideration from the counterparty. If the Company’s performance obligations are not complete upon the home closing, the Company defers a portion of the home sale revenues related to the outstanding obligations and subsequently recognizes that revenue upon completion of such obligations. As of October 31, 2020, the home sale revenues and related costs the Company deferred related to these obligations were immaterial.
· ~~Forfeited customer deposits~~: Forfeited customer deposits for homes are recognized in “Home sale revenues” in the period in which the Company determines that the customer will not complete the purchase of the home and the Company has the right to retain the deposit.
· ~~Sales incentives~~: In order to promote sales of homes, the Company may offer home buyers sales incentives. These incentives vary by type and amount on a community-by-community and home-by-home basis. Incentives are reflected as a reduction in home sale revenues.

· ~~Home sale cost of revenues~~. Home construction and related costs are capitalized as incurred within real estate inventory under the specific identification method on the consolidated balance sheet and are charged to home sale cost of revenues on the consolidated statement of operations when the related home is sold.
~~Recently Adopted~~New Accounting Pronouncements
In ~~August 2018,~~December 2019, the Financial Accounting Standards Board ~~(the “FASB”)~~ issued Accounting Standards Update (“ASU”) ~~No. 2018-13,~~2019-12, ~~Fair Value Measurement: Disclosure Framework~~ – ~~Changes to the Disclosure Requirements for Fair Value Measurement~~. ASU 2018-13 eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements to improve the effectiveness of disclosures in the notes to financial statements. ASU 2018-13 was effective for the Company on May 1, 2020. The adoption of ASU 2018-13 by the Company did not have a material effect on its consolidated financial statements.
~~In August 2018, the FASB issued ASU No. 2018-14,~~ ~~Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.~~ ASU 2018-14 removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant for companies with defined benefit retirement plans. ASU 2018-14 ~~was effective for the Company on May 1, 2020. The adoption of ASU 2018-14 by the Company did not have a material effect on its consolidated financial statements.~~
~~In December 2019, the FASB issued ASU No. 2019-12,~~ Income Taxes – Simplifying the Accounting for Income Taxes, which removes certain exceptions for companies related to tax allocations and simplifies when companies recognize deferred tax liabilities in an interim period. ASU 2019-12 ~~will be~~was effective for the Company’s fiscal year beginning May 1, 2021. The adoption of ASU 2019-12 by the Company ~~is currently evaluating the impact that this ASU will~~did not have any effect on ~~the Company’s~~its consolidated financial statements.
There are no other new accounting standards or updates to be adopted that the Company currently believes might have a significant impact on its consolidated financial statements.

(2)         ~~RESTRICTED CASH~~
The following provides a reconciliation of the Company’s cash, cash equivalents and restricted cash as reported in the consolidated statement of cash flows for the six months ended October 31, 2019:
October 31, April 30,
2019 2019
(in thousands)
Cash and cash equivalents $ 12,583 $ 13,267
Restricted cash 305 969
Total cash, cash equivalents and restricted cash $ 12,888 $ 14,236
~~There was no restricted cash at October 31, 2020 and April 30, 2020.~~

~~(3)~~       REAL ESTATE INVENTORY
Real estate inventory consists ~~of:~~of (in thousands):

July 31,

April 30,


2021

2021
Land held for development or sale in New Mexico

$
55,640

$
49,918
Land held for development or sale in Colorado

3,997

3,975
Homebuilding finished inventory

214

417
Homebuilding construction in process

1,447

1,279

$
61,298

$
55,589

October 31, April 30,
2020 2020
(in thousands)
Land held for development $ 52,771 $ 53,405
Construction in process 1,154 44
$ 53,925 $ 53,449

~~Land held for development represents property located in areas that are planned to be developed in the near term. As~~Table of October 31, 2020 and April 30, 2020, the Company held approximately 6,000 acres of land in New Mexico classified as land held for development. Construction in process relates to construction costs for residential homes being built and offered for sale by the homebuilding business segment.Contents

~~(4)~~ (3)INVESTMENT ASSETS, NET
Investment assets, net consist ~~of:~~of (in thousands):

October 31, April 30,
2020 2020
(in thousands)


July 31,

April 30,

2021

2021
Land held for long-term investment $ 9,775 $ 9,751

$
9,775

$
9,775
Construction in process - 2,320
Buildings 15,993 13,096

10,003

10,003
Less accumulated depreciation (6,798 ) (6,523 )

(6,299)

(6,196)
Buildings, net 9,195 6,573

3,704

3,807
$ 18,970 $ 18,644

$
13,479

$
13,582

Land held for long-term investment represents property located in areas that are not planned to be developed in the near term and thus has not been offered for sale. As of October 31, 2020 and April 30, 2020, the Company held approximately 12,000 acres of land in New Mexico classified as land held for long-term investment.
Buildings are comprised of 204,000 square feet of warehouse and office buildings in Palm Coast, Florida and a 14,000 square foot retail building in the Las Fuentes at Panorama Village subdivision in Rio Rancho, New Mexico. Depreciation associated with the buildings was ~~$262,000~~$103,000 and ~~$279,000 for the six months ended October 31, 2020 and October 31, 2019 and $140,000 and $157,000~~$105,000 for the three months ended ~~October~~July 31, ~~2020~~2021 and ~~October 31, 2019. Construction in process relates to the construction costs of such retail building, which was completed during the three months ended October~~July 31, 2020.

~~(5)~~       (4)          OTHER ASSETS
Other assets consist ~~of:~~of (in thousands):

October 31, April 30,
2020 2020
(in thousands)


July 31,

April 30,

2021

2021
Prepaid expenses $ 931 $ 464

$
501

$
324
Receivables 281 156

30

37
Right-of-use assets associated with leases of office facilities 133 109

60

84
Other assets 170 170

172

172
Property and equipment 219 217

222

222
Less accumulated depreciation 190 182

(194)

(194)
Property and equipment, net 29 35

28

28
$ 1,544 $ 934

$
791

$
645

~~Prepaid expenses~~ as of October 31, 2020 primarily consist of prepaid insurance, stock compensation, prepayments for office rent, in-process prepayments of amounts due under the public improvement district and security deposits for the buildings in Palm Coast, Florida. Prepaid expenses as of ~~October~~July 31, ~~2019~~2021 primarily consist of ~~prepaid insurance~~stock compensation and ~~stock compensation.~~
prepayments for a public improvement district. Amortized lease cost for right-of-use assets associated with the leases of office facilities was $24,000 and $26,000 for three months ended July 31, 2021 and July 31, 2020. Depreciation expense associated with property and equipment was ~~$8,000~~less than $1,000 and ~~$9,000~~$7,000 for ~~the six months ended October 31, 2020 and October 31, 2019 and $2,000 and $5,000 for the~~ three months ended ~~October~~July 31, ~~2020~~2021 and ~~October~~July 31, ~~2019.~~2020.

~~(6)~~       (5)          ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist ~~of:~~of (in thousands):

October 31, April 30,
2020 2020
(in thousands)


July 31,

April 30,

2021

2021
Real estate operations

Accrued expenses $ 884 $ 518

$
536

$
658
Trade payables 1,087 1,146

1,100

1,377
Real estate customer deposits 1,795 1,117

1,595

1,769
Other 60 -
3,826 2,781

3,231

3,804
Corporate operations 875 344

469

654
$ 4,700 $ 3,125

$
3,700

$
4,458

Table of Contents

~~(7)~~       (6)          NOTES PAYABLE
Notes payable, net consist ~~of:~~of (in thousands):

October 31, April 30,
2020 2020
(in thousands)


July 31,

April 30,

2021

2021
Real estate notes payable $ 5,834 $ 3,894

$
6,427

$
3,482
Unamortized debt issuance costs (31 ) (4 )

(50)

(34)
$ 5,803 $ 3,890

$
6,377

$
3,448

~~Refer to Notes 8~~The following tables present information on the Company’s notes payable in effect during the three months ended July 31, 2021 (dollars in thousands):


Principal Amount






Available for

Outstanding

Principal

Borrowing

Principal Amount

Repayments

July 31,

July 31,

April 30,

Three Months ended
Loan Identifier

2021

2021

2021

July 31, 2021
Revolving Line of Credit

$
4,000

$
0

$
0

$
0
Lomas Encantadas U2B P3

0

0

410

1,770
Hawk Site U37

1,462

0

0

0
Hawk Site U23 U40

2,670

30

30

0
Lavender Fields – acquisition

0

0

1,749

1,703
Lavender Fields – development

2,194

899

1,293

394
La Mirada

1,877

5,498

0

0

$
6,427

$
3,482






Capitalized Interest

Mortgaged Property

and Fees

Interest Rate

Book Value

Three Months ended
Loan Identifier

July 31, 2021

July 31, 2021

July 31, 2021
Revolving Line of Credit

3.75
%
$
1,690

$
0
Lomas Encantadas U2B P3

3.75
%

3,363

10
Hawk Site U37

4.50
%

2,982

0
Hawk Site U23 U40

3.75
%

3,956

30
Lavender Fields – development

3.75
%

6,530

11
La Mirada

3.75
%

7,835

22

As of July 31, 2021, the Company and ~~17 to the consolidated financial statements contained in the 2020 Form 10-K for additional detail about~~ each of ~~the following outstanding financing facilities that~~its subsidiaries were ~~entered into prior to May 1, 2020.~~

· ~~Lomas Encantadas Subdivision~~.
o In June 2019, BOKF, NA dba Bank of Albuquerque (“BOKF”) provided a non-revolving line of credit to Lomas Encantadas Development Company LLC (“LEDC”), a subsidiary of the Company. The initial available principal amount of the loan was $2,475,000. The outstanding principal amount of the loan was $105,000 as of October 31, 2020. LEDC made principal repayments of $1,538,000 during the six months ended October 31, 2020 and $675,000 during the year ended April 30, 2020. The interest rate on the loan at October 31, 2020 was 3.14%. The Company capitalized interest and fees related to this loan of $16,000 and $2,000 for the six months ended October 31, 2020 and October 31, 2019 and $4,000 and $2,000 for the three months ended October 31, 2020 and October 31, 2019. The total book value of the property mortgaged pursuant to this loan was $3,049,000 as of October 31, 2020. At October 31, 2020, LEDC was in compliance with the financial covenants contained within the loan documentation.
o In September 2020, LEDC entered into a Development Loan Agreement with BOKF. The Development Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory Note and is secured by a Mortgage, Security Agreement and Financing Statement, between LEDC and BOKF with respect to certain planned residential lots within the Lomas Encantadas subdivision located in Rio Rancho, New Mexico. Pursuant to a Guaranty Agreement entered into by AMREP Southwest Inc. (“ASW”), a subsidiary of the Company, in favor of BOKF, ASW guaranteed LEDC’s obligations under each of the above agreements.
§ ~~Initial Available Principal~~: Pursuant to the loan documentation, BOKF agrees to lend up to $2,400,000 to LEDC on a non-revolving line of credit basis to partially fund the development of certain planned residential lots within the Lomas Encantadas subdivision.
§ ~~Outstanding Principal Amount and Repayments~~: The outstanding principal amount of the loan was $26,500 as of October 31, 2020. LEDC made no principal repayments during the six months ended October 31, 2020. LEDC is required to make periodic principal repayments of borrowed funds not previously repaid as follows: $1,144,000 on or before December 22, 2022, $572,000 on or before March 22, 2023, $572,000 on or before June 22, 2023 and $112,000 on or before September 22, 2023. The outstanding principal amount of the loan may be prepaid at any time without penalty.
§ ~~Maturity Date: The loan is scheduled to mature in September 2023.~~
§ ~~Interest Rate~~: Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to the London Interbank Offered Rate for a thirty-day interest period plus a spread of 3.0%, adjusted monthly, subject to a minimum interest rate of 3.75%. The interest rate on the loan at October 31, 2020 was 3.75%.
§ ~~Lot Release Price: BOKF is required to release the lien of its mortgage on any lot upon LEDC making a principal payment of $44,000.~~
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 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. At October 31, 2020, LEDC was in compliance with the financial covenants contained in the loan ~~documentation. The total book value of~~documentation for the property mortgaged pursuant to this loan was $289,000 as of October 31, 2020. The Company’s capitalized interest and fees related to this loan were immaterial during the three and six months ended October 31, 2020.

