AMREP (AXR) 10-Q 11 Sep 18 2019 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Jul. 31, 2018	Sep. 07, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 31, 2018
Document Fiscal Year Focus	2,019
Document Fiscal Period Focus	Q1
Entity Registrant Name	AMREP CORP.
Entity Central Index Key	6,207
Current Fiscal Year End Date	--04-30
Entity Filer Category	Smaller Reporting Company
Trading Symbol	AXR
Entity Common Stock, Shares Outstanding		8,127,904

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Jul. 31, 2018	Apr. 30, 2018
ASSETS
Cash and cash equivalents	$ 15,100	$ 14,041
Receivables, net	5,866	5,901
Real estate inventory	59,174	58,874
Investment assets	9,713	9,714
Property, plant and equipment, net	9,492	9,745
Other assets, net	2,329	2,321
Taxes receivable, net	0	209
Deferred income taxes, net	5,045	5,060
TOTAL ASSETS	106,719	105,865
LIABILITIES:
Accounts payable and accrued expenses	8,419	8,215
Taxes payable, net	65	0
Notes payable, net	2,071	1,843
Other liabilities and deferred revenue	122	149
Accrued pension costs	9,011	9,051
TOTAL LIABILITIES	19,688	19,258
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 8,353,154 at July 31, 2018 and 8,323,954 at April 30, 2018	835	832
Capital contributed in excess of par value	51,125	50,922
Retained earnings	47,063	47,002
Accumulated other comprehensive loss, net	(7,777)	(7,934)
Treasury stock, at cost; 225,250 shares at July 31, 2018 and April 30, 2018	(4,215)	(4,215)
TOTAL SHAREHOLDERS' EQUITY	87,031	86,607
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 106,719	$ 105,865

Consolidated Balance Sheets _Pa

Consolidated Balance Sheets [Parenthetical] - $ / shares	Jul. 31, 2018	Apr. 30, 2018
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,353,154	8,323,954
Treasury stock, shares	225,250	225,250

Consolidated Statements of Oper

Consolidated Statements of Operations and Retained Earnings - USD ($) $ in Thousands		3 Months Ended
		Jul. 31, 2018	Jul. 31, 2017
REVENUES:
Fulfillment services		$ 7,445	$ 7,243
Real estate land sales		4,181	2,677
Other		89	1,406
Revenues	[1]	11,715	11,326
COSTS AND EXPENSES:
Real estate land sales		3,731	1,223
Operating and selling expenses:
Fulfillment services		6,338	6,094
Real estate		276	511
General and administrative expenses:
Fulfillment services		346	349
Real estate operations		188	114
Corporate operations		822	808
Interest expense		5	13
Costs and Expenses		11,706	9,112
Income before income taxes		9	2,214
(Benefit) provision for income taxes	[1]	(52)	766
Net income		61	1,448
Retained earnings, beginning of period		47,002	46,764
Retained earnings, end of period		$ 47,063	$ 48,212
Earnings per share – basic and diluted		$ 0.01	$ 0.18
Weighted average number of common shares outstanding - basic		8,086	8,063
Weighted average number of common shares outstanding - diluted		8,124	8,083
[1]	Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Net income	$ 61	$ 1,448
Other comprehensive income, net of tax:
Decrease in pension liability, net of tax ($69 in 2019 and $98 in 2018)	157	225
Other comprehensive income	157	225
Total comprehensive income	$ 218	$ 1,673

Consolidated Statements of Com6

Consolidated Statements of Comprehensive Income [Parenthetical] - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax, Attributable to Parent	$ 69	$ 98

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 61	$ 1,448
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	291	321
Non-cash credits and charges:
Non-cash gain on settlement	0	(1,318)
Non-cash deferred revenue recognized	0	(20)
Provision for (recovery of) doubtful accounts	63	(21)
Stock-based compensation	28	18
Net periodic pension cost	186	250
Changes in assets and liabilities:
Receivables	(28)	452
Real estate inventory and investment assets	(299)	733
Other assets	85	(13)
Accounts payable and accrued expenses	204	(375)
Taxes receivable (payable)	274	(1)
Other liabilities and deferred revenue	(27)	(366)
Deferred income taxes	(54)	770
Accrued pension costs	0	(563)
Total adjustments	723	(133)
Net cash provided by operating activities	784	1,315
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from corporate-owned life insurance policy	85	0
Capital expenditures - property, plant and equipment	(34)	(10)
Net cash provided by (used in) investing activities	51	(10)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing	1,044	0
Principal debt payments	(774)	0
Payments for debt issuance costs	(46)	0
Net cash provided by financing activities	224	0
Increase in cash and cash equivalents	1,059	1,305
Cash and cash equivalents, beginning of period	14,041	11,811
Cash and cash equivalents, end of period	15,100	13,116
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid, net of amounts capitalized	1	0
Income taxes (refunded) paid, net	$ (271)	$ 1

