Amrep Corp 10-Q for FY2025 Q2
Amrep Corp. (AXR)
About this 10-Q
Amrep Corp filed this 10-Q on December 13, 2024, covering the quarter ended October 31, 2024 (FY2025 Q2).
Headline figures
Quarter ended October 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $11.91M
- up 34.5% from $8.85M a year earlier
- Net income
- $4.04M
- up 264.8% from net income of $1.11M a year earlier
- Diluted EPS
- $0.75
- up 257.1% from $0.21 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to ___________
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
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State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | |
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Address of Principal Executive Offices | Zip Code |
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Registrant’s Telephone Number, Including Area Code |
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Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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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.
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).
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 ☐ |
Smaller reporting company | |
Emerging growth company |
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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
Number of Shares of Common Stock, par value $.10 per share, outstanding at December 10, 2024 –
AMREP CORPORATION AND SUBSIDIARIES
INDEX
| PAGE NO. | ||
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| Condensed Consolidated Balance Sheets October 31, 2024 (Unaudited) and April 30, 2024 | | 2 |
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| Notes to Condensed Consolidated Financial Statements (Unaudited) | | 7 |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations | | 16 | |
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| 25 | ||
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| 26 | ||
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| 28 | ||
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, | ||
| | 2024 | | 2024 | ||
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| (Unaudited) |
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ASSETS |
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Cash and cash equivalents | | $ | | | $ | |
Restricted cash | | | | | | |
Real estate inventory | |
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Investment assets, net | |
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Other assets | |
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Income taxes receivable | |
| — | |
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Deferred income taxes, net | | | | | | |
TOTAL ASSETS | | $ | | | $ | |
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LIABILITIES AND SHAREHOLDERS’ EQUITY | |
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LIABILITIES: | |
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Accounts payable and accrued expenses | | $ | | | $ | |
Notes payable | |
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Income taxes payable | |
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| — |
TOTAL LIABILITIES | |
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Commitments and Contingencies (Note 11) | | | | | | |
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SHAREHOLDERS’ EQUITY: | |
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Common stock, $ | |
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Capital contributed in excess of par value | |
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Retained earnings | |
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Accumulated other comprehensive income, net | |
| — | |
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TOTAL SHAREHOLDERS’ EQUITY | |
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | | | $ | |
The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.
2
AMREP CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three and Six Months Ended October 31, 2024 and 2023
(Amounts in thousands, except per share amounts)
| | Three Months ended October 31, | | Six Months ended October 31, | ||||||||
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| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
REVENUES: |
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Land sale revenues | | $ | | | $ | | | $ | | | $ | |
Home sale revenues | | | | | | | | | | | | |
Other revenues | |
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Total revenues | |
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COSTS AND EXPENSES: | |
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Land sale cost of revenues, net | |
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Home sale cost of revenues | | | | | | | | | | | | |
Other cost of revenues | |
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General and administrative expenses | |
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Total costs and expenses | |
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Operating income | | | | | | | | | | | | |
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Interest income, net | |
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Income before income taxes | | | | | | | | | | | | |
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Benefit (provision) for income taxes | | | | | | ( | | | ( | | | ( |
Net income | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Earnings per share – basic | | $ | | | $ | | | $ | | | $ | |
Earnings per share – diluted | | $ | | | $ | | | $ | | | $ | |
Weighted average number of common shares outstanding – basic | |
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Weighted average number of common shares outstanding – diluted | |
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The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.
3
AMREP CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Three and Six Months Ended October 31, 2024 and 2023
(Amounts in thousands)
| | Three Months ended | | Six Months ended | ||||||||
| | October 31, | | October 31, | ||||||||
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| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Net income | | $ | | | $ | | | $ | | | $ | |
Other comprehensive income, net of tax: | |
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Reclassification of the balance of accumulated other comprehensive income (loss) to a benefit for income taxes | | | ( | | | — | | | ( | | | — |
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Decrease in pension liability | |
| — | |
| — | |
| — | |
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Income tax effect | | | — | | | — | | | — | | | — |
Decrease in pension liability, net of tax | | | — | | | — | | | — | | | |
Other comprehensive income | |
| ( | |
| — | |
| ( | |
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Total comprehensive income | | $ | | | $ | | | $ | | | $ | |
The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.
4
AMREP CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
Three and Six Months Ended October 31, 2024 and 2023
(Amounts in thousands)
| | | | | | | Capital | | | | | Accumulated | | | | ||
| | | | | | | Contributed | | | | | Other | | | | ||
| | Common Stock | | in Excess of | | Retained | | Comprehensive | | | | ||||||
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| Shares |
| Amount |
| Par Value |
| Earnings |
| Income (Loss) |
| Total | |||||
Balance, August 1, 2023 | | | | $ | | | $ | | | $ | | | $ | | | $ | |
Stock compensation expense | | — | | | — | | | | | | — | | | — | | | |
Compensation related to issuance of option to purchase common stock | | — | | | — | | | | | | — | | | — | | | |
Net income | | — | | | — | | | — | | | | | | — | | | |
Balance, October 31, 2023 | | | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | | | |
Balance, August 1, 2024 | | | | $ | | | $ | | | $ | | | $ | | | $ | |
Stock compensation expense | | — | | | | | | | | | — | | | — | | | |
Compensation related to issuance of option to purchase common stock | | — | | | — | | | | | | — | | | — | | | |
Net income | | — | | | — | | | — | | | | | | — | | | |
Other comprehensive income | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance, October 31, 2024 | | | | $ | | | $ | | | $ | | | $ | — | | $ | |
| | | | | | | | | | | | | | | | | |
Balance, May 1, 2023 |
| | | $ | | | $ | | | $ | | | $ | | | $ | |
Issuance of restricted common stock | | | | | — | | | — | | | — | | | — | | | — |
Stock compensation expense | | — | | | — | | | | | | — | | | — | | | |
Compensation related to issuance of option to purchase common stock | | — | | | — | | | | | | — | | | — | | | |
Net income |
| — | | | — | | | — | | | | | | — | |
| |
Balance, October 31, 2023 |
| | | $ | | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | | | | | | |
Balance, May 1, 2024 | | | | $ | | | $ | | | $ | | | $ | | | $ | |
Issuance of restricted common stock | | | | | — | | | — | | | — | | | — | | | — |
Stock compensation expense | | — | | | | | | | | | — | | | — | | | |
Compensation related to issuance of option to purchase common stock | | — | | | — | | | | | | — | | | — | | | |
Net income | | — | | | — | | | — | | | | | | — | | | |
Other comprehensive income | | — | | | — | | | — | | | — | | | ( | | | ( |
Balance, October 31, 2024 |
| | | $ | | | $ | | | $ | | | $ | — | | $ | |
The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.
5
AMREP CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended October 31, 2024 and 2023
(Amounts in thousands)
| | Six Months Ended October 31, | ||||
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| 2024 |
| 2023 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income | | $ | | | $ | |
Adjustments to reconcile net income to net cash provided by operating activities: | |
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Depreciation | |
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Non-cash credits and charges: | |
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Stock-based compensation | |
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Deferred income tax provision | |
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Net periodic pension cost | |
| — | |
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Changes in assets and liabilities: | |
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Real estate inventory | |
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Investment assets, net | |
| ( | |
| ( |
Other assets | |
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Accounts payable and accrued expenses | |
| ( | |
| ( |
Income taxes payable (receivable), net | |
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Net cash provided by operating activities | |
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CASH FLOWS FROM INVESTING ACTIVITIES: | |
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Capital expenditures of property and equipment | |
| ( | |
| ( |
Purchase of short-term investments | | | — | | | ( |
Net cash used in investing activities | |
| ( | |
| ( |
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CASH FLOWS FROM FINANCING ACTIVITIES: | |
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Principal debt payments | |
| ( | |
| ( |
Net cash used in financing activities | |
| ( | |
| ( |
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Increase (decrease) in cash, cash equivalents and restricted cash | |
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| ( |
Cash, cash equivalents and restricted cash, beginning of period | |
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Cash, cash equivalents and restricted cash, end of period | | $ | | | $ | |
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SUPPLEMENTAL CASH FLOW INFORMATION: | |
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Income taxes refunded, net | | $ | | | $ | — |
The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.