· ~~Hawk Site Subdivision~~. In February 2020, Sandia Laboratory Federal Credit Union (“SLFCU”) provided a revolving line of credit to Mountain Hawk East Development Company LLC (“MHEDC”), a subsidiary of the Company. The initial available principal amount of the loan was $3,000,000, subject to certain limitations. The outstanding principal amount of the loan was $201,000 as of October 31, 2020. MHEDC made principal repayments of $1,935,000 during the six months ended October 31, 2020; MHEDC made no principal repayments during the year ended April 30, 2020. The interest rate on the loan at October 31, 2020 was 4.5%. The Company capitalized interest and fees related to this loan of $1,000 during each of the three and six months ended October 31, 2020. The total book value of the property mortgaged pursuant to this loan was $2,374,000 as of October 31, 2020. At October 31, 2020, MHEDC was in compliance with the financial covenants contained within the loan documentation.
· ~~Las Fuentes at Panorama Village Subdivision~~. In January 2020, BOKF provided a non-revolving line of credit to Las Fuentes Village II, LLC (“LFV”), a subsidiary of the Company. The initial available principal amount of the loan was $2,750,000. The outstanding principal amount of the loan was $2,514,000 as of October 31, 2020. LFV made no principal repayments during the six months ended October 31, 2020 or during the year ended April 30, 2020. The interest rate on the loan at October 31, 2020 was 3.06%. The Company capitalized interest and fees related to this loan of $1,000 and $18,650 during the three and six months ended October 31, 2020. The total book value of the property mortgaged pursuant to this loan was $2,884,000 as of October 31, 2020. At October 31, 2020, LFV was in compliance with the financial covenants contained within the loan documentation.
· ~~Meso AM Subdivision~~.
o ~~Acquisition Financing~~: The acquisition of the Meso AM subdivision in Bernalillo County, New Mexico in June 2020 by Lavender Fields, LLC (“LF”), a subsidiary of the Company, included $1,838,000 of deferred purchase price, of which $919,000 is payable without interest on or before June 2021 and $919,000 is payable without interest on or before June 2022. The total book value of the property mortgaged to secure payment of a note reflecting the deferred purchase price was $4,511,000 as of October 31, 2020. At October 31, 2020, LF was in compliance with the financial covenants contained within the loan documentation.
o ~~Development Financing~~. In June 2020, BOKF provided a non-revolving line of credit to LF. The initial available principal amount of the loan was $3,750,000. The outstanding principal amount of the loan was $852,000 as of October 31, 2020. LF made no principal repayments during the six months ended October 31, 2020. The interest rate on the loan at October 31, 2020 was 3.75%. The Company capitalized interest and fees related to this loan of $3,000 during each of the three and six months ended October 31, 2020. The total book value of the property mortgaged pursuant to this loan was $4,511,000 as of October 31, 2020. At October 31, 2020, LF was in compliance with the financial covenants contained within the loan documentation.
· ~~SBA Paycheck Protection Program~~. In April 2020, BOKF provided a loan to the Company pursuant to the Paycheck Protection Program administered by the U.S. Small Business Administration. The amount of the loan was $298,000. The outstanding principal amount of the loan was $298,000 as of October 31, 2020. The Company made no principal repayments during the six months ended October 31, 2020 or during the year ended April 30, 2020. The interest rate on the loan at October 31, 2020 was 1.0%. The Company did not capitalize any interest or fees related to this loan during the six months ended October 31, 2020. At October 31, 2020, the Company was in compliance with the financial covenants contained within the loan documentation. The loan provides that all or a portion of the principal balance may be forgiven if certain conditions are met.

then outstanding notes payable. Refer to ~~Note 8~~Notes 6 and 19 to the consolidated financial statements contained in the ~~2020~~2021 Form 10-K for additional detail about each of the above notes payable.
During the three months ended July 31, 2021, the outstanding principal amount of the note payable identified as “Lavender Fields – acquisition” was prepaid in full without penalty following ~~expired or terminated financing facilities:~~the parties agreeing to reduce the outstanding principal amount by $45,000, which was recognized as Other income.
· ~~Lomas Encantadas Subdivision~~. In fiscal year 2018, BOKF provided a non-revolving line of credit to LEDC. The initial available principal amount of the loan was $4,750,000. During the six months ended October 31, 2019, LEDC made principal repayments of $182,000 and the Company capitalized interest and fees related to this loan of $4,000. The loan was terminated in June 2019.
· ~~Hawk Site Subdivision~~. In 2019, Main Bank provided a non-revolving line of credit to Hawksite 27 Development Company, LLC (“HDC”), a subsidiary of the Company. The initial available principal amount of the loan was $1,800,000. During the six months ended October 31, 2019, HDC made principal repayments of $390,000 and the Company capitalized interest and fees related to this loan of $20,000. The loan was terminated in August 2019.
The following table summarizes the notes payable scheduled principal repayments subsequent to ~~October~~ July 31, ~~2020:~~2021 (in thousands):

Fiscal Year Scheduled Payments
(in thousands)

Scheduled Payments
2021 $ 3,532
2022 2,101

$
0
2023 201

929
2024

5,498
Thereafter

0
Total $ 5,834

$
6,427

Table of Contents

~~(8)~~       (7)          REVENUES
Land sale revenues. Substantially all of the land sale revenues were received from ~~four~~3 customers ~~during each of the three and six months ended October 31, 2020 and from three customers during each of the three and six months ended October 31, 2019.~~
~~Home sale revenues. Home sale revenues are from homes constructed and sold by the Company in the Albuquerque metropolitan area. All home sale revenues were received from one customer during~~for the three months ended ~~October~~July 31, 2021 and 4 customers for the three months ended July 31, 2020. There were 0 outstanding receivables from these customers as of July 31, 2021 or July 31, 2020.
~~Rental revenues~~. Rental revenues consist of rent received from tenants at the Company’s warehouse and office buildings in Palm Coast, Florida and at a retail building in the Las Fuentes at Panorama Village subdivision in Rio Rancho, New Mexico.

Other revenues. Other revenues consist ~~of:~~of (in thousands):

Three Months Ended
October 31, Six Months Ended
October 31,
2020 2019 2020 2019
(in thousands) (in thousands)
Oil & gas royalties $ 25 $ - $ 36 $ -


Three Months ended July 31,


2021

2020
Oil and gas royalties

$
135

$
11
Public improvement district reimbursements

309

175
Private infrastructure reimbursement covenants 245 140 378 231

52

133
Public improvement district reimbursements 69 26 244 26
Miscellaneous other revenue 37 187 87 231
$ 376 $ 353 $ 745 $ 488
Miscellaneous other revenues

410

400

$
906

$
719

Refer to Note 97 to the consolidated financial statements contained in the ~~2020~~2021 Form 10-K for additional detail about each category of Other revenues. Miscellaneous other ~~revenues.~~
The Company owns certain minerals and mineral rights in and under approximately 55,000 surface acres of land in Sandoval County, New Mexico. The lease to a third party with respect to such mineral rights expired in September 2020 and no drilling had commenced with respect to such mineral rights. The Company did not record any revenue in 2021 related to this lease.
~~Miscellaneous other revenue~~revenues for the three ~~and six~~ months ended ~~October~~July 31, 2021 primarily consist of rent received from a tenant at a building in Palm Coast, Florida, payments for impact fee credits, a non-refundable option payment and sale of equipment. Miscellaneous other revenues for the three months ended July 31, 2020 primarily consist of payments for impact fee credits and rent received from a ~~land condemnation. Miscellaneous other revenue for~~tenant at a building in Palm Coast, Florida.
Major customers: There were two customers with revenues in excess of 10% of the Company’s revenues during the three ~~and six~~ months ended ~~October~~July 31, ~~2019 primarily consist~~2021. The revenues for each such customer during the three months ended July 31, 2021 are as follows: $4,200,000 and $1,700,000, with each of ~~forfeited deposits~~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 July 31, 2020. The revenues for each such customer during the three months ended July 31, 2020 are as follows: $1,900,000, $1,000,000 and ~~non-refundable option payments.~~$433,000, with each of these revenues reported in the Company’s land development business segment.

~~(9)~~
(8)          GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expensesconsist of(in thousands):

Three Months Ended
October 31, Six Months Ended
October 31,
2020 2019 2020 2019
(in thousands) (in thousands)


Three Months ended July 31,

2021

2020
Land development $ 665 $ 602 $ 1,271 $ 1,274

$
584

$
718
Homebuilding 118 - 231 -

187

0
Corporate 740 3,519 1,465 4,413

417

726
$ 1,523 $ 4,121 $ 2,967 $ 5,687

$
1,188

$
1,444

~~Corporate general and administrative expenses~~ ~~included a non-cash pre-tax pension settlement charge of $2,929,000 in the three and six months ended October 31, 2019, due to the Company’s defined benefit pension~~
(9)          BENEFIT PLANS
Pension plan ~~paying an aggregate of $7,280,000 in lump sum payouts of pension benefits to former employees. No such settlement expense was incurred in the same periods of 2020.~~
~~(10)~~ ~~BENEFIT PLANS~~
~~Pension Plan~~
Refer to Note 11 to the consolidated financial statements contained in the ~~2020~~2021 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 deferred income tax effect. The Company ~~recognized~~recorded, net of tax, other comprehensive income of ~~$180,000 and $252,000 for the six months ended October 31, 2020 and October 31, 2019~~$66,000 and $90,000 ~~and $98,000 for~~during the three months ended ~~October~~July 31, 2021 and July 31, 2020 ~~and October 31, 2019 related~~ to ~~a decrease in~~account for the ~~Company’s~~net effect of changes to the unfunded portion of pension ~~liability, net of tax.~~liability. The Company funds the pension plan in compliance with IRS funding requirements. The Company ~~made voluntary~~did not make any contributions to the pension plan ~~of $1,847,000~~ during the three ~~and six~~ months ended ~~October~~July 31, ~~2020 and $3,600,000 during the three and six months ended October~~2021 or July 31, ~~2019.~~2020.

