Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

FORM 10-Q

x

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

For the quarterly period ended JanuaryOctober 31, 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.

620 West Germantown Pike, Suite 175

Plymouth Meeting, PA

19462

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

          (610) 487-0905       

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

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 March 5,December 3, 2021 – 7,323,370.7,336,370.

Table of Contents

AMREP CORPORATION AND SUBSIDIARIES

INDEX

AMREP CORPORATION AND SUBSIDIARIES

PAGE
NO.

INDEX

PAGE
NO.

PART I. FINANCIAL INFORMATION

1

Item 1.

Financial Statements

1

Consolidated Balance Sheets JanuaryOctober 31, 2021 (Unaudited) and April 30, 20202021

1

2

Consolidated Statements of Operations (Unaudited) Three and Six Months Ended JanuaryOctober 31, 2021 and 2020

2

3

Consolidated Statements of Operations (Unaudited) Nine Months Ended January 31, 2021 and 2020

3
Consolidated Statements of Comprehensive Income (Unaudited) Three and NineSix Months Ended JanuaryOctober 31, 2021 and 2020

4

Consolidated Statements of Shareholders’ Equity (Unaudited) Three and Six Months Ended JanuaryOctober 31, 2021 and 2020

5

Consolidated Statements of Shareholders’ Equity (Unaudited) Nine Months Ended January 31, 2021 and 2020

6
Consolidated Statements of Cash Flows (Unaudited) NineSix Months Ended JanuaryOctober 31, 2021 and 2020

7

6

Notes to Consolidated Financial Statements (Unaudited)

8

7

Item 2. Management's

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

20

15

Item 4.

Controls and Procedures

30

22

PART II. OTHER INFORMATION

31

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds6.

31Exhibits

23

Item 6. ExhibitsSIGNATURE

32

24

SIGNATURE

33
EXHIBIT INDEX

34

25

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.1.  Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEE

Consolidated Balance SheetsTS

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

  January 31,
2021
  April 30,
2020
 
  (Unaudited)    
ASSETS        
Cash and cash equivalents $15,406  $17,502 
Real estate inventory  55,607   53,449 
Investment assets, net  18,818   18,644 
Other assets  1,225   934 
Taxes receivable, net  57   57 
Deferred income taxes, net  4,779   6,080 
TOTAL ASSETS $95,892  $96,666 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
LIABILITIES:        
Accounts payable and accrued expenses $4,076  $3,125 
Notes payable, net  5,200   3,890 
Accrued pension costs  3,209   5,014 
TOTAL LIABILITIES  12,485   12,029 
         
SHAREHOLDERS’ EQUITY:        
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 7,323,370 at January 31, 2021 and 8,358,154 at April 30, 2020  730   836 
Capital contributed in excess of par value  45,072   51,334 
Retained earnings  43,802   43,149 
Accumulated other comprehensive loss, net  (6,197)  (6,467)
Treasury stock, at cost – 225,250 shares at April 30, 2020  -   (4,215)
TOTAL SHAREHOLDERS’ EQUITY  83,407   84,637 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $95,892  $96,666 

October 31,

April 30, 

2021

2021

    

(Unaudited)

    

ASSETS

 

  

 

  

Cash and cash equivalents

$

30,327

$

24,801

Real estate inventory

 

61,772

 

55,589

Investment assets, net

 

9,775

 

13,582

Other assets

 

1,870

 

645

Deferred income taxes, net

 

1,165

 

2,749

TOTAL ASSETS

$

104,909

$

97,366

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

  

 

  

Liabilities:

 

  

 

  

Accounts payable and accrued expenses

$

4,758

$

4,458

Notes payable, net

 

5,952

 

3,448

Taxes payable, net

 

29

 

95

Accrued pension costs

 

35

 

476

TOTAL LIABILITIES

 

10,774

 

8,477

Shareholders’ Equity:

 

  

 

  

Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 7,336,370 at October 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

 

52,673

 

47,710

Accumulated other comprehensive loss, net

 

(4,490)

 

(4,623)

TOTAL SHAREHOLDERS’ EQUITY

 

94,135

 

88,889

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

104,909

$

97,366

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


AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
Three Months Ended January 31, 2021 and 2020
(Amounts in thousands, except per share amounts)
       
  2021  2020 
REVENUES:        
Land sale revenues $5,957  $4,477 
Home sale revenues  1,261   - 
Rental revenues  86   114 
Other  560   696 
Total Revenues  7,864   5,287 
         
COSTS AND EXPENSES:        
Land sale cost of revenues  2,916   3,553 
Home sale cost of revenues  1,082   - 
General and administrative expenses  1,342   1,058 
Operating expenses  5,340   4,611 
Operating income  2,524   676 
Interest (expense) income, net  (21)  58 
Other income  300   - 
Income before income taxes  2,803   734 
Provision for income taxes  710   396 
Net income $2,093  $338 
         
Basic earnings per share $0.29  $0.04 
Diluted earnings per share $0.28  $0.04 
Weighted average number of common shares outstanding – basic  7,343   8,138 
Weighted average number of common shares outstanding – diluted  7,372   8,174 

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


AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited)
Nine Months Ended January 31, 2021 and 2020
(Amounts in thousands, except per share amounts)
       
  2021  2020 
REVENUES:        
Land sale revenues $17,970  $12,291 
Home sale revenues  1,463   - 
Rental revenues  588   796 
Other  1,305   927 
Total Revenues  21,326   14,014 
         
COSTS AND EXPENSES:        
Land sale cost of revenues  12,028   9,979 
Home sale cost of revenues  1,256   - 
General and administrative expenses  4,306   6,745 
Operating expenses  17,590   16,724 
Operating income (loss)  3,736   (2,710)
Interest (expense) income, net  (27)  323 
Other income  950   - 
Income (loss) before income taxes  4,659   (2,387)
Provision (benefit) for income taxes  1,175   (360)
Net income (loss) $3,484  $(2,027)
         
Basic earnings (loss) per share $0.44  $(0.25)
Diluted earnings (loss) per share $0.44  $(0.25)
Weighted average number of common shares outstanding – basic  7,872   8,129 
Weighted average number of common shares outstanding – diluted  7,903   8,129 

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


2

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AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Consolidated Statements of Comprehensive Income (Unaudited) (UNAUDITED)

Three and NineSix Months Ended Januaryended October 31, 2021 and 2020

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

  Three Months ended
January 31,
 
  2021  2020 
Net income $2,093  $338 
Other comprehensive income, net of tax:        
Decrease in pension liability, net of tax ($42 in 2021 and $24 in 2020)  90   77 
Other comprehensive income  90   77 
Total comprehensive income $2,183  $415 

  Nine months ended
January 31,
 
  2021  2020 
Net income (loss) $3,484  $(2,027)
Other comprehensive income, net of tax:        
Pension settlement, net of tax ($880 in 2020)  -   2,049 
Decrease in pension liability, net of tax ($126 in 2021 and $134 in 2020)  270   329 
Other comprehensive income  270   2,378 
Total comprehensive income $3,754  $351 

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


AMREP CORPORATION AND SUBSIDIARIES

Three Months ended

Six Months ended

October 31,

October 31,

    

2021

    

2020

    

2021

    

2020

REVENUES:

 

  

 

  

 

  

 

  

Land sale revenues

$

8,466

$

8,526

$

15,656

$

12,013

Home sale revenues

819

202

3,230

202

Building sales and other revenues

 

6,951

 

528

 

7,857

 

1,247

Total revenues

 

16,236

 

9,256

 

26,743

 

13,462

COSTS AND EXPENSES:

 

  

 

 

  

 

Land sale cost of revenues

 

6,154

 

6,430

 

11,765

 

9,109

Home sale cost of revenues

629

174

2,543

174

Building sales and other cost of revenues

 

3,837

 

0

 

3,837

 

General and administrative expenses

 

1,257

 

1,523

 

2,443

 

2,967

Total costs and expenses

 

11,877

 

8,127

 

20,588

 

12,250

Operating income

4,359

1,129

6,155

1,212

Interest income (expense), net

 

2

 

(12)

 

1

 

(6)

Other income

 

30

 

0

 

260

 

650

Income before income taxes

4,391

1,117

6,416

1,856

Provision for income taxes

1,065

319

1,453

465

Net income

$

3,326

$

798

$

4,963

$

1,391

Basic earnings per share

$

0.45

$

0.10

$

0.67

$

0.17

Diluted earnings per share

$

0.45

$

0.10

$

0.67

$

0.17

Weighted average number of common shares outstanding – basic

 

7,361

 

8,122

 

7,354

 

8,136

Weighted average number of common shares outstanding – diluted

 

7,383

 

8,152

 

7,378

 

8,168

Consolidated Statements of Shareholders’ Equity (Unaudited)

Three Months Ended January 31, 2021 and 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, November 1, 2020  7,692  $768  $47,216  $44,540  $(6,287) $(4,215) $82,022 
Issuance of deferred common share units  -   -   90   -   -   -   90 
Repurchase of common stock  (144)  (14)  (874)  -   -   -   (888)
Retirement of treasury stock  (225)  (24)  (1,360)  (2,831  -   4,215   - 
Net income  -   -   -   2,093   -   -   2,093 
Other comprehensive income  -   -   -   -   90   -   90 
Balance, January 31, 2021  7,323  $730  $45,072  $43,802  $(6,197)  -  $83,407 
                             
Balance, November 1, 2019  8,362  $836  $51,261  $46,687  $(4,730) $(4,215) $89,839 
Issuance of deferred common share units  -   -   100   -   -   -   100 
Net income  -   -   -   338   -   -   338 
Other comprehensive income  -   -   -   -   77   -   77 
Balance, January 31, 2020  8,362  $836  $51,361  $47,025  $(4,653) $(4,215) $90,354 

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


3

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AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Consolidated Statements of Shareholders’ Equity (Unaudited)

NineThree and Six Months Ended Januaryended October 31, 2021 and 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, 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 deferred
common share units
  -   -   90   -   -   -   90 
Issuance of common stock settled from deferred common share units  12   -   -   -   -   -   - 
Repurchase of common stock  (831)  (83)  (5,033)  -   -   -   (5,116)
Retirement of treasury stock  (225)  (24)  (1,360)  (2,831)  -   4,215   - 
Net income  -   -   -   3,484   -   -   3,484 
Other comprehensive income  -   -   -   -   270   -   270 
Balance, January 31, 2021  7,323  $730  $45,072  $43,802  $(6,197)  -  $83,407 
                             
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 
Issuance of deferred common share units  -   -   100   -   -   -   100 
Net loss  -   -   -   (2,027)  -   -   (2,027)
Other comprehensive income  -   -   -   -   2,378   -   2,378 
Balance, January 31, 2020  8,362  $836  $51,361  $47,025  $(4,653) $(4,215) $90,354 

Three Months ended

Six Months ended

October 31, 

October 31, 

    

2021

    

2020

    

