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
October 31, 2002
For the quarterly period ended _________________________________________________
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 1-4704
-------
AMREP Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
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 been 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
October 31, 2002 - 6,580,612.
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
INDEX
-----
PART I. FINANCIAL INFORMATION PAGE NO.
- ------ -------
Item 1. Financial Statements:
Balance Sheets
October 31, 2002 and April 30, 2002 1
Statements of Operations and Retained Earnings
Three Months Ended October 31, 2002 and 2001 2
Statements of Operations and Retained Earnings
Six Months Ended October 31, 2002 and 2001 3
Statements of Cash Flows
Six Months Ended October 31, 2002 and 2001 4
Notes to Consolidated Financial Statements 5 - 6
Item 2. Management's Discussion and Analysis 7 - 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 9
Item 4. Controls and Procedures 9 - 10
PART II. OTHER INFORMATION
- -------
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURES 12
CERTIFICATIONS 13 - 18
EXHIBIT INDEX 19
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
- ------- --------------------
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets ( Unaudited )
(Thousands, except par value and number of shares)
October 31, April 30,
2002 2002
------------------ ------------------
ASSETS
- ------
Cash and cash equivalents $ 17,940 $ 15,744
Receivables, net:
Real estate operations 5,644 6,630
Magazine circulation operations 34,031 34,849
Real estate inventory 64,038 62,296
Property, plant and equipment, at cost,
net of accumulated depreciation and
amortization of $15,373 at October 31, 2002
and $14,499 at April 30, 2002 9,984 9,890
Assets held for sale - net 6,061 5,853
Other assets 9,603 9,235
Excess of cost of subsidiary over
net assets acquired 5,191 5,191
------------------ ------------------
$ 152,492 $ 149,688
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Accounts payable $ 25,093 $ 26,349
Accrued expenses 7,158 7,518
Notes payable:
Amounts due within one year 4,577 3,383
Amounts subsequently due 13,432 13,236
------------------ ------------------
18,009 16,619
Taxes payable 2,067 1,127
Deferred income taxes 4,596 4,596
------------------ ------------------
56,923 56,209
------------------ ------------------
Commitments and contingencies
Shareholders' equity:
Common stock, $.10 par value;
shares authorized - 20,000,000;
7,406,704 shares issued -
at October 31, 2002 and 7,399,704
at April 30, 2002 741 740
Capital contributed in excess of par value 44,980 44,935
Retained earnings 55,557 53,513
Treasury stock, at cost; 826,091 shares
at October 31, 2002 and April 30, 2002 (5,709) (5,709)
------------------ ------------------
95,569 93,479
------------------ ------------------
$ 152,492 $ 149,688
================== ==================
See notes to consolidated financial statements.
1
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Three Months Ended October 31, 2002 and 2001
(Thousands, except per share amounts)
2002 2001
------------------ -------------------
REVENUES
- --------
Magazine circulation operations $ 13,175 $ 13,112
Real estate operations 2,091 14,172
Interest and other operations 1,070 934
------------------ -------------------
16,336 28,218
------------------ -------------------
COSTS AND EXPENSES
- ------------------
Magazine circulation operating expenses 9,973 9,712
Real estate cost of sales 927 11,657
Real estate commissions and selling 191 452
Other operations 613 621
General and administrative:
Magazine circulation operations 1,648 1,630
Real estate operations and corporate 727 822
Interest expense, net 176 442
------------------ -------------------
14,255 25,336
------------------ -------------------
Income before income taxes 2,081 2,882
PROVISION FOR INCOME TAXES 832 1,153
------------------ -------------------
NET INCOME 1,249 1,729
RETAINED EARNINGS, beginning of period 54,308 49,450
------------------ -------------------
RETAINED EARNINGS, end of period $ 55,557 $ 51,179
================== ===================
NET INCOME PER SHARE - BASIC AND DILUTED $ 0.19 $ 0.26
================== ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,579 6,574
================== ===================
See notes to consolidated financial statements.