Table of Contents

Equity ~~Compensation Plan~~
compensation plan
Refer to Note 11 to the consolidated financial statements contained in the ~~2020~~2021 Form 10-K for detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “Equity Plan”). The ~~Company issued 9,000 shares of restricted common stock under the Equity Plan during each~~summary of the ~~six~~restricted share award activity during the three months ended ~~October~~July 31, 2021 and July 31, 2020 ~~and October 31, 2019. During~~presented below represents the ~~six months ended October 31, 2020 and October 31, 2019, 12,834~~maximum number of shares and 14,833 shares of restricted common stock previously issued under the Equity Plan vested. As of October 31, 2020 and October 31, 2019, 29,000 shares and 36,834 shares of restricted common stock previously issued under the Equity Plan had not vested. that could become vested after these dates:

Number of
Restricted share awards

Shares
Non-vested as of April 30, 2021
29,000
Granted during the three months ended July 31, 2021
13,000
Vested during the three months ended July 31, 2021
(20,500)
Forfeited during the three months ended July 31, 2021
0
Non-vested as of July 31, 2021
21,500

The Company recognized non-cash compensation expense related to the vesting of restricted shares of common stock net of forfeitures of ~~$7,000~~$16,000 and ~~$54,000 for the six months ended October 31, 2020 and October 31, 2019 and $25,000 and $30,000 for~~$18,000 during the three months ended ~~October~~July 31, 2021 and July 31, 2020. As of July 31, 2021 and July 31, 2020, ~~and October 31, 2019. As of October 31, 2020 and October 31, 2019,~~ there was ~~$73,000~~$167,000 and ~~$135,000~~$94,000 of unrecognized compensation expense related to restricted shares of common stock previously issued under the Equity Plan which had not vested as of those dates, which is expected to be recognized over the remaining vesting term not to exceed three years.
~~In connection with~~Director compensation non-cash expense, which is recognized for the ~~resignation of a director, the Company (i) issued 12,411 shares of common stock during the three months ended October 31, 2020 pursuant to an equivalent number~~expected annual grant of deferred common share units previously issued to such director and (ii) paid $20,000 to such director in lieu of issuance of deferred common share units earned for calendar year 2020. The Company recognized non-cash expense related to deferred common share units expected to be issued to non-employee members of the Company’s Board of Directors ~~of $35,000~~ratably over the director’s service in office during the calendar year, was $23,000 and ~~$53,000 for~~$22,000 during the ~~six~~three months ended ~~October~~July 31, 2021 and July 31, 2020. As of July 31, 2021 and July 31, 2020, there was $53,000 and ~~October 31, 2019 and $21,000 and $23,000~~$62,000 of accrued compensation expense related to the deferred stock units expected to be issued in December 2021.

(10) OTHER INCOME
Other income for the three months ended ~~October~~July 31, ~~2020~~2021 consisted of $185,000 received in connection with a bankruptcy of a warranty provider and ~~October 31, 2019.~~
~~(11)~~ ~~INTEREST (EXPENSE) INCOME, NET~~
~~Interest (expense) income, net consists of:~~
Three Months Ended
October 31, Six Months Ended
October 31,
2020 2019 2020 2019
(in thousands) (in thousands)
Interest income on savings $ 2 $ 43 $ 8 $ 102
Interest income on notes 1 2 1 3
Interest on deferred purchase price - 96 - 160
Interest expense (15 ) - (15 ) -
$ (12 ) $ 141 $ (6 ) $ 265
~~Refer to Note 2 to the consolidated financial statements contained in the 2020 Form 10-K for detail regarding the deferred purchase price~~$45,000 of debt forgiveness with respect to ~~a former business segment of~~ the ~~Company.~~
~~(12)~~ ~~OTHER INCOME~~
note payable identified as “Lavender Fields – acquisition” in Note 6. Other income for the three ~~and six~~ months ended ~~October~~July 31, 2020 ~~consist~~consisted of a settlement payment of $650,000 from a former business segment ~~of the Company.-Refer~~(refer to Note 23 to the consolidated financial statements contained in the ~~2020~~2021 Form 10-K for detail regarding the ~~former business segment~~settlement agreement).

Table of the Company. During the six months ended October 31, 2020, affiliates of the Company and affiliates of this former business segment entered into a settlement agreement pursuant to which, among other things, the Company received $650,000 as a settlement payment and $350,000 for rent with respect to properties in Palm Coast, Florida for the period May 2020 through August 2020.Contents

~~(13)~~ ~~STOCK REPURCHASES~~(11) INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS
In August 2020, the Company repurchased 11,847 shares of common stock of the Company at a price of $4.48 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.

In September 2020, the Board of Directors of the Company authorized the Company to purchase up to 1,000,000 shares of common stock of the Company from time to time pursuant to a share repurchase program, subject to the total expenditure for the purchase of shares under the share repurchase program not exceeding $5,000,000, exclusive of any fees, commissions and other expenses related to such repurchases. Under the share repurchase program, the Company may have repurchased its common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations. The Company’s repurchases may have been executed using open market purchases, unsolicited or solicited privately negotiated transactions or other transactions, and may have been effected pursuant to trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The share repurchase program did not obligate the Company to repurchase any specific number of shares and may have been suspended, modified or terminated at any time without prior notice. The share repurchase program did not contain a time limitation during which repurchases are permitted to occur. In October 2020, the Company repurchased 675,616 shares of common stock of the Company at a price of $6.18 per share in a privately negotiated transaction pursuant to the share repurchase program. 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.
~~(14)~~ ~~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, 2020 (a):
Revenues $ 8,989 $ 202 $ 65 $ 9,256

Net income (loss) $ 1,693 $ (66 ) $ (829 ) $ 798
Provision (benefit) for income taxes 313 (24 ) 30 319
Interest expense (income), net (b) 13 - (1 ) 12
Depreciation 8 - 124 132
EBITDA (c) $ 2,027 $ (90 ) $ (676 ) $ 1,261
Capital expenditures $ - $ 3 $ 0 $ 3

Three months ended October 31, 2019 (a):
Revenues $ 3,620 $ - $ 340 $ 3,960

Net income (loss) $ (352 ) $ - $ (1,817 ) $ (2,169 )
Provision (benefit) for income taxes (103 ) - (519 ) (622 )
Interest expense (income), net (b) (10 ) - (131 ) (141 )
Depreciation 4 - 157 161
EBITDA (c) $ (461 ) $ - $ (2,310 ) $ (2,771 )
Capital expenditures $ 5 $ - $ - $ 5

Six months ended October 31, 2020 (a):
Revenues $ 12,845 $ 202 $ 415 $ 13,462

Net income (loss) $ 2,399 $ (152 ) $ (856 ) $ 1,391
Provision (benefit) for income taxes 327 (51 ) 189 465
Interest expense (income), net (b) 11 - (5 ) 6
Depreciation 22 - 248 270
EBITDA (c) $ 2,759 $ (203 ) $ (424 ) $ 2,132
Capital expenditures $ - $ 3 $ - $ 3
Total assets as of October 31, 2020 $ 76,777 $ 1,494 $ 17,449 $ 95,720

Six months ended October 31, 2019 (a):
Revenues $ 8,045 $ - $ 682 $ 8,727

Net income (loss) $ (785 ) $ - $ (1,580 ) $ (2,365 )
Provision (benefit) for income taxes (226 ) - (530 ) (756 )
Interest expense (income), net (b) (14 ) - (251 ) (265 )
Depreciation 9 - 280 289
EBITDA (c) $ (1,016 ) $ - $ (2,081 ) $ (3,097 )
Capital expenditures $ 5 $ - $ - $ 5
Total assets as of October 31, 2019 $ 71,680 $ - $ 23,949 $ 95,629


Land






Development

Homebuilding

Corporate

Consolidated
Three months ended July 31, 2021 (a)








Revenues

$
8,461

$
1,950

$
96

$
10,507
Net income (loss)

1,807

178

(348)

1,637
Provision for income taxes

318

44

27

389
Interest income, net (b)

0

0

1

1
Depreciation

0

0

104

104
EBITDA (c)

$
2,125

$
222

$
(216)

$
2,131
Capital expenditures

$
0

$
1

$
0

$
1
Total assets as of July 31, 2021

$
86,590

$
2,566

$
11,947

$
101,103

Three months ended July 31, 2020 (a)








Revenues

$
3,856

$
0

$
350

$
4,206
Net income (loss)

706

(86)

(27)

593
Provision (benefit) for income taxes

14

(27)

159

146
Interest income, net (b)

2

0

4

6
Depreciation

5

0

124

129
EBITDA (c)

$
727

$
(113)

$
260

$
874
Capital expenditures

$
0

$
0

$
0

$
0
Total assets as of July 31, 2020

$
76,232

$
0

$
23,759

$
99,991
(a) Revenue and net income information ~~provided~~ for ~~each~~the land development business segment ~~may~~ include amounts classified as ~~rental~~home sale revenues, home sale cost of revenues and other revenues in the accompanying consolidated statements of operations. For example, revenues and cost of revenues in the land development business segment include an allocation of home sales revenues and home sales cost of revenues attributable to the market value of land transferred from the land development business segment to the homebuilding business segment. Revenue and net income information for the homebuilding business segment include amounts classified as other revenues in the accompanying consolidated statements of operations. Corporate is net of intercompany eliminations.
(b) Interest expense (income), net ~~includes~~excludes inter-segment interest expense (income) that is eliminated in consolidation.

(c) The Company uses EBITDA (which the Company defines as income (loss) before net interest ~~expense,~~income, income taxes, depreciation and amortization, and non-cash impairment charges) in addition to net income (loss) as a key measure of profit or loss for segment performance and evaluation purposes.
Prior to July 31, 2020, the Company operated in primarily one business segment: the real estate business.
~~(15)~~ ~~SUBSEQUENT EVENTS~~

~~In November 2020, the Company repurchased 143,482 shares~~

Table of ~~common stock~~Contents

Item 2. Management’s Discussion and Analysis of ~~the Company at a price~~Financial Condition and Results of $6.18 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 the Company’s share repurchase program.Operations
INTRODUCTION
~~In November 2020, the Company’s share repurchase program was terminated.~~
~~Item 2.~~ ~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~
~~INTRODUCTION~~
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. All references to the Company in this quarterly report on Form 10-Q include the Registrant and its subsidiaries. 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 information contained in this section should be read in conjunction with the 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, ~~2020,~~2021, which was filed with the Securities and Exchange Commission on July 27, ~~2020~~2021 (the ~~“2020~~“2021 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 ~~2021~~2022 and ~~2020~~2021 are to the fiscal years ending April 30, ~~2021~~2022 and ~~2020 and all references to the second quarter and first six months of 2021 and 2020 mean the fiscal three month and six month periods ended October 31, 2020 and 2019.~~
2021.
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 ~~2020~~2021 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 ~~2020~~2021 Form 10-K and in Note 1 ~~of the notes~~ to the consolidated financial statements included in this report on Form 10-Q. The preparation of those 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 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 ~~2020~~2021 Form 10-K. There have been no changes in these critical accounting policies.

