~~(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 8~~The 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 that~~its 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~~.
o In February 2020, Sandia Laboratory Federal Credit Union (“SLFCU”) provided a revolving line of credit to Mountain Hawk East Development Company LLC (“MHEDC”), a subsidiary of the Company. The initial available principal amount of the loan was $3,000,000, subject to certain limitations. 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 and~~notes 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~~.
o ~~Acquisition Financing~~: The acquisition of the Meso AM subdivision in Bernalillo County, New Mexico in June 2020 by Lavender Fields, LLC (“LF”), a subsidiary of the Company, included $1,838,000 of deferred purchase price, of which $919,000 is payable without interest on or before June 2021 and $919,000 is payable without interest on or before June 2022. The total book value of the property mortgaged to secure payment of a note reflecting the deferred purchase price was $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.
o ~~Development Financing~~. In June 2020, BOKF provided a non-revolving line of credit to LF. The initial available principal amount of the loan was $3,750,000. The outstanding principal amount of the loan was $852,000 as of 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 8~~Notes 6 and 19 to the consolidated financial statements contained in the ~~2020~~2021 Form 10-K for additional detail about each of the above notes payable.
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~~.
o In 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.
o In 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 ~~January~~October 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 ~~four~~3 customers for the ~~nine~~three and six months ended ~~January~~October 31, 2021 and ~~January 31, 2020 and also~~4 customers for the three and six months ended ~~January~~October 31, 2020. There were 0 outstanding receivables from these customers as of October 31, 2021 ~~and January~~or 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 ~~nine~~six months ended ~~January~~October 31, ~~2020.~~
~~Home sale revenues. Home sale revenues are from homes constructed~~2021, which was leased to a third party through August 2020 and ~~sold by~~a portion of which was leased to the ~~Company in the Albuquerque metropolitan area. Home sale revenues were received from six and seven customers~~same third party after August 2020. Sale of building during the three ~~months~~ and ~~nine~~six months ended ~~January~~October 31, ~~2021.~~
~~Rental revenues. Rental revenues consist~~2021 consisted of ~~rent received from tenants at~~ the ~~Company’s~~sale of this 143,000 square foot warehouse and office ~~buildings~~facility 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 ~~2020~~2021 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 ~~nine~~six months ended ~~January~~October 31, 2021 primarily ~~consist~~consisted 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 installation~~a 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 ~~for~~during the three and ~~nine~~six months ended ~~January~~October 31, ~~2020 primarily~~2021 consist of ~~forfeited deposits~~the sale of a 143,000 square foot warehouse and ~~non-refundable option payments.~~office facility located in Palm Coast, Florida.

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(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 ~~2020~~2021 Form 10-K for detail regarding the Company’s defined benefit pension plan. The Company recognizes the known changes in the funded status of the pension plan in the period in which the changes occur through other comprehensive income, net of the related deferred income tax effect. The Company ~~recognized~~recorded, net of tax, other comprehensive income of ~~$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 ~~January~~October 31, 2021 and ~~January~~October 31, 2020 ~~related~~and $133,000 and $180,000 during the six months ended October 31, 2021 and October 31, 2020 to ~~a decrease in~~account for the ~~Company’s~~net effect of changes to the unfunded portion of pension ~~liability, net of tax.~~liability. The Company funds the pension plan in compliance with IRS funding requirements. The Company 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 ~~nine~~three and six months ended ~~January 31, 2021 and $3,600,000 during the nine months ended January~~October 31, 2020.
Equity ~~Compensation Plan~~
compensation plan
Refer to Note 11 to the consolidated financial statements contained in the ~~2020~~2021 Form 10-K for detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “Equity Plan”). The ~~Company issued 9,000 shares of restricted common stock under the Equity Plan during each~~summary of the ~~nine~~restricted share award activity during the six months ended ~~January~~October 31, 2021 ~~and January 31, 2020. During~~presented below represents the ~~nine months ended January 31, 2021 and January 31, 2020, 12,834~~maximum 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 ~~January~~October 31, 2021 and ~~January~~October 31, 2020 and $47,000 and $54,000 during the six months ended October 31, 2021 and October 31, 2020. As of ~~January~~October 31, 2021 and ~~January~~October 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 to~~which 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 $57,500~~ratably over the director’s service in office during the calendar year, was $22,000 and ~~$60,000 for~~$21,000 during the ~~nine~~three months ended ~~January~~October 31, 2021 and ~~January~~October 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

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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 ~~January~~October 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-K~~consisted of $30,000 received for ~~detail regarding the deferred purchase price with respect to~~ a ~~former business segment~~life 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 ~~nine~~six months ended ~~January~~October 31, 2021 ~~included~~consisted 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 ~~2020~~2021 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.

