Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended     JanuaryOctober 31, 2018     

2023

OR

¨       TRANSITION 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

For the transition period from _________________________________ to _________________________________

Commission File NumberNumber: 1-4702

AMREP Corporation

(Exact Name of Registrant as Specified in its Charter)

Oklahoma

59-0936128

State or Other Jurisdiction of

Incorporation or Organization

I.R.S. Employer Identification No.

850 West Chester Pike,

Suite 205, Havertown, PA

19083

Address of Principal Executive Offices

Zip Code

AMREP Corporation
(Exact name of Registrant as specified in its charter)

(610) 487-0905

Registrant’s Telephone Number, Including Area Code

Oklahoma59-0936128

(State or other jurisdiction of(IRS Employer

incorporation or organization)Identification No.)

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

Securities registered pursuant to Section 12(b) of the Act:

620 West Germantown Pike, Suite 175

Plymouth Meeting, PA

Title of each class

19462

Trading Symbol(s)

Name of each exchange on which registered

(Address of principal executive offices)

Common Stock $0.10 par value

(Zip Code)

AXR

New York Stock Exchange

Registrant’s telephone number, including area code:(610) 487-0905

Not Applicable
(Former name or former address, if changed since last report)

Indicate by check mark whether the Registrantregistrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes      No 

YesxNo¨

Indicate by check mark whether the Registrantregistrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrantregistrant was required to submit and post such files).

YesxNo¨

Yes     No 

Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

Emerging growth company

¨

If an emerging growth company, indicate by check mark if the Registrantregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the Registrantregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes¨Nox

Yes     No 

Number of Shares of Common Stock, par value $.10 per share, outstanding at March 15, 2018December 6, 20238,098,704.5,271,309.

Table of Contents

AMREP CORPORATION AND SUBSIDIARIES

INDEX

PAGE
 NO.

PART I. FINANCIAL INFORMATION

PAGE NO.

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets JanuaryOctober 31, 20182023 (Unaudited) and April 30, 20172023

1

2

Condensed Consolidated Statements of Operations and Retained Earnings (Unaudited) Three and Six Months Ended JanuaryOctober 31, 20182023 and 20172022

2

3

Consolidated Statements of Operations and Retained Earnings (Unaudited) Nine Months Ended January 31, 2018 and 2017

3

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) Three and NineSix Months Ended JanuaryOctober 31, 20182023 and 20172022

4

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) Three and Six Months Ended October 31, 2023 and 2022

5

Condensed Consolidated Statements of Cash Flows (Unaudited) NineSix Months Ended JanuaryOctober 31, 20182023 and 20172022

5

6

Notes to Condensed Consolidated Financial Statements (Unaudited)

6

7

Item 2. Management's

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

15

14

Item 4.

Controls and Procedures

22

PART II. OTHER INFORMATION

Item 6. Exhibits

23Exhibits

22

SIGNATURE

24

23

EXHIBIT INDEX

25

24

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

Item 1.Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Balance SheetsCONDENSED CONSOLIDATED BALANCE SHEETS

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

  January 31,
 2018
  April 30,
 2017
 
  (Unaudited)    
ASSETS        
Cash and cash equivalents $13,854  $11,811 
Receivables, net  6,918   6,379 
Real estate inventory  58,271   56,090 
Investment assets  9,714   9,715 
Property, plant and equipment, net  10,028   10,852 
Other assets  2,238   2,310 
Deferred income taxes, net (Note 9)  4,815   9,519 
TOTAL ASSETS $105,838  $106,676 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
LIABILITIES:        
Accounts payable and accrued expenses $9,187  $7,035 
Notes payable  638   - 
Taxes payable, net  41   465 
Other liabilities and deferred revenue  1,653   3,376 
Accrued pension costs  9,707   10,967 
TOTAL LIABILITIES  21,226   21,843 
         
SHAREHOLDERS’ EQUITY:        
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 8,323,954 at January 31, 2018 and 8,303,204 at April 30, 2017  832   830 
Capital contributed in excess of par value  50,922   50,694 
Retained earnings  45,639   46,764 
Accumulated other comprehensive loss, net  (8,566)  (9,240)
Treasury stock, at cost; 225,250 shares at January 31, 2018  and April 30, 2017  (4,215)  (4,215)
TOTAL SHAREHOLDERS’ EQUITY  84,612   84,833 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $105,838  $106,676 

October 31, 

April 30, 

2023

2023

    

(Unaudited)

    

ASSETS

 

  

 

  

Cash and cash equivalents

$

16,721

$

19,993

Short-term investments

4,999

Real estate inventory

 

63,879

 

65,625

Investment assets, net

 

16,800

 

13,747

Other assets

 

2,836

 

3,249

Income taxes receivable

 

 

41

Deferred income taxes, net

11,824

12,493

Prepaid pension costs

 

702

 

747

TOTAL ASSETS

$

117,761

$

115,895

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

  

 

  

LIABILITIES:

 

  

 

  

Accounts payable and accrued expenses

$

3,763

$

4,851

Notes payable

 

39

 

44

Income taxes payable

 

416

 

TOTAL LIABILITIES

 

4,218

 

4,895

SHAREHOLDERS’ EQUITY:

 

  

 

  

Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 5,271,309 at October 31, 2023 and 5,254,909 at April 30, 2023

 

526

526

Capital contributed in excess of par value

 

32,775

 

32,686

Retained earnings

 

79,072

 

76,618

Accumulated other comprehensive income (loss), net

 

1,170

 

1,170

TOTAL SHAREHOLDERS’ EQUITY

 

113,543

 

111,000

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

117,761

$

115,895

The accompanying notes to unaudited condensed consolidated financial statements are an

integral part of these unaudited condensed consolidated financial statements.

1

2

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations and Retained Earnings (Unaudited)CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three and Six Months Ended Januaryended October 31, 20182023 and 20172022

(Amounts in thousands, except per share amounts)

  2018  2017 
REVENUES:        
Fulfillment services $7,676  $8,222 
Real estate land sales  2,510   1,461 
Other  193   94 
   10,379   9,777 
COSTS AND EXPENSES:        
Real estate land sales  2,109   848 
Operating and selling expenses:        
Fulfillment services  6,338   6,855 
Real estate  470   370 
General and administrative expenses:        
Fulfillment services  313   345 
Real estate  156   130 
Corporate  690   787 
Impairment of real estate assets  -   150 
Interest expense  18   22 
   10,094   9,507 
Income before income taxes  285   270 
         
Provision for income taxes (Note 9)  3,136   96 
Net income (loss)  (2,851)  174 
         
Retained earnings, beginning of period  48,490   47,521 
Retained earnings, end of period $45,639  $47,695 
Earnings (loss) per share, net - basic and diluted $(0.35) $0.02 
Weighted average number of common shares outstanding – basic  8,075   8,053 
Weighted average number of common shares outstanding – diluted  8,075   8,080 

Three Months ended

Six Months ended

October 31,

October 31,

    

2023

    

2022

    

2023

    

2022

REVENUES:

 

  

 

  

 

  

 

  

Land sale revenues

$

4,884

$

12,849

$

11,542

$

18,021

Home sale revenues

3,521

2,906

6,923

8,345

Other revenues

 

449

 

394

 

678

 

490

Total revenues

 

8,854

 

16,149

 

19,143

 

26,856

COSTS AND EXPENSES:

 

  

 

 

  

 

Land sale cost of revenues, net

 

3,581

 

8,472

 

7,864

 

11,779

Home sale cost of revenues

2,513

2,051

4,903

5,714

Other cost of revenues

 

163

 

 

181

 

General and administrative expenses

 

1,546

1,155

3,121

2,325

Total costs and expenses

 

7,803

 

11,678

 

16,069

 

19,818

Operating income

1,051

4,471

3,074

7,038

Interest income, net

 

163

 

 

211

 

6

Income before income taxes

1,214

4,471

3,285

7,044

Provision for income taxes

106

850

831

1,511

Net income

$

1,108

$

3,621

$

2,454

$

5,533

Earnings per share – basic

$

0.21

$

0.69

$

0.46

$

1.05

Earnings per share – diluted

$

0.21

$

0.68

$

0.46

$

1.04

Weighted average number of common shares outstanding – basic

 

5,301

 

5,281

 

5,296

 

5,277

Weighted average number of common shares outstanding – diluted

 

5,339

 

5,307

 

5,333

 

5,302

The accompanying notes to unaudited condensed consolidated financial statements are an

integral part of these unaudited condensed consolidated financial statements.

2

3

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Statements of OperationsCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three and Retained Earnings (Unaudited)

NineSix Months Ended Januaryended October 31, 20182023 and 20172022

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

  2018  2017 
REVENUES:        
Fulfillment services $22,592  $23,908 
Real estate land sales  6,603   7,710 
Other  1,685   1,832 
   30,880   33,450 
COSTS AND EXPENSES:        
Real estate land sales  4,471   6,370 
Operating and selling expenses:        
Fulfillment services  18,415   20,235 
Real estate  1,563   1,188 
General and administrative expenses:        
Fulfillment services  970   1,025 
Real estate  356   433 
Corporate  2,194   2,364 
Impairment of real estate assets  -   150 
Interest expense  49   328 
   28,018   32,093 
Income before income taxes  2,862   1,357 
         
Provision for income taxes (Note 9)  3,987   441 
Net income (loss)  (1,125)  916 
         
Retained earnings, beginning of period  46,764   46,779 
Retained earnings, end of period $45,639  $47,695 
Earnings (loss) per share, net - basic and diluted $(0.14) $0.11 
Weighted average number of common shares outstanding – basic  8,070   8,048 
Weighted average number of common shares outstanding – diluted  8,070   8,074 

Three Months ended

Six Months ended

October 31, 

October 31, 

    

2023

    

2022

    

2023

    

2022

Net income

$

1,108

$

3,621

$

2,454

$

5,533

Other comprehensive income, net of tax:

 

  

 

  

 

  

 

  

Decrease in pension liability

110

1

207

Income tax effect

(33)

(64)

Decrease in pension liability, net of tax

77

1

143

Other comprehensive income

 

 

77

 

1

 

143

Total comprehensive income

$

1,108

$

3,698

$

2,455

$

5,676

The accompanying notes to unaudited condensed consolidated financial statements are an

integral part of these unaudited condensed consolidated financial statements.

