The following table provides a reconciliation of the carrying amounts of components of pretax income or loss of the discontinued operations to the amounts reported in the accompanying statements of operations (in thousands):

For the three months ended:

The following table provides the total operating and investing cash flows of the discontinued operations for the periods in which the results of operations of the discontinued operations are presented in the accompanying statements of operations (in thousands):

For the three months ended:

Receivables, net consist of the following (in thousands):

Refer to Item 1 of Part I of the 2015 Form 10-K for detail about the buyer promissory note and line of credit issued in connection with the sale of the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services business.

During the first quarter of 2016,2017, revenues from one major customer of the Company’s Fulfillment Services business totaled $1,230,000$1,284,000 or 12.8%10.5% of total revenues for the Company. As of August 31, 2015,2016, the Company’s Fulfillment Services business had $433,000$416,000 of outstanding accounts receivable from this customer. This major customer has given the Company’s Fulfillment Services business notice that a significant portion of its business will be transferred to another provider during 2017.

Investment assets, net consist of the following (in thousands):

Land held for long-term investment represents property located in areas that are not planned to be developed in the near term and thus has not been offered for sale. As of July 31, 2016, the Company held approximately 12,000 acres of land in New Mexico classified as land held for long-term investment.

At April 30, 2016, Other included an approximately 2,200 square foot, single tenant retail commercial building on property owned by the AMREP Southwest in Rio Rancho, New Mexico. In the first quarter of 2017, the Company sold this property (see Note 8).

Property, plant and equipment, net consist of the following (in thousands):

Intangible and otherOther assets net consist of the following (in thousands):

Customer contracts and relationships are amortized on a straight line basis over twelve years. Deferred order entry costs represent costs incurred in connection with the data entry of customer subscription information to database files and are charged directly to operations generally over a twelve month period.

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

The July 31, 20152016 accounts payable net and accrued expenses total includesincluded customer postage deposits of $4,140,000,$3,702,000, accrued expenses of $1,852,000,$2,031,000, trade payables of $986,000$707,000 and other of $1,848,000.$1,173,000. The April 30, 20152016 accounts payable net and accrued expenses total includesincluded customer postage deposits of $4,832,000,$3,947,000, accrued expenses of $1,142,000,$1,998,000, trade payables of $1,641,000$837,000 and other of $2,669,000.$1,671,000.

Notes payable consist of the following (in thousands):

Real Estate Loan

AMREP Southwest has a loan from a company owned by Nicholas G. Karabots, a significant shareholder of the Company and in which another director of the Company has a 20% participation. The loan had an outstanding principal amount of $13,782,000$6,483,000 at July 31, 2015,2016, is scheduled to mature on December 1, 2017, bears interest payable monthly at 8.5% per annum and is secured by a mortgage on all real property of AMREP Southwest in Rio Rancho, New Mexico and by a pledge of the stock of its subsidiary, Outer Rim Investments, Inc. The total book value of the real property collateralizing the loan was approximately $63,944,000$57,413,000 as of July 31, 2015.2016. The loan may be prepaid at any time without premium or penalty except if the prepayment is in connection with the disposition of AMREP Southwest or substantially all of its assets. No payments of principal are required until maturity, except that the following amounts are required to be applied to the payment of the loan: (a) 25% of the net cash proceeds from any sales of real property by AMREP Southwest and (b) 25% of any royalty payments received by AMREP Southwest under the oil and gas lease described in Note 8.

Other Notes Payable

Other notes payable consistA subsidiary of AMREP Southwest had a loan agreement with U.S. Bank National Association for the construction of a 2,200 square foot, single tenant retail building in Rio Rancho, New Mexico. The loan was scheduled to mature on October 31, 2016, bore interest payable monthly on the outstanding principal amount at 0.5% plus the prime rate, was secured by a mortgage note payable with anon the real property of approximately one acre where construction of the building had occurred, contained customary events of default, representations, warranties and covenants for a loan of this nature and was guaranteed by AMREP Southwest. As of April 30, 2016, the outstanding principal balance of $4,057,000 on a warehousethe loan was $555,000. In the first quarter of 2017, this property was sold and the outstanding loan balance was satisfied with a maturity date of February 2018 and an interest rate of 6.35%. The amount of Other notes payable due within one year totals $130,000.

