SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended January 31, 2001 -------------------------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to ______________________ Commission File Number 1-4702 AMREP Corporation - -------------------------------------------------------------------------------- Oklahoma 59-0936128 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 641 Lexington Avenue, Sixth Floor, New York, New York 10022 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 705-4700 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has subject to such filing requirements for the past 90 days. Yes X No ___________ Number of Shares of Common Stock, par value $.10 per share, outstanding at March 15, 2001 - 6,573,586. AMREP CORPORATION AND SUBSIDIARIES INDEX PART I. FINANCIAL INFORMATION PAGE NO. Item 1. Consolidated Financial Statements: Balance Sheets January 31, 2001 (Unaudited) and April 30, 2000 (Audited) 1 Statements of Operations and Retained Earnings (Unaudited) Three Months Ended January 31, 2001 and 2000 2 Statements of Operations and Retained Earnings (Unaudited) Nine Months Ended January 31, 2001 and 2000 3 Statements of Cash Flows (Unaudited) Nine Months Ended January 31, 2001 and 2000 4 Notes to Consolidated Financial Statements 5-6 Item 2. Management's Discussion and Analysis 7-10 Item 3. Quantitative and Qualitative Disclosures about Market Risk 10 PART II. OTHER INFORMATION Item 4. Other Information 11 Item 5. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 EXHIBIT INDEX 13 PART 1. FINANCIAL INFORMATION Item 1. Financial Statements AMREP CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (Thousands, except par value and number of shares) January 31, 2001 April 30, 2000 ---------------------- ------------------ (Unaudited) (Audited) ASSETS $ 8,735 $ 12,934 Cash and cash equivalents Receivables, net: Real estate operations 8,570 9,108 Magazine circulation operations 35,882 45,366 Real estate inventory 74,719 70,548 Property, plant and equipment, at cost, net of accumulated depreciation and amortization of $15,233 at January 31, 2001 and $14,032 at April 30, 2000. 17,012 17,852 Other assets 10,340 11,437 Excess of cost of subsidiary over net assets acquired 5,191 5,191 ---------------------- ------------------ $ 160,449 $ 172,436 ====================== ================== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable $ 16,312 $ 17,783 Deposits and accrued expenses 7,521 8,137 Notes payable: Amounts due within one year 38,915 15,599 Amounts subsequently due 5,126 31,312 ---------------------- ------------------ 44,041 46,911 Taxes payable: Amounts due (receivable) within one year 1,659 (1,002) Amounts subsequently due - 5,999 ---------------------- ------------------ 1,659 4,997 Deferred income taxes 2,027 2,627 ---------------------- ------------------ 71,560 80,455 ---------------------- ------------------ Commitments and Contingencies Shareholders' equity: Common stock, $.10 par value; shares authorized - 20,000,000; shares issued - 7,399,677 at January 31, 2001 and 7,398,677 issued at April 30, 2000 740 740 Capital contributed in excess of par value 44,935 44,930 Retained earnings 48,923 47,258 Treasury stock, at cost; 826,091 shares at January 31, 2001 and 158,327 shares at April 30, 2000 (5,709) (947) ---------------------- ------------------ 88,870 91,981 ---------------------- ------------------ $ 160,449 $ 172,436 ====================== ================== See notes to consolidated financial statements. 1 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended January 31, 2001 and 2000 (Thousands, except per share amounts) 2001 2000 ------------------ ------------------- REVENUES Real estate operations: Land sales $ 2,921 $ 4,465 Home and condominium sales 466 1,866 ------------------ ------------------- 3,387 6,331 Magazine circulation operations 11,786 13,451 Interest and other operations 858 1,372 ------------------ ------------------- 16,031 21,154 ------------------ ------------------- COSTS AND EXPENSES Real estate cost of sales: Land sales 1,976 3,237 Home and condominium sales 1,208 2,408 Operating expenses: Magazine circulation operations 11,830 11,512 Real estate commissions and selling 270 348 Other operations 1,045 1,732 General and administrative: Real estate operations and corporate 965 1,438 Magazine circulation operations 1,674 1,700 Interest, net 686 688 ------------------ ------------------- 19,654 23,063 ------------------ ------------------- Loss before income taxes (3,623) (1,909) BENEFIT FOR INCOME TAXES (4,949) (764) ------------------ ------------------- NET INCOME (LOSS) 1,326 (1,145) RETAINED EARNINGS, beginning of period 47,597 48,044 ------------------ ------------------- RETAINED EARNINGS, end of period $ 48,923 $ 46,899 ================== =================== EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED $ 0.20 $ (0.16) ================== =================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,600 7,240 ================== =================== See notes to consolidated financial statements. 