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES	3 Months Ended
	Jul. 31, 2018
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES The accompanying unaudited consolidated financial statements have been prepared by AMREP Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The Company, through its subsidiaries, is primarily engaged in two business segments: the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries and the fulfillment services business operated by Palm Coast Data LLC (“Palm Coast”) and its affiliates. The Company’s foreign sales are insignificant. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, these unaudited consolidated financial statements include all adjustments, which are of a normal recurring nature, considered necessary to reflect a fair presentation of the results for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of what may occur in future periods. Unless the context otherwise indicates, all references to 2019 and 2018 are to the fiscal years ending April 30, 2019 and 2018 and all references to the first quarters of 2019 and 2018 mean the fiscal three month periods ended July 31, 2018 and 2017. The unaudited consolidated financial statements herein should be read in conjunction with the Company’s annual report on Form 10-K for the year ended April 30, 2018, which was filed with the SEC on July 20, 2018 (the “2018 Form 10-K”). Certain 2018 balances in these financial statements have been reclassified to conform to the current year presentation with no effect on either net income or shareholders’ equity. Summary of Significant Accounting Policies The significant accounting policies used in preparing these consolidated financial statements are consistent with the accounting policies described in the 2018 Form 10-K, except for those adopted as described below. Recently Adopted Accounting Pronouncements Revenue Recognition In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue Recognition Topic 606 was effective for the Company’s fiscal year beginning May 1, 2018. The Company adopted Topic 606 using the modified retrospective method. Results for reporting periods beginning after May 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with Topic 605. The adoption of Topic 606 had no impact on the Company’s results of operations. Statements of Cash Flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-based Payment Accounting

RECEIVABLES

RECEIVABLES	3 Months Ended
	Jul. 31, 2018
Receivables [Abstract]
Loans, Notes, Trade and Other Receivables Disclosure [Text Block]	(2) RECEIVABLES Receivables, net consist of: July 31, 2018 April 30, 2018 (in thousands) Fulfillment services $ 6,196 $ 6,189 Real estate operations 26 10 Corporate operations 21 16 6,243 6,215 Less allowance for doubtful accounts (377 ) (314 ) $ 5,866 $ 5,901 During the three months ended July 31, 2018, revenues from one major customer of the Company’s fulfillment services business totaled $1,154,000 or approximately 9.9% of total revenues for the Company. As of July 31, 2018, the Company’s fulfillment services business had $771,000 of outstanding accounts receivable from this customer, which was reduced by collections to $405,000 at September 7, 2018. This customer .

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT	3 Months Ended
	Jul. 31, 2018
Property, Plant and Equipment Disclosure [Abstract]
Property, Plant and Equipment [Text Block]	(3) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net consist of: July 31, April 30, 2018 2018 (in thousands) Land, buildings and improvements $ 15,939 $ 15,932 Furniture and equipment 18,280 18,239 34,219 34,171 Less accumulated depreciation (24,727 ) (24,426 ) $ 9,492 $ 9,745 Depreciation of property, plant and equipment charged to operations was $287,000 and $321,000 for the three months ended July 31, 2018 and 2017.

OTHER ASSETS

OTHER ASSETS	3 Months Ended
	Jul. 31, 2018
Other Assets [Abstract]
Other Assets Disclosure [Text Block]	(4) OTHER ASSETS Other assets consist of: July 31, April 30, 2018 2018 (in thousands) Prepaid expenses $ 1,608 $ 1,561 Deferred order entry costs 515 513 Other 206 247 $ 2,329 $ 2,321 Deferred order entry costs represent costs incurred in connection with the data entry of customer subscription information to database files and are charged directly to operations generally over a twelve month period.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	3 Months Ended
	Jul. 31, 2018
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities Disclosure [Text Block]	(5) ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of: July 31, April 30, 2018 2018 (in thousands) Fulfillment services $ 5,340 $ 5,448 Real estate operations 2,737 2,425 Corporate operations 342 342 $ 8,419 $ 8,215 As of July 31, 2018, accounts payable and accrued expenses for the Company’s fulfillment services business included customer postage deposits of $2,889,000, accrued expenses of $748,000, trade payables of $600,000 and other of $1,103,000. As of April 30, 2018, accounts payable and accrued expenses for the Company’s fulfillment services business included customer postage deposits of $3,223,000, accrued expenses of $515,000, trade payables of $388,000 and other of $1,322,000. As of July 31, 2018, accounts payable and accrued expenses for the Company’s real estate business included accrued expenses of $634,000, trade payables of $681,000, and real estate customer deposits of $1,422,000. As of April 30, 2018, accounts payable and accrued expenses for the Company’s real estate business included accrued expenses of $746,000, trade payables of $773,000, real estate customer deposits of $897,000 and other of $9,000.