2021

    

2020

Net income

$

3,326

$

798

$

4,963

$

1,391

Other comprehensive income, net of tax:

 

  

 

  

 

  

 

  

Decrease in pension liability

 

98

 

132

 

195

 

264

Income tax effect

(31)

(42)

(62)

(84)

Decrease in pension liability, net of tax

67

90

133

180

Other comprehensive income

 

67

 

90

 

133

 

180

Total comprehensive income

$

3,393

$

888

$

5,096

$

1,571

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


4

Table of Contents

AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended January 31, 2021 and 2020
(Amounts in thousands)

  2021  2020 
CASH FLOWS FROM OPERATING ACTIVITIES:        
   Net income $3,484  $(2,027)
   Adjustments to reconcile net income to net cash provided by operating activities:        
   Depreciation  424   381 
   Amortization of debt issuance costs    30   56 
   Non-cash credits and charges:        
           Interest earned on deferred purchase price  -   (196)
           Stock-based compensation  132   107 
           Deferred income tax provision (benefit)  1,301   (336)
           Net periodic pension cost  298   189 
           Gain on debt forgiveness  (300)  - 
           Pension settlement  -   2,929 
           Deferred Rent  -   154 
   Changes in assets and liabilities:        
           Real estate inventory and investment assets  (2,750)  2,907 
           Other assets  (297)  (399)
           Accounts payable and accrued expenses  951   487 
           Accrued pension costs  (1,847)  (3,600)
       Total adjustments  (2,058)  2,679 
           Net cash provided by operating activities  1,426   652 
CASH FLOWS FROM INVESTING ACTIVITIES:        
       Capital expenditures  (3)  (18)
          Net cash used in investing activities  (3)  (18)
CASH FLOWS FROM FINANCING ACTIVITIES:        
       Proceeds from debt financing  5,466   986 
       Principal debt payments  (3,782)  (1,385)
       Payments for debt issuance costs  (87)  - 
       Repurchase of common stock  (5,116)  - 
         Net cash used in financing activities  (3,519)  (399)
         
(Decrease) increase in cash, cash equivalents and restricted cash  (2,096)  235 
Cash, cash equivalents and restricted cash, beginning of period  17,502   14,236 
Cash, cash equivalents and restricted cash, end of period $15,406  $14,471 
         
SUPPLEMENTAL CASH FLOW INFORMATION:        
     Interest paid $52  $- 
     Right-of-use assets obtained in exchange for operating lease liabilities $-  $198 

Three and Six Months ended October 31, 2021 and 2020

(Amounts in thousands)

Capital

Accumulated

Treasury

Contributed

Other

Stock,

Common Stock

in Excess of

Retained

Comprehensive

at

    

Shares

    

Amount

    

Par Value

    

Earnings

    

Loss

    

Cost

    

Total

Balance, August 1, 2021

 

7,336

$

731

$

45,221

$

49,347

$

(4,557)

$

0

$

90,742

Net income

0

0

3,326

0

0

3,326

Other comprehensive income

 

0

 

0

 

0

 

67

 

0

 

67

Balance, October 31, 2021

 

7,336

$

731

$

45,221

$

52,673

$

(4,490)

$

0

$

94,135

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

0

0

0

0

0

0

Repurchase of common stock

(687)

(69)

(4,159)

0

0

0

(4,228)

Net income

0

0

798

0

0

798

Other comprehensive income

0

0

0

90

0

90

Balance, October 31, 2020

 

7,692

$

768

$

47,216

$

44,540

$

(6,287)

$

(4,215)

$

82,022

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

4,963

0

0

4,963

Other comprehensive income

 

 

0

 

0

 

0

 

133

 

0

 

133

Balance, October 31, 2021

 

7,336

$

731

$

45,221

$

52,673

$

(4,490)

$

0

$

94,135

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

Issuance of common stock settled from deferred common share units

12

0

0

0

0

0

0

Repurchase of common stock

(687)

(69)

(4,159)

0

0

0

(4,228)

Net income

0

0

1,391

0

0

1,391

Other comprehensive income

0

0

0

180

0

180

Balance, October 31, 2020

 

7,692

$

768

$

47,216

$

44,540

$

(6,287)

$

(4,215)

$

82,022

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


5

Table of Contents

AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months ended October 31, 2021 and 2020

(Amounts in thousands)

Six Months ended October 31,

    

2021

    

2020

CASH FLOWS FROM OPERATING ACTIVITIES:

 

  

 

  

Net income

$

4,963

$

1,391

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

 

  

 

  

Depreciation

 

204

 

270

Amortization of debt issuance costs

 

34

 

30

Non-cash credits and charges:

 

  

 

  

Stock-based compensation

 

47

 

42

Deferred income tax provision

 

1,522

 

548

Net periodic pension cost

 

(246)

 

208

Gain on debt forgiveness

(45)

Changes in assets and liabilities:

 

  

 

  

Real estate inventory and investment assets

 

(2,580)

 

(1,065)

Other assets

 

(1,203)

 

(614)

Accounts payable and accrued expenses

 

300

 

1,575

Accrued pension costs

(1,847)

Taxes payable

 

(66)

 

Net cash provided by (used in) operating activities

 

2,930

 

538

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

Proceeds from corporate-owned life insurance policy

 

92

 

Capital expenditures

 

(11)

 

(3)

Net cash provided by (used in) investing activities

 

81

 

(3)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

Proceeds from debt financing

 

6,857

 

5,415

Principal debt payments

 

(4,292)

 

(3,475)

Payments for debt issuance costs

 

(50)

 

(57)

Repurchase of common stock

(4,228)

Net cash provided by (used in) financing activities

 

2,515

 

(2,345)

Increase (decrease) in cash and cash equivalents

 

5,526

 

(1,810)

Cash and cash equivalents, beginning of period

 

24,801

 

17,502

Cash and cash equivalents, end of period

$

30,327

$

15,692

SUPPLEMENTAL CASH FLOW INFORMATION:

 

  

 

  

Income taxes refunded, net

$

3

$

Interest paid, net of amount capitalized

$

$

52

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

$

42

$

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

6

Table of Contents

AMREP CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Three and NineSix Months Ended JanuaryOctober 31, 2021 and 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 20212022 and 20202021 are to the fiscal years ending April 30, 20212022 and 2020.2021.

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, 20202021 (the “2020“2021 Form 10-K”).  Certain 20202021 balances in these financial statements have been reclassified to conform to the current year presentation with no effect on net income (loss) 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 20202021 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 January 31, 2021, 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.

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 bewas 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 willdid not have any effect on the Company’sits 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 nine months ended January 31, 2020:

  January 31,  April 30, 
  2020  2019 
       
   (in thousands) 
Cash and cash equivalents $14,166  $13,267 
Restricted cash  305   969 
Total cash, cash equivalents and restricted cash $14,471  $14,236 

There was no restricted cash at January 31, 2021 and April 30, 2020.

(3)       REAL ESTATE INVENTORY

Real estate inventory consists of:of (in thousands):

October 31,

April 30,

    

2021

    

2021

Land held for development or sale in New Mexico

$

54,148

$

49,918

Land held for development or sale in Colorado

 

4,009

 

3,975

Homebuilding finished inventory

214

417

Homebuilding construction in process

3,401

1,279

$

61,772

$

55,589

  January 31,  April 30, 
  2021  2020 
  (in thousands) 
Land held for development or sale $54,351  $53,405 
Homebuilding construction in process and completed inventory  1,256   44 
  $55,607  $53,449 

7


Land held for development or sale represents property located in areas that are planned to be developed or sold in the near term. AsTable of January 31, 2021 and April 30, 2020, the Company held approximately 6,000 acres of land in New Mexico classified as land held for development. Homebuilding construction in process and completed inventory related to residential homes inventory and 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):

 January 31, April 30, 
 2021  2020 
      
 (in thousands) 

    

October 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

Less accumulated depreciation  (6,950)  (6,523)

 

 

(6,196)

Buildings, net  9,043   6,573 

 

 

3,807

 $18,818  $18,644 

$

9,775

$

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 January 31, 2021 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 are2021, buildings were comprised of 204,000a 143,000 square feet offoot warehouse and office buildingsfacility located in Palm Coast, Florida and a 14,000Florida. In October 2021, the Company sold this 143,000 square foot retail building in the Las Fuentes at Panorama Village subdivision in Rio Rancho, New Mexico.warehouse and office facility. Depreciation associated with the buildings was $415,000$98,000 and $366,000 for the nine months ended January 31, 2021 and January 31, 2020 and $152,000 and $87,000$140,000 for the three months ended JanuaryOctober 31, 2021 and JanuaryOctober 31, 2020. Construction in process related to2020 and $201,000 and $262,000 for the construction costs of such 14,000 square foot retail building, which was completed during the ninesix months ended JanuaryOctober 31, 2021.2021 and October 31, 2020.

(5)         (4)          OTHER ASSETS

Other assets consist of:of (in thousands):

 January 31, April 30, 
 2021  2020 
      
 (in thousands) 

    

October 31, 

    

April 30, 

2021

2021

Prepaid expenses $874  $464 

$

324

$

324

Receivables  44   156 

58

37

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

 

129

 

84

Other assets  170   170 

80

172

Property and equipment  219   217 

1,476

222

Less accumulated depreciation  (191)  (182)

(197)

(194)

Property and equipment, net  28   35 

1,279

28

 $1,225  $934 

$

1,870

$

645

Prepaid expenses as of January 31, 2021 primarily consist of prepaid insurance, stock compensation, prepayments for office rent, brokers commission related to a building lease and security deposits for the buildings in Palm Coast, Florida. Prepaid expenses as of JanuaryOctober 31, 2021 primarily consisted of stock compensation, insurance and utility deposits. Amortized lease cost for right-of-use assets associated with the leases of office facilities was $24,000 and $26,000 for the three months ended October 31, 2021 and October 31, 2020 primarily consist of prepaid insurance, stock compensation and in-process prepayments of amounts due under$36,000 and $63,000 for the six months ended October 31, 2021 and October 31, 2020. In August 2021, the Company acquired a public improvement district.

7,000 square foot office building in Rio Rancho, New Mexico from which its real estate business now operates. Depreciation expense associated with property and equipment was $9,000 and $13,000$2,000 for the nine months ended January 31, 2021 and January 31, 2020 and $2,000 and $4,000 foreach of the three months ended JanuaryOctober 31, 2021 and JanuaryOctober 31, 2020 and $3,000 and $8,000 for the six months ended October 31, 2021 and October 31, 2020.