2 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Nine Months Ended January 31, 2001 and 2000 (Thousands, except per share amounts) 2001 2000 ------------------ ------------------- REVENUES Real estate operations: Land sales $ 8,804 $ 24,809 Home and condominium sales 3,186 28,467 ------------------ ------------------- 11,990 53,276 Magazine circulation operations 36,855 40,314 Interest and other operations 2,787 3,912 ------------------ ------------------- 51,632 97,502 ------------------ ------------------- COSTS AND EXPENSES Real estate cost of sales: Land sales 4,501 17,580 Home and condominium sales 4,581 26,779 Operating expenses: Magazine circulation operations 31,953 32,710 Real estate commissions and selling 853 3,167 Other operations 2,171 3,714 General and administrative: Real estate operations and corporate 3,122 4,954 Magazine circulation operations 5,203 4,917 Interest, net 2,307 2,332 ------------------ ------------------- 54,691 96,153 ------------------ ------------------- (Loss) income before income taxes (3,059) 1,349 (BENEFIT) PROVISION FOR INCOME TAXES (4,724) 539 ------------------ ------------------- NET INCOME 1,665 810 RETAINED EARNINGS, beginning of period 47,258 46,089 ------------------ ------------------- RETAINED EARNINGS, end of period $ 48,923 $ 46,899 ================== =================== EARNINGS PER SHARE - BASIC AND DILUTED $ 0.25 $ 0.11 ================== =================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,717 7,300 ================== =================== See notes to consolidated financial statements. 3 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Nine Months Ended January 31, 2001 and 2000 (Thousands) 2001 2000 ----------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 1,665 $ 810 ----------------- ------------------ Adjustments to reconcile net income to net cash provided by operating activities - Depreciation and amortization 2,287 3,233 Non-cash credits and charges: (Gain) loss on disposition of fixed assets (192) 194 Inventory and joint venture valuation adjustments and other charges 1,672 2,604 Bad debt expense 2,107 1,268 Pension benefit accrual (489) (343) Expense recorded on issuance of treasury stock - 92 Changes in assets and liabilities - Receivables 7,915 9,792 Real estate inventory (5,343) 19,373 Other real estate investments - 1,440 Other assets 680 (339) Accounts payable, deposits and accrued expenses (2,087) (12,137) Taxes payable (3,338) (9,046) Deferred income taxes (600) 1,111 ----------------- ------------------ Total adjustments 2,612 17,242 ----------------- ------------------ Net cash provided by operating activities 4,277 18,052 ----------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,837) (1,771) Proceeds from sale of fixed assets 988 - ----------------- ------------------ Net cash used by investing activities (849) (944) ----------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from debt financing 16,990 17,043 Principal debt payments (19,860) (42,206) Proceeds from exercise of stock option 5 - Purchase of treasury stock (4,762) (857) ----------------- ------------------ Net cash used by financing activities (7,627) (29,020) ----------------- ------------------ Decrease in cash and cash equivalents (4,199) (12,739) CASH AND CASH EQUIVALENTS, beginning of period 12,934 23,553 ----------------- ------------------ CASH AND CASH EQUIVALENTS, end of period $ 8,735 $ 10,814 ================= ================== SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid - net of amounts capitalized $ 1,621 $ 2,431 ================= ================== Income taxes (refunded) paid $ (771) $ 8,364 ================= ================== See notes to consolidated financial statements. 4 AMREP CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Three Months Ended January 31, 2001 and 2000 (1) BASIS OF PRESENTATION The accompanying unaudited financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information. The April 30, 2000 balance sheet amounts have been derived from the April 30, 2000 audited financial statements of the Registrant. Since the accompanying consolidated financial statements do not include all the information and footnotes required by generally accepted accounting principles for consolidated financial statements, it is suggested that they be read in conjunction with the consolidated financial statements and notes thereto included in the Registrant's April 30, 2000 Annual Report on Form 10-K. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary to reflect a fair presentation of the results for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full fiscal year. (2) INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS: The following schedules set forth summarized data relative to the industry segments in which the Company operates for the three and nine month periods ended January 31, 2001 and 2000. THREE MONTH Land Home Building Distri- Corporate Sales (a) bution (b) Fulfillment and Other Consolidated January 2001 (Thousands): Revenues $ 3,275 $ 569 $ 3,146 $ 8,640 $ 401 $ 16,031 Expenses(excluding interest) 2,731 1,424 5,504 8,000 1,309 18,968 Interest expense, net 123 8 412 101 42 686 Pretax income (loss) ________ ________ _________ __________ _________ __________ contribution $ 421 $ ( 863) $ (2,770) $ 539 $ (950) $ (3,623) ======== ======== ========= ========== ========= ========== January 2000 (Thousands): Revenues $ 4,350 $ 2,586 $ 3,898 $ 9,553 $ 767 $ 21,154 Expenses(excluding interest) 4,026 3,689 4,214 8,998 1,448 22,375 Interest expense, net 167 7 367 131 16 688 _________ ________ _________ _________ _________ __________ contribution $ 157 $ (1,110) $ (683) $ 424 $ (697) $ (1,909) ========= ======== ========== ========= ========= =========== 5 Land Home Building Distri- Corporate Sales (a) bution (b) Fulfillment and Other Consolidated NINE MONTHS: January 2001 (Thousands): Revenues $ 9,918 $ 3,338 $ 10,553 $ 26,302 $ 1,521 $ 51,632 Expenses (excluding interest) 6,813 5,181 12,702 24,454 3,234 52,384 Interest expense, net 318 42 1,427 391 129 2,307 ________ _________ __________ __________ _________ __________ Pretax income (loss) contribution $ 2,787 $ (1,885) $ (3,576) $ 1,457 $ (1,842) $ (3,059) ======== ========= ========== ========== ========= ========== Identifiable assets $ 83,871 $ 3,273 $ 40,674 $ 18,230 $ 14,401 $ 160,449 _________________________________________________________________________________________________________________________________ January 2000 (Thousands): Revenues $ 26,096 $ 29,086 $ 12,677 $ 27,637 $ 2,006 $ 97,502 Expenses (excluding interest) 20,748 31,822 11,592 26,035 3,624 93,821 Interest expense, net 452 225 1,178 426 51 2,332 __________ _________ __________ __________ _________ ___________ Pretax income (loss) contribution $ 4,896 $ (2,961) $ (93) $ 1,176 $ (1,669) $ 1,349 =========== ============ ============= =========== =========== ============= Identifiable assets $ 76,569 $ 9,846 $ 48,356 $ 18,958 $ 15,858 $ 169,587 (a) Includes the effect of valuation adjustments and other charges of approximately $1.4 million and $1.9 million recorded in the three and nine month periods ended January 31, 2001, respectively, compared to $1.6 million and $3.4 million in the corresponding periods of the prior year. (b) Includes the effect of provisions for bad debt expense of approximately $1.9 million and $2.1 million recorded in the three and nine month periods ended January 31, 2001, respectively, compared to $.8 million and $1.3 million in the corresponding periods of the prior year. ( 3) DEBT FINANCING At January 31, 2001, Kable News Company was not in compliance with a financial covenant of the $40 million credit arrangement for its magazine circulation operations, which expires September 15, 2001. Approximately $25.3 million was outstanding under this line of credit at January 31, 2001 and approximately $23.3 million at March 16, 2001. The Company has guaranteed Kable's repayment obligation under this arrangement. The lenders have granted a waiver through May 1, 2001 for this event of non-compliance and Kable has agreed to several changes in the loan arrangement, the most significant of which is a reduction of the loan commitment amount from $40 million to $30 million. Management believes that this reduced commitment amount is sufficient for current operating requirements. Kable has advised its lenders that it does not expect to be in compliance with this covenant at May 1, 2001, and it intends to seek a further extension of the waiver beyond that date, but there can be no assurance that such an extension will be granted. 6 AMREP CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations for the Three and Nine Months ended January 31, 2001 and 2000 Total revenues were $16.0 million and $51.6 million for the three and nine month periods ended January 31, 2001, respectively, compared to $21.2 million and $97.5 million in the comparable periods of the prior year. As previously reported, the reduction in revenues in fiscal 2001 was partly due to the restructuring of the Company's real estate operations, including the continuing wind-down of homebuilding operations. Revenues from land sales were $2.9 million and $8.8 million in the three and nine month periods ended January 31, 2001, respectively, compared to $4.5 million and $24.8 million in the comparable periods of the prior year, as a result of decreased sales of residential lots to homebuilders and of commercial and industrial properties. Revenues from residential lot sales decreased to $2.5 million in the third quarter and $7.8 million in the nine month period ended January 31, 2001 from $3.3 million and $18.3 million in the comparable periods of the prior year, primarily because the prior year periods included several bulk lot sales to other homebuilders made as part of the Company's real estate restructuring plan, whereas there were no comparable sales of large tracts of land in the current year periods. In addition, revenues from the sale of commercial and industrial land were $400,000 and $1.0 million in the three and nine month periods ended January 31, 2001, respectively, compared to $1.2 million and $6.5 million in the comparable periods last year. The average gross profit percentage on land sales increased from 31% in both the third quarter and nine month periods of fiscal 2000 to 45% in the third quarter and 54% in the nine month period of fiscal 2001, mainly because the prior year included a higher percentage of sales of residential lots, including the bulk lot sales discussed above, which were generally at lower gross profit percentages than commercial and industrial land sales have historically achieved. Land sale revenues and related gross profits can vary from period to period as a result of the nature and timing of specific transactions, and thus prior results are not necessarily an indication of amounts that may be expected to occur in future periods. Revenues