AXR 10-Q
Amrep Corp. (AXR)
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
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Number of Shares of Common Stock, par value $.10 per share, outstanding at September 9, 2026 –
AMREP CORPORATION AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMREP CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share and per share amounts)
July 31, | April 30, | |||||
2026 | 2026 | |||||
| (Unaudited) | | ||||
ASSETS |
| |
| | ||
Cash and cash equivalents | $ | | $ | | ||
Restricted cash | | | ||||
Real estate inventory | | | ||||
Investment assets, net | | | ||||
Other assets | | | ||||
Deferred income taxes, net | | | ||||
TOTAL ASSETS | $ | | $ | | ||
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, net |
| |
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TOTAL LIABILITIES |
| |
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Commitments and Contingencies (Note 11) | ||||||
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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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 Months Ended July 31, 2026 and 2025
(Amounts in thousands, except per share amounts)
Three Months Ended July 31, | ||||||
| 2026 | | 2025 | |||
REVENUES: |
| |
| | ||
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 (loss) income | ( | | ||||
Interest income, net |
| |
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Income before income taxes | | | ||||
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 SHAREHOLDERS’ EQUITY (UNAUDITED)
Three Months Ended July 31, 2026 and 2025
(Amounts in thousands)
Capital | ||||||||||||||
Contributed | ||||||||||||||
Common Stock | in Excess of | Retained | ||||||||||||
| Shares | | Amount | | Par Value | | Earnings | | Total | |||||
Balance, May 1, 2026 | | $ | | $ | | $ | | $ | | |||||
Issuance of restricted common stock | | | — | — | | |||||||||
Stock compensation expense | — | — | | — | | |||||||||
Compensation related to issuance of option to purchase common stock | — | — | | — | | |||||||||
Net income | — | — | — | | | |||||||||
Balance, July 31, 2026 |
| | $ | | $ | | $ | | $ | | ||||
Balance, May 1, 2025 |
| | $ | | $ | | $ | | $ | | ||||
Issuance of restricted common stock | | | — | — | | |||||||||
Stock compensation expense | — | — | | — | | |||||||||
Compensation related to issuance of option to purchase common stock | — | — | | — | | |||||||||
Net income | — | — | — | | | |||||||||
Balance, July 31, 2025 |
| | $ | | $ | | $ | | $ | | ||||
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 CASH FLOWS (UNAUDITED)
Three Months Ended July 31, 2026 and 2025
(Amounts in thousands)
Three Months Ended July 31, | ||||||
| 2026 | | 2025 | |||
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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Changes in assets and liabilities: |
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Real estate inventory |
| ( |
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Investment assets, net |
| ( |
| ( | ||
Other assets |
| ( |
| ( | ||
Accounts payable and accrued expenses |
| |
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Income taxes payable, net |
| — |
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Net cash provided by (used in) operating activities |
| ( |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Capital expenditures for property and equipment |
| ( |
| ( | ||
Net cash used in investing activities |
| ( |
| ( | ||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
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Debt payments |
| ( |
| ( | ||
Net cash used in financing activities |
| ( |
| ( | ||
(Decrease) increase 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 | $ | | $ | | ||
SUPPLEMENTAL CASH FLOW INFORMATION: |
| |
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Income taxes paid, net | $ | — | $ | | ||
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
Notes to Condensed Consolidated Financial Statements (Unaudited)
Three Months Ended July 31, 2026 and 2025
(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 2027 and 2026 are to the fiscal years ending April 30, 2027 and 2026.
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, 2026, which was filed with the SEC on July 24, 2026 (the “2026 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 2026 Form 10-K.
Other than as provided in Note 1 to the consolidated financial statements contained in the 2026 Form 10-K, 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.
(2)REAL ESTATE INVENTORY
Real estate inventory consists of (in thousands):
July 31, | April 30, | |||||
| 2026 | | 2026 | |||
Land inventory | $ | | $ | | ||
Homebuilding model and completed inventory | | | ||||
Homebuilding construction in process | | | ||||
Total | $ | | $ | | ||
Refer to Note 2 to the consolidated financial statements contained in the 2026 Form 10-K for detail regarding real estate inventory.