NOTES PAYABLE

NOTES PAYABLE	3 Months Ended
	Jul. 31, 2018
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	(6) NOTES PAYABLE Notes payable, net consist of: July 31, April 30, 2018 2018 (in thousands) Real estate notes payable $ 2,157 $ 1,887 Unamortized debt issuance costs (86 ) (44 ) Notes payable, net $ 2,071 $ 1,843 Lomas Encantadas Subdivision Pursuant to such loan documentation, BOKF, NA agrees to lend up to $4,750,000 to the borrower on a non-revolving line of credit basis to partially fund the development of the Lomas Property. 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. The outstanding principal amount of the loan as of July 31, 2018 was $2,115,000 and the borrower made principal repayments of $774,000 during the three months ended July 31, 2018. The loan is scheduled to mature in December 2021. The total book value of the Lomas Property was $10,461,000 as of July 31, 2018. The Company capitalized $26,000 of interest related to this loan in the first quarter of 2019. At July 31, 2018, both the borrower and AMREP Southwest were in compliance with the covenants contained within the loan documentation. Hawk Site Subdivision Business Loan Agreement with Ma in Bank. The loan under the Business Loan Agreement is evidenced by a Promissory Note and is secured by a Mortgage, between HDC and Main Bank with respect to certain planned residential lots within the Hawk Site subdivision (the “Hawk Property”). Pursuant to a Commercial Guaranty entered into by AMREP Southwest in favor of Main Bank, AMREP Southwest has guaranteed HDC’s obligations under each of the above agreements. The Business Loan Agreement, Promissory Note, Mortgage, Commercial Guaranty and other related transaction documents are collectively referred to as the “HS Loan Documentation.” Pursuant to the HS Loan Documentation, Main Bank agrees to lend up to $1,800,000 to HDC on a non-revolving line of credit basis to partially fund the development of the Hawk Property. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to the Wall Street Journal Prime Rate plus a spread of 2.38%, adjusted annually. Main Bank is required to release the lien of its mortgage on any lot included in the Hawk Property upon HDC making a principal payment equal to the greater of $30,000 or 55% of the sales price of the lot HDC and AMREP Southwest have made certain representations and warranties in the HS Loan Documentation and are required to comply with various covenants, reporting requirements and other customary requirements for similar loans. The HS Loan Documentation contains customary events of default for similar financing transactions, including: HDC’s failure to make principal, interest or other payments when due; the failure of HDC or AMREP Southwest to observe or perform their respective covenants under the HS Loan Documentation; the representations and warranties of HDC or AMREP Southwest being false; and the insolvency or bankruptcy of HDC or AMREP Southwest. Upon the occurrence and during the continuance of an event of default, Main Bank may declare the outstanding principal amount and all other obligations under the HS Loan Documentation immediately due and payable. At July 31, 2018, both HDC and AMREP Southwest were in compliance with the covenants contained within the HS Loan Documentation.

OTHER REVENUES

OTHER REVENUES	3 Months Ended
	Jul. 31, 2018
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
Other Liabilities Disclosure [Text Block]	(7) OTHER REVENUES Other revenues for the first quarter of 2019 and 2018 consist of: Three Months Ended July 31, 2018 2017 (in thousands) Settlement gain $ - $ 1,318 Deferred revenue and other 89 88 $ 89 $ 1,406 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 9 to the consolidated financial statements contained in the 2018 Form 10-K for detail about the settlement agreement entered into between Palm Coast and the State of Florida in the first quarter of 2018. As a result of this settlement agreement, the Company’s fulfillment services business recognized a gain of $1,318,000 during the first quarter of 2018. In addition, refer to Note 9 to the consolidated financial statements contained in the 2018 Form 10-K for detail about an oil and gas lease with respect to all minerals and mineral rights owned by the Company or for which the Company has executive rights in and under approximately 55,000 surface acres of land in Sandoval County, New Mexico. No royalties under the lease were received during the three months ended July 31, 2018. Revenue from this transaction is being recorded over the lease term and approximately $57,000 was recognized during the first quarter of each of 2019 and 2018. At July 31, 2018, there was approximately $19,000 of deferred revenue remaining to be recognized before the end of the lease term in September 2018. On September 7, 2018, the oil and gas lease was amended pursuant to a lease extension agreement. The lease extension agreement extends the expiration date of the initial term of the lease from September 2018 to September 2020. No fee was paid by the lessee to the Company with respect to such extension. If lessee or any of its affiliates provides any consideration to obtain, enter into, option, extend or renew an interest in any minerals or mineral rights within Sandoval County, Bernalillo County, Santa Fe County or Valencia County in New Mexico at any time from September 2017 through September 2020, lessee shall pay the Company an amount equal to the amount of such consideration paid per acre multiplied by 54,793.24. The lease extension agreement further provides that the lessee shall assign, or shall cause their affiliate to assign, to the Company an overriding royalty interest of 1% with respect to the proceeds received by the lessee with respect to any minerals or minerals rights presently or hereinafter owned by, leased by, optioned by or otherwise subject to the control of lessee or any of its affiliates in any part of Sandoval County, Bernalillo County, Santa Fe County or Valencia County in New Mexico.