6
AMREP CORPORATION AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements (Unaudited)
Three and Six Months Ended October 31, 2024 and 2023
(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
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 2025 and 2024 are to the fiscal years ending April 30, 2025 and 2024.
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, 2024, which was filed with the SEC on July 23, 2024 (the “2024 Form 10-K”). The significant accounting policies used in preparing these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the 2024 Form 10-K.
Recent Accounting Pronouncements:
| ● | In November 2023, the Financial Accounting Standards Board issued ASU 2023-07, Segment Reporting, which provides enhanced disclosures about significant segment expenses. ASU 2023-07 will be effective for the Company’s fiscal year ending April 30, 2025. The adoption of ASU 2023-07 by the Company is not expected to have a material effect on its consolidated financial statements. |
| ● | In November 2024, the Financial Accounting Standards Board issued ASU 2024-03, Disaggregation of Income Expenses, which provides for disclosure of certain disaggregated information about expense captions that are presented on the income statement. ASU 2024-03 will be effective for the Company’s fiscal year ending April 30, 2028. The adoption of ASU 2024-03 by the Company is not expected to have a material effect on its consolidated financial statements. |
There are no other 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.
(2) REAL ESTATE INVENTORY
Real estate inventory consists of (in thousands):
| | October 31, | | April 30, | ||
|
| 2024 |
| 2024 | ||
Land inventory in New Mexico | | $ | | | $ | |
Homebuilding model inventory | | | | | | |
Homebuilding construction in process | | | | | | |
Total | | $ | | | $ | |
Refer to Note 2 to the consolidated financial statements contained in the 2024 Form 10-K for detail regarding real estate inventory.
7
(3) INVESTMENT ASSETS
Investment assets, net consist of (in thousands):
|
| October 31, |
| April 30, | ||
| | 2024 | | 2024 | ||
Land held for long-term investment | | $ | | | $ | |
Owned real estate leased or intended to be leased | |
| | |
| |
Less accumulated depreciation | | | ( | | | ( |
Owned real estate leased or intended to be leased, net | | | | | | |
Total | | $ | | | $ | |
Refer to Note 3 to the consolidated financial statements contained in the 2024 Form 10-K for detail regarding investment assets. As of October 31, 2024,
(4) OTHER ASSETS
Other assets consist of (in thousands):
|
| October 31, |
| April 30, | ||
| | 2024 | | 2024 | ||
Prepaid expenses | | $ | | | $ | |
Miscellaneous assets | | | | | | |
Property | | | | | | |
Equipment | | | | | | |
Less accumulated depreciation of property and equipment | | | ( | | | ( |
Property and equipment, net | | | | | | |
Total | | $ | | | $ | |
Prepaid expenses as of October 31, 2024 primarily consist of land development cash collateralized performance guaranties and insurance. Prepaid expenses as of April 30, 2024 primarily consist of land development cash collateralized performance guaranties, insurance and income taxes. Amortized lease cost for right-of-use assets associated with leases of office facilities was $
(5) ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of (in thousands):
|
| October 31, |
| April 30, | ||
| | 2024 | | 2024 | ||
Land development and homebuilding operations | | | | | | |
Accrued expenses | | $ | | | $ | |
Trade payables | |
| | |
| |
Customer deposits | | | | | | |
| | | | | | |
Corporate operations | | | | | | |
Total | | $ | | | $ | |
8
(6) NOTES PAYABLE
The following tables present information on the Company’s notes payable in effect as of October 31, 2024 (dollars in thousands):
| | |
| Principal Amount |
| | | | | | |
| | | | Available for | | Outstanding | |||||
| | | | New Borrowings | | Principal Amount | |||||
| | | | October 31, | | October 31, | | April 30, | |||
Loan Identifier | | Lender | | 2024 | | 2024 |
| 2024 | |||
Revolving Line of Credit | | BOKF |
| $ | |
| $ | — |
| $ | — |
Equipment Financing | | DC | | | — | | | | | | |
Total | | | | $ | | | $ | | | $ | |
| | October 31, 2024 | |||||
| | Interest | | Mortgaged Property | | Scheduled | |
Loan Identifier |
| Rate |
| Book Value |
| Maturity | |
Revolving Line of Credit |
| | % | $ | | | August 2025 |
Equipment Financing |
| | % |
| | | June 2028 |
| | Principal Repayments | ||||||||||
| | Three Months Ended | | Six Months Ended | ||||||||
| | October 31, | | October 31, | ||||||||
Loan Identifier |
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Revolving Line of Credit | | $ | — | | $ | — | | $ | — | | $ | — |
Equipment Financing | |
| | |
| | |
| | |
| |
Total | | $ | | | $ | | | $ | | | $ | |
| | Capitalized Interest and Fees | ||||||||||
| | Three Months Ended | | Six Months Ended | ||||||||
| | October 31, | | October 31, | ||||||||
Loan Identifier |
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Revolving Line of Credit | | $ | — | | $ | — | | $ | — | | $ | — |
Equipment Financing | |
| — | |
| — | |
| — | |
| — |
Total | | $ | — | | $ | — | | $ | — | | $ | — |
As of October 31, 2024, the Company and its subsidiaries were in compliance with the financial covenants contained in the loan documentation for the then outstanding notes payable. Refer to Note 6 to the consolidated financial statements contained in the 2024 Form 10-K for detail about the above notes payable.
As of October 31, 2024, the Company had (a) one letter of credit outstanding under its Revolving Line of Credit in the aggregate principal amount of $
The following table summarizes the notes payable scheduled principal repayments subsequent to October 31, 2024 (in thousands):
Fiscal Year |
| Scheduled Payments | |
2025 | | $ | |
2026 | |
| |
2027 | | | |
2028 | |
| |
Thereafter | |
| |
Total | | $ | |
9
(7) REVENUES
Land sale revenues. Land sale revenues are sales of developed residential land, developed commercial land and undeveloped land.
Home sale revenues. Home sale revenues are sales of homes constructed and sold by the Company.
Other revenues.
| | Three Months Ended | | Six Months Ended | ||||||||
| | October 31, | | October 31, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Landscaping revenues | | $ | | | $ | | | $ | | | $ | |
Miscellaneous other revenues | |
| | |
| | |
| | |
| |
Total | | $ | | | $ | | | $ | | | $ | |
Refer to Note 7 to the consolidated financial statements contained in the 2024 Form 10-K for detail about the categories of other revenues.
Miscellaneous other revenues for the three and six months ended October 31, 2024 primarily consist of extension fees for purchase contracts and residential rental revenues. Miscellaneous other revenues for the three and six months ended October 31, 2023 primarily consist of extension fees for purchase contracts, forfeited deposits and residential rental revenues.