from housing sales decreased to $500,000 and $3.2 million in the third quarter and first nine months of fiscal 2001, respectively, from $1.9 million and $28.5 million in the same periods of the prior year, which principally reflected the effects of the restructuring of the Company's real estate operations discussed above. The Company delivered 2 and 11 homes in the third quarter and first nine months of fiscal 2001, respectively, compared to 11 and 186 homes in the same periods of fiscal 2000. At January 31, 2001, 9 homes remained to be sold, of which 6 were under contract. In addition, the third quarter and first nine month results included charges for valuation adjustments 7 and other reserves primarily associated with the wind-down of certain real estate projects outside of the Company's core market in Rio Rancho, New Mexico of approximately $1.4 million and $1.9 million, respectively, in fiscal 2001 compared to $1.6 million and $3.4 million in the comparable periods of the prior year. There was no other significant effect on net income resulting from the withdrawal from homebuilding between these periods, however, as the decline in homebuilding revenues and related gross profits in fiscal 2001 was substantially offset by a comparable decrease in homebuilding-related commissions, selling and general and administrative expenses. Revenues from Kable News Company's magazine circulation operations decreased to approximately $11.8 million and $36.9 million in the three and nine month periods ended January 31, 2001, respectively, as compared to $13.5 million and $40.3 million in the same periods last year, primarily due to a decrease in the magazine distribution segment. Revenues from Newsstand Distribution Services decreased approximately 19% in this year's third quarter and 17% for the nine month period compared to last year, primarily due to customer losses and decreased sales for existing customers, which reflected the continuation of adverse business conditions and the economic deterioration within the wholesaler and publisher ranks. Industry sales decreased approximately 7% in the 12 month period ended December 2000, and certain publishers, including clients of Kable, have either vacated Newsstand distribution or discontinued the production of a number of their titles, thus adversely affecting overall sales. In addition, revenues from Fulfillment Services decreased by 10% and 5% in the third quarter and first nine months of fiscal 2001, respectively, compared to the prior year, primarily as a result of the loss of sweepstakes processing business for one customer, which was partly offset by increased revenues from core fulfillment and other services. Also partly offsetting these revenue decreases was a corresponding decrease in magazine circulation operating expenses which, exclusive of bad debt expenses, decreased by 7% and 5% in the third quarter and first nine months of fiscal 2001, respectively. However, because of the adverse industry conditions discussed above in Newsstand Distribution Services, Kable was required to provide for additional reserves for bad debt expense in fiscal 2001, and as a result, bad debt expense increased from $800,000 and $1.3 million in the third quarter and first nine months of fiscal 2000, respectively, to $1.9 million and $2.1 million in the corresponding periods of the current year. Real estate commissions and selling expenses decreased in both the third quarter and first nine months of fiscal 2001 as a result of the wind-down of homebuilding operations and reduced land sales. Real estate and corporate general and administrative expenses also decreased in both periods of the current fiscal year due to the effects of the Company's restructuring, including the wind-down of homebuilding activities. General and administrative costs of magazine circulation operations were comparable to the prior year total in the third quarter of fiscal 2001, and increased moderately for the nine month period as a result of an increase in certain insurance costs. Interest expense was comparable to the same periods of fiscal 2000, as the effects of reduced borrowings were generally offset by higher interest rates. During the quarter ended January 31, 2001, the Company received final notification from the Internal Revenue Service ("IRS") of the amount due with 8 respect to certain outstanding tax issues related to IRS audits of the Company's 1993 and 1994 tax returns. On March 2, 2001, the Company made a payment of approximately $700,000 for all federal taxes and interest related to this matter, which is less than the amount which the Company had previously accrued on account thereof. As a result, the Company recognized a tax benefit of $3.5 million in the quarter ended January 31, 2001. In addition, the Company has reclassified the remaining liability balance of "Taxes payable-Amounts subsequently due", which principally represents an estimate of additional state taxes and interest due resulting from adjustments on IRS audits, to "Taxes payable-Amounts due within one year". LIQUIDITY AND CAPITAL RESOURCES During the past several years, the Company has financed its operations from internally generated funds from home and land sales and magazine circulation operations, and from borrowings under its various lines-of-credit and construction loan