BENEFIT PLANS

BENEFIT PLANS	3 Months Ended
	Jul. 31, 2018
Retirement Benefits [Abstract]
Pension and Other Postretirement Benefits Disclosure [Text Block]	(8) BENEFIT PLANS Pension Plan The Company has a defined benefit pension plan for which accumulated benefits were frozen and future service credits were curtailed as of March 1, 2004. Refer to Note 11 to the consolidated financial statements contained in the 2018 Form 10-K for additional detail regarding the Company’s agreements with the Pension Benefit Guaranty Corporation (the “PBGC”). Pursuant to these agreements, the Company has secured $4,535,000 of accrued pension-related obligations with first lien mortgages on certain real property in favor of the PBGC. The total book value of the real property subject to the mortgages was approximately $7,874,000 as of July 31, 2018. On an annual basis, the Company is required to provide updated appraisals on each mortgaged property and, if the appraised value of the mortgaged properties is less than two times the amount of the accrued pension-related obligations secured by the mortgages, the Company is required to make a payment to its pension plan in an amount equal to one-half of the amount of the shortfall. During the first quarter of 2019, 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. In addition, following the end of the first quarter of 2019, the agreements with the PBGC terminated by their terms on August 30, 2018 with the PBGC being deemed to have released and discharged the Company and all other members of its controlled group from any claims under such agreements. The Company recognizes the known changes in the funded status of the pension plan in the period in which the changes occur through other comprehensive income, net of the related deferred income tax effect. The Company recognized other comprehensive income of $157,000 for the three months ended July 31, 2018 and $225,000 for the three months ended July 31, 2017, related to the amortization of the plan’s unrecognized net loss included in Accumulated other comprehensive loss, net in the accompanying financial statements. 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 months ended July 31, 2018 and made $563,000 of contributions for the three months ended July 31, 2017. Equity Compensation Plan Refer to Note 11 to the consolidated financial statements contained in the 2018 Form 10-K for additional detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “2016 Equity Plan”) and the AMREP Corporation 2006 Equity Compensation Plan (together with the 2016 Equity Plan, the “Equity Plans”). The Company issued 29,200 shares of restricted common stock under the 2016 Equity Plan during the three months ended July 31, 2018. During the three months ended July 31, 2018, 8,750 shares of restricted common stock previously issued under the Equity Plans vested leaving 55,200 restricted shares issued under the Equity Plans that had not vested as of July 31, 2018. For the three months 2018, the Company recognized $28,000 of non-cash compensation expense related to the vesting of restricted shares of common stock, and $18,000 for the same period of 2018. As of July 31, 2018, there was $274,000 of unrecognized compensation expense related to restricted shares of common stock issued under the Equity Plans which had not vested as of that date, which is expected to be recognized over the remaining vesting term not to exceed three years. In addition, the Company recognized $20,000 of expense during the three months 2018 related to deferred stock units expected to be issued to non-employee members of the Company’s Board of Directors in December 2018.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Jul. 31, 2018
Income Tax Disclosure [Abstract]
Income Tax Disclosure [Text Block]	(9) INCOME TAXES 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 reduced 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 was phased in, resulting in the Company having a blended federal tax rate of 29.7% for 2018. Effective May 1, 2018, the Company’s federal corporate tax rate is 21.0%. 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”). As of July 31, 2018, the Company had not completed its accounting for the tax effects of the Act and expects to complete the accounting during its third quarter of 2019, which could potentially affect the measurement of deferred tax balances or potentially give rise to new deferred tax balances. The total tax effect of gross unrecognized tax benefits in the accompanying financial statements at both July 31, 2018 and April 30, 2018 was $58,000, which, .