(3)INVESTMENT ASSETS, NET
Investment assets, net consist of (in thousands):
| July 31, | | April 30, | |||
2026 | 2026 | |||||
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 | $ | | $ | | ||
6
Refer to Note 3 to the consolidated financial statements contained in the 2026 Form 10-K for detail regarding investment assets, net. As of July 31, 2026, the Company leased
(4)OTHER ASSETS
Other assets consist of (in thousands):
| July 31, | | April 30, | |||
2026 | 2026 | |||||
Prepaid expenses | $ | | $ | | ||
Miscellaneous assets | | | ||||
Property | | | ||||
Equipment | | | ||||
Less accumulated depreciation of property and equipment | ( | ( | ||||
Property and equipment, net | | | ||||
Total | $ | | $ | | ||
Prepaid expenses as of July 31, 2026 and April 30, 2026 primarily consist of land development cash collateralized performance guaranties and insurance. Amortized lease cost for right-of-use assets associated with the leases of office facilities was $
(5)ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of (in thousands):
| July 31, | | April 30, | |||
2026 | 2026 | |||||
Land development and homebuilding operations | ||||||
Accrued expenses | $ | | $ | | ||
Trade payables |
| |
| | ||
Customer deposits | | | ||||
Employee benefits | | | ||||
| | |||||
Corporate operations | | | ||||
Total | $ | | $ | | ||
(6)NOTES PAYABLE
The following tables present information on the Company’s notes payable in effect as of July 31, 2026 (dollars in thousands):
| Principal Amount | | |||||||||
Available for | Outstanding Principal | ||||||||||
New Borrowings | Amount | ||||||||||
| July 31, | July 31, | April 30, | ||||||||
Loan Identifier | Lender | 2026 | 2026 | | 2026 | ||||||
Revolving Line of Credit | BOKF |
| $ | |
| $ | — |
| $ | — | |
Equipment Financing | DC | — | | | |||||||
Total | $ | | $ | | $ | | |||||
July 31, 2026 | |||||||
Interest | Mortgaged Property | Scheduled | |||||
Loan Identifier | | Rate | | Book Value | | Maturity | |
Revolving Line of Credit |
| | % | $ | | August 2028 | |
Equipment Financing |
| | % |
| | June 2028 | |
7
Principal Repayments | ||||||
Three Months Ended | ||||||
July 31, | ||||||
Loan Identifier | | 2026 | | 2025 | ||
Revolving Line of Credit | $ | — | $ | — | ||
Equipment Financing |
| |
| | ||
Total | $ | | $ | | ||
There were
As of July 31, 2026, the Company had (a) loan reserves 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 July 31, 2026 (in thousands):
Fiscal Year | | Scheduled Payments | |
2027 | $ | | |
2028 |
| | |
2029 |
| | |
Total | $ | | |
(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 | ||||||
July 31, | ||||||
| 2026 | | 2025 | |||
Landscaping revenues | $ | | $ | | ||
Miscellaneous other revenues |
| |
| | ||
Total | $ | | $ | | ||
Refer to Note 7 to the consolidated financial statements contained in the 2026 Form 10-K for detail about the categories of other revenues.
Miscellaneous other revenues for the three months ended July 31, 2026 primarily consist of management fees for homeowners’ associations, residential rental revenues and billboard advertising revenues. Miscellaneous other revenues for the three months ended July 31, 2025 primarily consist of management fees for homeowners’ associations and residential rental revenues.
8
Major customers. A substantial majority of land sale revenues was received from
(8)COST OF REVENUES
Land sale cost of revenues, net consists of (in thousands):
| Three Months Ended | |||||
July 31, | ||||||
| 2026 | | 2025 | |||
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 2026 Form 10-K for detail about land sale cost of revenues, net.
Home sale cost of revenues for each of the three months ended July 31, 2026 and July 31, 2025 consist of the costs for residential homes that were sold.
Other cost of revenues for each of the three months ended July 31, 2026 and July 31, 2025 consist 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 | ||||||
July 31, | ||||||
| 2026 | | 2025 | |||
Land development | $ | | $ | | ||
Homebuilding |
| | | |||
Corporate | | | ||||
Total | $ | | $ | | ||
9
(10)BENEFIT PLANS
Refer to Note 11 to the consolidated financial statements contained in the 2026 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 three months ended July 31, 2026 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, 2026 |
| |
Granted during the three months ended July 31, 2026 |
| |
Vested during the three months ended July 31, 2026 |
| ( |
Forfeited during the three months ended July 31, 2026 |
| — |
Non-vested as of July 31, 2026 |
| |
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 2026 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 $
(11)COMMITMENTS AND CONTINGENCIES
Refer to Note 13 to the consolidated financial statements contained in the 2026 Form 10-K for detail regarding the Company’s warranty reserves, security for performance obligations and litigation.
Warranty Reserves.
| Three Months Ended | |||||
July 31, | ||||||
2026 | | 2025 | ||||
Balance at beginning of period | | $ | | | $ | |
Warranty issued during period |
| |
| | ||
Change in pre-existing reserves | — | — | ||||
Warranty expenditures during period |
| ( |
| ( | ||
Balance at end of period | $ | | $ | | ||
Security for Performance Obligations. As of July 31, 2026, the Company had (a) loan reserves outstanding under its Revolving Line of Credit in the aggregate principal amount of $
Litigation. The Company has not accrued any amounts related to litigation matters as of July 31, 2026 or July 31, 2025.