3

4

AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

Consolidated Statements of Comprehensive Income (Loss) (Unaudited)

Three and NineSix Months Ended Januaryended October 31, 20182023 and 20172022

(Amounts in thousands)

  Three Months Ended January 31, 
  2018  2017 
       
Net income (loss) $(2,851) $174 
Other comprehensive income (loss), net of tax:       
Decrease in pension liability, net of tax ($98 in 2018 and $153 in 2017)  225   248 
Other comprehensive income (loss)  225   248 
Total comprehensive income (loss) $(2,626) $422 

Capital

Accumulated

Contributed

Other

Common Stock

in Excess of

Retained

Comprehensive

    

Shares

    

Amount

    

Par Value

    

Earnings

    

Income (Loss)

    

Total

Balance, August 1, 2022

5,255

$

526

$

32,558

$

56,740

$

(4,507)

$

85,317

Compensation related to issuance of option to purchase common stock

12

12

Net income

3,621

3,621

Other comprehensive income

77

77

Balance, October 31, 2022

5,255

$

526

$

32,570

$

60,361

$

(4,430)

$

89,027

Balance, August 1, 2023

5,271

$

526

$

32,698

$

77,964

$

1,170

$

112,358

Stock compensation expense

64

64

Compensation related to issuance of option to purchase common stock

13

13

Net income

1,108

1,108

Balance, October 31, 2023

5,271

$

526

$

32,775

$

79,072

$

1,170

$

113,543

Balance, May 1, 2022

 

5,240

$

524

$

32,383

$

54,828

$

(4,573)

$

83,162

Issuance of restricted common stock

15

2

162

164

Compensation related to issuance of option to purchase common stock

25

25

Net income

5,533

5,533

Other comprehensive income

 

 

 

 

143

 

143

Balance, October 31, 2022

 

5,255

$

526

$

32,570

$

60,361

$

(4,430)

$

89,027

Balance, May 1, 2023

5,255

$

526

$

32,686

$

76,618

$

1,170

$

111,000

Issuance of restricted common stock

16

Stock compensation expense

64

64

Compensation related to issuance of option to purchase common stock

25

25

Net income

2,454

2,454

Balance, October 31, 2023

 

5,271

$

526

$

32,775

$

79,072

$

1,170

$

113,543

  Nine Months Ended January 31, 
  2018  2017 
       
Net income (loss) $(1,125) $916 
Other comprehensive income (loss), net of tax:       
Decrease in pension liability, net of tax ($296 in 2018 and $456 in 2017)  674   746 
Other comprehensive income (loss)  674   746 
Total comprehensive income (loss) $(451) $1,662 

The accompanying notes to unaudited condensed consolidated financial statements are an

integral part of these unaudited condensed consolidated financial statements.

4

5

AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Consolidated Statements of Cash Flows from Operations (Unaudited)

NineSix Months Ended Januaryended October 31, 20182023 and 20172022

(Amounts in thousands)

  2018  2017 
       
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net income (loss) from operations $(1,125) $916 
Adjustments to reconcile net income (loss) to net cash provided by operating activities:        
Depreciation and amortization  954   1,058 
Impairment of real estate assets  -   150 
Non-cash credits and charges:        
Non-cash gain on settlement  (1,318)  - 
Non-cash deferred revenue recognized  (61)  - 
Provision for (recovery of) doubtful accounts  28   (5)
Stock-based compensation  136   99 
Pension accrual  750   944 
Changes in assets and liabilities:        
Receivables  (567)  86 
Real estate inventory and investment assets  (2,180)  4,958 
Other assets  146   701 
Accounts payable and accrued expenses  2,172   (1,490)
Taxes payable  (424)  (124)
Other liabilities and deferred revenue  (344)  (248)
Deferred income taxes  4,408   562 
Accrued pension costs  (1,040)  - 
Total adjustments  2,660   6,691 
Net cash provided by operating activities  1,535   7,607 
CASH FLOWS FROM INVESTING ACTIVITIES:        
Capital expenditures – property, plant and equipment  (130)  (63)
Net cash used in investing activities  (130)  (63)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from debt financing  638   340 
Principal debt payments  -   (895)
Principal debt payments – related party  -   (10,798)
Net cash provided by (used in) financing activities  638   (11,353)
         
Increase (decrease) in cash and cash equivalents  2,043   (3,809)
Cash and cash equivalents, beginning of period  11,811   14,562 
Cash and cash equivalents, end of period $13,854  $10,753 
         
SUPPLEMENTAL CASH FLOW INFORMATION:        
Interest paid, net of amounts capitalized $42  $314 
Income taxes paid, net $7  $4 

Six Months ended October 31,

    

2023

    

2022

CASH FLOWS FROM OPERATING ACTIVITIES:

 

  

 

  

Net income

$

2,454

$

5,533

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

  

 

  

Depreciation

 

76

 

22

Non-cash credits and charges:

 

 

Stock-based compensation

 

173

 

87

Deferred income tax provision

 

669

 

Net periodic pension cost

 

45

 

(247)

Changes in assets and liabilities:

 

  

 

  

Real estate inventory and investment assets

 

(1,355)

 

(2,741)

Other assets

 

447

 

(755)

Accounts payable and accrued expenses

 

(1,101)

 

(578)

Taxes payable (receivable), net

 

459

 

(2,255)

Net cash provided by (used in) operating activities

 

1,867

 

(934)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

Capital expenditures of property and equipment

 

(135)

 

(121)

Purchase of short-term investments

(4,999)

Net cash used in investing activities

 

(5,134)

 

(121)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

Proceeds from debt financing

 

 

50

Principal debt payments

 

(5)

 

(1,828)

Net cash used in financing activities

 

(5)

 

(1,778)

Decrease in cash and cash equivalents

 

(3,272)

 

(2,833)

Cash and cash equivalents, beginning of period

 

19,993

 

15,721

Cash and cash equivalents, end of period

$

16,721

$

12,888

SUPPLEMENTAL CASH FLOW INFORMATION:

 

  

 

  

Interest paid

$

$

49

The accompanying notes to unaudited condensed consolidated financial statements are an

integral part of these unaudited condensed consolidated financial statements.

5

6

AMREP CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

NineThree and Six Months Ended JanuaryOctober 31, 20182023 and 20172022

(1)BASIS OF PRESENTATION(1)           SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared by AMREP Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The Company, through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales. Unless the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”)context otherwise indicates, all references to the Company in this quarterly report on Form 10-Q include the Company and its subsidiaries and the fulfillment services business operated by Palm Coast Data LLC (“Palm Coast”) and its affiliates. The Company’s foreign sales are insignificant.subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, considered necessary to reflect a fair presentationstatement of the results for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of what may occur in future periods. Unless the context otherwise qualified,indicates, all references to 20182024 and 20172023 are to the fiscal years ending April 30, 20182024 and 2017 and all references to the third quarter and first nine months of 2018 and 2017 mean the fiscal three month and nine month periods ended January 31, 2018 and 2017.2023.

The unaudited condensed consolidated financial statements herein should be read in conjunction with the Company’s annual report on Form 10-K for the year ended April 30, 2017,2023, which was filed with the SEC on July 18, 201725, 2023 (the “2017“2023 Form 10-K”). Certain 2017 balancesThe significant accounting policies used in preparing these unaudited condensed consolidated financial statements have been reclassified to conform to the current year presentation with no effect on either net income or shareholders’ equity.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09,Revenue from Contracts with Customers. Since that date, the FASB has issued additional ASUs providing further revenue recognition guidance (collectively, “Topic 606”). Topic 606 clarifies the principles for recognizing revenues and costs related to obtaining and fulfilling customer contracts,are consistent with the objective of improving financial reporting. The core principle of Topic 606accounting policies described in the 2023 Form 10-K, except for the following newly adopted policies:

Cash and Cash Equivalents: Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of change in value because of changes in interest rates. A debt security is classified as a cash equivalent if it meets these criteria and has an original maturity of ninety days or less when purchased. Restricted cash consists of cash deposits with a bank that are restricted due to subdivision improvement agreements with a governmental authority. Interest payments on cash and cash equivalents are recorded as income on the statement of operations.
Short-Term Investments: Short-term investments are held-to-maturity debt investments that have original maturities of greater than ninety days when purchased and remaining maturities of less than one year. Held-to-maturity debt investments are debt investments, such as certificates of deposit and U.S. government securities, that the Company has the positive intent and ability to hold to maturity. Held-to-maturity debt investments are recorded at their original purchase amount (and are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable) with interest payments recorded as income on the statement of operations.

There are no new accounting standards or updates to recognize revenues when promised goods or services are transferred to customers in an amountbe adopted that reflects the consideration the Company expects to receive in exchange for those goods or services. Topic 606 definescurrently believes might have a five-step process to achieve this core principle, and more judgment and estimates may be required under Topic 606 than are currently required under generally accepted accounting principles. The two permitted transition methods under Topic 606 are (i) the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or (ii) the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of adoption. The Company intends to use the modified retrospective transition method upon adoption. In August 2015, the FASB issued ASU No. 2015-14,Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the required adoption date until May 1, 2018 for the Company, although an earlier adoption is permitted. The Company does not intend to early adopt Topic 606.

The Company has established an implementation team to evaluate thesignificant impact of Topic 606 on the Company’s accounting policies, processes and system requirements, as well as its unaudited condensed consolidated financial statements. Depending on the results of the evaluation, there could be changes to the timing of recognition of revenues and related costs. The Company continues its evaluation of the impact of Topic 606.

(2)         CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

As of JanuaryOctober 31, 2018,2023, cash and cash equivalents and short-term investments consist of (in thousands):

Cash and Cash

Short-Term

    

Equivalents

    

Investments

Cash

$

10,722

$

Certificates of Deposit

 

 

2,000

U.S. Government Securities

 

5,999

 

2,999

Total

$

16,721

$

4,999

As of April 30, 2023, the Company had not determined a reasonable estimatecash of the impact$19,993,000 and no cash equivalents or short-term investments.

7

(3)         REAL ESTATE INVENTORY

Real estate inventory consists of its evaluation to the Audit Committee of the Company’s Board of Directors.(in thousands):

6

October 31, 

April 30, 

    

2023

    

2023

Land inventory in New Mexico

$

55,554

$

59,361

Land inventory in Colorado

 

3,462

 

3,445

Homebuilding model inventory

984

1,171

Homebuilding construction in process

3,879

1,648

Total

$

63,879

$

65,625

(2)RECEIVABLES

Receivables,

(4)          INVESTMENT ASSETS

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

  January 31,
 2018
  April 30,
 2017
 
  (in thousands) 
Fulfillment services $7,269  $6,725 
Real estate  19   - 
Corporate  6   2 
   7,294   6,727 
Less allowance for doubtful accounts  (376)  (348)
  $6,918  $6,379 

    

October 31,

    

April 30,

2023

2023

Land held for long-term investment

$

9,118

$

8,961

Owned real estate leased or intended to be leased

 

7,746

 

4,802

Less accumulated depreciation

(64)

(16)

Owned real estate leased or intended to be leased, net

7,682

4,786

Total

$

16,800

$

13,747

During the first nine months of 2018, revenues from one major customer of the Company’s fulfillment services business totaled $3,189,000 or approximately 10.3% of total revenues for the Company. As of JanuaryOctober 31, 2018, the Company’s fulfillment services business had $682,0002023, nine homes were leased to residential tenants and two buildings were leased to commercial tenants. As of outstanding accounts receivable from this customer, whichApril 30, 2023, eight homes were leased to residential tenants and two buildings under construction were leased to commercial tenants. Depreciation associated with owned real estate leased or intended to be leased was collected in full by March 16, 2018. This customer has given the Company’s fulfillment services business notice that a significant portion of its business will be transferred from Palm Coast at the end of 2018.