INFORMATION ABOUT THE COMPANY'S

INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS	3 Months Ended
	Jul. 31, 2018
Segment Reporting [Abstract]
Segment Reporting Disclosure [Text Block]	(10) 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): Real Estate Fulfillment Services ‎ (d) Corporate ‎ and ‎ Other Consolidated Three months ended July 31, 2018 (a): Revenues $ 4,239 $ 7,445 $ 31 $ 11,715 Net income (loss) $ (511 ) $ 195 $ 377 $ 61 Provision (benefit) for income taxes (180 ) 55 73 (52 ) Interest expense (income), net (b) 585 291 (871 ) 5 Depreciation and amortization 25 266 - 291 EBITDA (c) $ (81 ) $ 807 $ (421 ) $ 305 Capital expenditures $ - $ 34 $ - $ 34 Total assets as of July 31, 2018 $ 74,336 $ 18,595 $ 13,788 $ 106,719 Three months ended July 31, 2017 (a): Revenues $ 2,747 $ 8,561 $ 18 $ 11,326 Net income $ 180 $ 1,040 $ 228 $ 1,448 Provision for income taxes 134 536 96 766 Interest expense (income), net (b) 524 303 (814 ) 13 Depreciation and amortization 18 303 - 321 EBITDA (c) $ 856 $ 2,182 $ (490 ) $ 2,548 Capital expenditures $ - $ 10 $ - $ 10 Total assets as of July 31, 2017 $ 75,387 $ 26,485 $ 3,936 $ 105,808 (a) Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations. (b) Interest expense (income), net includes inter-segment interest expense (income) that is eliminated in consolidation. (c) The Company uses EBITDA (which the Company defines as income (loss) before net interest expense, income 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. (d) Fulfillment services revenues and EBITDA for the three months ended July 31, 2017 included a pre-tax gain of $1,318,000 resulting from the settlement agreement with the State of Florida (see Note 7). Disaggregation of Revenues The Company presents revenues disaggregated by business segment and, in the case of fulfillment services, by service provided, and in the case of real estate, by type of lots sold. The Company believes this disaggregation best depicts how its various business segments perform and are affected by economic factors. The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months 2018 2017 Fulfillment revenues: Subscription services $ 4,389 $ 4,260 Membership fulfillment 1,931 1,837 Contact center 976 947 Other revenues 149 199 Total fulfillment revenues 7,445 7,243 Real estate revenues: Developed land sales Residential land sales 4,181 2,677 Commercial land sales - - Undeveloped land sales - - Total real estate revenues 4,181 2,677 Total corporate and other revenues 89 1,406 Total revenues $ 11,715 $ 11,326

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES (Policies)	3 Months Ended
	Jul. 31, 2018
Accounting Policies [Abstract]
New Accounting Pronouncements, Policy [Policy Text Block]	Recently Adopted Accounting Pronouncements Revenue Recognition In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue Recognition Topic 606 was effective for the Company’s fiscal year beginning May 1, 2018. The Company adopted Topic 606 using the modified retrospective method. Results for reporting periods beginning after May 1, 2018 are presented under Topic 606, while prior period amounts were not adjusted and continue to be reported in accordance with Topic 605. The adoption of Topic 606 had no impact on the Company’s results of operations. Statements of Cash Flows In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases In January 2018, the FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In June 2018, the FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718) – Improvements to Nonemployee Share-based Payment Accounting

RECEIVABLES (Tables)

RECEIVABLES (Tables)	3 Months Ended
	Jul. 31, 2018
Receivables [Abstract]
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]	Receivables, net consist of: July 31, 2018 April 30, 2018 (in thousands) Fulfillment services $ 6,196 $ 6,189 Real estate operations 26 10 Corporate operations 21 16 6,243 6,215 Less allowance for doubtful accounts (377 ) (314 ) $ 5,866 $ 5,901

PROPERTY, PLANT AND EQUIPMENT (

PROPERTY, PLANT AND EQUIPMENT (Tables)	3 Months Ended
	Jul. 31, 2018
Property, Plant and Equipment Disclosure [Abstract]
Property, Plant and Equipment [Table Text Block]	Property, plant and equipment, net consist of: July 31, April 30, 2018 2018 (in thousands) Land, buildings and improvements $ 15,939 $ 15,932 Furniture and equipment 18,280 18,239 34,219 34,171 Less accumulated depreciation (24,727 ) (24,426 ) $ 9,492 $ 9,745

OTHER ASSETS (Tables)

OTHER ASSETS (Tables)	3 Months Ended
	Jul. 31, 2018
Other Assets [Abstract]
Schedule of Other Assets [Table Text Block]	Other assets consist of: July 31, April 30, 2018 2018 (in thousands) Prepaid expenses $ 1,608 $ 1,561 Deferred order entry costs 515 513 Other 206 247 $ 2,329 $ 2,321

ACCOUNTS PAYABLE AND ACCRUED 22

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	3 Months Ended
	Jul. 31, 2018
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]	Accounts payable and accrued expenses consist of: July 31, April 30, 2018 2018 (in thousands) Fulfillment services $ 5,340 $ 5,448 Real estate operations 2,737 2,425 Corporate operations 342 342 $ 8,419 $ 8,215

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	3 Months Ended
	Jul. 31, 2018
Debt Disclosure [Abstract]
Schedule of Debt [Table Text Block]	Notes payable, net consist of: July 31, April 30, 2018 2018 (in thousands) Real estate notes payable $ 2,157 $ 1,887 Unamortized debt issuance costs (86 ) (44 ) Notes payable, net $ 2,071 $ 1,843

OTHER REVENUES (Tables)

OTHER REVENUES (Tables)	3 Months Ended
	Jul. 31, 2018
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]
Other Revenues [Table Text Block]	Other revenues for the first quarter of 2019 and 2018 consist of: Three Months Ended July 31, 2018 2017 (in thousands) Settlement gain $ - $ 1,318 Deferred revenue and other 89 88 $ 89 $ 1,406