(6)       (5)          ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

 January 31, April 30, 
 2021  2020 
      
 (in thousands) 

    

October 31, 

    

April 30, 

2021

2021

Real estate operations        

Accrued expenses $930  $518 

$

866

$

658

Trade payables  649   1,146 

 

2,117

 

1,377

Real estate customer deposits  1,795   1,117 

1,378

1,769

Other  76   - 
  3,450   2,781 

4,361

3,804

Corporate operations  626   344 

397

654

 $4,076  $3,125 

$

4,758

$

4,458

8

Table of Contents

(7)       (6)          NOTES PAYABLE

Notes payable, net consist of:of (in thousands):

 January 31, April 30, 
 2021  2020 
      
 (in thousands) 

    

October 31, 

    

April 30, 

2021

2021

Real estate notes payable $5,261  $3,894 

$

6,002

$

3,482

Unamortized debt issuance costs  (61)  (4)

 

(50)

 

(34)

 $5,200  $3,890 

$

5,952

$

3,448

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

    

Principal Amount

    

    

    

    

Available for

Outstanding

Borrowing

Principal Amount

Principal Repayments

October 31,

October 31,

April 30,

Three Months ended

Six Months ended

Loan Identifier

2021

2021

2021

October 31, 2021

October 31, 2021

Revolving Line of Credit

 

$

3,750

 

$

0

 

$

0

$

0

$

0

Lomas Encantadas U2B P3

632

0

410

0

1,770

Hawk Site U37

 

0

 

0

 

0

 

0

 

0

Hawk Site U23 U40

 

1,678

 

0

 

30

 

30

 

30

Lavender Fields – acquisition

 

0

 

0

 

1,749

 

0

 

1,703

Lavender Fields – development

 

2,194

 

504

 

1,293

 

395

 

789

La Mirada

 

1,877

 

5,498

 

0

 

0

 

0

 

$

6,002

$

3,482

 

 

    

    

Mortgaged Property

    

    

Interest Rate

Book Value

Capitalized Interest and Fees

October 31,

October 31,

Three Months ended

Six Months ended

Loan Identifier

2021

2021

October 31, 2021

October 31, 2021

Revolving Line of Credit

 

3.75

%  

$

1,693

$

0

$

0

Lomas Encantadas U2B P3

 

3.75

%  

 

877

 

0

 

0

Hawk Site U23 U40

 

3.75

%  

 

1,359

 

0

 

0

Lavender Fields – development

 

3.75

%  

 

5,261

 

6

 

17

La Mirada

 

3.75

%  

 

8,041

 

40

 

61

As of October 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 thatits subsidiaries were entered into prior to May 1, 2020.

·Lomas Encantadas Subdivision. In September 2020, Lomas Encantadas Development Company LLC (“LEDC”), a subsidiary of the Company, entered into a Development Loan Agreement with BOKF, NA dba Bank of Albuquerque (“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 $27,000 as of January 31, 2021. LEDC made no principal repayments during the nine months ended January 31, 2021. 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 January 31, 2021 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. The Company capitalized no interest or fees related to this loan during the three months ended January 31, 2021 and interest and fees of $27,000 during the nine months ended January 31, 2021. The total book value of the property mortgaged pursuant to this loan was $761,000 as of January 31, 2021. At January 31, 2021, LEDC was in compliance with the financial covenants contained in the loan documentation.

·Hawk Site Subdivision.

oIn 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. There was no outstanding principal on the loan as of January 31, 2021. MHEDC made principal repayments of $2,139,000 during the nine months ended January 31, 2021; MHEDC made no principal repayments during the year ended April 30, 2020. The interest rate on the loan at January 31, 2021 was 4.5%. The Company capitalized interest and fees related to this loan of $2,000 and $7,000 during the three and nine months ended January 31, 2021. The total book value of the property mortgaged pursuant to this loan was $2,602,000 as of January 31, 2021. At January 31, 2021, MHEDC was in compliance with the financial covenants contained in the loan documentation.

In January 2021, Mountain Hawk West Development Company LLC (“MHWDC”), a subsidiary of the Company, 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 MHWDC and BOKF, with respect to certain planned residential lots within the Hawk Site subdivision located in Rio Rancho, New Mexico. Pursuant to a Guaranty Agreement entered into by ASW in favor of BOKF, ASW guaranteed MHWDC’s obligations under each of the above agreements.

§Initial Available Principal: Pursuant to the loan documentation BOKF agrees to lend up to $2,700,000 to MHWDC on a non-revolving line of credit basis to partially fund the development of certain planned residential lots within the Hawk Site subdivision. The outstanding principal amount of the loan was $30,000 as of January 31, 2021.

§Repayments: MHWDC made no principal repayments during the nine months ended January 31, 2021. MHWDC is required to make periodic principal repayments of borrowed funds not previously repaid as follows: $1,033,600 on or before October 21, 2022, $760,050 on or before January 21, 2023, $760,050 on or before April 21, 2023 and $146,300 on or before July 21, 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 July 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 as of January 31, 2021 was 3.75%.

§Lot Release Price: BOKF is required to release the lien of its mortgage on any lot upon MHWDC making a principal payment of $35,250 or $48,650 depending on the size of the lot.

MHWDC 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: MHWDC’s failure to make principal, interest or other payments when due; the failure of MHWDC or ASW to observe or perform their respective covenants under the loan documentation; the representations and warranties of MHWDC or ASW being false; the insolvency or bankruptcy of MHWDC 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 thethen outstanding principal amount and all other obligations under the loan immediately due andnotes payable. MHWDC incurred customary costs and expenses and paid certain fees to BOKF in connection with the loan. The Company capitalized no interest or fees related to this loan during the three and nine months ended January 31, 2021. The total book value of the property mortgaged pursuant to this loan was $1,298,000 as of January 31, 2021. At January 31, 2021, MHWDC was in compliance with the financial covenants contained in 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 January 31, 2021. LFV made no principal repayments during the nine months ended January 31, 2021 or during the year ended April 30, 2020. The interest rate on the loan at January 31, 2021 was 3.04%. The Company capitalized no interest or fees related to this loan during the three months ended January 31, 2021 and $23,000 during the nine months ended January 31, 2021. The total book value of the property mortgaged pursuant to this loan was $2,850,000 as of January 31, 2021. At January 31, 2021, LFV was in compliance with the financial covenants contained in the loan documentation.

·Meso AM Subdivision.

oAcquisition 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 $5,480,000 as of January 31, 2021. At January 31, 2021, LF was in compliance with the financial covenants contained in the loan documentation.

oDevelopment 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 January 31, 2021. LF made no principal repayments during the nine months ended January 31, 2021. The interest rate on the loan at January 31, 2021 was 3.75%. The Company capitalized interest and fees related to this loan of $8,000 and $11,000 during the three and nine months ended January 31, 2021. The total book value of the property mortgaged pursuant to this loan was $5,480,000 as of January 31, 2021. At January 31, 2021, LF was in compliance with the financial covenants contained in the loan documentation.


Refer to Note 8Notes 6 and 19 to the consolidated financial statements contained in the 20202021 Form 10-K for additional detail about each of the above notes payable.

The note payable identified as “Hawk Site U37” was terminated in October 2021. The outstanding principal amount of the note payable identified as “Lavender Fields – acquisition” was prepaid in full without penalty in June 2021 following expired or terminated financing facilities:

·Lomas Encantadas Subdivision.

oIn December 2017, BOKF provided a non-revolving line of credit to LEDC. The initial available principal amount of the loan was $4,750,000. During the nine months ended January 31, 2020, 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.

oIn June 2019, BOKF provided a non-revolving line of credit to LEDC. The initial available principal amount of the loan was $2,475,000. LEDC made principal repayments of $1,643,000 during the nine months ended January 31, 2021 and $675,000 during the year ended April 30, 2020. The Company capitalized interest and fees related to this loan of $16,000 and $8,000 for the nine months ended January 31, 2021 and January 31, 2020 and $5,000 for the three months January 31, 2020. The loan was terminated in January 2021.

·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 nine months ended January 31, 2020, 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.

·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 Company made no principal repayments during the nine months ended January 31, 2021 or during the year ended April 30, 2020. The Company accrued interest in the amount of $2,000 related to this loan during the nine months ended Januarythe parties agreeing to reduce the outstanding principal amount by $45,000, which was recognized as Other income during the six months ended October 31, 2021. During the three months ended January 31, 2021, the Company received notice of forgiveness pursuant to the terms of the program of the entire principal amount of the loan and all accrued interest. The Company recognized this gain on debt forgiveness in Other income during the three and nine months ending January 31, 2021.

The following table summarizes the notes payable scheduled principal repayments subsequent to JanuaryOctober 31, 2021 with respect to the outstanding financing facilities as of January 31, 2021:(in thousands):

Fiscal Year Scheduled Payments
(in thousands)
 

    

Scheduled Payments

2021 $936 
2022  1,866 

$

0

2023  101 

 

504

2024  72 

 

5,498

2025  75 
Thereafter  2,211 
Total $5,261 

$

6,002

14

9

(8)       (7)          REVENUES

Land sale revenues. Land sale revenues consist of:

  Three Months Ended
January 31,
  Nine months Ended
January 31,
 
  2021  2020  2021  2020 
             
  (in thousands)  (in thousands) 
Land sale revenues - New Mexico $5,957  $3,812  $17,970  $11,626 
Land sale revenues - corporate  -   665   -   665 
  $5,957  $4,477  $17,970  $12,291 

Substantially all of the land sale revenues in New Mexico were received from four3 customers for the ninethree and six months ended JanuaryOctober 31, 2021 and January 31, 2020 and also4 customers for the three and six months ended JanuaryOctober 31, 2020. There were 0 outstanding receivables from these customers as of October 31, 2021 and Januaryor October 31, 2020. Corporate land sale

Building sales and other revenues resulted from the sale. Building sales and other revenues consist of two undeveloped properties(in thousands):

    

Three Months ended October 31,

    

Six Months ended October 31,

2021

2020

2021

2020

Sale of building

$

6,750

$

$

6,750

$

Oil and gas royalties

40

25

175

36

Public improvement district reimbursements

 

15

 

69

 

239

 

244

Private infrastructure reimbursement covenants

 

31

 

245

 

83

 

378

Miscellaneous other revenues

 

115

 

189

 

610

 

589

$

6,951

$

528

$

7,857

$

1,247

The Company owned a 143,000 square foot warehouse and office facility located in Palm Coast, Florida during the three and ninesix months ended JanuaryOctober 31, 2020.

Home sale revenues. Home sale revenues are from homes constructed2021, which was leased to a third party through August 2020 and sold bya portion of which was leased to the Company in the Albuquerque metropolitan area. Home sale revenues were received from six and seven customerssame third party after August 2020. Sale of building during the three months and ninesix months ended JanuaryOctober 31, 2021.

Rental revenues. Rental revenues consist2021 consisted of rent received from tenants at the Company’ssale of this 143,000 square foot warehouse and office buildingsfacility 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:

  Three Months Ended
January 31,
  Nine months Ended
January 31,
 
  2021  2020  2021  2020 
             
  (in thousands)  (in thousands) 
Oil & gas royalties $46  $499  $82  $499 
Private infrastructure reimbursement covenants  84   -   462   231 
Public improvement district reimbursements  110   26   354   26 
Miscellaneous other revenues  320   171   407   171 
  $560  $696  $1,305  $927 

October 2021.