(3)PROPERTY, PLANT AND EQUIPMENT

Property, plant$29,000 and equipment, net consist of:

  January 31,  April 30, 
  2018  2017 
  (in thousands) 
Land, buildings and improvements $15,925  $15,995 
Furniture and equipment  18,473   18,350 
   34,398   34,345 
Less accumulated depreciation  (24,370)  (23,493)
  $10,028  $10,852 

Depreciation of property, plant and equipment charged to operations was $319,000 and $954,000$48,000 for the three and nine month periodssix months ended JanuaryOctober 31, 20182023 and $341,000 and $1,051,000there was no such depreciation for the three and nine month periodssix months ended JanuaryOctober 31, 2017.2022.

7

(4)(5)          OTHER ASSETS

Other assets consist of:of (in thousands):

  January 31,  April 30, 
  2018  2017 
  (in thousands) 
Prepaid expenses $1,426  $1,491 
Deferred order entry costs  533   553 
Other  279   266 
  $2,238  $2,310 

    

October 31, 

    

April 30, 

2023

2023

Prepaid expenses

$

1,004

$

1,536

Miscellaneous assets

375

362

Property

1,289

1,251

Equipment

462

366

Less accumulated depreciation of property and equipment

(294)

(266)

Property and equipment, net

1,457

1,351

Total

$

2,836

$

3,249

Deferred order entry costs represent costs incurred in connectionPrepaid expenses as of October 31, 2023 primarily consist of insurance, income taxes and land development cash collateralized performance guaranties. Prepaid expenses as of April 30, 2023 primarily consist of land development cash collateralized performance guaranties, stock compensation, insurance and income and real estate taxes. Amortized lease cost for right-of-use assets associated with leases of office facilities was $7,000 and $13,000 for the data entrythree and six months ended October 31, 2023 and $6,000 and $12,000 for the three and six months ended October 31, 2022. Depreciation expense associated with property and equipment was $16,000 and $28,000 for the three and six months ended October 31, 2023 and $15,000 and $22,000 for the three and six months ended October 31, 2022.

8

(5)(6)          ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

  January 31,  April 30, 
  2018  2017 
  (in thousands) 
Fulfillment services $5,420  $5,637 
Real estate  3,356   1,138 
Corporate  411   260 
  $9,187  $7,035 

    

October 31, 

    

April 30, 

2023

2023

Land development and homebuilding operations

Accrued expenses

$

1,416

$

1,028

Trade payables

 

713

 

1,870

Customer deposits

1,204

1,319

3,333

4,217

Corporate operations

430

634

Total

$

3,763

$

4,851

Fulfillment Services:

(7)          NOTES PAYABLE

The following tables present information on the Company’s notes payable as of October 31, 2023 (in thousands):

    

Principal Amount

    

Available for

Outstanding

New Borrowings

Principal Amount

October 31, 

October 31, 

April 30, 

Loan Identifier

Lender

2023

2023

    

2023

Revolving Line of Credit

BOKF

 

$

4,177

 

$

 

$

Equipment Financing

DC

39

44

Total

$

4,177

$

39

$

44

October 31, 2023

Mortgaged Property

Loan Identifier

    

Interest Rate

    

Book Value

    

Scheduled Maturity

Revolving Line of Credit

 

8.47

%  

$

1,721

August 2025

Equipment Financing

 

2.35

%  

 

39

June 2028

Principal Repayments

Three Months Ended

Six Months Ended

October 31,

October 31,

Loan Identifier

    

2023

    

2022

    

2023

    

2022

Revolving Line of Credit

    

$

    

$

    

$

    

$

Equipment Financing

 

2

 

2

 

5

 

2

Total

$

2

$

2

$

5

$

2

Capitalized Interest and Fees

Three Months Ended

Six Months Ended

October 31,

October 31,

Loan Identifier

    

2023

    

2022

    

2023

    

2022

Revolving Line of Credit

$

$

$

$

Equipment Financing

 

 

 

 

Total

$

$

$

$

As of JanuaryOctober 31, 2018,2023, the accounts payable and accrued expenses totalCompany was in compliance with the financial covenants contained in the loan documentation for the Company’s fulfillment services business included customer postage deposits of $3,362,000, accrued expenses of $496,000, trade payables of $443,000 and other of $1,119,000. then outstanding notes payable. Refer to Note 6 to the consolidated financial statements contained in the 2023 Form 10-K for additional detail about the above notes payable.

As of April 30, 2017,October 31, 2023, the accounts payableCompany had (a) a letter of credit outstanding under its Revolving Line of Credit in the principal amount of $1,323,000 in favor of a municipality guarantying the completion of improvements in a subdivision being constructed by the Company and accrued expenses total(b) $250,000 reserved under its Revolving Line of Credit for credit card usage. The amounts under the Company’s fulfillment services business included customer postage depositsletter of $3,178,000, accrued expenses of $488,000, trade payables of $617,000credit and other of $1,354,000.loan reserve are not reflected as outstanding principal in notes payable.

Real Estate: As of January 31, 2018, the accounts payable and accrued expenses total for the Company’s real estate business included accrued expenses of $900,000, trade payables of $1,961,000, real estate customer deposits of $490,000 and other of $5,000. As of April 30, 2017, the accounts payable and accrued expenses total for the Company’s real estate business included accrued expenses of $967,000, trade payables of $0, real estate customer deposits of $155,000 and other of $16,000.

8

9

Table of Contents

(6)NOTES PAYABLE

Notes payable consist of:

  January 31,  April 30, 
  2018  2017 
  (in thousands) 
Real estate $638  $- 
  $638  $- 

During December 2017, Lomas Encantadas Development CompanyIn June 2021, Wymont LLC (“LEDC”Wymont”), an indirecta subsidiary of AMREP Corporation,the Company, entered into a Development Loan Agreement with BOKF, NA dba Bank of Albuquerque (“Lender”BOKF”). The Development Loan Agreement iswas evidenced by a Non-Revolving Line of Credit Promissory Note dated December 18, 2017, and iswas secured by a Mortgage, Security Agreement and Financing Statement, between LEDCWymont and Lender, dated November 16, 2017,BOKF, with respect to 343 planned residential lots within the Lomas Encantadas subdivision (the “Mortgaged Property”) located in Rio Rancho, New Mexico. Pursuant to a Guaranty Agreement, dated December 18, 2017, entered into by AMREP Southwest in favor of Lender, AMREP Southwest has guaranteed LEDC’s obligations under each of the above agreements. The Development Loan Agreement, Non-Revolving Line of Credit Promissory Note, Mortgage, Security Agreement and Financing Statement, Guaranty Agreement and other related transaction documents are collectively referred to as the “Loan Documentation.”

Pursuant to the Loan Documentation, Lender agrees to lend up to $4,750,000 to LEDC on a non-revolving line of credit basis to partially fund the development of the Mortgaged Property. LEDC expects to fully utilize the $4,750,000 for its land development activities. 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. Lender is required to release the lien of its mortgage on any lot included in the Mortgaged Property upon LEDC making a principal payment of $43,000 or $53,000 depending on the location of the lot. LEDC is required to make periodic principal repayments to the extent not previously paid as follows: $1,370,000 on or before August 18, 2019, $599,000 on or before November 18, 2019, $599,000 on or before February 18, 2020, $599,000 on or before May 18, 2020, $599,000 on or before August 18, 2020 and $599,000 on or before November 18, 2020. The outstanding principal amount of the loan as of January 31, 2018 was $638,000. The outstanding principal amount of the loan may be prepaid at any time without penalty.La Mirada subdivision. The loan iswas scheduled to mature on December 18, 2021. LEDC incurred certain customary costsin June 2024. The Company made principal repayments of $1,826,000 during the six months ended October 31, 2022. All of the reserves under the loan were released during the three months ended October 31, 2023, the loan had no outstanding principal during the three and expensessix months ended October 31, 2023 and paid certain feesthe loan was terminated in October 2023.

The following table summarizes the notes payable scheduled principal repayments subsequent to Lender in connection withOctober 31, 2023 (in thousands):

Fiscal Year

    

Scheduled Payments

2024

$

4

2025

 

8

2026

 

8

Thereafter

 

19

Total

$

39

(8)          REVENUES

Land sale revenues. Land sale revenues are sales of developed residential land, developed commercial land and undeveloped land.

Home sale revenues. Home sale revenues are from homes constructed and sold by the loan.

LEDC and AMREP Southwest have made certain representations and warrantiesCompany in the Loan Documentation 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 AMREP Southwest to observe or perform their respective covenants under the Loan Documentation; the representations and warranties of LEDC or AMREP Southwest being false; the insolvency or bankruptcy of LEDC or AMREP Southwest; and the failure of AMREP Southwest to maintain a tangible net worth of at least $35 million. Upon the occurrence and during the continuance of an event of default, Lender may declare the outstanding principal amount and all other obligations under the Loan Documentation immediately due and payable. At January 31, 2018, both LEDC and AMREP Southwest were in compliance with the covenants contained within the Loan Documentation.Albuquerque, New Mexico metropolitan area.

9

(7)OTHER LIABILITIES AND DEFERRED REVENUE; OTHER REVENUES

Other revenues. Other revenues for the third quarter and first nine monthsconsist of 2018 and 2017 consist of:(in thousands):

  Third Quarter of
2018
  Third Quarter of
2017
 
  (in thousands) 
Deferred revenue and other $193  $94 
  $193  $94 

Three Months 

Six Months 

Ended October 31,

Ended October 31,

    

2023

    

2022

    

2023

    

2022

Oil and gas royalties

$

$

49

$

$

106

Landscaping revenues

314

426

Miscellaneous other revenues

 

135

 

345

 

252

 

384

Total

$

449

$

394

$

678

$

490

  First Nine
Months of 2018
  First Nine
Months of 2017
 
  (in thousands) 
Settlement gain $1,318  $- 
Sale of commercial building  -   1,496 
Deferred revenue and other  367   336 
  $1,685  $1,832 

Deferred revenue and other includes the recognition of deferred revenue related to an oil and gas lease noted below, as well as fees and forfeited deposits from customers earned by AMREP Southwest, together with miscellaneous other income items.

Refer to Note 97 to the consolidated financial statements contained in the 20172023 Form 10-K for additional detail about the settlement agreement entered into between Palm Coastcategories of other revenues.

Miscellaneous other revenues for the three and six months ended October 31, 2023 primarily consist of extension fees for purchase contracts, forfeited deposits and residential rental revenues. Miscellaneous other revenues for the State of Florida in the first quarter of 2018. In June 2009, Palm Coast received $3,000,000 pursuant to an agreement with the State of Florida (the “Award Agreement”) as part of the incentives made available in connection with the consolidation of the Company’s fulfillment services operations at its Palm Coast, Florida location. The Award Agreement included certain performance requirements in terms of job retention, job creationthree and capital investment which, if not met by Palm Coast, entitled the State of Florida to obtain the returnsix months ended October 31, 2022 primarily consist of a portion, or all, of the $3,000,000. Palm Coast had not met certain of the performance requirements in the Award Agreement. During the first quarter of 2018, Palm Coast entered into a Settlement Agreementnon-refundable option payment and Mutual General Release (the “Settlement Agreement”) with the State of Florida. Pursuant to the Settlement Agreement, (1) the Award Agreement was terminated, (2) each of the parties released all claims relating to the Award Agreement that the releasing party may have had against the other party and (3) Palm Coast agreed to pay the State of Florida $1,763,000 as follows: (a) $163,000 during the first quarter of 2018 and (b) 40 quarterly payments of $40,000 each, without interest, on the first business day of each calendar quarter starting on October 1, 2017 and ending on July 1, 2027. Palm Coast timely paid the State of Florida $163,000 during the first quarter of 2018, $40,000 during the second quarter of 2018 and $40,000 during the third quarter of 2018, leaving a balance owed to the State of Florida of $1,520,000 as of January 31, 2018.forfeited deposits.