PNC Credit Facility

The Company’s Fulfillment Services business had a revolving credit and security agreement with PNC Bank, N.A. (the “PNC Credit Facility”). The PNC Credit Facility expired by its terms on August 12, 2015. There were no borrowings duringproceeds from the quarter ended July 31, 2015 and no balance outstanding at the end of the quarter. At July 31, 2015, the borrowers were in compliance with the covenants of the PNC Credit Facility.sale.

ReferDuring the quarter ended July 31, 2016, the Company sold a single tenant retail commercial building in Rio Rancho, New Mexico, which resulted in a pre-tax gain of $1,496,000.

In addition, refer to Item 8 of Part II ofNote 11 to the 2015consolidated financial statements contained in the 2016 Form 10-K for detail about the Oil and Gas Lease and the Addendum thereto with Thrust Energy, Inc. and Cebolla Roja, LLC. No royalties under the Lease were received during the first quarter of 2016.2017. Revenue from this transaction is being recorded over the lease term and approximately $57,000 was recognized during the first quarterquarters of 20162017 and none for the same period of 2015, which is included in Other revenues in the accompanying financial statements.2016. At July 31, 2015,2016, there remained $701,000was $474,000 of deferred revenue.revenue remaining to be recognized in future periods.

Refer to Item 8 of Part II of the 2015 Form 10-K for detail about a lease agreement for a warehouse facility owned by El Dorado Utilities, Inc. in Fairfield, Ohio. The amount of deferred rent revenue in connection with the lease totaled $1,013,000 and $1,042,000 at July 31, 2015 and April 30, 2015. The credit related to the amortization of the deferred rent revenue is accounted for as a reduction of general and administrative expenses for real estate operations and corporate in the accompanying financial statements and totaled $29,000 for both quarters ending July 31, 2015 and 2014.

The Financial Instruments Topic of the Financial Accounting Standards Board Accounting Standards Codification requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The Topic excludes all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following methods and assumptions are used in estimating fair value disclosure for financial instruments. Theinstruments: the carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments.

The Company did not have any long-term, fixed-rate notes receivables at July 31, 20152016 or April 30, 2015.2016. The estimated fair valuesvalue of the Company’s long-term, fixed-rate notesnote payable were $16,236,000was $5,875,000 and $16,365,000$11,102,000 compared with carrying amounts of $17,839,000$6,483,000 and $18,090,000$12,384,000 at July 31, 20152016 and April 30, 2015.2016.

Retirement plan

The Company has a defined benefit retirement plan for which accumulated benefits were frozen and future service credits were curtailed as of March 1, 2004. The Company has secured $5,019,000 of accrued pension-related obligations with first lien mortgages on certain real property in favor of the Pension Benefit Guaranty Corporation (the “PBGC”). On an annual basis, the Company is required to provide updated appraisals on each mortgaged property and, if the appraised value of the mortgaged properties is less than two times the amount of the accrued pension-related obligations secured by the mortgages, the Company is required to make a payment to its pension plan in an amount equal to one-half of the amount of the shortfall. During the first quarter of 2016, the Company substituted certain real property subject to the first lien mortgage in favor of the PBGC. During the first quarter of 2016,2017, there was no change in the appraised value of the mortgaged property that required the Company to make any additional payments to its pension plan.

Equity compensation plan

The Company issued 3,00012,000 shares of restricted common stock under the AMREP Corporation 2006 Equity Compensation Plan (the “Equity Plan”)during the first quarter of 2016.2017. During the first quarter of 2016, 4,0002017, 5,000 shares of common stock previously issued under the Equity Planvested leaving 27,00026,000 shares issued under the Equity Plan that havehad not vested as of July 31, 2015.2016.For the first quarter of 20162017 and 2015,2016, the Company recognized $21,000$15,000 and $36,000$21,000 of compensation expense related to the restrictedshares of common stock issued.As ofJuly 31, 20152016, there was $69$76,000,000of total unrecognized compensation expense related to shares of common stock issued under the Equity Plan which had not vested as of that date, which is expected to be recognized over the remaining vesting term not to exceed three years.

