Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | |||
Apr. 30, 2023 | Apr. 30, 2022 | Jul. 10, 2023 | Oct. 31, 2022 | |
Document And Entity Information | ||||
Document Type | 10-K | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Entity File Number | 1-4702 | |||
Amendment Flag | false | |||
Document Period End Date | Apr. 30, 2023 | |||
Document Fiscal Year Focus | 2023 | |||
Document Fiscal Period Focus | FY | |||
Entity Registrant Name | AMREP CORP. | |||
Entity Incorporation, State or Country Code | OK | |||
Entity Tax Identification Number | 59-0936128 | |||
Entity Central Index Key | 0000006207 | |||
Entity Address, Address Line One | 850 West Chester Pike, Suite 205 | |||
Entity Address, City or Town | Havertown | |||
Entity Address, State or Province | PA | |||
Entity Address, Postal Zip Code | 19083 | |||
City Area Code | 610 | |||
Local Phone Number | 487-0905 | |||
Current Fiscal Year End Date | --04-30 | |||
Entity Current Reporting Status | Yes | |||
Entity Interactive Data Current | Yes | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
Entity Shell Company | false | |||
Entity Common Stock, Shares Outstanding | 5,254,909 | |||
Title of 12(b) Security | Common Stock $0.10 par value | |||
Trading Symbol | AXR | |||
Security Exchange Name | NYSE | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Voluntary Filers | No | |||
Entity Public Float | $ 46,091,272 | |||
Document Financial Statement Error Correction [Flag] | false | |||
Auditor Name | Baker Tilly US, LLP | Marcum LLP | ||
Auditor Firm ID | 23 | 688 | ||
Auditor Location | Philadelphia, Pennsylvania | Philadelphia, Pennsylvania |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Apr. 30, 2023 | Apr. 30, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 19,993 | $ 15,721 |
Real estate inventory | 65,625 | 67,249 |
Investment assets, net | 13,747 | 9,017 |
Other assets | 3,249 | 1,882 |
Income taxes receivable | 41 | |
Deferred income taxes, net | 12,493 | 958 |
Prepaid pension costs | 747 | 90 |
TOTAL ASSETS | 115,895 | 94,917 |
LIABILITIES: | ||
Accounts payable and accrued expenses | 4,851 | 6,077 |
Notes payable | 44 | 2,030 |
Income taxes payable | 3,648 | |
TOTAL LIABILITIES | 4,895 | 11,755 |
SHAREHOLDERS' EQUITY: | ||
Common stock, $.10 par value; shares authorized - 20,000,000; shares issued - 5,254,909 at April 30, 2023 and 5,240,309 at April 30, 2022 | 526 | 524 |
Capital contributed in excess of par value | 32,686 | 32,383 |
Retained earnings | 76,618 | 54,828 |
Accumulated other comprehensive income (loss), net | 1,170 | (4,573) |
TOTAL SHAREHOLDERS' EQUITY | 111,000 | 83,162 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 115,895 | $ 94,917 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Apr. 30, 2023 | Apr. 30, 2022 |
CONSOLIDATED BALANCE SHEETS | ||
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 | 5,254,909 | 5,240,309 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
REVENUES: | ||
Total revenues | $ 48,676,000 | $ 58,926,000 |
COSTS AND EXPENSES: | ||
General and administrative expenses Operations | 5,472,000 | 5,354,000 |
Pension settlement | 7,597,000 | |
Total costs and expenses | 42,846,000 | 37,623,000 |
Operating income | 5,830,000 | 21,303,000 |
Interest income , net | 8,000 | 2,000 |
Other income | 1,803,000 | 261,000 |
Income before income taxes | 7,641,000 | 21,566,000 |
(Benefit) provision for income taxes | (14,149,000) | 5,704,000 |
Net income | $ 21,790,000 | $ 15,862,000 |
Basic earnings per share | $ 4.13 | $ 2.21 |
Diluted earnings per share | $ 4.11 | $ 2.21 |
Weighted average number of common shares outstanding - basic | 5,282 | 7,170 |
Weighted average number of common shares outstanding - diluted | 5,307 | 7,193 |
Land sale | ||
REVENUES: | ||
Total revenues | $ 30,659,000 | $ 36,200,000 |
COSTS AND EXPENSES: | ||
Cost of revenues | 17,379,000 | 17,645,000 |
Home sale | ||
REVENUES: | ||
Total revenues | 16,691,000 | 13,565,000 |
COSTS AND EXPENSES: | ||
Cost of revenues | 12,037,000 | 10,237,000 |
Building sales and other | ||
REVENUES: | ||
Total revenues | 1,326,000 | 9,161,000 |
COSTS AND EXPENSES: | ||
Cost of revenues | $ 361,000 | $ 4,387,000 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||
Net income | $ 21,790,000 | $ 15,862,000 |
Other comprehensive income, net of tax: | ||
Pension settlement | 7,597,000 | |
Income tax effect | (2,354,000) | |
Pension settlement, net of tax | 5,243,000 | |
Decrease in pension liability | 615,000 | 75,000 |
Income tax effect | (115,000) | (25,000) |
Decrease in pension liability, net of tax | 500,000 | 50,000 |
Other comprehensive income | 5,743,000 | 50,000 |
Total comprehensive income | $ 27,533,000 | $ 15,912,000 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Common Stock | Capital Contributed in Excess of Par Value | Retained Earnings | Accumulated Other Comprehensive Loss | Total |
Balance at Apr. 30, 2021 | $ 730,000 | $ 45,072,000 | $ 47,710,000 | $ (4,623,000) | $ 88,889,000 |
Balance (in shares) at Apr. 30, 2021 | 7,323 | ||||
Reclassification of common stock settled from deferred common share units | $ 2,000 | (2,000) | 0 | 0 | 0 |
Reclassification of common stock settled from deferred common share units (in shares) | 0 | ||||
Repurchase of common stock | $ (209,000) | (12,951,000) | (8,744,000) | 0 | (21,904,000) |
Repurchase of common stock (in shares) | 2,096 | ||||
Issuance of option to purchase common stock | $ 0 | (25,000) | 0 | 0 | (25,000) |
Issuance of option to purchase common stock (in shares) | 0 | ||||
Issuance of deferred common share units | $ 0 | 90,000 | 0 | 0 | 90,000 |
Issuance of deferred common share units (in shares) | 0 | ||||
Issuance of restricted common stock | $ 1,000 | 149,000 | 0 | 0 | 150,000 |
Issuance of restricted common stock (in shares) | 13 | ||||
Net income | $ 0 | 0 | 15,862,000 | 0 | 15,862,000 |
Other comprehensive income | 0 | 0 | 0 | 50,000 | 50,000 |
Balance at Apr. 30, 2022 | $ 524,000 | 32,383,000 | 54,828,000 | (4,573,000) | 83,162,000 |
Balance (in shares) at Apr. 30, 2022 | 5,240 | ||||
Reclassification of common stock settled from deferred common share units (in shares) | 0 | ||||
Compensation related to issuance of option to purchase common stock | $ 0 | 51,000 | 0 | 0 | 51,000 |
Issuance of deferred common share units | $ 0 | 90,000 | 0 | 0 | 90,000 |
Issuance of deferred common share units (in shares) | 0 | ||||
Issuance of restricted common stock | $ 2,000 | 162,000 | 0 | 0 | 164,000 |
Issuance of restricted common stock (in shares) | 15 | ||||
Net income | $ 0 | 0 | 21,790,000 | 0 | 21,790,000 |
Other comprehensive income | 0 | 0 | 0 | 5,743,000 | 5,743,000 |
Balance at Apr. 30, 2023 | $ 526,000 | $ 32,686,000 | $ 76,618,000 | $ 1,170,000 | $ 111,000,000 |
Balance (in shares) at Apr. 30, 2023 | 5,255 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 21,790 | $ 15,862 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 63 | 225 |
Amortization of debt issuance costs | 0 | 84 |
Non-cash credits and charges: | ||
Stock-based compensation | 238 | 217 |
Deferred income tax provision | (13,762) | 1,766 |
Net periodic pension cost | (283) | (490) |
Pension settlement | 7,597 | 0 |
Gain on debt forgiveness | 0 | (45) |
Changes in assets and liabilities: | ||
Real estate inventory and investment assets | (3,122) | (7,295) |
Other assets | (1,191) | 113 |
Accounts payable and accrued expenses | (1,251) | 1,486 |
Taxes (receivable) payable, net | (3,690) | 3,553 |
Net cash provided by operating activities | 6,389 | 15,476 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from corporate-owned life insurance policy | 0 | 92 |
Capital expenditures of property and equipment | (131) | (1,287) |
Net cash used in investing activities | (131) | (1,195) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from debt financing | 50 | 6,857 |
Principal debt payments | (2,036) | (8,264) |
Payments for debt issuance costs | 0 | (50) |
Repurchase of common stock | 0 | (21,904) |
Net cash used in financing activities | (1,986) | (23,361) |
Increase (decrease) in cash and cash equivalents | 4,272 | (9,080) |
Cash and cash equivalents, beginning of year | 15,721 | 24,801 |
Cash and cash equivalents, end of year | 19,993 | 15,721 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Income taxes refunded, net | 134 | 3 |
Interest paid | $ 57 | $ 203 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES | 12 Months Ended |
Apr. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES | (1) SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES Organization and principles of consolidation The consolidated financial statements include the accounts of AMREP Corporation, an Oklahoma corporation, and its subsidiaries (collectively, the “Company”). The Company, through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated balance sheets are presented in an unclassified format since the Company has substantial operations in the real estate industry and its operating cycle is greater than one year. Certain 2022 balances in these financial statements have been reclassified to conform to the current year presentation with no effect on the net income or shareholders’ equity. To better align with industry practice, the Company reclassified public improvement district reimbursements, private infrastructure covenant reimbursements and a portion of miscellaneous other revenues representing payment for impact fee credits within building sales and other revenues for 2022 as a reduction to land sale cost of revenues in these financial statements to conform to the current year presentation with no effect on net income or shareholders’ equity. Fiscal year The Company’s fiscal year ends on April 30. All references to 2023 and 2022 mean the fiscal years ended April 30, 2023 and 2022, unless the context otherwise indicates. Revenue recognition The Company accounts for land sale revenues, home sale revenues and building sales and other revenues in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) Land sale revenues Land sale cost of revenues, net includes all direct acquisition costs and other costs specifically identified with the property, including pre-acquisition costs and capitalized real estate taxes and interest, and an allocation of certain common development costs associated with the entire project. Common development costs include the installation of utilities and roads, and may be based upon estimates of cost to complete. The allocation of costs is based on the estimated relative sales value of the individual parcels of land being sold to the total expected sales value for the unsold parcels of land in the applicable portion of the subdivision. Estimates and cost allocations are reviewed on a regular basis until a project is substantially completed, and are revised and reallocated as necessary on the basis of current estimates. Amounts received from public improvement districts, private infrastructure covenants and payments for impact fee credits reduce the amount of land sale cost of revenues. Home sale revenues Forfeited customer deposits for homes are recognized in home sale revenues in the period in which the Company determines that the customer will not complete the purchase of the home and the Company has the right to retain the deposit. In order to promote sales of homes, the Company may offer homebuyers sales incentives. These incentives vary by type and amount on a community-by-community and home-by-home basis. Incentives are reflected as a reduction in home sale revenues. Home construction and related costs are capitalized as incurred within real estate inventory under the specific identification method on the balance sheet and are charged to home sale cost of revenues on the consolidated statement of operations when the related home is sold. The Company offers homeowners a comprehensive third-party warranty on each home. Homes are generally covered by a ten-year warranty for qualified and defined structural defects, one year for defects and products used and two years for electrical, plumbing, heating, ventilation and air conditioning parts and labor. Estimates of the Company’s exposure to warranty claims are included within accrued expenses at the time home sale revenues are recognized Building sales and other revenues Sales of buildings consist of building sales in New Mexico and Florida. Revenues from these building sales are recognized when the parties are bound by the terms of a contract, consideration has been exchanged, title and other attributes of ownership have been conveyed to the buyer by means of a closing and the Company is not obligated to perform further significant development of the specific property sold. In general, the Company’s performance obligation for each of these building sales is fulfilled upon the delivery of the property, which generally coincides with the receipt of cash consideration from the counterparty. Building sales and other cost of revenues includes all direct acquisition costs and other costs specifically identified with the property, including pre-acquisition and acquisition costs, if applicable, closing and selling costs and construction costs. Oil and gas royalties are recognized at the time of receipt of cash by the Company as such amounts are unknown with any degree of certainty prior to receipt. Landscaping revenues consist of landscaping services, generally servicing homebuilders and homeowners’ associations, provided by the Company. Miscellaneous other revenues primarily include extension fees for purchase contracts and rental payments and additional rent from tenants pursuant to leases with respect to property or buildings of the Company. Base rental payments are recognized as revenue monthly over the term of the lease. Additional rent related to the reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses is recognized as revenue in the period the expenses are incurred. Cash and cash equivalents Cash equivalents consist of highly liquid investments that have an original maturity of ninety days or less when purchased and are readily convertible into cash. Restricted cash consists of cash deposits with a bank that are restricted due to subdivision improvement agreements with a governmental authority. The Company did not have any restricted cash as of April 30, 2023 or April 30, 2022. Long-lived assets Long-lived assets consist of real estate inventory and investment assets and are accounted for in accordance with Accounting Standards Codification (“ASC”) 360-10. A substantial majority of the Company's real estate assets are located in Rio Rancho, New