2
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Six Months Ended October 31, 2002 and 2001
(Thousands, except per share amounts)
2002 2001
------------------ -------------------
REVENUES
- --------
Magazine circulation operations $ 25,341 $ 24,710
Real estate operations 4,584 21,438
Interest and other operations 2,421 1,720
------------------ -------------------
32,346 47,868
------------------ -------------------
COSTS AND EXPENSES
- ------------------
Magazine circulation operating expenses 19,845 19,434
Real estate cost of sales 2,360 18,152
Real estate commissions and selling 321 602
Other operations 1,284 1,240
General and administrative:
Magazine circulation operations 3,380 3,400
Real estate operations and corporate 1,441 1,808
Interest expense, net 309 958
------------------ -------------------
28,940 45,594
------------------ -------------------
Income before income taxes 3,406 2,274
PROVISION FOR INCOME TAXES 1,362 910
------------------ -------------------
NET INCOME 2,044 1,364
RETAINED EARNINGS, beginning of period 53,513 49,815
------------------ -------------------
RETAINED EARNINGS, end of period $ 55,557 $ 51,179
================== ===================
NET INCOME PER SHARE - BASIC AND DILUTED $ 0.31 $ 0.21
================== ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,577 6,574
================== ===================
See notes to consolidated financial statements.
3
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended October 31, 2002 and 2001
(Thousands)
2002 2001
----------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 2,044 $ 1,364
----------------- ------------------
Adjustments to reconcile net income
to net cash provided by operating
activities -
Depreciation and amortization 1,516 1,267
Non-cash credits and charges:
Pension benefit accrual (7) (192)
Bad debt reserve 177 324
Changes in assets and liabilities -
Receivables 1,605 (7,329)
Real estate inventory (1,742) 11,871
Other assets (673) 1,017
Accounts payable and accrued expenses (1,641) 8,010
Taxes payable 940 787
----------------- ------------------
Total adjustments 175 15,755
----------------- ------------------
Net cash provided by
operating activities 2,219 17,119
----------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,459) (1,473)
----------------- ------------------
Net cash used by investing activities (1,459) (1,473)
----------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing 13,630 12,915
Principal debt payments (12,240) (29,035)
Proceeds from exercise of stock options 46 -
----------------- ------------------
Net cash provided ( used )
by financing activities 1,436 (16,120)
----------------- ------------------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 2,196 (474)
CASH AND CASH EQUIVALENTS,
beginning of period 15,744 15,941
----------------- ------------------
CASH AND CASH EQUIVALENTS, end of period $ 17,940 $ 15,467
================= ==================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid - net
of amounts capitalized $ 378 $ 915
================= ==================
Income taxes paid - net of refunds $ 422 $ 67
================= ==================
See notes to consolidated financial statements.
4
AMREP CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Six Months Ended October 31, 2002 and 2001
(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, 2002
balance sheet amounts have been derived from the April 30, 2002 audited
financial statements of the Registrant. Since the accompanying consolidated
financial statements do not include all the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements, it is suggested that they be read in conjunction with the
audited consolidated financial statements and notes thereto included in the
Registrant's 2002 Annual Report on Form 10-K. In the opinion of management, the
accompanying unaudited 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 tables set forth summarized data relative to the industry segments
in which the Company operates for the three and six month periods ended October
31, 2002 and 2001. Certain amounts included in "Interest and other operations"
on the Consolidated Statements of Operations are classified below within the
land operations and homebuilding segments, depending upon the nature of business
activity. In addition, certain prior year amounts with respect to corporate
allocations have been reclassified to conform to the 2002 presentation and
methodology of allocations.