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~~(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 ~~each~~the land development business segment ~~may~~include 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 revenues~~building sales and other revenues in the accompanying consolidated statements of operations. Corporate is net of intercompany eliminations.
(b) Interest ~~expense (income),~~income, net ~~includes~~excludes inter-segment interest expense (income) that is eliminated in consolidation.
(c) The Company uses EBITDA (which the Company defines as income (loss) before net interest ~~expense,~~income, income taxes, depreciation

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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 Agreement~~an employment agreement with ~~BOKF. The Loan Agreement~~Christopher V. Vitale. Mr. Vitale is ~~evidenced by a Revolving Line~~the 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 respect~~the Company. Pursuant to ~~a 298-acre property within~~ the ~~Paseo Gateway subdivision located in Rio Rancho, New Mexico.~~

employment agreement,

·●

~~Available Principal: Pursuant~~Mr. 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 agrees~~death of Mr. Vitale, the Company will pay to ~~lend up~~Mr. Vitale’s executors, administrators or personal representatives, an amount equal to ~~$4,000,000 to ASW on a revolving line of credit basis~~his 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 principal~~Upon 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 scheduled~~For 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 ~~mature~~Mr. 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 amount~~For purposes of the ~~loan is payable monthly~~employment 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~~

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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 Rate~~estimated 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, subject~~time to ~~a minimum interest rate of 3.75%.~~exceed six years after the termination date.
~~ASW made certain representations~~In 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, including~~terminates at the ~~loan having a zero balance for two periods~~expiration of ~~fifteen consecutive days during each calendar year and ASW and its subsidiaries having at least $3.0 million~~that period. The option automatically terminates upon: (i) the expiration of ~~unencumbered and unrestricted cash, cash equivalents and marketable securities in order~~the three month period after Mr. Vitale ceases to be ~~entitled~~employed by the Company, if the termination of his employment by Mr. Vitale or the Company is for any reason other than as hereinafter set forth in clauses (ii), (iii) or (iv); (ii) the expiration of the one year period after Mr. Vitale ceases to ~~advances under~~be employed by the ~~loan. The loan documentation contains customary events~~Company on account of ~~default~~Mr. Vitale’s disability; (iii) the expiration of the one year period after Mr. Vitale ceases to be employed by the Company, if Mr. Vitale dies while employed by the Company; or (iv) the date on which Mr. Vitale ceases to be employed by the Company, if the termination is for ~~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 ~~failure~~option immediately terminates. Notwithstanding the foregoing, in no event may the option be exercised after the date that is immediately before the tenth anniversary of ~~ASW to observe or perform its covenants under~~ the ~~loan documentation;~~date of grant. Except as described above, any portion of the ~~representations and warranties~~option 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 ~~Discussion~~Discussion and Analysis of Financial Condition and Results of Operations
INTRODUCTION
AMREP Corporation (the “Company”), through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign ~~sales.~~sales or activities outside the United States. All references to the Company in this quarterly report on Form 10-Q include the Registrant and its subsidiaries. The following provides information that management believes is relevant to an assessment and understanding of the Company’s consolidated results of operations and financial condition. The information contained in this ~~section~~Item 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, ~~2020~~2021 (the ~~“2020~~“2021 Form 10-K”). Many of the amounts and percentages presented in this Item 2 have been rounded for convenience of presentation. Unless the context otherwise indicates, all references to ~~2021~~2022 and ~~2020~~2021 are to the fiscal years ending April 30, ~~2021~~2022 and ~~2020.~~
2021.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Management’s discussion and analysis of financial condition and results of operations is based on the accounting policies used and disclosed in the ~~2020~~2021 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of the ~~2020~~2021 Form 10-K and in Note 1 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.

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The Company’s critical accounting policies, assumptions and estimates are described in Item 7 of Part II of the ~~2020~~2021 Form 10-K. There have been no changes in these critical accounting policies.

The significant accounting policies of the Company are described in Note 1 to the consolidated financial statements contained in the 2020 Form 10-K and in Note 1 to the consolidated financial statements included in this report on Form 10-Q. Information concerning the Company’s implementation and the impact of recent accounting standards or updates issued by the Financial Accounting Standards Board is included in the notes to the consolidated financial statements contained in the ~~2020~~2021 Form 10-K and in the notes to the consolidated financial statements included in this report on Form 10-Q. The Company did not adopt any accounting policy in the ~~nine~~six months ended ~~January~~October 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 ~~January~~October 31, 2021, the Company ~~recorded~~had 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 ~~January~~October 31, 2020. For the ~~nine~~six months ended ~~January~~October 31, 2021, the Company ~~recorded~~had net income of ~~$3,484,000,~~$4,963,000, or ~~$0.44~~$0.67 per diluted share, compared to a net ~~loss~~income of ~~$2,027,000,~~$1,391,000, or ~~$0.25~~$0.17 per diluted share, for the ~~nine~~six months ended ~~January~~October 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 ~~January~~October 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.

