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, 2023


☐	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

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 12, 2023 – 5,271,309.

Table of Contents

AMREP CORPORATION AND SUBSIDIARIES

INDEX


PART I. FINANCIAL INFORMATION		PAGE NO.

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets July 31, 2023 (Unaudited) and April 30, 2023	2

	Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended July 31, 2023 and 2022	3

	Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended July 31, 2023 and 2022	4

	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) Three Months Ended July 31, 2023 and 2022	5

	Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended July 31, 2023 and 2022	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 4.	Controls and Procedures	19

PART II. OTHER INFORMATION

Item 5.	Other Information	20

Item 6.	Exhibits	21

SIGNATURE		22

EXHIBIT INDEX		23

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	July 31,		April 30,
	2023		2023
	(Unaudited)
ASSETS
Cash and cash equivalents	$	21,777	$	19,993
Real estate inventory		63,443		65,625
Investment assets, net		16,544		13,747
Other assets		2,562		3,249
Income taxes receivable		—		41
Deferred income taxes, net		11,857		12,493
Prepaid pension costs		724		747
TOTAL ASSETS	$	116,907	$	115,895

LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable and accrued expenses	$	4,460	$	4,851
Notes payable		41		44
Income taxes payable		48		—
TOTAL LIABILITIES		4,549		4,895

SHAREHOLDERS’ EQUITY:
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 5,271,309 at July 31, 2023 and 5,254,909 at April 30, 2023		526		526
Capital contributed in excess of par value		32,698		32,686
Retained earnings		77,964		76,618
Accumulated other comprehensive income (loss), net		1,170		1,170
TOTAL SHAREHOLDERS’ EQUITY		112,358		111,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	116,907	$	115,895

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

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months ended July 31, 2023 and 2022

(Amounts in thousands, except per share amounts)


	Three Months ended
	July 31,
	2023		2022
REVENUES:
Land sale revenues	$	6,658	$	5,172
Home sale revenues		3,402		5,439
Other revenues		229		96
Total revenues		10,289		10,707

COSTS AND EXPENSES:
Land sale cost of revenues, net		4,281		3,307
Home sale cost of revenues		2,391		3,663
Other cost of revenues		19		—
General and administrative expenses		1,575		1,171
Total costs and expenses		8,266		8,141
Operating income		2,023		2,566

Interest income, net		48		7
Income before income taxes		2,071		2,573

Provision for income taxes		725		661
Net income	$	1,346	$	1,912

Basic earnings per share	$	0.25	$	0.36
Diluted earnings per share	$	0.25	$	0.36
Weighted average number of common shares outstanding – basic		5,292		5,274
Weighted average number of common shares outstanding – diluted		5,325		5,296

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

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months ended July 31, 2023 and 2022

(Amounts in thousands)


	Three Months ended
	July 31,
	2023		2022
Net income	$	1,346	$	1,912
Other comprehensive income, net of tax:
Decrease in pension liability		—		97
Income tax effect		—		(31)
Decrease in pension liability, net of tax		—		66

Other comprehensive income		—		66
Total comprehensive income	$	1,346	$	1,978

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

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

Three Months ended July 31, 2023 and 2022

(Amounts in thousands)


				Capital				Accumulated
				Contributed				Other
	Common Stock			in Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Income (Loss)		Total
Balance, May 1, 2022	5,240	$	524	$	32,383	$	54,828	$	(4,573)	$	83,162
Issuance of restricted common stock	15		2		162		—		—		164
Compensation related to issuance of option to purchase common stock	—		—		13		—		—		13
Net income	—		—		—		1,912		—		1,912
Other comprehensive income	—		—		—		—		66		66
Balance, July 31, 2022	5,255	$	526	$	32,558	$	56,740	$	(4,507)	$	85,317

Balance, May 1, 2023	5,255	$	526	$	32,686	$	76,618	$	1,170	$	111,000
Issuance of restricted common stock	16		—