Major customers:
| ● | Substantially all of the land sale revenues were received from |
| ● | There were |
| ● | There were |
10
(8) COST OF REVENUES
Land sale cost of revenues, net consists of (in thousands):
|
| Three Months Ended |
| Six Months Ended | ||||||||
| | October 31, | | October 31, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Land sale cost of revenues | | $ | | | $ | | | $ | | | $ | |
Less: | |
| | | | | | | | | | |
Public improvement district reimbursements | |
| — | | | ( | | | ( | | | ( |
Private infrastructure covenant reimbursements | |
| ( | | | ( | | | ( | | | ( |
Payments for impact fee credits | |
| ( | | | ( | | | ( | | | ( |
Land sale cost of revenues, net | | $ | | | $ | | | $ | | | $ | |
Refer to Note 8 to the consolidated financial statements contained in the 2024 Form 10-K for detail about land sale cost of revenues.
Home sale cost of revenues includes costs for residential homes that were sold.
Other cost of revenues for the three and six months ended October 31, 2024 and October 31, 2023 consists of the cost of goods sold for landscaping services.
(9) GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses consist of (in thousands):
| | Three Months Ended | | Six Months Ended | ||||||||
| | October 31, | | October 31, | ||||||||
|
| 2024 |
| 2023 |
| 2024 |
| 2023 | ||||
Land development | | $ | | | $ | | | $ | | | $ | |
Homebuilding | |
| | | | | | | | | | |
Corporate | | | | | | | | | | | | |
Total | | $ | | | $ | | | $ | | | $ | |
(10) BENEFIT PLANS
401(k)
Refer to Note 11 to the consolidated financial statements contained in the 2024 Form 10-K for detail regarding the Company’s 401(k) plan and Simple IRA plan. The Company accrued $
11
Equity compensation plan
Refer to Note 11 to the consolidated financial statements contained in the 2024 Form 10-K for detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “Equity Plan”). The summary of the restricted share award activity for the six months ended October 31, 2024 presented below represents the maximum number of shares that could become vested after that date:
|
| Number of |
Restricted share awards | | Shares |
Non-vested as of April 30, 2024 |
| |
Granted during the six months ended October 31, 2024 |
| |
Vested during the six months ended October 31, 2024 |
| ( |
Forfeited during the six months ended October 31, 2024 |
| — |
Non-vested as of October 31, 2024 |
| |
The Company recognized non-cash compensation expense related to the vesting of restricted shares of common stock net of forfeitures of $
Refer to Note 11 to the consolidated financial statements contained in the 2024 Form 10-K for detail regarding the option to purchase
Director compensation non-cash expense, which is recognized for the annual grant of deferred common share units to non-employee members of the Company’s Board of Directors ratably over each director’s service in office during the calendar year, was $
Pension Plan
In connection with the termination of the Company’s defined benefit pension plan, $
(11) COMMITMENTS AND CONTINGENCIES
Warranty Reserves
The Company’s homebuilding business provides homebuyers with a limited warranty against certain building defects, including a
12
Warranty reserves are included in accrued expenses within the condensed consolidated balance sheets, and the provision for warranty accruals is included in home sale cost of revenues in the condensed consolidated statements of operations. Reserves covering anticipated warranty expenses are recorded for each home closed and are a function of the number of home closings in the period, the selling prices of the homes closed and the rates of accrual per home estimated as a percentage of the selling price of the home.
Management periodically assesses the adequacy of warranty reserves based on historical experience and the expected costs to remediate potential claims. In addition, the analysis also includes the existence of any non-recurring or community-specific warranty-related matters that might not be included in historical data and trends that may need to be separately estimated based on management’s judgment of the ultimate cost of repair for that specific issue. While estimated warranty liabilities are adjusted each reporting period based on the results of this assessment, the Company may not accurately predict actual warranty costs, which could lead to significant changes in the reserve and could have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations.
The Company maintains third-party insurance, subject to applicable self-insured retentions, for most construction defects that the Company encounters in the normal course of business. The Company believes that its warranty reserves, subcontractor indemnities and third-party insurance are adequate to cover the ultimate resolution of any potential liabilities associated with known and anticipated warranty and construction defect related claims and litigation. However, there can be no assurance that the terms and limitations of the limited warranty will be effective against claims made by homebuyers; that the Company will be able to renew its insurance coverage or renew it at reasonable rates; that the Company will not be liable for damages, the cost of repairs or the expense of litigation surrounding possible construction defects, soil subsidence or building related claims; or that claims will not arise out of events or circumstances not covered by insurance or not subject to effective indemnification agreements with our subcontractors.
Changes in warranty reserves are as follows for the periods presented (in thousands):
|
| Three Months Ended |
| Six Months Ended | ||||||||
| | October 31, | | October 31, | ||||||||
| | 2024 |
| 2023 | | 2024 |
| 2023 | ||||
Balance at beginning of period |
| $ | |
| $ | |
| $ | |
| $ | |
Warranty accrued during period | |
| | |
| | |
| | |
| |
Warranty expenditures during period | |
| | |
| | |
| | |
| |
Balance at end of period | | $ | | | $ | | | $ | | | $ | |
Security for Performance Obligations
The Company is required from time to time to provide security (such as letters of credit, surety bonds or cash collateral) for performance obligations in support of the Company’s land development and homebuilding obligations to municipalities related to the construction of improvements in subdivisions. Cash collateral on deposit with municipalities is included in other assets within the condensed consolidated balance sheets. In the event any letter of credit or surety bond is drawn, the Company would be obligated to reimburse the issuer of the letter of credit or surety bond. As of October 31, 2024, the Company had (a) one letter of credit outstanding under its Revolving Line of Credit in the aggregate principal amount of $
Litigation
The Company may be subject to various lawsuits and legal claims. Certain of the liabilities resulting from these actions may be covered in whole or in part by insurance. The Company establishes liabilities for litigation and legal claims when such matters are both probable of occurring and any potential loss is reasonably estimable. The Company accrues for such matters based on the facts and circumstances specific to each matter and revises these estimates as the matters evolve. In such cases, there may exist an exposure to loss in excess of any amounts currently accrued. To the extent the liability arising from the ultimate resolution of any lawsuit or legal claim exceeds the estimates reflected in the recorded reserves relating to such matter, the Company would incur additional charges and these charges might
13
be significant. The Company cannot predict or determine with certainty the timing or final outcome of any lawsuit or legal claim or the effect that any adverse findings or determinations in any lawsuit or legal claim may have on the Company. The legal costs associated with any lawsuit or legal claim and the amount of time required to be spent by management and the Company’s Board of Directors on these matters, even if the Company is ultimately successful, could have a material adverse effect on the Company’s consolidated financial position, liquidity or results of operations. The Company has not accrued any amounts related to litigation matters as of October 31, 2024 or April 30, 2024.
