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

For the quarterly period ended ~~October~~July 31, ~~2021~~2022


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

For the transition period from ___________ to ___________

Commission File Number: 1-4702

AMREP Corporation

(Exact Name of Registrant as Specified in its Charter)

Oklahoma		59-0936128
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

850 West Chester Pike, Suite 205, Havertown, PA		19083
Address of Principal Executive Offices		Zip Code

(610) 487-0905

Registrant’s Telephone Number, Including Area Code

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

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


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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧☒

Number of Shares of Common Stock, par value $.10 per share, outstanding at ~~December 3, 2021~~September 2, 2022 – ~~7,336,370.~~5,254,909.

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AMREP CORPORATION AND SUBSIDIARIES

INDEX

			PAGE NO.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets ~~October~~July 31, ~~2021~~2022 (Unaudited) and April 30, ~~2021~~2022		2

	Condensed Consolidated Statements of Operations (Unaudited) Three ~~and Six~~ Months Ended ~~October~~July 31, ~~2021~~2022 and ~~2020~~2021		3

	Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three ~~and Six~~ Months Ended ~~October~~July 31, ~~2021~~2022 and ~~2020~~2021		4

	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) Three ~~and Six~~ Months Ended ~~October~~July 31, ~~2021~~2022 and ~~2020~~2021		5

	Condensed Consolidated Statements of Cash Flows (Unaudited) ~~Six~~Three Months Ended ~~October~~July 31, ~~2021~~2022 and ~~2020~~2021		6

	Notes to Condensed Consolidated Financial Statements (Unaudited)		7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15	12

Item 4.	Controls and Procedures	22	18

PART II. OTHER INFORMATION

Item 6.	Exhibits	23	19

SIGNATURE		24	20

EXHIBIT INDEX		25	21

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PART I. FINANCIAL INFORMATION

Item 11.. Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE ~~SHEE~~TSSHEETS

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


	October 31,		April 30,		July 31,		April 30,
	2021		2021		2022		2022
	(Unaudited)				(Unaudited)
ASSETS
Cash and cash equivalents	$	30,327	$	24,801	$	15,915	$	15,721
Real estate inventory		61,772		55,589		68,604		67,249
Investment assets, net		9,775		13,582
Investment assets						8,961		9,017
Other assets		1,870		645		2,082		1,882
Deferred income taxes, net		1,165		2,749		928		958
Prepaid pension costs						311		90
TOTAL ASSETS	$	104,909	$	97,366	$	96,801	$	94,917

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
LIABILITIES:
Accounts payable and accrued expenses	$	4,758	$	4,458	$	4,976	$	6,077
Notes payable, net		5,952		3,448
Notes payable						2,080		2,030
Taxes payable, net		29		95		4,428		3,648
Accrued pension costs		35		476
TOTAL LIABILITIES		10,774		8,477		11,484		11,755

Shareholders’ Equity:
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 7,336,370 at October 31, 2021 and 7,323,370 at April 30, 2021		731		730
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 5,254,909 at July 31, 2022 and 5,240,309 at April 30, 2022						526		524
Capital contributed in excess of par value		45,221		45,072		32,558		32,383
Retained earnings		52,673		47,710		56,740		54,828
Accumulated other comprehensive loss, net		(4,490)		(4,623)		(4,507)		(4,573)
TOTAL SHAREHOLDERS’ EQUITY		94,135		88,889		85,317		83,162
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	104,909	$	97,366	$	96,801	$	94,917

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

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three ~~and Six~~ Months ended ~~October~~July 31, ~~2021~~2022 and ~~2020~~2021

(Amounts in thousands, except per share amounts)


	Three Months ended				Six Months ended				Three Months ended
	October 31,				October 31,				July 31,
	2021		2020		2021		2020		2022		2021
REVENUES:
Land sale revenues	$	8,466	$	8,526	$	15,656	$	12,013	$	5,172	$	7,190
Home sale revenues		819		202		3,230		202		5,439		2,411
Building sales and other revenues		6,951		528		7,857		1,247
Other revenues										621		906
Total revenues		16,236		9,256		26,743		13,462		11,232		10,507

COSTS AND EXPENSES:
Land sale cost of revenues		6,154		6,430		11,765		9,109		3,832		5,610
Home sale cost of revenues		629		174		2,543		174		3,663		1,914
Building sales and other cost of revenues		3,837		0		3,837		—
General and administrative expenses		1,257		1,523		2,443		2,967		1,171		1,188
Total costs and expenses		11,877		8,127		20,588		12,250		8,666		8,712
Operating income		4,359		1,129		6,155		1,212		2,566		1,795

Interest income (expense), net		2		(12)		1		(6)
Interest income, net										7		1
Other income		30		0		260		650		—		230
Income before income taxes		4,391		1,117		6,416		1,856		2,573		2,026

Provision for income taxes		1,065		319		1,453		465		661		389
Net income	$	3,326	$	798	$	4,963	$	1,391	$	1,912	$	1,637

Basic earnings per share	$	0.45	$	0.10	$	0.67	$	0.17	$	0.36	$	0.22
Diluted earnings per share	$	0.45	$	0.10	$	0.67	$	0.17	$	0.36	$	0.22
Weighted average number of common shares outstanding – basic		7,361		8,122		7,354		8,136		5,274		7,346
Weighted average number of common shares outstanding – diluted		7,383		8,152		7,378		8,168		5,296		7,373

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

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three ~~and Six~~ Months ended ~~October~~July 31, ~~2021~~2022 and ~~2020~~2021

(Amounts in thousands)


	Three Months ended				Six Months ended				Three Months ended
	October 31,				October 31,				July 31,
	2021		2020		2021		2020		2022		2021
Net income	$	3,326	$	798	$	4,963	$	1,391	$	1,912	$	1,637
Other comprehensive income, net of tax:
Decrease in pension liability		98		132		195		264		97		97
Income tax effect		(31)		(42)		(62)		(84)		(31)		(31)
Decrease in pension liability, net of tax		67		90		133		180		66		66
Other comprehensive income		67		90		133		180		66		66
Total comprehensive income	$	3,393	$	888	$	5,096	$	1,571	$	1,978	$	1,703

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

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY ~~(UN~~~~AUDITED)~~(UNAUDITED)

Three ~~and Six~~ Months ended ~~October~~July 31, ~~2021~~2022 and ~~2020~~2021

(Amounts in thousands)


				Capital				Accumulated		Treasury							Capital				Accumulated
				Contributed				Other		Stock,							Contributed				Other
	Common Stock			in Excess of		Retained		Comprehensive		at				Common Stock			in Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Loss		Cost		Total		Shares	Amount		Par Value		Earnings		Loss		Total
Balance, August 1, 2021	7,336	$	731	$	45,221	$	49,347	$	(4,557)	$	0	$	90,742
Balance, May 1, 2022														5,240	$	524	$	32,383	$	54,828	$	(4,573)	$	83,162
Issuance of restricted common stock														15		2		162		—		—		164
Issuance of option to purchase common stock														—		—		13		—		—		13
Net income	—		0		0		3,326		0		0		3,326	—		—		—		1,912		—		1,912
Other comprehensive income	—		0		0		0		67		0		67	—		—		—		—		66		66
Balance, October 31, 2021	7,336	$	731	$	45,221	$	52,673	$	(4,490)	$	0	$	94,135

Balance, August 1, 2020	8,367	$	837	$	51,375	$	43,742	$	(6,377)	$	(4,215)	$	85,362
Issuance of common stock settled from deferred common share units	12		0		0		0		0		0		0
Repurchase of common stock	(687)		(69)		(4,159)		0		0		0		(4,228)
Net income	—		0		0		798		0		0		798
Other comprehensive income	—		0		0		0		90		0		90
Balance, October 31, 2020	7,692	$	768	$	47,216	$	44,540	$	(6,287)	$	(4,215)	$	82,022
Balance, July 31, 2022														5,255	$	526	$	32,558	$	56,740	$	(4,507)	$	85,317

Balance, May 1, 2021	7,323	$	730	$	45,072	$	47,710	$	(4,623)	$	0	$	88,889	7,323	$	730	$	45,072	$	47,710	$	(4,623)	$	88,889
Issuance of restricted common stock	13		1		149		0		0		0		150	13		1		149		—		—		150
Net income	—		0		0		4,963		0		0		4,963	—		—		—		1,637		—		1,637
Other comprehensive income	—		0		0		0		133		0		133	—		—		—		—		66		66
Balance, October 31, 2021	7,336	$	731	$	45,221	$	52,673	$	(4,490)	$	0	$	94,135