INFORMATION ABOUT THE COMPANY25

INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS (Tables)	3 Months Ended
	Jul. 31, 2018
Segment Reporting [Abstract]
Schedule of Segment Reporting Information, by Segment [Table Text Block]	The following tables set forth summarized data relative to the industry segments in which the Company operated for the periods indicated (in thousands): Real Estate Fulfillment Services ‎ (d) Corporate ‎ and ‎ Other Consolidated Three months ended July 31, 2018 (a): Revenues $ 4,239 $ 7,445 $ 31 $ 11,715 Net income (loss) $ (511 ) $ 195 $ 377 $ 61 Provision (benefit) for income taxes (180 ) 55 73 (52 ) Interest expense (income), net (b) 585 291 (871 ) 5 Depreciation and amortization 25 266 - 291 EBITDA (c) $ (81 ) $ 807 $ (421 ) $ 305 Capital expenditures $ - $ 34 $ - $ 34 Total assets as of July 31, 2018 $ 74,336 $ 18,595 $ 13,788 $ 106,719 Three months ended July 31, 2017 (a): Revenues $ 2,747 $ 8,561 $ 18 $ 11,326 Net income $ 180 $ 1,040 $ 228 $ 1,448 Provision for income taxes 134 536 96 766 Interest expense (income), net (b) 524 303 (814 ) 13 Depreciation and amortization 18 303 - 321 EBITDA (c) $ 856 $ 2,182 $ (490 ) $ 2,548 Capital expenditures $ - $ 10 $ - $ 10 Total assets as of July 31, 2017 $ 75,387 $ 26,485 $ 3,936 $ 105,808 (a) Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations. (b) Interest expense (income), net includes inter-segment interest expense (income) that is eliminated in consolidation. (c) The Company uses EBITDA (which the Company defines as income (loss) before net interest expense, income 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. (d) Fulfillment services revenues and EBITDA for the three months ended July 31, 2017 included a pre-tax gain of $1,318,000 resulting from the settlement agreement with the State of Florida (see Note 7).
Disaggregation of Revenue [Table Text Block]	The following table presents the Company’s revenues disaggregated by revenue source (in thousands): Three Months 2018 2017 Fulfillment revenues: Subscription services $ 4,389 $ 4,260 Membership fulfillment 1,931 1,837 Contact center 976 947 Other revenues 149 199 Total fulfillment revenues 7,445 7,243 Real estate revenues: Developed land sales Residential land sales 4,181 2,677 Commercial land sales - - Undeveloped land sales - - Total real estate revenues 4,181 2,677 Total corporate and other revenues 89 1,406 Total revenues $ 11,715 $ 11,326

SUMMARY OF SIGNIFICANT ACCOUN26

SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES (Details Textual) - USD ($)	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Accounting Policies [Line Items]
Proceeds from Life Insurance Policy	$ 85,000	$ 0
Accounting Standards Update 2016-15 [Member]
Accounting Policies [Line Items]
Proceeds from Life Insurance Policy	$ 85,000

RECEIVABLES (Details)

RECEIVABLES (Details) - USD ($) $ in Thousands	Jul. 31, 2018	Apr. 30, 2018
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	$ 6,243	$ 6,215
Less allowance for doubtful accounts	(377)	(314)
Accounts Receivable, Net	5,866	5,901
Fulfillment service [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	6,196	6,189
Real estate operations
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	26	10
Corporate operations
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	$ 21	$ 16

RECEIVABLES (Details Textual)

RECEIVABLES (Details Textual) - USD ($)		3 Months Ended
		Jul. 31, 2018	Jul. 31, 2017	Sep. 07, 2018	Apr. 30, 2018
Revenues	[1]	$ 11,715,000	$ 11,326,000
Accounts Receivable, Net		5,866,000			$ 5,901,000
Customer Concentration Risk [Member]
Revenues		$ 1,154,000
Customer Concentration Risk [Member] | Sales Revenue, Net [Member]
Concentration Risk, Percentage		9.90%
Fulfillment Services [Member]
Revenues	[1],[2]	$ 7,445,000	$ 8,561,000
Accounts Receivable, Net				$ 405,000
Fulfillment Services [Member] | Customer Concentration Risk [Member]
Accounts Receivable, Net		$ 771,000
[1]	Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.
[2]	Fulfillment services revenues and EBITDA for the three months ended July 31, 2017 included a pre-tax gain of $1,318,000 resulting from the settlement agreement with the State of Florida (see Note 7).