Refer to Note 97 to the consolidated financial statements contained in the 20202021 Form 10-K for additional detail about each category of building sales and 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 the nine months ended 2021 related to this lease.

Miscellaneous other revenues for the three and ninesix months ended JanuaryOctober 31, 2021 primarily consistconsisted of rent received from a tenant at a building in Palm Coast, Florida and tenants at a shopping center in Albuquerque,New Mexico, payments for impact fee credits, a non-refundable option payment and sale of equipment. Miscellaneous other revenue for the three and six months ended October 31, 2020 primarily consisted of rent received from a tenant at a building in Palm Coast, Florida, payments for impact fee credits and for installationa land condemnation.

Major customers:

There were 3 customers with revenues in excess of 10% of the Company’s revenues during the three months ended October 31, 2021. The revenues for each such customer during the three months ended October 31, 2021 were as follows: $3,700,000, $2,400,000 and $1,700,000, with each of these revenues reported in the Company’s land development business segment.
There were 3 customers with revenues in excess of 10% of the Company’s revenues during the six months ended October 31, 2021. The revenues for each such customer during the six months ended October 31, 2021 were as follows: $6,700,000, $3,700,000 and $3,400,000, with each of these revenues reported in the Company’s land development business segment.
There were 4 customers with revenues in excess of 10% of the Company’s revenues during the three months ended October 31, 2020. The revenues for each such customer during the three months ended October 31, 2020 were as follows: $2,900,000, $2,600,000, $1,600,000 and $1,450,000, with each of these revenues reported in the Company’s land development business segment.
There were 4 customers with revenues in excess of 10% of the Company’s revenues during the six months ended October 31, 2020. The revenues for each such customer during the six months ended October 31, 2020 were as follows: $4,800,000, $2,600,000, $2,400,000 and $2,000,000, with each of these revenues reported in the Company’s land development business segment.

(8)          COST OF REVENUES

Building sales and other cost of telecommunications equipment in subdivisions. Miscellaneous other revenues forduring the three and ninesix months ended JanuaryOctober 31, 2020 primarily2021 consist of forfeited depositsthe sale of a 143,000 square foot warehouse and non-refundable option payments.office facility located in Palm Coast, Florida.

10

(9)          LAND SALE COST OF REVENUES

Land sale cost of revenues consist of:

  Three Months Ended
January 31,
  Nine months Ended
January 31,
 
  2021  2020  2021  2020 
             
  (in thousands)  (in thousands) 
Land sale cost of revenues - New Mexico $2,916  $3,076  $12,028  $9,502 
Land sale cost of revenues - corporate  -   477   -   477 
  $2,916  $3,553  $12,028  $9,979 


(10)       GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expensesconsist of(in thousands):

 Three Months Ended
January 31,
  Nine months Ended
January 31,
 
 2021  2020  2021  2020 
            
 (in thousands) (in thousands) 

    

Three Months ended October 31,

    

Six Months ended October 31,

2021

2020

2021

2020

Land development $829  $564  $1,826  $1,826 

$

677

$

665

$

1,261

$

1,271

Homebuilding  137   -   368   12 

 

212

 

118

 

399

 

231

Corporate  376   494   2,112   4,907 

 

368

 

740

 

783

 

1,465

 $1,342  $1,058  $4,306  $6,745 

$

1,257

$

1,523

$

2,443

$

2,967

Corporate general and administrative expenses included a non-cash pre-tax pension settlement charge of $2,929,000 in the nine months ended January 31, 2020, due to the Company’s defined benefit pension plan paying an aggregate of $7,280,000 in lump sum payouts of pension benefits to former employees. No such settlement expense was incurred in 2021.

(11)       (10)          BENEFIT PLANS

Pension Plan

plan

Refer to Note 11 to the consolidated financial statements contained in the 20202021 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 recognizedrecorded, net of tax, other comprehensive income of $270,000$67,000 and $2,378,000 for the nine months ended January 31, 2021 and January 31, 2020 and $90,000 and $77,000 for$90,000 during the three months ended JanuaryOctober 31, 2021 and JanuaryOctober 31, 2020 relatedand $133,000 and $180,000 during the six months ended October 31, 2021 and October 31, 2020 to a decrease inaccount for the Company’snet 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 did not make any contributions to the pension plan during the three and six months ended October 31, 2021. The Company made voluntary contributions to the pension plan of $1,847,000 during the ninethree and six months ended January 31, 2021 and $3,600,000 during the nine months ended JanuaryOctober 31, 2020.

Equity Compensation Plan

compensation plan

Refer to Note 11 to the consolidated financial statements contained in the 20202021 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 eachsummary of the ninerestricted share award activity during the six months ended JanuaryOctober 31, 2021 and January 31, 2020. Duringpresented below represents the nine months ended January 31, 2021 and January 31, 2020, 12,834maximum number of shares and 14,833 shares of restricted common stock previously issued under the Equity Plan vested. As of January 31, 2021 and January 31, 2020, 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 six months ended October 31, 2021

13,000

Vested during the six months ended October 31, 2021

(20,500)

Forfeited during the six months ended October 31, 2021

0

Non-vested as of October 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 $27,000$31,000 and $83,000 for the nine months ended January 31, 2021 and January 31, 2020 and $20,000 and $29,000 for$25,000 during the three months ended JanuaryOctober 31, 2021 and JanuaryOctober 31, 2020 and $47,000 and $54,000 during the six months ended October 31, 2021 and October 31, 2020. As of JanuaryOctober 31, 2021 and JanuaryOctober 31, 2020, there was $53,000$137,000 and $105,000$73,000 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 the resignation of a director in September 2020, the Company (i) issued 12,411 shares of common stock in October 2020 pursuant to an equivalent number of deferred common share units previously issued to such director and (ii) paid $20,000 in September 2020 to such director in lieu of issuance of deferred common share units earned for calendar year 2020. The Company recognized

Director compensation non-cash expense, related towhich is recognized for the expected annual grant of deferred common share units expected to be issued to non-employee members of the Company’s Board of Directors of $57,500ratably over the director’s service in office during the calendar year, was $22,000 and $60,000 for$21,000 during the ninethree months ended JanuaryOctober 31, 2021 and JanuaryOctober 31, 2020 and $15,000$45,000 and $20,000$35,000 during the six months ended October 31, 2021 and October 31, 2020. As of October 31, 2021, there was $75,000 of accrued compensation expense

11

related to the deferred stock units expected to be issued in December 2021. As of October 31, 2020, there was $82,000 of accrued compensation expense related to the deferred stock units issued in December 2020.

(11)          OTHER INCOME

Other income for the three months ended JanuaryOctober 31, 2021 and January 31, 2020.


(12)       INTEREST (EXPENSE) INCOME, NET

Interest (expense) income, net consists of:

  Three Months Ended
 January 31,
  Nine months Ended
January 31,
 
  2021  2020  2021  2020 
             
  (in thousands)  (in thousands) 
Interest income on savings $2  $26  $10  $127 
Interest income on notes  -   -   1   - 
Interest on deferred purchase price  -   32   -   196 
Interest expense  (23)  -   (38)  - 
  $(21) $58  $(27) $323 

Refer to Note 2 to the consolidated financial statements contained in the 2020 Form 10-Kconsisted of $30,000 received for detail regarding the deferred purchase price with respect to a former business segmentlife insurance policy for a retired executive of the Company.

(13)       OTHER INCOME

Other income consists of:

  Three Months Ended
January 31,
  Nine months Ended
January 31,
 
  2021  2020  2021  2020 
             
  (in thousands)  (in thousands) 
Settlement payment $-  $-  $650  $- 
Forgiveness of debt  300   -   300   - 
  $300  $-  $950  $- 

Settlement Payment. Other income for the ninesix months ended JanuaryOctober 31, 2021 includedconsisted of $185,000 received in connection with a bankruptcy of a warranty provider, $45,000 of debt forgiveness with respect to the note payable identified as “Lavender Fields – acquisition” in Note 6 above and $30,000 received for a life insurance policy for a retired executive of the Company. Other income for the six months ended October 31, 2020 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 20202021 Form 10-K for detail regarding the former business segment of the Company. During the nine months ended January 31, 2021, 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.agreement).

Forgiveness of Debt. Other income for the three and nine months ended January 31, 2021 included income from forgiveness of debt with respect to the loan received by the Company pursuant to the Paycheck Protection Program administered by the U.S. Small Business Administration. Refer to Note 7 of the notes to these consolidated financial statements for detail regarding this debt forgiveness.

(12)         (14)       STOCK REPURCHASES

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 was authorized to repurchase its common stock from time to time, in amounts, at prices, and at such times as the Company deemed appropriate, subject to market conditions, legal requirements and other considerations. The Company’s repurchases could be executed using open market purchases, unsolicited or solicited privately negotiated transactions or other transactions, and could be 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 could be suspended, modified or terminated at any time without prior notice. The share repurchase program did not contain a time limitation during which repurchases were 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. 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.

12

(15)       TREASURY STOCK(13)         

During the three months ended January 31, 2021, 225,250 shares of common stock of the Company held as treasury stock were retired and returned to the status of authorized but unissued shares of common stock.

(16)        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 January 31, 2021 (a):                
Revenues $6,531  $1,262  $71  $7,864 
                 
Net income (loss) $2,284  $35  $(226) $2,093 
Provision for income taxes  483   7   220   710 
Interest expense, net (b)  20   -   1   21 
Depreciation  17   -   137   154 
EBITDA (c) $2,804  $42  $132  $2,978 
Capital expenditures $-  $3  $0  $3 
                 
Three months ended January 31, 2020 (a):                
Revenues $4,508  $-  $779  $5,287 
                 
Net income (loss) $2,469  $-  $(2,131) $338 
Provision for income taxes  101   -   295   396 
Interest income, net (b)  (5)  -   (53)  (58)
Depreciation  30   -   88   118 
EBITDA (c) $2,595  $-  $(1,801) $794 
Capital expenditures $-  $-  $13  $13 
                 
Nine months ended January 31, 2021 (a):                
Revenues $19,376  $1,464  $486  $21,326 
                 
Net income (loss) $4,684  $(116) $(1,084) $3,484 
Provision (benefit) for income taxes  810   (44)  409   1,175 
Interest expense (income), net (b)  30   -   (3)  27 
Depreciation  40   -   384   424 
EBITDA (c) $5,564  $(160) $(294) $5,110 
Capital expenditures $-  $3  $-  $3 
Total assets as of January 31, 2021 $76,580  $1,916  $17,498  $95,892 
                 
                 
Nine months ended January 31, 2020 (a):                
Revenues $12,553  $-  $1,461  $14,014 
                 