Balance, May 1, 2020	8,358	$	836	$	51,334	$	43,149	$	(6,467)	$	(4,215)	$	84,637
Issuance of restricted common stock	9		1		41		0		0		0		42
Issuance of common stock settled from deferred common share units	12		0		0		0		0		0		0
Repurchase of common stock	(687)		(69)		(4,159)		0		0		0		(4,228)
Net income	—		0		0		1,391		0		0		1,391
Other comprehensive income	—		0		0		0		180		0		180
Balance, October 31, 2020	7,692	$	768	$	47,216	$	44,540	$	(6,287)	$	(4,215)	$	82,022
Balance, July 31, 2021														7,336	$	731	$	45,221	$	49,347	$	(4,557)	$	90,742

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

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

~~Six~~Three Months ended ~~October~~July 31, ~~2021~~2022 and ~~2020~~2021

(Amounts in thousands)


	Six Months ended October 31,				Three Months ended July 31,
	2021		2020		2022		2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4,963	$	1,391	$	1,912	$	1,637
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		204		270		8		104
Amortization of debt issuance costs		34		30		—		34
Non-cash credits and charges:
Stock-based compensation		47		42		36		16
Deferred income tax provision		1,522		548		—		456
Net periodic pension cost		(246)		208		(124)		(123)
Gain on debt forgiveness		(45)		—		—		(45)
Changes in assets and liabilities:
Real estate inventory and investment assets		(2,580)		(1,065)		(1,299)		(5,709)
Other assets		(1,203)		(614)		56		(12)
Accounts payable and accrued expenses		300		1,575		(1,107)		(758)
Accrued pension costs		—		(1,847)
Taxes payable		(66)		—
Taxes payable (receivable), net						780		(66)
Net cash provided by (used in) operating activities		2,930		538		262		(4,466)

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from corporate-owned life insurance policy		92		—
Capital expenditures		(11)		(3)		(118)		(1)
Net cash provided by (used in) investing activities		81		(3)
Net cash used in investing activities						(118)		(1)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing		6,857		5,415		50		6,857
Principal debt payments		(4,292)		(3,475)		—		(3,867)
Payments for debt issuance costs		(50)		(57)		—		(50)
Repurchase of common stock		—		(4,228)
Net cash provided by (used in) financing activities		2,515		(2,345)
Net cash provided by financing activities						50		2,940

Increase (decrease) in cash and cash equivalents		5,526		(1,810)		194		(1,527)
Cash and cash equivalents, beginning of period		24,801		17,502		15,721		24,801
Cash and cash equivalents, end of period	$	30,327	$	15,692	$	15,915	$	23,274

SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes refunded, net	$	3	$	—	$	—	$	(3)
Interest paid, net of amount capitalized	$	—	$	52
Right-of-use assets obtained in exchange for operating lease liabilities	$	42	$	—
Interest paid					$	16	$	40

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

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AMREP CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three ~~and Six~~ Months Ended ~~October~~July 31, ~~2021~~2022 and ~~2020~~2021

(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 or activities outside the United States. ~~All~~Unless the context otherwise indicates, all references to the Company in this quarterly report on Form 10-Q include the ~~Registrant~~Company and its 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 presentation of the results for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of what may occur in future periods. Unless the context otherwise indicates, all references to ~~2022~~2023 and ~~2021~~2022 are to the fiscal years ending April 30, ~~2022~~2023 and ~~2021.~~2022.

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, ~~2021,~~2022, which was filed with the SEC on July ~~27, 2021~~21, 2022 (the ~~“2021~~“2022 Form 10-K”). Certain ~~2021~~2022 balances in these condensed consolidated financial statements have been reclassified to conform to the current year presentation with no effect on net income or shareholders’ equity.

Summary of Significant Accounting Policies

The significant accounting policies used in preparing these condensed consolidated financial statements are consistent with the accounting policies described in the ~~2021~~2022 Form ~~10-K, except for those adopted as described below.~~10-K.

New Accounting Pronouncements

~~In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2019-12,~~ ~~Income Taxes –~~~~Simplifying the Accounting for Income Taxes~~, which removes certain exceptions for companies related to tax allocations and simplifies when companies recognize deferred tax liabilities in an interim period. ASU 2019-12 was effective for the Company’s fiscal year beginning May 1, 2021. The adoption of ASU 2019-12 by the Company did not have any effect on its consolidated financial statements.

There are no ~~other~~ new accounting standards or updates to be adopted that the Company currently believes might have a significant impact on its condensed consolidated financial statements.

(2) REAL ESTATE INVENTORY

Real estate inventory consists of (in thousands):


	October 31,		April 30,		July 31,		April 30,
	2021		2021		2022		2022
Land held for development or sale in New Mexico	$	54,148	$	49,918	$	60,528	$	59,374
Land held for development or sale in Colorado		4,009		3,975		3,435		3,434
Homebuilding finished inventory		214		417		1,005		1,135
Homebuilding construction in process		3,401		1,279		3,636		3,306
	$	61,772	$	55,589	$	68,604	$	67,249

(3)INVESTMENT ASSETS

Investment assets consist of land held for long-term investment.

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~~(3)~~~~INVESTMENT ASSETS, NET~~

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

October 31,

April 30,

2021

2021
Land held for long-term investment

$
9,775

$
9,775
Buildings

—

10,003
Less accumulated depreciation

—

(6,196)
Buildings, net

—

3,807

$
9,775

$
13,582

As of April 30, 2021, buildings were comprised of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida. In October 2021, the Company sold this 143,000 square foot warehouse and office facility. Depreciation associated with buildings was $98,000 and $140,000 for the three months ended October 31, 2021 and October 31, 2020 and $201,000 and $262,000 for the six months ended October 31, 2021 and October 31, 2020.

(4) OTHER ASSETS

Other assets consist of (in thousands):


	October 31,		April 30,		July 31,		April 30,
	2021		2021		2022		2022
Prepaid expenses	$	324	$	324	$	501	$	366
Receivables		58		37
Right-of-use assets associated with leases of office facilities		129		84
Other assets		80		172
Property and equipment		1,476		222
Miscellaneous assets						204		249
Property						1,250		1,247
Equipment						355		240
Less accumulated depreciation		(197)		(194)		(228)		(220)
Property and equipment, net		1,279		28		1,377		1,267
	$	1,870	$	645	$	2,082	$	1,882

Prepaid expenses as of ~~October~~July 31, ~~2021~~2022 primarily ~~consisted~~consist of stock compensation, insurance and real estate taxes. Prepaid expenses as of April 30, 2022 primarily consist of insurance, stock compensation, real estate taxes and utility deposits. Amortized lease cost for right-of-use assets associated with the leases of office facilities was ~~$24,000~~$6,000 and ~~$26,000~~$24,000 for the three months ended ~~October~~July 31, ~~2021~~2022 and ~~October~~July 31, 2020 and $36,000 and $63,000 for the six months ended October 31, 2021 and October 31, 2020. In August 2021, the Company acquired a 7,000 square foot office building in Rio Rancho, New Mexico from which its real estate business now operates.2021. Depreciation expense associated with property and equipment was ~~$2,000~~$8,000 and less than $1,000 for ~~each of~~ the three months ended ~~October~~July 31, ~~2021~~2022 and ~~October~~July 31, ~~2020 and $3,000 and $8,000 for the six months ended October 31, 2021 and October 31, 2020.~~2021.

