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 July 31, 1994
-----------------------------------------
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
-----------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oklahoma 59-0936128
-----------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Columbus Circle, New York, New York 10019
-----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)541-7300
-------------------
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 September 13, 1994 - 7,308,125.
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
INDEX
-----
PART I PAGE NO.
------ --------
Consolidated Financial Statements:
Balance Sheets
July 31, 1994 (Unaudited) and April 30, 1994 (Audited) 1
Statements of Operations and Retained Earnings (Unaudited)
Three Months Ended July 31, 1994 and 1993 2
Statements of Cash Flows (Unaudited)
Three Months Ended July 31, 1994 and 1993 3-4
Notes to Consolidated Financial Statements 5
Management's Discussion and Analysis 6
PART II
-------
Other Information 7
Signatures 8
Exhibit Index 9
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
July 31, 1994 and April 30, 1994
(Thousands, except par value and number of shares)
July 31, April 30,
1994 1994
--------- ---------
(Unaudited) (Audited)
ASSETS
------
Cash and temporary cash investments $ 6,531 $ 6,623
Receivables, net:
Real estate operations 10,337 13,122
Magazine circulation operations 36,351 34,281
Real estate inventory 69,076 71,102
Rental and other real estate projects 13,100 14,174
Investment property 8,571 8,604
Property, plant and equipment-at cost-
net of allowance for depreciation and
amortization: July - $11,043
April - $10,774 12,320 12,103
Other assets 13,265 13,643
Excess of cost of subsidiary over net
assets acquired 5,205 5,205
-------- --------
$174,756 $178,857
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable, deposits and
accrued expenses $ 31,611 $ 31,915
Notes payable:
Amounts due within one year 13,399 12,725
Amounts subsequently due 34,540 38,013
Project financing 5,082 6,205
Collateralized mortgage obligations 2,853 4,406
Deferred income taxes 24,793 24,164
-------- --------
112,278 117,428
-------- --------
Shareholders' equity:
Common stock - $.10 par value
authorized: 20,000,000 shares
issued: July - 7,305,125 shares
April - 7,297,625 shares 730 730
Capital contributed in excess of par value 44,474 44,435
Retained earnings 17,274 16,264
-------- --------
62,478 61,429
-------- --------
$174,756 $178,857
======== ========
See notes to consolidated financial statements.
-1-
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Three Months Ended July 31, 1994 and 1993
(Thousands, except shares and per share amounts)
1994 1993
------------ ------------
REVENUES
- - --------
Real estate operations:
Home and condominium sales $ 21,498 $ 16,774
Land sales 2,785 3,682
Rental projects - 1,395
------------ ------------
24,283 21,851
Magazine circulation operations 9,604 7,587
Interest and other operations 1,868 1,574
------------ ------------
35,755 31,012
------------ ------------
COSTS AND EXPENSES
- - ------------------
Real estate cost of sales 19,925 15,782
Operating expenses:
Magazine circulation operations 7,161 5,592
Rental projects 33 2,134
Real estate commissions and selling 1,491 1,410
Other operations 1,285 1,224
General and administratiave:
Real estate operations and corporate 2,126 1,857
Magazine circulation operations 1,248 1,307
Interest, net 809 683
------------ ------------
34,078 29,989
------------ ------------
Income before provision
for income taxes 1,677 1,023
PROVISION FOR INCOME TAXES 667 389
------------ ------------
Net income 1,010 634
RETAINED EARNINGS, beginning of period 16,264 13,892
------------ ------------
RETAINED EARNINGS, end of period $ 17,274 $ 14,526
============ ============
NET INCOME PER SHARE $ 0.14 $ 0.10
============ ============
Weighted average number of common
shares outstanding 7,303,821 6,619,319
============ ============
See notes to consolidated financial statements.