Net income (loss) $1,684  $-  $(3,711) $(2,027)
Benefit for income taxes  (125)  -   (235)  (360)
Interest income, net (b)  (19)  -   (304)  (323)
Depreciation  13   -   368   381 
EBITDA (c) $1,553  $-  $(3,882) $(2,329)
Capital expenditures $5  $-  $13  $18 
Total assets as of January 31, 2020 $68,259  $-  $29,055  $97,314 

    

Land 

    

    

    

Development

Homebuilding

Corporate

Consolidated

Three months ended October 31, 2021 (a)

 

  

 

  

 

  

 

  

Revenues

$

8,745

$

689

$

6,802

$

16,236

Net income

 

1,612

 

12

 

1,702

 

3,326

Provision for income taxes

 

263

 

1

 

801

 

1,065

Interest income, net (b)

 

1

 

0

 

1

 

2

Depreciation

 

0

 

0

 

100

 

100

EBITDA (c)

$

1,876

$

13

$

2,604

$

4,493

Capital expenditures

$

0

$

10

$

0

$

10

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 income (expense), net (b)

 

(13)

 

0

 

1

 

(12)

Depreciation

 

8

 

0

 

124

 

132

EBITDA (c)

$

2,001

$

(90)

$

(674)

$

1,237

Capital expenditures

$

0

$

0

$

0

$

0

Six months ended October 31, 2021 (a)

Revenues

$

17,206

$

2,639

$

6,898

$

26,743

Net income

 

3,418

 

190

 

1,355

 

4,963

Provision for income taxes

 

589

 

37

 

827

 

1,453

Interest income, net (b)

 

0

 

0

 

1

 

1

Depreciation

 

0

 

0

 

204

 

204

EBITDA (c)

$

4,007

$

227

$

2,387

$

6,621

Capital expenditures

$

0

$

11

$

0

$

11

Total assets as of October 31, 2021

$

88,231

$

3,357

$

13,321

$

104,909

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 income (expense), net (b)

 

(11)

 

0

 

5

 

(6)

Depreciation

 

22

 

0

 

248

 

270

EBITDA (c)

$

2,737

$

(203)

$

(414)

$

2,120

Capital expenditures

$

0

$

3

$

0

$

3

Total assets as of October 31, 2020

$

76,777

$

1,494

$

17,449

$

95,720


(a)Revenue and net income information provided for eachthe land development business segment mayinclude certain amounts classified as home sale revenues, home sale cost of revenues and building sales 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 rental revenuesbuilding sales and other revenues in the accompanying consolidated statements of operations. Corporate is net of intercompany eliminations.

(b)Interest expense (income),income, net includesexcludes 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

13

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(14)         SUBSEQUENT EVENTS

In November 2021, the Company operated in primarily one business segment: the real estate business.

(17)        SUBSEQUENT EVENTS

In February 2021, ASW entered into a Loan Agreementan employment agreement with BOKF. The Loan AgreementChristopher V. Vitale. Mr. Vitale is evidenced by a Revolving Linethe President and Chief Executive Officer of Credit Promissory Note and is secured by a Line of Credit Mortgage, Security Agreement and Fixture Filing, between ASW and BOKF, with respectthe Company. Pursuant to a 298-acre property within the Paseo Gateway subdivision located in Rio Rancho, New Mexico.

employment agreement,

·Available Principal: PursuantMr. Vitale will serve as the President and Chief Executive Officer of the Company for a base salary of not less than the rate in effect immediately before the date of such agreement, which results in a base salary of $335,000 per year.
The parties agreed to provisions relating to vacation, paid-time-off, office location, confidentiality, invention assignment, non-competition and non-solicitation.
Upon any termination of Mr. Vitale’s employment, the Company will pay and issue to Mr. Vitale any earned but unpaid base salary, the dollar value equivalent of the number of days of vacation and paid-time-off earned but not used, unreimbursed business expenses, unpaid bonus previously awarded by the Company and vested benefits, equity awards or payments (excluding any severance benefits or payments) payable or issuable under any policy or plan of the Company or under any equity award agreement or other arrangement between the Company and Mr. Vitale.
Upon any termination of Mr. Vitale’s employment due to the loan documentation, BOKF agreesdeath of Mr. Vitale, the Company will pay to lend upMr. Vitale’s executors, administrators or personal representatives, an amount equal to $4,000,000 to ASW on a revolving line of credit basishis then-annual base salary which he would otherwise have earned for general corporate purposes.the month in which he dies and for three months thereafter.

·Repayments: The outstanding principalUpon any termination of Mr. Vitale’s employment by Mr. Vitale for Good Reason or the Company without Cause and delivery by Mr. Vitale of a release of claims to the Company, the Company will pay or provide to Mr. Vitale (a) a lump sum amount equal to 200% of the loan may be prepaid at any time without penalty.highest of (i) Mr. Vitale’s annual base salary in effect immediately prior to the termination date, (ii) Mr. Vitale’s annual base salary in effect on the date 210 days prior to the termination date or (iii) in the event the termination of Mr. Vitale’s employment was for Good Reason, Mr. Vitale’s annual base salary in effect prior to the event constituting Good Reason; and (b) all restricted stock, stock options and other outstanding equity grants with respect to the Company that are held by Mr. Vitale immediately prior to the termination date will become fully vested and, as applicable, fully exercisable as of the termination date.

·Maturity Date: The loan is scheduledFor purposes of the employment agreement, the term “Good Reason” means any of the following actions taken by the Company without Mr. Vitale’s consent: a diminution in base salary of more than 5 percent; the removal of Mr. Vitale as the President and Chief Executive Officer of the Company; a material diminution in Mr. Vitale’s authority, duties or responsibilities as the President and Chief Executive Officer of the Company; assigning any material new duties or responsibilities to matureMr. Vitale in February 2024.addition to those normally associated with his role as President and Chief Executive Officer of the Company; the Company ceasing to be a company subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or ceasing to have its common stock traded on an exchange registered as a national securities exchange under Section 6 of the Securities Exchange Act of 1934, as amended; a requirement that Mr. Vitale relocate his office other than as permitted by the employment agreement; or the failure of the Company to observe or perform any of its obligations to Mr. Vitale under the employment agreement.

·Interest Rate: Interest on the outstanding principal amountFor purposes of the loan is payable monthlyemployment agreement, the term “Cause” means the failure of Mr. Vitale to observe or perform (other than by reason of illness, injury, disability or incapacity) any of the material terms or provisions of the employment agreement, conviction of a felony or other crime involving moral turpitude, misappropriation of funds of the Company, the commission of an act of dishonesty by Mr. Vitale resulting in or intended to result in wrongful personal gain or enrichment at the expense of the Company or a material breach (other than by reason of illness, injury, disability or incapacity) of any written employment or other policy of the Company.
Upon any termination of Mr. Vitale’s employment in connection with a long-term disability, by Mr. Vitale for Good Reason or by the Company without Cause, the Company will pay to Mr. Vitale a lump sum cash payment equal to 200% of the annual rate

14

cost of medical and other health care benefits for Mr. Vitale, his spouse and his other dependents and an amount equal to the London Interbank Offered Rateestimated federal, state and local income and FICA taxes related thereto.
Payments under the employment agreement may be adjusted as a result of section 409A and section 280G of the Internal Revenue Code of 1986, as amended.
In the event Mr. Vitale is made, or threatened to be made, a party to any legal action or proceeding, whether civil or criminal, including any governmental or regulatory proceeding or investigation, by reason of the fact that Mr. Vitale is or was a director or senior officer of the Company, the Company will defend, indemnify and hold harmless Mr. Vitale, and the Company will promptly pay or reimburse Mr. Vitale’s related expenses to the fullest extent contemplated or permitted from time to time by applicable law and required by the Company’s Certificate of Incorporation. During Mr. Vitale’s employment with the Company and after termination of any such employment for any reason, the Company will cover Mr. Vitale under the Company’s directors’ and officers’ insurance policy applicable to other officers and directors according to the terms of such policy, but in no event for a thirty-day interest period plus a spread of 3.0%, adjusted monthly, subjecttime to a minimum interest rate of 3.75%.exceed six years after the termination date.

ASW made certain representationsIn November 2021, the Company granted Mr. Vitale an option to purchase 50,000 shares of common stock of the Company under the Equity Plan with an exercise price of $14.24 per share, which was the closing price on the New York Stock Exchange on the date of grant. The option will become exercisable for 100% of the option shares on November 1, 2026 if Mr. Vitale is employed by, or providing service to, the Company on such date. Subject to the definitions in the Equity Plan, in the event (a) Mr. Vitale has a termination of employment with the Company on account of death or disability, (b) the Company terminates Mr. Vitale’s employment with the Company for any reason other than cause or (c) of a change in control, then the option will become immediately exercisable for 100% of the option shares. The option has a term of ten years from the date of grant and warranties in connection with this loan and is required to comply with various covenants, reporting requirements and other customary requirements for similar loans, includingterminates at the loan having a zero balance for two periodsexpiration of fifteen consecutive days during each calendar year and ASW and its subsidiaries having at least $3.0 millionthat period. The option automatically terminates upon: (i) the expiration of unencumbered and unrestricted cash, cash equivalents and marketable securities in orderthe three month period after Mr. Vitale ceases to be entitledemployed by the Company, if the termination of his employment by Mr. Vitale or the Company is for any reason other than as hereinafter set forth in clauses (ii), (iii) or (iv); (ii) the expiration of the one year period after Mr. Vitale ceases to advances underbe employed by the loan. The loan documentation contains customary eventsCompany on account of defaultMr. Vitale’s disability; (iii) the expiration of the one year period after Mr. Vitale ceases to be employed by the Company, if Mr. Vitale dies while employed by the Company; or (iv) the date on which Mr. Vitale ceases to be employed by the Company, if the termination is for similar financing transactions, including ASW’s failure to make principal, interest or other payments when due;cause. If Mr. Vitale engages in conduct that constitutes cause after Mr. Vitale’s employment terminates, the failureoption immediately terminates. Notwithstanding the foregoing, in no event may the option be exercised after the date that is immediately before the tenth anniversary of ASW to observe or perform its covenants under the loan documentation;date of grant. Except as described above, any portion of the representations and warrantiesoption that is not exercisable at the time Mr. Vitale has a termination of ASW being false; the insolvency or bankruptcy of 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. ASW incurred customary costs and expenses and paid certain fees to BOKF in connectionemployment with the loan.Company immediately terminates.


Item 2.Management’s DiscussionDiscussion 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.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 sectionItem 2 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, 20202021 (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 20212022 and 20202021 are to the fiscal years ending April 30, 20212022 and 2020.

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 20202021 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 20202021 Form 10-K and in Note 1 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.