(5) ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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


	October 31,		April 30,		July 31,		April 30,
	2021		2021		2022		2022
Real estate operations
Accrued expenses	$	866	$	658	$	845	$	1,238
Trade payables		2,117		1,377		1,561		3,026
Real estate customer deposits		1,378		1,769
Customer deposits						2,175		1,357
		4,361		3,804		4,581		5,621
Corporate operations		397		654		395		456
	$	4,758	$	4,458	$	4,976	$	6,077

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(6) NOTES PAYABLE

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

October 31,

April 30,

2021

2021
Real estate notes payable

$
6,002

$
3,482
Unamortized debt issuance costs

(50)

(34)

$
5,952

$
3,448

The following tables present information on the Company’s notes payable ~~in effect~~ during the ~~six~~three months ended ~~October~~July 31, ~~2021~~2022 (dollars in thousands):


	Principal Amount											Principal Amount
	Available for		Outstanding									Available for		Outstanding				Principal
	Borrowing		Principal Amount				Principal Repayments					New Borrowings		Principal Amount				Repayments
	October 31,		October 31,		April 30,		Three Months ended		Six Months ended			July 31,		July 31,		April 30,		Three Months ended
Loan Identifier	2021		2021		2021		October 31, 2021		October 31, 2021		Lender	2022		2022		2022		July 31, 2022
Revolving Line of Credit	$	3,750	$	0	$	0	$	0	$	0	BOKF	$	2,427	$	—	$	—	$	—
Lomas Encantadas U2B P3		632		0		410		0		1,770
Hawk Site U37		0		0		0		0		0
Hawk Site U23 U40		1,678		0		30		30		30
Lavender Fields – acquisition		0		0		1,749		0		1,703
Lavender Fields – development		2,194		504		1,293		395		789
La Mirada		1,877		5,498		0		0		0	BOKF		1,877		2,030		2,030		—
Equipment Financing											DC		—		50		—		—
			$	6,002	$	3,482								$	2,080	$	2,030


			Mortgaged Property								Mortgaged Property		Capitalized Interest
	Interest Rate		Book Value		Capitalized Interest and Fees				Interest Rate		Book Value		and Fees
	October 31,		October 31,		Three Months ended		Six Months ended						Three Months ended		Scheduled Maturity
Loan Identifier	2021		2021		October 31, 2021		October 31, 2021		July 31, 2022		July 31, 2022		July 31, 2022		as of July 31, 2022
Revolving Line of Credit	3.75	%	$	1,693	$	0	$	0	5.36	%	$	1,693	$	—	February 2024
Lomas Encantadas U2B P3	3.75	%		877		0		0
Hawk Site U23 U40	3.75	%		1,359		0		0
Lavender Fields – development	3.75	%		5,261		6		17
La Mirada	3.75	%		8,041		40		61	5.36	%		9,076		16	June 2024
Equipment Financing									2.35	%		50		—	June 2028

As of ~~October~~July 31, ~~2021,~~2022, the Company ~~and each of its subsidiaries were~~was in compliance with the financial covenants contained in the loan documentation for the then outstanding notes payable. ~~Refer~~Except as described below, refer to ~~Notes~~Note 6 ~~and 19~~ to the consolidated financial statements contained in the ~~2021~~2022 Form 10-K for additional detail about each of the above notes payable.

Equipment Financing. In June 2022, Rioscapes LLC (“Rioscapes”), a subsidiary of the Company, entered into a Loan Contract-Security Agreement with Deere & Company (“DC”). The ~~note payable identified as “Hawk Site U37” was terminated~~loan is secured by a security interest in ~~October 2021.~~certain construction equipment. DC lent $50,000 to Rioscapes on a non-revolving line of credit basis to fund the acquisition of the construction equipment. AMREP Southwest Inc. (“ASW”), a subsidiary of AMREP Corporation, guaranteed Rioscapes’s obligations under the loan. The outstanding principal amount of the ~~note payable identified as “Lavender Fields – acquisition” was~~loan may be prepaid ~~in full~~at any time without ~~penalty in June 2021 following the parties agreeing to reduce~~penalty. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to 2.35%. Rioscapes made certain representations and warranties in connection with this loan and is 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: Rioscapes’s failure to make principal, interest or other payments when due; the failure of Rioscapes to observe or perform its covenants under the loan documentation; the representations and warranties of Rioscapes being false; the insolvency or bankruptcy of Rioscapes or ASW; the merger by ~~$45,000, which was recognized as Other income~~Rioscapes or ASW into another entity; and the sale by Rioscapes or ASW of substantially all of their assets. Upon the occurrence and during the ~~six months ended October~~continuance of an event of default, DC may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. Rioscapes incurred customary costs and expenses and paid certain fees to DC in connection with the loan.

As of July 31, ~~2021.~~2022, the Company had 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. As of July 31, 2022, the Company had loan reserves outstanding under its note payable for La Mirada in the aggregate principal amount of $2,364,000 in favor of a municipality guarantying the completion of improvements in a subdivision being constructed by the Company. The amounts under the letter of credit and loan reserves are not reflected as outstanding principal in notes payable.

The following table summarizes the notes payable scheduled principal repayments subsequent to ~~October~~July 31, ~~2021~~2022 (in thousands):


Fiscal Year	Scheduled Payments		Scheduled Payments
2022	$	0
2023		504	$	6
2024		5,498		8
2025				2,038
Thereafter				28
Total	$	6,002	$	2,080

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(7) REVENUES

Land sale revenues. Substantially all of the land sale revenues were received from 3two customers for the three ~~and six~~ months ended ~~October~~July 31, ~~2021~~2022 and 4three customers for the three ~~and six~~ months ended ~~October~~July 31, ~~2020.~~2021. There were 0no outstanding receivables from these customers as of ~~October~~July 31, ~~2021~~2022 or ~~October~~July 31, ~~2020.~~2021.

~~Building sales and other~~Other revenues. ~~Building sales and other~~Other revenues consist of (in thousands):


	Three Months ended October 31,				Six Months ended October 31,				Three Months
	2021		2020		2021		2020		ended July 31,
Sale of building	$	6,750	$	—	$	6,750	$	—
									2022		2021
Oil and gas royalties		40		25		175		36	$	57	$	135
Public improvement district reimbursements		15		69		239		244
Private infrastructure reimbursement covenants		31		245		83		378
Infrastructure reimbursements										525		606
Miscellaneous other revenues		115		189		610		589		39		165
	$	6,951	$	528	$	7,857	$	1,247	$	621	$	906

The Company owned a 143,000 square foot warehouse and office facility located in Palm Coast, Florida during the three and six months ended October 31, 2021, which was leased to a third party through August 2020 and a portion of which was leased to the same third party after August 2020. Sale of building during the three and six months ended October 31, 2021 consisted of the sale of this 143,000 square foot warehouse and office facility in October 2021.

Refer to Note 7 to the consolidated financial statements contained in the ~~2021~~2022 Form 10-K for additional detail about each category of ~~building sales and~~ other revenues. Miscellaneous other revenues for the three ~~and six~~ months ended ~~October~~July 31, 2022 primarily consist of a non-refundable option payment and a forfeited deposit. Miscellaneous other revenues for the three months ended July 31, 2021 primarily ~~consisted~~consist of rent received from a tenant at a building in Palm Coast, Florida, ~~and tenants at a shopping center in Albuquerque,New Mexico, payments for impact fee credits,~~ a non-refundable option payment and proceeds from the sale of equipment. Miscellaneous other revenue for the three and six months ended October 31, 2020 primarily consisted of rent received from a tenant at a building in Palm Coast, Florida, payments for impact fee credits and a land condemnation.

Major customers:

●

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

●

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

●

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

●

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

~~(8)~~ ~~COST OF REVENUES~~

~~Building sales and other cost of~~ revenues during the three ~~and six~~ months ended ~~October~~July 31, 2022. The revenues for each such customer during the three months ended July 31, 2022 were as follows: $2,360,000 and $2,341,000, with each of these revenues reported in the Company’s land development business segment. There were two customers with revenues in excess of 10% of the Company’s revenues during the three months ended July 31, 2021. The revenues for each such customer during the three months ended July 31, 2021 ~~consist~~were as follows: $4,200,000 and $1,700,000, with each of these revenues reported in the ~~sale of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida.~~Company’s land development business segment.