10
(12)EARNINGS PER SHARE
Refer to Note 14 to the consolidated financial statements contained in the 2026 Form 10-K for detail regarding the calculation of earnings per share – basic and earnings per share – diluted.
The components of earnings per share – basic are as follows (amounts in thousands, except per share amounts):
| Three Months Ended | |||||
July 31, | ||||||
2026 | | 2025 | ||||
Numerator: | |
| | |||
Net income | $ | | $ | | ||
Denominator: |
|
| | |||
Weighted average number of common shares outstanding – basic |
| |
| | ||
Earnings per share – basic | $ | | $ | | ||
The components of earnings per share – diluted are as follows (amounts in thousands, except per share amounts):
| Three Months Ended | |||||
July 31, | ||||||
2026 | | 2025 | ||||
Numerator: |
|
|
|
| ||
Net income | $ | |
| $ | | |
Denominator: | ||||||
Weighted average number of common shares outstanding – basic | | | ||||
Dilutive effect of unvested 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 | $ |
| $ | | ||
(13)TRANSACTIONS WITH RELATED PERSON
The Company has instituted private infrastructure reimbursement covenants on various land development projects. Similar to a public improvement district, the covenants are expected to reimburse the Company for certain costs of developing a property by imposing an assessment on the real property owners subject to the covenants. The Company agreed to share a portion of the collected assessments from private infrastructure reimbursement covenants for two land development projects with TV Investments, LLC (“TVI”) in October 2021 and April 2024. TVI is
(14)INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT REPORTABLE SEGMENTS
The Company manages its operations through
11
The Company’s chief operating decision maker (“CODM”) is its President and Chief Executive Officer. The
With respect to the tables below, (1) revenue information provided for the land development segment includes certain amounts classified as home sale revenues in the accompanying consolidated statements of operations and (2) general and administrative expenses primarily relate to payroll, employee benefits and professional expenses.
The following table sets forth summarized data relative to the industry segments in which the Company operated for the three months ended July 31, 2026 (in thousands):
| | | |||||||
For the Three Months Ended | Land | ||||||||
July 31, 2026 | | Development | | Homebuilding | | Consolidated | |||
Revenues | $ | | $ | | $ | | |||
Cost of Revenues | | | | ||||||
General and administrative expenses | | | | ||||||
Segment profit (loss) | ( | | | ||||||
Interest income, net | | ||||||||
Unallocated amounts: | |||||||||
Other corporate general and administrative expenses | ( | ||||||||
Income before income taxes | $ | | |||||||
The following table sets forth summarized data relative to the industry segments in which the Company operated for the three months ended July 31, 2025 (in thousands):
For the Three Months Ended | Land | ||||||||
July 31, 2025 | | Development | | Homebuilding | | Consolidated | |||
Revenues | $ | | $ | | $ | | |||
Cost of Revenues | | | | ||||||
General and administrative expenses | | | | ||||||
Segment profit (loss) | | | | ||||||
Interest income, net | | ||||||||
Unallocated amounts: | |||||||||
Other corporate general and administrative expenses | ( | ||||||||
Income before income taxes | $ | | |||||||
12
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, 2026, which was filed with the Securities and Exchange Commission on July 24, 2026 (the “2026 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 2027 and 2026 are to the fiscal years ending April 30, 2027 and 2026.
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 2026 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 2026 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 2026 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 2026 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 policies during the three months ended July 31, 2026 that had a material effect on its unaudited condensed consolidated financial statements.
13
RESULTS OF OPERATIONS
For the three months ended July 31, 2026, the Company had net income of $276,000, or $0.05 per diluted share, compared to net income of $4,692,000, or $0.87 per diluted share, for the three months ended July 31, 2025.
Except as described herein, there have been no material changes to the Company’s commentary on market conditions and outlook and the Company’s response thereto as reflected in the Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2026 Form 10-K.
