UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


⌧	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2021


◻	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 Incorporation or Organization		I.R.S. Employer Identification No.

850 West Chester Pike, Suite 205, Havertown, PA		19083
Address of Principal Executive Offices		Zip Code

(610) 487-0905

Registrant’s Telephone Number, Including Area Code

620 West Germantown Pike, Suite 175, Plymouth Meeting, PA 19462

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.10 par value	AXR	New York Stock Exchange

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 (the “Exchange Act”) 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 ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ◻	Accelerated filer ◻
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ◻ No ⌧

Number of Shares of Common Stock, par value $.10 per share, outstanding at September 9, 2021 – 7,336,370.

Table of Contents

AMREP CORPORATION AND SUBSIDIARIES

INDEX

		PAGE NO.
PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Balance Sheets July 31, 2021 (Unaudited) and April 30, 2021	2

	Consolidated Statements of Operations (Unaudited) Three Months Ended July 31, 2021 and 2020	3

	Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended July 31, 2021 and 2020	4

	Consolidated Statements of Shareholders’ Equity (Unaudited) Three Months Ended July 31, 2021 and 2020	5

	Consolidated Statements of Cash Flows (Unaudited) Three Months Ended July 31, 2021 and 2020	6

	Notes to Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 4.	Controls and Procedures	18

PART II. OTHER INFORMATION

Item 6.	Exhibits	19

SIGNATURE		20

EXHIBIT INDEX		21

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share and per share amounts)


	July 31,		April 30,
	2021		2021
	(Unaudited)
ASSETS
Cash and cash equivalents	$	23,274	$	24,801
Real estate inventory		61,298		55,589
Investment assets, net		13,479		13,582
Other assets		791		645
Deferred income taxes, net		2,261		2,749
TOTAL ASSETS	$	101,103	$	97,366

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses	$	3,700	$	4,458
Notes payable, net		6,377		3,448
Taxes payable, net		29		95
Accrued pension costs		255		476
TOTAL LIABILITIES		10,361		8,477

Shareholders’ Equity:
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 7,336,370 at July 31, 2021 and 7,323,370 at April 30, 2021		731		730
Capital contributed in excess of par value		45,221		45,072
Retained earnings		49,347		47,710
Accumulated other comprehensive loss, net		(4,557)		(4,623)
TOTAL SHAREHOLDERS’ EQUITY		90,742		88,889
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	101,103	$	97,366

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.

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AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months ended July 31, 2021 and 2020

(Amounts in thousands, except per share amounts)


	Three Months ended July 31,
	2021		2020
REVENUES:
Land sale revenues	$	7,190	$	3,487
Home sale revenues		2,411		—
Other revenues		906		719
Total revenues		10,507		4,206

COSTS AND EXPENSES:
Land sale cost of revenues		5,610		2,679
Home sale cost of revenues		1,914		—
General and administrative expenses		1,188		1,444
Total costs and expenses		8,712		4,123
Operating income		1,795		83

Interest income, net		1		6
Other income		230		650
Income before income taxes		2,026		739

Provision for income taxes		389		146
Net income	$	1,637	$	593

Basic earnings per share	$	0.22	$	0.07
Diluted earnings per share	$	0.22	$	0.07
Weighted average number of common shares outstanding – basic		7,346		8,151
Weighted average number of common shares outstanding – diluted		7,373		8,182

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.

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AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months ended July 31, 2021 and 2020

(Amounts in thousands)


	Three Months ended
	July 31,
	2021		2020
Net income	$	1,637	$	593
Other comprehensive income, net of tax:
Decrease in pension liability, net of tax ($31 in 2022 and $42 in 2021)		66		90
Other comprehensive income		66		90
Total comprehensive income	$	1,703	$	683

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.

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AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(Amounts in thousands)


				Capital				Accumulated		Treasury
				Contributed				Other		Stock,
	Common Stock			in Excess of		Retained		Comprehensive		at
	Shares	Amount		Par Value		Earnings		Loss		Cost		Total
Balance, May 1, 2021	7,323	$	730	$	45,072	$	47,710	$	(4,623)	$	—	$	88,889
Issuance of restricted common stock	13		1		149		—		—		—		150
Net income	—		—		—		1,637		—		—		1,637
Other comprehensive income	—		—		—		—		66		—		66
Balance, July 31, 2021	7,336	$	731	$	45,221	$	49,347	$	(4,557)	$	—	$	90,742

Balance, May 1, 2020	8,358	$	836	$	51,334	$	43,149	$	(6,467)	$	(4,215)	$	84,637
Issuance of restricted common stock	9		1		41		—		—		—		42
Net income	—		—		—		593		—		—		593
Other comprehensive income	—		—		—		—		90		—		90
Balance, July 31, 2020	8,367	$	837	$	51,375	$	43,742	$	(6,377)	$	(4,215)	$	85,362

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.

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AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months ended July 31, 2021 and 2020

(Amounts in thousands)


		Three Months ended July 31,