During the first quarter of 2015, the Company and certain of its subsidiaries entered into a settlement agreement with a significant customer, Heinrich Bauer (USA) LLC. As a result of the settlement agreement, the Company recognized a pretax gain of $11,155,000, which is included in the results of discontinued operations in the accompanying financial statements for 2015. Refer to Item 1 of Part I of the 2015 Form 10-K for additional detail about the settlement agreement.

During the first quarter of 2015, the Company’s Fulfillment Services business recognized a $925,000 impairment charge relating to the discontinuance of the development of certain software. The impairment charge included previously capitalized software costs, internal labor costs and third party consulting costs.

The following tables set forth summarized data relative to the industry segments in which the Company operated (other than with respect to discontinued operations) for the three month periods ended July 31, 20152016 and 20142015 (in thousands).:

INTRODUCTION

AMREP Corporation (the “Company”), through its subsidiaries, is primarily engaged in two business segments: the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries and the Fulfillment Services business operated by Palm Coast Data LLC (“Palm Coast”) and its subsidiary, FulCircle Media, LLC (“FulCircle”). Dataaffiliates. Information concerning industry segments is set forth in Note 1311 of the notes to the consolidated financial statements included in this report on Form 10-Q. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company’s foreign sales and activities are not significant.

Prior to February 9, 2015, the Company had been engaged in the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services business. On February 9, 2015, the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services business were sold. In addition, prior to April 10, 2015, the Company had also been engaged in the Staffing Services business. On April 10, 2015, the Staffing Services business was sold. The Newsstand Distribution Services business, the Product Packaging and Fulfillment Services business and the Staffing Services business have been classified as “discontinued operations” in the Company’s financial statements. Financial information from prior periods has been reclassified to conform to this presentation. Refer to Item 1 of Part I of the Company’s annual report on Form 10-K for the year ended April 30, 2015, which was filed with the SEC on July 29, 2015 (the “2015 Form 10-K”), for more detail about the sale of the Newsstand Distribution Services business, the Product Packaging and Fulfillment Services business and the Staffing Services business.

The following provides information that management believes is relevant to an assessment and understanding of the Company’s consolidated results of operations and financial condition. The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q and with the 20152016 Form 10-K. Many of the amounts and percentages presented in this section have been rounded for convenience of presentation. Unless otherwise qualified, all references to 20162017 and 20152016 are to the fiscal years ending April 30, 20162017 and 20152016 and all references to the first quarter and first three months of 20162017 and 20152016 mean the fiscal three month periodperiods ended July 31, 20152016 and 2014.2015.

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 20152016 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 20152016 Form 10-K. 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.

The critical accounting policies, assumptions and estimates are described in Item 7 of Part II of the 20152016 Form 10-K. There have been no changes in these accounting policies.

The significant accounting policies of the Company are described in Note 1 to the consolidated financial statements contained in the 20152016 Form 10-K. Information concerning the Company’s implementation and the impact of recent accounting standards issued by the Financial Accounting Standards Board is included in the notes to the consolidated financial statements contained in the 20152016 Form 10-K.10-K and the unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q. The Company did not adopt any accounting policy in the first quarter of 20162017 that had a material impact on its consolidated financial statements.

RESULTS OF OPERATIONS

Continuing Operations

For the first quarter of 2016,2017, the Company’s continuing operationsCompany recorded net income of $630,000, or $0.08 per share, compared to a net loss of $1,179,000, or $0.15 per share, compared to a net loss of $636,000 or $0.08 per share, for the first quarter of 2015.2016. Revenues from continuing operations were$9,575,00012,208,000 for the first quarter of 20162017 compared to $12,321,000$9,575,000 for the same period in the prior year.

Revenues from land sales at AMREP Southwest were $2,720,000 for the first quarter of 2017 compared to $110,000 for the same period of 2016. For the first quarters of 2017 and 2016, the Company’s land sales in New Mexico were as follows:

The average gross profit percentage on land sales was 5% for the first quarter of 2017 compared to 68% for the same period of 2016. The reduced profit percentage was attributable to the mix of lots sold, with 2017 sales being primarily developed lots with lower profit margins compared to 2016 where sales were primarily higher margin undeveloped lots. As a result of many factors, including the nature and timing of specific transactions and the type and location of land being sold, revenues, average selling prices and related average gross profits from land sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods.