(12) EARNINGS PER SHARE
Earnings per share – basic is calculated by dividing net income by the weighted-average number of common shares outstanding during the period. The weighted-average number of common shares outstanding during the period includes shares issuable upon settlement of deferred stock units but does not include unvested shares of restricted common stock or shares issuable upon the exercise of stock options.
|
| Three Months Ended |
| Six Months Ended | ||||||||
| | October 31, | | October 31, | ||||||||
| | 2024 |
| 2023 | | 2024 |
| 2023 | ||||
Numerator: | | |
|
| |
| | |
|
| |
|
Net income | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Denominator: | |
|
| |
|
| |
|
| |
|
|
Weighted average number of common shares outstanding – basic | |
| | |
| | |
| | |
| |
| | | | | | | | | | | | |
Earnings per share – basic | | $ | | | $ | | | $ | | | $ | |
Earnings per share – diluted is calculated by dividing net income by the sum of (1) the weighted-average number of common shares outstanding during the period plus (2) the dilutive effects of unvested shares of restricted common stock, shares issuable upon the exercise of stock options that are in-the-money and other potentially dilutive instruments.
|
| Three Months Ended |
| Six Months Ended | ||||||||
| | October 31, | | October 31, | ||||||||
| | 2024 |
| 2023 | | 2024 |
| 2023 | ||||
Numerator: | |
|
| |
|
| |
|
| |
|
|
Net income | | $ | |
| $ | | | $ | |
| $ | |
Denominator: | | | | | | | | | | | | |
Weighted average number of common shares outstanding – basic | | | | | | | | | | | ||
Dilutive effect of shares of restricted common stock | | | | | | | | | | | ||
Dilutive effect of shares issuable upon the exercise of stock options that are in-the-money | | | | | | | | | | | ||
Weighted average number of common shares outstanding – diluted | | | | | | | | | | | ||
| | | | | | | | | | | | |
Earnings per share – diluted | | $ | |
| $ | | | $ | |
| $ | |
14
(13) INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS
The following table sets 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, 2024 (a) | | | | | | | | | | | | |
Revenues | | $ | | | $ | | | $ | | | $ | |
Net income (loss) | | $ | | | $ | | | $ | ( | | $ | |
Capital expenditures | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Three months ended October 31, 2023 (a) | | | | | | | | | | | | |
Revenues | | $ | | | $ | | | $ | | | $ | |
Net income (loss) | | $ | | | $ | | | $ | ( | | $ | |
Capital expenditures | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Six months ended October 31, 2024 (a) | | | | | | | | | | | | |
Revenues | | $ | | | $ | | | $ | | | $ | |
Net income (loss) | | $ | | | $ | | | $ | ( | | $ | |
Capital expenditures | | $ | | | $ | | | $ | | | $ | |
Total assets as of October 31, 2024 | | $ | | | $ | | | $ | | | $ | |
| | | | | | | | | | | | |
Six months ended October 31, 2023 (a) | | | | | | | | | | | | |
Revenues | | $ | | | $ | | | $ | | | $ | |
Net income (loss) | | $ | | | $ | | | $ | ( | | $ | |
Capital expenditures | | $ | | | $ | | | $ | | | $ | |
Total assets as of October 31, 2023 | | $ | | | $ | | | $ | | | $ | |
| (a) | Revenue information provided for each segment may include amounts classified as other revenues in the accompanying condensed consolidated statements of operations. Revenue information provided for the land development segment includes amounts classified as home sale revenues in the accompanying condensed consolidated statements of operations. Corporate is net of intercompany eliminations. |
15
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, 2024, which was filed with the Securities and Exchange Commission on July 23, 2024 (the “2024 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 2025 and 2024 are to the fiscal years ending April 30, 2025 and 2024.
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 2024 condensed 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 2024 Form 10-K. The preparation of the unaudited condensed consolidated financial statements included in this report on Form 10-Q 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 2024 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 condensed consolidated financial statements contained in the 2024 Form 10-K and in the notes to the unaudited condensed consolidated financial statements included in this report on Form 10-Q. The Company did not adopt any accounting policy in the six months ended October 31, 2024 that had a material effect on its unaudited condensed consolidated financial statements.
16
RESULTS OF OPERATIONS
For the three months ended October 31, 2024, the Company had net income of $4,042,000, or $0.75 per diluted share, compared to net income of $1,108,000, or $0.21 per diluted share, for the three months ended October 31, 2023. For the six months ended October 31, 2024, the Company had net income of $8,106,000, or $1.51 per diluted share, compared to net income of $2,454,000, or $0.46 per diluted share, for the six months ended October 31, 2023.
During the six months ended October 31, 2024 and October 31, 2023, the Company experienced delays in municipal entitlements, infrastructure availability, approvals and inspections and utility response times in both the land development business segment and homebuilding business segment, which caused delays in construction and the realization of revenues and increases in cost of revenues. The rising cost of housing due to increases in average sales prices in recent years and the level of mortgage interest rates, coupled with general inflation in the U.S. economy and other macroeconomic factors, have placed pressure on overall housing affordability, negatively affecting demand and have caused many potential homebuyers to pause and reconsider their housing choices. Given the affordability challenges and the resulting impact on demand, the Company has provided sales incentives on certain homes, reduced the size of lots and homes, opportunistically leased completed homes and slowed the pace of housing starts and land development projects. During 2024, the Company reduced the number and scope of its active land development projects and delayed proceeding with certain new land development projects due to market headwinds and uncertainty and an increase in entitlement and infrastructure delays as compared to the prior year. This may result in reduced land sale revenues during 2025 and the fiscal year ending April 30, 2026 as compared to 2024.
Revenues. The following presents information on revenues (dollars in thousands):
|
| Three Months Ended October 31, | | Increase | | ||||||||||
|
| 2024 |
| 2023 |
| (decrease) | | ||||||||
Land sale revenues | | $ | 5,857 | | $ | 4,884 | | $ | 973 |
| 20 | % | |||
Home sale revenues | |
| 5,334 | |
| 3,521 | |
| 1,813 |
| 51 | % | |||
Other revenues | |
| 715 | |
| 449 | |
| 266 |
| 59 | % | |||
Total | | $ | 11,906 | | $ | 8,854 | | | 3,052 |
| 34 | % | |||
|
| Six Months Ended October 31, |
| Increase | | ||||||||||
|
| 2024 |
| 2023 |
| (decrease) | | ||||||||
Land sale revenues | | $ | 15,206 | | $ | 11,542 | | $ | 3,664 |
| 32 | % | |||
Home sale revenues | |
| 14,326 | |
| 6,923 | |
| 7,403 |
| 107 | % | |||
Other revenues | |
| 1,465 | |
| 678 | |
| 787 |
| 116 | % | |||
Total | | $ | 30,997 | | $ | 19,143 | |
| 11,854 |
| 62 | % | |||
| ● | The change in land sale revenues for the three months ended October 31, 2024 compared to the prior period was primarily due to an increase in revenues from the sale of undeveloped land offset in part by a decrease in revenues from the sale of developed residential land and commercial developed land. The change in land sale revenues for the six months ended October 31, 2024 compared to the prior periods was primarily due to an increase in revenues from the sale of developed residential land and undeveloped land offset in part by a decrease in revenues from the sale of commercial developed land. During the three months ended October 31, 2024, the Company sold 549 acres of contiguous undeveloped land in Sandoval County, New Mexico, representing $2,502,000 of revenue, to one purchaser. The Company’s land sale revenues consist of (dollars in thousands): |
17
| | Three Months Ended October 31, 2024 | | Three Months Ended October 31, 2023 | ||||||||||||
|
| Acres Sold |
| Revenues |
| Revenue Per Acre1 |
| Acres Sold |
| Revenues |
| Revenue Per Acre1 | ||||
Developed | |
| |
| | |
| | |
| |
| | |
| |
Residential |
| 4.1 | | $ | 3,283 | | $ | 801 |
| 7.4 | | $ | 4,698 | | $ | 633 |
Commercial |
| — | |
| — | |
| — |
| 0.7 | | | 145 | | | 200 |
Total Developed |
| 4.1 | | | 3,283 | | | 801 |
| 8.1 | | | 4,843 | | | 595 |
Undeveloped |
| 567.1 | |
| 2,574 | |
| 5 |
| 1.3 | | | 41 | | | 32 |
Total |
| 571.2 | | $ | 5,857 | | | 10 |
| 9.4 | | $ | 4,884 | | | 517 |
| | Six Months Ended October 31, 2024 | | Six Months Ended October 31, 2023 | ||||||||||||
|
| Acres Sold |
| Revenues |
| Revenue Per Acre1 |
| Acres Sold | | Revenues | | Revenue Per Acre1 | ||||
Developed | |
| |
| | |
| | | | | | | | | |
Residential |
| 16 | | $ | 12,468 | | $ | 779 |
| 18.0 | | $ | 10,923 | | $ | 607 |
Commercial |
| — | |
| — | |
| — |
| 1.5 | |
| 549 | |
| 366 |
Total Developed |
| 16 | | | 12,468 | | | 779 |
| 19.5 | | | 11,472 | | | 589 |
Undeveloped |
| 585.2 | |
| 2,738 | |
| 5 |
| 8.8 | |
| 70 | |
| 8 |
Total |
| 601.2 | | $ | 15,206 | | | 25 |
| 28.3 | | $ | 11,542 | | | 408 |
The changes in the revenue per acre of developed residential land, developed commercial land and undeveloped land for the three and six months ended October 31, 2024 compared to the prior periods were primarily due to the location and mix of land sold.
