AMREP Corp.

AMREP Corp. details

Ticker:AXR
Employees: 20

Filing

Table of Contents ​ ​ 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
October
31, 2022 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 Identification No. Incorporation or Organization 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
Dec
ember
7
, 2022 – 5,254,909. ​ ​ ​ Table of Contents AMREP CORPORATION AND SUBSIDIARIES INDEX PAGE ​
NO. PART I. FINANCIAL INFORMATION ​
​ ​ ​
​ ​ Item 1. Financial Statements
​ ​ ​ ​
​ ​ ​ Condensed Consolidated Balance Sheets
October
31, 2022 (Unaudited) and April 30, 2022
​ 2 ​ ​
​ ​ ​ Condensed Consolidated Statements of Operations (Unaudited) Three
and Six
Months Ended
October
31, 2022 and 2021 ​ 3 ​
​ ​ ​ Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three
and Six
Months Ended
October
31, 2022 and 2021 ​ 4 ​
​ ​ ​ Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) Three
and Six
Months Ended
October
31, 2022 and 2021 ​ 5 ​
​ ​ ​ Condensed Consolidated Statements of Cash Flows (Unaudited)
Six
Months Ended
October
31, 2022 and 2021
​ 6 ​ ​
​ ​ ​ Notes to Condensed Consolidated Financial Statements (Unaudited)
​ 7 ​ ​
​ ​ Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
​ 1
3
​ ​
​ Item 4. Controls and Procedures
​
20
​ ​
​ ​ PART II. OTHER INFORMATION ​
​ ​ ​
​ ​ Item 5. Other Information ​ 21 ​ ​
​ ​ Item 6. Exhibits
​
2
1 ​ ​
​ ​ SIGNATURE ​
2
2 ​ ​
​ ​ 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) ​ ​
​ ​ ​ ​ ​ ​ ​
​
October
31, ​ April 30, ​
​ 2022 ​ 2022 ​
(Unaudited) ​ ASSETS
​ ​ Cash and cash equivalents
​ $ 1
2,888
​ $ 15,721 Real estate inventory
​
70,
04
6
​ 67,249 Investment assets
​ 8,961 ​ 9,017 Other assets
​ 2,
851
​ 1,882 Deferred income taxes, net
​ ​
895
​ ​ 958 Prepaid pension costs
​
543
​ 90 TOTAL ASSETS
​ $ 96,
184
​ $ 94,917 ​
​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS’ EQUITY
​ ​ LIABILITIES:
​ ​ Accounts payable and accrued expenses
​ $
5,511
​ $ 6,077 Notes payable
​ 2
52
​ 2,030 Taxes payable, net
​
1,394
​ 3,648 TOTAL LIABILITIES
​
7,157
​ 11,755 ​
​ ​ ​ ​ ​ ​ SHAREHOLDERS' EQUITY:
​ ​ Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 5,254,909 at
October
31, 2022 and 5,240,309 at April 30, 2022 ​ 526 ​ ​ 524 Capital contributed in excess of par value
​ 32,5
70
​ 32,383 Retained earnings
​
60,361
​ 54,828 Accumulated other comprehensive loss, net
​ (4,
430
) ​ (4,573) TOTAL SHAREHOLDERS’ EQUITY
​ 8
9,02
7 ​ 83,162 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
​ $ 96,
184
​ $ 94,917 ​ The accompanying notes to
unaudited
condensed consolidated financial statements are an integral part of these
unaudited
condensed consolidated financial statements. ​ 2 Table of Contents AMREP CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three
and Six
Months ended
October
31, 2022 and 2021 (Amounts in thousands, except per share amounts) ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended ​ Six Months ended ​ ​ October 31, ​ October 31, ​ 2022 2021 2022 2021 REVENUES: ​ ​ ​ ​ Land sale revenues ​ $ 12,849 ​ $ 8,466 ​ $ 18,021 ​ $ 15,656 Home sale revenues ​ ​ 2,906 ​ ​ 819 ​ ​ 8,345 ​ ​ 3,230 Building sales and other revenues ​ 394 ​ 6,827 ​ 490 ​ 7,212 Total revenues ​ 16,149 ​ 16,112 ​ 26,856 ​ 26,098 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ COSTS AND EXPENSES: ​ ​ ​ ​ ​ ​ Land sale cost of revenues, net ​ 8,472 ​ 6,030 ​ 11,779 ​ 11,120 Home sale cost of revenues ​ ​ 2,051 ​ ​ 629 ​ ​ 5,714 ​ ​ 2,543 Building sales and other cost of revenues ​ — ​ 3,837 ​ — ​ 3,837 General and administrative expenses ​ 1,155 ​ 1,257 ​ 2,325 ​ 2,443 Total costs and expenses ​ 11,678 ​ 11,753 ​ 19,818 ​ 19,943 Operating income ​ ​ 4,471 ​ ​ 4,359 ​ ​ 7,038 ​ ​ 6,155 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest income, net ​ — ​ 2 ​ 6 ​ 1 Other income ​ — ​ 30 ​ — ​ 260 Income before income taxes ​ ​ 4,471 ​ ​ 4,391 ​ ​ 7,044 ​ ​ 6,416 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for income taxes ​ ​ 850 ​ ​ 1,065 ​ ​ 1,511 ​ ​ 1,453 Net income ​ $ 3,621 ​ $ 3,326 ​ $ 5,533 ​ $ 4,963 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic earnings per share ​ $ 0.69 ​ $ 0.45 ​ $ 1.05 ​ $ 0.67 Diluted earnings per share ​ $ 0.68 ​ $ 0.45 ​ $ 1.04 ​ $ 0.67 Weighted average number of common shares outstanding – basic ​ 5,281 ​ 7,361 ​ 5,277 ​ 7,354 Weighted average number of common shares outstanding – diluted ​ 5,307 ​ 7,383 ​ 5,302 ​ 7,378 ​ The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements. ​ ​ 3 Table of Contents AMREP CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three and Six Months ended October 31, 2022 and 2021 (Amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended ​ Six Months ended ​ ​ October 31, ​ October 31, ​ 2022 2021 2022 2021 Net income ​ $ 3,621 ​ $ 3,326 ​ $ 5,533 ​ $ 4,963 Other comprehensive income, net of tax: ​ ​ ​ ​ Decrease in pension liability ​ 110 ​ 98 ​ 207 ​ 195 Income tax effect ​ ​ (33) ​ ​ (31) ​ ​ (64) ​ ​ (62) Decrease in pension liability, net of tax ​ ​ 77 ​ ​ 67 ​ ​ 143 ​ ​ 133 Other comprehensive income ​ 77 ​ 67 ​ 143 ​ 133 Total comprehensive income ​ $ 3,698 ​ $ 3,393 ​ $ 5,676 ​ $ 5,096 ​ The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements. ​ 4 Table of Contents AMREP CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) Three and Six Months ended October 31, 2022 and 2021 (Amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contributed ​ ​ ​ ​ Other ​ ​ ​ ​ ​ Common Stock ​ in Excess of ​ Retained ​ Comprehensive ​ ​ ​ ​ Shares Amount Par Value Earnings Loss Total Balance, August 1, 2022 ​ 5,255 ​ $ 526 ​ $ 32,558 ​ $ 56,740 ​ $ (4,507) ​ $ 85,317 Compensation related to issuance of option to purchase common stock ​ — ​ ​ — ​ ​ 12 ​ ​ — ​ ​ — ​ ​ 12 Net income ​ — ​ ​ — ​ ​ — ​ ​ 3,621 ​ ​ — ​ ​ 3,621 Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 77 ​ ​ 77 Balance, October 31, 2022 ​ 5,255 ​ $ 526 ​ $ 32,570 ​ $ 60,361 ​ $ (4,430) ​ $ 89,027 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, August 1, 2021 ​ 7,336 ​ $ 731 ​ $ 45,221 ​ $ 49,347 ​ $ (4,557) ​ $ 90,742 Net income ​ — ​ ​ — ​ ​ — ​ ​ 3,326 ​ ​ — ​ ​ 3,326 Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 67 ​ ​ 67 Balance, October 31, 2021 ​ 7,336 ​ $ 731 ​ $ 45,221 ​ $ 52,673 ​ $ (4,490) ​ $ 94,135 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ — ​ ​ — ​ ​ 25 ​ ​ — ​ ​ — ​ ​ 25 Net income ​ — ​ ​ — ​ ​ — ​ ​ 5,533 ​ ​ — ​ ​ 5,533 Other comprehensive income — ​ ​ — ​ — ​ — ​ 143 ​ 143 Balance, October 31, 2022 5,255 ​ $ 526 ​ $ 32,570 ​ $ 60,361 ​ $ (4,430) ​ $ 89,027 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ — ​ ​ — ​ ​ — ​ ​ 4,963 ​ ​ — ​ ​ 4,963 Other comprehensive income ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ 133 ​ ​ 133 Balance, October 31, 2021 7,336 ​ $ 731 ​ $ 45,221 ​ $ 52,673 ​ $ (4,490) ​ $ 94,135 ​ The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements. ​ 5 Table of Contents AMREP CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months ended October 31, 2022 and 2021 (Amounts in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months ended October 31, ​ 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ Net income ​ $ 5,533 ​ $ 4,963 Adjustments to reconcile net income to net cash (used in) provided by operating activities: ​ ​ Depreciation ​ 22 ​ 204 Amortization of debt issuance costs ​ — ​ 34 Non-cash credits and charges: ​ ​ ​ ​ Share-based compensation ​ 87 ​ 47 Deferred income tax provision ​ — ​ 1,522 Net periodic pension cost ​ (247) ​ (246) Gain on debt forgiveness ​ ​ — ​ ​ (45) Changes in assets and liabilities: ​ ​ Real estate inventory and investment assets ​ (2,741) ​ (2,580) Other assets ​ (755) ​ (1,203) Accounts payable and accrued expenses ​ (578) ​ 300 Taxes payable, net ​ (2,255) ​ (66) Net cash (used in) provided by operating activities ​ (934) ​ 2,930 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ Proceeds from corporate-owned life insurance policy ​ — ​ 92 Capital expenditures of property and equipment ​ (121) ​ (11) Net cash (used in) provided by investing activities ​ (121) ​ 81 ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ ​ Proceeds from debt financing ​ 50 ​ 6,857 Principal debt payments ​ (1,828) ​ (4,292) Payments for debt issuance costs ​ — ​ (50) Net cash (used in) provided by financing activities ​ (1,778) ​ 2,515 ​ ​ ​ ​ ​ ​ ​ (Decrease) increase in cash and cash equivalents ​ (2,833) ​ 5,526 Cash and cash equivalents, beginning of period ​ 15,721 ​ 24,801 Cash and cash equivalents, end of period ​ $ 12,888 ​ $ 30,327 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL CASH FLOW INFORMATION: ​ ​ Income taxes refunded, net ​ $ — ​ $ 3 Interest paid ​ $ 49 ​ $ 87
​ The accompanying notes to
unaudited
condensed consolidated financial statements are an integral part of these
unaudited
condensed consolidated financial statements. ​ 6 Table of Contents AMREP CORPORATION AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited) Three
and Six Months Ended October
31, 2022 and 2021 (1) SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES The accompanying unaudited condensed consolidated financial statements have been prepared by AMREP Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The Company, through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales or activities outside the United States. Unless the context otherwise indicates, all references to the Company in this quarterly report on Form 10-Q include the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, considered necessary to reflect a fair
statement of the results for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of what may occur in future periods. Unless the context otherwise indicates, all references to 2023 and 2022 are to the fiscal years ending April 30, 2023 and 2022. The unaudited condensed consolidated financial statements herein should be read in conjunction with the Company’s annual report on Form 10-K for the year ended April 30, 2022, which was filed with the SEC on July 21, 2022 (the “2022 Form 10-K”). To better align with industry practice, the Company reclassified public improvement district reimbursements, private infrastructure covenant reimbursements and a portion of miscellaneous other revenues representing payment for impact fee credits within building sales and other revenues in the Company’s quarterly report on Form 10-Q for the quarter ended October 31, 2021 as a reduction to land sale cost of revenues in these unaudited condensed consolidated financial statements to conform to the current period presentation with no effect on net income or shareholders’ equity. Summary of Significant Accounting Policies The significant accounting policies used in preparing these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the 2022 Form 10-K, except as described in the following paragraph. Land sale cost of revenues, net includes all direct acquisition costs and other costs specifically identified with the property, including pre-acquisition costs and capitalized real estate taxes and interest, and an allocation of certain common development costs associated with the entire project. Common development costs include the installation of utilities and roads, and may be based upon estimates of cost to complete. The allocation of costs is based on the estimated relative sales value of the individual parcels of land being sold to the total expected sales value for the unsold parcels of land in the applicable portion of the subdivision. Estimates and cost allocations are reviewed on a regular basis until a project is substantially completed, and are revised and reallocated as necessary on the basis of current estimates. Amounts received from public improvement districts, private infrastructure covenants and payments for impact fee credits reduce the amount of land sale cost of revenues. New Accounting Pronouncements There are no new accounting standards or updates to be adopted that the Company currently believes might have a significant impact on its unaudited condensed consolidated financial statements. ​ ​ 7 Table of Contents (2) REAL ESTATE INVENTORY Real estate inventory consists of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 31, ​ April 30, ​ 2022 2022 Land held for development or sale in New Mexico ​ $ 60,032 ​ $ 59,374 Land held for development or sale in Colorado ​ 3,435 ​ 3,434 Homebuilding model inventory ​ ​ 1,005 ​ ​ 1,135 Homebuilding construction in process ​ ​ 5,574 ​ ​ 3,306 ​ ​ $ 70,046 ​ $ 67,249 ​ ​ (3) OTHER ASSETS Other assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ October 31, April 30, ​ ​ 2022 ​ 2022 Prepaid expenses ​ $ 1,211 ​ $ 366 Miscellaneous assets ​ ​ 274 ​ ​ 249 Property ​ ​ 1,250 ​ ​ 1,247 Equipment ​ ​ 358 ​ ​ 240 Less accumulated depreciation ​ ​ (242) ​ ​ (220) Property and equipment, net ​ ​ 1,366 ​ ​ 1,267 ​ ​ $ 2,851 ​ $ 1,882 ​ Prepaid expenses as of October 31, 2022 primarily consist of a cash collateralized performance guaranty related to land development, stock compensation, insurance and real estate taxes. Prepaid expenses as of April 30, 2022 primarily consist of insurance, stock compensation, real estate taxes and utility deposits. Amortized lease cost for right-of-use assets associated with the leases of office facilities was $6,000 and $24,000 for the three months ended October 31, 2022 and October 31, 2021 and $12,000 and $36,000 for the six months ended October 31, 2022 and October 31, 2021. Depreciation expense associated with property and equipment was $15,000 and $2,000 for the three months ended October 31, 2022 and October 31, 2021 and $22,000 and $3,000 for the six months ended October 31, 2022 and October 31, 2021. ​ (4) ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ October 31, April 30, ​ ​ 2022 ​ 2022 Real estate operations ​ ​ ​ ​ ​ ​ Accrued expenses ​ $ 1,587 ​ $ 1,238 Trade payable ​ 1,524 ​ 3,026 Customer deposits ​ ​ 1,986 ​ ​ 1,357 ​ ​ ​ 5,097 ​ ​ 5,621 Corporate operations ​ ​ 414 ​ ​ 456 ​ ​ $ 5,511 ​ $ 6,077 ​ ​ 8 Table of Contents (5) NOTES PAYABLE The following tables present information on the Company’s notes payable during the six months ended October 31, 2022 (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Principal Amount ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Available for ​ Outstanding ​ Principal ​ ​ ​ ​ New Borrowings ​ Principal Amount ​ Repayments ​ ​ ​ ​ October 31, ​ October 31, ​ April 30, ​ Three Months ended Loan Identifier ​ Lender ​ 2022 ​ 2022 2022 ​ October 31, 2022 Revolving Line of Credit ​ BOKF $ 4,177 $ — $ — ​ $ — La Mirada ​ BOKF ​ 1,877 ​ 204 ​ 2,030 ​ 1,826 Equipment Financing ​ DC ​ ​ — ​ ​ 48 ​ ​ — ​ ​ 2 ​ ​ ​ ​ ​ ​ $ 252 ​ $ 2,030 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Mortgaged Property Capitalized Interest ​ ​ ​ Interest Rate ​ Book Value ​ and Fees ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended ​ Scheduled Maturity Loan Identifier ​ October 31, 2022 ​ October 31, 2022 ​ October 31, 2022 ​ as of October 31, 2022 Revolving Line of Credit 6.91 % $ 1,693 ​ $ — ​ August 2025 La Mirada 6.14 % 8,912 ​ 28 ​ June 2024 Equipment Financing 2.35 % 50 ​ — ​ June 2028 ​ As of October 31, 2022, the Company was in compliance with the financial covenants contained in the loan documentation for the then outstanding notes payable. Except as described below, refer to Note 6 to the consolidated financial statements contained in the 2022 Form 10-K for additional detail about each of the above notes payable. Revolving Line of Credit . Refer to Note 6 to the consolidated financial statements contained in the 2022 Form 10-K for detail regarding the Loan Agreement (the “Loan Agreement”) entered into between BOKF, NA dba Bank of Albuquerque (“BOKF”) and AMREP Southwest Inc. (“ASW”), a subsidiary of AMREP Corporation, in which BOKF agrees to lend up to $4,000,000 to ASW on a revolving line of credit basis for general corporate purposes. In August 2022, ASW and BOKF entered into the Third Modification Agreement to the Loan Agreement and ASW entered into the First Amended and Restated Revolving Line of Credit Promissory Note in favor of BOKF. These documents resulted in the following changes to the revolving line of credit financing facility: (a) the maximum amount available for borrowing increased by $1,750,000 to a new total maximum amount of $5,750,000, (b) the interest rate on borrowed amounts is equal to the one-month secured overnight financing rate as administered by the CME Group Benchmark Administration Limited plus a spread of 3.15%, adjusted monthly, and (c) the scheduled maturity date of the loan is August 15, 2025. ASW incurred customary costs and expenses and paid certain fees to BOKF in connection with this modification. Equipment Financing . In June 2022, Rioscapes LLC (“Rioscapes”), a subsidiary of the Company, entered into a Loan Contract-Security Agreement with Deere & Company (“DC”). The loan is secured by a security interest in certain construction equipment. DC lent $50,000 to Rioscapes on a non-revolving line of credit basis to fund the acquisition of the construction equipment. ASW guaranteed Rioscapes’s obligations under the loan. The principal is payable monthly based on a 72-month amortization and the outstanding principal amount of the loan may be prepaid at any time without penalty. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to 2.35%. Rioscapes made certain representations and warranties in connection with this loan and is required to comply with various covenants, reporting requirements and other customary requirements for similar loans. The loan documentation contains customary events of default for similar financing transactions, including: Rioscapes’s failure to make principal, interest or other payments when due; the failure of Rioscapes to observe or perform its covenants under the loan documentation; the representations and warranties of Rioscapes being false; the insolvency or bankruptcy of Rioscapes or ASW; the merger by Rioscapes or ASW into another entity; and the sale by Rioscapes or ASW of substantially all of their assets. Upon the occurrence and during the continuance of an event of default, DC may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. Rioscapes incurred customary costs and expenses and paid certain fees to DC in connection with the loan. As of October 31, 2022, the Company had (a) a letter of credit outstanding under its Revolving Line of Credit in the principal amount of $1,323,000 in favor of a municipality guarantying the completion of improvements in a subdivision being constructed by the Company and (b) $250,000 reserved for credit card usage. As of October 31, 2022, the Company had loan reserves outstanding under its note payable for La Mirada in the aggregate principal amount of $2,364,000 in favor of a municipality guarantying the completion of 9 Table of Contents improvements in a subdivision being constructed by the Company. The amounts under the letter of credit and loan reserves are not reflected as outstanding principal in notes payable. The following table summarizes the notes payable scheduled minimum principal repayments subsequent to October 31, 2022 (in thousands): ​ ​ ​ ​ ​ Fiscal Year Scheduled Payments 2023 ​ $ 4 2024 ​ 8 2025 ​ 212 Thereafter ​ 28 Total ​ $ 252 ​ ​ (6) REVENUES Land sale revenues . Substantially all of the land sale revenues were received from four customers for each of the three and six months ended October 31, 2022 and three customers for each of the three and six months ended October 31, 2021. There were no outstanding receivables from these customers as of October 31, 2022 or October 31, 2021. Building sales and other revenues . Building sales and other revenues consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ​ Six Months ​ ​ ended October 31, ​ ended October 31, ​ 2022 2021 2022 2021 Sale of building ​ $ — ​ $ 6,750 ​ $ — ​ $ 6,750 Oil and gas royalties ​ ​ 49 ​ ​ 40 ​ ​ 106 ​ ​ 175 Miscellaneous other revenues ​ 345 ​ 37 ​ 384 ​ 287 ​ ​ $ 394 ​ $ 6,827 ​ $ 490 ​ $ 7,212 ​ The Company owned a 143,000 square foot warehouse and office facility located in Palm Coast, Florida during the three and six months ended October 31, 2021. Sale of building during the three and six months ended October 31, 2021 consists of the sale of this 143,000 square foot warehouse and office facility. Refer to Note 7 to the consolidated financial statements contained in the 2022 Form 10-K for additional detail about the categories of building sales and other revenues. Miscellaneous other revenues for the three and six months ended October 31, 2022 primarily consist of proceeds from the retention of deposits for certain terminated customer contracts. Miscellaneous other revenues for the three and six months ended October 31, 2021 primarily consist of rent received from a tenant at a building in Palm Coast, Florida and tenants at a shopping center in Albuquerque, New Mexico, a non-refundable option payment and proceeds from the sale of equipment. Major customers : ● There were four customers with revenues in excess of 10% of the Company’s revenues during the three months ended October 31, 2022. The revenues for each such customer during the three months ended October 31, 2022 were as follows: $ 4,400,000 , $ 4,000,000 , $ 2,000,000 and $ 1,900,000 , with each of these revenues reported in the Company’s land development business segment. ● There were three customers with revenues in excess of 10% of the Company’s revenues during the six months ended October 31, 2022. The revenues for each such customer during the six months ended October 31, 2022 were as follows: $ 4,400,000 , $ 4,200,000 and $ 4,000,000 , with each of these revenues reported in the Company’s land development business segment. ● There were three customers with revenues in excess of 10% of the Company’s revenues during the three months ended October 31, 2021. The revenues for each such customer during the three months ended October 31, 2021 were as follows: $ 3,700,000 , $ 2,400,000 and $ 1,700,000 , with each of these revenues reported in the Company’s land development business segment. 