15

The Company’s critical accounting policies, assumptions and estimates are described in Item 7 of Part II of the 20202021 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 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 20202021 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 ninesix months ended JanuaryOctober 31, 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 JanuaryOctober 31, 2021, the Company recordedhad net income of $2,093,000,$3,326,000, or $0.29$0.45 per diluted share, compared to net income of $338,000,$798,000, or $0.04$0.10 per diluted share, for the three months ended JanuaryOctober 31, 2020. For the ninesix months ended JanuaryOctober 31, 2021, the Company recordedhad net income of $3,484,000,$4,963,000, or $0.44$0.67 per diluted share, compared to a net lossincome of $2,027,000,$1,391,000, or $0.25$0.17 per diluted share, for the ninesix months ended JanuaryOctober 31, 2020.

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

  Three Months Ended
January 31,
  Nine months Ended
January 31,
 
  2021  2020  % Increase
(Decrease)
  2021  2020  % Increase
(Decrease)
 
Land sale revenues                        
Land sale revenues in New Mexico $5,957  $3,812   56% $17,970  $11,626   55%
Corporate land sale revenues  -   665   (a)   -   665   (a) 
   5,957   4,477   33%  17,970   12,291   46%
Home sale revenues  1,261   -   (a)   1,463   -   (a) 
Rental revenues  86   114   (25)%  588   796   (26)%
Other revenue  560   696   (20)%  1,305   927   41%
Total revenues $7,864  $5,287   49% $21,326  $14,014   52%

    

Three Months ended October 31,

    

Six Months ended October 31,

    

% Increase

% Increase

    

2021

    

2020

    

(Decrease)

2021

    

2020

    

(Decrease)

Land sale revenues

$

8,466

$

8,526

 

(1)

%  

$

15,656

$

12,013

 

30

%  

Home sale revenues

 

819

 

202

 

(a)

 

3,230

 

202

 

(a)

Building sales and other revenues

 

6,951

 

528

 

(a)

 

7,857

 

1,247

 

(a)

Total

$

16,236

$

9,256

 

76

%

$

26,743

$

13,462

 

99

%

(a)      Percentage not meaningful.

(a)Percentage not meaningful.

·Land sale revenues for the three and nine months ended JanuaryOctober 31, 2021 were lower than the prior period by $60,000. Land sale revenues for the six months ended October 31, 2021 were higher than the prior period by $3,643,000 primarily due to increased demand for lots by builders. The Company’s land sale revenues were as follows (dollars in thousands):

Three Months ended October 31, 2021

Three Months ended October 31, 2020

    

Acres Sold

    

Revenue

    

Revenue Per Acre1

    

Acres Sold

    

Revenue

    

Revenue Per Acre1

Developed

  

  

  

  

  

  

Residential

 

14.6

$

8,466

$

580

 

17.4

$

8,376

$

481

Commercial

 

 

 

 

0.4

 

134

 

335

Total Developed

 

14.6

$

8,466

$

580

 

17.8

 

8,510

 

478

Undeveloped

 

 

 

 

2.0

 

16

 

8

Total

 

14.6

$

8,466

$

580

 

19.8

$

8,526

$

431

    

Six Months ended October 31, 2021

    

Six Months ended October 31, 2020

    

Acres 

   

    

Revenue

    

    

    

Revenue

Sold

Revenue

 Per Acre1

Acres Sold

Revenue

 Per Acre1

Developed

  

 

  

 

  

  

 

  

 

  

Residential

33.3

$

15,656

$

470

25.1

$

11,863

$

473

Commercial

 

 

0.4

 

134

 

335

Total Developed

33.3

$

15,656

$

470

25.5

 

11,997

 

470

Undeveloped

 

 

2

 

16

 

8

Total

33.3

$

15,656

$

470

27.5

$

12,013

$

437

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

16

The change in the average selling price per acre of developed residential land for the three months ended October 31, 2021 compared to the three months ended October 31, 2020 and for the six months ended October 31, 2021 compared to the six months ended October 31, 2020 was primarily due to the location and mix of lots sold.

Home sale revenues for the three and six months ended October 31, 2021 were higher than the prior periods by $1,480,000$617,000 and $5,679,000, primarily$3,028,000 due to increased demand for lots by builders offset by revenuethe expansion of $665,000 from the sale of two undeveloped properties in Palm Coast, FloridaCompany’s homebuilding operations. The Company closed on 3 homes during the three and nine months ended JanuaryOctober 31, 2020.2021 at an average selling price of $217,000. The Company’s landCompany closed on 11 homes during the six months ended October 31, 2021 at an average selling price of $236,000. As of October 31, 2021, the Company had 42 homes in production, including 26 homes under contract, which homes under contract represented $8,980,000 of expected home sale revenues when closed, subject to customer cancellations and change orders. The decrease in homes sales in New Mexico were as follows (dollars in thousands):the second quarter was due to material and labor shortages.

  Three Months Ended
January 31, 2021
  Three Months Ended
January 31, 2020
 
  Acres
Sold
  Revenue  Revenue
Per Acre
  Acres
Sold
  Revenue  Revenue
Per Acre
 
Developed                        
Residential  10.8  $5,615  $520   8.4  $3,696  $440 
Commercial  -   -   -   -   -   - 
Total Developed  10.8   5,615   520   8.4   3,696   440 
Undeveloped  62.0   342   6   48.9   116   2 
Total  72.8  $5,957  $82   57.3  $3,812  $67 

  Nine months Ended
January 31, 2021
  Nine months Ended
January 31, 2020
 
  Acres
Sold
  Revenue  Revenue
Per Acre
  Acres
Sold
  Revenue  Revenue
Per Acre
 
                   
Developed                        
Residential  35.9  $17,478  $486   26.8  $11,487  $429 
Commercial  0.4   134   335   -   -   - 
Total Developed  36.3   17,612   485   26.8   11,487   429 
Undeveloped  64.0   358   6   52.5   139   3 
Total  100.3  $17,970  $179   79.3  $11,626  $147 


·Home saleBuilding sales and other revenues for the three and ninesix months ended JanuaryOctober 31, 2021 were higher than the prior periods by $1,261,000$6,423,000 and $1,463,000, due to the Company completing its first home$6,610,000. Building sales to customers during 2021. The Company closed on six homes during the three months ended January 31, 2021 at an average selling priceand other revenues consist of $210,000. The Company closed on seven homes during the nine months ended January 31, 2021 at an average selling price of $209,000. As of January 31, 2021, the Company had 21 homes in production, including 6 homes under contract, which homes under contract represented approximately $1,370,000 of expected sales revenue when closed, subject to customer cancellations and change orders.(in thousands):

Three Months ended October 31,

Six Months ended October 31,

    

 

% Increase

    

 

% Increase

    

2021

    

2020

(Decrease)

    

2021

    

2020

(Decrease)

Sale of building

$

6,750

$

(a)

$

6,750

$

(a)

Oil and gas royalties

40

25

60

%

175

36

(a)

Public improvement district reimbursements

 

15

 

69

(a)

 

239

 

244

(2)

%

Private infrastructure reimbursement covenants

 

31

 

245

(87)

%

 

83

 

378

(78)

%

Miscellaneous other revenues

 

115

 

189

(a)

 

610

 

589

(a)

Total

$

6,951

$

528

(a)

$

7,857

$

1,247

(a)

·Rental revenues for the three and nine months ended January 31, 2021 were lower than the prior periods by $28,000 and $208,000 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 months ended January 31, 2021 were lower than the prior period by $136,000. Other revenues for the nine months ended January 31, 2021 were higher than the prior periods by $378,000. Other revenues consisted of:

  Three Months Ended
January 31,
  Nine months Ended
January 31,
 
  2021  2020  2021  2020 
             
  (in thousands)  (in thousands) 
Oil & gas royalties $46  $499  $82  $499 
Private infrastructure reimbursement covenants  84   -   462   231 
Public improvement district reimbursements  110   26   354   26 
Miscellaneous other revenue  320   171   407   171 
  $560  $696  $1,305  $927 

Miscellaneous other revenues for(a)     Percentage not meaningful.

The Company owned a 143,000 square foot warehouse and office facility located in Palm Coast, Florida during the three and ninesix months ended JanuaryOctober 31, 2021, primarilywhich was leased to a third party through August 2020 and a portion of which was leased to the same third party after August 2020. Sale of building during the three and six months ended October 31, 2021 consisted of payments for impact fee creditsthe sale of this 143,000 square foot warehouse and for installation of telecommunications equipmentoffice facility in subdivisions. October 2021.

Miscellaneous other revenues for the three and ninesix months ended JanuaryOctober 31, 2021 primarily consisted of rent received from the tenant of the building in Palm Coast, Florida and tenants at a shopping center in Albuquerque, New Mexico, payments for impact fee credits, a non-refundable option payment and sale of equipment.

The Company owned a 61,000 square foot warehouse and office facility located in Palm Coast, Florida during 2021, which was leased to a third party through August 2020 and which was sold in April 2021. Miscellaneous other revenue for the three and six months ended October 31, 2020 primarily consisted of forfeited depositsrent received from the tenant of the buildings in Palm Coast, Florida, payments for impact fee credits and non-refundable option payments.a land condemnation.

Refer to Note 7 to the consolidated financial statements contained in the 2021 Form 10-K for additional detail about the categories of building sales and other revenues.

17

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

  Three Months Ended
January 31,
  Nine months Ended
January 31,
 
  2021  2020  % Increase
(Decrease)
  2021  2020  % Increase
(Decrease)
 
Land sale costs                        
Cost of land sale revenues in New Mexico $2,916   $3,076   (5)%  $12,028   $9,502   26
Cost of corporate land sale revenues  -   477    (a)   -   477    (a) 
  $2,916   $3,553   (18)%  $12,028   $9,979   21
Home sale costs $1,082   $-    (a)  $1,256   -    (a) 

Three Months ended October 31,

Six Months ended October 31,

    

    

% Increase 

 

    

% Increase 

    

2021

    

2020

    

(Decrease)

 

2021

    

2020

    

(Decrease)

Land sale cost of revenues

$

6,154

$

6,430

 

(10)

%

$

11,765

$

9,109

 

29

%

Home sale cost of revenues

 

629

 

174

 

(a)

 

2,543

 

174

 

(a)

Building sales and other cost of revenues

3,837

(a)

3,837

(a)

(a)

(a)      Percentage not meaningful.

22

·Land sale cost of revenues in New Mexico for the three months ended JanuaryOctober 31, 2021 werewas lower than the prior three month period by $160,000.$276,000. Land sale gross margin was 27% for the three months ended October 31, 2021 compared to 25% for the three months ended October 31, 2020. Land sale cost of revenues in New Mexico for the ninesix months ended JanuaryOctober 31, 2021 werewas higher than the prior nine month period by $2,526,000. The average$2,656,000. Land sale gross profit percentage on land sales in New Mexico before indirect costsmargin was 51% and 33%25% for the three and ninesix months ended JanuaryOctober 31, 2021 compared to 19% and 18%24% for the three and ninesix months ended JanuaryOctober 31, 2020. The profit percentage increase was attributablechanges in gross margin were primarily due to the lower than estimated cost associated with certain completed projectslocation and demand formix 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 profitsmargin 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 ninesix months ended JanuaryOctober 31, 2021 were higher than the prior periods by $1,082,000$455,000 and $1,256,000$2,369,000 due to the Company completing its first home sales to customers during 2021.expansion of the Company’s homebuilding operations. Home sale gross margin wasmargins were 23% and 21% for the three and six months ended October 31, 2021 compared to 14% for each of the three and ninesix months ended JanuaryOctober 31, 2021.2020. The increase in gross margin was primarily due to the location and mix of homes sold and to efficiencies gained during the expansion of the Company’s homebuilding operations.
Building sales and other cost of revenues during the three and six months ended October 31, 2021 consisted of the sale of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida.