The significant accounting policies of the Company are described in Note 1 to the consolidated financial statements contained in the 2020 Form 10-K and in Note 1 of the notes to the consolidated financial statements included in this report on Form 10-Q. 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 ~~2020~~2021 Form 10-K and in the notes to the consolidated financial statements included in this report on Form 10-Q. The Company did not adopt any accounting policy in the ~~six~~three months ended ~~October~~July 31, ~~2020~~2021 that had a material effect on its consolidated financial statements.
~~The Company adopted the following accounting policies effective May 1, 2020:~~
· ~~In August 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13,~~ ~~Fair Value Measurement: Disclosure Framework~~ – ~~Changes to the Disclosure Requirements for Fair Value Measurement~~. ASU 2018-13 eliminates certain disclosure requirements for fair value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements to improve the effectiveness of disclosures in the notes to financial statements. ASU 2018-13 was effective for the Company’s fiscal year beginning May 1, 2020. The adoption of ASU 2018-13 by the Company did not have a material effect on its consolidated financial statements.
· ~~In August 2018, the FASB issued ASU No. 2018-14,~~ ~~Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.~~ ASU 2018-14 removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant for companies with defined benefit retirement plans. ASU 2018-14 was effective for the Company’s fiscal year beginning May 1, 2020. The adoption of ASU 2018-14 by the Company did not have a material effect on its consolidated financial statements.
RESULTS OF OPERATIONS
For the three months ended ~~October~~July 31, ~~2020,~~2021, the Company ~~recorded~~had net income of ~~$798,000,~~$1,637,000, or ~~$0.10~~$0.22 per diluted share, compared to a net ~~loss~~income of ~~$2,169,000,~~$593,000, or ~~$0.27~~$0.07 per diluted share, for the three months ended ~~October~~July 31, ~~2019.~~ For the six months ended October 31, 2020, the Company recorded net income of $1,391,000, or $0.17 per share, compared to a net loss of $2,365,000, or $0.29 per share, for the six months ended October 31, 2019.2020.
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,
2020 2020 vs.
2019 2019 2020 2020 vs.
2019 2019

Three Months ended July 31,

% Increase


2021

2020

(Decrease)

Land sale revenues $ 8,526 161 % $ 3,266 $ 12,013 59 % $ 7,557

$
7,190

$
3,487

106
%
Home sale revenues 202 (a) - 202 (a) -

2,411

—

(a)

Rental revenues 152 (55 )% 341 502 (26 )% 682
Other revenue 376 7 % 353 745 53 % 488
Other revenues

906

719

26
%
Total revenues $ 9,256 134 % $ 3,960 $ 13,462 54 % $ 8,727

$
10,507

$
4,206

150
%

(a)
Percentage not meaningful.

Table of Contents

·●

Land sale revenues for the three ~~and six~~ months ended ~~October~~July 31, ~~2020~~2021 were higher than the ~~prior periods~~three months ended July 31, 2020 by ~~$5,260,000 and $4,456,000,~~$3,703,000 primarily due to increased demand for lots by builders. The Company’s land ~~sales in New Mexico~~sale revenues were as follows (dollars in thousands):

Three Months ended July 31, 2021

Three Months ended July 31, 2020


Acres Sold

Revenue

Revenue Per Acre¹

Acres Sold

Revenue

Revenue Per Acre¹
Developed













Residential

17.4

$
7,190

$
413

7.7

$
3,487

$
453
Commercial

—

—

—

—

—

—
Total Developed

17.4

$
7,190

$
413

7.7

3,487

453
Undeveloped

—

—

—

—

—

—
Total

17.4

$
7,190

$
413

7.7

$
3,487

$
453
¹ Revenues per acre may not calculate precisely due to the rounding of revenues to the nearest thousand dollars.

Three Months Ended October 31, 2020 Three Months Ended  October 31, 2019
Acres
Sold Revenue Revenue
Per Acre Acres
Sold Revenue Revenue
Per Acre
Developed
       Residential 17.4 $ 8,376 $ 481 8.1 $ 3,244 $ 400
       Commercial 0.4 134 335 - - -
Total Developed 17.8 8,510 478 8.1 3,244 400
Undeveloped 2.0 16 8 3.5 22 6
      Total 19.8 $ 8,526 $ 431 11.6 $ 3,266 $ 282
Six Months Ended October 31, 2020 Six Months Ended October 31, 2019
Acres
Sold Revenue Revenue
Per Acre Acres
Sold Revenue Revenue
Per Acre
Developed
       Residential 25.1 $ 11,863 $ 473 18.4 $ 7,534 $ 409
       Commercial 0.4 134 335 - - -
Total Developed 25.5 11,997 470 18.4 7,534 409
Undeveloped 2.0 16 8 3.6 23 6
      Total 27.5 $ 12,013 $ 437 22 $ 7,557 $ 344
The decrease in the average selling price per acre of developed residential land for the three months ended July 31, 2021 compared to the three months ended July 31, 2020 was primarily due to the location and mix of lots sold.
·● Home sale revenues for ~~each of~~ the three ~~and six~~ months ended ~~October~~July 31, ~~2020~~2021 were higher than the ~~prior periods~~three months ended July 31, 2020 by ~~$202,000~~$2,411,000 due to the Company completing its first home ~~sale~~sales to ~~a customer during the three months ended October~~customers after July 31, 2020. The Company closed on ~~one home~~8 homes during the three months ended ~~October~~July 31, ~~2020~~2021 at aan average selling price of ~~$202,000.~~$301,000. As of ~~October~~July 31, ~~2020,~~2021, the Company had ~~(a) a backlog of 11~~33 homes in production, including 21 homes under contract, ~~representing $2,311,000~~which homes under contract represented $5,934,000 of expected ~~sales revenue~~home sale revenues when closed, subject to customer cancellations and change ~~orders, and (b) 17 homes in production.~~orders. The Company’s homebuilding operations did not generate revenue during the three months ended July 31, 2020.
·● Rental revenues for the three and six months ended October 31, 2020 were lower than the prior periods by $189,000 and $180,000 due to a decrease in rent received from tenants at the Company’s warehouse and office buildings in Palm Coast, Florida offset by a new lease at a retail building in the Las Fuentes at Panorama Village subdivision in Rio Rancho, New Mexico.
· Other revenues for the three ~~and six~~ months ended ~~October~~July 31, ~~2020~~2021 were higher than the ~~prior periods~~three months ended July 31, 2020 by ~~$23,000 and $257,000.~~$187,000. Other revenues ~~consist of:~~consists of (in thousands):


Three Months ended July 31,


2021

2020
Oil and gas royalties

$
135

$
11
Public improvement district reimbursements

309

175
Private infrastructure reimbursement covenants

52

133
Miscellaneous other revenues

410

400

$
906

$
719
Three Months Ended
October 31, Six Months Ended
October 31,
2020 2019 2020 2019
(in thousands) (in thousands)
Oil & gas royalties $ 25 $ - $ 36 $ -
Private infrastructure reimbursement covenants 245 140 378 231
Public improvement district reimbursements 69 26 244 26
Miscellaneous other revenue 37 187 87 231
$ 376 $ 353 $ 745 $ 488

Refer to Note 7 to the consolidated financial statements contained in the 2021 Form 10-K for additional detail about each category of Other revenues. Miscellaneous o~~ther revenue~~other revenues for the three ~~and six~~ months ended ~~October~~July 31, 2021 primarily consist of rent received from a tenant at a building in Palm Coast, Florida, payments for impact fee credits, a non-refundable option payment and sale of equipment. Miscellaneous other revenues for the three months ended July 31, 2020 primarily consist of payments for impact fee credits and rent received from a ~~land condemnation. Miscellaneous other revenue for~~tenant at a building in Palm Coast, Florida.
As of July 31, 20201, the ~~three~~Company owns a 143,000 square foot warehouse and ~~six months ended October 31, 2019 primarily consist~~office facility located in Palm Coast, Florida, which was leased to a third party through August 2020 and a portion of ~~forfeited deposits~~which is leased to a third party after August 2020. The Company owned a 61,000 square foot warehouse and ~~non-refundable option payments.~~office facility located in Palm Coast, Florida in 2021, which was leased to a third party through August 2020 and which was sold in April 2021.
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,
2020 2020 vs. 2019 2019 2020 2020 vs. 2019 2019
Land sale costs $ 6,430 132 % $ 2,771 $ 9,109 42 % $ 6,426
Home sale costs $ 174 (a) - $ 174 (a) -


Three Months ended July 31,

% Increase


2021

2020

(Decrease)

Land sale cost of revenues

$
5,610

$
2,679

109
%
Home sale cost of revenues

1,914

—

(a)

(a) Percentage not meaningful.

Table of Contents

~~(a)~~●

~~Percentage not meaningful.~~

Land sale cost of revenues for the three ~~and six~~ months ended ~~October~~July 31, ~~2020~~2021 were higher than the ~~prior periods~~three months ended July 31, 2020 by ~~$3,659,000 and $2,683,000.~~$2,931,000. The average gross profit percentage on land sales in New Mexico before indirect costs was ~~25% and 24%~~22% for the three ~~and six~~ months ended ~~October~~July 31, ~~2020~~2021 compared to ~~15%~~23% for ~~each of~~ the three ~~and six~~ months ended ~~October~~July 31, ~~2019.~~2020. The gross profit percentage ~~increase~~decrease was ~~attributable~~primarily due to the ~~demand for~~location and mix of lots ~~by builders resulting in higher revenue per developed lot.~~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 average gross profits 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~~July 31, ~~2020~~2021 were higher than the ~~prior periods~~three months ended July 31, 2020 by ~~$174,000 for each period~~$1,914,000 due to the Company completing its first home ~~sale~~sales to ~~a customer during the three months ended October~~customers after July 31, 2020. Home sale gross ~~margins~~margin was ~~14%~~21% for ~~each of~~ the three ~~and six~~ months ended ~~October~~July 31, ~~2020.~~2021.

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

Three Months ended July 31,

% Increase

2021

2020

(Decrease)

Land development

$
584

$
718

(19)
%
Homebuilding

187

—

(a)

Corporate

417

726

(43)
%

$
1,188

$
1,444

(18)
%
(a) Percentage not meaningful.