10 Table of Contents ● There were three customers with revenues in excess of 10% of the Company’s revenues during the six months ended October 31, 2021. The revenues for each such customer during the six months ended October 31, 2021 were as follows: $ 6,700,000 , $ 3,700,000 and $ 3,400,000 , with each of these revenues reported in the Company’s land development business segment. (7) COST OF REVENUES Land sale cost of revenues, net consist of (in thousands): ​ Three Months ended Six Months ended ​ ​ October 31, ​ October 31, ​ 2022 2021 2022 2021 Land sale cost of revenues ​ $ 9,155 ​ $ 6,154 ​ $ 12,986 ​ $ 11,765 Less: ​ ​ ​ ​ Public improvement district reimbursements ​ 34 ​ 15 ​ 325 ​ 239 Private infrastructure covenant reimbursements ​ 114 ​ 31 ​ 293 ​ 83 Payments for impact fee credits ​ 535 ​ 78 ​ 589 ​ 323 Land sale cost of revenues, net ​ $ 8,472 ​ $ 6,030 ​ $ 11,779 ​ $ 11,120 ​ Building sales and other cost of revenues during the three and six months ended October 31, 2021 consist of the sale of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida. (8) GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended October 31, ​ Six Months ended October 31, ​ 2022 2021 2022 2021 Land development ​ $ 642 ​ $ 677 ​ $ 1,249 ​ $ 1,261 Homebuilding ​ 274 ​ 212 ​ 531 ​ 399 Corporate ​ 239 ​ 368 ​ 545 ​ 783 ​ ​ $ 1,155 ​ $ 1,257 ​ $ 2,325 ​ $ 2,443 ​ ​ (9) BENEFIT PLANS Pension plan Refer to Note 11 to the consolidated financial statements contained in the 2022 Form 10-K for detail regarding the Company’s defined benefit pension plan. The Company recognizes the known changes in the funded status of the pension plan in the period in which the changes occur through other comprehensive income, net of the related income tax effect. The Company recorded, net of tax, other comprehensive income of $77,000 and $67,000 during the three months ended October 31, 2022 and October 31, 2021 and $143,000 and $133,000 during the six months ended October 31, 2022 and October 31, 2021 to account for the net effect of changes to the pension liability. The Company funds the pension plan in compliance with IRS funding requirements. The Company did not make any contributions to the pension plan during the three and six months ended October 31, 2022 or October 31, 2021. Equity compensation plan Refer to Note 11 to the consolidated financial statements contained in the 2022 Form 10-K for detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “Equity Plan”), including restricted common stock and an option to purchase shares of common 11 Table of Contents stock granted thereunder. The summary of the restricted share award activity during the six months ended October 31, 2022 presented below represents the maximum number of shares that could become vested after these dates: ​ ​ ​ ​ ​ ​ ​ ​ Number of Restricted share awards ​ Shares Non-vested as of April 30, 2022 21,500 Granted during the three months ended October 31, 2022 14,600 Vested during the three months ended October 31, 2022 (9,833) Forfeited during the three months ended October 31, 2022 — Non-vested as of October 31, 2022 26,267 ​ The Company recognized non-cash compensation expense related to the vesting of restricted shares of common stock net of forfeitures of $51,000 and $31,000 during the three months ended October 31, 2022 and October 31, 2021 and $87,000 and $47,000 during the six months ended October 31, 2022 and October 31, 2021. As of October 31, 2022 and October 31, 2021, there was $182,000 and $137,000 of unrecognized compensation expense related to restricted shares of common stock previously issued under the Equity Plan that had not vested as of those dates, which is expected to be recognized over the remaining vesting term not to exceed three years. ​ In November 2021, the Company granted Christopher V. Vitale, the President and Chief Executive Officer of the Company, an option to purchase 50,000 shares of common stock of the Company under the Equity Plan with an exercise price of $14.24 per share. As of October 31, 2022, the option had not been exercised, cancelled or forfeited. The Company recognized non-cash compensation expense related to the option of $12,000 and $25,000 during the three and six months ended October 31, 2022. As of October 31, 2022, the option was out-of-the-money and therefore was not included in “weighted average number of common shares outstanding – diluted” when calculating diluted earnings per share. The option could be dilutive to earnings per share in the future. Director compensation non-cash expense, which is recognized for the expected annual grant of deferred common share units to non-employee members of the Company’s Board of Directors ratably over the director’s service in office during the calendar year, was $23,000 and $22,000 during the three months ended October 31, 2022 and October 31, 2021 and $45,000 and $45,000 during the six months ended October 31, 2022 and October 31, 2021. As of October 31, 2022, there was $75,000 of accrued compensation expense related to the deferred stock units expected to be issued in December 2022. As of October 31, 2021, there was $75,000 of accrued compensation expense related to the deferred stock units issued in December 2021. ​ (10) OTHER INCOME There was no other income for the three and six months ended October 31, 2022. Other income for the three months ended October 31, 2021 consists of $30,000 received for a life insurance policy for a retired executive of the Company. Other income for the six months ended October 31, 2021 consists of $185,000 received in connection with a bankruptcy of a warranty provider, $45,000 of debt forgiveness with respect to a note payable and $30,000 received for a life insurance policy for a retired executive of the Company. ​ (11) INCOME TAXES During 2022, the Company expects to recognize a loss for tax purposes only related to worthless stock of Palm Coast Data Holdco, Inc. owned by the Company. Palm Coast Data Holdco, Inc. had previously been the owner of the Company’s fulfillment services business. The amount of the tax loss has not yet been determined. ​ (12) RISKS AND UNCERTAINTIES During the three and six months ended October 31, 2022, the Company has experienced supply chain constraints, increases in the prices of building materials, shortages of skilled labor and delays in municipal approvals and inspections in both the land development business segment and homebuilding business segment, which have caused delays in construction and the realization of revenues and increases in cost of revenues. In addition, in response to inflation, the Federal Reserve increased benchmark interest rates during 2022 and has signaled it expects additional future interest rate increases, which has resulted in a significant increase in mortgage interest rates during 2022, impacting home affordability and consumer sentiment and tempering demand for new homes and finished residential lots. The rising cost of housing due to increases in average sales prices in recent years and the recent increases in mortgage interest rates, coupled with general inflation in the U.S. economy and other macroeconomic factors, have placed additional pressure on overall housing affordability and have caused many potential home buyers to pause and reconsider their housing choices. Given the affordability 12 Table of Contents challenges described above and the resulting impact on demand, the Company has increased sales incentives on certain homes classified as homebuilding model inventory or homebuilding construction in process and slowed the pace of housing starts and land development projects. The Company believes these conditions will continue to impact the land development and homebuilding industries for at least the remainder of 2022. ​ (13) 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 operated for the periods indicated (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Land ​ ​ ​ ​ ​ ​ ​ ​ Development ​ Homebuilding ​ Corporate ​ Consolidated Three months ended October 31, 2022 (a) ​ ​ ​ ​ Revenues ​ $ 13,737 ​ $ 2,412 ​ $ — ​ $ 16,149 Net income (loss) ​ 3,003 ​ 818 ​ (200) ​ 3,621 Capital expenditures ​ ​ 6 ​ ​ — ​ ​ — ​ ​ 6 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended October 31, 2021 (a) ​ ​ ​ ​ Revenues ​ $ 8,621 ​ $ 689 ​ $ 6,802 ​ $ 16,112 Net income (loss) ​ 1,612 ​ 12 ​ 1,702 ​ 3,326 Capital expenditures ​ ​ — ​ ​ 10 ​ ​ — ​ ​ 10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended October 31, 2022 (a) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues ​ $ 19,904 ​ $ 6,952 ​ $ — ​ $ 26,856 Net income (loss) ​ ​ 4,265 ​ ​ 1,821 ​ ​ (553) ​ ​ 5,533 Capital expenditures ​ ​ 121 ​ ​ — ​ ​ — ​ ​ 121 Total assets as of October 31, 2022 ​ ​ 89,624 ​ ​ 7,074 ​ ​ (514) ​ ​ 96,184 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six months ended October 31, 2021 (a) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues ​ $ 16,561 ​ $ 2,639 ​ $ 6,898 ​ $ 26,098 Net income (loss) ​ ​ 3,418 ​ ​ 190 ​ ​ 1,355 ​ ​ 4,963 Capital expenditures ​ ​ — ​ ​ 11 ​ ​ — ​ ​ 11 Total assets as of October 31, 2021 ​ ​ 88,231 ​ ​ 3,357 ​ ​ 13,321 ​ ​ 104,909 (a) Revenue information provided for each segment may include amounts classified as other revenues in the accompanying unaudited condensed consolidated statements of operations. Corporate is net of intercompany eliminations. ​ Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations AMREP Corporation (the “Company”), through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales or activities outside the United States. Unless the context otherwise indicates, all references to the Company in this quarterly report on Form 10-Q include the Company and its subsidiaries. The following provides information that management believes is relevant to an assessment and understanding of the Company’s unaudited condensed consolidated results of operations and financial condition. The information contained in this Item 2 should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto included in this report on Form 10-Q and with the Company’s annual report on Form 10-K for the year ended April 30, 2022, which was filed with the Securities and Exchange Commission on July 21, 2022 (the “2022 Form 10-K”). Many of the amounts and percentages presented in this Item 2 have been rounded for convenience of presentation. Unless the context otherwise indicates, all references to 2023 and 2022 are to the fiscal years ending April 30, 2023 and 2022. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Management’s discussion and analysis of financial condition and results of operations is based on the accounting policies used and disclosed in the 2022 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of the 2022 Form 10-K and in Note 1 to the unaudited condensed consolidated financial statements included in this report on Form 10-Q. The preparation of those unaudited condensed
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consolidated financial statements required management to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual amounts or results could differ from those estimates and assumptions. The Company’s critical accounting policies, assumptions and estimates are described in Item 7 of Part II of the 2022 Form 10-K. There have been no changes in these critical accounting policies. Information concerning the Company’s implementation and the impact of recent accounting standards or updates issued by the Financial Accounting Standards Board is included in the notes to the consolidated financial statements contained in the 2022 Form 10-K. The Company did not adopt any accounting policy in the six months ended October 31, 2022 that had a material effect on its unaudited condensed consolidated financial statements. RESULTS OF OPERATIONS For the three months ended October 31, 2022, the Company had net income of $3,621,000, or $0.68 per diluted share, compared to net income of $3,326,000, or $0.45 per diluted share, for the three months ended October 31, 2021. For the six months ended October 31, 2022, the Company had net income of $5,533,000, or $1.04 per diluted share, compared to net income of $4,963,000, or $0.67 per diluted share, for the six months ended October 31, 2021. Revenues . The following presents information on revenues for the Company’s operations (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended October 31, Six Months ended October 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ % Increase ​ ​ ​ ​ ​ ​ ​ % Increase ​ ​ 2022 2021 (Decrease) 2022 2021 (Decrease) ​ Land sale revenues ​ $ 12,849 ​ $ 8,466 52 % $ 18,021 ​ $ 15,656 15 % Home sale revenues ​ 2,906 ​ 819 (a) ​ 8,345 ​ 3,230 (a) ​ Building sales and other revenues ​ 394 ​ 6,827 (a) ​ 490 ​ 7,212 (a) ​ Total ​ $ 16,149 ​ $ 16,112 — ​ $ 26,856 ​ $ 26,098 3 % ​ (a) Percentage not meaningful. During the three and six months ended October 31, 2022, the Company has experienced supply chain constraints, increases in the prices of building materials, shortages of skilled labor and delays in municipal approvals and inspections in both the land development business segment and homebuilding business segment, which have caused delays in construction and the realization of revenues and increases in cost of revenues. In addition, in response to inflation, the Federal Reserve increased benchmark interest rates during 2022 and has signaled it expects additional future interest rate increases, which has resulted in a significant increase in mortgage interest rates during 2022, impacting home affordability and consumer sentiment and tempering demand for new homes and finished residential lots. The rising cost of housing due to increases in average sales prices in recent years and the recent increases in mortgage interest rates, coupled with general inflation in the U.S. economy and other macroeconomic factors, have placed additional pressure on overall housing affordability and have caused many potential home buyers to pause and reconsider their housing choices. Given the affordability challenges described above and the resulting impact on demand, the Company has increased sales incentives on certain homes classified as homebuilding model inventory or homebuilding construction in process and slowed the pace of housing starts and land development projects. The Company believes these conditions will continue to impact the land development and homebuilding industries for at least the remainder of 2022. 