Revenues from the Company’s Fulfillment Services operations decreased from $11,909,000$9,181,000 for the first quarter of 20152016 to $9,181,000$7,828,000 for the same period in 2016.2017. The decrease in revenues was due in part to lower revenues in 2016 of $1,438,000were attributable to reduced business volumes from a significant customer that changed fulfillment service providers,existing customers, certain price concessions on renewed contracts and which consisted largely of contract termination fees that had little or no operating expenses associated with them.lost business. Magazine publishers are the principal customers of the Company’s Fulfillment Services operations, and these customers have continued to be negatively impacted by increased competition from new media sources, alternative technologies for the distribution, storage and consumption of media content, weakness in advertising revenues and increases in paper costs, printing costs and postal rates. The result has been reduced subscription sales, which has caused publishers to close some magazine titles, change subscription fulfillment providers and seek more favorable terms from Palm Coast and its competitors when contracts are up for bid or renewal. One customer of the Fulfillment Services business whose revenues were 10.5% of the total Company revenues for the first quarter of 2017 has given notice that a significant portion of its business will be transferred to another provider during 2017. Operating expenses for Fulfillment Services decreased from $9,392,000$8,780,000 for the first quarter of 20152016 to $8,780,000$6,673,000 for the same period in 2016,2017, primarily attributable to lower payroll and benefits, as well as lower facilities and equipment expenses. In addition, duringsupplies expense, resulting from reduced business volumes.

Other revenues increased from $284,000 for the first quarterthree months of 2015,2016 to $1,660,000 for the Fulfillment Services business recorded a non-cash impairment chargesame period of $925,0002017. The increase in other revenues was primarily due to the discontinuancesale of the developmenta retail commercial property by AMREP Southwest, which resulted in a pre-tax gain of certain software. This impairment charge included previously capitalized software costs, internal labor costs and third party consulting costs. Should the adverse Fulfillment Services business conditions continue, the Fulfillment Services business may experience future impairment charges related to its long-lived assets.

Revenues$1,496,000. Other operating expenses increased from the Company’s Real Estate land sales were $110,000$347,000 for the first quarter of 2016 compared to $384,000$370,000 for the same period of 2015. For the first quarters of 2016 and 2015, the Company’s land sales in New Mexico were as follows:

The average gross profit percentage on land sales was 68% for the first quarter of 2016 compared to 42% for the same period of 2015. As a result of many factors, including the nature and timing of specific transactions and the type and location of land being sold, revenues, average selling prices and related average gross profits from land sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods.

Other revenues increased from $28,000 for the first three months of 2015 to $284,000 for the same period of 2016. Other revenues consist primarily of revenues from the rental of a warehouse in Fairfield, Ohio and also from an oil and gas lease entered into by AMREP Southwest and one its subsidiaries during the second quarter of 2015. Refer to Item 8 of Part II of the 2015 Form 10-K for further detail regarding the oil and gas lease.

Other operating expenses decreased from $441,000 for the first quarter of 2015 to $347,000 for the same period of 2016,2017, primarily due to reduced real estate taxesincreased professional and land maintenanceconsulting costs at AMREP Southwest and its subsidiaries.Southwest.

General and administrative expenses of Fulfillment Services operations decreased from $1,107,000$865,000 for the first quarter of 20152016 to $865,000$353,000 for the same period of 2016,2017, primarily due to lower payrollreduced amortization of intangible assets, which were determined to be impaired at April 30, 2016 and benefit costs.their carrying value was written down at April 30, 2016, significantly reducing the amortization of these assets from 2016 to 2017. Real estate operations and corporate general and administrative expenses increaseddecreased from $827,000$1,019,000 in the first quarter of 20152016 to $1,019,000$1,002,000 for the same period in 2016, primarily due to increased pension costs resulting from the Company’s corporate office having assumed responsibility in 2016 for the pension expense related to the discontinued operations.2017.

Interest expense for continuing operations was $379,000$224,000 for the first quarter of 20162017 compared to $392,000$379,000 for the same period of 2015, primarily2016, due to a slightly lower average principal loan balance at AMREP Southwest. Capitalized interest for the first quarter of 2017 was $18,000 compared to none for the same period of the prior year.