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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 revenue~~the expansion of ~~$665,000 from~~ the ~~sale of two undeveloped properties in Palm Coast, Florida~~Company’s homebuilding operations. The Company closed on 3 homes during the three ~~and nine~~ months ended ~~January~~October 31, ~~2020.~~2021 at an average selling price of $217,000. The ~~Company’s land~~Company 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 sale~~Building sales and other revenues for the three and ~~nine~~six months ended ~~January~~October 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 price~~and 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 ~~nine~~six months ended ~~January~~October 31, 2021, ~~primarily~~which 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 credits~~the sale of this 143,000 square foot warehouse and ~~for installation of telecommunications equipment~~office facility in ~~subdivisions.~~ October 2021.
Miscellaneous other revenues for the three and ~~nine~~six months ended ~~January~~October 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 deposits~~rent 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.

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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 ~~January~~October 31, 2021 ~~were~~was 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 ~~nine~~six months ended ~~January~~October 31, 2021 ~~were~~was 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 costs~~margin was ~~51% and 33%~~25% for the ~~three and nine~~six months ended ~~January~~October 31, 2021 compared to ~~19% and 18%~~24% for the ~~three and nine~~six months ended ~~January~~October 31, 2020. The ~~profit percentage increase was attributable~~changes in gross margin were primarily due to the ~~lower than estimated cost associated with certain completed projects~~location and ~~demand for~~mix of lots ~~by builders resulting in higher revenue per developed lot.~~sold. As a result of many factors, including the nature and timing of specific transactions and the type and location of land being sold, revenues, average selling prices and related ~~average~~ gross ~~profits~~margin from land sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods.
·● Home sale cost of revenues for the three and ~~nine~~six months ended ~~January~~October 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 was~~margins were 23% and 21% for the three and six months ended October 31, 2021 compared to 14% for each of the three and ~~nine~~six months ended ~~January~~October 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 ~~January~~October 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 ~~allocation~~allocations 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 ~~nine~~six months ended ~~January~~October 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 ~~January~~October 31, 2021 were lower than the prior ~~period~~periods by ~~$118,000,~~$372,000 and $682,000 primarily due to ~~the allocation of costs from corporate to land development. Corporate general~~reduced 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 $7,280,000 in lump sum payouts of pension benefits to former employees.professional fees.
Interest ~~(expense)~~ income (expense), net. Interest income (expense), net ~~decreased~~increased to ~~$(21,000)~~$2,000 and ~~$(27,000)~~$1,000 for the three and ~~nine~~six months ended ~~January~~October 31, 2021 from ~~$58,000~~$(12,000) and ~~$323,000~~$(6,000) for the three and ~~nine~~six months ended ~~January~~October 31, 2020 primarily due to a reduction in ~~interest rates on cash balances and~~bank fees.

Table of Contents

Other income. Other income for the ~~elimination~~three 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 thereto~~Company. 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 ~~sale~~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’s fulfillment services business (refer to Note 2 to~~Company. 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 ~~nine~~six months ended ~~January~~October 31, ~~2021~~2020 consisted of a settlement payment of $650,000 from a former business segment ~~of the Company~~ (refer to Note 23 to the consolidated financial statements contained in the ~~2020~~2021 Form 10-K for detail regarding the settlement agreement) ~~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 ~~nine~~six months ended ~~January~~October 31, 2021 compared to a provision for income taxes of ~~$396,000~~$319,000 and ~~$(360,000)~~$465,000 for the three and ~~nine~~six months ended ~~January~~October 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 is~~Land and homebuilding properties generally cannot be sold quickly, and the ability of the Company to sell properties has been and will continue to be affected by ~~many factors, including some that are based on normal~~market conditions. The ability of the Company to generate cash flow from operations is primarily dependent upon its ability to sell the properties it has selected for disposition at the prices and ~~some that are related to~~within the timeframes the Company has established for each property. The development of additional lots for sale, construction of homes or pursuing other real estate ~~industry and~~projects 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 ~~2020~~2021 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)
%

Table of Contents

●

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, ~~2020~~2021 to ~~$55,607,000 at January~~October 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, offset~~office facility located in ~~part by land~~Palm Coast, Florida. In October 2021, the Company sold this 143,000 square foot warehouse and ~~home sales. During~~office facility. Depreciation associated with the building was $98,000 and $140,000 for the three months ended ~~January~~October 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 capitalization~~and 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.