<Table>
THREE MONTHS Land Home Corporate
Operations Building Distribution Fulfillment and Other Consolidated
---------- -------- ------------ ----------- --------- ------------
October 2002 (Thousands):
Revenues $ 2,524 $ 0 $ 4,028 $ 9,147 $ 637 $ 16,336
Expenses(excluding interest) 1,828 0 2,964 8,832 455 14,079
Interest expense, net 0 0 68 49 59 176
------------- ---------- ------------ ---------- ---------- -----------
Pretax income
contribution $ 696 $ 0 $ 996 $ 266 $ 123 $ 2,081
============= ========== ============ ========== ========== ===========
- ------------------------------------------------------------------------------------------------------------------
October 2001 (Thousands):
Revenues $ 13,852 $ 651 $ 4,191 $ 8,921 $ 603 $ 28,218
Expenses(excluding interest) 12,135 813 3,191 8,151 604 24,894
Interest expense, net 36 - 312 59 35 442
------------- ---------- ------------ ---------- ---------- -----------
Pretax income (loss)
contribution $ 1,681 $ (162) $ 688 $ 711 $ (36) $ 2,882
============= ========== ============ ========== ========== ===========
5
<Table>
SIX MONTHS Land Home Corporate
Operations Building Distribution Fulfillment and Other Consolidated
---------- -------- ------------ ----------- ---------- ------------
October 2002 (Thousands):
Revenues $ 5,353 $ 0 $ 7,520 $ 17,821 $ 1,652 $ 32,346
Expenses(excluding interest) 4,099 0 5,923 17,652 957 28,631
Interest expense, net 0 0 132 59 118 309
------------- ---------- ------------ ---------- ---------- -----------
Pretax income
contribution $ 1,254 $ 0 $ 1,465 $ 110 $ 577 $ 3,406
============= ========== ============ ========== ========== ===========
Identifiable assets $ 71,786 $ 0 $ 38,333 $ 23,082 $ 19,291 $ 152,492
- ------------------------------------------------------------------------------------------------------------------
October 2001 (Thousands):
Revenues $ 21,361 $ 667 $ 7,758 $ 16,952 $ 1,130 $ 47,868
Expenses(excluding interest) 19,652 924 6,474 16,360 1,226 44,636
Interest expense, net 81 - 663 142 72 958
------------- ---------- ------------ ---------- ---------- -----------
Pretax income (loss)
contribution $ 1,628 $ (257) $ 621 $ 450 $ (168) $ 2,274
============= ========== ============ ========== ========== ===========
Identifiable assets $ 70,951 $ 2,890 $ 47,215 $ 17,879 $ 19,950 $ 158,885
-----------------------------------------------------------------------------------------------------------------
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 Six Month Periods Ended October 31, 2002
- --------------------------------------------------------------------------------
and 2001
- --------
Revenues from magazine circulation operations were approximately $13.2 million
in the second quarter ended October 31, 2002 compared to $13.1 million in the
same period of the prior year, and for the six months ended October 31, 2002
increased 3% to approximately $25.3 million in the current year from $24.7
million in the prior year. Revenues from Newsstand Distribution Services
decreased approximately 4% and 3% for the three and six month periods ended
October 31, 2002, respectively, compared to the previous year, primarily due to
a modest decline in magazine sales rates. Revenues from Fulfillment Services
increased by 3% and 5% in the same periods of fiscal 2002 compared to the prior
year, due in large part to revenues associated with new customers and the
expansion of the product services line of fulfillment activity. Magazine
circulation operating expenses increased by 3% in the second quarter and 2% in
the six month period, principally due to the costs associated with the expansion
of the product services line.
Revenues from real estate operations were $2.1 million and $4.6 million for the
three and six month periods ended October 31, 2002, respectively, compared to
$14.2 million and $21.4 million in the comparable periods of the prior year. The
sharp decrease in revenue for both the three and six month periods of the
current fiscal year was the result of two large land sales made in the prior
year as part of the Company's restructuring of its real estate operations,
including a program to dispose of all real estate assets in markets outside of
New Mexico. Although these two large land sales in California and Colorado, (one
in the first quarter and the other in the second quarter) generated a
substantial amount of cash, the gross profits realized were marginal and, as a
result, the average gross profit percentage on all land sales was 19% and 16% in
the prior year's three and six month periods ended October 31, 2001, compared to
56% and 48% in the comparable periods of the current year. Gross profits on land
sales in the Company' principal market of Rio Rancho were 45% and 42% in the
three and six month periods of fiscal 2002, respectively, compared to 61% and
51% in the current year's comparable quarters, and increased because the current
year activity includes proportionately more sales from certain projects that
contribute a higher average gross profit. 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.