The Company’s effective tax rate for continuing operations was 38.1%34.9% for the first quarter of 20162017 compared to 41.8%38.1% for the same period of 2015.2016. The difference between the statutory tax rate and the effective rate of the tax provision in 2017 and the tax benefit in 2016 was primarily due to state income taxes. The total tax effect of gross unrecognized tax benefits in the accompanying financial statements at both July 31, 20152016 and April 30, 20152016 was $58,000, which, if recognized, would have an impact on the effective tax rate. The Company believes it is reasonably possible that the liability for unrecognized tax benefits will not change in the next twelve months.

Discontinued Operations

Prior to fiscal 2016, the Company had been engaged in the Newsstand Distribution Services, Product Packaging and Fulfillment Services and Staffing Services businesses. During 2015, these businesses were sold and the operations of those businesses have been classified as “discontinued operations” in the Company’s financial statements. Financial information for prior periods has been reclassified to conform to this presentation. The net income from discontinued operations for the first quarter of 2015 included a pre-tax gain of $11,155,000 ($7,028,000 after tax, or $0.92 per share) from a settlement agreement in the Newsstand Distribution Services business with a major customer.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sourcesources of funding for working capital requirements isare cash flow from operations.operations and existing cash balances. The Company’s liquidity is affected by many factors, including some that are based on normal operations and some that are related to the industries in which the Company operates and the economy generally. 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 20152016 Form 10-K.

Operating Activities

Receivables, net decreasedincreased from $11,265,000$7,271,000 at April 30, 20152016 to $10,933,000$7,404,000 at July 31, 20152016 primarily due to reduced borrowingsthe timing of accounts receivable collections and offset by the buyers of the Company’s former Newsstand Distribution Services and Product Packaging and Fulfillment Services businesses.lower business volumes at Palm Coast. Accounts payable and accrued expenses decreased from $10,284,000$8,453,000 at April 30, 20152016 to $8,826,000$7,613,000 at July 31, 2015,2016, primarily due to lower business volumes and the timing of payments to vendors.

Real estate inventory increaseddecreased from $66,321,000$61,663,000 at April 30, 20152016 to $66,388,000$59,715,000 at July 31, 2015.2016, primarily due to real estate land sales at AMREP Southwest. Investment assets decreased from $10,326,000 at April 30, 2016 to $9,716,000 at July 31, 2016, primarily due to the sale of a commercial retail property by AMREP Southwest. Property, plant and equipment decreased from $15,763,000$11,997,000 at April 30, 20152016 to $15,467,000$11,677,000 at July 31, 2015,2016, primarily due to normal depreciation of fixed assets.

Other liabilities and deferred revenue decreased from $4,827,000 at April 30, 2015 to $4,766,000 at July 31, 2015, primarily reflecting the amortization of deferred revenue related to the oil and gas lease entered into by AMREP Southwest and one of its subsidiaries during the second quarter of 2015.

Investing Activities

Capital expenditures for continuing operations totaled $82,000$39,000 for the first three months of 20162017 and $377,000$82,000 for the same period of 2015, primarily2016, all for the Fulfillment Services business.

Financing Activities

AMREP Southwest has a loan from a company owned by Nicholas G. Karabots, a significant shareholder of the Company and in which another director of the Company has a 20% participation. The loan had an outstanding principal amount of $13,782,000$6,483,000 at July 31, 2015,2016, is scheduled to mature on December 1, 2017, bears interest payable monthly at 8.5% per annum, and is secured by a mortgage on all real property of AMREP Southwest in Rio Rancho and by a pledge of the stock of its subsidiary, Outer Rim Investments, Inc. The total book value of the real property collateralizing the loan was approximately $63,944,000$57,413,000 as of July 31, 2015.2016. The loan may be prepaid at any time without premium or penalty except if the prepayment is in connection with the disposition of AMREP Southwest or substantially all of its assets. No payments of principal are required until maturity, except that the following amounts are required to be applied to the payment of the loan: (a) 25% of the net cash proceeds from any sales of real property by AMREP Southwest and (b) 25% of any royalty payments received by AMREP Southwest under the oil and gas lease entered into by AMREP Southwest and one of its subsidiaries duringdescribed in Note 8 in the second quarter of 2015.notes to the consolidated financial statements included in this report on Form 10-Q. At July 31, 2015,2016, AMREP Southwest was in compliance with the covenants of the loan facility.loan.