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

Three Months ended October 31,

Six Months ended October 31,

    

    

% Increase

 

    

% Increase

2021

2020

(Decrease)

 

2021

    

2020

(Decrease)

Land development

$

677

$

665

 

2

%

$

1,261

$

1,271

 

(1)

%

Homebuilding

 

212

 

118

 

80

%

 

399

 

231

 

73

%

Corporate

 

368

 

740

 

(50)

%

 

783

 

1,465

 

(47)

%

Total

$

1,257

$

1,523

 

(17)

%

$

2,443

$

2,967

 

(18)

%

  Three Months Ended
January 31,
  Nine months Ended
January 31,
 
  2021  2020  % Increase
(Decrease)
  2021  2020  % Increase
(Decrease)
 
Land development $829  $564   47% $1,826  $1,826   - 
Homebuilding  137   -    (a)  368   12    (a)
Corporate  376   494   (24)%  2,112   4,907   (57)%
  $1,342  $1,058   27% $4,306  $6,745   (36)%

(a)Percentage not meaningful.

23

·Land development general and administrative expenses for the three and six months ended JanuaryOctober 31, 2021 were higher than the prior three month prior period by $265,000,$12,000 and lower than the six month prior period by $10,000 primarily due to the allocationallocations of certain common costs from corporate to land development, increased employee hiring and increased health care benefit costs. Land development general and administrative expenses for the nine months ended January 31, 2021 were substantially similar to the prior nine month period.new homebuilding business segment.

·Homebuilding general and administrative expenses for the three and ninesix months ended JanuaryOctober 31, 2021 were higher than the prior periods by $137,000$94,000 and $356,000,$168,000 primarily due to the expansion of the Company’s homebuilding being a new business segment.operations.

·Corporate general and administrative expenses for the three and six months ended JanuaryOctober 31, 2021 were lower than the prior periodperiods by $118,000,$372,000 and $682,000 primarily due to the allocation of costs from corporate to land development. Corporate generalreduced pension benefit expenses and administrative expenses for the nine months ended January 31, 2021 were lower than the prior period by $2,795,000, primarily due to a non-cash pre-tax pension settlement charge of $2,929,000 in the nine months ended January 31, 2020 as a result of the Company’s defined benefit pension plan paying an aggregate of $7,280,000 in lump sum payouts of pension benefits to former employees.professional fees.

Interest (expense) income (expense), net. Interest income (expense), net decreasedincreased to $(21,000)$2,000 and $(27,000)$1,000 for the three and ninesix months ended JanuaryOctober 31, 2021 from $58,000$(12,000) and $323,000$(6,000) for the three and ninesix months ended JanuaryOctober 31, 2020 primarily due to a reduction in interest rates on cash balances andbank fees.

18

Other income. Other income for the eliminationthree months ended October 31, 2021 consisted of $30,000 received for a life insurance policy for a retired executive of the deferred purchase price and interest accrual related theretoCompany. Other income for the six months ended October 31, 2021 consisted of $185,000 received in connection with a bankruptcy of a warranty provider, $45,000 of debt forgiveness with respect to the salenote payable identified as “Lavender Fields – acquisition” in Note 6 above and $30,000 received for a life insurance policy for a retired executive of the Company’s fulfillment services business (refer to Note 2 toCompany. There was no other income for the consolidated financial statements contained in the 2020 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).

three months ended October 31, 2020. Other income of $950,000 for the ninesix months ended JanuaryOctober 31, 20212020 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 20202021 Form 10-K for detail regarding the settlement agreement) and $300,000 of debt forgiveness. Other.

Provision for income of $300,000 for the three months ended January 31, 2021 consisted of debt forgiveness.

taxes. The Company had a provision for income taxes of $710,000$1,065,000 and $1,175,000$1,453,000 for the three and ninesix months ended JanuaryOctober 31, 2021 compared to a provision for income taxes of $396,000$319,000 and $(360,000)$465,000 for the three and ninesix months ended JanuaryOctober 31, 2020. This change is caused by the three and nine months ended January 31, 2021 reporting income in both periods, compared to the three and nine months ended January 31, 2020 reporting a loss for the three month period and income for the nine month period.

LIQUIDITY AND CAPITAL RESOURCES

AMREP Corporation is a holding company that conducts substantially all of its operations through subsidiaries. As a holding company, AMREP Corporation is dependent on its available cash and on cash from subsidiaries to pay expenses and fund operations. The 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. The Company’s liquidity isLand and homebuilding properties generally cannot be sold quickly, and the ability of the Company to sell properties has been and will continue to be affected by many factors, including some that are based on normalmarket 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 some that are related towithin the timeframes the Company has established for each property. The development of additional lots for sale, construction of homes or pursuing other real estate industry andprojects will require financing or other sources of funding, which may not be available on acceptable terms (or at all). If the economy generally.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 20202021 Form 10-K.

Operating Activities

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

    

October 31, 

    

April 30, 

    

% Increase 

 

2021

2021

(Decrease)

 

Real estate inventory

$

61,772

$

55,589

 

11

%

Investment assets, net

 

9,775

 

13,582

 

(28)

%

Other assets

 

1,870

 

645

 

190

%

Deferred income taxes, net

 

1,165

 

2,749

 

(58)

%

Accounts payable and accrued expenses

 

4,758

 

4,458

 

7

%

Taxes payable, net

 

29

 

95

 

(69)

%

Accrued pension costs

 

35

 

476

 

(93)

%

 

  

 

  

 

  

19

Real estate inventory increased from April 30, 2021 to October 31, 2021 by $6,183,000. Real estate inventory consists of (in thousands):

    

October 31, 

    

April 30, 

    

% Increase 

 

2021

2021

(Decrease)

 

Land inventory in New Mexico

$

54,148

$

49,918

 

8

%

Land inventory in Colorado

 

4,009

 

3,975

 

1

%

Homebuilding finished inventory

 

214

 

417

 

(49)

%

Homebuilding construction in process

 

3,401

 

1,279

 

166

%

$

61,772

$

55,589

Land inventory in New Mexico increased from $53,449,000 at April 30, 20202021 to $55,607,000 at JanuaryOctober 31, 2021 by $4,230,000 primarily due to increased land development activity and the acquisition of land land. Homebuilding finished inventory decreased from April 30, 2021 to October 31, 2021 by $203,000 primarily due to the sale of homes offset by the completion of construction of certain homes. Homebuilding construction in process increased from April 30, 2021 to October 31, 2021 by $2,122,000 due to increased homebuilding activity.

Investment assets, net decreased from April 30, 2021 to October 31, 2021 by $3,807,000. Investment assets, net consist of (in thousands):

    

October 31, 

    

April 30, 

    

% Increase 

 

2021

2021

(Decrease)

 

Land held for long-term investment

$

9,775

$

9,775

 

0

%

Building

 

 

10,003

 

(a)

Less accumulated depreciation

 

 

(6,196)

 

(a)

Building, net

 

 

3,807

 

(a)

$

9,775

$

13,582

(a) Percentage not meaningful.

As of April 30, 2021, the building was a 143,000 square foot warehouse and homebuilding construction, offsetoffice facility located in part by landPalm Coast, Florida. In October 2021, the Company sold this 143,000 square foot warehouse and home sales. Duringoffice facility. Depreciation associated with the building was $98,000 and $140,000 for the three months ended JanuaryOctober 31, 2021 and October 31, 2020 and $201,000 and $262,000 for the Company acquired 24 finished residential lots in the Volterra/Juan Tabo Hills Estates subdivision in Albuquerque, New Mexico that are classified as land held for sale within real estate inventory. Investment assets, net increased from $18,644,000 at April 30, 2020 to $18,818,000 at Januarysix months ended October 31, 2021 primarily due to capitalizationand October 31, 2020.

Other assets increased from April 30, 2021 to October 31, 2021 by $1,225,000 primarily due to an increase in property and equipment as a result of the acquisition of a 7,000 square foot office building in Rio Rancho, New Mexico from which the Company’s real estate business operates.
Deferred income taxes, net decreased from April 30, 2021 to October 31, 2021 by $1,584,000 primarily due to use of federal net operating loss carry forwards.
Accounts payable and accrued expenses increased from April 30, 2021 to October 31, 2021 by $300,000 primarily due to an increase of accounts payable partially offset by a reduction in customer deposits.
Taxes payable, net decreased from April 30, 2021 to October 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 October 31, 2021 by $441,000 primarily due to favorable investment results of plan assets. The Company recorded, net of tax, other comprehensive income of $67,000 and $133,000 for the three and six months ended October 31, 2021 and $90,000 and $180,000 for the three and six months ended October 31, 2020 reflecting the change in accrued pension costs during each period net of the related deferred tax and unrecognized prepaid pension amounts.

20


Accounts payable and accrued expenses increased from $3,125,000 at April 30, 2020 to $4,076,000 at January 31, 2021, 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 $3,209,000 at January 31, 2021, primarily due to a voluntary contribution of $1,847,000 to the Company’s defined benefit pension plan.

Financing Activities

Notes payable, net increased from $3,890,000 at$3,448,000 as of April 30, 20202021 to $5,200,000 at January$5,952,000 as of October 31, 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 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 20202021 Form 10-K for additional detail about each ofnotes payable.

Investing Activities

Capital expenditures were $10,000 and $11,000 for the following outstanding financing facilities that were entered into prior to May 1, 2020:

·Revolving Line of Credit. In February 2021, AMREP Southwest Inc. (“ASW”), a subsidiary of the Company, entered into a Loan Agreement with BOKF, NA dba Bank of Albuquerque (“BOKF”). The Loan Agreement is evidenced by a Revolving Line of Credit Promissory Note and is secured by a Line of Credit Mortgage, Security Agreement and Fixture Filing, between ASW and BOKF, with respect to a 298-acre property within the Paseo Gateway subdivision located in Rio Rancho, New Mexico.

oAvailable Principal: Pursuant to the loan documentation, BOKF agrees to lend up to $4,000,000 to ASW on a revolving line of credit basis for general corporate purposes.

oRepayments: The outstanding principal amount of the loan may be prepaid at any time without penalty.

oMaturity Date: The loan is scheduled to mature in February 2024.

oInterest 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%.