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~~(9)~~(8) GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist of (in thousands):


	Three Months ended October 31,				Six Months ended October 31,				Three Months ended July 31,
	2021		2020		2021		2020		2022		2021
Land development	$	677	$	665	$	1,261	$	1,271	$	607	$	584
Homebuilding		212		118		399		231		257		187
Corporate		368		740		783		1,465		307		417
	$	1,257	$	1,523	$	2,443	$	2,967	$	1,171	$	1,188

~~(10)~~(9) BENEFIT PLANS

Pension plan

Refer to Note 11 to the consolidated financial statements contained in the ~~2021~~2022 Form 10-K for detail regarding the Company’s defined benefit pension plan. The Company recognizes the known changes in the funded status of the pension plan in the period in which the changes occur through other comprehensive income, net of the related ~~deferred~~ income tax effect. The Company recorded, net of tax, other comprehensive income of ~~$67,000~~ ~~and~~ ~~$90,000~~$66,000 during each of the three months ended ~~October~~July 31, ~~2021~~2022 and ~~October~~July 31, ~~2020 and~~ ~~$133,000~~ ~~and~~ ~~$180,000~~ ~~during the six months ended October 31,~~ 2021 ~~and October 31, 2020~~ to account for the net effect of changes to the unfunded portion of pension liability. The Company funds the pension plan in compliance with IRS funding requirements. The Company did not make any contributions to the pension plan during the three ~~and six~~ months ended ~~October~~July 31, 2022 or July 31, 2021. ~~The Company made voluntary contributions to the pension plan~~

Table of ~~$1,847,000 during the three and six months ended October 31, 2020.~~Contents

Equity compensation plan

Refer to Note 11 to the consolidated financial statements contained in the ~~2021~~2022 Form 10-K for detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “Equity Plan”). The summary of the restricted share award activity during the ~~six~~three months ended ~~October~~July 31, ~~2021~~2022 presented below represents the maximum number of shares that could become vested after these dates:



		Number of
Restricted share awards		Shares
Non-vested as of April 30, ~~2021~~2022		~~29,000~~21,500
Granted during the ~~six~~three months ended ~~October~~July 31, ~~2021~~2022		~~13,000~~14,600
Vested during the ~~six~~three months ended ~~October~~July 31, ~~2021~~2022		~~(20,500)~~(9,833)
Forfeited during the ~~six~~three months ended ~~October~~July 31, ~~2021~~2022		0—
Non-vested as of ~~October~~July 31, ~~2021~~2022		~~21,500~~26,267

The Company recognized non-cash compensation expense related to the vesting of restricted shares of common stock net of forfeitures of ~~$31,000~~$22,000 and ~~$25,000~~$16,000 during the three months ended ~~October~~July 31, ~~2021~~2022 and ~~October~~July 31, ~~2020 and $47,000 and $54,000 during the six months ended October 31, 2021 and October 31, 2020.~~2021. As of ~~October~~July 31, ~~2021 and October 31, 2020,~~2022, there was ~~$137,000 and $73,000~~$221,000 of unrecognized compensation expense related to restricted shares of common stock previously issued under the Equity Plan ~~which~~that had not vested as of those dates, which is expected to be recognized over the remaining vesting term not to exceed three years.

In connection with the resignation of a director in September 2020, the Company (i) issued 12,411 shares of common stock in October 2020 pursuant to an equivalent number of deferred common share units previously issued to such director and (ii) paid $20,000 in September 2020 to such director in lieu of issuance of deferred common share units earned for calendar year 2020.

Director compensation non-cash expense, which is recognized for the expected annual grant of deferred common share units to non-employee members of the Company’s Board of Directors ratably over the director’s service in office during the calendar year, was ~~$22,000 and $21,000~~$23,000 during each of the three months ended ~~October~~July 31, ~~2021~~2022 and ~~October~~July 31, ~~2020 and $45,000 and $35,000 during the six months ended October 31, 2021 and October 31, 2020.~~2021. As of ~~October~~July 31, ~~2021,~~2022, there was ~~$75,000~~$53,000 of accrued compensation expense

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related to the deferred stock units expected to be issued in December ~~2021.~~2022. As of ~~October~~July 31, ~~2020,~~2021, there was ~~$82,000~~$53,000 of accrued compensation expense related to the deferred stock units issued in December ~~2020.~~2021.

~~(11)~~(10) OTHER INCOME

There was no other income for the three months ended July 31, 2022. Other income for the three months ended ~~October~~July 31, 2021 ~~consisted of $30,000 received for a life insurance policy for a retired executive of the Company. Other income for the six months ended October 31, 2021 consisted~~consists of $185,000 received in connection with a bankruptcy of a warranty provider and $45,000 of debt forgiveness with respect to ~~the~~a note payable identified as “Lavender Fields – acquisition” in Note 6 above and $30,000 received for a life insurance policy for a retired executive of the Company. Other income for the six months ended October 31, 2020 consisted of a settlement payment of $650,000 from a former business segment (refer to Note 3 to the consolidated financial statements contained in the 2021 Form 10-K for detail regarding the settlement agreement).payable.

~~(12)~~(11) ~~STOCK REPURCHASES~~RISKS AND UNCERTAINTIES

~~In August 2020,~~During the three months ended July 31, 2022, the Company ~~repurchased 11,847 shares~~has experienced supply chain constraints, increases in the prices of ~~common stock~~building materials, shortages of skilled labor and delays in municipal approvals and inspections in both the land development business segment and homebuilding business segment, which have caused delays in construction and the realization of revenues and increases in cost of revenues. In addition, a significant increase in mortgage interest rates during the first half of 2022 has tempered demand for new homes. The rising cost of housing due to increases in average sales prices in recent years and the recent increases in mortgage interest rates, coupled with general inflation in the U.S. economy, have placed additional pressure on overall housing affordability and have caused many potential home buyers to pause and reconsider their housing choices. Given the affordability challenges described above and the resulting impact on demand, the Company has increased sales incentives on certain homes classified as homebuilding finished inventory or homebuilding construction in process. The Company believes these conditions will continue to impact the land development and homebuilding industries for at ~~a price~~least the remainder of $4.48 per share in a privately negotiated transaction. As of the date of the repurchase, the repurchased shares were retired and returned to the status of authorized but unissued shares of common stock.2022.

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

In November 2020, the Company repurchased 143,482 shares of common stock of the Company at a price of $6.18 per share in a privately negotiated transaction. As of the date of the repurchase, the repurchased shares were retired and returned to the status of authorized but unissued shares of common stock. The share repurchase was not completed pursuant to the Company’s share repurchase program.

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

1211

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~~(13)~~(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 periods indicated (in thousands):

Land






Development

Homebuilding

Corporate

Consolidated
Three months ended October 31, 2021 (a)








Revenues

$
8,745

$
689

$
6,802

$
16,236
Net income

1,612

12

1,702

3,326
Provision for income taxes

263

1

801

1,065
Interest income, net (b)

1

0

1

2
Depreciation

0

0

100

100
EBITDA (c)

$
1,876

$
13

$
2,604

$
4,493
Capital expenditures

$
0

$
10

$
0

$
10

Three months ended October 31, 2020 (a)








Revenues

$
8,989

$
202

$
65

$
9,256
Net income (loss)

1,693

(66)

(829)

798
Provision (benefit) for income taxes

313

(24)

30

319
Interest income (expense), net (b)

(13)

0

1

(12)
Depreciation

8

0

124

132
EBITDA (c)

$
2,001

$
(90)

$
(674)

$
1,237
Capital expenditures

$
0

$
0

$
0

$
0

Six months ended October 31, 2021 (a)

Revenues

$
17,206

$
2,639

$
6,898

$
26,743
Net income

3,418

190

1,355

4,963
Provision for income taxes

589

37

827

1,453
Interest income, net (b)

0

0

1

1
Depreciation

0

0

204

204
EBITDA (c)

$
4,007

$
227

$
2,387

$
6,621
Capital expenditures

$
0

$
11

$
0

$
11
Total assets as of October 31, 2021

$
88,231

$
3,357

$
13,321

$
104,909

Six months ended October 31, 2020 (a)

Revenues

$
12,845

$
202

$
415

$
13,462
Net income (loss)

2,399

(152)

(856)

1,391
Provision (benefit) for income taxes

327

(51)

189

465
Interest income (expense), net (b)

(11)

0

5

(6)
Depreciation

22

0

248

270
EBITDA (c)

$
2,737

$
(203)

$
(414)

$
2,120
Capital expenditures

$
0

$
3

$
0

$
3
Total assets as of October 31, 2020

$
76,777

$
1,494

$
17,449

$
95,720


	Land
	Development		Homebuilding		Corporate		Consolidated
Three months ended July 31, 2022 (a)
Revenues	$	6,691	$	4,541	$	—	$	11,232
Net income (loss)		1,262		1,003		(353)		1,912
Capital expenditures		117		—		—		117
Total assets as of July 31, 2022		87,671		6,068		3,062		96,801

Three months ended July 31, 2021 (a)
Revenues	$	8,461	$	1,950	$	96	$	10,507
Net income (loss)		1,807		178		(348)		1,637
Capital expenditures		—		1		—		1

Total assets as of April 30, 2022		86,991		5,631		2,295		94,917

(a)

Revenue ~~and net income~~ information provided for ~~the land development business~~each segment may include ~~certain~~ amounts classified as ~~home sale revenues, home sale cost of revenues and building sales and~~ other revenues in the accompanying consolidated statements of operations. For example, revenues and cost of revenues in the land development business segment include an allocation of home sales revenues and home sales cost of revenues attributable to the market value of land transferred from the land development business segment to the homebuilding business segment. Revenue and net income information for the homebuilding business segment include amounts classified as building sales and other revenues in the accompanyingcondensed consolidated statements of operations. Corporate is net of intercompany eliminations.