14 Table of Contents ● Land sale revenues for the three months and six months ended October 31, 2022 were higher than the prior period by $4,383,000 and $2,365,000 primarily due to the availability of developed residential lots and the sale of commercial lots. The Company’s land sale revenues consist of (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended October 31, 2022 ​ Three Months ended October 31, 2021 ​ Acres Sold Revenue Revenue Per Acre1 Acres Sold Revenue Revenue Per Acre1 Developed ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential 16.8 ​ $ 10,886 ​ $ 648 14.6 ​ $ 8,466 ​ $ 580 Commercial 2.2 ​ 1,888 ​ 858 — ​ — ​ — Total Developed 19.0 ​ $ 12,774 ​ $ 672 14.6 ​ 8,466 ​ 580 Undeveloped 3.5 ​ 75 ​ 21 — ​ — ​ — Total 22.5 ​ $ 12,849 ​ $ 571 14.6 ​ $ 8,466 ​ $ 580 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months ended October 31, 2022 ​ Six Months ended October 31, 2021 ​ Acres Sold Revenue Revenue Per Acre1 Acres Sold Revenue Revenue Per Acre1 Developed ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Residential ​ 26.7 ​ $ 16,038 ​ $ 601 33.3 ​ $ 15,656 ​ $ 470 Commercial ​ 2.2 ​ 1,888 ​ 858 — ​ — ​ — Total Developed ​ 28.9 ​ $ 17,926 ​ $ 620 33.3 ​ 15,656 ​ 470 Undeveloped ​ 6.4 ​ 95 ​ 15 — ​ — ​ — Total 35.3 ​ $ 18,021 ​ $ 511 33.3 ​ $ 15,656 ​ $ 470 1 Revenue per acre may not calculate precisely due to the rounding of revenues to the nearest thousand dollars The change in the average selling price per acre of developed residential land for the three months ended October 31, 2022 compared to the three months ended October 31, 2021 and for the six months ended October 31, 2022 compared to the six months ended October 31, 2021 was primarily due to the location and mix of lots sold. ● Home sale revenues for the three and six months ended October 31, 2022 were higher than the prior periods by $2,087,000 and $5,115,000 due to the growth of the Company’s homebuilding operations despite supply chain constraints, shortages of skilled labor and delays in municipal approvals and inspections. The Company’s home sale revenues consist of (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended October 31, ​ Six Months ended October 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ % Increase ​ ​ ​ ​ ​ ​ ​ % Increase ​ ​ ​ 2022 2021 (Decrease) 2022 2021 (Decrease) ​ Homes sold ​ ​ 5 ​ ​ 3 ​ 66 % ​ 16 ​ ​ 11 ​ 45 % Average selling price ​ $ 581 ​ $ 273 ​ (a) ​ $ 522 ​ $ 294 ​ (a) ​ ​ (a) Percentage not meaningful. As of October 31, 2022, the Company had 32 homes in production, including 12 homes under contract, which homes under contract represented $6,300,000 of expected home sale revenues when closed, subject to customer cancellations and change orders. 15 Table of Contents ● Building sales and other revenues for the three and six months ended October 31, 2022 were lower than the prior periods by $6,433,000 and $6,722,000. Building sales and other revenues consist of (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended October 31, ​ Six Months ended October 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ % Increase ​ ​ ​ ​ ​ ​ ​ % Increase ​ ​ 2022 2021 (Decrease) 2022 2021 (Decrease) ​ Sale of building ​ $ — ​ $ 6,750 ​ (a) ​ $ — ​ $ 6,750 ​ (a) ​ Oil and gas royalties ​ ​ 49 ​ ​ 40 ​ 23 % ​ 106 ​ ​ 175 ​ (39) % Miscellaneous other revenues ​ 345 ​ 37 ​ (a) ​ 384 ​ 287 ​ (37) % Total ​ $ 394 ​ $ 6,827 ​ ​ ​ $ 490 ​ $ 7,212 ​ ​ ​ ​ (a) Percentage not meaningful. Refer to Note 7 to the consolidated financial statements contained in the 2022 Form 10-K for additional detail about the categories of building sales and other revenues. The Company owned a 143,000 square foot warehouse and office facility located in Palm Coast, Florida during the three and six months ended October 31, 2021. Sale of building during the three and six months ended October 31, 2021 consists of the sale of this 143,000 square foot warehouse and office facility. Miscellaneous other revenues for the three and six months ended October 31, 2022 primarily consist of proceeds from the retention of deposits for certain terminated customer contracts. Miscellaneous other revenues for the three and six months ended October 31, 2021 primarily consist of rent received from a tenant at a building in Palm Coast, Florida and tenants at a shopping center in Albuquerque, New Mexico, a non-refundable option payment and proceeds from the sale of equipment. Cost of Revenues . The following presents information on cost of revenues for the Company’s operations (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended October 31, ​ Six Months ended October 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ % Increase ​ ​ ​ ​ ​ ​ ​ % Increase ​ ​ 2022 2021 (Decrease) 2022 2021 (Decrease) ​ Land sale cost of revenues, net ​ $ 8,472 ​ $ 6,030 40 % $ 11,779 ​ $ 11,120 6 % Home sale cost of revenues ​ 2,051 ​ 629 (a) ​ 5,714 ​ 2,543 (a) ​ Building sales and other cost of revenues ​ ​ — ​ ​ 3,837 ​ (a) ​ ​ — ​ ​ 3,837 ​ (a) ​ ​ (a) Percentage not meaningful. ● Land sale cost of revenues, net consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended October 31, Six Months ended October 31, ​ ​ ​ ​ ​ ​ ​ ​ % Increase ​ ​ ​ ​ ​ ​ ​ % Increase ​ ​ 2022 2021 (Decrease) 2022 2021 (Decrease) Land sale cost of revenues ​ $ 9,155 ​ $ 6,154 49 % $ 12,986 ​ $ 11,765 10 % Less: ​ ​ ​ ​ ​ Public improvement district reimbursements ​ 34 ​ 15 (a) ​ 325 ​ 239 36 % Private infrastructure covenant reimbursements ​ 114 ​ 31 (a) ​ 293 ​ 83 (a) ​ Payments for impact fee credits ​ 535 ​ 78 (a) ​ 589 ​ 323 82 % Land sale cost of revenues, net ​ $ 8,472 ​ $ 6,030 ​ ​ ​ $ 11,779 ​ $ 11,120 ​ ​ (a) Percentage not meaningful. Land sale cost of revenues, net for the three and six months ended October 31, 2022 was higher than the prior periods by $2,442,000 and $659,000. Land sale gross margins were 34% and 35% for the three and six months ended October 31, 2022 compared to 29% for each of the three and six months ended October 31, 2021. If land sale cost of revenues was not reduced for amounts received from public improvement districts, private infrastructure covenants and payments for impact fee credits, land sale gross margins would have been 29% and 28% for the three and six months ended October 31, 2022 compared to 27% 16 Table of Contents and 25% for the three and six months ended October 31, 2021. The change in gross margin were primarily due to lower than estimated cost associated with certain completed projects and the location, size and mix of property sold. As a result of many factors, including the nature and timing of specific transactions and the type and location of land being sold, revenues, average selling prices and related gross margin from land sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods. ● Home sale cost of revenues for the three and six months ended October 31, 2022 were higher than the prior periods by $1,422,000 and $3,171,000 due to the location and amenities available in the communities. Home sale gross margins were 29% and 32% for the three and six months ended October 31, 2022 compared to 23% and 21% for the three and six months ended October 31, 2021. The increase in gross margin was primarily due to the location and mix of homes sold and to efficiencies gained during the expansion of the Company’s homebuilding operations. ● Building sales and other cost of revenues during the three and six months ended October 31, 2021 consists of the sale of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida. General and Administrative Expenses . The following presents information on general and administrative expenses for the Company’s operations (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months ended October 31, ​ Six Months ended October 31, ​ ​ ​ ​ ​ ​ ​ ​ ​ % Increase ​ ​ ​ ​ ​ ​ ​ % Increase ​ ​ 2022 2021 (Decrease) 2022 2021 (Decrease) ​ Land development ​ $ 642 ​ $ 677 (5) % $ 1,249 ​ $ 1,261 (1) % Homebuilding ​ 274 ​ 212 29 % 531 ​ 399 33 % Corporate ​ 239 ​ 368 (35) % 545 ​ 783 (30) % Total ​ $ 1,155 ​ $ 1,257 (8) % $ 2,325 ​ $ 2,443 (5) % ​ ● Land development general and administrative expenses for the three and six months ended October 31, 2022 were lower than the prior periods by $35,000 and $12,000 primarily due to a refund of certain property taxes. The Company did not record any non-cash impairment charges on real estate inventory or investment assets for the three and six months ended October 31, 2022 or October 31, 2021. Due to