agreements. During the past two years, the Company has restructured its real estate operations by winding-down homebuilding activities and selling a portion of its landholdings in Colorado, California and Oregon. At January 31, 2001, inventories had increased to $74.7 million compared to $70.5 million at April 30, 2000 as a result of additional development of land in Rio Rancho, while notes payable had decreased to $44.0 million at January 31, 2001 compared to $46.9 million at April, 30, 2000, principally due to decreased borrowing in the magazine circulation operations. At January 31, 2001, Kable News Company was not in compliance with a financial covenant of the $40 million credit arrangement for its magazine circulation operations, which expires September 15, 2001. Approximately $25.2 million was outstanding under this line of credit at January 31, 2001 and approximately $23.3 million at March 16, 2001. The Company has guaranteed Kable's repayment obligation under this arrangement. The lenders have granted a waiver through May 1, 2001 for this event of non-compliance and Kable has agreed to several changes in the loan arrangement, the most significant of which is a reduction of the loan commitment amount from $40 million to $30 million. Management believes that this reduced commitment amount is sufficient for current operating requirements. Kable has advised its lenders that it does not expect to be in compliance with this covenant at May 1, 2001, and it intends to seek a further extension of the waiver beyond that date, but there can be no assurance that such an extension will be granted. In addition, Kable has been informed that participants representing approximately 50% of the committed credit have advised the lead bank that they do not wish to participate in an extension of the arrangement beyond September 15, 2001. The Company has initiated negotiations with the lead bank for an extension and modification of the existing arrangement, and is also in discussions with another potential lender; however, no agreements have been reached at this time and there are no assurances that the Company will be able to renegotiate or extend the terms of the credit agreement or find a replacement lender. 9 During the quarter ended January 31, 2001, the Company reacquired 38,610 shares of stock in connection with a severance agreement with a former officer of the Company at a cost of approximately $270,000. In the first two quarters of fiscal 2001, the Company reacquired approximately 629,000 shares of its stock at a cost of approximately $4.5 million. Statement of Forward-Looking Information Certain information included herein and in other Company statements, reports and filings with the Securities and Exchange Commission is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to Item 7 of the Annual Report on Form 10-K for a discussion of the assumptions and factors on which these statements are based. Any changes in the actual outcome of these assumptions and factors could produce significantly different results; accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Item 3. Quantitative and Qualitative Disclosures about Market Risk There have been no material changes to the Company's market risk for the three-month period ended January 31, 2001. See Item 7(A) of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2000 for additional information regarding quantitative and qualitative disclosures about market risk. 10 PART II. OTHER INFORMATION Item 4. Other Information The joint venture to conduct a periodicals supply business for a retail periodical sales store chain referred to as a pending transaction in Part I, Item 1 of the Registrant's Annual Report on Form 10-K for the fiscal year ended April 30, 2000 has been established. Exhibit 99(a) to this Quarterly Report is the press release issued by the Registrant's subsidiary, Kable News Company, Inc., announcing the venture. Item 5. Exhibits and Reports on Form 8-K (a) Exhibits: 4(a) Third Modification Agreement dated as of December 15, 2000 to the Loan Agreement dated as of September 15, 1998 between Kable News Company, Inc. and American National Bank and Trust Company of Chicago as Agent to all Lenders defined herein. 10(a) Employment Termination and Consulting Agreement and General Release dated January 17, 2001 between the Registrant and Mohan Vachani. 99 (a) Press release dated February 8, 2001. 27. Financial Data Schedule (b) Reports on Form 8-K: No reports on Form 8-K were filed by the Registrant during the quarter ended January 31, 2001. 11 FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMREP Corporation (Registrant) Dated: March 19, 2001 By: /s/ Mohan Vachani Mohan Vachani Senior Vice President, Chief Financial Officer Dated: March 19, 2001 By: /s/ Peter M. Pizza Peter M. Pizza Vice President, Controller 12 AMREP CORPORATION AND SUBSIDIARIES EXHIBIT INDEX 4 (a) Third Modification Agreement dated as of December 15, 2000 to the Loan Agreement dated as of September 15, 1998 between Kable News Company, Inc. and American National Bank and Trust Company of Chicago, as Agent and the Lenders, as defined therein. 10 (a) Employment Termination and Consulting Agreement and General Release dated January 17, 2001 between the Registrant and Mohan Vachani. 99 (a) Press release dated February 8, 2001. 27. Financial Data Schedule 13