~~(b)~~

~~Interest income, net excludes inter-segment interest expense (income) that is eliminated in consolidation.~~

~~(c)~~

~~The Company uses EBITDA (which the Company defines as income (loss) before net interest income, income taxes, depreciation~~

~~Table of Contents~~

~~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.~~

~~(14)~~ (13) SUBSEQUENT EVENTS

~~In November 2021,~~

Refer to Note 6 to the ~~Company~~consolidated financial statements contained in the 2022 Form 10-K for detail regarding the Loan Agreement (the “Loan Agreement”) entered into ~~an employment agreement with Christopher V. Vitale. Mr. Vitale~~between BOKF, NA dba Bank of Albuquerque (“BOKF”) and ASW, in which BOKF agrees to lend up to $4,000,000 to ASW on a revolving line of credit basis for general corporate purposes. In August 2022, ASW and BOKF entered into the Third Modification Agreement to the Loan Agreement and ASW entered into the First Amended and Restated Revolving Line of Credit Promissory Note in favor of BOKF. These documents resulted in the following changes to the revolving line of credit financing facility: (a) the maximum amount available for borrowing increased by $1,750,000 to a new total maximum amount of $5,750,000, (b) the interest rate on borrowed amounts is equal to the ~~President~~one-month secured overnight financing rate as administered by the CME Group Benchmark Administration Limited plus a spread of 3.15%, adjusted monthly, and ~~Chief Executive Officer~~(c) the scheduled maturity date of the ~~Company. Pursuant~~loan is August 15, 2025. ASW incurred customary costs and expenses and paid certain fees to ~~the employment agreement,~~BOKF in connection with this modification.

●

Mr. Vitale will serve as the President and Chief Executive Officer of the Company for a base salary of not less than the rate in effect immediately before the date of such agreement, which results in a base salary of $335,000 per year.

●

~~The parties agreed to provisions relating to vacation, paid-time-off, office location, confidentiality, invention assignment, non-competition and non-solicitation.~~

●

Upon any termination of Mr. Vitale’s employment, the Company will pay and issue to Mr. Vitale any earned but unpaid base salary, the dollar value equivalent of the number of days of vacation and paid-time-off earned but not used, unreimbursed business expenses, unpaid bonus previously awarded by the Company and vested benefits, equity awards or payments (excluding any severance benefits or payments) payable or issuable under any policy or plan of the Company or under any equity award agreement or other arrangement between the Company and Mr. Vitale.

●

Upon any termination of Mr. Vitale’s employment due to the death of Mr. Vitale, the Company will pay to Mr. Vitale’s executors, administrators or personal representatives, an amount equal to his then-annual base salary which he would otherwise have earned for the month in which he dies and for three months thereafter.

●

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

●

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

●

For purposes of the employment agreement, the term “Cause” means the failure of Mr. Vitale to observe or perform (other than by reason of illness, injury, disability or incapacity) any of the material terms or provisions of the employment agreement, conviction of a felony or other crime involving moral turpitude, misappropriation of funds of the Company, the commission of an act of dishonesty by Mr. Vitale resulting in or intended to result in wrongful personal gain or enrichment at the expense of the Company or a material breach (other than by reason of illness, injury, disability or incapacity) of any written employment or other policy of the Company.

●

Upon any termination of Mr. Vitale’s employment in connection with a long-term disability, by Mr. Vitale for Good Reason or by the Company without Cause, the Company will pay to Mr. Vitale a lump sum cash payment equal to 200% of the annual

~~Table of Contents~~

~~cost of medical and other health care benefits for Mr. Vitale, his spouse and his other dependents and an amount equal to the estimated federal, state and local income and FICA taxes related thereto.~~

●

~~Payments under the employment agreement may be adjusted as a result of section 409A and section 280G of the Internal Revenue Code of 1986, as amended.~~

●

In the event Mr. Vitale is made, or threatened to be made, a party to any legal action or proceeding, whether civil or criminal, including any governmental or regulatory proceeding or investigation, by reason of the fact that Mr. Vitale is or was a director or senior officer of the Company, the Company will defend, indemnify and hold harmless Mr. Vitale, and the Company will promptly pay or reimburse Mr. Vitale’s related expenses to the fullest extent contemplated or permitted from time to time by applicable law and required by the Company’s Certificate of Incorporation. During Mr. Vitale’s employment with the Company and after termination of any such employment for any reason, the Company will cover Mr. Vitale under the Company’s directors’ and officers’ insurance policy applicable to other officers and directors according to the terms of such policy, but in no event for a period of time to exceed six years after the termination date.

In November 2021, the Company granted Mr. Vitale an option to purchase 50,000 shares of common stock of the Company under the Equity Plan with an exercise price of $14.24 per share, which was the closing price on the New York Stock Exchange on the date of grant. The option will become exercisable for 100% of the option shares on November 1, 2026 if Mr. Vitale is employed by, or providing service to, the Company on such date. Subject to the definitions in the Equity Plan, in the event (a) Mr. Vitale has a termination of employment with the Company on account of death or disability, (b) the Company terminates Mr. Vitale’s employment with the Company for any reason other than cause or (c) of a change in control, then the option will become immediately exercisable for 100% of the option shares. The option has a term of ten years from the date of grant and terminates at the expiration of that period. The option automatically terminates upon: (i) the expiration of the three month period after Mr. Vitale ceases to be employed by the Company, if the termination of his employment by Mr. Vitale or the Company is for any reason other than as hereinafter set forth in clauses (ii), (iii) or (iv); (ii) the expiration of the one year period after Mr. Vitale ceases to be employed by the Company on account of Mr. Vitale’s disability; (iii) the expiration of the one year period after Mr. Vitale ceases to be employed by the Company, if Mr. Vitale dies while employed by the Company; or (iv) the date on which Mr. Vitale ceases to be employed by the Company, if the termination is for cause. If Mr. Vitale engages in conduct that constitutes cause after Mr. Vitale’s employment terminates, the option immediately terminates. Notwithstanding the foregoing, in no event may the option be exercised after the date that is immediately before the tenth anniversary of the date of grant. Except as described above, any portion of the option that is not exercisable at the time Mr. Vitale has a termination of employment with the Company immediately terminates.

Item 2. Management’s ~~Discussio~~nDiscussion and Analysis of Financial Condition and Results of Operations

~~INTRODUCTION~~

AMREP Corporation (the “Company”), through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales or activities outside the United States. ~~All~~Unless the context otherwise indicates, all references to the Company in this quarterly report on Form 10-Q include the ~~Registrant~~Company and its subsidiaries. The following provides information that management believes is relevant to an assessment and understanding of the Company’s condensed consolidated results of operations and financial condition. The information contained in this Item 2 should be read in conjunction with the condensed consolidated financial statements and related notes thereto included in this report on Form 10-Q and with the Company’s annual report on Form 10-K for the year ended April 30, ~~2021,~~2022, which was filed with the Securities and Exchange Commission on July ~~27, 2021~~21, 2022 (the ~~“2021~~“2022 Form 10-K”). Many of the amounts and percentages presented in this Item 2 have been rounded for convenience of presentation. Unless the context otherwise indicates, all references to ~~2022~~2023 and ~~2021~~2022 are to the fiscal years ending April 30, ~~2022~~2023 and ~~2021.~~2022.

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 ~~2021~~2022 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 ~~2021~~2022 Form 10-K and in Note 1 to the condensed consolidated financial statements included in this report on Form 10-Q. The preparation of those condensed consolidated financial statements required management to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the 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 and assumptions.

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The Company’s critical accounting policies, assumptions and estimates are described in Item 7 of Part II of the ~~2021~~2022 Form 10-K. There have been no changes in these critical accounting policies.

Information concerning the Company’s implementation and the impact of recent accounting standards or updates issued by the Financial Accounting Standards Board is included in the notes to the consolidated financial statements contained in the ~~2021~~2022 Form ~~10-K and in the notes to the consolidated financial statements included in this report on Form 10-Q.~~10-K. The Company did not adopt any accounting policy in the ~~six~~three months ended ~~October~~July 31, ~~2021~~2022 that had a material effect on its condensed consolidated financial statements.