In the Company’s consolidated financial statements and as a result of entering into the Settlement Agreement, Palm Coast reduced its previously recorded liability of $3,000,000 and a related $26,000 interest accrual by $1,620,000 to $1,406,000 by recognizing a pre-tax gain of $1,318,000 and recording deferred revenue of $302,000. The $1,318,000 pre-tax gain was determined based on depreciation previously taken on assets acquired with Award Agreement funds that were retained by Palm Coast and was recognized in Other revenues during the first nine months of 2018. The $302,000 deferred revenue will be recognized over the remaining life of these assets (approximately seven years from January 31, 2018), with $61,000 having been recognized during the first nine months of 2018 resulting in a deferred revenue balance of $241,000 as of January 31, 2018. As a result of paying the State of Florida $163,000 during the first quarter of 2018, $40,000 during the second quarter of 2018 and $40,000 during the third quarter of 2018, Palm Coast recognized $41,000 of imputed interest expense and reduced its remaining balance sheet liability of $1,406,000 as of the date of the Settlement Agreement to $1,204,000 as of January 31, 2018. These balance sheet liability numbers are less than the amounts owed to the State of Florida of $1,763,000 as of the date of the Settlement Agreement and $1,520,000 as of January 31, 2018 because they have been adjusted to reflect the present values of these deferred non-interest bearing obligations. In February 2018, the Company, Palm Coast and the State of Florida entered into an agreement with respect to the remaining payment obligations under the Settlement Agreement (see Note 10)Major customers.

10Substantially all of the land sale revenues were received from three customers for each of the three and six months ended October 31, 2023 and four customers for each of the three and six months ended October 31, 2022. Other than receivables for immaterial amounts, there were no outstanding receivables from these customers as of October 31, 2023 or October 31, 2022.
There was one customer that contributed in excess of 10% of the Company’s revenues for the three months ended October 31, 2023. The revenue from such customer for the three months ended October 31, 2023 was $3,200,000, with this revenue reported in the Company’s land development business segment. There were four customers that each contributed in excess of 10% of the Company’s revenues for the three months ended October 31, 2022. The revenues for each such customer for the three months ended October 31, 2022 were as follows: $4,400,000, $4,000,000, $2,000,000 and $1,900,000, with each of these revenues reported in the Company’s land development business segment.
There were two customers that each contributed in excess of 10% of the Company’s revenues for the six months ended October 31, 2023. The revenues from each such customer for the six months ended October 31, 2023 were as follows: $3,500,000 and

10

$6,000,000, with each of these revenues reported in the Company’s land development business segment. There were three customers that each contributed in excess of 10% of the Company’s revenues for the six months ended October 31, 2022. The revenues for each such customer for the six months ended October 31, 2022 were as follows: $4,400,000, $4,200,000 and $4,000,000, with each of these revenues reported in the Company’s land development business segment.

(9)          COST OF REVENUES

In addition, referLand sale cost of revenues, net consist of (in thousands):

    

Three Months Ended 

    

Six Months Ended

October 31,

October 31,

    

2023

    

2022

    

2023

    

2022

Land sale cost of revenues

$

4,234

$

9,155

$

9,401

$

12,986

Less:

 

 

 

 

  

Public improvement district reimbursements

 

(45)

 

(34)

 

(246)

 

(325)

Private infrastructure covenant reimbursements

 

(139)

 

(114)

 

(274)

 

(293)

Payments for impact fee credits

 

(469)

 

(535)

 

(1,017)

 

(589)

Land sale cost of revenues, net

$

3,581

$

8,472

$

7,864

$

11,779

Home sale cost of revenues includes costs for residential homes that were sold.

Other cost of revenues for the three and six months ended October 31, 2023 consist of expenses associated with the cost of goods sold for landscaping services. There were no other cost of revenues for the three and six months ended October 31, 2022.

(10)          GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist of (in thousands):

Three Months Ended October 31,

Six Months Ended October 31,

    

2023

    

2022

    

2023

    

2022

Land development

$

834

$

642

$

1,665

$

1,249

Homebuilding

 

313

 

274

 

604

 

531

Corporate

 

399

 

239

 

852

 

545

Total

$

1,546

$

1,155

$

3,121

$

2,325

(11)          BENEFIT PLANS

Pension plan

Refer to Note 1011 to the consolidated financial statements contained in the 20172023 Form 10-K for detail aboutregarding 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 nine months of 2018. Revenue from this transaction is being recorded over the lease term and approximately $57,000 and $171,000 was recognized during the third quarter and first nine months of each of 2018 and 2017. At January 31, 2018, there was approximately $133,000 of deferred revenue remaining to be recognized before the end of the lease term in September 2018.

During the first quarter of 2017, a subsidiary of AMREP Southwest sold a single tenant retail commercial building in Rio Rancho, New Mexico, which resulted in a pre-tax gain of $1,496,000 that was recognized in Other revenues during the first nine months of 2018.

(8)BENEFIT PLANS

Retirement plan

The Company has aCompany’s 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 $4,535,000 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 third quarter of 2018, there was no change in the appraised value of the mortgaged properties that required the Company to make any additional payments to its 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, (loss) net of the related deferred income tax effect. The Company recognizedrecorded no other comprehensive income for the three and six months ended October 31, 2023. The Company recorded, net of tax, other comprehensive income of $225,000$77,000 and $674,000$143,000 for the three and ninesix months ended JanuaryOctober 31, 2018, and $248,000 and $746,0002022 to account for the same periodsnet effect of 2017, relatedchanges to the amortization of the plan’s unrecognized net loss included in the Accumulated other comprehensive loss, net in the accompanying financial statements.

pension liability. The Company funds the pension plan in compliance with IRS funding requirements. The Company contributed $1,040,000did not make any contributions to the pension plan duringfor the ninethree and six months ended JanuaryOctober 31, 2018 and none for the same period2023 or October 31, 2022.

11

Equity compensation plan

In September 2016,Refer to Note 11 to the consolidated financial statements contained in the 2023 Form 10-K for detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “2016 Equity“Equity Plan”) replaced the AMREP Corporation 2006 Equity Compensation Plan (together with the 2016 Equity Plan, the “Equity Plans”). The Company issued 25,750summary of the restricted share award activity for the six months ended October 31, 2023 presented below represents the maximum number of shares of restricted common stock under the 2016 Equity Plan during the first nine months of 2018. In addition, 5,000 shares of restricted common stock issued under the 2006 Equity Plan prior to 2018 were returned to the Company during the second quarter of 2018 and will not vest due to the retirement of an employee. During the first nine months of 2018, 10,500 shares of restricted common stock previously issued under the Equity Plansthat could become vested leaving 34,750 restricted shares issued under the Equity Plansafter that had not vested as of January 31, 2018. For the third quarter and first nine months of 2018,date:

Number of

Restricted share awards

Shares

Non-vested as of April 30, 2023

26,267

Granted during the six months ended October 31, 2023

16,400

Vested during the six months ended October 31, 2023

(12,199)

Forfeited during the six months ended October 31, 2023

Non-vested as of October 31, 2023

30,468

The Company recognized $31,000 and $76,000 of non-cash compensation expense related to the vesting of restricted shares of common stock issued,net of forfeitures of $42,000 and $19,000 and $48,000$103,000 for the same periods of 2017.three and six months ended October 31, 2023 and $51,000 and $87,000 for the three and six months ended October 31, 2022. As of JanuaryOctober 31, 2018,2023, there was $138,000$242,000 of unrecognized compensation expense related to restricted shares of common stock previously issued under the Equity Plans whichPlan that had not vested, as of that date, which is expected to be recognized over the remaining vesting term not to exceed three years.

11

OnIn November 2021, the last trading day of calendar year 2017,Company granted Christopher V. Vitale, the President and based upon days of service, each non-employee memberChief Executive Officer of the Company’s BoardCompany, an option to purchase 50,000 shares of Directors was issued the number of deferred common share unitsstock of the Company under the 2016 Equity Plan equalwith an exercise price of $14.24 per share. As of October 31, 2023, the option had not been exercised, cancelled or forfeited. The Company recognized non-cash compensation expense related to $20,000 divided by the closing price per shareoption of $13,000 and $25,000 for the three and six months ended October 31, 2023 and $12,000 and $25,000 for the three and six months ended October 31, 2022. As of October 31, 2023, the option was in-the-money and therefore was included in “weighted average number of common stock reported onshares outstanding – diluted” when calculating diluted earnings per share. As of October 31, 2022, the New York Stock Exchange on such date. Based on the closing priceoption was out-of-the-money and therefore was not included in “weighted average number of common shares outstanding – diluted” when calculating diluted earnings per share of $7.02 on December 29, 2017, the Company issued a total of 11,396 deferred common share units to members of the Company’s Board of Directors. share.

Director compensation non-cash expense, which is recognized for the annual grant of deferred common share units to non-employee members of the Company’s Board of Directors ratably over theeach director’s service in office during the calendar year.Duringyear, was $23,000 and $45,000 for the first ninethree and six months ended October 31, 2023 and $23,000 and $45,000 for the three and six months ended October 31, 2022. As of 2018,the total non-cash director feeOctober 31, 2023, there was $75,000 of accrued compensation expense related to the deferred common share units was $60,000.

(9)INCOME TAXES

The U.S. Tax Cuts and Jobs Act (the “Act”) was signed into lawexpected to be issued in December 2017. The Act significantly revised the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates. The Act reduces the federal corporate tax rate to 21.0% effective January 1, 2018. As the Company has an April 30 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal corporate tax rate of approximately 29.7% for our fiscal year ending April 30, 2018, and a 21% rate for subsequent fiscal years. The 29.7% federal corporate tax rate is a blended rate for the April 30, 2018 fiscal year-end based on a prorated percentage of the number of days prior and subsequent to the January 1, 2018 effective date.

In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Act. SAB 118 provides for a measurement period that should not extend beyond one year from the Act enactment date for companies to complete the accounting under Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately before the enactment of the Act.

2023. As of JanuaryOctober 31, 2018, the Company had not completed its accounting for the tax effects2022, there was $75,000 of the Act, but was able to make reasonable estimates of the impact of the reduction in corporate tax rate and the re-measurement of deferred tax balances:

·The Company’s current income taxaccrued compensation expense reported for the first nine months of 2018 was adjusted to reflect the lower statutory corporate federal tax rate, which will be 29.7% for 2018 compared to 34.0% for 2017. This resulted in a decrease in income tax expense of $202,000 for the third quarter and first nine months of 2018.