Mexico ("Rio Rancho") and certain adjoining areas of Sandoval County, New Mexico. As a result of this geographic concentration, the Company has been and will be affected by changes in economic conditions in that region. Real estate inventory : Real estate inventory includes land and improvements on land held for development or sale. The cost basis of the land and improvements includes all direct acquisition costs including development costs, certain amenities, capitalized interest, capitalized real estate taxes and other costs. Interest and real estate taxes are not capitalized unless active development is underway. Real estate inventory held for development or sale is stated at accumulated cost and is evaluated and reviewed for impairment when events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Investment assets, net : Investment assets, net consist of (i) land held for long-term investment, which represents property located in areas that are not planned to be developed in the near term and that has not been offered for sale in the normal course of business, and (ii) owned real estate leased or intended to be leased, which represents homes and buildings leased or intended to be leased to third parties. Investment assets are stated at the lower of cost or net realizable value. Depreciation of investment assets (other than land) is provided principally by the straight-line method at various rates calculated to amortize the book values of the respective assets over their estimated useful lives, which generally are 10 to 40 years for buildings and improvements. Land is not subject to depreciation. Impairment of long-lived assets : Long-lived assets are evaluated and tested for impairment when events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Asset impairment tests are based upon the intended use of assets, expected future cash flows and estimates of fair value of assets. The evaluation of long-lived assets includes an estimate of future cash flows on an undiscounted basis using estimated revenue streams, operating margins and general and administrative expenses. The estimation process involved in determining if assets have been impaired and in the determination of estimated future cash flows is inherently uncertain because it requires estimates of future revenues and costs, as well as future events and conditions. If the excess of undiscounted cash flows over the carrying value of a project is small, there is a greater risk of future impairment and any resulting impairment charges could be material. Due to the subjective nature of the estimates and assumptions used in determining future cash flows, actual results could differ materially from current estimates and the Company may be required to recognize impairment charges in the future. Leases Right-of-use assets and lease liabilities are recorded on the balance sheet for all leases with an initial term over one year. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Right-of-use assets are classified within other assets and the corresponding lease liability is included in accounts payable and accrued expenses in the balance sheet. Share-based compensation The Company accounts for awards of restricted stock, stock options and deferred stock units in accordance with ASC 718-10, which requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period). Compensation expense for awards of restricted stock, stock options and deferred stock units are based on the fair value of the awards at their grant dates. To estimate the grant-date fair value of stock options, the Company uses the Black-Scholes option-pricing model. The Black-Scholes model estimates the per share fair value of an option on its date of grant based on the following: the option’s exercise price; the price of the underlying stock on the date of grant; the estimated dividend yield; a “risk-free” interest rate; the estimated option term; and the expected volatility. For the “risk-free” interest rate, the Company uses a U.S. Treasury bond due in a number of years equal to the option’s expected term. To estimate expected volatility, the Company analyzes the historic volatility of the Company’s common stock. Income taxes Deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities, and are measured by using currently enacted tax rates expected to apply to taxable income in the years in which those differences are expected to reverse. The Company provides a valuation allowance against deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. Earnings per share Basic earnings per share is based on the weighted average number of common shares outstanding during each year. Unvested restricted shares of common stock are not included in the computation of basic earnings per share, as they are considered contingently returnable shares. Unvested restricted shares of common stock are included in diluted earnings per share if they are dilutive. Deferred stock units are included in both basic and diluted earnings per share computations. Stock options are not included in the computation of basic earnings per share. Stock options are included in diluted earnings per share if they are not anti-dilutive and are in-the-money. Pension plan The Company recognizes the over-funded or under-funded status of its defined benefit pension plan as an asset or liability as of the date of the plan’s year-end statement of financial position and recognizes changes in that funded status in the year in which the changes occur through comprehensive income. Comprehensive income Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Total comprehensive income is the total of net income or loss and other comprehensive income or loss that, for the Company, consists of the minimum pension liability net of the related deferred income tax effect. Management’s estimates and assumptions The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant judgments and estimates that affect the financial statements include, but are not limited to, (i) land sale cost of revenues, net calculations, which are based on land development budgets and estimates of costs to complete; (ii) cash flows, asset groupings and valuation assumptions in performing asset impairment tests of long-lived assets and assets held for sale; (iii) actuarially determined benefit obligations and other pension plan accounting and disclosures; (iv) risk assessment of uncertain tax positions; and (v) the determination of the recoverability of net deferred tax assets. The Company bases its significant estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Actual results could differ from these estimates. Recent accounting pronouncements There are no new accounting standards or updates to be adopted that the Company currently believes might have a significant impact on its consolidated financial statements. |
REAL ESTATE INVENTORY
REAL ESTATE INVENTORY | 12 Months Ended |
Apr. 30, 2023 | |
REAL ESTATE INVENTORY | |
REAL ESTATE INVENTORY | (2) REAL ESTATE INVENTORY Real estate inventory consists of (in thousands): April 30, 2023 2022 Land inventory in New Mexico $ 59,361 $ 59,374 Land inventory in Colorado 3,445 3,434 Homebuilding model inventory 1,171 1,135 Homebuilding construction in process 1,648 3,306 Total $ 65,625 $ 67,249 Land inventory in New Mexico represents land and improvements on land in New Mexico held for development or sale. Land inventory in Colorado represents an approximately 160 acre property in Brighton, Colorado. Homebuilding model inventory represents costs for residential homes that are completed and ready for sale. Homebuilding construction in process represents costs for residential homes being built. Interest and loan costs of $57,000 and real estate taxes of $79,000 were capitalized in real estate inventory for the year ending April 30, 2023. Interest and loan costs of $224,000 and real estate taxes of $28,000 were capitalized in real estate inventory for the year ending April 30, 2022. |
INVESTMENT ASSETS, NET
INVESTMENT ASSETS, NET | 12 Months Ended |
Apr. 30, 2023 | |
INVESTMENT ASSETS, NET | |
INVESTMENT ASSETS | (3) INVESTMENT ASSETS, NET Investment assets, net consist of (in thousands): April 30, 2023 2022 Land held for long-term investment $ 8,961 $ 9,017 Owned real estate leased or intended to be leased 4,802 — Less accumulated depreciation (16) — Owned real estate leased or intended to be leased, net 4,786 — Total $ 13,747 $ 9,017 As of April 30, 2023, eight homes are leased to residential tenants and two buildings under construction have been leased to commercial tenants. Depreciation associated with owned real estate leased or intended to be leased was $16,000 for 2023; there was no such depreciation in 2022. |
OTHER ASSETS
OTHER ASSETS | 12 Months Ended |
Apr. 30, 2023 | |
OTHER ASSETS. | |
OTHER ASSETS | (4) OTHER ASSETS Other assets consist of (in thousands): April 30, 2023 2022 Prepaid expenses $ 1,536 $ 366 Miscellaneous assets 362 249 Property 1,251 1,247 Equipment 366 240 Less accumulated depreciation of property and equipment (266) (220) Property and equipment, net 1,351 1,267 Total $ 3,249 $ 1,882 Prepaid expenses as of April 30, 2023 primarily consist of a land development cash collateralized performance guaranty, stock compensation, insurance and corporate income 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 $25,000 and $70,000 for 2023 and 2022. In 2022, the Company acquired a 7,000 square foot office building in Rio Rancho from which its real estate business now operates. Depreciation expense associated with property and equipment was $46,000 and $24,000 for 2023 and 2022. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Apr. 30, 2023 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | (5) ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of (in thousands): April 30, 2023 2022 Land development and homebuilding operations Accrued expenses $ 1,028 $ 1,238 Trade payables 1,870 3,026 Customer deposits 1,319 1,357 4,217 5,621 Corporate operations 634 456 Total $ 4,851 $ 6,077 |
NOTES PAYABLE
NOTES PAYABLE | 12 Months Ended |
Apr. 30, 2023 | |
NOTES PAYABLE | |
NOTES PAYABLE | (6) NOTES PAYABLE The following tables present information on the Company’s notes payable in effect as of April 30, 2023 (dollars in thousands): Principal Amount Available for Outstanding (data as of April 30) New Borrowings Principal Amount Loan Identifier Lender 2023 2023 2022 Revolving Line of Credit BOKF $ 4,177 $ — $ — La Mirada BOKF — — 2,030 Equipment Financing DC — 44 — Total $ 4,177 $ 44 $ 2,030 (data as of April 30, 2023) Mortgaged Property Loan Identifier Interest Rate Book Value Scheduled Maturity Revolving Line of Credit 8.03 % $ 1,721 August 2025 La Mirada 8.03 % 8,210 June 2024 Equipment Financing 2.35 % 43 June 2028 (data for year ended April 30) Principal Repayments Capitalized Interest and Fees Loan Identifier 2023 2022 2023 2022 Revolving Line of Credit $ — $ — $ — $ — La Mirada 2,030 3,468 57 193 Equipment Financing 7 — — — Total $ 2,037 $ 3,468 $ 57 $ 193 As of April 30, 2023, the Company and each of its subsidiaries were in compliance with the financial covenants contained in the loan documentation for the then outstanding notes payable. Additional information regarding each of the above notes payable is provided below. · Revolving Line of Credit ASW 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, including ASW and its subsidiaries having at least $3.0 million of unencumbered and unrestricted cash, cash equivalents and marketable securities in order to be entitled to advances under the loan. The loan documentation contains customary events of default for similar financing transactions, including: ASW’s failure to make principal, interest or other payments when due; the failure of ASW to observe or perform its covenants under the loan documentation; the representations and warranties of ASW being false; the insolvency or bankruptcy of ASW; and the failure of ASW to maintain a net worth of at least $32 million. Upon the occurrence and during the continuance of an event of default, BOKF may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. ASW incurred customary costs and expenses and paid certain fees to BOKF in connection with the loan. ● La Mirada . In June 2021, Wymont LLC (“Wymont”), a subsidiary of the Company, acquired a 15 -acre property in Albuquerque, New Mexico comprising the La Mirada subdivision. In June 2021, Wymont entered into a Development Loan Agreement with BOKF. The Development Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory Note and is secured by a Mortgage, Security Agreement and Financing Statement, between Wymont and BOKF, with respect to the acquired property. Pursuant to a Guaranty Agreement entered into by ASW in favor of BOKF, ASW guaranteed Wymont’s obligations under each of the above agreements. BOKF has agreed to lend up to $7,375,000 to Wymont on a non-revolving line of credit basis to partially fund the acquisition and development of the acquired property. The outstanding principal amount of the loan may be prepaid at any time without penalty. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to the London Interbank Offered Rate for a thirty-day interest period plus a spread of 3.0 %, adjusted monthly, subject to a minimum interest rate of 3.75 %. Generally, BOKF is required to release the lien of its mortgage on any commercial lot within the acquired property upon Wymont making a principal payment equal to the net sales proceeds with respect to the sale of such lot. BOKF is required to release the lien of its mortgage on any residential lot within the acquired property upon Wymont making a principal payment equal to $60,600 per such released lot. Wymont and ASW made certain representations and warranties in connection with this loan and are required to comply with various covenants, reporting requirements and other customary requirements for similar loans. The loan documentation contains customary events of default for similar financing transactions, including: Wymont’s failure to make principal, interest or other payments when due; the failure of Wymont or ASW to observe or perform their respective covenants under the loan documentation; the representations and warranties of Wymont or ASW being false; the insolvency or bankruptcy of Wymont or ASW; and the failure of ASW to maintain a net worth of at least $32 million. Upon the occurrence and during the continuance of an event of default, BOKF may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. Wymont incurred customary costs and expenses and paid certain fees to BOKF in connection with the loan. ● 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 loan is secured by a security interest in 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. ASW guaranteed Rioscapes’s obligations under the loan. The principal is payable monthly based on a 72-month amortization and the outstanding principal amount of the loan may be prepaid at any time without 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 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 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. ● Letter of Credit and Loan Reserves . As of April 30, 2023, the Company had (a) a letter of credit outstanding under its Revolving Line of Credit in the principal amount of $1,323,000 in favor of a municipality guarantying the completion of improvements in a subdivision being constructed by the Company and (b) $250,000 reserved under its Revolving Line of Credit for credit card usage. As of April 30, 2023, 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 April 30, 2023 (in thousands): Fiscal Year Scheduled Payments 2024 $ 8 2025 8 2026 8 Thereafter 20 Total $ 44 The following table presents information on the Company’s notes payable in effect during 2023 or 2022 and terminated prior to April 30, 2023 (in thousands): Original Outstanding Maximum Principal Amount Available April 30, Loan Identifier Lender Principal Amount 2023 2022 Lomas Encantadas U2B P3 BOKF $ 2,400 $ — $ 410 Hawk Site U37 SLFCU 3,000 — — Hawk Site U23 U40 BOKF 2,700 — 30 Lavender Fields – acquisition Seller 1,838 — 1,749 Lavender Fields – development BOKF 3,750 — 1,293 Additional information regarding each of the above terminated notes payable is provided below: ● Lomas Encantadas U2B P3 . In September 2020, Lomas Encantadas Development Company LLC (“LEDC”), a subsidiary of the Company, entered into a Development Loan Agreement with BOKF. The Development Loan Agreement was evidenced by a Non-Revolving Line of Credit Promissory Note and was secured by a Mortgage, Security Agreement and Financing Statement, between LEDC and BOKF with respect to certain planned residential lots within the Lomas Encantadas subdivision located in Rio Rancho. The loan was scheduled to mature in September 2023.The outstanding principal amount of the loan was prepaid without penalty and the loan was terminated in January 2022. ● Hawk Site U37 . In February 2020, Mountain Hawk East Development Company LLC (“MHEDC”), a subsidiary of the Company, entered into a Business Loan Agreement with Sandia Laboratory Federal Credit Union (“SLFCU”). The Business Loan Agreement was evidenced by a Promissory Note, and was secured by a Line of Credit Mortgage, between MHEDC and SLFCU, with respect to certain planned residential lots within the Hawk Site subdivision located in Rio Rancho. The loan was scheduled to mature in August 2022. The outstanding principal amount of the loan was prepaid without penalty and the loan was terminated in October 2021. ● Hawk Site U23 U40 . In January 2021, Mountain Hawk West Development Company LLC (“MHWDC”), a subsidiary of the Company, entered into a Development Loan Agreement with BOKF. The Development Loan Agreement was evidenced by a Non-Revolving Line of Credit Promissory Note and was secured by a Mortgage, Security Agreement and Financing Statement, between MHWDC and BOKF, with respect to certain planned residential lots within the Hawk Site subdivision located in Rio Rancho. The loan was scheduled to mature in July 2023.The outstanding principal amount of the loan was prepaid without penalty and the loan was terminated in April 2022. ● Lavender Fields . In June 2020, Lavender Fields, LLC (“LF”), a subsidiary of the Company, acquired 28 acres in Bernalillo County, New Mexico comprising the Meso AM subdivision, which has been developed into 82 finished residential lots. o Acquisition . The acquisition included $1,838,000 of deferred purchase price, of which $919,000 was payable on or before June 2021 and $919,000 was payable on or before June 2022. The deferred purchase price was evidenced by a non-interest bearing Promissory Note and was secured by a Mortgage, Security Agreement and Fixture Filing with respect to the acquired property. In May 2021, LF and the holder of the promissory note evidencing the deferred purchase price agreed to reduce the deferred purchase price by $45,000 and the remaining outstanding deferred purchase price of $1,704,000 was fully paid by LF. o Development . In June 2020, LF entered into a Development Loan Agreement with BOKF. The Development Loan Agreement was evidenced by a Non-Revolving Line of Credit Promissory Note and was secured by a Mortgage, Security Agreement and Financing Statement, between LF and BOKF with respect to the acquired property. The loan was scheduled to mature in June 2024. The outstanding principal amount of the loan was prepaid without penalty and the loan was terminated in April 2022. |
REVENUES
REVENUES | 12 Months Ended |
Apr. 30, 2023 | |
REVENUES | |
REVENUES | (7) REVENUES Land sale revenues Home sale revenues Building sales and other revenues Year Ended April 30, 2023 2022 Sales of buildings $ — $ 8,439 Oil and gas royalties 146 276 Landscaping revenues 585 — Miscellaneous other revenues 595 446 Total $ 1,326 $ 9,161 Sales of buildings during 2022 consist of revenues from the sale of a 4,338 square foot, single tenant retail building in the La Mirada subdivision and from the sale of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida. In January 2023, the Company sold certain minerals and mineral rights in and under approximately 147 surface acres of land in Brighton, Colorado that were leased to a third party. The Company owns certain minerals and mineral rights in and under approximately 55,000 surface acres of land in Sandoval County, New Mexico. Landscaping revenues consist of landscaping services, generally servicing homebuilders and homeowners’ associations, provided by the Company. Miscellaneous other revenues for 2023 primarily consist of extension fees for purchase contracts, forfeited deposits and residential rental revenues. Miscellaneous other revenues for 2022 primarily consist of rent received from a tenant at a building in Palm Coast, Florida and tenants at a shopping center in Albuquerque, New Mexico, a non-refundable option payment and proceeds from the sale of equipment. Major customers |
COST OF REVENUES
COST OF REVENUES | 12 Months Ended |
Apr. 30, 2023 | |
COST OF REVENUES | |
COST OF REVENUES | (8) COST OF REVENUES Land sale cost of revenues, net consist of (in thousands): Year Ended April 30, 2023 2022 Land sale cost of revenues $ 22,477 $ 21,198 Less: Public improvement district reimbursements (759) (558) Private infrastructure covenant reimbursements (626) (184) Payments for impact fee credits (3,713) (2,811) Land sale cost of revenues, net $ 17,379 $ 17,645 Land sale cost of revenues, net includes all direct acquisition costs and other costs specifically identified with the property and an allocation of certain common development costs associated with the entire project. Amounts received from public improvement districts, private infrastructure covenants and payments for impact fee credits reduce the amount of land sale cost of revenues. A portion of the Lomas Encantadas subdivision and a portion of the Enchanted Hills subdivision in Rio Rancho are subject to a public improvement district. The public improvement district reimburses the Company for certain on-site and off-site costs of developing the subdivisions by imposing a special levy on the real property owners within the district. The Company has accepted discounted prepayments of amounts due under the public improvement district. The Company instituted private infrastructure reimbursement covenants on various land development projects. Similar to a public improvement district, the covenants are expected to reimburse the Company for certain on-site and off-site costs of developing the subject property by imposing a special levy on the real property owners subject to the covenants. The Company has accepted discounted prepayments of amounts due under the private infrastructure reimbursement covenants. Impact fees are charges or assessments payable by homebuilders to local governing authorities in order to generate revenue for funding or recouping the costs of capital improvements or facility expansions necessitated by and attributable to the new development. The Company receives credits, allowances and offsets applicable to impact fees in connection with certain off-site costs incurred by the Company in developing subdivisions, which the Company generally sells to homebuilders. Home sale cost of revenues includes costs for residential homes that were sold. Building sales and other cost of revenues for 2023 consist of expenses associated with the cost of goods sold for landscaping services. Building sales and other cost of revenues for 2022 consist of expenses associated with the sale of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida and the sale of a 4,338 square foot, single tenant retail building in the La Mirada subdivision. |
GENERAL AND ADMINISTRATIVE EXPE
GENERAL AND ADMINISTRATIVE EXPENSES | 12 Months Ended |
Apr. 30, 2023 | |
GENERAL AND ADMINISTRATIVE EXPENSES | |
GENERAL AND ADMINISTRATIVE EXPENSES | (9) GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses consist of (in thousands): Year Ended April 30, 2023 2022 Land development $ 2,843 $ 3,258 Homebuilding 1,016 878 Corporate 1,613 1,218 Total $ 5,472 $ 5,354 Pension settlement $ 7,597 $ — |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Apr. 30, 2023 | |
FAIR VALUE MEASUREMENTS | |
FAIR VALUE MEASUREMENTS | (10) FAIR VALUE MEASUREMENTS The FASB’s accounting guidance defines fair value and establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The FASB’s guidance classifies the inputs to measure fair value into the following hierarchy: Level 1 Unadjusted quoted prices for identical assets or liabilities in active markets. Level 2 Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs for the asset or liability are unobservable and reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing the asset or liability. The fair value measurement level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques need to maximize the use of observable inputs and minimize the use of unobservable inputs. There were no transfers between Levels 1, 2 or 3 during 2023 or 2022. The Financial Instruments Topic of the FASB Accounting Standards Codification requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The Topic excludes all nonfinancial instruments from its disclosure requirements. Fair value is determined under the hierarchy discussed above. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following methods and assumptions are used in estimating fair value disclosure for financial instruments: the carrying amounts of cash and cash equivalents and trade payables approximate fair value because of the short maturity of these financial instruments; and debt that bears variable interest rates indexed to prime or LIBOR also approximates fair value as it reprices when market interest rates change. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Apr. 30, 2023 | |
BENEFIT PLANS | |
BENEFIT PLANS | (11) 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. Under generally accepted accounting principles, the Company’s defined benefit pension plan was overfunded as of April 30, 2023 by $747,000, with $1,030,000 of assets and $283,000 of liabilities and as of April 30, 2022 by $90,000, with $18,054,000 of assets and $17,964,000 of liabilities. The pension plan liabilities were determined using a weighted average discount interest rate of 4.51% per year as of April 30, 2023 and 3.97% per year as of April 30, 2022, which are based on the FTSE Pension Discount Curve as of such dates as it corresponds to the projected liability requirements of the pension plan. The Company funds the pension plan in compliance with IRS funding requirements. The pension plan is subject to minimum IRS contribution requirements, but these requirements can be satisfied by the use of the pension plan’s existing credit balance. No cash contributions to the pension plan were required or made during 2023 or 2022. Pension assets and liabilities are measured at fair value (measured in accordance with the guidance described in Note 10) and are subject to fair value adjustment in certain circumstances (for example, when there is evidence of impairment). There were no impairments resulting in a change in fair value during 2023 or 2022. The Company recognized a non-cash pre-tax pension settlement general and administrative expense of $7,597,000 during 2023 due to (a) the Company’s defined benefit pension plan paying certain lump sum payouts of pension benefits to former employees and (b) the transfer of nearly all remaining pension benefit liabilities to an insurance company through an annuity purchase. There were no such charges in 2022. Net periodic pension cost for 2023 and 2022 was comprised of the following components (in thousands): Year Ended April 30, 2023 2022 Interest cost on projected benefit obligation $ 603 $ 503 Expected return on assets (1,123) (1,535) Plan expenses 106 150 Recognized net actuarial loss 372 392 Net periodic pension cost $ (42) $ (490) Settlement 7,597 - Net periodic pension cost after settlement 7,555 (490) Assumptions used in determining net periodic pension cost and the pension benefit obligation were: Year Ended April 30, 2023 2022 Discount rate used to determine net periodic pension cost 3.97 % 2.48 % Discount rate used to determine pension benefit obligation N/A 3.97 % Expected long-term rate of return on assets used for pension cost on assets 7.75 % 7.75 % The expected return on assets for the pension plan is based on management’s expectation of long-term average rates of return to be achieved by the underlying investment portfolio. In establishing this assumption, management considers historical and expected returns for the asset classes in which the pension plan is invested, as well as current economic and market conditions. The actuarial gain of $1,667,000 for 2023 is a plan experience gain. The actuarial gain of $2,414,000 for 2022 consists of a gain from a change in discount rate gain of $2,360,000, other assumption losses of $76,000 and plan experience gains of $130,000. The following table sets forth changes in the pension plan’s benefit obligation and assets, and summarizes components of amounts