Three Months Ended October 31, Six Months Ended October 31,
2020 2020 vs. 2019 2019 2020 2020 vs. 2019 2019
Land development $ 665 10 % $ 602 $ 1,271 <1% $ 1,274
Homebuilding $ 118 (a) $ - $ 231 (a) $ -
Corporate $ 740 (79 )% $ 3,519 $ 1,465 (67 )% $ 4,413

~~(a)~~● ~~Percentage not meaningful.~~
· Land development general and administrative expenses for the three months ended ~~October~~July 31, 2020 were higher than the prior three month period by $63,000, primarily due to homebuilding expenses transitioning to a new business segment offset by increased employee hiring, increased health care benefit costs and reduced professional fees. Land development general and administrative expenses for the six months ended October 31, 20202021 were lower than the ~~prior six month period~~three months ended July 31, 2020 by ~~$3,000.~~$134,000 primarily due to the allocation of certain common costs to the new homebuilding business segment. - 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~~July 31, ~~2020~~2021 were higher than the ~~prior periods~~three months ended July 31, 2020 by ~~$118,000 and $231,000,~~$187,000 due to homebuilding being a new business segment.
·● Corporate general and administrative expenses for the three ~~and six~~ months ended ~~October~~July 31, ~~2020~~2021 were lower than the ~~prior periods~~three months ended July 31, 2020 by ~~$2,779,000 and $2,948,000,~~$309,000 primarily due to a non-cash pre-tax pension settlement charge of $2,929,000 partially offset by the monthly pension accrual in the three and six months ended October 31, 2019 as a result of the Company’s defined benefit pension plan paying an aggregate of $7,280,000 in lump sum payoutsreduction of pension ~~benefits to former employees.~~benefit expenses.
Interest ~~(expense)~~ income, net decreased to ~~$(12,000) and $(6,000)~~$1,000 for the three ~~and six~~ months ended ~~October~~July 31, ~~2020~~2021 from ~~$141,000 and $265,000~~$6,000 for the three ~~and six~~ months ended ~~October~~July 31, ~~2019,~~2020, primarily due to ~~a reduction in~~lower interest rates on cash ~~balances~~balances.
Other income for the three months ended July 31, 2021 consisted of $185,000 received in connection with a bankruptcy of a warranty provider and ~~the elimination~~$45,000 of ~~the deferred purchase price and interest accrual related thereto~~debt forgiveness with respect to the ~~sale of the Company’s fulfillment services business (refer to~~note payable identified as “Lavender Fields – acquisition” in Note 26 to the consolidated financial statements ~~contained~~included in ~~the 2020~~this report on Form 10-K for detail regarding the non-cash impairment charge of the deferred purchase price related to the sale of the Company’s fulfillment services business), partially offset by a reduction in interest expense.
10-Q. Other income for the ~~six~~three months ended ~~October~~July 31, 2020 ~~consist~~consisted of a settlement payment of $650,000 from a former business segment ~~of the Company~~ (refer to Note 23 to the consolidated financial statements contained in the ~~2020~~2021 Form 10-K for detail regarding the settlement agreement).

The Company had a provision for income taxes of ~~$319,000 and $465,000~~ $389,000 for the three ~~and six~~ months ended ~~October~~July 31, ~~2020~~2021 compared to a ~~benefit~~provision for income taxes of ~~$622,000 and $756,000~~$146,000 for the three ~~and six~~ months ended ~~October~~July 31, ~~2019.~~ ~~This change is caused by~~ ~~the three and six months ended October 31, 2020 reporting income in both periods, compared to the three and six months ended October 31, 2019 reporting losses in both periods.~~
2020.
LIQUIDITY AND CAPITAL RESOURCES
~~The Company’s primary sources~~AMREP Corporation is a holding company that conducts substantially all of ~~funding for working capital requirements are~~its operations through subsidiaries. As a holding company, AMREP Corporation is dependent on its available cash ~~flow~~and on cash from ~~operations, bank financing for specific real estate projects~~subsidiaries to pay expenses and ~~existing cash balances.~~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 properties generally cannot

Table of Contents

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. 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 ~~2020~~2021 Form 10-K.

Operating Activities

The following presents information on the Company’s operating activities (dollars in thousands):

July 31,

April 30,

% Increase

2021

2021

(Decrease)

Real estate inventory

$
61,298

$
55,589

10
%
Investment assets, net

13,479

13,582

(1)
%
Other assets

791

645

23
%
Deferred income taxes, net

2,261

2,749

(18)
%
Accounts payable and accrued expenses

3,700

4,458

(17)
%
Taxes payable, net

29

95

(69)
%
Accrued pension costs

255

476

(46)
%







● Real estate inventory increased from April 30, 2021 to July 31, 2021 by $5,709,000. Real estate inventory consists of (in thousands):


July 31,

April 30,

% Increase

2021

2021

(Decrease)

Land inventory in New Mexico

$
55,640

$
49,918

11
%
Land inventory in Colorado

3,997

3,975

1
%
Homebuilding finished inventory

214

417

(49)
%
Homebuilding construction in process

1,447

1,279

13
%

$
61,298

$
55,589







Land inventory in New Mexico increased from ~~$53,449,000 at~~ April 30, ~~2020~~2021 to ~~$53,925,000 at October~~July 31, ~~2020,~~2021 by $5,722,000 primarily due to increased land development activity and the acquisition of ~~land~~ ~~and homebuilding construction, offset in part by real estate land sales. Investment assets, net increased~~land. Homebuilding finished inventory decreased from ~~$18,644,000 at~~ April 30, ~~2020~~2021 to ~~$18,970,000 at October~~July 31, ~~2020,~~2021 by $203,000 primarily due to ~~capitalization~~the sale of ~~costs related to~~homes offset by the completion of construction of ~~a single tenant retail building, offset~~certain homes. Homebuilding construction in ~~part by depreciation. Other assets~~process increased from ~~$934,000 at~~ April 30, ~~2020~~2021 to ~~$1,544,000 at October~~July 31, ~~2020, primarily~~2021 by $168,000 due to ~~an increase~~increased homebuilding activity.
● Investment assets, net decreased from April 30, 2021 to July 31, 2021 by $103,000. Investment assets, net consist of (in thousands):


July 31,

April 30,

% Increase

2021

2021

(Decrease)

Land held for long-term investment

$
9,775

$
9,775

—

Buildings

10,003

10,003

—

Less accumulated depreciation

(6,299)

(6,196)

(2)
%
Buildings, net

3,704

3,807

(3)
%

$
13,479

$
13,582







In August 2021, the Company acquired a 7,000 square foot office building in ~~prepaid expenses.~~
~~Accounts payable and accrued expenses increased~~Rio Rancho, New Mexico from $3,125,000 at April 30, 2020 to $4,700,000 at October 31, 2020, primarily due to an increase in builders’ deposits and land development activity in New Mexico. Accrued pension costs decreased from $5,014,000 at April 30, 2020 to $3,195,000 at October 31, 2020, primarily due to a voluntary contributionwhich its real estate business will operate.

Table of ~~$1,847,000 to the Company’s defined benefit pension plan.~~Contents

●

Other assets increased from April 30, 2021 to July 31, 2021 by $146,000 primarily due to an increase in prepaid stock compensation as a result of restricted stock grants awarded in July 2021.

●

Deferred income taxes, net decreased from April 30, 2021 to July 31, 2021 by $488,000 primarily due to a reduction in federal net operating loss carry forwards.

●

Accounts payable and accrued expenses decreased from April 30, 2021 to July 31, 2021 by $758,000 primarily due to payment of accounts payable and a reduction in customer deposits.

●

Taxes payable, net decreased from April 30, 2021 to July 31, 2021 by $66,000 in connection with finalization of the Company’s tax return filings.

●

Accrued pension costs of the Company’s frozen defined benefit pension plan (representing the Company’s unfunded pension liability) decreased from April 30, 2021 to July 31, 2021 by $221,000 primarily due to favorable investment results of plan assets. The Company recorded, net of tax, other comprehensive income of $66,000 for the three months ended July 31, 2021 and $90,000 for the three months ended July 31, 2020, reflecting the change in accrued pension costs during each period net of the related deferred tax and unrecognized prepaid pension amounts.

Financing Activities

Notes payable, net increased from ~~$3,890,000 at~~$3,448,000 as of April 30, ~~2020~~2021 to ~~$5,803,000 at~~ ~~October~~$6,377,000 as of July 31, ~~2020,~~2021, primarily due to additional borrowings to fund land acquisition and development activities partially offset by repayments made on outstanding borrowings.

Refer to Note 6 of the notes to the consolidated financial statements included in this report on Form 10-Q and Notes 86 and 1719 to the consolidated financial statements contained in the ~~2020~~2021 Form 10-K for additional detail about ~~each of the following outstanding financing facilities that~~notes payable.

Investing Activities

Capital expenditures were ~~entered into prior to May 1, 2020:~~

~~Lomas Encantadas Subdivision~~.

In June 2019, BOKF, NA dba Bank of Albuquerque (“BOKF”) provided a non-revolving line of credit to Lomas Encantadas Development Company LLC (“LEDC”), a subsidiary of the Company. The initial available principal amount of the loan was $2,475,000. The outstanding principal amount of the loan was $105,000 as of October 31, 2020. LEDC made principal repayments of $1,538,000 during the six months ended October 31, 2020 and $675,000 during the year ended April 30, 2020. The interest rate on the loan at October 31, 2020 was 3.14%. The Company capitalized interest and fees related to this loan of $16,000 and $2,000less than $1,000 for the six months ended October 31, 2020 and October 31, 2019 and $4,000 and $2,000 for the three months ended October 31, 2020 and October 31, 2019. The total book value of the property mortgaged pursuant to this loan was $3,049,000 as of October 31, 2020. At October 31, 2020, LEDC was in compliance with the financial covenants contained within the loan documentation.

In September 2020, LEDC entered into a Development Loan Agreement with BOKF. The Development Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory Note and is secured by a Mortgage, Security Agreement and Financing Statement, between LEDC and BOKF with respect to certain planned residential lots within the Lomas Encantadas subdivision located in Rio Rancho, New Mexico. Pursuant to a Guaranty Agreement entered into by AMREP Southwest Inc. (“ASW”), a subsidiary of the Company, in favor of BOKF, ASW guaranteed LEDC’s obligations under each of the above agreements.

~~Initial Available Principal~~: Pursuant to the loan documentation, BOKF agrees to lend up to $2,400,000 to LEDC on a non-revolving line of credit basis to partially fund the development of certain planned residential lots within the Lomas Encantadas subdivision.

~~Outstanding Principal Amount and Repayments~~: The outstanding principal amount of the loan was $26,500 as of October 31, 2020. LEDC made no principal repayments during the six months ended October 31, 2020. LEDC is required to make periodic principal repayments of borrowed funds not previously repaid as follows: $1,144,000 on or before December 22, 2022, $572,000 on or before March 22, 2023, $572,000 on or before June 22, 2023 and $112,000 on or before September 22, 2023. The outstanding principal amount of the loan may be prepaid at any time without penalty.

~~Maturity Date: The loan is scheduled to mature in September 2023.~~

~~Interest Rate~~: Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to the London Interbank Offered Rate for a thirty-day interest period plus a spread of 3.0%, adjusted monthly, subject to a minimum interest rate of 3.75%. The interest rate on the loan at October 31, 2020 was 3.75%.