RESULTS OF OPERATIONS

For the three months ended ~~October~~July 31, ~~2021,~~2022, the Company had net income of ~~$3,326,000,~~$1,912,000, or ~~$0.45~~$0.36 per diluted share, compared to net income of ~~$798,000,~~$1,637,000, or ~~$0.10~~$0.22 per diluted share, for the three months ended ~~October~~July 31, 2020. For the six months ended October 31, 2021, the Company had net income of $4,963,000, or $0.67 per diluted share, compared to net income of $1,391,000, or $0.17 per diluted share, for the six months ended October 31, 2020.2021.

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


	Three Months ended October 31,						Six Months ended October 31,
					% Increase						% Increase		Three Months ended July 31,				% Increase
	2021		2020		(Decrease)		2021		2020		(Decrease)		2022		2021		(Decrease)
Land sale revenues	$	8,466	$	8,526	(1)	%	$	15,656	$	12,013	30	%	$	5,172	$	7,190	(28)	%
Home sale revenues		819		202	(a)			3,230		202	(a)			5,439		2,411	126	%
Building sales and other revenues		6,951		528	(a)			7,857		1,247	(a)
Other revenues														621		906	(31)	%
Total	$	16,236	$	9,256	76	%	$	26,743	$	13,462	99	%	$	11,232	$	10,507	7	%

~~(a) Percentage not meaningful.~~During the three months ended July 31, 2022, the Company has experienced supply chain constraints, increases in the prices of building materials, shortages of skilled labor and delays in municipal approvals and inspections in both the land development business segment and homebuilding business segment, which have caused delays in construction and the realization of revenues and increases in cost of revenues per lot and per home. In addition, a significant increase in mortgage interest rates during the first half of 2022 has tempered demand for new homes. The rising cost of housing due to increases in average sales prices in recent years and the recent increases in mortgage interest rates, coupled with general inflation in the U.S. economy, have placed additional pressure on overall housing affordability and have caused many potential home buyers to pause and reconsider their housing choices. Given the affordability challenges described above and the resulting impact on demand, the Company has increased sales incentives on certain homes classified as homebuilding finished inventory or homebuilding construction in process. The Company believes these conditions will continue to impact the land development and homebuilding industries for at least the remainder of 2022.

●

Land sale revenues for the three months ended ~~October~~July 31, ~~2021~~2022 were lower than the ~~prior period by $60,000. Land sale revenues for the six~~three months ended ~~October~~July 31, 2021 ~~were higher than the prior period~~ by ~~$3,643,000~~$2,018,000 primarily due to ~~increased demand~~reduced availability of developed residential lots for ~~lots by builders.~~sale partially as a result of supply chain constraints, shortages of skilled labor and delays in municipal approvals and inspections. The Company’s land sale revenues were as follows (dollars in thousands):

Three Months ended October 31, 2021

Three Months ended October 31, 2020


Acres Sold

Revenue

Revenue Per Acre¹

Acres Sold

Revenue

Revenue Per Acre¹
Developed













Residential

14.6

$
8,466

$
580

17.4

$
8,376

$
481
Commercial

—

—

—

0.4

134

335
Total Developed

14.6

$
8,466

$
580

17.8

8,510

478
Undeveloped

—

—

—

2.0

16

8
Total

14.6

$
8,466

$
580

19.8

$
8,526

$
431


	Six Months ended October 31, 2021					Six Months ended October 31, 2020
	Acres			Revenue					Revenue		Three Months ended July 31, 2022					Three Months ended July 31, 2021
	Sold	Revenue		Per Acre¹		Acres Sold	Revenue		Per Acre¹		Acres Sold	Revenue		Revenue Per Acre¹		Acres Sold	Revenue		Revenue Per Acre¹
Developed
Residential	33.3	$	15,656	$	470	25.1	$	11,863	$	473	9.9	$	5,152	$	520	17.4	$	7,190	$	413
Commercial	—		—		—	0.4		134		335	—		—		—	—		—		—
Total Developed	33.3	$	15,656	$	470	25.5		11,997		470	9.9	$	5,152	$	520	17.4		7,190		413
Undeveloped	—		—		—	2		16		8	2.9		20		7	—		—		—
Total	33.3	$	15,656	$	470	27.5	$	12,013	$	437	12.8	$	5,172	$	404	17.4	$	7,190	$	413

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

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The change in the average selling price per acre of developed residential land for the three months ended ~~October~~July 31, ~~2021~~2022 compared to the three months ended ~~October~~July 31, ~~2020 and for the six months ended October 31,~~ 2021 ~~compared to the six months ended October 31, 2020~~ was primarily due to the location and mix of lots sold.

●

Home sale revenues for the three ~~and six~~ months ended ~~October~~July 31, ~~2021~~2022 were higher than the ~~prior periods~~three months ended July 31, 2021 by ~~$617,000 and~~ $3,028,000 due to the ~~expansion~~growth of the Company’s homebuilding ~~operations.~~operations partially offset by supply chain constraints, shortages of skilled labor and delays in municipal approvals and inspections. The ~~Company closed on 3 homes during~~Company’s home sale revenues consist of:

As of July 31, 2022, the Company had 32 homes in production, including 13 homes under contract, which homes under contract represented $7,535,000 of expected home sale revenues when closed, subject to customer cancellations and change orders.

●

Other revenues for the three months ended ~~October~~July 31, 2022 were lower than the three months ended July 31, 2021 at an average selling price of $217,000. The Company closed on 11 homes during the six months ended October 31, 2021 at an average selling price of $236,000. As of October 31, 2021, the Company had 42 homes in production, including 26 homes under contract, which homes under contract represented $8,980,000 of expected home sale revenues when closed, subject to customer cancellations and change orders. The decrease in homes sales in the second quarter was due to material and labor shortages.

●

~~Building sales and other revenues for the three and six months ended October 31, 2021 were higher than the prior periods~~ by ~~$6,423,000 and $6,610,000. Building sales and other~~$285,000. Other revenues consist of ~~(in~~(dollars in thousands):


	Three Months ended October 31,						Six Months ended October 31,						Three Months ended July 31,
					% Increase						% Increase		2022		2021
	2021		2020		(Decrease)		2021		2020		(Decrease)
Sale of building	$	6,750	$	—	(a)		$	6,750	$	—	(a)
Oil and gas royalties		40		25	60	%		175		36	(a)		$	57	$	135
Public improvement district reimbursements		15		69	(a)			239		244	(2)	%
Private infrastructure reimbursement covenants		31		245	(87)	%		83		378	(78)	%
Infrastructure reimbursements														525		606
Miscellaneous other revenues		115		189	(a)			610		589	(a)			39		165
Total	$	6,951	$	528	(a)		$	7,857	$	1,247	(a)		$	621	$	906

~~(a) Percentage not meaningful.~~

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

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

Refer to Note 7 to the consolidated financial statements contained in the ~~2021~~2022 Form 10-K for additional detail about the categories of ~~building sales and~~ other revenues.

~~Table~~ Miscellaneous other revenues for the three months ended July 31, 2022 primarily consist of ~~Contents~~a non-refundable option payment and a forfeited deposit. Miscellaneous other revenues for the three months ended July 31, 2021 primarily consist of rent received from a tenant at a building in Palm Coast, Florida, a non-refundable option payment and proceeds from the sale of equipment.

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


	Three Months ended October 31,						Six Months ended October 31,
					% Increase						% Increase		Three Months ended July 31,				% Increase
	2021		2020		(Decrease)		2021		2020		(Decrease)		2022		2021		(Decrease)
Land sale cost of revenues	$	6,154	$	6,430	(10)	%	$	11,765	$	9,109	29	%	$	3,832	$	5,610	(32)	%
Home sale cost of revenues		629		174	(a)			2,543		174	(a)			3,663		1,914	91	%
Building sales and other cost of revenues		3,837		—	(a)			3,837		—	(a)

~~(a) Percentage not meaningful.~~

●

Land sale cost of revenues for the three months ended ~~October~~July 31, ~~2021~~2022 was lower than the ~~prior period~~three months ended July 31, 2021 by ~~$276,000.~~$1,778,000. Land sale gross margin was ~~27%~~26% for the three months ended ~~October~~July 31, ~~2021~~2022 compared to ~~25%~~22% for the three months ended ~~October~~July 31, ~~2020. Land sale cost of revenues for the six months ended October 31, 2021 was higher than the prior period by $2,656,000. Land sale~~2021. The increase in gross margin was ~~25% for the six months ended October 31, 2021 compared to 24% for the six months ended October 31, 2020. The changes in gross margin were~~ primarily due to the location, size and mix of property sold and the demand for lots ~~sold.~~by builders resulting in higher revenue per developed lot. 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 margin from land sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods.