12

·The Company made a reasonable estimate of the effect on its deferred tax balances by applying the 21% federal corporate tax rate to the Company’s (i) opening year deferred tax balances and (ii) a discrete deferred tax asset related to amortization of intangible assets for the nine month period ending January 31, 2018, resulting in a provisional estimate of $3,259,000 of income tax expense and a reduction of net deferred tax assets for the same amount during the third quarter of 2018. This provisional estimate did not result in any current income taxes payable. As of January 31, 2018, the Company does not have all needed information regarding the current year impact on deferred tax balances to finalize the accounting for the tax effects of the Act. The Company continues to address the tax effects of the Act, analyzing certain aspects of the Act and refining calculations. This could potentially affect the measurement of deferred tax balances or potentially give rise to new deferred tax amounts. The Company expects to finalize the accounting for the tax effects of enactment of the Act prior to filing its Form 10-K for 2018.

The Company’s effective tax rate for the third quarter and first nine months was increased by the effect of a net income tax expense increase of $3,057,000 related to accounting for the tax effects of the Act. Excluding this increase, the Company’s effective tax rate was 27.7% and 32.5% for the third quarter and first nine months of 2018 compared to 35.5% and 32.5% for the same periods of 2017. The difference between the statutory rate and the effective rate of the tax provision after excluding the $3,057,000 was primarily due to state taxes.

The total tax effect of gross unrecognized tax benefits in the accompanying financial statements at both January 31, 2018 and April 30, 2017 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.

(10)SUBSEQUENT EVENTS

Refer to Note 7 for detail about the Settlement Agreement between the State of Florida and Palm Coast entered into in the first quarter of 2018. In February 2018, Palm Coast and the Company entered into a Release Agreement (the “Release Agreement”) with the State of Florida. Pursuant to the Release Agreement, (1) Palm Coast paid the State of Florida $956,000, (2) each of the parties released all claims relating to the guaranty agreement (the “Guaranty Agreement”) between the Company and the State of Florida entered into in the first quarter of 2018 and the payment obligations under the Settlement Agreement that the releasing party may have had against each of the other parties and (3) each of the Guaranty Agreement and the payment obligations under the Settlement Agreement shall be deemed terminated and none of the parties shall have any further liabilities or obligations with respect thereto. The Company expects to recognize a gain related to the Release Agreementdeferred stock units issued in December 2022.

12

Table of approximately $257,000 during the fourth quarter of 2018.Contents

13

(11)(12)         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 three and nine month periods ended January 31, 2018 and 2017indicated (in thousands):

  Real Estate  Fulfillment
Services (c)
  Corporate
and
Other
  Consolidated 
Three months ended January 31, 2018 (a):                
Revenues $2,671  $7,676  $32  $10,379 
                 
Net income (loss) from operations $(727) $(2,043) $(81) $(2,851)
Provision for income taxes  29   2,539   568   3,136 
Interest expense (income), net  575   288   (845)  18 
Depreciation and amortization  30   289   -   319 
EBITDA (b) $(93) $1,073  $(358)  622 
Capital expenditures $52  $49  $-  $101 
                 
Three months ended January 31, 2017 (a):                
Revenues $1,518  $8,222  $37  $9,777 
                 
Net income (loss) from operations $(425) $95  $504  $174 
Provision (benefit) for income taxes  (249)  54   291   96 
Interest expense (income), net  521   274   (773)  22 
Depreciation and amortization  20   321   -   341 
Impairment of real estate assets  150   -   -   150 
EBITDA (b) $17  $744  $22  $783 
Capital expenditures $-  $14  $-  $14 
                 
Nine months ended January 31, 2018 (a):                
Revenues $6,894  $23,910  $76  $30,880 
                 
Net income (loss) from operations $(1,124) $(443) $442  $(1,125)
Provision (benefit) for income taxes  (175)  3,364   798   3,987 
Interest expense (income), net  1,623   884   (2,458)  49 
Depreciation and amortization  65   889   -   954 
EBITDA (b) $389  $4,694  $(1,218) $3,865 
Capital expenditures $52  $78  $-  $130 
Total assets, as of January 31, 2018 $74,519  $22,312  $9,007  $105,838 
                 
Nine months ended January 31, 2017 (a):                
Revenues $9,485  $23,908  $57  $33,450 
                 
Net income (loss) from operations $(580) $21  $1,475  $916 
Provision (benefit) for income taxes  (340)  16   765   441 
Interest expense (income), net  1,742   811   (2,225)  328 
Depreciation and amortization  64   994   -   1,058 
Impairment of real estate assets  150   -   -   150 
EBITDA (b) $1,036  $1,842  $15  $2,893 
Capital expenditures $-  $63  $-  $63 
Total assets, as of January 31, 2017 $75,294  $28,531  $5,714  $109,539 

    

Land 

    

    

    

Development

Homebuilding

Corporate

Consolidated

Three months ended October 31, 2023 (a)

 

  

 

  

 

  

 

  

Revenues

$

5,899

$

2,955

$

$

8,854

Net income (loss)

$

771

$

789

$

(452)

$

1,108

Capital expenditures

$

93

$

2

$

$

95

Three months ended October 31, 2022 (a)

 

  

 

 

  

 

  

Revenues

$

13,737

$

2,412

$

$

16,149

Net income (loss)

$

3,003

$

818

$

(200)

$

3,621

Capital expenditures

$

6

$

$

$

6

Six months ended October 31, 2023 (a)

Revenues

$

13,384

$

5,759

$

$

19,143

Net income (loss)

$

2,503

$

1,561

$

(1,610)

$

2,454

Capital expenditures

$

128

$

7

$

$

135

Total assets as of October 31, 2023

$

94,039

$

8,721

$

15,001

$

117,761

Six months ended October 31, 2022 (a)

Revenues

$

19,904

$

6,952

$

$

26,856

Net income (loss)

$

4,265

$

1,821

$

(553)

$

5,533

Capital expenditures

$

121

$

$

$

121

Total assets as of October 31, 2022

$

89,624

$

7,074

$

(514)

$

96,184

(a)Revenue information provided for each segment includesmay include amounts groupedclassified as Otherother revenues in the accompanying condensed consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

(b)The Company uses EBITDA (which the Company defines as income (loss) before net interest expense, income taxes, depreciation and amortization, and non-cash impairment charges) in addition to net income (loss) as a key measure of profit or loss for segment performance and evaluation purposes.

(c)Fulfillment services revenues and EBITDA for the nine months ending January 31, 2018 included a pre-tax gain of $1,318,000 resulting from the settlement agreement with the State of Florida (see Note 7).

14

13

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTIONItem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

AMREP Corporation (the “Company”), through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales or activities outside the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries andUnited States. Unless the fulfillment services business operated by Palm Coast Data LLC (“Palm Coast”) and its affiliates. Information concerning industry segments is set forth in Note 11 of the notescontext otherwise indicates, all references to the consolidated financial statements includedCompany in this quarterly report on Form 10-Q. All significant intercompany accounts10-Q include the Company and transactions have been eliminated in consolidation. The Company’s foreign sales and activities are not significant.

its subsidiaries. The following provides information that management believes is relevant to an assessment and understanding of the Company’s unaudited condensed consolidated results of operations and financial condition. The information contained in this sectionItem 2 should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto appearing elsewhereincluded in this quarterly report on Form 10-Q and with the Company’s annual report on Form 10-K for the year ended April 30, 2017,2023, which was filed with the Securities and Exchange Commission on July 18, 201725, 2023 (the “2017“2023 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 qualified,indicates, all references to 20182024 and 20172023 are to the fiscal years ending April 30, 20182024 and 2017 and all references to the third quarter and first nine months of 2018 and 2017 mean the fiscal three month and nine month periods ended January 31, 2018 and 2017.

2023.

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 20172023 condensed 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 20172023 Form 10-K. The preparation of thosethe unaudited condensed consolidated financial statements included in this report on Form 10-Q 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 unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual amounts or results could differ from those estimates.

estimates and assumptions.

The Company’s critical accounting policies, assumptions and estimates are described in Item 7 of Part II of the 20172023 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 2017 Form 10-K. 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 condensed consolidated financial statements contained in the 20172023 Form 10-K and in the notes to the unaudited consolidated financial statements included in this quarterly report on Form 10-Q.10-K. The Company did not adopt any accounting policy in the first ninesix months of 2018ended October 31, 2023 that had a material impacteffect on its unaudited condensed consolidated financial statements.

15

14

RESULTS OF OPERATIONS

For the third quarter of 2018,three months ended October 31, 2023, the Company recorded ahad net lossincome of $2,851,000,$1,108,000, or $0.35$0.21 per diluted share, compared to net income of $174,000,$3,621,000, or $0.02$0.68 per diluted share, for the third quarter of 2017.three months ended October 31, 2022. For the first ninesix months of 2018,ended October 31, 2023, the Company recorded ahad net lossincome of $1,125,000,$2,454,000, or $0.14$0.46 per diluted share, compared to net income of $916,000,$5,533,000, or $0.11$1.04 per diluted share, for the same periodsix months ended October 31, 2022.

During the six months ended October 31, 2023 and October 31, 2022, the Company experienced increases in the prices and also shortages of 2017. Operating results included anskilled labor and certain building materials and delays in municipal approvals and inspections in both the land development business segment and homebuilding business segment, which caused delays in construction and the realization of revenues and increases in cost of revenues. In addition, in response to inflation, the Federal Reserve increased benchmark interest rates during 2024 and 2023, which has resulted in a significant increase in income tax expensemortgage interest rates during 2024 and 2023, impacting home affordability and consumer sentiment and tempering demand for new homes and finished residential lots. The rising cost of $3,057,000, or $0.38 per share, for the third quarterhousing due to increases in average sales prices in recent years and first nine months of 2018 as a result federal tax law changes enacted during the third quarter of 2018.

Revenues were $10,379,000 and $30,880,000 for the third quarter and first nine months of 2018 compared to $9,777,000 and $33,450,000 for the same periods of the prior year.

Revenues from land sales at AMREP Southwest and its subsidiaries were $2,510,000 and $6,603,000 for the third quarter and first nine months of 2018 compared to $1,461,000 and $7,710,000 for the same periods of 2017. $2,044,000 of the $6,603,000 of revenues from land sales for the first nine months of 2018 was for an approximate five acre undeveloped commercial propertyincreases in Colorado, which was soldmortgage interest rates, coupled with general inflation in the first quarterU.S. economy and other macroeconomic factors, have placed pressure on overall housing affordability and have caused many potential homebuyers to pause and reconsider their housing choices. Given the affordability challenges described above and the resulting impact on demand, the Company has provided sales incentives on certain homes classified as homebuilding model inventory or homebuilding construction in process, opportunistically leased completed homes and slowed the pace of 2018housing starts and had a gross profit percentageland development projects. The Company believes these conditions will continue to impact the land development and homebuilding industries for at least the remainder of 65%.

For2024. In addition, the third quarterCompany has reduced the number and first nine monthsscope of 2018its active land development projects and 2017,delayed proceeding with certain new land development projects due to market headwinds and uncertainty, which is expected to result in reduced developed residential revenues in the Company’s land sales in New Mexico weredevelopment business segment during the remainder of 2024 as followscompared to 2023.