ASW made certain representationsthree and warranties in connection with this loan and is required to comply with various covenants, reporting requirements and other customary requirements for similar loans, including the loan having a zero balance for two periods of fifteen consecutive days during each calendar year and ASW and its subsidiaries having at least $3.0 million of unencumbered and unrestricted cash, cash equivalents and marketable securities in order to be entitled to advances under the loan. The loan documentation contains customary events of default for similar financing transactions, including ASW’s failure to make principal, interest or other payments when due; the failure of ASW to observe or perform its covenants under the loan documentation; the representations and warranties of ASW being false; the insolvency or bankruptcy of 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. ASW incurred customary costs and expenses and paid certain fees to BOKF in connection with the loan.

·Lomas Encantadas Subdivision.

oIn June 2019, 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. LEDC made principal repayments of $1,643,000 during the nine months ended Januarysix months ended October 31, 2021 and $675,000 during the year ended April 30, 2020. The Company capitalized interest and fees related to this loan of $16,000 and $8,000 for the nine months ended January 31, 2021 and January 31, 2020 and $5,000 for the three months January 31, 2020. The loan was terminated in January 2021.


oIn 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 ASW 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 $27,000 as of January 31, 2021. LEDC made no principal repayments during the nine months ended January 31, 2021. 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 January 31, 2021 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. The Company capitalized no interest or fees related to this loan during the three months ended January 31, 2021 and interest and fees of $27,000 during the nine months ended January 31, 2021. The total book value of the property mortgaged pursuant to this loan was $761,000 as of January 31, 2021. At January 31, 2021, LEDC was in compliance with the financial covenants contained in the loan documentation.

·Hawk Site Subdivision.

oIn 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. There was no outstanding principal on the loan as of January 31, 2021. MHEDC made principal repayments of $2,139,000 during the nine months ended January 31, 2021; MHEDC made no principal repayments during the year ended April 30, 2020. The interest rate on the loan at January 31, 2021 was 4.5%. The Company capitalized interest and fees related to this loan of $$2,000 and $7,000 during the three and nine months ended January 31, 2021. The total book value of the property mortgaged pursuant to this loan was $2,602,000 as of January 31, 2021. At January 31, 2021, MHEDC was in compliance with the financial covenants contained in the loan documentation.


oIn January 2021, Mountain Hawk West Development Company LLC (“MHWDC”), a subsidiary of the Company, 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 MHWDC and BOKF, with respect to certain planned residential lots within the Hawk Site subdivision located in Rio Rancho, New Mexico. Pursuant to a Guaranty Agreement entered into by ASW in favor of BOKF, ASW guaranteed MHWDC’s obligations under each of the above agreements.

§Initial Available Principal: Pursuant to the loan documentation, BOKF agrees to lend up to $2,700,000 to MHWDC on a non-revolving line of credit basis to partially fund the development of certain planned residential lots within the Hawk Site subdivision. The outstanding principal amount of the loan was $30,000 as of January 31, 2021.

§Repayments: MHWDC made no principal repayments during the nine months ended January 31, 2021. MHWDC is required to make periodic principal repayments of borrowed funds not previously repaid as follows: $1,033,600 on or before October 21, 2022, $760,050 on or before January 21, 2023, $760,050 on or before April 21, 2023 and $146,300 on or before July 21, 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 July 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%.

§Lot Release Price: BOKF is required to release the lien of its mortgage on any lot upon MHWDC making a principal payment of $35,250 or $48,650 depending on the size of the lot.

MHWDC 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: MHWDC’s failure to make principal, interest or other payments when due; the failure of MHWDC or ASW to observe or perform their respective covenants under the loan documentation; the representations and warranties of MHWDC or ASW being false; the insolvency or bankruptcy of MHWDC 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. MHWDC incurred customary costs and expenses and paid certain fees to BOKF in connection with the loan. The Company capitalized no interest or fees related to this loan during the three and nine months ended January 31, 2021. The total book value of the property mortgaged pursuant to this loan was $1,298,000 as of January 31, 2021. At January 31, 2021, MHWDC was in compliance with the financial covenants contained in 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 January 31, 2021. LFV made no principal repayments during the nine months ended January 31, 2021 or during the year ended April 30, 2020. The interest rate on the loan at January 31, 2021 was 3.04%. The Company capitalized no interest or fees related to this loan during the three months ended January 31, 2021 and $23,000 during the nine months ended January 31, 2021. The total book value of the property mortgaged pursuant to this loan was $2,850,000 as of January 31, 2021. At January 31, 2021, LFV was in compliance with the financial covenants contained in the loan documentation.

·Meso AM Subdivision.

oAcquisition 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 $5,480,000 as of January 31, 2021. At January 31, 2021, LF was in compliance with the financial covenants contained in the loan documentation.

oDevelopment 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 January 31, 2021. LF made no principal repayments during the nine months ended January 31, 2021. The interest rate on the loan at January 31, 2021 was 3.75%. The Company capitalized interest and fees related to this loan of $8,000 and $11,000 during the three and nine months ended January 31, 2021. The total book value of the property mortgaged pursuant to this loan was $5,480,000 as of January 31, 2021. At January 31, 2021, LF was in compliance with the financial covenants contained in 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 Company made no principal repayments during the nine months ended January 31, 2021 or during the year ended April 30, 2020. The Company accrued interest in the amount of $2,000 related to this loan during the nine months ended January 31, 2021. During the three months ended January 31, 2021, the Company received notice of forgiveness pursuant to the terms of the program of the entire principal amount of the loan and all accrued interest.

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 was authorized to repurchase its common stock from time to time, in amounts, at prices, and at such times as the Company deemed appropriate, subject to market conditions, legal requirements and other considerations. The Company’s repurchases could be executed using open market purchases, unsolicited or solicited privately negotiated transactions or other transactions, and could be 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 could be suspended, modified or terminated at any time without prior notice. The share repurchase program did not contain a time limitation during which repurchases were 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. 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 for each of the three and ninesix months ended January 31, 2021 compared to $4,000 and $18,000 for the three and nine months ended JanuaryOctober 31, 2020 primarily reflecting purchases of office furniture and computer equipment.

for technology upgrades during each period.

Environmental and Regulatory Matters

Government restrictions, standards or regulations intended to reduce greenhouse gas emissions or potential climate change impacts may result in restrictions on land development or homebuilding in certain areas and may increase energy, transportation or raw material costs, which could reduce the Company’s profit margins and adversely affect the Company’s results of operations. Weather conditions and natural disasters can harm the Company. The occurrence of natural disasters or severe weather conditions can delay or increase costs of land development, home construction and home closings, adversely affect the cost or availability of materials or labor or damage homes or land development under construction. The Company is also subject to a significant number and variety of local, state and federal laws and regulations concerning protection of health, safety, labor standards and the environment. These matters may result in delays, may cause the Company to incur substantial compliance, remediation, mitigation and other costs, and can prohibit or severely restrict land development and homebuilding activity in environmentally sensitive areas.

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)(9) the timing of recognizing unrecognized compensation expense related to shares of common stock issued under the AMREP Corporation 2016 Equity Compensation Plan, (9)(10) the future issuance of deferred common sharestock units to directors of the Company and (10)(11) the future business conditions that may be experienced by the Company.

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

21

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Vice President, Finance and Accounting, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. As a result of such evaluation, the Company’s Chief Executive Officer and Vice President, Finance and Accounting have concluded that such disclosure controls and procedures were effective as of JanuaryOctober 31, 2021 to provide reasonable assurance that the information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Vice President, Finance and Accounting, as appropriate, to allow timely decisions regarding disclosure. The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

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

30 

22

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 January 31, 2021:

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)
 
November 1, 2020 – November 30, 2020  143,482(2) $6.18   -   324,384 
December 1, 2020 – December 31, 2020  -   -   -   - 
January 1, 2021 – January 31, 2021  -   -   -   - 
Total  143,482  $6.18   -   - 

(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. Under the share repurchase program, the Company was authorized to repurchase its common stock from time to time, in amounts, at prices, and at such times as the Company deemed appropriate, subject to market conditions, legal requirements and other considerations. The Company’s repurchases could be executed using open market purchases, unsolicited or solicited privately negotiated transactions or other transactions, and could be 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 could be suspended, modified or terminated at any time without prior notice. The share repurchase program did not contain a time limitation during which repurchases were 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.

(2)      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. 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

31

Item 66..Exhibits

Exhibit
Number
Description

10.1

Exhibit
Number

Development Loan Agreement, dated as of January 21, 2021, between BOKF, NA dba Bank of Albuquerque and Mountain Hawk West Development Company LLC. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed January 25, 2021)

Description

10.2

31.1

Non-Revolving Line of Credit Promissory Note, dated January 21, 2021, by Mountain Hawk West Development Company LLC in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed January 25, 2021)
10.3

Mortgage, Security Agreement and Financing Statement, dated as of January 21, 2021, between BOKF, NA dba Bank of Albuquerque and Mountain Hawk West Development Company LLC. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed January 25, 2021)

10.4Guaranty Agreement, dated as of January 21, 2021, made by AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed January 25, 2021)
10.5Loan Agreement, dated as of February 3, 2021, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed February 3, 2021)
10.6Revolving Line of Credit Promissory Note, dated February 3, 2021, by AMREP Southwest Inc. in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed February 3, 2021)
10.7Line of Credit Mortgage, Security Agreement and Fixture Filing, dated as of February 3, 2021, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed February 3, 2021)
31.1Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2

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

32

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

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

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


23

SIGNATURESIGNATUR

E

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

Date: March 11,December 8, 2021

AMREP CORPORATION
(Registrant)

By:  

By:

/s/ Adrienne M. Uleau

Name: Adrienne M. Uleau

Title: Vice President, Finance and Accounting
     (Principal

(Principal Accounting Officer)

33

24

EXHIBIT INDEX

Exhibit

Number

Description

10.1

31.1

Development Loan Agreement, dated as of January 21, 2021, between BOKF, NA dba Bank of Albuquerque and Mountain Hawk West Development Company LLC. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed January 25, 2021)
10.2

Non-Revolving Line of Credit Promissory Note, dated January 21, 2021, by Mountain Hawk West Development Company LLC in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed January 25, 2021)

10.3Mortgage, Security Agreement and Financing Statement, dated as of January 21, 2021, between BOKF, NA dba Bank of Albuquerque and Mountain Hawk West Development Company LLC. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed January 25, 2021)
10.4Guaranty Agreement, dated as of January 21, 2021, made by AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed January 25, 2021)
10.5Loan Agreement, dated as of February 3, 2021, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed February 3, 2021)
10.6Revolving Line of Credit Promissory Note, dated February 3, 2021, by AMREP Southwest Inc. in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed February 3, 2021)
10.7Line of Credit Mortgage, Security Agreement and Fixture Filing, dated as of February 3, 2021, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed February 3, 2021)
31.1Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2

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

32

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

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

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


25