●

Home sale cost of revenues for the three ~~and six~~ months ended ~~October~~July 31, ~~2021~~2022 were higher than the ~~prior periods~~three months ended July 31, 2021 by ~~$455,000 and $2,369,000~~$1,749,000 due to the ~~expansion~~growth of the Company’s homebuilding operations. Home sale gross margins were ~~23% and~~33% for the three months ended July 31, 2022 compared to 21% for the three ~~and six~~ months ended ~~October~~July 31, ~~2021 compared to 14% for each of the three and six months ended October 31, 2020.~~2021. The increase in gross margin was primarily due to the location and mix of homes sold and to efficiencies gained during the ~~expansion~~growth of the Company’s homebuilding operations.

●

Building sales and other cost of revenues during the three and six months ended October 31, 2021 consisted of the sale of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida.

Table of Contents

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


	Three Months ended October 31,						Six Months ended October 31,
					% Increase						% Increase		Three Months ended July 31,				% Increase
	2021		2020		(Decrease)		2021		2020		(Decrease)		2022		2021		(Decrease)
Land development	$	677	$	665	2	%	$	1,261	$	1,271	(1)	%	$	607	$	584	4	%
Homebuilding		212		118	80	%		399		231	73	%		257		187	38	%
Corporate		368		740	(50)	%		783		1,465	(47)	%		307		417	(26)	%
Total	$	1,257	$	1,523	(17)	%	$	2,443	$	2,967	(18)	%	$	1,171	$	1,188	(1)	%

●

Land development general and administrative expenses for the three ~~and six~~ months ended ~~October~~July 31, ~~2021~~2022 were higher than the three ~~month prior period~~months ended July 31, 2021 by ~~$12,000 and lower than the six month prior period by $10,000~~$23,000 primarily due to hiring additional employees. The Company did not record any non-cash impairment charges on real estate inventory or investment assets for the ~~allocations of certain common~~three months ended July 31, 2022 or July 31, 2021. Due to volatility in market conditions and development costs, to the ~~new homebuilding business segment.~~Company may experience future impairment charges.

●

Homebuilding general and administrative expenses for the three ~~and six~~ months ended ~~October~~July 31, ~~2021~~2022 were higher than the ~~prior periods~~three months ended July 31, 2021 by ~~$94,000 and $168,000~~$70,000 primarily due to ~~the expansion of the Company’s homebuilding operations.~~hiring additional employees.

●

Corporate general and administrative expenses for the three ~~and six~~ months ended ~~October~~July 31, ~~2021~~2022 were lower than the ~~prior periods~~three months ended July 31, 2021 by ~~$372,000 and $682,000~~$110,000 primarily due to ~~reduced pension benefit expenses and professional fees.~~a decline in depreciation as a result of building sales in prior periods.

Interest income, ~~(expense),~~ net. Interest income, ~~(expense),~~ net ~~increased to $2,000~~was $7,000 and $1,000 for the three ~~and six~~ months ended ~~October~~July 31, ~~2021 from $(12,000)~~2022 and ~~$(6,000) for the three and six months ended October~~July 31, ~~2020~~2021. The change in interest income, net was primarily due to interest earned in connection with a ~~reduction in bank fees.~~

~~Table~~refund of ~~Contents~~federal income taxes.

Other income. Other income for the three months ended October 31, 2021 consisted of $30,000 received for a life insurance policy for a retired executive of the Company. Other income for the six months ended October 31, 2021 consisted of $185,000 received in connection with a bankruptcy of a warranty provider, $45,000 of debt forgiveness with respectRefer to Note 10 to the note payable identified as “Lavender Fields – acquisition” in Note 6 above and $30,000 received for a life insurance policy for a retired executive of the Company. There was no other income for the three months ended October 31, 2020. Other income for the six months ended October 31, 2020 consisted of a settlement payment of $650,000 from a former business segment (refer to Note 3 to thecondensed consolidated financial statements ~~contained~~included in ~~the 2021~~this report on Form ~~10-K~~10-Q for detail regarding ~~the settlement agreement).~~other income.

Provision for income taxes. The Company had a provision for income taxes of ~~$1,065,000~~$661,000 and ~~$1,453,000~~$389,000 for the three ~~and six~~ months ended ~~October~~July 31, ~~2021 compared to a~~2022 and July 31, 2021. The provision for income taxes correlated to the amount of ~~$319,000 and $465,000 for the three and six months ended October 31, 2020.~~income before income taxes during each period.

LIQUIDITY AND CAPITAL RESOURCES

AMREP Corporation is a holding company that conducts substantially all of its operations through subsidiaries. As a holding company, AMREP Corporation is dependent on its available cash and on cash from subsidiaries to pay expenses and fund operations. The Company’s liquidity is affected by many factors, including some that are based on normal operations and some that are related to the real estate industry and the economy generally.

The Company’s primary sources of funding for working capital requirements are cash flow from operations, bank financing for specific real estate projects, a revolving line of credit and existing cash balances. Land and homebuilding properties generally cannot be sold quickly, and the ability of the Company to sell properties has been and will continue to be affected by market conditions. The ability of the Company to generate cash flow from operations is primarily dependent upon its ability to sell the properties it has selected for disposition at the prices and within the timeframes the Company has established for each property. The development of additional lots for sale, construction of homes or pursuing other real estate projects ~~will~~may require financing, ~~or other sources of funding,~~ which may not be available on acceptable terms (or at all). If the Company is unable to obtain such financing, the Company’s results of operations could be adversely affected. Except as described below, there have been no material changes to the Company’s liquidity and capital resources as reflected in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the ~~2021~~2022 Form 10-K.

Table of Contents

~~Operating Activities~~Cash Flow

. The following presents information on the ~~Company’s operating activities~~cash flows for the Company (dollars in thousands):



	Three Months Ended July 31,				% Increase
	2022		2021		(Decrease)
Net cash provided by (used in) operating activities	$	262	$	(4,466)	(a)
Net cash used in investing activities		(118)		(1)	(a)
Net cash provided by financing activities		50		2,940	(98)	%
Increase (decrease) in cash, cash equivalents and restricted cash	$	194	$	(1,527)	(a)

(a)Percentage not meaningful.

Operating Activities. Net cash provided by operating activities for the three months ended July 31, 2022 was higher than the three months ended July 31, 2021 by $4,728,000 primarily due to an increase in the Company’s net income and the amount of change during each period in real estate inventory and investment assets and in accounts payable and accrued expenses.

October 31,

April 30,

% Increase

2021

2021

(Decrease)

Real estate inventory

$
61,772

$
55,589

11
%
Investment assets, net

9,775

13,582

(28)
%
Other assets

1,870

645

190
%
Deferred income taxes, net

1,165

2,749

(58)
%
Accounts payable and accrued expenses

4,758

4,458

7
%
Taxes payable, net

29

95

(69)
%
Accrued pension costs

35

476

(93)
%

Investing Activities. Net cash used in investing activities for the three months ended July 31, 2022 was higher than the three months ended July 31, 2021 by $117,000 primarily due to the purchase of equipment.

Financing Activities. Net cash provided by financing activities for the three months ended July 31, 2022 was lower than the three months ended July 31, 2021 by $2,890,000 primarily due to a reduction in proceeds from debt financing partially offset by a reduction in principal debt repayments. Notes payable increased from $2,030,000 as of April 30, 2022 to $2,080,000 as of July 31, 2022 due to equipment purchases. Refer to Note 6 to the condensed consolidated financial statements included in this report on Form 10-Q and Note 6 to the consolidated financial statements contained in the 2022 Form 10-K for detail regarding each of the Company’s notes payable.

Asset and Liability Levels. The following presents information on certain asset and liability levels (dollars in thousands):


	July 31,		April 30,		% Increase
	2022		2022		(Decrease)
Real estate inventory	$	68,604	$	67,249	2	%
Investment assets		8,961		9,017	(1)	%
Other assets		2,082		1,882	11	%
Deferred income taxes, net		928		958	(3)	%
Prepaid pension costs		311		90	(a)
Accounts payable and accrued expenses		4,976		6,077	(18)	%
Taxes payable, net		4,428		3,648	21	%

(a) Percentage not meaningful.