Revenues. The following presents information on revenues (dollars in thousands):

  Ended January 31, 2018  Ended January 31, 2017 
  Acres
Sold
  Revenue  Revenue
Per Acre
  Acres
Sold
  Revenue  Revenue
Per Acre
 
Three months:                  
Developed                  
Residential  7.2  $2,450  $340   2.8  $984  $351 
Commercial  -   -   -   0.4   467   1,168 
Total Developed  7.2   2,450   340   3.2   1,451   453 
Undeveloped  4.8   60   13   2.0   10   5 
Total  12.0  $2,510  $209   5.2  $1,461  $281 
                         
Nine months:                        
Developed                        
Residential  12.9  $4,459  $346   20.9  $7,124  $341 
Commercial  -   -   -   0.4   467   1,168 
Total Developed  12.9   4,459   346   21.3   7,591   356 
Undeveloped  8.4   100   12   11.1   119   11 
Total  21.3  $4,559  $214   32.4  $7,710  $238 

    

Three Months ended October 31,

    

2023

    

2022

    

Increase (decrease)

Land sale revenues

$

4,884

$

12,849

$

(7,965)

 

(62)

%

Home sale revenues

 

3,521

 

2,906

 

615

 

21

%

Other revenues

 

449

 

394

 

55

 

14

%

Total

$

8,854

$

16,149

(7,295)

 

(45)

%

Six Months ended October 31,

 

    

2023

    

2022

    

Increase (decrease)

 

Land sale revenues

$

11,542

$

18,021

$

(6,479)

    

(36)

%

Home sale revenues

 

6,923

 

8,345

 

(1,422)

 

(17)

%

Other revenues

 

678

 

490

 

188

 

38

%

Total

$

19,143

$

26,856

 

(7,713)

 

(29)

%

15

The change in land sale revenues for the three and six months ended October 31, 2023 compared to the prior periods was primarily due to a decrease in revenues from the sale of developed residential land, developed commercial land and undeveloped land. The Company’s land sale revenues consist of (dollars in thousands):

Three Months ended October 31, 2023

Three Months ended October 31, 2022

    

Acres Sold

    

Revenues

    

Revenue Per Acre1

    

Acres Sold

    

Revenues

    

Revenue Per Acre1

Developed

  

  

  

  

  

  

Residential

 

7.4

$

4,698

$

633

 

16.8

$

10,886

$

648

Commercial

 

0.7

 

145

 

200

 

2.2

 

1,888

 

858

Total Developed

 

8.1

4,843

595

 

19.0

12,774

672

Undeveloped

 

1.3

 

41

 

32

 

3.5

 

75

 

21

Total

 

9.4

$

4,884

517

 

22.5

$

12,849

571

Six Months ended October 31, 2023

Six Months ended October 31, 2022

    

Acres Sold

    

Revenues

    

Revenue Per Acre1

    

Acres Sold

Revenues

Revenue Per Acre1

Developed

  

  

  

Residential

 

18.0

$

10,923

$

607

 

26.7

$

16,038

$

601

Commercial

 

1.5

 

549

 

366

 

2.2

1,888

858

Total Developed

 

19.5

11,472

589

 

28.9

17,926

620

Undeveloped

 

8.8

 

70

 

8

 

6.4

95

15

Total

 

28.3

$

11,542

408

 

35.3

$

18,021

511

The average gross profit percentage on New Mexicochanges in the revenue per acre of developed residential land, sales was 16%developed commercial land and 17%undeveloped land for the third quarterthree and first ninesix months of 2018ended October 31, 2023 compared to 42%the prior periods were primarily due to the location and 17%mix of land sold.

The change in home sale revenues for the three and six months ended October 31, 2023 compared to the prior periods was primarily due to an increase in the number of homes sold, with changes in average selling prices during such periods primarily due to the location, size and mix of homes sold. The Company’s home sale revenues consist of (dollars in thousands):

Three Months Ended October 31,

Six Months Ended October 31,

    

2023

    

2022

    

2023

    

2022

Homes sold

 

7

 

5

13

 

16

Average selling price

$

503

$

581

$

532

$

522

As of October 31, 2023, the Company had 41 homes in production, including 16 homes under contract, which homes under contract represented $7,700,000 of expected home sale revenues when closed, subject to customer cancellations and change orders. As of October 31, 2022, the Company had 32 homes in production, including 12 homes under contract, which homes under contract represented $6,300,000 of expected home sale revenues when closed, subject to customer cancellations and change orders.

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

16

Other revenues consist of (in thousands):

Three Months Ended October 31,

Six Months Ended October 31,

    

2023

    

2022

    

2023

    

2022

Oil and gas royalties

$

$

49

$

$

106

Landscaping revenues

314

426

Miscellaneous other revenues

 

135

 

345

 

252

 

384

Total

$

449

$

394

$

678

$

490

Refer to Note 7 to the consolidated financial statements contained in the 2023 Form 10-K for additional detail about the categories of other revenues.

Miscellaneous other revenues for the same periodsthree and six months ended October 31, 2023 primarily consist of 2017.extension fees for purchase contracts, forfeited deposits and residential rental revenues. Miscellaneous other revenues for the three and six months ended October 31, 2022 primarily consist of a non-refundable option payment and forfeited deposits.

Cost of Revenues. The profit percentage is attributable tofollowing presents information on cost of revenues (dollars in thousands):

Three Months ended October 31,

    

2023

    

2022

    

 Increase (decrease)

Land sale cost of revenues, net

$

3,581

$

8,472

$

(4,891)

 

(58)

%

Home sale cost of revenues

 

2,513

 

2,051

 

462

 

23

%

Other cost of revenues

163

163

(a)

Total

$

6,257

$

10,523

(4,264)

(41)

%

    

Six Months ended October 31,

2023

    

2022

    

Increase (decrease)

Land sale cost of revenues, net

$

7,865

$

11,779

$

(3,914)

    

(33)

%

Home sale cost of revenues

 

4,903

 

5,714

 

(811)

 

(14)

%

Other cost of revenues

 

181

 

 

181

 

(a)

Total

$

12,949

$

17,493

(4,544)

 

(26)

%

(a)Percentage not meaningful.

Land sale cost of revenues, net consist of (in thousands):

    

Three Months Ended October 31,

    

Six Months Ended October 31,

    

2023

    

2022

    

2023

    

2022

Land sale cost of revenues

$

4,234

$

9,155

$

9,401

$

12,986

Less:

 

 

 

 

Public improvement district reimbursements

 

(45)

 

(34)

 

(246)

 

(325)

Private infrastructure covenant reimbursements

 

(139)

 

(114)

 

(274)

 

(293)

Payments for impact fee credits

 

(469)

 

(535)

 

(1,017)

 

(589)

Land sale cost of revenues, net

$

3,581

$

8,472

$

7,864

$

11,779

Land sale gross margins were 27% and 32% for the mix of lots sold with developed lots having a lower profit percentagethree and six months ended October 31, 2023 compared to undeveloped lots.34% and 35% for the three and six months ended October 31, 2022. 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 profitsmargins 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.

Operating and selling expenses for real estate increased from $370,000 and $1,188,000 for the third quarter and first nine months of 2017 to $470,000 and $1,563,000 for the same periods of 2018, primarily due to increased costs of storm water pollution prevention, broker commissions on sales activity and personnel costs, offset in part by lower consulting fees.

16The change in home sale cost of revenues for the three and six months ended October 31, 2023 compared to the prior periods was primarily due to the number of homes sold. Home sale gross margins were 29% and 30% for the three and six months ended October 31, 2023 compared to 29% and 32% for the three and six months ended October 31, 2022. The change in gross

17

margin was primarily due to the location, size and mix of homes sold and to increases in the prices of skilled labor and certain building materials.
Other cost of revenues for the three and six months ended October 31, 2023 consist of cost of goods sold for landscaping services. There were no other cost of revenues for the three and six months ended October 31, 2022.

Revenues from the Company’s fulfillment services operations decreased from $8,222,000General and $23,908,000 for the third quarter and first nine months of 2017 to $7,676,000 and $22,952,000 for the same periods in 2018.Administrative Expenses. The lower revenues were attributable to reduced business volumes from existing customers, certain price concessionsfollowing presents information on renewed contracts and lost business. Magazine publishers are one of 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 approximately 10.3% of the total Company revenues for the first nine months of 2018 has given notice that a significant portion of its business will be transferred from Palm Coast at the end of 2018. Operating and selling expenses for fulfillment services decreased from $6,855,000 and $20,235,000 for the third quarter and first nine months of 2017 to $6,338,000 and $18,415,000 for the same periods in 2018, primarily due to lower payroll and benefits and order entry costs, resulting from reduced business volumes, together with lower communications, software and equipment maintenance costs, offset in part by increased bad debt expense.

Other revenues were $193,000 and $1,685,000 for the third quarter and first nine months of 2018 compared to $94,000 and $1,832,000 for the same periods of 2017. Other revenues for the first nine months of 2018 were primarily due to a pre-tax gain of $1,318,000 related to a settlement agreement with the State of Florida by Palm Coast (refer to Note 7 of the notes to the consolidated financial statements included in this report on Form 10-Q). Other revenues for the first nine months of 2017 were primarily the result of the sale of a retail commercial property by AMREP Southwest, which resulted in a pre-tax gain of $1,496,000. In addition to these pre-tax gains, Other revenues includes the recognition of deferred revenue related to an oil and gas lease, as well as fees and forfeited deposits from customers earned by AMREP Southwest, together with miscellaneous other income items.

Fulfillment services general and administrative expenses decreased from $345,000 and $1,025,000(dollars in thousands):

Three Months ended October 31,

    

2023

    

2022

    

Increase (decrease)

Land development

$

834

$

642

$

192

 

30

%

Homebuilding

 

313

 

274

 

39

 

14

%

Corporate

 

399

 

239

 

160

 

67

%

Total

$

1,546

$

1,155

391

34

%

    

Six Months ended October 31,

 

2023

    

2022

    

Increase (decrease)

 

Land development

$

1,665

$

1,249

$

416

    

33

%

Homebuilding

 

604

 

531

 

73

 

14

%

Corporate

 

852

 

545

 

307

 

56

%

Total

$

3,121

$

2,325

 

796

 

34

%

The change in land development general and administrative expenses for the three and six months ended October 31, 2023 compared to the prior periods was primarily due to increases in the accrual for property taxes. The Company did not record any non-cash impairment charges on real estate inventory or investment assets in the three and six months ended October 31, 2023 or October 31, 2022. Due to volatility in market conditions and development costs, the Company may experience future impairment charges.
The change in homebuilding general and administrative expenses for the three and six months ended October 31, 2023 compared to the prior periods was primarily due to expansion of the Company’s homebuilding operations.
The change in corporate general and administrative expenses for the three and six months ended October 31, 2023 compared to the prior periods was primarily due to increases in pension benefit expenses and professional services in connection with termination of the pension plan offset in part by decreases in payroll, office rent and depreciation.

Interest Income, Net. For the three months ended October 31, 2023, the Company had interest income, net of $163,000 compared to no interest income, net for the third quarter and first ninethree months ended October 31, 2022. For the six months ended October 31, 2023, the Company had interest income, net of 2017$211,000 compared to $313,000 and $970,000interest income, net of $6,000 for the same periodssix months ended October 31, 2022. There were no interest or loan costs capitalized in real estate inventory in the three and six months ended October 31, 2023. Interest and loan costs of 2018, primarily due to lower payroll$16,000 and benefits, professional costs, bank fees$28,000 were capitalized in real estate inventory in the three and amortizationsix months ended October 31, 2022.