~~Lot Release Price: BOKF is required to release the lien of its mortgage on any lot upon LEDC making a principal payment of $44,000.~~

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 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. At October 31, 2020, LEDC was in compliance with the financial covenants contained in the loan documentation. The total book value of the property mortgaged pursuant to this loan was $289,000 as of October 31, 2020. The Company’s capitalized interest and fees related to this loan were immaterial during the three ~~and six~~ months ended ~~October~~July 31, ~~2020.~~

~~Hawk Site Subdivision~~. In February 2020, Sandia Laboratory Federal Credit Union (“SLFCU”) provided a revolving line of credit to Mountain Hawk East Development Company LLC (“MHEDC”), a subsidiary of the Company. The initial available principal amount of the loan was $3,000,000, subject to certain limitations. The outstanding principal amount of the loan was $201,000 as of October 31, 2020. MHEDC made principal repayments of $1,935,000 during the six months ended October 31, 2020; MHEDC made no principal repayments during the year ended April 30, 2020. The interest rate on the loan at October 31, 2020 was 4.5%. The Company capitalized interest and fees related to this loan of $1,000 during each of the three and six months ended October 31, 2020. The total book value of the property mortgaged pursuant to this loan was $2,374,000 as of October 31, 2020. At October 31, 2020, MHEDC was in compliance with the financial covenants contained within the loan documentation.

~~Las Fuentes at Panorama Village Subdivision~~. In January 2020, BOKF provided a non-revolving line of credit to Las Fuentes Village II, LLC (“LFV”), a subsidiary of the Company. The initial available principal amount of the loan was $2,750,000. The outstanding principal amount of the loan was $2,514,000 as of October 31, 2020. LFV made no principal repayments during the six months ended October 31, 2020 or during the year ended April 30, 2020. The interest rate on the loan at October 31, 2020 was 3.06%. The Company capitalized interest and fees related to this loan of $1,000 and $19,000 during the three and six months ended October 31, 2020. The total book value of the property mortgaged pursuant to this loan was $2,884,000 as of October 31, 2020. At October 31, 2020, LFV was in compliance with the financial covenants contained within the loan documentation.

~~Meso AM Subdivision~~.

~~Acquisition Financing~~: The acquisition of the Meso AM subdivision in Bernalillo County, New Mexico in June 2020 by Lavender Fields, LLC (“LF”), a subsidiary of the Company, included $1,838,000 of deferred purchase price, of which $919,000 is payable without interest on or before June 2021 and $919,000 is payable without interest on or before June 2022. The total book value of the property mortgaged to secure payment of a note reflecting the deferred purchase price was $4,511,000 as of October 31, 2020. At October 31, 2020, LF was in compliance with the financial covenants contained within the loan documentation.

~~Development Financing~~. In June 2020, BOKF provided a non-revolving line of credit to LF. The initial available principal amount of the loan was $3,750,000. The outstanding principal amount of the loan was $852,000 as of October 31, 2020. LF made no principal repayments during the six months ended October 31, 2020. The interest rate on the loan at October 31, 2020 was 3.75%. The Company capitalized interest and fees related to this loan of $3,000 during each of the three and six months ended October 31, 2020. The total book value of the property mortgaged pursuant to this loan was $4,511,000 as of October 31, 2020. At October 31, 2020, LF was in compliance with the financial covenants contained within the loan documentation.

~~SBA Paycheck Protection Program~~. In April 2020, BOKF provided a loan to the Company pursuant to the Paycheck Protection Program administered by the U.S. Small Business Administration. The amount of the loan was $298,000. The outstanding principal amount of the loan was $298,000 as of October 31, 2020. The Company made no principal repayments during the six months ended October 31, 2020 or during the year ended April 30, 2020. The interest rate on the loan at October 31, 2020 was 1.0%. The Company did not capitalize any interest or fees related to this loan during the six months ended October 31, 2020. At October 31, 2020, the Company was in compliance with the financial covenants contained within the loan documentation. The loan provides that all or a portion of the principal balance may be forgiven if certain conditions are met.

~~The Company’s share repurchase activity is described below:~~

In August 2020, the Company repurchased 11,847 shares of common stock of the Company at a price of $4.48 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.

In September 2020, the Board of Directors of the Company authorized the Company to purchase up to 1,000,000 shares of common stock of the Company from time to time pursuant to a share repurchase program, subject to the total expenditure for the purchase of shares under the share repurchase program not exceeding $5,000,000, exclusive of any fees, commissions and other expenses related to such repurchases. Under the share repurchase program, the Company may have repurchased its common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations. The Company’s repurchases may have been executed using open market purchases, unsolicited or solicited privately negotiated transactions or other transactions, and may have been effected pursuant to trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The share repurchase program did not obligate the Company to repurchase any specific number of shares and may have been suspended, modified or terminated at any time without prior notice. The share repurchase program did not contain a time limitation during which repurchases are permitted to occur. In October 2020, the Company repurchased 675,616 shares of common stock of the Company at a price of $6.18 per share in a privately negotiated transaction pursuant to the share repurchase program. 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.

In November 2020, the Company repurchased 143,482 shares of common stock of the Company at a price of $6.18 per share in a privately negotiated transaction during the three months ended October 31, 2020. 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 the Company’s share repurchase program.

~~In November 2020, the Company’s share repurchase program was terminated.~~

~~Investing Activities~~

~~Capital expenditures~~ ~~were $3,000~~ and $3,000 for the three ~~and six~~ months ended ~~October~~July 31, 2020 ~~compared to $1,000 and $26,000~~primarily for ~~the three and six months ended October 31, 2019, primarily due to purchases of office furniture and computer equipment.~~

technology upgrades in both periods.

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, ~~(2)~~including the amount of principal available for borrowing under the Company’s financing arrangements, (3) anticipated future development of the Company’s real estate holdings, (4) the timing of reimbursements under, and the general effectiveness of, the Company’s public improvement districts and private infrastructure reimbursement covenants, (5) the availability of bank financing for projects, ~~(3)~~(6) the utilization of existing bank financing, ~~(4) the timing of development of land held as investment assets, (5)~~(7) the backlog of homes under contract and in production and the dollar amount of expected sales revenue when such homes are closed, ~~(6) the offering of sales incentives to home buyers, (7)~~(8) the effect of recent accounting pronouncements, ~~(8)~~

Table of Contents

PART II. OTHER INFORMATION
~~Item 2~~. ~~Unregistered Sales of Equity Securities and Use of Proceeds~~
The following table sets forth all purchases made by or on behalf of the Company or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act, of shares of common stock of the Company made during each month within the ~~three months ended October 31, 2020:~~
Period Total
Number of
Shares
Purchased Average
Price Paid
Per Share Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs Maximum Number of
Shares that May Yet Be
Purchased Under the Plans
or Programs ⁽¹⁾
August 1, 2020 – August 31, 2020 11,847 ⁽²⁾ $ 4.48 - -
September 1, 2020 – September 30, 2020 - - - 1,000,000
October 1, 2020 – October 31, 2020 675,616 ⁽³⁾ 6.18 675,616 324,384
Total 687,463 $ 6.15 675,616 324,384
~~_____________________________~~
(1)            In September 2020, the Board of Directors of the Company authorized the Company to purchase up to 1,000,000 shares of common stock of the Company from time to time pursuant to a share repurchase program, subject to the total expenditure for the purchase of shares under the share repurchase program not exceeding $5,000,000, exclusive of any fees, commissions and other expenses related to such repurchases. As of October 31, 2020, the share repurchase program had 324,384 shares that may yet be purchased under the program, subject to the total expenditure for the purchase of such shares not exceeding an additional $824,693, exclusive of any fees, commissions and other expenses related to such repurchases. Under the share repurchase program, the Company may have repurchased its common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations. The Company’s repurchases may have been executed using open market purchases, unsolicited or solicited privately negotiated transactions or other transactions, and may have been effected pursuant to trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The share repurchase program did not obligate the Company to repurchase any specific number of shares and may have been suspended, modified or terminated at any time without prior notice. The share repurchase program did not contain a time limitation during which repurchases are permitted to occur. In November 2020, the Company’s share repurchase program was terminated.
(2)           In August 2020, the Company repurchased 11,847 shares of common stock of the Company at a price of $4.48 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 a publicly announced share repurchase program of the Company.
(3)           In October 2020, the Company repurchased 675,616 shares of common stock of the Company at a price of $6.18 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 completed pursuant to a publicly announced share repurchase program of the Company.

Item 66.. Exhibits
~~Exhibit~~
~~Number~~
~~Description~~

Exhibit
Number
Description
3.1

By-laws, as amended. (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed ~~September 9, 2020)~~July 13, 2021)
10.1
~~10.1~~

Development Loan Agreement, dated as of ~~September 22, 2020,~~June 24, 2021, between BOKF, NA dba Bank of Albuquerque and ~~Lomas Encantadas Development Company,~~Wymont LLC. (Incorporated by reference to Exhibit ~~10.1~~10.3 to Registrant’s Current Report on Form 8-K filed ~~September 23, 2020)~~June 25, 2021)
10.2
~~10.2~~

Non-Revolving Line of Credit Promissory Note, dated ~~September 22, 2020,~~June 24, 2021, by ~~Lomas Encantadas Development Company,~~Wymont LLC in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit ~~10.2~~10.3 to Registrant’s Current Report on Form 8-K filed ~~September 23, 2020)~~June 25, 2021)
10.3
~~10.3~~

Mortgage, Security Agreement and Financing Statement, dated as of ~~September 22, 2020,~~June 24, 2021, between BOKF, NA dba Bank of Albuquerque and ~~Lomas Encantadas Development Company,~~Wymont LLC. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed ~~September 23, 2020)~~June 25, 2021)
10.4
~~10.4~~

Guaranty Agreement, dated as of ~~September 22, 2020,~~June 24, 2021, made by AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit ~~10.4~~10.3 to Registrant’s Current Report on Form 8-K filed ~~September 23, 2020)~~June 25, 2021)
31.1
~~31.1~~

Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2
~~31.2~~

Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
32
32

Certification required pursuant to 18 U.S.C. Section 1350
101.INS
~~101.INS~~

Inline XBRL Instance Document
101.SCH
~~101.SCH~~

Inline XBRL Taxonomy Extension Schema
101.CAL
~~101.CAL~~

Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
~~101.DEF~~

Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
~~101.LAB~~

Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
~~101.PRE~~

Inline XBRL Taxonomy Extension Presentation Linkbase
104

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

Date: ~~December 8, 2020~~September 14, 2021	AMREP CORPORATION (Registrant)

	By:	/s/ Adrienne M. Uleau
		Name: Adrienne M. Uleau
		Title: Vice President, Finance and Accounting ~~(Principal~~
		(Principal Accounting Officer)


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


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

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


Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.10 par value	~~AXR~~	AXR	New York Stock Exchange

Large accelerated filer ¨◻	Accelerated filer ¨◻
Non-accelerated filer x☒	Smaller reporting company x☒
Emerging growth company ¨◻