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●

Real estate inventory increased from April 30, ~~2021~~2022 to ~~October~~July 31, ~~2021~~2022 by ~~$6,183,000.~~$1,355,000. Real estate inventory consists of ~~(in~~(dollars in thousands):


	October 31,		April 30,		% Increase		July 31,		April 30,		% Increase
	2021		2021		(Decrease)		2022		2022		(Decrease)
Land inventory in New Mexico	$	54,148	$	49,918	8	%	$	60,528	$	59,374	2	%
Land inventory in Colorado		4,009		3,975	1	%		3,435		3,434	0	%
Homebuilding finished inventory		214		417	(49)	%		1,005		1,135	(11)	%
Homebuilding construction in process		3,401		1,279	166	%		3,636		3,306	10	%
	$	61,772	$	55,589			$	68,604	$	67,249

Land inventory in New Mexico increased from April 30, ~~2021~~2022 to ~~October~~July 31, ~~2021~~2022 by ~~$4,230,000~~$1,154,000 primarily due to increased land development activity and the acquisition of land. Homebuilding finished inventory decreased from April 30, ~~2021~~2022 to ~~October~~July 31, ~~2021~~2022 by ~~$203,000~~$130,000 primarily due to the sale of homes partially offset by the completion of ~~construction of certain homes.~~homes not yet sold. Homebuilding construction in process increased from April 30, ~~2021~~2022 to ~~October~~July 31, ~~2021~~2022 by ~~$2,122,000~~$330,000 due to increased homebuilding activity.

●

Investment assets ~~net~~ decreased from April 30, ~~2021~~2022 to ~~October~~July 31, ~~2021~~2022 by ~~$3,807,000.~~$56,000. Investment assets ~~net~~ consist of ~~(in~~(dollars in thousands):


	October 31,		April 30,		% Increase		July 31,		April 30,		% Increase
	2021		2021		(Decrease)		2022		2022		(Decrease)
Land held for long-term investment	$	9,775	$	9,775	0	%	$	8,961	$	9,017	(1)	%
Building		—		10,003	(a)
Less accumulated depreciation		—		(6,196)	(a)
Building, net		—		3,807	(a)
	$	9,775	$	13,582

~~(a) Percentage not meaningful.~~

As of April 30, 2021, the building was a 143,000 square foot warehouse and office facility located in Palm Coast, Florida. In October 2021, the Company sold this 143,000 square foot warehouse and office facility. Depreciation associated with the building was $98,000 and $140,000 for the three months ended October 31, 2021 and October 31, 2020 and $201,000 and $262,000 for the six months ended October 31, 2021 and October 31, 2020.

●

Other assets increased from April 30, ~~2021~~2022 to ~~October~~July 31, ~~2021~~2022 by ~~$1,225,000~~$200,000 primarily due to ~~an increase in property~~prepaid expenses of stock compensation, insurance and ~~equipment as a result of the acquisition of a 7,000 square foot office building in Rio Rancho, New Mexico from which the Company’s~~ real estate ~~business operates.~~taxes.

●

Deferred income taxes, net decreased from April 30, ~~2021~~2022 to ~~October~~July 31, ~~2021~~2022 by ~~$1,584,000~~$30,000 primarily due to ~~use~~the income tax effect of ~~federal net operating loss carry forwards.~~the decrease in pension liability.

●

Accounts payable and accrued expenses ~~increased~~decreased from April 30, ~~2021~~2022 to ~~October~~July 31, ~~2021~~2022 by ~~$300,000~~$1,101,000 primarily due to ~~an increase~~the payment of ~~accounts payable~~invoices partially offset by ~~a reduction~~an increase in customer deposits.

●

Taxes payable, net ~~decreased~~increased from April 30, ~~2021~~2022 to ~~October~~July 31, ~~2021~~2022 by ~~$66,000 in connection with finalization of the Company’s tax return filings.~~$780,000.

●

Accrued pension costs of the Company’s frozen defined benefit pension plan ~~(representing the Company’s unfunded pension liability)~~ decreased from April 30, ~~2021~~2022 to ~~October~~July 31, ~~2021~~2022 by ~~$441,000~~$221,000 primarily due to ~~favorable investment results~~the funding levels of ~~plan assets.~~the plan. The Company recorded, net of tax, other comprehensive income of ~~$67,000 and $133,000~~$66,000 for each of the three ~~and six~~ months ended ~~October~~July 31, ~~2021~~2022 and ~~$90,000 and $180,000 for the three and six months ended October~~July 31, ~~2020~~2021 reflecting the change in accrued pension costs during each period net of the related deferred tax and unrecognized prepaid pension amounts.

~~Table of Contents~~

~~Financing Activities~~Recent Accounting Pronouncements

Notes payable, net increased from $3,448,000 as of April 30, 2021 to $5,952,000 as of October 31, 2021 primarily due to additional borrowings to fund land acquisition and development activities partially offset by repayments made on outstanding borrowings.. Refer to Note 61 to the condensed consolidated financial statements included in this report on Form 10-Q and ~~Notes 6 and 19~~Note 1 to the consolidated financial statements contained in the ~~2021~~2022 Form 10-K for ~~additional detail about notes payable.~~a discussion of recently issued accounting pronouncements.

~~Investing Activities~~

~~Capital expenditures were $10,000 and $11,000 for the three and six months ended October 31, 2021 and $3,000 for each~~17

Table of ~~the three and six months ended October 31, 2020 primarily for technology upgrades during each period.~~Contents

Statement of Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or oral statements that are “forward-looking”, including statements contained in this report and other filings with the Securities and Exchange Commission, reports to the Company’s shareholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, other written or oral statements, which constitute forward-looking statements, may be made by or on behalf of the Company. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”, “forecasts”, “may”, “should”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and contingencies that are difficult to predict. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are qualified by the cautionary statements in this section. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements.

The forward-looking statements contained in this report include, but are not limited to, statements regarding (1) the Company’s ability to finance its future working capital, land development, homebuilding and capital expenditure needs, (2) the Company’s expected liquidity sources, ~~including the amount of principal available for borrowing under the Company’s financing arrangements,~~ (3) anticipated future development of the Company’s real estate holdings, (4) the timing of reimbursements under, and the general effectiveness of, the Company’s public improvement districts and private infrastructure reimbursement covenants, (5) the availability of bank financing for projects, (6) the utilization of existing bank financing, ~~(7)~~(4) the market conditions impacting the land development and homebuilding industries for at least the remainder of 2022, (5) the backlog of homes under contract and in production and the dollar amount of expected sales ~~revenue~~revenues when such homes are closed, ~~(8) the effect of recent accounting pronouncements, (9)~~(6) the timing of recognizing unrecognized compensation expense related to shares of common stock issued under the AMREP Corporation 2016 Equity Compensation Plan, ~~(10)~~(7) the future issuance of deferred stock units to directors of the Company and ~~(11)~~(8) the future business conditions that may be experienced by the Company.

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

~~Table of Contents~~

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Vice President, Finance and Accounting, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. As a result of such evaluation, the Company’s Chief Executive Officer and Vice President, Finance and Accounting have concluded that such disclosure controls and procedures were effective as of ~~October~~July 31, ~~2021~~2022 to provide reasonable assurance that the information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Vice President, Finance and Accounting, as appropriate, to allow timely decisions regarding disclosure. The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

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

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PART II. OTHER INFORMATION

Item 6.6.Exhibits


Exhibit Number		Description
10.1		Third Modification Agreement, dated as of August 15, 2022, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed August 16, 2022)
10.2		First Amended and Restated Revolving Line of Credit Promissory Note, dated August 15, 2022, by AMREP Southwest Inc. in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed August 16, 2022)
31.1		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
32		Certification required pursuant to 18 U.S.C. Section 1350
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

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~~SIGNATUR~~ESIGNATURE

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: ~~December 8, 2021~~September 7, 2022	AMREP CORPORATION
	(Registrant)

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

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EXHIBIT INDEX


Exhibit Number		Description
10.1		Third Modification Agreement, dated as of August 15, 2022, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed August 16, 2022)
10.2		First Amended and Restated Revolving Line of Credit Promissory Note, dated August 15, 2022, by AMREP Southwest Inc. in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed August 16, 2022)
31.1		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
31.2		Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934
32		Certification required pursuant to 18 U.S.C. Section 1350
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

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	Three Months ended October 31, 2021					Three Months ended October 31, 2020
	Acres Sold	Revenue		Revenue Per Acre¹		Acres Sold	Revenue		Revenue Per Acre¹
Developed
Residential	14.6	$	8,466	$	580	17.4	$	8,376	$	481
Commercial	—		—		—	0.4		134		335
Total Developed	14.6	$	8,466	$	580	17.8		8,510		478
Undeveloped	—		—		—	2.0		16		8
Total	14.6	$	8,466	$	580	19.8	$	8,526	$	431

Three Months ended July 31,

Homes sold

Average selling price