-2-
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Statements of Cash Flows (Unaudited) (Page 1 of 2)
Three Months Ended July 31, 1994 and 1993
(Thousands)
1994 1993
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from real estate operations
and other $ 29,018 $ 22,169
Cash received from magazine circulation
operations, net of publisher payments 12,271 5,001
Interest received 438 288
Cash paid to suppliers and employees (34,251) (20,924)
Cash paid to acquire land (28) --
Interest paid (1,555) (1,364)
Income taxes paid -- (117)
---------- ----------
Net cash provided by operating activities 5,893 5,053
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (506) (706)
Other, net (43) (30)
---------- ----------
Net cash used by investing activities (549) (736)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing 3,501 1,080
Principal debt payments (8,976) (7,602)
Proceeds from exercise of stock options 39 --
---------- ----------
Net cash used by financing activities (5,436) (6,522)
---------- ----------
Decrease in cash and temporary cash investments (92) (2,205)
CASH AND TEMPORARY CASH INVESTMENTS, beginning
of period 6,623 6,856
---------- ----------
CASH AND TEMPORARY CASH INVESTMENTS, end
of period $ 6,531 $ 4,651
========== ==========
-3-
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Statements of Cash Flows (Unaudited) (Page 2 of 2)
Three Months Ended July 31, 1994 and 1993
(Thousands)
1994 1993
---------- ----------
RECONCILIATION OF NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net income $ 1,010 $ 634
---------- ----------
Adjustments to reconcile net income to
net cash provided by operating activities -
Depreciation and amortization 1,461 1,219
Changes in assets and liabilities -
Receivables 715 (1,036)
Real estate inventory 2,026 (1,382)
Rental and other real estate projects 1,074 2,154
Investment property 33 476
Other assets (751) (1,027)
Accounts payable, deposits and
accrued expenses (304) 3,834
Deferred income taxes 629 181
---------- ----------
Total adjustments 4,883 4,419
---------- ----------
Net cash provided by
operating activities $ 5,893 $ 5,053
========== ==========
See notes to consolidated financial statements.
-4-
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Three Months Ended July 31, 1994 and 1993
Note 1: The consolidated financial statements included herein have
------- been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange
Commission. The consolidated financial statements reflect
all adjustments which are, in the opinion of management,
necessary to reflect a fair presentation of the results for
the interim periods presented. Certain information and
footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that
these consolidated financial statements be read in
conjunction with the consolidated financial statements and
the notes thereto included in the Company's latest annual
report on Form 10-K.
-5-
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations
July 31, 1994
FINANCIAL CONDITION
-------------------
One of the lenders under a line-of-credit for Real Estate
Operations agreed to increase this line by $2,000,000 and to
extend the maturity of the line to October 31, 1995. The Company
believes the remaining lines-of-credit will be renewed as they
mature.
RESULTS OF OPERATIONS
---------------------
The improvement in the results for the first quarter, as compared
to the similar period last year, reflects an increase in gross
profit from housing sales of approximately $650,000; an
improvement in the pretax income from Kable News operations of
approximately $290,000; and an increase of approximately $230,000
in income from interest and other operations due primarily to a
reversal of cost estimates which were not incurred. Also, the
first quarter of fiscal 1994 results include a loss of $739,000
from rental projects, principally The Classic at West Palm Beach,
compared to only $33,000 this year.
These operating improvements were offset by a decrease in gross
profit from land sales of approximately $970,000; and a $270,000
increase in general and administrative expenses related to real
estate and corporate, primarily due to cost related to early
redemption of four collateralized mortgage bond series and
increases in payroll and benefits.
The increase in gross profit from housing sales was due to
increased volume and increases in housing prices. The Company
closed 215 housing units in the first quarter fiscal 1995 compared
to 193 units in the similar period last year.
The increase in pretax income from Kable News operations in the
first quarter fiscal 1995 as compared to the similar period last
year (approximately $880,000 this year and $590,000 last year)
primarily reflects substantially improved results from newsstand
revenues primarily related to the acquisition of newsstand
distribution contracts of Capital Distributing Company in August
1993.
The increase in interest expense in the first quarter fiscal 1995
as compared to the similar period last year is primarily due to
increased borrowings related to real estate operations and Kable
News operations and an increase in the prime interest rate. This
increase was partially offset by capitalization of interest on
construction projects this year.
-6-
PART II
Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K.
------- ---------------------------------
(a). Exhibits
27. Financial Data Schedule.
(b). Reports on Form 8-K
No reports on Form 8-K were filed by Registrant
during the quarter ended July 31, 1994.
-7-
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: September 13, 1994 By: /s/ Anthony B. Gliedman
-----------------------
Chairman of the Board,
Chief Executive Officer
and President
Dated: September 13, 1994 By: /s/ Rudolph J. Skalka
----------------------
Vice President, Finance
and Principal Accounting
Officer
-8-
EXHIBIT INDEX
-------------
27. Financial Data Schedule
-9-