volatility in market conditions and development costs, the Company may experience future impairment charges. ● Homebuilding general and administrative expenses for the three and six months ended October 31, 2022 were higher than the prior periods by $62,000 and $132,000 primarily due to hiring additional employees. ● Corporate general and administrative expenses for the three and six months ended October 31, 2022 were lower than the prior periods by $129,000 and $238,000 primarily due to a decline in depreciation as a result of building sales in prior periods and a decrease in office rent. Interest income, net . Interest income, net for the six months ended October 31, 2022 was higher than the prior period by $5,000 primarily due to interest earned in connection with a refund of federal income taxes. Other income . Refer to Note 10 to the unaudited condensed consolidated financial statements included in this report on Form 10-Q for detail regarding other income. Provision for income taxes . The Company had a provision for income taxes of $850,000 and $1,511,000 for the three and six months ended October 31, 2022 compared to $1,065,000 and $1,453,000 for the three and six months ended October 31, 2021. The provision for income taxes correlated to the amount of income before income taxes during each period. LIQUIDITY AND CAPITAL RESOURCES AMREP Corporation is a holding company that conducts substantially all of its operations through subsidiaries. As a holding company, AMREP Corporation is dependent on its available cash and on cash from subsidiaries to pay expenses and fund operations. The 17 Table of Contents Company’s liquidity is affected by many factors, including some that are based on normal operations and some that are related to the real estate industry and the economy generally. The Company’s primary sources of funding for working capital requirements are cash flow from operations, bank financing for specific real estate projects, a revolving line of credit and existing cash balances. Land and homebuilding properties generally cannot be sold quickly, and the ability of the Company to sell properties has been and will continue to be affected by market conditions. The ability of the Company to generate cash flow from operations is primarily dependent upon its ability to sell the properties it has selected for disposition at the prices and within the timeframes the Company has established for each property. The development of additional lots for sale, construction of homes or pursuing other real estate projects may require financing, which may not be available on acceptable terms (or at all). If the Company is unable to obtain such financing, the Company’s results of operations could be adversely affected. Except as described below, there have been no material changes to the Company’s liquidity and capital resources as reflected in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2022 Form 10-K. Cash Flow . The following presents information on the cash flows for the Company (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Six Months Ended October 31, ​ % Increase ​ ​ 2022 2021 (Decrease) ​ Net cash provided by (used in) operating activities ​ $ (934) ​ $ 2,930 (a) ​ Net cash provided by (used in) investing activities ​ (121) ​ 81 (a) ​ Net cash provided by (used in) financing activities ​ (1,778) ​ 2,515 (a) ​ Increase (decrease) in cash, cash equivalents and restricted cash ​ $ (2,833) ​ $ 5,526 (a) ​ ​ (a) Percentage not meaningful. Operating Activities . Net cash provided by (used in) operating activities for the six months ended October 31, 2022 was lower than the prior period by $3,864,000 primarily due to the amount of change during each period in real estate inventory and investment assets, other assets, accounts payable and accrued expenses, taxes payable (receivable), net and the deferred income tax provision. Investing Activities . Net cash provided by (used in) investing activities for the six months ended October 31, 2022 was lower than the prior period by $202,000 primarily due to the purchase of equipment. Financing Activities . Net cash provided by (used in) financing activities for the six months ended October 31, 2022 was lower than the prior period by $4,293,000 primarily due to a reduction in proceeds from debt financing partially offset by a decrease in principal debt repayments. Notes payable decreased from $2,030,000 as of April 30, 2022 to $252,000 as of October 31, 2022 due to principal debt repayments. Refer to Note 5 to the unaudited condensed consolidated financial statements included in this report on Form 10-Q and Note 6 to the consolidated financial statements contained in the 2022 Form 10-K for detail regarding each of the Company’s notes payable. Asset and Liability Levels . The following presents information on certain asset and liability levels (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 31, April 30, % Increase ​ ​ 2022 ​ 2022 ​ (Decrease) Real estate inventory ​ $ 70,046 ​ $ 67,249 4 % Investment assets ​ 8,961 ​ 9,017 (1) % Other assets ​ 2,851 ​ 1,882 51 % Deferred income taxes, net ​ 895 ​ 958 (7) % Prepaid pension costs ​ 543 ​ 90 (a) ​ Accounts payable and accrued expenses ​ 5,511 ​ 6,077 (9) % Taxes payable, net ​ 1,394 ​ 3,648 (62) %
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(a) Percentage not meaningful. ​ ● Real estate inventory increased from April 30, 2022 to October 31, 2022 by $2,797,000. Real estate inventory consists of (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ October 31, April 30, % Increase ​ ​ 2022 ​ 2022 ​ (Decrease) Land inventory in New Mexico ​ $ 60,032 ​ $ 59,374 1 % Land inventory in Colorado ​ 3,435 ​ 3,434 — % Homebuilding model inventory ​ 1,005 ​ 1,135 (11) % Homebuilding construction in process ​ 5,574 ​ 3,306 69 % ​ ​ $ 70,046 ​ $ 67,249 ​ ​ ​ Land inventory in New Mexico increased from April 30, 2022 to October 31, 2022 by $658,000 primarily due to land development activity and the acquisition of land. Homebuilding model inventory decreased from April 30, 2022 to October 31, 2022 by $130,000 primarily due to the sale of homes partially offset by the completion of homes not yet sold. Homebuilding construction in process increased from April 30, 2022 to October 31, 2022 by $2,268,000 due to supply chain constraints, shortages of skilled labor and delays in municipal approvals and inspections causing construction cycle time to lengthen. ● Investment assets decreased from April 30, 2022 to October 31, 2022 by $56,000. Investment assets consist of land held for long-term investment. ● Other assets increased from April 30, 2022 to October 31, 2022 by $969,000 primarily due to prepaid expenses of a cash collateralized performance guaranty related to land development, stock compensation, insurance and real estate taxes. ● Deferred income taxes, net decreased from April 30, 2022 to October 31, 2022 by $63,000 primarily due to the income tax effect of the decrease in pension liability. During 2022, the Company expects to recognize a loss for tax purposes only related to worthless stock of Palm Coast Data Holdco, Inc. owned by the Company. Palm Coast Data Holdco, Inc. had previously been the owner of the Company’s fulfillment services business. The amount of the tax loss has not yet been determined. ● Accounts payable and accrued expenses decreased from April 30, 2022 to October 31, 2022 by $566,000 primarily due to the payment of invoices partially offset by an increase in customer deposits. ● Taxes payable, net decreased from April 30, 2022 to October 31, 2022 by $2,254,000 due to the payment of taxes. ● Prepaid pension costs of the Company’s frozen defined benefit pension plan increased from April 30, 2022 to October 31, 2022 by $453,000 primarily due to the funding levels of the plan. The Company recorded, net of tax, other comprehensive income of $77,000 and $143,000 for the three and six months ended October 31, 2022 and $67,000 and $133,000 for the three and six months ended October 31, 2021 reflecting the change in accrued pension costs during each period net of the related deferred tax and unrecognized prepaid pension amounts. Recent Accounting Pronouncements . Refer to