| ● | The changes in home sale revenues for the three and six months ended October 31, 2024 compared to the prior periods were primarily due to an increase in the number of homes sold. The changes in average selling prices for the three and six months ended October 31, 2024 compared to the prior periods were primarily due to the location, size and mix of homes sold. The Company’s home sale revenues consist of (dollars in thousands): |
| | Three Months Ended October 31, | ||||
|
| 2024 |
| 2023 | ||
Homes sold |
| | 12 |
| | 7 |
Average selling price | | $ | 444 | | $ | 503 |
|
| Six Months Ended October 31, | ||||
| | 2024 |
| 2023 | ||
Homes sold |
|
| 33 |
|
| 13 |
Average selling price |
| $ | 434 |
| $ | 532 |
As of October 31, 2024, the Company had 70 homes in production, including 15 homes under contract, which homes under contract represented $6,610,000 of expected home sale revenues when closed, subject to customer cancellations and change orders. As of October 31, 2023, the Company had 41 homes in production, including 16 homes under contract, which homes under contract represented $7,700,000 of expected home sale revenues when closed, subject to customer cancellations and change orders.
1 Revenue per acre may not calculate precisely due to the rounding of revenues to the nearest thousand dollars.
18
| ● | Other revenues consist of (in thousands): |
| | Three Months Ended October 31, | ||||||
|
| 2024 |
| 2023 | ||||
Landscaping revenues | | $ | 482 | | $ | 314 | ||
Miscellaneous other revenues | |
| 233 | |
| 135 | ||
Total | | $ | 715 | | $ | 449 | ||
|
| Six Months Ended October 31, | ||||
| | 2024 |
| 2023 | ||
Landscaping revenues |
| $ | 1,103 |
| $ | 426 |
Miscellaneous other revenues | |
| 362 | |
| 252 |
Total |
| $ | 1,465 |
| $ | 678 |
Miscellaneous other revenues for the three and six months ended October 31, 2024 primarily consist of extension fees for purchase contracts and residential rental revenues. Miscellaneous other revenues for the three and six months ended October 31, 2023 primarily consist of extension fees for purchase contracts, forfeited deposits and residential rental revenues.
Cost of Revenues. The following presents information on cost of revenues (dollars in thousands):
| | Three Months Ended October 31, | | Increase | | ||||||||||
|
| 2024 |
| 2023 |
| (decrease) | | ||||||||
Land sale cost of revenues, net | | $ | 2,326 | | $ | 3,581 | | $ | (1,255) |
| (35) | % | |||
Home sale cost of revenues | |
| 4,277 | |
| 2,513 | |
| 1,764 |
| 70 | % | |||
Other cost of revenues | | | 334 | | | 163 | | | 171 | | 105 | % | |||
Total | | $ | 6,937 | | $ | 6,257 | | | 680 | | 11 | % | |||
|
| Six Months Ended October 31, |
| Increase |
| ||||||||||
| | 2024 |
| 2023 | | (decrease) |
| ||||||||
Land sale cost of revenues, net |
| $ | 7,235 |
| $ | 7,864 |
| $ | (629) |
| (8) | % | |||
Home sale cost of revenues | |
| 11,522 | |
| 4,903 | |
| 6,619 |
| 135 | % | |||
Other cost of revenues | |
| 648 | |
| 181 | |
| 467 |
| 258 | % | |||
Total |
| $ | 19,405 |
| $ | 12,948 | |
| 6,457 |
| 50 | % | |||
| ● | Land sale cost of revenues, net consist of (in thousands): |
|
| Three Months Ended October 31, | ||||||
|
| 2024 |
| 2023 | ||||
Land sale cost of revenues | | $ | 2,745 | | $ | 4,234 | ||
Less: | |
| | |
| | ||
Public improvement district reimbursements | |
| — | |
| (45) | ||
Private infrastructure covenant reimbursements | |
| (131) | |
| (139) | ||
Payments for impact fee credits | |
| (288) | |
| (469) | ||
Land sale cost of revenues, net | | $ | 2,326 | | $ | 3,581 | ||
|
| Six Months Ended October 31, | ||||
| | 2024 |
| 2023 | ||
Land sale cost of revenues |
| $ | 9,891 |
| $ | 9,401 |
Less: | |
|
| |
|
|
Public improvement district reimbursements | |
| (814) | |
| (246) |
Private infrastructure covenant reimbursements | |
| (373) | |
| (274) |
Payments for impact fee credits | |
| (1,469) | |
| (1,017) |
Land sale cost of revenues, net |
| $ | 7,235 |
| $ | 7,864 |
19
Land sale gross margins were 60% and 52% for the three and six months ended October 31, 2024 compared to 27% and 32% for the three and six months ended October 31, 2023. The changes in gross margin were primarily due to changes in public improvement district reimbursements, private infrastructure covenant reimbursements and payments for impact fee credits and the location, size and mix of property sold (including the sale of 567.1 acres and 585.2 acres for the three and six months ended October 31, 2024 as compared to 1.3 acres and 8.8 acres for the three and six months ended October 31, 2023 of undeveloped land with a low associated land sale cost of revenues) and the demand for lots by builders resulting in higher revenue per developed lot.
| ● | The changes in home sale cost of revenues for the three and six months ended October 31, 2024 compared to the prior periods were primarily due to the number, location, size and mix of homes sold and increases in the prices of building materials and skilled labor. Home sale gross margins were 20% for the three and six months ended October 31, 2024 compared to 29% and 30% for the three and six months ended October 31, 2023. The changes in gross margin were primarily due to the location, size and mix of homes sold and increases in the prices of building materials and skilled labor. |
| ● | Other cost of revenues for the three and six months ended October 31, 2024 and October 31, 2023 consists of the cost of goods sold for landscaping services. |
As a result of many factors, including the nature and timing of specific transactions and the type and location of land or homes being sold, revenues, average selling prices and related gross margins from land sales or home sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods.