Income Taxes. The Company had a provision for income taxes of intangible assets. Real estate general$106,000 and administrative expenses increased from $130,000$831,000 for the third quarter of 2017 to $156,000three and six months ended October 31, 2023 and $850,000 and $1,511,000 for the same period of 2018, primarily due to an increase in payrollthree and benefit costs. Real estate general and administrative expenses decreased from $433,000 for the first ninesix months in 2017 to $356,000 for the same period of 2018, primarily due to reductions in rent, legal expense and insurance. Corporate general and administrative expenses decreased from $787,000 and $2,364,000 in the third quarter and first nine months of 2017 to $690,000 and $2,194,000 for the same periods of 2018, primarily due to lower pension costs, consulting fees and legal expenses, offset in part by higher payroll costs.

Interest expense was $18,000 and $49,000 for the third quarter and first nine months of 2018 compared to $22,000 and $328,000 for the same periods of 2017. Interest expense in 2018 was primarilyended October 31, 2022 related to the settlement and remaining liability with the Stateamount of Florida noted above and interest expense in 2017 was primarily related to two notes payableincome before income taxes during each period.

18

Table of AMREP Southwest that were paid in full during 2017. There was no capitalized interest for the first nine months of 2018 compared to $45,000 and $83,000 for the third quarter and first nine months of 2017.Contents

The U.S. Tax Cuts and Jobs Act (the “Act”) was signed into law in December 2017. The Act significantly revised the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates. The Act reduces the federal corporate tax rate to 21.0% effective January 1, 2018. As the Company has an April 30 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal corporate tax rate of approximately 29.7% for our fiscal year ending April 30, 2018, and a 21% rate for subsequent fiscal years. The 29.7% federal corporate tax rate is a blended rate for the April 30, 2018 fiscal year-end based on a prorated percentage of the number of days prior and subsequent to the January 1, 2018 effective date.

17

In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Act. SAB 118 provides for a measurement period that should not extend beyond one year from the Act enactment date for companies to complete the accounting under Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately before the enactment of the Act.

As of January 31, 2018, the Company had not completed its accounting for the tax effects of the Act, but was able to make reasonable estimates of the impact of the reduction in corporate tax rate and the re-measurement of deferred tax balances:

·The Company’s current income tax expense reported for the first nine months of 2018 was adjusted to reflect the lower statutory corporate federal tax rate, which will be 29.7% for 2018 compared to 34.0% for 2017. This resulted in a decrease in income tax expense of $202,000 for the third quarter and first nine months of 2018.

·The Company made a reasonable estimate of the effect on its deferred tax balances by applying the 21% federal corporate tax rate to the Company’s (i) opening year deferred tax balances and (ii) a discrete deferred tax asset related to amortization of intangible assets for the nine month period ending January 31, 2018, resulting in a provisional estimate of $3,259,000 of income tax expense and a reduction of net deferred tax assets for the same amount during the third quarter of 2018. This provisional estimate did not result in any current income taxes payable. As of January 31, 2018, the Company does not have all needed information regarding the current year impact on deferred tax balances to finalize the accounting for the tax effects of the Act. The Company continues to address the tax effects of the Act, analyzing certain aspects of the Act and refining calculations. This could potentially affect the measurement of deferred tax balances or potentially give rise to new deferred tax amounts. The Company expects to finalize the accounting for the tax effects of enactment of the Act prior to filing its Form 10-K for 2018.

The Company’s effective tax rate for the third quarter and first nine months was increased by the effect of a net income tax expense increase of $3,057,000 related to accounting for the tax effects of the Act. Excluding this increase, the Company’s effective tax rate was 27.7% and 32.5% for the third quarter and first nine months of 2018 compared to 35.5% and 32.5% for the same periods of 2017. The difference between the statutory rate and the effective rate of the tax provision after excluding the $3,057,000 was primarily due to state taxes.

The total tax effect of gross unrecognized tax benefits in the accompanying financial statements at both January 31, 2018 and April 30, 2017 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.

18

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2023, the Company had cash and cash equivalents and short-term investments as follows (in thousands):

    

Cash and Cash

    

Short-Term

Equivalents

Investments

Cash

$

10,722

$

Certificates of Deposit

 

 

2,000

U.S. Government Securities

 

5,999

 

2,999

Total

$

16,721

$

4,999

The Company’s primary sourcesAs of funding for working capital requirements areApril 30, 2023, the Company had cash flowof $19,993,000 and no cash equivalents or short-term investments.

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 operations, bank financing for specific real estate projectssubsidiaries to pay expenses and existing cash balances.fund operations. The Company’s liquidity is affected by many factors, including some that are based on normal operations and some that are related to the industries in which the Company operatesreal estate industry 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 20172023 Form 10-K.

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

Six Months ended October 31,

    

2023

    

2022

Net cash provided by (used in) operating activities

$

1,867

$

(934)

Net cash used in investing activities

 

(5,134)

 

(121)

Net cash provided by (used in) financing activities

 

(5)

 

(1,778)

Increase (decrease) in cash and cash equivalents

$

(3,272)

$

(2,833)

Operating Activities. The net cash provided by operating activities for the six months ended October 31, 2023 was primarily due to cash generated from business operations and a reduction real estate inventory and other assets offset in part by an increase in investment assets and a reduction in accounts payable and accrued expenses. The net cash used in operating activities for the six months ended October 31, 2022 was primarily due to cash generated from business operations and an increase in taxes payable offset in part by an increase in real estate inventory and investment assets and a reduction in accounts payable and accrued expenses.
Investing Activities. The net cash used in investing activities for the six months ended October 31, 2023 was primarily due to the purchase of short-term investments. The net cash used in investing activities for the six months ended October 31, 2022 was primarily due to an increase in capital expenditures for property and equipment.
Financing Activities. The net cash used in financing activities for the six months ended October 31, 2023 was due to principal debt repayments. The net cash used in financing activities for the six months ended October 31, 2022 was primarily due to principal debt repayments. Notes payable decreased from $44,000 as of April 30, 2023 to $39,000 as of October 31, 2023 primarily due to principal debt repayments. Refer to Note 7 to the unaudited condensed consolidated financial statements

19

included in this report on Form 10-Q and Note 6 to the consolidated financial statements contained in the 2023 Form 10-K for detail regarding the Company’s notes payable.

Asset and Liability Levels. The following presents information on certain assets and liabilities (dollars in thousands):

    

October 31,

    

April 30, 

    

 

2023

2023

Increase (decrease)

 

Real estate inventory

$

63,879

$

65,625

$

(1,746)

 

(3)

%

Investment assets, net

 

16,800

 

13,747

3,053

 

22

%

Other assets

 

2,836

 

3,249

(413)

 

(13)

%

Deferred income taxes, net

 

11,824

 

12,493

(669)

 

(5)

%

Prepaid pension costs

 

702

 

747

(45)

 

(6)

%

Accounts payable and accrued expenses

 

3,763

 

4,851

(1,088)

 

(22)

%

Income taxes receivable (payable), net

 

(417)

 

41

(458)

 

(a)

(a)Percentage not meaningful.

Real estate inventory consists of (in thousands):

    

October 31, 

    

April 30, 

    

 

2023

2023

Increase (decrease)

 

Land inventory in New Mexico

$

55,554

$

59,361

$

(3,807)

 

(6)

%

Land inventory in Colorado

3,462

 

3,445

17

 

(a)

Homebuilding model inventory

 

984

 

1,171

(187)

 

(16)

%

Homebuilding construction in process

 

3,879

 

1,648

2,231

 

135

%

Total

$

63,879

$

65,625

(a)Percentage not meaningful.

Refer to Note 92 to the consolidated financial statements contained in 2023 Form 10-K for detail regarding real estate inventory. From April 30, 2023 to October 31, 2023, the change in land inventory in New Mexico was primarily due to the sale of land offset in part by land development activity, the change in homebuilding model inventory was primarily due to the sale of homes offset in part by the completion of homes not yet sold and the change in homebuilding construction in process was primarily due to an increase in the number of homes that started construction and shortages of skilled labor and certain building materials and delays in municipal approvals and inspections causing construction cycle times to lengthen.

Investment assets consist of (in thousands):

October 31,

April 30,

 

    

2023

    

2023

    

Increase (decrease)

 

Land held for long-term investment

$

9,118

$

8,961

$

157

    

2

%

Owned real estate leased or intended to be leased

 

7,746

 

4,802

 

2,944

 

61

%

Less accumulated depreciation

(64)

(16)

(48)

(a)

Owned real estate leased or intended to be leased, net

7,682

4,786

2,896

61

%

Total

$

16,800

$

13,747

(a)Percentage not meaningful.

Land held for long-term investment represents property located in areas that are not planned to be developed in the near term and that has not been offered for sale in the normal course of business.

Owned real estate leased or intended to be leased represents homes and buildings leased or intended to be leased to third parties. As of October 31, 2023, nine homes were leased to residential tenants and two buildings were leased to commercial tenants. As of April 30, 2023, eight homes were leased to residential tenants and two buildings under construction were leased to commercial tenants. Given the impact on demand as a result of affordability challenges described above, the Company has

20

opportunistically leased completed homes. Depreciation associated with owned real estate leased or intended to be leased was $29,000 and $48,000 for the three and six months ended October 31, 2023 and there was no such depreciation for the three and six months ended October 31, 2022.

From April 30, 2023 to October 31, 2023:
oThe change in other assets was primarily due to a decrease in prepaid expenses related to the termination of a land development cash collateralized performance guaranty.
oThe change in deferred income taxes, net was primarily due to the income tax effect of the amount of income before income taxes during the year.
oThe change in prepaid pension costs was primarily due to the funding levels of the Company’s frozen defined benefit pension plan. The Company recorded no other comprehensive income for the three and six months ended October 31, 2023. The Company recorded, net of tax, other comprehensive income of $77,000 and $143,000 for the three and six months ended October 31, 2022 reflecting the change in accrued pension costs during each period net of the related deferred tax and unrecognized prepaid pension amounts.
oThe change in accounts payable and accrued expenses was primarily due to the payment of invoices and a decrease in accrued property taxes.
oThe change in taxes receivable (payable), net was primarily due to the payment of taxes and the accrual of state income taxes payable related to the amount of income before income taxes for the six months ended October 31, 2023.

Off-Balance Sheet Arrangements. As of October 31, 2023 and October 31, 2022, the Company did not have any off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K).