recognized in the Company’s balance sheet (in thousands): April 30, 2023 2022 Change in benefit obligation: Benefit obligation at beginning of year $ 17,964 $ 21,578 Service cost 106 150 Interest cost 603 503 Actuarial gain (1,667) (2,414) Benefits paid (1,366) (1,853) Settlement (15,357) - Benefit obligation at end of year $ 283 $ 17,964 Change in plan assets: Fair value of plan assets at beginning of year $ 18,054 $ 21,102 Actual return on plan assets (103) (1,239) Company contributions — — Benefits paid (1,366) (1,703) Plan expenses (198) (106) Settlement (15,357) — Fair value of plan assets at end of year $ 1,030 $ 18,054 Overfunded status $ 747 $ 90 The funded status of the pension plan is equal to the net liability recognized in the balance sheets. The following table summarizes the amounts recorded in accumulated other comprehensive income (loss), which have not yet been recognized as a component of net periodic pension costs (in thousands): Year Ended April 30, 2023 2022 Pretax accumulated comprehensive income (loss) $ 138 $ (8,350) The following table summarizes the changes in accumulated other comprehensive income (loss) related to the pension plan for the years ended April 30, 2023 and 2022 (in thousands): Pension Benefits Pretax Net of Tax Accumulated comprehensive loss, May 1, 2021 $ 8,426 $ 4,623 Net actuarial gain 316 214 Amortization of net loss (392) (264) Accumulated comprehensive loss, April 30, 2022 $ 8,350 $ 4,573 Net actuarial loss (372) (302) Amortization of net loss (243) (198) Settlement (7,597) (5,243) Accumulated comprehensive income (loss), April 30, 2023 $ 138 $ (1,170) 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 income tax effect. The Company recorded, net of tax, other comprehensive income of $5,743,000 and $50,000 in 2023 and 2022 to account for the net effect of changes to the pension liability. The amount of benefit payments in future fiscal years to pension plan participants payable from plan assets is expected to be as follows: 2024 - $283,000. The asset allocation for the pension plan by asset category was as follows: April 30, 2023 2022 Equity securities — % 57 % Fixed income securities — 38 Cash and cash equivalents 100 5 Total 100 % 100 % As of April 30, 2023, the pension plan assets are held in cash and cash equivalents due to the amount of pension plan liabilities. The pension plan holds no securities of the Company. The Company has adopted the disclosure requirements in ASC 715, which requires additional fair value disclosures consistent with those required by ASC 820. The following is a description of the valuation methodologies used for pension plan assets measured at fair value: common stock – valued at the closing price reported on a listed stock exchange; corporate bonds, debentures and government agency securities – valued using pricing models, quoted prices of securities with similar characteristics or discounted cash flow; and U.S. Treasury securities – valued at the closing price reported in the active market in which the security is traded. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table sets forth by level within the fair value hierarchy the pension plan’s assets at fair value as of April 30, 2023 and 2022 (in thousands): 2023 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 1,030 $ 1,030 $ — $ — Total assets at fair value $ 1,030 $ 1,030 $ — $ — 2022 : Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 791 $ 791 $ — $ — Investments at fair value: Equity securities 10,348 10,348 — — Fixed income securities 6,915 6,915 — — Total assets at fair value $ 18,054 $ 18,054 $ — $ — Simple IRA The Company provides a Simple IRA plan as a retirement plan for eligible employees. Under the Simple IRA plan, eligible employees may contribute a portion of their pre-tax yearly salary, up to the maximum contribution limit for Simple IRA plans as set forth under the Internal Revenue Code of 1986, as amended, with the Company matching such contributions on a dollar-for-dollar basis up to 3% of each contributing employee’s annual pre-tax compensation. The Company’s employer contribution was $74,000 and $55,000 for 2023 and 2022. Equity compensation plan The AMREP Corporation 2016 Equity Compensation Plan (the “ Equity Plan”) authorizes stock-based awards of various kinds to non-employee directors and employees covering up to a total of 500,000 shares of common stock of the Company. The Equity Plan will expire by its terms on, and no award will be granted under the Equity Plan on or after, September 19, 2026. As of April 30, 2023, the Company has issued 108,961 shares of common stock of the Company under the Equity Plan and has reserved for issuance 110,266 shares of common stock of the Company under the Equity Plan upon exercise of issued and outstanding deferred common share units and an option to purchase shares, resulting in 280,773 shares of common stock of the Company available for issuance under the Equity Plan. Shares of restricted common stock that are issued under the Equity Plan (“restricted shares”) are considered to be issued and outstanding as of the grant date and have the same dividend and voting rights as other common stock. Compensation expense related to the restricted shares is recognized over the vesting period of each grant based on the fair value of the shares as of the date of grant. The fair value of each grant of restricted shares is determined based on the trading price of the Company’s common stock on the date of such grant, and this amount will be charged to expense over the vesting term of the grant. Forfeitures are recognized as reversals of compensation expense on the date of forfeiture. The restricted share award activity for 2023 and 2022 was as follows: Weighted Average Number of Grant Date Fair Value Restricted share awards Shares Per Share Non-vested as of May 1, 2021 29,000 $ 6.18 Granted during 2022 13,000 11.50 Vested during 2022 (20,500) 6.61 Forfeited during 2022 — — Non-vested as of April 30, 2022 21,500 8.98 Granted during 2023 14,600 11.17 Vested during 2023 (9,833) 8.09 Forfeited during 2023 — — Non-vested as of April 30, 2023 26,267 10.53 The Company recognized non-cash compensation expense related to the vesting of restricted shares of common stock net of forfeitures of $144,000 and $102,000 for 2023 and 2022. As of April 30, 2023, there was $104,000 of unrecognized compensation expense related to restricted shares of common stock previously issued under the Equity Plan which had not vested, which is expected to be recognized over the remaining vesting term not to exceed three years. In November 2021, the Company granted Christopher V. Vitale, the President and Chief Executive Officer of the Company, 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. The fair value of the option was $252,000 as of the date of grant using the Black-Scholes fair value option valuation model. The following assumptions were used for determining the fair value of the option: expected volatility of 38.04%; average risk-free interest rate of 1.46%; dividend yield of 0%; and expected life of 7.5 years. As of April 30, 2023, the option has not been exercised, cancelled or forfeited. The Company recognized non-cash compensation expense related to the option of $51,000 and $25,000 during 2023 and 2022. As of April 30, 2023, the option was out-of-the-money and therefore was not included in “weighted average number of common shares outstanding – diluted” when calculating diluted earnings per share. The option could be dilutive to earnings per share in the future. As of April 30, 2022, the option was out-of-the-money and therefore was not included in “weighted average number of common shares outstanding – diluted” when calculating diluted earnings per share. On December 31, 2022 and 2021, each non-employee member of the Company’s Board of Directors was issued the number of deferred common share units of the Company under the Equity Plan equal to $30,000 divided by the closing price per share of Common Stock reported on the New York Stock Exchange on such date. Based on the closing price per share of $11.55 and $15.20 on December 31, 2022 and 2021, the Company issued a total of 7,791 and 5,919 deferred common share units to members of the Company’s Board of Directors. Each deferred common share unit represents the right to receive one share of Common Stock within 30 days after the first day of the month to follow such director’s termination of service as a director of the Company. Director compensation non-cash expense, which is recognized for the annual grant of deferred common share units ratably over the director’s service in office during the calendar year, was $90,000 for each of 2023 and 2022. At April 30, 2023 and 2022, there was $30,000 of accrued compensation expense related to the deferred stock units expected to be issued in December of the following fiscal year. |
OTHER INCOME
OTHER INCOME | 12 Months Ended |
Apr. 30, 2023 | |
OTHER INCOME. | |
OTHER INCOME. | (12) OTHER INCOME Other income of $1,803,000 for 2023 primarily consists of the sale of all of the Company’s minerals and mineral rights in and under approximately 147 surface acres of land in Brighton, Colorado. Other income of $261,000 for 2022 primarily consists of $185,000 received in connection with the bankruptcy of a warranty provider, $45,000 of debt forgiveness with respect to a note payable and $30,000 earned from a life insurance policy for a retired executive of the Company. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Apr. 30, 2023 | |
INCOME TAXES | |
INCOME TAXES | (13) INCOME TAXES Worthless Stock Deduction Palm Coast Data Holdco, Inc., a subsidiary of the Company, had previously been the owner of the Company’s fulfillment services business. During 2023, the Company converted Palm Coast Data Holdco, Inc. to a limited liability company and made an election to treat the limited liability company as a disregarded entity for U.S. federal income tax purposes. This resulted in a worthless stock deduction for tax purposes. As a result of the worthless stock deduction, the Company incurred an operating tax loss of $62,180,000, yielding an income tax benefit of $13,058,000 for U.S. federal corporate income taxes and an income tax benefit of $3,013,000 for New Mexico state corporate income taxes. The Company expects its operations to generate sufficient taxable income to fully utilize the tax benefit of this tax loss. The full tax benefit expected from the Company’s worthless stock deduction was accrued during 2023 and reflected as a reduction to the Company’s (benefit) provision for income taxes and an increase in deferred income taxes, net without any valuation allowance. The Company did not provide a valuation allowance against deferred tax assets, net with respect to the worthless stock deduction due to the Company’s belief that it is more likely than not based upon the available evidence that such deferred tax assets will be realized. In making this determination, the Company projected its future earnings (including currently unrealized gains on real estate inventory) for the future recoverability of such deferred tax assets. While the Company believes that it has utilized a reasonable method to make this valuation allowance determination, should factors and conditions differ materially from those used by the Company in making such determination (including if the Company does not generate sufficient future taxable income to fully utilize the tax benefit of the tax loss included in deferred income taxes, net), the actual realization of deferred tax assets could differ materially from the reported amounts. This tax loss may be subject to audit and possible adjustment by the U.S. Internal Revenue Service (“IRS”), which could result in a reversal of none, part or all of the income tax benefit or could result in a benefit higher than the amount recorded. If the IRS rejects or reduces the amount of the income tax benefit related to the worthless stock deduction, the Company may have to pay additional cash income taxes, which would adversely affect the Company’s results of operations, financial condition and cash flows. The Company cannot guarantee what the ultimate outcome or amount of the tax benefit the Company will receive, if any. Under federal income tax law, net operating losses have an unlimited carryforward period and the deductibility of such federal net operating losses is limited to 80% of taxable income in any year during the carryforward period. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, the Company’s ability to utilize net operating loss carryforwards or other tax attributes in any taxable year may be limited if the Company experiences an “ownership change.” A Section 382 “ownership change” generally occurs if one or more shareholders or groups of shareholders who own at least 5% of the Company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Similar rules may apply under state tax laws in the United States. It is possible that any future ownership changes could have a material effect on the use of the Company’s net operating loss carryforwards or other tax attributes. Provision for Income Taxes and Deferred Income Tax Asset The provision (benefit) for income taxes consists of the following (in thousands): Year Ended April 30, 2023 2022 Current: Federal $ — $ 2,876 State and local 35 1,062 35 3,938 Deferred: Federal (10,555) 1,333 State and local (3,629) 433 (14,184) 1,766 Total (benefit) provision for income taxes $ (14,149) $ 5,704 The components of the net deferred income taxes are as follows (in thousands): April 30, 2023 2022 Deferred income tax assets: State tax loss carryforwards $ 2,921 $ 4,199 U.S. federal NOL carryforward 10,010 — Accrued pension costs — 9 Vacation accrual 9 14 Real estate basis differences 3,233 3,441 Other 284 230 Total deferred income tax assets 16,457 7,893 Deferred income tax liabilities: Depreciable assets (19) — Deferred gains on investment assets (2,474) (2,387) Prepaid pension costs (576) (363) Other (43) (36) Total deferred income tax liabilities (3,112) (2,786) Valuation allowance for realization of certain deferred income tax assets (852) (4,149) Net deferred income tax asset $ 12,493 $ 958 A valuation allowance is provided when it is considered more likely than not that certain deferred tax assets will not be realized. The valuation allowance relates primarily to deferred tax assets, including net operating loss carryforwards, in states where the Company either has no current operations or its operations are not considered likely to realize the deferred tax assets due to the amount of the applicable state net operating loss or its expected expiration date. The $3,297,000 decrease in the valuation allowance in 2023 is due to a reevaluation of state net operating losses expected to be realizable. The Company has federal net operating loss carryforwards of $47,670,000, which do not have an expiration. The Company has state net operating loss carryforwards of $55,930,000 that expire beginning in the fiscal year ending April 30, 2038. The following table reconciles taxes computed at the U.S. federal statutory income tax rate from continuing operations to the Company’s actual tax provision (in thousands): Year Ended April 30, 2023 2022 Computed tax provision at statutory rate $ 1,614 $ 4,526 Increase (reduction) in tax resulting from: Deferred tax rate changes 105 (453) Change in valuation allowances (3,297) 183 State income taxes, net of federal income tax effect (2,222) 1,095 Permanent items (13,057) — Other 2,708 353 Actual tax (benefit) provision $ (14,149) $ 5,704 The Company is subject to U.S. federal income taxes and various state and local income taxes. Tax regulations within each jurisdiction are subject to interpretation and require significant judgment to apply. Federal tax returns prior to the fiscal year ended April 30, 2018 are no longer subject to examination due to the expiration of the statute of limitations. State tax returns prior to the fiscal year ended April 30, 2020 are no longer subject to examination due to the expiration of the applicable statutes of limitations. ASC 740 clarifies the accounting for uncertain tax positions, prescribing a minimum recognition threshold a tax position is required to meet before being recognized, and providing guidance on the derecognition, measurement, classification and disclosure relating to income taxes. The Company has no unrecognized tax benefits for 2023 and 2022. The Company has elected to include interest and penalties in its income tax expense. The Company had no accrued interest or penalties as of April 30, 2023 and 2022. |