General and Administrative Expenses. The following presents information on general and administrative expenses (dollars in thousands):
| | Three Months Ended October 31, | | Increase | | ||||||||||
|
| 2024 |
| 2023 |
| (decrease) | | ||||||||
Land development | | $ | 987 | | $ | 834 | | $ | 153 |
| 18 | % | |||
Homebuilding | |
| 417 | |
| 313 | |
| 104 |
| 33 | % | |||
Corporate | |
| 421 | |
| 399 | |
| 22 |
| 6 | % | |||
Total | | $ | 1,825 | | $ | 1,546 | | | 279 | | 18 | % | |||
|
| Six Months Ended October 31, |
| Increase |
| ||||||||||
| | 2024 |
| 2023 | | (decrease) |
| ||||||||
Land development |
| $ | 1,895 |
| $ | 1,665 |
| $ | 230 |
| 14 | % | |||
Homebuilding | |
| 807 | |
| 604 | |
| 203 |
| 34 | % | |||
Corporate | |
| 754 | |
| 852 | |
| (98) |
| (11) | % | |||
Total |
| $ | 3,456 |
| $ | 3,121 | |
| 335 |
| 11 | % | |||
| ● | The changes in land development general and administrative expenses for the three and six months ended October 31, 2024 compared to the prior periods were primarily due to an increase equipment costs for landscaping and PIC sharing fees. |
| ● | The changes in homebuilding general and administrative expenses for the three and six months ended October 31, 2024 compared to the prior periods were primarily due to expansion of the Company’s homebuilding operations and information technology expenses. |
| ● | The changes in corporate general and administrative expenses for the three and six months ended October 31, 2024 compared to the prior periods were primarily due to a decrease in professional services and pension benefit expenses as a result of the termination of the Company’s pension plan in the prior period and an increase in bank charges. |
The Company did not record any non-cash impairment charges on real estate inventory or investment assets in the three and six months ended October 31, 2024 or October 31, 2023. Due to volatility in market conditions and development costs, the Company may experience future impairment charges.
20
Interest Income, net. The Company had interest income, net of $576,000 and $857,000 for the three and six months ended October 31, 2024 and $163,000 and $211,000 for the three and six months ended October 31, 2023. There were no interest or loan costs capitalized in real estate inventory in the three and six months ended October 31, 2024 or October 31, 2023.
Income Taxes. The Company had a benefit for income taxes of $322,000 for the three months ended October 31, 2024 and a provision for income taxes of $887,000 for the six months ended October 31, 2024. The benefit (provision) for income taxes for the three and six months ended October 31, 2024 related to the amount of income before income taxes during each period and to the reclassification of the balance of accumulated other comprehensive income (loss) to a benefit for income taxes. In connection with the termination of the Company’s defined benefit pension plan, $1,230,000 of income tax effects that remained in accumulated other comprehensive income (loss) were reclassified to a benefit for income taxes during the three months ended October 31, 2024. Refer to Note 11 to the consolidated financial statements contained in the 2024 Form 10-K for detail regarding accumulated other comprehensive income (loss). The Company had a provision for income taxes of $106,000 and $831,000 for the three and six months ended October 31, 2023 related to the amount of income before income taxes during each period.
LIQUIDITY AND CAPITAL RESOURCES
As of October 31, 2024 and April 30, 2024, the Company had cash, cash equivalents and restricted cash as follows (in thousands):
|
| October 31, |
| April 30, | ||
| | 2024 | | 2024 | ||
Cash | | $ | 12,250 | | $ | 10,465 |
U.S. Government Securities |
| | 27,830 |
| | 19,229 |
Restricted Cash |
| | 547 |
| | 547 |
Total | | $ | 40,627 | | $ | 30,241 |
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 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.
Except as described herein, 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 2024 Form 10-K.
21
Cash Flow. The following presents information on cash flows (in thousands):
| | Six Months Ended October 31, | ||||
|
| 2024 |
| 2023 | ||
Net cash provided by (used in) operating activities | | $ | 10,509 | | $ | 1,867 |
Net cash provided by (used in) investing activities | |
| (120) | |
| (5,134) |
Net cash provided by (used in) financing activities | |
| (3) | |
| (5) |
Increase in cash and cash equivalents | | $ | 10,386 | | $ | (3,272) |
The net cash provided by operating activities for the six months ended October 31, 2024 was primarily due to cash generated from business operations and a reduction in real estate inventory and other assets and an increase in taxes payable (receivable), net offset in part by an increase in investment assets and a reduction in accounts payable and accrued expenses. The net cash provided by operating activities for the six months ended October 31, 2023 was primarily due to cash generated from business operations and a reduction real estate inventory and other assets offset in part by an increase in investment assets and a reduction in accounts payable and accrued expenses.
Notes payable decreased from $35,000 as of April 30, 2024 to $32,000 as of October 31, 2024 due to principal debt repayments. Refer to Note 6 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 2024 Form 10-K for detail regarding the Company’s notes payable.
Asset and Liability Levels. The following presents information on certain assets and liabilities (dollars in thousands):
|
| October 31, |
| April 30, | | Increase |
| |||||
| | 2024 | | 2024 |
| (decrease) |
| |||||
Real estate inventory | | $ | 63,354 | | $ | 65,983 | | $ | (2,629) |
| (4) | % |
Investment assets, net | |
| 12,972 | |
| 12,551 | | | 421 |
| 3 | % |
Other assets | |
| 2,761 | |
| 2,990 | | | (229) |
| (8) | % |
Deferred income taxes, net | |
| 9,367 | |
| 11,038 | | | (1,671) |
| (15) | % |
Accounts payable and accrued expenses | |
| 3,410 | |
| 4,745 | | | (1,335) |
| (28) | % |
Income taxes (payable) receivable | |
| (563) | |
| 27 | | | (590) |
| (a) | |
| (a) | Percentage not meaningful. |
| ● | Real estate inventory consists of (dollars in thousands): |
|
| October 31, |
| April 30, | | Increase |
| ||||||
| | 2024 | | 2024 |
| (decrease) |
| ||||||
Land inventory | | $ | 53,899 | | $ | 57,527 | | $ | (3,628) |
| (6) | % | |
Homebuilding model inventory | |
| 4,247 | |
| 4,138 | | | 109 |
| 3 | % | |
Homebuilding construction in process | |
| 5,208 | |
| 4,318 | | | 890 |
| 21 | % | |
Total | | $ | 63,354 | | $ | 65,983 | | | | | | | |
From April 30, 2024 to October 31, 2024, the change in land inventory in New Mexico was primarily due to the sale of land offset in part by land development activity, the change in homebuilding model inventory was primarily due to the sale of homes offset in part by the completion of homes not yet sold and the change in homebuilding construction in process was primarily due to an increase in the number of homes that started construction.
22
| ● | Investment assets consist of (dollars in thousands): |
| | October 31, | | April 30, | | Increase |
| |||||
|
| 2024 |
| 2024 |
| (decrease) |
| |||||
Land held for long-term investment | | $ | 8,879 | | $ | 9,200 | | $ | (321) |
| (3) | % |
Owned real estate leased or intended to be leased | |
| 4,222 | |
| 3,449 | |
| 773 |
| 22 | % |
Less accumulated depreciation | | | (129) | | | (98) | | | 31 | | 32 | % |
Owned real estate leased or intended to be leased, net | | | 4,093 | | | 3,351 | | | 742 | | 22 | % |
Total | | $ | 12,972 | | $ | 12,551 | | | | | | |
During the six months ended October 31, 2024, the Company sold 585.2 acres of undeveloped property in Sandoval County, New Mexico categorized as land held for long-term investment.