PROPERTY, PLANT AND EQUIPMENT29

PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	Jul. 31, 2018	Apr. 30, 2018
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 34,219	$ 34,171
Less accumulated depreciation	(24,727)	(24,426)
Property, plant and equipment, net	9,492	9,745
Land, buildings and improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	15,939	15,932
Furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 18,280	$ 18,239

PROPERTY, PLANT AND EQUIPMENT30

PROPERTY, PLANT AND EQUIPMENT (Details Textual) - USD ($)	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Property, Plant and Equipment [Line Items]
Depreciation	$ 287,000	$ 321,000

OTHER ASSETS (Details)

OTHER ASSETS (Details) - USD ($) $ in Thousands	Jul. 31, 2018	Apr. 30, 2018
Prepaid expenses	$ 1,608	$ 1,561
Deferred order entry costs	515	513
Other	206	247
Prepaid Expense and Other Assets	$ 2,329	$ 2,321

ACCOUNTS PAYABLE AND ACCRUED 32

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jul. 31, 2018	Apr. 30, 2018
Accounts Payable and Accrued Liabilities	$ 8,419	$ 8,215
Fulfillment services
Accounts Payable and Accrued Liabilities	5,340	5,448
Real estate operations
Accounts Payable and Accrued Liabilities	2,737	2,425
Corporate operations
Accounts Payable and Accrued Liabilities	$ 342	$ 342

ACCOUNTS PAYABLE AND ACCRUED 33

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Textual) - USD ($)	Jul. 31, 2018	Apr. 30, 2018
Real Estate Operation [Member]
Accounts Payable and Accrued Liabilities Disclosure [Line Items]
Accrued Liabilities	$ 634,000	$ 746,000
Accounts Payable, Trade	681,000	773,000
Other Accounts Payable and Accrued Liabilities		9,000
Customer Advances and Deposits, Current	1,422,000	897,000
Fulfillment Services [Member]
Accounts Payable and Accrued Liabilities Disclosure [Line Items]
Accrued Liabilities	748,000	515,000
Customer Postage Deposits Current And Noncurrent	2,889,000	3,223,000
Accounts Payable, Trade	600,000	388,000
Other Accounts Payable and Accrued Liabilities	$ 1,103,000	$ 1,322,000

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($) $ in Thousands	Jul. 31, 2018	Apr. 30, 2018
Notes Payable [Abstract]
Notes Payable	$ 2,071	$ 1,843
Real Estate Operations And Corporate [Member]
Notes Payable [Abstract]
Notes Payable	2,157	1,887
Unamortized debt issuance costs [Member]
Notes Payable [Abstract]
Notes Payable	$ (86)	$ (44)

NOTES PAYABLE (Details Textual)

NOTES PAYABLE (Details Textual) - USD ($)	1 Months Ended	3 Months Ended
	Jul. 24, 2018	Jul. 31, 2018	Jul. 31, 2017
Debt Instrument [Line Items]
Loans Payable		$ 2,115,000
Repayments of Notes Payable		774,000	$ 0
Real Estate Operations And Corporate [Member]
Debt Instrument [Line Items]
Repayments of Notes Payable		774,000
Nonrevolving Line Of Credit [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity		$ 4,750,000
Debt Instrument, Basis Spread on Variable Rate		3.00%
Book Value Of Real Estate Property Collateralized		$ 10,461,000
Interest Costs Capitalized		26,000
Nonrevolving Line Of Credit Two [Member]
Debt Instrument [Line Items]
Line of Credit Facility, Current Borrowing Capacity	$ 1,800,000
Debt Instrument, Basis Spread on Variable Rate	2.38%
Book Value Of Real Estate Property Collateralized		3,218,000
Debt Instrument Maximum Principal Amount To Be Settled	$ 1,700,000
Other Notes Payable		$ 42,000
Debt Instrument, Payment Terms	principal payment equal to the greater of $30,000 or 55% of the sales price of the lot
Debt Instrument, Description of Variable Rate Basis	Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to the Wall Street Journal Prime Rate plus a spread of 2.38%, adjusted annually.

OTHER REVENUES (Details)

OTHER REVENUES (Details) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Settlement gain	$ 0	$ 1,318
Deferred revenue and other	89	88
Other Revenue, Net	$ 89	$ 1,406

OTHER REVENUES (Details Textual

OTHER REVENUES (Details Textual)	Sep. 07, 2018	Jul. 31, 2018USD ($)a	Jul. 31, 2017USD ($)
Pre Tax Gain Included Other Revenues		$ 0	$ 1,318,000
Operating Leases, Income Statement, Lease Revenue		57,000
Deferred Revenue, Leases, Net		$ 19,000
Area of Land | a		55,000
Subsequent Event [Member]
Royalty InterestPercentage	1.00%
Lessor, Operating Lease, Description	If lessee or any of its affiliates provides any consideration to obtain, enter into, option, extend or renew an interest in any minerals or mineral rights within Sandoval County, Bernalillo County, Santa Fe County or Valencia County in New Mexico at any time from September 2017 through September 2020, lessee shall pay the Company an amount equal to the amount of such consideration paid per acre multiplied by 54,793.24.