LEASE COMMITMENTS
LEASE COMMITMENTS | 12 Months Ended |
Apr. 30, 2023 | |
LEASE COMMITMENTS | |
LEASE COMMITMENTS | (14) LEASE COMMITMENTS The Company leases an office and office equipment in Pennsylvania and office equipment in New Mexico. The leases are generally non-cancelable operating leases with an initial term of two Remaining operating lease payments subsequent to April 30, 2023 are $26,000 in fiscal year 2024, $27,000 in fiscal year 2025, $29,000 in fiscal year 2026 and $9,000 in subsequent years. Remaining operating lease payments had imputed interest resulting in a present value of lease liabilities of $83,000. For 2023, the weighted average remaining lease term and weighted average discount rate of the Company’s operating leases were 3.34 years and 5.50%. For 2022, the weighted average remaining lease term and weighted average discount rate of the Company’s operating leases were 4.34 years and 5.50%. The lease contracts for the Company generally do not provide a readily determinable implicit rate. For these contracts, the Company estimated the incremental borrowing rate based on information available upon the adoption of ASU 2016-02. The Company applied a consistent method in periods after the adoption of ASU 2016-02 to estimate the incremental borrowing rate. |
STOCK REPURCHASES
STOCK REPURCHASES | 12 Months Ended |
Apr. 30, 2023 | |
STOCK REPURCHASES | |
STOCK REPURCHASES | (15) STOCK REPURCHASES In March 2022, the Company repurchased 2,096,061 shares of common stock of the Company at a price of $10.45 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. |
RISKS AND UNCERTAINTIES
RISKS AND UNCERTAINTIES | 12 Months Ended |
Apr. 30, 2023 | |
RISKS AND UNCERTAINTIES | |
RISKS AND UNCERTAINTIES | (16) RISKS AND UNCERTAINTIES During 2023 and 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 caused delays in construction and the realization of revenues and increases in cost of revenues. In addition, in response to inflation, the Federal Reserve increased benchmark interest rates during 2023 and 2022 and has signaled it expects additional future interest rate increases, which has resulted in a significant increase in mortgage interest rates during 2023 and 2022, impacting home affordability and consumer sentiment and tempering demand for new homes and finished residential lots. 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 and other macroeconomic factors, have placed pressure on overall housing affordability and have caused many potential homebuyers to pause and reconsider their housing choices. Given the affordability challenges described above and the resulting impact on demand, the Company has increased sales incentives on certain homes classified as homebuilding model inventory or homebuilding construction in process, opportunistically leased completed homes and slowed the pace of housing starts and land development projects. The Company believes these conditions will continue to impact the land development and homebuilding industries for at least the remainder of calendar year 2023. Future economic conditions and the demand for land and homes are subject to continued uncertainty due to many factors, including the recent increase in mortgage interest rates, higher inflation, low supplies of new and existing home inventory available for sale, ongoing disruptions from supply chain challenges and labor shortages, the ongoing impact of the COVID-19 pandemic and government directives, and other factors. |
INFORMATION ABOUT THE COMPANY'S
INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS | 12 Months Ended |
Apr. 30, 2023 | |
INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS | |
INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS | (17) 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 2023(a) Revenues $ 34,404 $ 14,272 $ — $ 48,676 Net income (loss) $ 13,331 $ 3,348 $ 5,111 $ 21,790 Capital expenditures $ 118 $ 13 $ — $ 131 Total assets as of April 30, 2023 $ 95,457 $ 6,105 $ 14,333 $ 115,895 2022(a) Revenues $ 40,827 $ 11,201 $ 6,898 $ 58,926 Net income (loss) $ 15,322 $ 1,626 $ (1,086) $ 15,862 Capital expenditures $ 1,272 $ 15 $ — $ 1,287 Total assets as of April 30, 2022 $ 86,991 $ 5,631 $ 2,295 $ 94,917 (a) Revenue information provided for each segment may include amounts classified as building sales and other revenues in the accompanying consolidated statements of operations. Corporate is net of intercompany eliminations. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES (Policies) | 12 Months Ended |
Apr. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES | |
Organization and principles of consolidation | Organization and principles of consolidation The consolidated financial statements include the accounts of AMREP Corporation, an Oklahoma corporation, and its subsidiaries (collectively, the “Company”). The Company, through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales. All intercompany accounts and transactions have been eliminated in consolidation. The consolidated balance sheets are presented in an unclassified format since the Company has substantial operations in the real estate industry and its operating cycle is greater than one year. Certain 2022 balances in these financial statements have been reclassified to conform to the current year presentation with no effect on the net income or shareholders’ equity. To better align with industry practice, the Company reclassified public improvement district reimbursements, private infrastructure covenant reimbursements and a portion of miscellaneous other revenues representing payment for impact fee credits within building sales and other revenues for 2022 as a reduction to land sale cost of revenues in these financial statements to conform to the current year presentation with no effect on net income or shareholders’ equity. |
Fiscal year | Fiscal year The Company’s fiscal year ends on April 30. All references to 2023 and 2022 mean the fiscal years ended April 30, 2023 and 2022, unless the context otherwise indicates. |
Revenue recognition | Revenue recognition The Company accounts for land sale revenues, home sale revenues and building sales and other revenues in accordance with Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) Land sale revenues Land sale cost of revenues, net includes all direct acquisition costs and other costs specifically identified with the property, including pre-acquisition costs and capitalized real estate taxes and interest, and an allocation of certain common development costs associated with the entire project. Common development costs include the installation of utilities and roads, and may be based upon estimates of cost to complete. The allocation of costs is based on the estimated relative sales value of the individual parcels of land being sold to the total expected sales value for the unsold parcels of land in the applicable portion of the subdivision. Estimates and cost allocations are reviewed on a regular basis until a project is substantially completed, and are revised and reallocated as necessary on the basis of current estimates. Amounts received from public improvement districts, private infrastructure covenants and payments for impact fee credits reduce the amount of land sale cost of revenues. Home sale revenues Forfeited customer deposits for homes are recognized in home sale revenues in the period in which the Company determines that the customer will not complete the purchase of the home and the Company has the right to retain the deposit. In order to promote sales of homes, the Company may offer homebuyers sales incentives. These incentives vary by type and amount on a community-by-community and home-by-home basis. Incentives are reflected as a reduction in home sale revenues. Home construction and related costs are capitalized as incurred within real estate inventory under the specific identification method on the balance sheet and are charged to home sale cost of revenues on the consolidated statement of operations when the related home is sold. The Company offers homeowners a comprehensive third-party warranty on each home. Homes are generally covered by a ten-year warranty for qualified and defined structural defects, one year for defects and products used and two years for electrical, plumbing, heating, ventilation and air conditioning parts and labor. Estimates of the Company’s exposure to warranty claims are included within accrued expenses at the time home sale revenues are recognized Building sales and other revenues Sales of buildings consist of building sales in New Mexico and Florida. Revenues from these building sales are recognized when the parties are bound by the terms of a contract, consideration has been exchanged, title and other attributes of ownership have been conveyed to the buyer by means of a closing and the Company is not obligated to perform further significant development of the specific property sold. In general, the Company’s performance obligation for each of these building sales is fulfilled upon the delivery of the property, which generally coincides with the receipt of cash consideration from the counterparty. Building sales and other cost of revenues includes all direct acquisition costs and other costs specifically identified with the property, including pre-acquisition and acquisition costs, if applicable, closing and selling costs and construction costs. Oil and gas royalties are recognized at the time of receipt of cash by the Company as such amounts are unknown with any degree of certainty prior to receipt. Landscaping revenues consist of landscaping services, generally servicing homebuilders and homeowners’ associations, provided by the Company. Miscellaneous other revenues primarily include extension fees for purchase contracts and rental payments and additional rent from tenants pursuant to leases with respect to property or buildings of the Company. Base rental payments are recognized as revenue monthly over the term of the lease. Additional rent related to the reimbursement of real estate taxes, insurance, repairs and maintenance, and other operating expenses is recognized as revenue in the period the expenses are incurred. |
Cash and cash equivalents | Cash and cash equivalents Cash equivalents consist of highly liquid investments that have an original maturity of ninety days or less when purchased and are readily convertible into cash. Restricted cash consists of cash deposits with a bank that are restricted due to subdivision improvement agreements with a governmental authority. The Company did not have any restricted cash as of April 30, 2023 or April 30, 2022. |
Long-lived assets | Long-lived assets Long-lived assets consist of real estate inventory and investment assets and are accounted for in accordance with Accounting Standards Codification (“ASC”) 360-10. A substantial majority of the Company's real estate assets are located in Rio Rancho, New Mexico ("Rio Rancho") and certain adjoining areas of Sandoval County, New Mexico. As a result of this geographic concentration, the Company has been and will be affected by changes in economic conditions in that region. |
Real estate inventory | Real estate inventory : Real estate inventory includes land and improvements on land held for development or sale. The cost basis of the land and improvements includes all direct acquisition costs including development costs, certain amenities, capitalized interest, capitalized real estate taxes and other costs. Interest and real estate taxes are not capitalized unless active development is underway. Real estate inventory held for development or sale is stated at accumulated cost and is evaluated and reviewed for impairment when events or changes in circumstances indicate the carrying value of an asset may not be recoverable. |
Investment assets, net | Investment assets, net : Investment assets, net consist of (i) land held for long-term investment, which represents property located in areas that are not planned to be developed in the near term and that has not been offered for sale in the normal course of business, and (ii) owned real estate leased or intended to be leased, which represents homes and buildings leased or intended to be leased to third parties. Investment assets are stated at the lower of cost or net realizable value. Depreciation of investment assets (other than land) is provided principally by the straight-line method at various rates calculated to amortize the book values of the respective assets over their estimated useful lives, which generally are 10 to 40 years for buildings and improvements. Land is not subject to depreciation. |