Other notes payable consistA subsidiary of AMREP Southwest had a loan agreement with U.S. Bank National Association for the construction of a 2,200 square foot, single tenant retail building in Rio Rancho, New Mexico. The loan was scheduled to mature on October 31, 2016, bore interest payable monthly on the outstanding principal amount at 0.5% plus the prime rate, was secured by a mortgage note payable with anon the real property of approximately one acre where construction of the building had occurred, contained customary events of default, representations, warranties and covenants for a loan of this nature and was guaranteed by AMREP Southwest. As of April 30, 2016, the outstanding principal balance of $4,057,000 on a warehousethe loan was $555,000. In the first quarter of 2017, this property was sold and the outstanding loan balance was satisfied with a maturity date of February 2018 and an interest rate of 6.35%. The amount of Other notes payable due within one year totals $130,000.proceeds from the sale.

The Company’s Fulfillment Services business had a revolving credit and security agreement with PNC Bank, N.A. (the “PNC Credit Facility”). The PNC Credit Facility expired by its terms on August 12, 2015. There were no borrowings during the quarter ended July 31, 2015 and no balance outstanding at the end of the quarter. At July 31, 2015, the borrowers were in compliance with the covenants of the PNC Credit Facility.

Statement of Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 (the “Act”) 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 Act. 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 whetherthe expected loss of any material customer contract and the material adverse effect of any such loss, the effect of recent accounting pronouncements on the Company, the timing of recognizing unrecognized compensation expense related to shares of common stock issued under the Equity Plan, the liability for unrecognized tax benefits will changenot changing in the next twelve months and the future business conditions that may be experienced by the Company and future impairment charges that may be incurred related to the Company’s long-lived assets.Company. The Company undertakes no obligation to update or publicly release any revisions to any forward-looking statement to reflect events, circumstances or changes in expectations after the date of such forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Item 4.Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s chief financial officer and the other person whose certification accompanies this quarterly report, 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 chief financial officer and such other person have concluded that such disclosure controls and procedures are effective 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 its chief financial officer and such other person, 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 occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

Material Weakness Previously Identified

Refer to Item 9A of Part II of the 2015 Form 10-K for detail about a previously identified material weakness in the Company’s internal control over financial reporting over complex and non-routine transactions. The Company has implemented the following remediation steps to address this material weakness: (i) continual evaluation and enhancement of internal technical accounting capabilities, supported by the use of third-party advisors and consultants to assist with areas requiring specialized technical accounting expertise and (ii) enhanced awareness to identify complex technical accounting topics and early identification of situations which might require the use of third-party advisors and consultants. The material weakness will not be considered remediated until the controls are in operation for a sufficient period of time for the Company’s management to conclude that the material weaknesses have been remediated. Management will continue to assess the effectiveness of the Company’s remediation efforts in connection with management’s evaluations of internal control over financial reporting.

PART II. OTHER INFORMATION

Item 5.Other Information

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

On September 10, 2015,13, 2016, Section 1(a)1 of Article IIII of the By-Laws of AMREP Corporation (the “Company”) was amended to provide thatupdate the Board of Directorsregistered office of the Company consistsin the State of four directors.

The following disclosure would otherwise be filed on Form 8-K under Item 5.07:

The 2015 Annual MeetingOklahoma, Section 5 of ShareholdersArticle III of the By-Laws of the Company was held on September 10, 2015. Atamended to eliminate the meeting, shareholders holding an aggregatereference to the City of 6,113,746 shares of common stock, par value $.10,New York with respect to the principal office of the Company, outand Section 1 of a totalArticle IV of 8,056,454 shares outstanding and entitledthe By-Laws of the Company was amended to vote, were present in person or represented by proxy.eliminate the parenthetical that read “(one of whom may be designated Executive Vice-President)”.

AtThe Company is also providing a complete copy of its latest Certificate of Incorporation, as amended, which updates the meeting, Edward B. Cloues, II was reelected as a directorregistered office of the Company in Class I by the final votes set forth opposite hisState of Oklahoma and the name to hold office untilof the 2018 Annual Meetingregistered agent of Shareholders and until his successor is elected and qualified:the Company in the State of Oklahoma.

In addition, the following proposal was voted on and approved at the meeting:

SIGNATURE

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

EXHIBIT INDEX