		PAGE NO.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets
		~~October~~ July 31, ~~2020~~2021 (Unaudited) and April 30, ~~2020~~2021	1 2

	Consolidated Statements of Operations (Unaudited)
		Three Months Ended ~~October~~July 31, ~~2020~~2021 and ~~2019~~2020	2 3

	~~Consolidated Statements of Operations (Unaudited)~~
		~~Six Months Ended October 31, 2020 and 2019~~	3

	Consolidated Statements of Comprehensive Income ~~(Loss)~~ (Unaudited) Three Months Ended July 31, 2021 and 2020		4
		~~Three and Six Months Ended October 31, 2020 and 2019~~	4

	Consolidated Statements of Shareholders’ Equity (Unaudited)
		Three Months Ended ~~October~~July 31, ~~2020~~2021 and ~~2019~~2020	5

	~~Consolidated Statements of Shareholders’ Equity (Unaudited)~~
		~~Six Months Ended October 31, 2020 and 2019~~	6

	Consolidated Statements of Cash Flows (Unaudited) Three Months Ended July 31, 2021 and 2020		6
		~~Six Months Ended October 31, 2020 and 2019~~	7

	Notes to Consolidated Financial Statements (Unaudited)		8 7

Item 2. ~~Management's~~	Management’s Discussion and Analysis of Financial Condition
		and Results of Operations	18 13

Item 4.	Controls and Procedures	26 18

PART II. OTHER INFORMATION

Item ~~2. Unregistered Sales of Equity Securities and Use of Proceeds~~6.	27Exhibits	19

~~Item 6. Exhibits~~SIGNATURE		28 20

~~SIGNATURE~~			29

EXHIBIT INDEX			30 21

ASSETS	October 31, 2020			April 30, 2020
	(Unaudited)
Cash and cash equivalents	$	15,692		$	17,502
Real estate inventory		53,925			53,449
Investment assets, net		18,970			18,644
Other assets		1,544			934
Taxes receivable, net		57			57
Deferred income taxes, net		5,532			6,080
TOTAL ASSETS	$	95,720		$	96,666

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable and accrued expenses	$	4,700		$	3,125
Notes payable, net		5,803			3,890
Accrued pension costs		3,195			5,014
TOTAL LIABILITIES		13,698			12,029

SHAREHOLDERS’ EQUITY:
Common stock, $.10 par value; shares authorized – 20,000,000;
shares issued – 7,692,102 at October 31, 2020 and 8,358,154 at April 30, 2020		768			836
Capital contributed in excess of par value		47,216			51,334
Retained earnings		44,540			43,149
Accumulated other comprehensive loss, net		(6,287	)		(6,467	)
Treasury stock, at cost – 225,250 shares at October 31, 2020 and April 30, 2020		(4,215	)		(4,215	)
TOTAL SHAREHOLDERS’ EQUITY		82,022			84,637
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	95,720		$	96,666


	July 31,		April 30,
	2021		2021
	(Unaudited)
ASSETS
Cash and cash equivalents	$	23,274	$	24,801
Real estate inventory		61,298		55,589
Investment assets, net		13,479		13,582
Other assets		791		645
Deferred income taxes, net		2,261		2,749
TOTAL ASSETS	$	101,103	$	97,366

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses	$	3,700	$	4,458
Notes payable, net		6,377		3,448
Taxes payable, net		29		95
Accrued pension costs		255		476
TOTAL LIABILITIES		10,361		8,477

Shareholders’ Equity:
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 7,336,370 at July 31, 2021 and 7,323,370 at April 30, 2021		731		730
Capital contributed in excess of par value		45,221		45,072
Retained earnings		49,347		47,710
Accumulated other comprehensive loss, net		(4,557)		(4,623)
TOTAL SHAREHOLDERS’ EQUITY		90,742		88,889
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	101,103	$	97,366

	2020			2019
REVENUES:
Land sale revenues	$	8,526		$	3,266
Home sale revenues		202			-
Rental revenues		152			341
Other		376			353
Total Revenues		9,256			3,960
COSTS AND EXPENSES:
Land sale cost of revenues		6,430			2,771
Home sale cost of revenues		174			-
General and administrative expenses		1,523			4,121
Operating expenses		8,127			6,892
Operating income (loss)		1,129			(2,932	)
Interest (expense) income, net		(12	)		141
Income (loss) from operations before income taxes		1,117			(2,791	)
Provision (benefit) for income taxes		319			(622	)
Net income (loss)	$	798		$	(2,169	)

Basic and diluted earnings (loss) per share	$	0.10		$	(0.27	)

Weighted average number of common shares outstanding – basic		8,122			8,129

Weighted average number of common shares outstanding – diluted		8,152			8,129


	Three Months ended July 31,
	2021		2020
REVENUES:
Land sale revenues	$	7,190	$	3,487
Home sale revenues		2,411		0
Other revenues		906		719
Total revenues		10,507		4,206

COSTS AND EXPENSES:
Land sale cost of revenues		5,610		2,679
Home sale cost of revenues		1,914		0
General and administrative expenses		1,188		1,444
Total costs and expenses		8,712		4,123
Operating income		1,795		83

Interest income, net		1		6
Other income		230		650
Income before income taxes		2,026		739

Provision for income taxes		389		146
Net income	$	1,637	$	593

Basic earnings per share	$	0.22	$	0.07
Diluted earnings per share	$	0.22	$	0.07
Weighted average number of common shares outstanding – basic		7,346		8,151
Weighted average number of common shares outstanding – diluted		7,373		8,182


	Three Months ended
	July 31,
	2021		2020
Net income	$	1,637	$	593
Other comprehensive income, net of tax:
Decrease in pension liability, net of tax ($31 in 2022 and $42 in 2021)		66		90
Other comprehensive income		66		90
Total comprehensive income	$	1,703	$	683

	Three Months ended October 31,
	2020		2019

Net income (loss)	$	798	$	(2,169	)
Other comprehensive income, net of tax:
Pension settlement, net of tax ($880 in 2019)		-		2,049
Decrease in pension liability, net of tax ($42 in 2020 and $43 in 2019)		90		98
Other comprehensive income		90		2,147
Total comprehensive income (loss)	$	888	$	(22	)


				Capital				Accumulated		Treasury
				Contributed				Other		Stock,
	Common Stock			in Excess of		Retained		Comprehensive		at
	Shares	Amount		Par Value		Earnings		Loss		Cost		Total
Balance, May 1, 2021	7,323	$	730	$	45,072	$	47,710	$	(4,623)	$	0	$	88,889
Issuance of restricted common stock	13		1		149		0		0		0		150
Net income	0		0		0		1,637		0		0		1,637
Other comprehensive income	0		0		0		0		66		0		66
Balance, July 31, 2021	7,336	$	731	$	45,221	$	49,347	$	(4,557)	$	0	$	90,742
						��
Balance, May 1, 2020	8,358	$	836	$	51,334	$	43,149	$	(6,467)	$	(4,215)	$	84,637
Issuance of restricted common stock	9		1		41		0		0		0		42
Net income	0		0		0		593		0		0		593
Other comprehensive income	0		0		0		0		90		0		90
Balance, July 31, 2020	8,367	$	837	$	51,375	$	43,742	$	(6,377)	$	(4,215)	$	85,362

	Six Months ended October 31,
	2020		2019

Net income (loss)	$	1,391	$	(2,365	)
Other comprehensive income, net of tax:
Pension settlement, net of tax ($880 in 2019)		-		2,049
Decrease in pension liability, net of tax ($84 in 2020 and $110 in 2019)		180		252
Other comprehensive income		180		2,301
Total comprehensive income (loss)	$	1,571	$	(64	)

	Common Stock						Capital Contributed in Excess of			Retained			Accumulated Other Comprehensive			Treasury Stock, at
	Shares			Amount			Par Value			Earnings			Loss			Cost			Total
Balance, August 1, 2020		8,367		$	837		$	51,375		$	43,742		$	(6,377	)	$	(4,215	)	$	85,362
Issuance of common stock settled from deferred common share units		12			-			-			-			-			-			-
Repurchase of common stock		(687	)		(69	)		(4,159	)		-			-			-			(4,228	)
Net income		-			-			-			798			-			-			798
Other comprehensive income		-			-			-			-			90			-			90
Balance, October 31, 2020		7,692		$	768		$	47,216		$	44,540		$	(6,287	)	$	(4,215	)	$	82,022

Balance, August 1, 2019		8,362		$	836		$	51,261		$	48,856		$	(6,877	)	$	(4,215	)	$	89,861
Net loss		-			-			-			(2,169	)		-			-			(2,169	)
Other comprehensive income		-			-			-			-			2,147			-			2,147
Balance, October 31, 2019		8,362		$	836		$	51,261		$	46,687		$	(4,730	)	$	(4,215	)	$	89,839

	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	1,391		$	(2,365	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation		270			289
Amortization of debt issuance costs		30			56
Non-cash credits and charges:
Interest earned on deferred purchase price		-			(160	)
Stock-based compensation		42			107
Deferred income tax provision (benefit)		548			(756	)
Net periodic pension cost		208			279
Pension settlement		-			2,929
Deferred Rent		-			110
Changes in assets and liabilities:
Real estate inventory and investment assets		(1,065	)		3,526
Other assets		(614	)		(469	)
Accounts payable and accrued expenses		1,575			(466	)
Accrued pension costs		(1,847	)		(3,600	)
Total adjustments		(853	)		1,845
Net cash provided by (used in) operating activities		538			(520	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures		(3	)		(26	)
Net cash used in investing activities		(3	)		(26	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing		5,415			583
Principal debt payments		(3,475	)		(1,385	)
Payments for debt issuance costs		(57	)		-
Repurchase of common stock		(4,228	)		-
Net cash used in financing activities		(2,345	)		(802	)

Decrease in cash, cash equivalents and restricted cash		(1,810	)		(1,348	)
Cash, cash equivalents and restricted cash, beginning of period		17,502			14,236
Cash, cash equivalents and restricted cash, end of period	$	15,692		$	12,888

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	52		$	4
Right-of-use assets obtained in exchange for operating lease liabilities	$	-		$	198

	October 31,		April 30,
	2019		2019
	(in thousands)
Cash and cash equivalents	$	12,583	$	13,267
Restricted cash		305		969
Total cash, cash equivalents and restricted cash	$	12,888	$	14,236


	Principal Amount
	Available for		Outstanding				Principal
	Borrowing		Principal Amount				Repayments
	July 31,		July 31,		April 30,		Three Months ended
Loan Identifier	2021		2021		2021		July 31, 2021
Revolving Line of Credit	$	4,000	$	0	$	0	$	0
Lomas Encantadas U2B P3		0		0		410		1,770
Hawk Site U37		1,462		0		0		0
Hawk Site U23 U40		2,670		30		30		0
Lavender Fields – acquisition		0		0		1,749		1,703
Lavender Fields – development		2,194		899		1,293		394
La Mirada		1,877		5,498		0		0
			$	6,427	$	3,482