Table of costs related to the construction of a single tenant retail building, offset in part by depreciation. Other assets increased from $934,000 at April 30, 2020 to $1,225,000 at January 31, 2021, primarily due to an increase in prepaid expenses.Contents

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, ~~2020~~2021 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 ~~2020~~2021 Form 10-K for additional detail about ~~each of~~notes 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.

~~Available 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.~~

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

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

~~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%.

~~ASW made certain representations~~three 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~~.

In 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.

In September 2020, LEDC entered into a Development Loan Agreement with BOKF. The Development Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory Note and is secured by a Mortgage, Security Agreement and Financing Statement, between LEDC and BOKF with respect to certain planned residential lots within the Lomas Encantadas subdivision located in Rio Rancho, New Mexico. Pursuant to a Guaranty Agreement entered into by 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.~~

~~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~~.

In February 2020, Sandia Laboratory Federal Credit Union (“SLFCU”) provided a revolving line of credit to Mountain Hawk East Development Company LLC (“MHEDC”), a subsidiary of the Company. The initial available principal amount of the loan was $3,000,000, subject to certain limitations. 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.~~

~~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~~.

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

~~Development Financing~~. In June 2020, BOKF provided a non-revolving line of credit to LF. The initial available principal amount of the loan was $3,750,000. The outstanding principal amount of the loan was $852,000 as of 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 ~~nine~~six months ended ~~January 31, 2021 compared to $4,000 and $18,000 for the three and nine months ended January~~October 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 share~~stock 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.

Table of Contents

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 ~~January~~October 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

Table of Contents

PART II. OTHER INFORMATION
~~Item 2~~.~~Unregistered Sales of Equity Securities and Use of Proceeds~~
The following table sets forth all purchases made by or on behalf of the Company or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) under the Exchange Act, of shares of common stock of the Company made during each month within the three months ended 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)
~~10.4~~ Guaranty 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)
~~10.5~~ Loan 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)
~~10.6~~ Revolving 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)
~~10.7~~ Line 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)
~~31.1~~ Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2

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

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

Inline XBRL Instance Document
101.SCH

Inline XBRL Taxonomy Extension Schema
101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB

Inline XBRL Taxonomy Extension Label Linkbase
101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase
104

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

Table of Contents

~~SIGNATURE~~SIGNATUR
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

Table of Contents

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)
~~10.3~~ 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)
~~10.4~~ Guaranty 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)
~~10.5~~ Loan 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)
~~10.6~~ Revolving 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)
~~10.7~~ Line 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)
~~31.1~~ Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2

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

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

Inline XBRL Instance Document
101.SCH

Inline XBRL Taxonomy Extension Schema
101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB

Inline XBRL Taxonomy Extension Label Linkbase
101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase
104

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

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


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

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

~~AMREP CORPORATION AND SUBSIDIARIES~~		PAGE NO.

~~INDEX~~

		~~PAGE~~ ~~NO.~~

PART I. FINANCIAL INFORMATION		1

Item 1.	Financial Statements	1

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

	Consolidated Statements of Operations (Unaudited) Three and Six Months Ended ~~January~~October 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 ~~Nine~~Six Months Ended ~~January~~October 31, 2021 and 2020	4

	Consolidated Statements of Shareholders’ Equity (Unaudited) Three and Six Months Ended ~~January~~October 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) ~~Nine~~Six Months Ended ~~January~~October 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 Proceeds~~6.	31Exhibits	23

~~Item 6. Exhibits~~SIGNATURE		32 24

~~SIGNATURE~~		33

EXHIBIT INDEX		34 25

	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

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

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


	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

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

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

	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


	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

	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

	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


				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


	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	$	—

	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


	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


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


	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



		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

	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


	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	%


	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

	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

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		-		-

~~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)
~~10.4~~	Guaranty 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)
~~10.5~~	Loan 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)
~~10.6~~	Revolving 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)
~~10.7~~	Line 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)
~~31.1~~	Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
32		Certification required pursuant to 18 U.S.C. Section 1350
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

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)

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)
~~10.3~~	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)
~~10.4~~	Guaranty 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)
~~10.5~~	Loan 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)
~~10.6~~	Revolving 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)
~~10.7~~	Line 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)
~~31.1~~	Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
32		Certification required pursuant to 18 U.S.C. Section 1350
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)