Impairment of long-lived assets | Impairment of long-lived assets : Long-lived assets are evaluated and tested for impairment when events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Asset impairment tests are based upon the intended use of assets, expected future cash flows and estimates of fair value of assets. The evaluation of long-lived assets includes an estimate of future cash flows on an undiscounted basis using estimated revenue streams, operating margins and general and administrative expenses. The estimation process involved in determining if assets have been impaired and in the determination of estimated future cash flows is inherently uncertain because it requires estimates of future revenues and costs, as well as future events and conditions. If the excess of undiscounted cash flows over the carrying value of a project is small, there is a greater risk of future impairment and any resulting impairment charges could be material. Due to the subjective nature of the estimates and assumptions used in determining future cash flows, actual results could differ materially from current estimates and the Company may be required to recognize impairment charges in the future. |
Leases | Leases Right-of-use assets and lease liabilities are recorded on the balance sheet for all leases with an initial term over one year. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Right-of-use assets are classified within other assets and the corresponding lease liability is included in accounts payable and accrued expenses in the balance sheet. |
Share-based compensation | Share-based compensation The Company accounts for awards of restricted stock, stock options and deferred stock units in accordance with ASC 718-10, which requires that compensation cost for all stock awards be calculated and amortized over the service period (generally equal to the vesting period). Compensation expense for awards of restricted stock, stock options and deferred stock units are based on the fair value of the awards at their grant dates. To estimate the grant-date fair value of stock options, the Company uses the Black-Scholes option-pricing model. The Black-Scholes model estimates the per share fair value of an option on its date of grant based on the following: the option’s exercise price; the price of the underlying stock on the date of grant; the estimated dividend yield; a “risk-free” interest rate; the estimated option term; and the expected volatility. For the “risk-free” interest rate, the Company uses a U.S. Treasury bond due in a number of years equal to the option’s expected term. To estimate expected volatility, the Company analyzes the historic volatility of the Company’s common stock. |
Income taxes | Income taxes Deferred income tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities, and are measured by using currently enacted tax rates expected to apply to taxable income in the years in which those differences are expected to reverse. The Company provides a valuation allowance against deferred tax assets unless, based upon the available evidence, it is more likely than not that the deferred tax assets will be realized. |
Earnings per share | Earnings per share Basic earnings per share is based on the weighted average number of common shares outstanding during each year. Unvested restricted shares of common stock are not included in the computation of basic earnings per share, as they are considered contingently returnable shares. Unvested restricted shares of common stock are included in diluted earnings per share if they are dilutive. Deferred stock units are included in both basic and diluted earnings per share computations. Stock options are not included in the computation of basic earnings per share. Stock options are included in diluted earnings per share if they are not anti-dilutive and are in-the-money. |
Pension plan | Pension plan The Company recognizes the over-funded or under-funded status of its defined benefit pension plan as an asset or liability as of the date of the plan’s year-end statement of financial position and recognizes changes in that funded status in the year in which the changes occur through comprehensive income. |
Comprehensive income | Comprehensive income Comprehensive income is defined as the change in equity during a period from transactions and other events from non-owner sources. Total comprehensive income is the total of net income or loss and other comprehensive income or loss that, for the Company, consists of the minimum pension liability net of the related deferred income tax effect. |
Management's estimates and assumptions | Management’s estimates and assumptions The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant judgments and estimates that affect the financial statements include, but are not limited to, (i) land sale cost of revenues, net calculations, which are based on land development budgets and estimates of costs to complete; (ii) cash flows, asset groupings and valuation assumptions in performing asset impairment tests of long-lived assets and assets held for sale; (iii) actuarially determined benefit obligations and other pension plan accounting and disclosures; (iv) risk assessment of uncertain tax positions; and (v) the determination of the recoverability of net deferred tax assets. The Company bases its significant estimates on historical experience and on various other assumptions that management believes are reasonable under the circumstances. Actual results could differ from these estimates. |
Recent accounting pronouncements | Recent accounting pronouncements There are no new accounting standards or updates to be adopted that the Company currently believes might have a significant impact on its consolidated financial statements. |
REAL ESTATE INVENTORY (Tables)
REAL ESTATE INVENTORY (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
REAL ESTATE INVENTORY | |
Schedule of components of real estate inventory | Real estate inventory consists of (in thousands): April 30, 2023 2022 Land inventory in New Mexico $ 59,361 $ 59,374 Land inventory in Colorado 3,445 3,434 Homebuilding model inventory 1,171 1,135 Homebuilding construction in process 1,648 3,306 Total $ 65,625 $ 67,249 |
INVESTMENT ASSETS, NET (Tables)
INVESTMENT ASSETS, NET (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
INVESTMENT ASSETS, NET | |
Schedule of investment assets net | Investment assets, net consist of (in thousands): April 30, 2023 2022 Land held for long-term investment $ 8,961 $ 9,017 Owned real estate leased or intended to be leased 4,802 — Less accumulated depreciation (16) — Owned real estate leased or intended to be leased, net 4,786 — Total $ 13,747 $ 9,017 |
OTHER ASSETS (Tables)
OTHER ASSETS (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
OTHER ASSETS. | |
Schedule of other assets | Other assets consist of (in thousands): April 30, 2023 2022 Prepaid expenses $ 1,536 $ 366 Miscellaneous assets 362 249 Property 1,251 1,247 Equipment 366 240 Less accumulated depreciation of property and equipment (266) (220) Property and equipment, net 1,351 1,267 Total $ 3,249 $ 1,882 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consist of (in thousands): April 30, 2023 2022 Land development and homebuilding operations Accrued expenses $ 1,028 $ 1,238 Trade payables 1,870 3,026 Customer deposits 1,319 1,357 4,217 5,621 Corporate operations 634 456 Total $ 4,851 $ 6,077 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
NOTES PAYABLE | |
Summary of present information on the Company's notes payable in effect | The following tables present information on the Company’s notes payable in effect as of April 30, 2023 (dollars in thousands): Principal Amount Available for Outstanding (data as of April 30) New Borrowings Principal Amount Loan Identifier Lender 2023 2023 2022 Revolving Line of Credit BOKF $ 4,177 $ — $ — La Mirada BOKF — — 2,030 Equipment Financing DC — 44 — Total $ 4,177 $ 44 $ 2,030 (data as of April 30, 2023) Mortgaged Property Loan Identifier Interest Rate Book Value Scheduled Maturity Revolving Line of Credit 8.03 % $ 1,721 August 2025 La Mirada 8.03 % 8,210 June 2024 Equipment Financing 2.35 % 43 June 2028 (data for year ended April 30) Principal Repayments Capitalized Interest and Fees Loan Identifier 2023 2022 2023 2022 Revolving Line of Credit $ — $ — $ — $ — La Mirada 2,030 3,468 57 193 Equipment Financing 7 — — — Total $ 2,037 $ 3,468 $ 57 $ 193 The following table presents information on the Company’s notes payable in effect during 2023 or 2022 and terminated prior to April 30, 2023 (in thousands): Original Outstanding Maximum Principal Amount Available April 30, Loan Identifier Lender Principal Amount 2023 2022 Lomas Encantadas U2B P3 BOKF $ 2,400 $ — $ 410 Hawk Site U37 SLFCU 3,000 — — Hawk Site U23 U40 BOKF 2,700 — 30 Lavender Fields – acquisition Seller 1,838 — 1,749 Lavender Fields – development BOKF 3,750 — 1,293 |
Schedule of notes payable scheduled principal repayments subsequent to date | The following table summarizes the notes payable scheduled principal repayments subsequent to April 30, 2023 (in thousands): Fiscal Year Scheduled Payments 2024 $ 8 2025 8 2026 8 Thereafter 20 Total $ 44 |
REVENUES (Tables)
REVENUES (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
REVENUES | |
Schedule of other revenues | Year Ended April 30, 2023 2022 Sales of buildings $ — $ 8,439 Oil and gas royalties 146 276 Landscaping revenues 585 — Miscellaneous other revenues 595 446 Total $ 1,326 $ 9,161 |
COST OF REVENUES (Tables)
COST OF REVENUES (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
COST OF REVENUES | |
Schedule of cost of revenues | Land sale cost of revenues, net consist of (in thousands): Year Ended April 30, 2023 2022 Land sale cost of revenues $ 22,477 $ 21,198 Less: Public improvement district reimbursements (759) (558) Private infrastructure covenant reimbursements (626) (184) Payments for impact fee credits (3,713) (2,811) Land sale cost of revenues, net $ 17,379 $ 17,645 |
GENERAL AND ADMINISTRATIVE EX_2
GENERAL AND ADMINISTRATIVE EXPENSES (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
GENERAL AND ADMINISTRATIVE EXPENSES | |
Schedule of components of general and administrative expenses | General and administrative expenses consist of (in thousands): Year Ended April 30, 2023 2022 Land development $ 2,843 $ 3,258 Homebuilding 1,016 878 Corporate 1,613 1,218 Total $ 5,472 $ 5,354 Pension settlement $ 7,597 $ — |
BENEFIT PLANS (Tables)
BENEFIT PLANS (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
BENEFIT PLANS | |
Schedule of net periodic pension cost | Net periodic pension cost for 2023 and 2022 was comprised of the following components (in thousands): Year Ended April 30, 2023 2022 Interest cost on projected benefit obligation $ 603 $ 503 Expected return on assets (1,123) (1,535) Plan expenses 106 150 Recognized net actuarial loss 372 392 Net periodic pension cost $ (42) $ (490) Settlement 7,597 - Net periodic pension cost after settlement 7,555 (490) |
Schedule of assumptions used in determining net periodic pension cost and the pension benefit | Year Ended April 30, 2023 2022 Discount rate used to determine net periodic pension cost 3.97 % 2.48 % Discount rate used to determine pension benefit obligation N/A 3.97 % Expected long-term rate of return on assets used for pension cost on assets 7.75 % 7.75 % |
Schedule of pension plan's benefit obligation and assets | April 30, 2023 2022 Change in benefit obligation: Benefit obligation at beginning of year $ 17,964 $ 21,578 Service cost 106 150 Interest cost 603 503 Actuarial gain (1,667) (2,414) Benefits paid (1,366) (1,853) Settlement (15,357) - Benefit obligation at end of year $ 283 $ 17,964 Change in plan assets: Fair value of plan assets at beginning of year $ 18,054 $ 21,102 Actual return on plan assets (103) (1,239) Company contributions — — Benefits paid (1,366) (1,703) Plan expenses (198) (106) Settlement (15,357) — Fair value of plan assets at end of year $ 1,030 $ 18,054 Overfunded status $ 747 $ 90 |
Schedule of accumulated other comprehensive income (loss), which have not yet been recognized as a component of net periodic pension costs | The following table summarizes the amounts recorded in accumulated other comprehensive income (loss), which have not yet been recognized as a component of net periodic pension costs (in thousands): Year Ended April 30, 2023 2022 Pretax accumulated comprehensive income (loss) $ 138 $ (8,350) |
Schedule of changes in accumulated other comprehensive income (loss) related to the pension plan | The following table summarizes the changes in accumulated other comprehensive income (loss) related to the pension plan for the years ended April 30, 2023 and 2022 (in thousands): Pension Benefits Pretax Net of Tax Accumulated comprehensive loss, May 1, 2021 $ 8,426 $ 4,623 Net actuarial gain 316 214 Amortization of net loss (392) (264) Accumulated comprehensive loss, April 30, 2022 $ 8,350 $ 4,573 Net actuarial loss (372) (302) Amortization of net loss (243) (198) Settlement (7,597) (5,243) Accumulated comprehensive income (loss), April 30, 2023 $ 138 $ (1,170) |
Schedule of asset allocation for the pension plan by asset category | April 30, 2023 2022 Equity securities — % 57 % Fixed income securities — 38 Cash and cash equivalents 100 5 Total 100 % 100 % |
Schedule of fair value hierarchy the pension plan's assets | 2023 Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 1,030 $ 1,030 $ — $ — Total assets at fair value $ 1,030 $ 1,030 $ — $ — 2022 : Total Level 1 Level 2 Level 3 Cash and cash equivalents $ 791 $ 791 $ — $ — Investments at fair value: Equity securities 10,348 10,348 — — Fixed income securities 6,915 6,915 — — Total assets at fair value $ 18,054 $ 18,054 $ — $ — |
Schedule of restricted share award activity | Weighted Average Number of Grant Date Fair Value Restricted share awards Shares Per Share Non-vested as of May 1, 2021 29,000 $ 6.18 Granted during 2022 13,000 11.50 Vested during 2022 (20,500) 6.61 Forfeited during 2022 — — Non-vested as of April 30, 2022 21,500 8.98 Granted during 2023 14,600 11.17 Vested during 2023 (9,833) 8.09 Forfeited during 2023 — — Non-vested as of April 30, 2023 26,267 10.53 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
INCOME TAXES | |