Real estate commissions and selling expenses decreased in both the three and six
month periods ended October 31, 2002 due to the decrease in sales activity, but
these expenses did not decrease in direct proportion to sales because the large
land sales which occurred in the prior year outside of New Mexico (discussed
above) had minimal variable costs. Real estate and corporate general and
7
administrative expenses decreased in both the three and six month periods due to
the effects of the Company's cost reduction and other budgetary control
measures, and general and administrative costs of magazine circulation
operations were generally comparable for the three and six month periods ended
October 31, 2002 and 2001.
Revenues associated with interest and other operations increased in both the
three and six month periods of the current fiscal year resulting from the
receipt of interest in connection with a federal tax refund claim and the sale
of certain real estate development impact fee credits, both of which occurred in
the first quarter, and the settlement with an insurance company of a claim filed
in a prior year that was finalized in the second quarter. Costs of these other
operations were generally comparable in both the three and six month periods
ended October 31, 2002 and 2001.
Interest expense net of amounts capitalized decreased in both the three and six
month periods ended October 31, 2002 as a result of lower average borrowing
levels in both real estate and magazine circulation operations as well as a
decrease in average interest rates.
Liquidity and Capital Resources
- -------------------------------
During the past several years, the Company has financed its operations from
internally generated funds from land sales and magazine circulation operations,
and from borrowings under its various lines-of-credit and development loan
agreements.
Cash Flows From Financing Activities
- ------------------------------------
The Company's subsidiaries have line of credit arrangements with several
financial institutions which are collateralized by various assets. Based upon
collateral availability, the Company's subsidiaries had an aggregate borrowing
availability of $30.6 million at October 31, 2002 against which $15.5 million
had been borrowed.
Kable News Company has an agreement with a bank which allows the Company to
borrow up to $20 million based upon a prescribed percentage of eligible accounts
receivable, as defined. At October 31, 2002, Kable had borrowing availability of
$16.9 million based upon available collateral, against which $7.0 million was
outstanding. Kable has an additional arrangement with another bank for a $4.6
million credit line to be used for specific capital expenditures and
collateralized by the equipment purchased. At October 31, 2002, the Company had
borrowed approximately $3.6 million under this agreement of which $3.4 million
remained outstanding, with principal payments due over a three to four year
term.
The Company has several loans to support real estate operations in New Mexico.
These loans are collateralized by certain real estate assets and are subject to
available collateral and various financial performance and other covenants. At
October 31, 2002, the maximum available under real estate lines-of-credit
totaled $9.3 million against which borrowings of $5.1 million were outstanding.
In addition, extensions on two lines of credit totaling $6.0 million were in
process.
8
Cash Flows From Operating Activities
- ------------------------------------
Inventories amounted to $62.3 million at April 30, 2002 compared to $64.0
million at October 31, 2002. This change is the net result of additional
development work at Rio Rancho, New Mexico. Receivables from magazine
circulation operations decreased moderately from $34.8 million at April 30, 2002
to $34.0 million at October 31, 2002 as a result of the timing of billings and
collections.
Application of Critical Accounting Policies
- -------------------------------------------
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. The significant estimates that affect the financial
statements of the Company include, but are not limited to, inventory valuation
judgments for real estate operations, sales percentage and magazine return
estimates for magazine circulation operations, and the recoverability of
long-term assets and amortization periods for all business operations. Actual
results could differ from those estimates. There has been no significant effect
on the financial condition or results of operations as a result of changes in
policies or estimates.
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 six
month period ended October 31, 2002. Refer to Item 7(A) of the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 2002 for additional
information regarding quantitative and qualitative disclosures about market
risk.
Item 4. Controls and Procedures
- --------------------------------
(a) Evaluation of Disclosure Controls and Procedures
During the 90-day period prior to the filing date of this report, management,
including the Company's Chief Financial Officer and other certifying Officers,
evaluated the effectiveness of the design and operation of the Company's
9
disclosure controls and procedures. Based upon, and as of the date of that
evaluation, the Certifying Officers concluded that the disclosure controls and
procedures were effective, in all material respects, to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act is recorded, processed, summarized, and reported as and when
required.