As of October 31, 2024, fourteen homes were leased to residential tenants. As of April 30, 2024, ten homes were leased to residential tenants. Given the impact on demand as a result of affordability challenges, the Company has opportunistically leased completed homes. Depreciation associated with owned real estate leased or intended to be leased was $24,000 and $48,000 for the three and six months ended October 31, 2024 and $29,000 and $48,000 for the three and six months ended October 31, 2023.
| ● | From April 30, 2024 to October 31, 2024: |
| o | The change in other assets was primarily due to a decrease in prepaid expenses related to the termination of a land development cash collateralized performance guaranty. |
| o | The change in deferred income taxes, net was primarily due to the income tax effect of the amount of income before income taxes for the six months ended October 31, 2024. |
| o | The change in accounts payable and accrued expenses was primarily due to an increase in accrued property taxes and a decrease in accounts payable and accrued expenses. |
| o | The change in income taxes (payable) receivable was primarily due to the payment of taxes and the accrual of state income taxes payable related to the amount of income before income taxes for the six months ended October 31, 2024. |
Off-Balance Sheet Arrangements. As of October 31, 2024 and October 31, 2023, the Company did not have any off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K).
Recent Accounting Pronouncements. Refer to Note 1 to the consolidated financial statements contained in the 2024 Form 10-K and Note 1 to the unaudited condensed consolidated financial statements included in this report on Form 10-Q for a discussion of recently issued accounting pronouncements.
23
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, acquisition of land, homebuilding, commercial projects, general and administrative expenses and capital expenditure needs, (2) the Company’s expected liquidity sources, including the availability of bank financing for projects and the utilization of existing bank financing, (3) estimates of the Company’s exposure to warranty claims and liabilities for litigation and legal claims, estimates of the cost to complete of common land development costs and the estimated relative sales values of individual parcels of land in connection with the allocation of common land development costs, (4) the adequacy of warranty reserves, subcontractor indemnities and third-party insurance to cover the ultimate resolution of any potential liabilities associated with known and anticipated warranty and construction defect related claims and litigation, (5) the conditions resulting in homebuyer affordability challenges, (6) the amount of land sale revenues during 2025 and the fiscal year ending April 30, 2026, (7) the backlog of homes under contract and in production and the dollar amount of expected sale revenues when such homes are closed, (8) the categorization of homes and buildings leased or intended to be leased to third parties, (9) the timing of recognizing unrecognized compensation expense related to shares of common stock issued under the AMREP Corporation 2016 Equity Compensation Plan, (10) the future issuance of deferred stock units to directors of the Company, (11) the dilution to earnings per share that unvested shares of restricted common stock or shares issuable upon the exercise of stock options may cause in the future and (12) the future business conditions that may be experienced 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.
24
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, 2024 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.
25
PART II. OTHER INFORMATION
Item 5. Other Information
During the three months ended October 31, 2024, no director or officer of the Company
Item 6. Exhibits
Exhibit |
| Description |
10.1 | | |
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 | | |
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) |
26
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: December 13, 2024 | AMREP CORPORATION | |
| (Registrant) | |
| | |
| By: | /s/ Adrienne M. Uleau |
| | Name: Adrienne M. Uleau |
| | Title: Vice President, Finance and Accounting |
| | (Principal Accounting Officer) |
27
EXHIBIT INDEX
Exhibit |
| Description |
10.1 | | |
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 | | |
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) |
28
Exhibit 10.1
SIXTH MODIFICATION AGREEMENT
BOKF, NA dba Bank of Albuquerque (the “Lender”); and AMREP Southwest Inc., a New Mexico corporation (the “Borrower”), agree:
1.Recitals. The following Recitals apply to this Sixth Modification Agreement (the “Agreement”).
A.Borrower is indebted to Lender as evidenced by a Revolving Line of Credit Promissory Note dated February 3, 2021, in the original principal amount of Four Million and No/100 Dollars ($4,000,000.00), made by Borrower in favor of the Lender (the “Original Note”). In connection with the Original Note, Borrower and Lender entered into a Loan Agreement dated February 3, 2021 (the “Loan Agreement”).
B.Payment and performance of the Original Note is secured by, among other things, a Line of Credit Mortgage, Security Agreement and Fixture Filing dated February 3, 2021, and recorded in the real property records of Sandoval County, New Mexico (the “Recording Office”) on February 3, 2021, as Document No. 2021003917, made by Borrower in favor of Lender (the “Mortgage”). The Mortgage, the Loan Agreement and all other documents evidencing, guaranteeing or securing the Original Note are referred to in this Agreement as the “Loan Documents”.
C.At the request of Borrower, Lender issued a reserve letter in favor of the City of Santa Fe, New Mexico, as evidenced by a Demand Promissory Note in the original principal amount of One Million Three Hundred Twenty-Two Thousand Seven Hundred Sixteen and 82/100 Dollars ($1,322,716.82), dated January 25, 2022, made by Borrower in favor of Lender (the “Demand Note”). The Demand Note is secured by the Mortgage. In connection with the Demand Note, Borrower and Lender entered into a First Modification Agreement dated January 25, 2022 (the “First Modification”).
D.At the request of Borrower, Lender removed the semi-annual resting requirement in the Original Note, as evidenced by a Second Modification Agreement dated April 13, 2022 (the “Second Modification”).
E.At the request of Borrower, Lender renewed and extended the maturity of the Original Note and increased the amount of credit available under the Original Note, as evidenced by a First Amended and Restated Revolving Line of Credit Promissory Note, dated August 15, 2022, in the original principal amount of Five Million Seven Hundred Fifty Thousand and No/100 Dollars ($5,750,000.00) (the “First Restated Note”). In connection with the First Restated Note, Borrower and Lender entered into a Third Modification Agreement dated August 15, 2022 (the “Third Modification”).
F.At the request of Borrower, Lender renewed and extended the maturity of the Demand Note, as evidenced by the First Amended and Restated Demand Promissory Note dated February 4, 2023, in the original principal amount of One Million Three Hundred Twenty-Two Thousand Seven Hundred Sixteen and 82/100 Dollars ($1,322,716.82) (the “First Restated Demand Note”). In connection with the First Restated Demand Note, Borrower and Lender entered into a Fourth Modification Agreement dated February 4, 2023 (the “Fourth Modification”).
G.At the request of Borrower, Lender renewed and extended the maturity of the First Restated Demand Note and reduced the original principal balance under the First Restated Demand Note, as evidenced by a Second Amended and Restated Demand Promissory Note dated February 4, 2024, in the original principal amount of One Hundred Seventy-Two Thousand Four Hundred Fifty-Three and 55/100 Dollars ($172,453.55) (the “Second Restated Demand Note”). In connection with the Second Restated Demand Note, Borrower and Lender entered into a Fifth Modification Agreement dated February 4, 2024 (the “Fifth Modification” and, together with the First Modification, the Second Modification, the Third Modification, the Fourth Modification and this Agreement, the “Modification Agreements”).
H.Borrower has requested that Lender issue two (2) reserve letters in favor of the City of Albuquerque, New Mexico, to be evidenced as follows: (i) by a Third Demand Promissory Note dated August 16, 2024 in the original principal amount of One Million Seven Hundred Four Thousand Three Hundred Seventy-Four and 28/100 Dollars ($1,704,374.28), made by Borrower in favor of Lender (the “Third Demand Note”), which Third Demand Note is secured by the Mortgage; and (ii) by a Fourth Demand Promissory Note dated August 16, 2024 in the original principal amount of One Hundred Seven Thousand Four Hundred Eighty-Three and 7/100 Dollars ($107,483.07), made by Borrower in favor of Lender (the “Fourth Demand Note”), which Fourth Demand Note is secured by the Mortgage, and Lender is willing to do so, provided that, among other things, Borrower enters into this Agreement.