BENEFIT PLANS (Details Textual)

BENEFIT PLANS (Details Textual) - USD ($)	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Defined Benefit Plan Disclosure [Line Items]
Share-based Compensation, Total	$ 28,000	$ 18,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total	274,000
Pension Benefit Plan Accelerated Funding	4,535,000
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent	157,000	225,000
Defined Benefit Plan, Plan Assets, Contributions by Employer	$ 0	$ (563,000)
Stock Issued During Period, Shares, Restricted Stock Award, Forfeited	29,200
Pledged Assets, Not Separately Reported, Real Estate	$ 7,874,000
Non employee Individual of Board of Directors [Member]
Defined Benefit Plan Disclosure [Line Items]
Share-based Compensation, Total	20,000
Scenario, Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Share-based Compensation, Total	28,000
Equity Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Share-based Compensation, Total	$ 18,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	8,750
Two Thousand Six Equity Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	55,200

INCOME TAXES (Details Textual)

INCOME TAXES (Details Textual) - USD ($)	3 Months Ended	12 Months Ended
	Jul. 31, 2018	Dec. 31, 2018	Apr. 30, 2018
Income Tax Disclosure [Line Items]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	21.00%	21.00%	29.70%
Unrecognized Tax Benefits	$ 58,000		$ 58,000

INFORMATION ABOUT THE COMPANY40

INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS (Details) - USD ($) $ in Thousands		3 Months Ended
		Jul. 31, 2018	Jul. 31, 2017	Apr. 30, 2018
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1]	$ 11,715	$ 11,326
Net income (loss)	[1]	61	1,448
Provision (benefit) for income taxes	[1]	(52)	766
Interest expense (income), net	[2]	5	13
Depreciation and amortization		291	321
EBITDA	[3]	305	2,548
Capital expenditures		34	10
Total assets		106,719	105,808	$ 105,865
Real Estate
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1]	4,239	2,747
Net income (loss)	[1]	(511)	180
Provision (benefit) for income taxes	[1]	(180)	134
Interest expense (income), net	[2]	585	524
Depreciation and amortization		25	18
EBITDA	[3]	(81)	856
Capital expenditures		0	0
Total assets		74,336	75,387
Fulfillment Services [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1],[4]	7,445	8,561
Net income (loss)	[1],[4]	195	1,040
Provision (benefit) for income taxes	[1],[4]	55	536
Interest expense (income), net	[2],[4]	291	303
Depreciation and amortization	[4]	266	303
EBITDA	[3],[4]	807	2,182
Capital expenditures	[4]	34	10
Total assets	[4]	18,595	26,485
Corporate and Other [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1]	31	18
Net income (loss)	[1]	377	228
Provision (benefit) for income taxes	[1]	73	96
Interest expense (income), net	[2]	(871)	(814)
Depreciation and amortization		0	0
EBITDA	[3]	(421)	(490)
Capital expenditures		0	0
Total assets		$ 13,788	$ 3,936
[1]	Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.
[2]	Interest expense (income), net includes inter-segment interest expense (income) that is eliminated in consolidation.
[3]	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.
[4]	Fulfillment services revenues and EBITDA for the three months ended July 31, 2017 included a pre-tax gain of $1,318,000 resulting from the settlement agreement with the State of Florida (see Note 7).

INFORMATION ABOUT THE COMPANY41

INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS (Details 1) - USD ($)		3 Months Ended
		Jul. 31, 2018	Jul. 31, 2017
Revenues	[1]	$ 11,715,000	$ 11,326,000
Fulfillment Revenue Segment [Member]
Revenues		7,445,000	7,243,000
Real Estate Revenue Segment [Member]
Revenues		4,181,000	2,677,000
Corporate and Other [Member]
Revenues	[1]	31,000	18,000
Subscription Services [Member] | Fulfillment Revenue Segment [Member]
Revenues		4,389,000	4,260,000
Membership Fulfillment [Member] | Fulfillment Revenue Segment [Member]
Revenues		1,931,000	1,837,000
Contact Center [Member] | Fulfillment Revenue Segment [Member]
Revenues		976,000	947,000
Other Revenues [Member] | Fulfillment Revenue Segment [Member]
Revenues		149,000	199,000
Developed Land Sales [Member] | Real Estate Revenue Segment [Member]
Revenues		0	0
Residential land sales [Member] | Real Estate Revenue Segment [Member]
Revenues		4,181,000	2,677,000
Commercial land sales [Member] | Real Estate Revenue Segment [Member]
Revenues		0	0
Undeveloped land sales [Member] | Real Estate Revenue Segment [Member]
Revenues		$ 0	$ 0
[1]	Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

INFORMATION ABOUT THE COMPANY42

INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Segment Reporting Information [Line Items]
Pre Tax Gain Included Other Revenues	$ 0	$ 1,318