Recent Accounting Pronouncements. Refer to Note 1 to the consolidated financial statements contained in the 20172023 Form 10-K for detail about the settlement agreement entered into between Palm Coast and the Statea discussion of Florida in the first quarter of 2018. In June 2009, Palm Coast received $3,000,000 pursuant to an agreement with the State of Florida (the “Award Agreement”) as part of the incentives made available in connection with the consolidation of the Company’s fulfillment services operations at its Palm Coast, Florida location. The Award Agreement included certain performance requirements in terms of job retention, job creation and capital investment which, if not met by Palm Coast, entitled the State of Florida to obtain the return of a portion, or all, of the $3,000,000. Palm Coast had not met certain of the performance requirements in the Award Agreement. During the first quarter of 2018, Palm Coast entered into a Settlement Agreement and Mutual General Release (the “Settlement Agreement”) with the State of Florida. Pursuant to the Settlement Agreement, (1) the Award Agreement was terminated, (2) each of the parties released all claims relating to the Award Agreement that the releasing party may have had against the other party and (3) Palm Coast agreed to pay the State of Florida $1,763,000 as follows: (a) $163,000 during the first quarter of 2018 and (b) 40 quarterly payments of $40,000 each, without interest, on the first business day of each calendar quarter starting on October 1, 2017 and ending on July 1, 2027. Palm Coast timely paid the State of Florida $163,000 during the first quarter of 2018, $40,000 during the second quarter of 2018 and $40,000 during the third quarter of 2018, leaving a balance owed to the State of Florida of $1,520,000 as of January 31, 2018.recently issued accounting pronouncements.

In the Company’s consolidated financial statements and as a result of entering into the Settlement Agreement, Palm Coast reduced its previously recorded liability of $3,000,000 and a related $26,000 interest accrual by $1,620,000 to $1,406,000 by recognizing a pre-tax gain of $1,318,000 and recording deferred revenue of $302,000. The $1,318,000 pre-tax gain was determined based on depreciation previously taken on assets acquired with Award Agreement funds that were retained by Palm Coast and was recognized in Other revenues during the first nine months of 2018. The $302,000 deferred revenue will be recognized over the remaining life of these assets (approximately seven years from January 31, 2018), with $61,000 having been recognized during the first nine months of 2018 resulting in a deferred revenue balance of $241,000 as of January 31, 2018. As a result of paying the State of Florida $163,000 during the first quarter of 2018, $40,000 during the second quarter of 2018 and $40,000 during the third quarter of 2018, Palm Coast recognized $41,000 of imputed interest expense and reduced its remaining balance sheet liability of $1,406,000 as of the date of the Settlement Agreement to $1,204,000 as of January 31, 2018. These balance sheet liability numbers are less than the amounts owed to the State of Florida of $1,763,000 as of the date of the Settlement Agreement and $1,520,000 as of January 31, 2018 because they have been adjusted to reflect the present values of these deferred non-interest bearing obligations.

In February 2018, Palm Coast and the Company entered into a Release Agreement (the “Release Agreement”) with the State of Florida. Pursuant to the Release Agreement, (1) Palm Coast paid the State of Florida $956,000, (2) each of the parties released all claims relating to the guaranty agreement (the “Guaranty Agreement”) between the Company and the State of Florida entered into in the first quarter of 2018 and the payment obligations under the Settlement Agreement that the releasing party may have had against each of the other parties and (3) each of the Guaranty Agreement and the payment obligations under the Settlement Agreement shall be deemed terminated and none of the parties shall have any further liabilities or obligations with respect thereto. The Company expects to recognize a gain related to the Release Agreement of approximately $257,000 during the fourth quarter of 2018.

19

Operating Activities

Accounts payable and accrued expenses increased from $7,035,000 at April 30, 2017 to $9,187,000 at January 31, 2018, primarily due to an increase in land development activity in Rio Rancho, New Mexico.

Real estate inventory increased from $56,090,000 at April 30, 2017 to $58,271,000 at January 31, 2018, primarily due to an increase in land development activity in Rio Rancho, New Mexico, offset in part by real estate land sales. Property, plant and equipment decreased from $10,852,000 at April 30, 2017 to $10,028,000 at January 31, 2018 due to normal depreciation of fixed assets.

Other liabilities and deferred revenue decreased from $3,376,000 at April 30, 2017 to $1,653,000 at January 31, 2018, primarily due to the previously described settlement agreement between Palm Coast and the State of Florida.

Accrued pension costs decreased from $10,967,000 at April 30, 2017 to $9,707,000 at January 31, 2018, primarily due to $1,040,000 of Company contributions to the pension plan.

Investing Activities

Capital expenditures totaled $130,000 for the first nine months of 2018 and $63,000 for the same period of 2017, primarily for the fulfillment services business.

Financing Activities

During December 2017, Lomas Encantadas Development Company LLC (“LEDC”), an indirect subsidiary of AMREP Corporation, entered into a Development Loan Agreement with BOKF, NA dba Bank of Albuquerque (“Lender”). The Development Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory Note, dated December 18, 2017, and is secured by a Mortgage, Security Agreement and Financing Statement, between LEDC and Lender, dated November 16, 2017, with respect to 343 planned residential lots within the Lomas Encantadas subdivision (the “Mortgaged Property”) located in Rio Rancho, New Mexico. Pursuant to a Guaranty Agreement, dated December 18, 2017, entered into by AMREP Southwest in favor of Lender, AMREP Southwest has guaranteed LEDC’s obligations under each of the above agreements. The Development Loan Agreement, Non-Revolving Line of Credit Promissory Note, Mortgage, Security Agreement and Financing Statement, Guaranty Agreement and other related transaction documents are collectively referred to as the “Loan Documentation.”

Pursuant to the Loan Documentation, Lender agrees to lend up to $4,750,000 to LEDC on a non-revolving line of credit basis to partially fund the development of the Mortgaged Property. LEDC expects to fully utilize the $4,750,000 for its land development activities. 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. Lender is required to release the lien of its mortgage on any lot included in the Mortgaged Property upon LEDC making a principal payment of $43,000 or $53,000 depending on the location of the lot. LEDC is required to make periodic principal repayments to the extent not previously paid as follows: $1,370,000 on or before August 18, 2019, $599,000 on or before November 18, 2019, $599,000 on or before February 18, 2020, $599,000 on or before May 18, 2020, $599,000 on or before August 18, 2020 and $599,000 on or before November 18, 2020. The outstanding principal amount of the loan as of January 31, 2018 was $638,000. The outstanding principal amount of the loan may be prepaid at any time without penalty. The loan is scheduled to mature on December 18, 2021. LEDC incurred certain customary costs and expenses and paid certain fees to Lender in connection with the loan.

20

LEDC and AMREP Southwest have made certain representations and warranties in the Loan Documentation 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 AMREP Southwest to observe or perform their respective covenants under the Loan Documentation; the representations and warranties of LEDC or AMREP Southwest being false; the insolvency or bankruptcy of LEDC or AMREP Southwest; and the failure of AMREP Southwest to maintain a tangible net worth of at least $35 million. Upon the occurrence and during the continuance of an event of default, Lender may declare the outstanding principal amount and all other obligations under the Loan Documentation immediately due and payable. At January 31, 2018, both LEDC and AMREP Southwest were in compliance with the covenants contained within the Loan Documentation.

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.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, acquisition of land, homebuilding, commercial projects, general and administrative expenses and capital expenditure needs, (2) the Company’s expected lossliquidity sources, including the availability of a material customerbank financing for projects and the utilization of existing bank financing, (3) the conditions resulting in homebuyer affordability challenges persisting through 2024, (4) the amount of developed residential revenues in the Company’s land development business segment during the remainder of 2024, (5) the backlog of homes under contract and in production, the effectdollar amount of expected sale revenues when such loss, the effect of recent accounting pronouncements on the Company,homes are closed and homes and buildings leased or intended to be leased to third parties, (6) the timing of recognizing unrecognized compensation expense related to shares of restricted common stock issued under the AMREP Corporation 2016 Equity Plans,

21

Compensation Plan, (7) the liability for unrecognized tax benefits not changingfuture issuance of deferred stock units to directors of the Company, (8) the dilution to earnings per share that outstanding options to purchase shares of common stock of the Company may cause in the next twelve months, the availability of bank financing for projects, the expected utilization of existing bank financing, the impact of the U.S. Tax Cutsfuture and Jobs Act on the Company and(9) the future business conditions that may be experienced by the Company. The Company undertakes no obligation to update or publicly release any revisions to any forward-looking statement to reflect events, circumstances or changes in expectations after the date of such forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

21

Item 4.

Item 4.Controls and Procedures

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s chief executive officerChief Executive Officer and chief financial officer,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 officerChief Executive Officer and chief financial officerVice President, Finance and Accounting have concluded that such disclosure controls and procedures arewere effective as of October 31, 2023 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 executive officerthe Company’s Chief Executive Officer and chief financial officer,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“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.

22

PART II. OTHER INFORMATION

Item 6

Item 6.Exhibits.

Exhibits

Exhibit
Number
Description
10.1

Exhibit
Number

Description

3.1

Development Loan Agreement, datedBylaws, as of December 18, 2017, between BOKF, NA dba Bank of Albuquerque and Lomas Encantadas Development Company, LLC.amended. (Incorporated by reference to Exhibit 10.13.1 to Registrant’s CurrentQuarterly Report on Form 8-K10-Q filed December 20, 2017)September 13, 2023)

10.2

31.1

Non-Revolving Line of Credit Promissory Note, dated December 18, 2017, by Lomas Encantadas Development Company, LLC in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.12 to Registrant’s Current Report on Form 8-K filed December 20, 2017)

10.3Mortgage, Security Agreement and Financing Statement, dated as of November 16, 2017, between BOKF, NA dba Bank of Albuquerque and Lomas Encantadas Development Company, LLC. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed December 20, 2017)
10.4Guaranty Agreement, dated as of December 18, 2017, 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 December 20, 2017)
10.5Release Agreement, dated February 22, 2018, between the Florida Department of Economic Opportunity, Palm Coast Data LLC and AMREP Corporation. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed February 28, 2018)
31.1Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2

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

32

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

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

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

23

22

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.

Date: March 19, 2018December 11, 2023

AMREP CORPORATION

(Registrant)

By:

/s/ JamesAdrienne M. McMonagleUleau

James

Name: Adrienne M. McMonagleUleau

Title: Vice President, Finance and Chief Financial OfficerAccounting

(Principal Accounting Officer)

24

23

EXHIBIT INDEX

Exhibit
Number
Description
10.1

Exhibit
Number

Description

3.1

Development Loan Agreement, datedBylaws, as of December 18, 2017, between BOKF, NA dba Bank of Albuquerque and Lomas Encantadas Development Company, LLC.amended. (Incorporated by reference to Exhibit 10.13.1 to Registrant’s CurrentQuarterly Report on Form 8-K10-Q filed December 20, 2017)September 13, 2023)

10.2

31.1

Non-Revolving Line of Credit Promissory Note, dated December 18, 2017, by Lomas Encantadas Development Company, LLC in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.12 to Registrant’s Current Report on Form 8-K filed December 20, 2017)

10.3Mortgage, Security Agreement and Financing Statement, dated as of November 16, 2017, between BOKF, NA dba Bank of Albuquerque and Lomas Encantadas Development Company, LLC. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed December 20, 2017)
10.4Guaranty Agreement, dated as of December 18, 2017, 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 December 20, 2017)
10.5Release Agreement, dated February 22, 2018, between the Florida Department of Economic Opportunity, Palm Coast Data LLC and AMREP Corporation. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed February 28, 2018)
31.1Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934

31.2

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

32

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

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

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

25

24