2.Definitions. Capitalized terms used but not defined in this Agreement have the meanings given to them in the Loan Agreement and the Mortgage.
3.Required Payments. Concurrently with the execution of this Agreement, Borrower shall have paid to Lender: (i) all accrued unpaid interest due under the Original Note; (ii) recording fees and costs; lawyers’ fees and costs; and all other fees and costs related to this Agreement; and (iii) a loan fee in the amount of Five Hundred and No/100 Dollars ($500.00).
4.Conditions Precedent. Before this Agreement becomes effective and any party becomes obligated under it, all of the following conditions shall have been satisfied in a manner acceptable to Lender in the exercise of Lender’s sole and absolute discretion:
A.Lender shall have received such assurances as Lender may require that the validity and priority of the Mortgage has not been and shall not be impaired by this Agreement or the transactions contemplated by this Agreement, including but not by way of limitation, a modification endorsement on New Mexico Form 80 dated as of the date of recording of this Agreement and endorsing the mortgagee policy of title insurance issued in connection with the Mortgage, providing that policy coverage has not been reduced or terminated by virtue of the recording of this Agreement, and showing no matters of record since the recording of the Mortgage except as are acceptable to Lender in Lender’s sole discretion.
B.Lender shall have received a fully executed and acknowledged original of this Agreement, a fully executed Third Demand Note and Fourth Demand Note and such other documents as Lender requires.
C.This Agreement shall have been recorded in the Recording Office.
5.Modification of Terms of Loan Documents. The Loan Documents are supplemented, amended and modified as follows:
2
A.Each reference in the Loan Documents to any of the Loan Documents is deemed to be a reference to the Loan Documents as amended and modified by this Agreement.
B.Each reference in the Loan Documents to the “Note” is deemed to be a reference to the First Restated Note, the Second Restated Demand Note, the Third Demand Note and the Fourth Demand Note, as amended and modified by this Agreement.
6.Ratification of Obligations Under Loan Documents. Borrower reasserts, ratifies and reaffirms all of Borrower’s obligations under the Loan Documents, all of which continue in full force and effect as modified by this Agreement. Borrower specifically acknowledges, agrees and represents that:
A.This Agreement is a legal, valid and binding obligation of Borrower and is enforceable against Borrower in accordance with its terms.
B.The covenants and obligations set forth in this Agreement benefit and are in the best interest of the Borrower.
C.The aggregate indebtedness evidenced by the First Restated Note, the Second Restated Demand Note, the Third Demand Note and the Fourth Demand Note is valid and existing and is not subject to any defenses, offsets, claims or counterclaims.
D.The indebtedness evidenced by the Second Restated Demand Note, the Third Demand Note and the Fourth Demand Note reduces the amount available to be borrowed by Borrower under the First Restated Note.
E.No indulgence or part indulgence by Lender and nothing contained herein or in any other agreement among Borrower and/or Lender nor any other action or inaction by Lender, has waived or shall constitute a waiver of any default or Event of Default that may exist under the Loan Documents or an election of remedies by Lender or a waiver of any of the rights, remedies or recourse of Lender provided in any of the Loan Documents or otherwise afforded by law or in equity.
F.Lender has satisfied and performed its obligations under the Loan Documents and all other documents pertaining to the indebtedness evidenced by the First Restated Note, the Second Restated Demand Note, the Third Demand Note and the Fourth Demand Note as of the date of this Agreement.
G.The Mortgage, as modified by the Modification Agreements, secures the Note, as modified by the Modification Agreements, the First Restated Note, the First Restated Demand Note, the Second Restated Demand Note, the Third Demand Note and the Fourth Demand Note.
7.Release. To the extent Borrower now has any claims, offsets, defenses to or counterclaims against the Lender or as to the repayment of all or a portion of the indebtedness evidenced by the First Restated Note or the transaction evidenced by the Loan Documents, whether known or unknown, fixed or contingent, the same are hereby forever irrevocably waived and released in their entirety by Borrower.
8.Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, the legality, validity and enforceability of the
3
remaining provisions of this Agreement shall not be affected thereby; and in lieu of such illegal, invalid or unenforceable provisions, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable.
9.Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Borrower and Lender and their respective successors, legal representatives and assigns.
10.Applicable Law. THIS AGREEMENT, AND EACH OTHER LOAN DOCUMENT, AND ALL MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW MEXICO, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. BORROWER AND LENDER HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF SANDOVAL, STATE OF NEW MEXICO AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. BORROWER AND LENDER EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS.
11.Waiver of Jury Trial. EACH OF BORROWER AND LENDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH OF BORROWER AND LENDER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH OF BORROWER AND LENDER WARRANTS AND REPRESENTS THAT EACH HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS.
12.No Novation. BORROWER AND LENDER EXPRESSLY INTEND AND AGREE THAT THIS AGREEMENT EVIDENCES A MODIFICATION ONLY OF THE LOAN DOCUMENTS AND IS NOT A NOVATION.
[SIGNATURES ON NEXT PAGE]
4
Dated: Effective August 16, 2024. | |||
| | | |
“BORROWER” | | AMREP SOUTHWEST INC., | |
| | a New Mexico corporation | |
| | | |
| | By: | /s/ Carey A. Plant |
| | | Carey A. Plant, Vice President |
| | | |
“LENDER” | | BOKF, NA dba BANK OF ALBUQUERQUE | |
| | | |
| | By: | /s/ Darin Davis |
| | | Darin Davis, Senior Vice President |
| | | |
state OF NEW MEXICO | | | |
| | | |
COUNTY OF SANDOVAL | | | |
This instrument was acknowledged before me on August 16, 2024, by Carey A. Plant, Vice President of AMREP Southwest Inc., a New Mexico corporation.
| | /s/ Karen Lee Ward |
| | Notary Public |
| | |
My Commission Expires: | | |
| | |
11/18/2025 | | |
| | |
State OF NEW MEXICO | | |
| | |
COUNTY OF BERNALILLO | | |
This instrument was acknowledged before me on August 21, 2024, by Darin Davis, Senior Vice President of BOKF, NA dba Bank of Albuquerque.
| | /s/ Annette A. Orona |
| | Notary Public |
| | |
My Commission Expires: | | |
| | |
6/28/2026 | | |
| | |
5
Exhibit 31.1
CERTIFICATION
I, Adrienne M. Uleau, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended October 31, 2024 of AMREP Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Dated: December 13, 2024 | |
| |
/s/ Adrienne M. Uleau | |
Adrienne M. Uleau | |
Vice President, Finance and Accounting | |
(Principal Financial Officer) | |
Exhibit 31.2
CERTIFICATION
I, Christopher V. Vitale, certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q for the period ended October 31, 2024 of AMREP Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and |
5. | The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting. |
Dated: December 13, 2024 | |
| |
/s/ Christopher V. Vitale | |
Christopher V. Vitale | |
President and Chief Executive Officer | |
(Principal Executive Officer) | |
Exhibit 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of AMREP Corporation (the “Company”) on Form 10-Q for the period ended October 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: December 13, 2024 | |
| |
/s/ Adrienne M. Uleau | |
Adrienne M. Uleau | |
Vice President, Finance and Accounting | |
(Principal Financial Officer) | |
| |
/s/ Christopher V. Vitale | |
Christopher V. Vitale | |
President and Chief Executive Officer | |
(Principal Executive Officer) | |