Note 1 to the consolidated financial statements contained in the 2022 Form 10-K for a discussion of recently issued accounting pronouncements. ​ 1
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Table of Contents Statement of Forward-Looking Information The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or oral statements that are “forward-looking”, including statements contained in this report and other filings with the Securities and Exchange Commission, reports to the Company’s shareholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, other written or oral statements, which constitute forward-looking statements, may be made by or on behalf of the Company. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”, “forecasts”, “may”, “should”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and contingencies that are difficult to predict. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are qualified by the cautionary statements in this section. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements. The forward-looking statements contained in this report include, but are not limited to, statements regarding (1) the Company’s ability to finance its future working capital, land development, homebuilding and capital expenditure needs, (2) the Company’s expected liquidity sources, (3) the
availability and utilization of existing bank financing, (4) the market conditions impacting the land development and homebuilding industries, including possible future increases in benchmark interest rates by the Federal Reserve and demand for new homes and finished residential lots, (5) the future business conditions that may be experienced by the Company, including the pace of the Company’s housing starts and land development projects, (6) the backlog of homes under contract and in production and the dollar amount of expected sales revenues when such homes are closed, (7) the timing of recognizing unrecognized compensation expense related to shares of common stock (and option related thereto) issued under the AMREP Corporation 2016 Equity Compensation Plan, (8) the future issuance of deferred stock units to directors of the Company and (9) the timing and amount of the recognition of a loss for tax purposes only related to worthless stock of Palm Coast Data Holdco, Inc. own
ed by the Company. The Company undertakes no obligation to update or publicly release any revisions to any forward-looking statement to reflect events, circumstances or changes in expectations after the date of such forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Chief Executive Officer and Vice President, Finance and Accounting, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. As a result of such evaluation, the Company’s Chief Executive Officer and Vice President, Finance and Accounting have concluded that such disclosure controls and procedures were effective as of
October
31, 2022 to provide reasonable assurance that the information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Vice President, Finance and Accounting, as appropriate, to allow timely decisions regarding disclosure. The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Changes in Internal Control over Financial Reporting No change in the Company’s system of internal control over “financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.
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Table of Contents PART II. OTHER INFORMATION Item
5. Other Information The following disclosure would otherwise be filed on Form 8-K under Item 5.03: On December 6, 2022, the Board of Directors of AMREP Corporation (the “Company”) amended the Bylaws of the Company effective as of December 7, 2022 to update the address of the Company’s registered agent in Oklahoma, to add provisions regarding virtual shareholder meetings, to add a new Section 11 to Article II of the Bylaws and to implement technical and administrative changes to the prior Bylaws. Section 11 provides advance notice and other procedural requirements for shareholder nominations of persons for the election of directors and for shareholder proposals of other business for shareholder action at meetings of the Company’s shareholders. The foregoing description of the amendments to the Bylaws is a summary only and is qualified in all respects by the complete text of the Bylaws. A copy of the Bylaws is attached hereto as Exhibit 3.1 and a copy of the Bylaws marked to show the amendments discussed above is attached hereto as Exhibit 3.2. Exhibits 3.1 and 3.2 attached hereto are incorporated herein by reference. ​ Item 6 .
Exhibits ​ Exhibit Number Description
3.1 ​ Bylaws, as amended. 3.2 ​ Bylaws (marked), as amended.
10.1 ​ Third Modification Agreement, dated as of August 15, 2022, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed August 16, 2022) 10.2 ​ First Amended and Restated Revolving Line of Credit Promissory Note, dated August 15, 2022, by AMREP Southwest Inc. in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed August 16, 2022) 31.1 ​ Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934 31.2 ​ Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934 32 ​ Certification required pursuant to 18 U.S.C. Section 1350 101.INS ​ Inline XBRL Instance Document 101.SCH ​ Inline XBRL Taxonomy Extension Schema 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase 104 ​ Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) ​ ​ ​ ​
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1 Table of Contents SIGNATURE 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. ​ Date:
Dec
ember
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, 2022 AMREP CORPORATION ​ (Registrant) ​ ​ ​ By: /s/ Adrienne M. Uleau ​ ​ Name: Adrienne M. Uleau ​ ​ Title: Vice President, Finance and Accounting ​ ​ (Principal Accounting Officer) ​ ​ 2
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Table of Contents EXHIBIT INDEX ​ Exhibit Number Description
3.1 ​ Bylaws, as amended. 3.2 ​ Bylaws (marked), as amended.
10.1 ​ Third Modification Agreement, dated as of August 15, 2022, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed August 16, 2022) 10.2 ​ First Amended and Restated Revolving Line of Credit Promissory Note, dated August 15, 2022, by AMREP Southwest Inc. in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed August 16, 2022) 31.1 ​ Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934 31.2 ​ Certification required by Rule 13a-14(a) under the Securities Exchange Act of 1934 32 ​ Certification required pursuant to 18 U.S.C. Section 1350 101.INS ​ Inline XBRL Instance Document 101.SCH ​ Inline XBRL Taxonomy Extension Schema 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase 104 ​ Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) ​ ​ ​ 2
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