Schedule of components of income tax expense (benefit) | The provision (benefit) for income taxes consists of the following (in thousands): Year Ended April 30, 2023 2022 Current: Federal $ — $ 2,876 State and local 35 1,062 35 3,938 Deferred: Federal (10,555) 1,333 State and local (3,629) 433 (14,184) 1,766 Total (benefit) provision for income taxes $ (14,149) $ 5,704 |
Schedule of components of the net deferred income taxes | The components of the net deferred income taxes are as follows (in thousands): April 30, 2023 2022 Deferred income tax assets: State tax loss carryforwards $ 2,921 $ 4,199 U.S. federal NOL carryforward 10,010 — Accrued pension costs — 9 Vacation accrual 9 14 Real estate basis differences 3,233 3,441 Other 284 230 Total deferred income tax assets 16,457 7,893 Deferred income tax liabilities: Depreciable assets (19) — Deferred gains on investment assets (2,474) (2,387) Prepaid pension costs (576) (363) Other (43) (36) Total deferred income tax liabilities (3,112) (2,786) Valuation allowance for realization of certain deferred income tax assets (852) (4,149) Net deferred income tax asset $ 12,493 $ 958 |
Schedule of effective income tax rate reconciliation | The following table reconciles taxes computed at the U.S. federal statutory income tax rate from continuing operations to the Company’s actual tax provision (in thousands): Year Ended April 30, 2023 2022 Computed tax provision at statutory rate $ 1,614 $ 4,526 Increase (reduction) in tax resulting from: Deferred tax rate changes 105 (453) Change in valuation allowances (3,297) 183 State income taxes, net of federal income tax effect (2,222) 1,095 Permanent items (13,057) — Other 2,708 353 Actual tax (benefit) provision $ (14,149) $ 5,704 |
INFORMATION ABOUT THE COMPANY_2
INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS (Tables) | 12 Months Ended |
Apr. 30, 2023 | |
INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS | |
Schedule of data relative to the industry segments in which the Company operated | 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 2023(a) Revenues $ 34,404 $ 14,272 $ — $ 48,676 Net income (loss) $ 13,331 $ 3,348 $ 5,111 $ 21,790 Capital expenditures $ 118 $ 13 $ — $ 131 Total assets as of April 30, 2023 $ 95,457 $ 6,105 $ 14,333 $ 115,895 2022(a) Revenues $ 40,827 $ 11,201 $ 6,898 $ 58,926 Net income (loss) $ 15,322 $ 1,626 $ (1,086) $ 15,862 Capital expenditures $ 1,272 $ 15 $ — $ 1,287 Total assets as of April 30, 2022 $ 86,991 $ 5,631 $ 2,295 $ 94,917 (a) Revenue information provided for each segment may include amounts classified as building sales and other revenues in the accompanying consolidated statements of operations. Corporate is net of intercompany eliminations. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES | ||
Restricted cash | $ 0 | $ 0 |
Lease expected term (in years) | 1 year |
REAL ESTATE INVENTORY (Details)
REAL ESTATE INVENTORY (Details) $ in Thousands | Apr. 30, 2023 USD ($) a | Apr. 30, 2022 USD ($) |
REAL ESTATE INVENTORY | ||
Homebuilding model inventory | $ 1,171 | $ 1,135 |
Homebuilding construction in process | 1,648 | 3,306 |
Total | 65,625 | 67,249 |
New Mexico | ||
REAL ESTATE INVENTORY | ||
Land inventory | 59,361 | 59,374 |
Colorado | ||
REAL ESTATE INVENTORY | ||
Land inventory | $ 3,445 | $ 3,434 |
Brighton [Member] | ||
REAL ESTATE INVENTORY | ||
Area of land sold | a | 160 |
REAL ESTATE INVENTORY - Additio
REAL ESTATE INVENTORY - Additional Information (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
REAL ESTATE INVENTORY | ||
Interest and loan costs | $ 57,000 | $ 224,000 |
Real estate taxes capitalized in real estate inventory | $ 79,000 | $ 28,000 |
INVESTMENT ASSETS, NET (Details
INVESTMENT ASSETS, NET (Details) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 |
INVESTMENT ASSETS, NET | ||
Land held for long-term investment | $ 8,961,000 | $ 9,017,000 |
Owned real estate leased or intended to be leased | 4,802,000 | |
Less accumulated depreciation | (16,000) | 0 |
Owned real estate leased or intended to be leased, net | 4,786,000 | |
Total | $ 13,747,000 | $ 9,017,000 |
INVESTMENT ASSETS, NET - Additi
INVESTMENT ASSETS, NET - Additional Information (Details) | 12 Months Ended | |
Apr. 30, 2023 USD ($) item | Apr. 30, 2022 USD ($) | |
INVESTMENT ASSETS, NET | ||
Number of homes are leased to residential tenants | 8 | |
Number of buildings under construction have been leased to commercial tenants | 2 | |
Less accumulated depreciation | $ | $ (16,000) | $ 0 |
OTHER ASSETS (Details)
OTHER ASSETS (Details) - USD ($) $ in Thousands | Apr. 30, 2023 | Apr. 30, 2022 |
OTHER ASSETS | ||
Prepaid expenses | $ 1,536 | $ 366 |
Miscellaneous assets | 362 | 249 |
Less accumulated depreciation of property and equipment | (266) | (220) |
Property and equipment, net | 1,351 | 1,267 |
Total | 3,249 | 1,882 |
Property | ||
OTHER ASSETS | ||
Property and equipment | 1,251 | 1,247 |
Equipment | ||
OTHER ASSETS | ||
Property and equipment | $ 366 | $ 240 |
OTHER ASSETS - Additional Infor
OTHER ASSETS - Additional Information (Details) | 12 Months Ended | |
Apr. 30, 2023 USD ($) ft² | Apr. 30, 2022 USD ($) | |
Office building | ||
OTHER ASSETS | ||
Area of Land | ft² | 7,000 | |
Property and equipment | Right of use assets | ||
OTHER ASSETS | ||
Amortization of leased cost | $ 25,000 | $ 70,000 |
Right of use assets | ||
OTHER ASSETS | ||
Depreciation expense associated with property and equipment | $ 46,000 | $ 24,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Apr. 30, 2023 | Apr. 30, 2022 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Total | $ 4,851 | $ 6,077 |
Land development and homebuilding operations | ||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Accrued expenses | 1,028 | 1,238 |
Trade payables | 1,870 | 3,026 |
Customer deposits | 1,319 | 1,357 |
Total | 4,217 | 5,621 |
Corporate operations | ||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | ||
Total | $ 634 | $ 456 |
NOTES PAYABLE - Company's Finan
NOTES PAYABLE - Company's Financing Arrangements (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
NOTES PAYABLE | ||
Principal Amount Available for Borrowing | $ 4,177,000 | |
Outstanding principal amount | 44,000 | $ 2,030,000 |
Principal Repayments | 2,037,000 | 3,468,000 |
Capitalized Interest and Fees | 57,000 | 193,000 |
Outstanding principal amount | 44,000 | |
Revolving Line of Credit | ||
NOTES PAYABLE | ||
Principal Amount Available for Borrowing | 4,177,000 | |
Outstanding principal amount | $ 0 | 0 |
Interest Rate | 8.03% | |
Mortgaged Property Book Value | $ 1,721,000 | |
Outstanding principal amount | 1,323,000 | |
La Mirada | ||
NOTES PAYABLE | ||
Outstanding principal amount | $ 0 | 2,030,000 |
Interest Rate | 8.03% | |
Mortgaged Property Book Value | $ 8,210,000 | |
Principal Repayments | 2,030,000 | 3,468,000 |
Capitalized Interest and Fees | 57,000 | 193,000 |
Equipment Financing | ||
NOTES PAYABLE | ||
Outstanding principal amount | $ 44,000 | 0 |
Interest Rate | 2.35% | |
Mortgaged Property Book Value | $ 43,000 | |
Principal Repayments | 7,000 | |
Lomas Encantadas U2B P3 | ||
NOTES PAYABLE | ||
Principal Amount Available for Borrowing | 2,400,000 | |
Outstanding principal amount | 410,000 | |
Hawk Site U37 | ||
NOTES PAYABLE | ||
Principal Amount Available for Borrowing | 3,000,000 | |
Outstanding principal amount | 0 | 0 |
Hawk Site U23 U40 | ||
NOTES PAYABLE | ||
Principal Amount Available for Borrowing | 2,700,000 | |
Outstanding principal amount | 0 | 30,000 |
Lavender Fields - acquisition | ||
NOTES PAYABLE | ||
Principal Amount Available for Borrowing | 1,838,000 | |
Outstanding principal amount | 0 | 1,749,000 |
Lavender Fields - development | ||
NOTES PAYABLE | ||
Principal Amount Available for Borrowing | 3,750,000 | |
Outstanding principal amount | $ 0 | $ 1,293,000 |
NOTES PAYABLE - Minimum princip
NOTES PAYABLE - Minimum principal repayments (Details) $ in Thousands | Apr. 30, 2023 USD ($) |
NOTES PAYABLE | |
2024 | $ 8 |
2025 | 8 |
2026 | 8 |
Thereafter | 20 |
Total | $ 44 |
NOTES PAYABLE - Additional info
NOTES PAYABLE - Additional information (Details) | 1 Months Ended | 12 Months Ended | ||||
May 31, 2021 USD ($) | Jun. 30, 2020 USD ($) a item | Apr. 30, 2023 USD ($) | Apr. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) a | Feb. 28, 2021 USD ($) a | |
NOTES PAYABLE | ||||||
Outstanding principal amount | $ 44,000 | $ 2,030,000 | ||||
Outstanding principal amount | 44,000 | |||||
Capitalized Interest and Fees | 57,000 | 193,000 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 4,177,000 | |||||
Related Party [Member] | Lavender Fields, LLC ("LF") | ||||||
NOTES PAYABLE | ||||||
Number of acres | a | 28 | |||||
Number of residential lots | item | 82 | |||||
Revolving Line of Credit | ||||||
NOTES PAYABLE | ||||||
Outstanding principal amount | $ 0 | 0 | ||||
Interest Rate | 8.03% | |||||
Principal repayments | $ 250,000 | |||||
Outstanding principal amount | 1,323,000 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | 4,177,000 | |||||
Revolving Line of Credit | Loan Agreement | ||||||
NOTES PAYABLE | ||||||
Number of acres | a | 298 | |||||
Amount lending | $ 5,750,000 | |||||
Maximum amount for use with credit card | $ 250,000 | |||||
Unrestricted cash and cash equivalents | 3,000,000 | |||||
Minimum Net Worth Required for Compliance | $ 32,000,000 | |||||
Revolving Line of Credit | Loan Agreement | London Interbank Offered Rate | ||||||
NOTES PAYABLE | ||||||
Interest rate period | 1 month | |||||
Line of credit facility, interest rate during period | 3.15% | |||||
Non-Revolving Line of Credit Promissory Note | ||||||
NOTES PAYABLE | ||||||
Number of acres | a | 15 | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 7,375,000 | |||||
Non-Revolving Line of Credit Promissory Note | London Interbank Offered Rate | ||||||
NOTES PAYABLE | ||||||
Spread on interest rate | 3% | |||||
Non-Revolving Line of Credit Promissory Note | Minimum | ||||||
NOTES PAYABLE | ||||||
Line of credit facility, interest rate during period | 3.75% | |||||
La Mirada | ||||||
NOTES PAYABLE | ||||||
Amount lending | $ 2,364,000 | |||||
Outstanding principal amount | $ 0 | 2,030,000 | ||||
Interest Rate | 8.03% | |||||
Principal payment per lot to be made to release the lien of mortgage depending on the size of the lot 2 | $ 60,600 | |||||
Minimum tangible net worth to be maintained by guarantor | 32,000,000 | |||||
Capitalized Interest and Fees | $ 57,000 | 193,000 | ||||
La Mirada | London Interbank Offered Rate | ||||||
NOTES PAYABLE | ||||||
Interest rate period | 30 days | |||||
Equipment Financing | ||||||
NOTES PAYABLE | ||||||
Outstanding principal amount | $ 44,000 | $ 0 | ||||
Interest Rate | 2.35% | |||||
Acquisition Financing | Related Party [Member] | Lavender Fields, LLC ("LF") | ||||||
NOTES PAYABLE | ||||||
Deferred purchase price payable | $ 45,000 | |||||
Deferred purchase price paid | $ 1,704,000 | $ 1,838,000 | ||||
Acquisition Financing | Related Party [Member] | On or before June 2021 | Lavender Fields, LLC ("LF") | ||||||
NOTES PAYABLE | ||||||
Capitalized Interest and Fees | 919,000 | |||||
Acquisition Financing | Related Party [Member] | On or before June 2022 | Lavender Fields, LLC ("LF") | ||||||
NOTES PAYABLE | ||||||
Capitalized Interest and Fees | $ 919,000 | |||||
Nonrevolving Line Of Credit | ||||||
NOTES PAYABLE | ||||||
Outstanding principal amount | $ 50,000,000 |
REVENUES - Building sales and o
REVENUES - Building sales and other revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Building sales and other revenues | ||
Sale of buildings | $ 8,439 | |
Oil and gas royalties | $ 146 | 276 |
Landscaping revenues | 585 | |
Miscellaneous other revenues | 595 | 446 |
Total | $ 1,326 | $ 9,161 |
REVENUES - Additional Informati
REVENUES - Additional Information (Details) | 12 Months Ended | ||
Apr. 30, 2023 USD ($) ft² customer | Apr. 30, 2022 USD ($) customer | Jan. 31, 2023 a | |
REVENUES | |||
Number of customers | customer | 3 | 4 | |
Customer outstanding receivables | $ 0 | ||
Revenues | 48,676,000 | $ 58,926,000 | |
Customer A | |||
REVENUES | |||
Revenues | 7,763,000 | 10,982,000 | |
Customer B | |||
REVENUES | |||
Revenues | 6,810,000 | 7,107,000 | |
Customer C | |||
REVENUES | |||
Revenues | $ 6,182,000 | 6,750,000 | |
Customer D | |||
REVENUES | |||
Revenues | $ 6,445,000 | ||
Minerals and mineral rights | |||
REVENUES | |||
Surface acres of land held | a | 147 | ||
Land sale revenue | |||
REVENUES | |||
Number of customers | customer | 4 | 4 | |
New Mexico | Minerals and mineral rights | |||
REVENUES | |||
Surface acres of land held | a | 55,000 | ||
Retail Building | New Mexico | |||
REVENUES | |||
Surface acres of land held | ft² | 4,338 | ||
Warehouse and Office Buildings | |||
REVENUES | |||
Surface acres of land held | ft² | 143,000 |
COST OF REVENUES - Land sale co
COST OF REVENUES - Land sale cost of revenues, net (Details) - Land sale - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
COST OF REVENUES | ||
Land sale cost of revenues | $ 22,477 | $ 21,198 |
Less: | ||
Public improvement district reimbursements | (759) | (558) |
Private infrastructure covenant reimbursements | (626) | (184) |
Payments for impact fee credits | (3,713) | (2,811) |
Land sale cost of revenues, net | $ 17,379 | $ 17,645 |
COST OF REVENUES - Additional I
COST OF REVENUES - Additional Information (Details) | Apr. 30, 2022 ft² |
New Mexico | Warehouse and Office Buildings | |
COST OF REVENUES | |
Area of land sold | 143,000 |
Florida | Retail Building | |
COST OF REVENUES | |
Area of land sold | 4,338 |
GENERAL AND ADMINISTRATIVE EX_3
GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
GENERAL AND ADMINISTRATIVE EXPENSES | ||
General and administrative expenses Operations | $ 5,472 | $ 5,354 |
Land development | ||
GENERAL AND ADMINISTRATIVE EXPENSES | ||
General and administrative expenses Operations | 2,843 | 3,258 |
Homebuilding | ||
GENERAL AND ADMINISTRATIVE EXPENSES | ||
General and administrative expenses Operations | 1,016 | 878 |
Corporate operations | ||
GENERAL AND ADMINISTRATIVE EXPENSES | ||
General and administrative expenses Operations | 1,613 | $ 1,218 |
Pension settlement | ||
GENERAL AND ADMINISTRATIVE EXPENSES | ||
General and administrative expenses Operations | $ 7,597 |
BENEFIT PLANS - Net periodic pe
BENEFIT PLANS - Net periodic pension cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
BENEFIT PLANS | ||
Interest cost on projected benefit obligation | $ 603 | $ 503 |
Expected return on assets | (1,123) | (1,535) |
Plan expenses | 106 | 150 |
Recognized net actuarial loss | 372 | 392 |
Net periodic pension cost | (42) | (490) |
Settlement | 7,597 | |