					Capitalized Interest
			Mortgaged Property		and Fees
	Interest Rate		Book Value		Three Months ended
Loan Identifier	July 31, 2021		July 31, 2021		July 31, 2021
Revolving Line of Credit	3.75	%	$	1,690	$	0
Lomas Encantadas U2B P3	3.75	%		3,363		10
Hawk Site U37	4.50	%		2,982		0
Hawk Site U23 U40	3.75	%		3,956		30
Lavender Fields – development	3.75	%		6,530		11
La Mirada	3.75	%		7,835		22


Fiscal Year	Scheduled Payments (in thousands)		Scheduled Payments
2021	$	3,532
2022		2,101	$	0
2023		201		929
2024				5,498
Thereafter				0
Total	$	5,834	$	6,427



		Number of
Restricted share awards		Shares
Non-vested as of April 30, 2021		29,000
Granted during the three months ended July 31, 2021		13,000
Vested during the three months ended July 31, 2021		(20,500)
Forfeited during the three months ended July 31, 2021		0
Non-vested as of July 31, 2021		21,500

	Land Development			Homebuilding			Corporate			Consolidated
Three months ended October 31, 2020 (a):
Revenues	$	8,989		$	202		$	65		$	9,256

Net income (loss)	$	1,693		$	(66	)	$	(829	)	$	798
Provision (benefit) for income taxes		313			(24	)		30			319
Interest expense (income), net (b)		13			-			(1	)		12
Depreciation		8			-			124			132
EBITDA (c)	$	2,027		$	(90	)	$	(676	)	$	1,261
Capital expenditures	$	-		$	3		$	0		$	3

Three months ended October 31, 2019 (a):
Revenues	$	3,620		$	-		$	340		$	3,960

Net income (loss)	$	(352	)	$	-		$	(1,817	)	$	(2,169	)
Provision (benefit) for income taxes		(103	)		-			(519	)		(622	)
Interest expense (income), net (b)		(10	)		-			(131	)		(141	)
Depreciation		4			-			157			161
EBITDA (c)	$	(461	)	$	-		$	(2,310	)	$	(2,771	)
Capital expenditures	$	5		$	-		$	-		$	5

Six months ended October 31, 2020 (a):
Revenues	$	12,845		$	202		$	415		$	13,462

Net income (loss)	$	2,399		$	(152	)	$	(856	)	$	1,391
Provision (benefit) for income taxes		327			(51	)		189			465
Interest expense (income), net (b)		11			-			(5	)		6
Depreciation		22			-			248			270
EBITDA (c)	$	2,759		$	(203	)	$	(424	)	$	2,132
Capital expenditures	$	-		$	3		$	-		$	3
Total assets as of October 31, 2020	$	76,777		$	1,494		$	17,449		$	95,720


Six months ended October 31, 2019 (a):
Revenues	$	8,045		$	-		$	682		$	8,727

Net income (loss)	$	(785	)	$	-		$	(1,580	)	$	(2,365	)
Provision (benefit) for income taxes		(226	)		-			(530	)		(756	)
Interest expense (income), net (b)		(14	)		-			(251	)		(265	)
Depreciation		9			-			280			289
EBITDA (c)	$	(1,016	)	$	-		$	(2,081	)	$	(3,097	)
Capital expenditures	$	5		$	-		$	-		$	5
Total assets as of October 31, 2019	$	71,680		$	-		$	23,949		$	95,629


	Land
	Development		Homebuilding		Corporate		Consolidated
Three months ended July 31, 2021 (a)
Revenues	$	8,461	$	1,950	$	96	$	10,507
Net income (loss)		1,807		178		(348)		1,637
Provision for income taxes		318		44		27		389
Interest income, net (b)		0		0		1		1
Depreciation		0		0		104		104
EBITDA (c)	$	2,125	$	222	$	(216)	$	2,131
Capital expenditures	$	0	$	1	$	0	$	1
Total assets as of July 31, 2021	$	86,590	$	2,566	$	11,947	$	101,103

Three months ended July 31, 2020 (a)
Revenues	$	3,856	$	0	$	350	$	4,206
Net income (loss)		706		(86)		(27)		593
Provision (benefit) for income taxes		14		(27)		159		146
Interest income, net (b)		2		0		4		6
Depreciation		5		0		124		129
EBITDA (c)	$	727	$	(113)	$	260	$	874
Capital expenditures	$	0	$	0	$	0	$	0
Total assets as of July 31, 2020	$	76,232	$	0	$	23,759	$	99,991

	Three Months Ended October 31,							Six Months Ended October 31,
	2020		2020 vs. 2019			2019		2020		2020 vs. 2019			2019

															Three Months ended July 31,				% Increase
															2021		2020		(Decrease)
Land sale revenues	$	8,526		161	%	$	3,266	$	12,013		59	%	$	7,557	$	7,190	$	3,487	106	%
Home sale revenues		202		(a)			-		202		(a)			-		2,411		—	(a)
Rental revenues		152		(55	)%		341		502		(26	)%		682
Other revenue		376		7	%		353		745		53	%		488
Other revenues																906		719	26	%
Total revenues	$	9,256		134	%	$	3,960	$	13,462		54	%	$	8,727	$	10,507	$	4,206	150	%


	Three Months ended July 31, 2021					Three Months ended July 31, 2020
	Acres Sold	Revenue		Revenue Per Acre¹		Acres Sold	Revenue		Revenue Per Acre¹
Developed
Residential	17.4	$	7,190	$	413	7.7	$	3,487	$	453
Commercial	—		—		—	—		—		—
Total Developed	17.4	$	7,190	$	413	7.7		3,487		453
Undeveloped	—		—		—	—		—		—
Total	17.4	$	7,190	$	413	7.7	$	3,487	$	453

	Three Months Ended October 31, 2020						Three Months Ended October 31, 2019
	Acres Sold		Revenue		Revenue Per Acre		Acres Sold		Revenue		Revenue Per Acre
Developed
Residential		17.4	$	8,376	$	481		8.1	$	3,244	$	400
Commercial		0.4		134		335		-		-		-
Total Developed		17.8		8,510		478		8.1		3,244		400
Undeveloped		2.0		16		8		3.5		22		6
Total		19.8	$	8,526	$	431		11.6	$	3,266	$	282

	Six Months Ended October 31, 2020						Six Months Ended October 31, 2019
	Acres Sold		Revenue		Revenue Per Acre		Acres Sold		Revenue		Revenue Per Acre
Developed
Residential		25.1	$	11,863	$	473		18.4	$	7,534	$	409
Commercial		0.4		134		335		-		-		-
Total Developed		25.5		11,997		470		18.4		7,534		409
Undeveloped		2.0		16		8		3.6		23		6
Total		27.5	$	12,013	$	437		22	$	7,557	$	344

Period	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs ⁽¹⁾
August 1, 2020 – August 31, 2020		11,847 ⁽²⁾	$	4.48		-		-
September 1, 2020 – September 30, 2020		-		-		-		1,000,000
October 1, 2020 – October 31, 2020		675,616 ⁽³⁾		6.18		675,616		324,384
Total		687,463	$	6.15		675,616		324,384

~~Exhibit~~ ~~Number~~	~~Description~~
Exhibit Number		Description
3.1		By-laws, as amended. (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed ~~September 9, 2020)~~July 13, 2021)
10.1
~~10.1~~	Development Loan Agreement, dated as of ~~September 22, 2020,~~June 24, 2021, between BOKF, NA dba Bank of Albuquerque and ~~Lomas Encantadas Development Company,~~Wymont LLC. (Incorporated by reference to Exhibit ~~10.1~~10.3 to Registrant’s Current Report on Form 8-K filed ~~September 23, 2020)~~June 25, 2021)
10.2
~~10.2~~	Non-Revolving Line of Credit Promissory Note, dated ~~September 22, 2020,~~June 24, 2021, by ~~Lomas Encantadas Development Company,~~Wymont LLC in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit ~~10.2~~10.3 to Registrant’s Current Report on Form 8-K filed ~~September 23, 2020)~~June 25, 2021)
10.3
~~10.3~~	Mortgage, Security Agreement and Financing Statement, dated as of ~~September 22, 2020,~~June 24, 2021, between BOKF, NA dba Bank of Albuquerque and ~~Lomas Encantadas Development Company,~~Wymont LLC. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed ~~September 23, 2020)~~June 25, 2021)
10.4
~~10.4~~	Guaranty Agreement, dated as of ~~September 22, 2020,~~June 24, 2021, made by AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit ~~10.4~~10.3 to Registrant’s Current Report on Form 8-K filed ~~September 23, 2020)~~June 25, 2021)
31.1
~~31.1~~	Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2
~~31.2~~	Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
32
32	Certification required pursuant to 18 U.S.C. Section 1350
101.INS
~~101.INS~~	Inline XBRL Instance Document
101.SCH
~~101.SCH~~	Inline XBRL Taxonomy Extension Schema
101.CAL
~~101.CAL~~	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
~~101.DEF~~	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
~~101.LAB~~	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
~~101.PRE~~	Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

Exhibit Number		Description
3.1
~~3.1~~	By-laws, as amended. (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed ~~September 9, 2020)~~July 13, 2021)
10.1
~~10.1~~	Development Loan Agreement, dated as of ~~September 22, 2020,~~June 24, 2021, between BOKF, NA dba Bank of Albuquerque and ~~Lomas Encantadas Development Company,~~Wymont LLC. (Incorporated by reference to Exhibit ~~10.1~~10.3 to Registrant’s Current Report on Form 8-K filed ~~September 23, 2020)~~June 25, 2021)
10.2
~~10.2~~	Non-Revolving Line of Credit Promissory Note, dated ~~September 22, 2020,~~June 24, 2021, by ~~Lomas Encantadas Development Company,~~Wymont LLC in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit ~~10.2~~10.3 to Registrant’s Current Report on Form 8-K filed ~~September 23, 2020)~~June 25, 2021)
10.3
~~10.3~~	Mortgage, Security Agreement and Financing Statement, dated as of ~~September 22, 2020,~~June 24, 2021, between BOKF, NA dba Bank of Albuquerque and ~~Lomas Encantadas Development Company,~~Wymont LLC. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed ~~September 23, 2020)~~June 25, 2021)
10.4
~~10.4~~	Guaranty Agreement, dated as of ~~September 22, 2020,~~June 24, 2021, made by AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit ~~10.4~~10.3 to Registrant’s Current Report on Form 8-K filed ~~September 23, 2020)~~June 25, 2021)
31.1
~~31.1~~	Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2
~~31.2~~	Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
32
32	Certification required pursuant to 18 U.S.C. Section 1350
101.INS
~~101.INS~~	Inline XBRL Instance Document
101.SCH
~~101.SCH~~	Inline XBRL Taxonomy Extension Schema
101.CAL
~~101.CAL~~	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF
~~101.DEF~~	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB
~~101.LAB~~	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE
~~101.PRE~~	Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)