(b) Changes in Internal Controls
Internal controls were most recently evaluated in connection with the audit of
the Company's financial statements for the fiscal year ended April 30, 2002, and
there have been no significant changes in internal controls or in other factors
that could significantly affect those controls since that time.
10
PART II
-------
Other Information
-----------------
Item 1. Legal Proceedings
- ------- -----------------
The commencement of the lawsuit entitled "Northeast Sort & Fulfillment
Corp. v. Kable Fulfillment Services of Ohio, Inc.", was reported in subdivision
B of Item 3 of the Registrant's Annual Report on Form 10-K for the fiscal year
ended April 30, 2002. That lawsuit was settled and terminated in September 2002
without any cost to the Registrant or its subsidiaries.
Item 4. Submission of Matters to a Vote of Security Holders.
- ------- ----------------------------------------------------
The 2002 Annual Meeting of Shareholders of the Registrant was held
September 19, 2002.
At the meeting, Jerome Belson, Nicholas G. Karabots and Albert Russo were
reelected directors of the Registrant by the following votes:
For Withheld
--- --------
Jerome Belson 6,239,868 4,411
Nicholas G. Karabots 6,206,638 37,641
Albert Russo 6,235,848 8,431
The terms of office of Edward B. Cloues II, Lonnie A. Coombs, Samuel N.
Seidman and James Wall continued after the meeting.
Item 6. Exhibits and Reports on Form 8-K
- ------- ---------------------------------
(a) Exhibits
--------
99.1 Certification Pursuant to 18 U.S.C. Section 1350 as enacted by
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed by Registrant during the quarter ended
October 31, 2002.
11
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
AMREP CORPORATION
(Registrant)
Dated: December 16, 2002 By: /s/ Peter M. Pizza
------------------
Peter M. Pizza
Vice President
and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
12
CERTIFICATIONS
- --------------
I, Peter M. Pizza, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AMREP Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
13
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: December 16, 2002
/s/ Peter M. Pizza
- --------------------------------
Peter M. Pizza
Title: Chief Financial Officer
14
CERTIFICATIONS
- --------------
I, James Wall, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AMREP Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
15
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: December 16, 2002
/s/ James Wall
- ---------------
James Wall
Title: *
_______________________
* The Company is a holding company which does substantially all of its
business through two wholly-owned subsidiaries (and their subsidiaries).
Those wholly-owned subsidiaries are AMREP Southwest Inc. ("ASW") and Kable
News Company, Inc. ("Kable"). Mr. Wall is the principal executive officer
of ASW, and Mr. Duloc is the principal executive officer of Kable. The
Company has no chief executive officer and its only executive officers are
James Wall and Peter M. Pizza. Mr. Wall is a Senior Vice President of the
Company and Mr. Pizza is a Vice President and Chief Financial Officer of
the Company.
16
CERTIFICATIONS
- --------------
I, Michael P. Duloc, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AMREP Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
17
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: December 16, 2002
/s/ Michael P. Duloc
- --------------------
Michael P. Duloc
Title: *
_______________________
* The Company is a holding company which does substantially all of its
business through two wholly-owned subsidiaries (and their subsidiaries).
Those wholly-owned subsidiaries are AMREP Southwest Inc. ("ASW") and Kable
News Company, Inc. ("Kable"). Mr. Wall is the principal executive officer
of ASW, and Mr. Duloc is the principal executive officer of Kable. The
Company has no chief executive officer and its only executive officers are
James Wall and Peter M. Pizza. Mr. Wall is a Senior Vice President of the
Company and Mr. Pizza is a Vice President and Chief Financial Officer of
the Company.
18
AMREP CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- ------------------------------------------------------------
99.1 Certification Pursuant to 18 U.S.C. Section 1350 as enacted
by Section 906 of the Sarbanes-Oxley Act of 2002
19