Net periodic pension cost after settlement | $ 7,555 | $ (490) |
BENEFIT PLANS - Assumptions use
BENEFIT PLANS - Assumptions used in determining net periodic pension cost (Details) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
BENEFIT PLANS | ||
Discount rate used to determine net periodic pension cost | 3.97% | 2.48% |
Discount rate used to determine pension benefit obligation | 3.97% | |
Expected long-term rate of return on assets used for pension cost on assets | 7.75% | 7.75% |
BENEFIT PLANS - Changes in the
BENEFIT PLANS - Changes in the pension plan's benefit obligation and assets (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
BENEFIT PLANS | ||
Benefit obligation at beginning of year | $ 17,964,000 | $ 21,578,000 |
Service cost | 106,000 | 150,000 |
Interest cost | 603,000 | 503,000 |
Actuarial gain | (1,667,000) | (2,414,000) |
Benefits paid | (1,366,000) | (1,853,000) |
Settlement | (15,357,000) | |
Benefit obligation at end of year | 283,000 | 17,964,000 |
Change in plan assets: | ||
Fair value of plan assets at beginning of year | 18,054,000 | 21,102,000 |
Actual return on plan assets | (103,000) | (1,239,000) |
Company contributions | 0 | 0 |
Benefits paid | (1,366,000) | (1,703,000) |
Plan expenses | (198,000) | (106,000) |
Settlement | (15,357,000) | |
Fair value of plan assets at end of year | 1,030,000 | 18,054,000 |
Overfunded status | $ 747,000 | $ 90,000 |
BENEFIT PLANS - Not yet recogni
BENEFIT PLANS - Not yet recognized components of net periodic pension cost (Details) - USD ($) $ in Thousands | Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2021 |
BENEFIT PLANS | |||
Pretax accumulated comprehensive income (loss) | $ 138 | $ (8,350) | $ 8,426 |
BENEFIT PLANS - changes in accu
BENEFIT PLANS - changes in accumulated other comprehensive income (loss) related to the pension plan (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
BENEFIT PLANS | ||
Accumulated comprehensive income (loss), Pretax | $ (138,000) | $ 8,350,000 |
Defined Benefit Plan Benefit Obligation Change In Discount Rate Gain | 2,360,000 | |
Net actuarial gain | (372,000) | 316,000 |
Amortization of net loss | (243,000) | $ (392,000) |
Settlement | $ (7,597,000) | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Excluding Service Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Costs and Expenses | Costs and Expenses |
Accumulated comprehensive loss, Pretax | $ 138,000 | $ (8,350,000) |
Accumulated comprehensive loss, Net of Tax | 4,573,000 | 4,623,000 |
Net actuarial loss (gain) | (302,000) | 214,000 |
Settlement | (5,243,000) | |
Amortization of net loss | (198,000) | (264,000) |
Accumulated comprehensive loss, Net of Tax | $ (1,170,000) | $ 4,573,000 |
BENEFIT PLANS - Allocation for
BENEFIT PLANS - Allocation for the pension plan by asset category (Details) | Apr. 30, 2023 | Apr. 30, 2022 | Nov. 30, 2021 |
BENEFIT PLANS | |||
Asset allocation for the pension plan by asset category | 100% | 100% | 100% |
Equity securities | |||
BENEFIT PLANS | |||
Asset allocation for the pension plan by asset category | 57% | ||
Fixed income securities | |||
BENEFIT PLANS | |||
Asset allocation for the pension plan by asset category | 38% | ||
Cash and cash equivalents | |||
BENEFIT PLANS | |||
Asset allocation for the pension plan by asset category | 100% | 5% |
BENEFIT PLANS - Fair value hier
BENEFIT PLANS - Fair value hierarchy of pension plan's assets at fair value (Details) - USD ($) | Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2021 |
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | $ 1,030,000 | $ 18,054,000 | $ 21,102,000 |
Level 1 | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 1,030,000 | 18,054,000 | |
Level 2 | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 0 | 0 | |
Level 3 | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 0 | 0 | |
Cash and cash equivalents | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 1,030,000 | 791,000 | |
Cash and cash equivalents | Level 1 | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 1,030,000 | 791,000 | |
Cash and cash equivalents | Level 2 | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 0 | 0 | |
Cash and cash equivalents | Level 3 | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | $ 0 | 0 | |
Equity securities | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 10,348,000 | ||
Equity securities | Level 1 | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 10,348,000 | ||
Equity securities | Level 2 | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 0 | ||
Equity securities | Level 3 | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 0 | ||
Fixed income securities | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 6,915,000 | ||
Fixed income securities | Level 1 | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 6,915,000 | ||
Fixed income securities | Level 2 | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | 0 | ||
Fixed income securities | Level 3 | |||
BENEFIT PLANS | |||
Defined benefit plan, fair value of plan assets | $ 0 |
BENEFIT PLANS - Maximum number
BENEFIT PLANS - Maximum number of shares issued to employees that could be vested (Details) - $ / shares | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
BENEFIT PLANS | ||
Number of Shares - Non-vested | 21,500 | 29,000 |
Number of Shares - Granted | 14,600 | 13,000 |
Number of Shares - Vested | (9,833) | (20,500) |
Number of Shares - Forfeited | 0 | 0 |
Number of Shares - Non-vested | 26,267 | 21,500 |
Weighted Average Grant Date Fair Value Non-vested | $ 8.98 | $ 6.18 |
Weighted Average Grant Date Fair Value Granted | 11.17 | 11.50 |
Weighted Average Grant Date Fair Value Vested | 8.09 | 6.61 |
Weighted Average Grant Date Fair Value Forfeited | 0 | 0 |
Weighted Average Grant Date Fair Value Non-vested | $ 10.53 | $ 8.98 |
BENEFIT PLANS - Additional info
BENEFIT PLANS - Additional information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Apr. 30, 2023 | Apr. 30, 2022 | Apr. 30, 2024 | Apr. 30, 2021 | |
BENEFIT PLANS | |||||||
Accrued pension costs | $ 90,000 | ||||||
Defined benefit plan, fair value of plan assets | $ 1,030,000 | 18,054,000 | $ 21,102,000 | ||||
Defined benefit plan, benefit obligation | 283,000 | 17,964,000 | $ 21,578,000 | ||||
Settlement | 7,597,000 | ||||||
Actuarial gain | 1,667,000 | 2,414,000 | |||||
Defined benefit plan, discount rate gain | 2,360,000 | ||||||
Defined benefit plan fair value of plan assets | 76,000 | ||||||
Defined benefit plan, experience gains | 130,000 | ||||||
Other comprehensive income | 5,743,000 | 50,000 | |||||
Company contributions | 0 | 0 | |||||
Stock-based compensation | $ 238,000 | $ 217,000 | |||||
Weighted-average remaining vesting period | 3 years | ||||||
Stock option issued during the year | 14,600 | 13,000 | |||||
Discount rate used to determine pension benefit obligation | 3.97% | ||||||
Asset allocation for the pension plan by asset category | 100% | 100% | 100% | ||||
Term of options from the date of grant | 10 years | ||||||
Threshold period after ceases from employment for automatic termination of options | 3 months | ||||||
Threshold period after ceases from employment on account of disability for automatic termination of options | 1 year | ||||||
Threshold period after ceases from employment on account of death for automatic termination of options | 1 year | ||||||
Fair value of options | $ 252,000 | ||||||
Expected volatility | 38.04% | ||||||
Average risk-free interest rate | 1.46% | ||||||
Dividend yield | 0% | ||||||
Expected life | 7 years 6 months | ||||||
Accrued compensation expense related to the deferred stock units | $ 30,000 | $ 30,000 | |||||
Percentage of options exercisable | 100% | ||||||
Forecast | |||||||
BENEFIT PLANS | |||||||
Aggregate defined benefit pension plan | $ 283,000 | ||||||
Pbgc | |||||||
BENEFIT PLANS | |||||||
Lump sum payouts of pension benefits to former employees | 0 | 0 | |||||
Settlement | 7,597,000 | ||||||
Pension Plan | |||||||
BENEFIT PLANS | |||||||
Accrued pension costs | $ 747,000 | ||||||
Simple Internal Revenue Code Retirement Plan | |||||||
BENEFIT PLANS | |||||||
Defined contribution plan, maximum contribution percentage | 3% | ||||||
Company contributions | $ 74,000 | 55,000 | |||||
Board of Directors Chairman | |||||||
BENEFIT PLANS | |||||||
Share issued, price per share | $ 11.55 | ||||||
Director compensation non-cash expense | $ 90,000 | $ 90,000 | |||||
Weighted average | |||||||
BENEFIT PLANS | |||||||
Discount rate | 4.51% | 3.97% | |||||
Equity plan | |||||||
BENEFIT PLANS | |||||||
Stock-based compensation | $ 144,000 | $ 102,000 | |||||
Unrecognized compensation expense related to restricted shares | $ 104,000 | ||||||
Equity plan | President and Chief executive officer | |||||||
BENEFIT PLANS | |||||||
Stock option issued during the year | 50,000 | ||||||
Exercise price | $ 14.24 | ||||||
2016 Equity Plan | |||||||
BENEFIT PLANS | |||||||
Vested | 500,000 | ||||||
Non-vested | 280,773 | ||||||
Number of common stock issued under the equity plan | 108,961 | ||||||
Shares reserved for issuance | 110,266 | ||||||
2016 Equity Plan | Board of Directors Chairman | |||||||
BENEFIT PLANS | |||||||
Non cash compensation expense | $ 51,000 | $ 25,000 | |||||
Deferred common share units of the company under the equity plan | $ 30,000 | $ 30,000 | |||||
Share issued, price per share | $ 15.20 | ||||||
Issuance of restricted common stock (in shares) | 7,791 | 5,919 |
OTHER INCOME (Details)
OTHER INCOME (Details) | 12 Months Ended | |
Apr. 30, 2023 USD ($) a | Apr. 30, 2022 USD ($) | |
Other income | $ 1,803,000 | $ 261,000 |
Life insurance policy for a retired executive | ||
Other income | 30,000 | |
Minerals and mineral rights | ||
Other operating income | $ 1,803,000 | |
Surface acres of land held | a | 147 | |
Bankruptcy of a warranty provider | ||
Other income | 185,000 | |
Forgiveness of debt | ||
Other income | $ 45,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Current: | ||
Federal | $ 2,876 | |
State and local | $ 35 | 1,062 |
Total Current | 35 | 3,938 |
Deferred: | ||
Federal | (10,555) | 1,333 |
State and local | (3,629) | 433 |
Deferred Income Tax Expense (Benefit), Total | (14,184) | 1,766 |
Total (benefit) provision for income taxes | $ (14,149) | $ 5,704 |
INCOME TAXES - Components of th
INCOME TAXES - Components of the net deferred income taxes (Details) - USD ($) $ in Thousands | Apr. 30, 2023 | Apr. 30, 2022 |
Deferred income tax assets: | ||
State tax loss carryforwards | $ 2,921 | $ 4,199 |
U.S. federal NOL carryforward | 10,010 | 0 |
Accrued pension costs | 0 | 9 |
Vacation accrual | 9 | 14 |
Real estate basis differences | 3,233 | 3,441 |
Other | 284 | 230 |
Total deferred income tax assets | 16,457 | 7,893 |
Deferred income tax liabilities: | ||
Depreciable assets | (19) | |
Deferred gains on investment assets | (2,474) | (2,387) |
Prepaid pension costs | (576) | (363) |
Other | (43) | (36) |
Total deferred income tax liabilities | (3,112) | (2,786) |
Valuation allowance for realization of certain deferred income tax assets | (852) | (4,149) |
Net deferred income tax asset | $ 12,493 | $ 958 |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
INCOME TAXES | ||
Computed tax provision at statutory rate | $ 1,614 | $ 4,526 |
Increase (reduction) in tax resulting from: | ||
Deferred tax rate changes | 105 | (453) |
Change in valuation allowances | (3,297) | 183 |
State income taxes, net of federal income tax effect | (2,222) | 1,095 |
Permanent items | (13,057) | |
Other | 2,708 | 353 |
Total (benefit) provision for income taxes | $ (14,149) | $ 5,704 |
INCOME TAXES - Additional infor
INCOME TAXES - Additional information (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Income tax benefit for U.S. federal | $ 2,876,000 | |
Income tax benefit for New Mexico state | $ 35,000 | 1,062,000 |
Federal net operating loss carryforwards | 47,670,000 | |
Operating loss carryforwards state subject to expiration current | 55,930,000 | |
Unrecognized tax benefits, period increase (decrease) | 0 | 0 |
Income tax examination, penalties and interest accrued | 0 | $ 0 |
Valuation allowance, deferred tax asset, increase (decrease), amount | 3,297,000 | |
Palm Coast Data Holdco, Inc | ||
Operating tax loss | 62,180,000 | |
Income tax benefit for U.S. federal | 13,058,000 | |
Income tax benefit for New Mexico state | $ 3,013,000 |
LEASE COMMITMENTS (Details)
LEASE COMMITMENTS (Details) - USD ($) | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
Other Commitments [Line Items] | ||
Operating lease, right-of-use assets | $ 93,000 | $ 118,000 |
Operating Lease, Liability, Statement of Financial Position | Accounts payable and accrued expenses | Accounts payable and accrued expenses |
Operating Lease, Right-of-Use Asset, Statement of Financial Position | Other assets | Other assets |
Operating Lease Liability | $ 95,000 | $ 117,000 |
Operating Leases, Rent Expense | 56,000 | $ 30,000 |
2024 | 26,000 | |
2025 | 27,000 | |
2026 | 29,000 | |
After 2026 | 9,000 | |
Present value of lease liabilities | $ 83,000 | |
Weighted average remaining lease term of operating lease | 3 years 4 months 2 days | 4 years 4 months 2 days |
Weighted average discount rate of operating lease | 5.50% | 5.50% |
Minimum | ||
Other Commitments [Line Items] | ||
Non-cancelable operating lease term (in years) | 2 years | |
Maximum | ||
Other Commitments [Line Items] | ||
Non-cancelable operating lease term (in years) | 5 years |
STOCK REPURCHASES (Details)
STOCK REPURCHASES (Details) | 1 Months Ended |
Mar. 31, 2022 $ / shares shares | |
STOCK REPURCHASES | |
Repurchase of common stock (in shares) | shares | 2,096,061 |
Repurchase price per share | $ / shares | $ 10.45 |
INFORMATION ABOUT THE COMPANY_3
INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | |
INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS | ||
Revenues | $ 48,676 | $ 58,926 |
Net income | 21,790 | 15,862 |
Capital expenditures | 131 | 1,287 |
Total assets | 115,895 | 94,917 |
Land development | ||
INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS | ||
Revenues | 34,404 | 40,827 |
Net income | 13,331 | 15,322 |
Capital expenditures | 118 | 1,272 |
Total assets | 95,457 | 86,991 |
Homebuilding | ||
INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS | ||
Revenues | 14,272 | 11,201 |
Net income | 3,348 | 1,626 |
Capital expenditures | 13 | 15 |
Total assets | 6,105 | 5,631 |
Corporate operations | ||
INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS | ||
Revenues | 0 | 6,898 |
Net income | 5,111 | (1,086) |
Capital expenditures | 0 | 0 |
Total assets | $ 14,333 | $ 2,295 |