Revenues. The following presents information on revenues (dollars in thousands):
| Three Months Ended July 31, | Increase | ||||||||||
| 2026 | | 2025 | | (decrease) | |||||||
Land sale revenues | $ | 173 | $ | 7,494 | $ | (7,321) | | (98) | % | |||
Home sale revenues |
| 4,881 |
| 9,570 |
| (4,689) |
| (49) | % | |||
Other revenues |
| 997 |
| 787 |
| 210 |
| 27 | % | |||
Total | $ | 6,051 | $ | 17,851 | (11,800) |
| (66) | % | ||||
| ● | The change in land sale revenues for the three months ended July 31, 2026 compared to the prior period was primarily due to a decrease in revenues from the sale of developed residential land, developed commercial land and undeveloped land. The Company’s land sale revenues consist of (dollars in thousands): |
Three Months Ended July 31, 2026 | Three Months Ended July 31, 2025 | |||||||||||||||
| Acres Sold | | Revenues | | Revenue Per Acre1 | | Acres Sold | | Revenues | | Revenue Per Acre1 | |||||
Developed | | | | | | | ||||||||||
Residential |
| — | $ | — | $ | — |
| 5.6 | $ | 4,227 | $ | 755 | ||||
Commercial |
| — |
| — |
| — |
| 3.3 | 1,000 | 303 | ||||||
Total Developed |
| — | — | — |
| 8.9 | 5,227 | 587 | ||||||||
Undeveloped |
| 27.9 |
| 173 |
| 6 |
| 486.1 | 2,267 | 5 | ||||||
Total |
| 27.9 | $ | 173 | 6 |
| 495.0 | $ | 7,494 | 15 | ||||||
1 Revenue per acre may not calculate precisely due to the rounding of revenues to the nearest thousand dollars.
The change in the revenue per acre of undeveloped land for the three months ended July 31, 2026 compared to the prior period was primarily due to the location and mix of land sold. As a result of the Company reducing the number and scope of its active land development projects and delaying certain new land development projects due to market headwinds and uncertainty, a more intentional focus on growing the homebuilding business segment and an increase in entitlement, contractor and infrastructure delays in 2026, the Company expects significantly reduced revenues from the sale of developed residential land during 2027.
| ● | The change in home sale revenues for the three months ended July 31, 2026 compared to the prior period was primarily due to a decrease in the number of homes sold. The change in average selling prices for the three months ended July 31, 2026 compared to the prior period was 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 July 31, | ||||||
| 2026 | | 2025 | |||
Homes sold |
| 12 |
| 22 | ||
Average selling price | $ | 407 | $ | 434 | ||
As of July 31, 2026, the Company had 83 homes in production, including 23 homes under contract, which homes under contract represented $12,505,000 of expected home sale revenues (less any sales incentives associated with such contracts) when closed, subject to customer cancellations and change orders. As of July 31, 2025, the Company had 62 homes in production, including 24 homes under contract, which homes under contract represented $11,508,000 of expected home sale revenues (less any sales incentives associated with such contracts) when closed, subject to customer cancellations and change orders.
14
| ● | Other revenues consist of (in thousands): |
Three Months Ended July 31, | ||||||
| 2026 | | 2025 | |||
Landscaping revenues | $ | 711 | $ | 541 | ||
Miscellaneous other revenues | 286 | 246 | ||||
Total | $ | 997 | $ | 787 | ||
In August 2026, the Company ceased providing landscaping services. Miscellaneous other revenues for the three months ended July 31, 2026 primarily consist of management fees for homeowners’ associations, residential rental revenues and billboard advertising revenues. Miscellaneous other revenues for the three months ended July 31, 2025 primarily consist of management fees for homeowners’ associations and residential rental revenues.
Cost of Revenues. The following presents information on cost of revenues (dollars in thousands):
Three Months Ended July 31, | Increase | |||||||||||
| 2026 | | 2025 | | (decrease) | |||||||
Land sale cost of revenues, net | $ | (400) | $ | 2,352 | $ | (2,752) | (117) | % | ||||
Home sale cost of revenues |
| 3,775 |
| 7,180 |
| (3,405) | (47) | % | ||||
Other cost of revenues | 431 | 326 | 105 | 32 | % | |||||||
Total | $ | 3,806 | $ | 9,858 | (6,052) | (61) | % | |||||
| ● | Land sale cost of revenues, net consists of (in thousands): |
| Three Months Ended July 31, | |||||
2026 | | 2025 | ||||
Land sale cost of revenues | $ | 26 | $ | 3,125 | ||
Less: |
| |||||
Public improvement district reimbursements |
| (374) | (305) | |||
Private infrastructure covenant reimbursements |
| (52) | (101) | |||
Payments for impact fee credits |
| — | (367) | |||
Land sale cost of revenues, net | $ | (400) | $ | 2,352 | ||
Land sale cost of revenues, net was negative for the three months ended July 31, 2026 due to public improvement district reimbursements and private infrastructure covenant reimbursements exceeding the amount of land sale cost of revenues. Land sale gross margins were not meaningful for the three months ended July 31, 2026 compared to 69% for the three months ended July 31, 2025.
| ● | The change in home sale cost of revenues for the three months ended July 31, 2026 compared to the prior period was 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 23% for the three months ended July 31, 2026 compared to 25% for the three months ended July 31, 2025. The change in gross margin for the three months ended July 31, 2026 compared to the prior period was primarily due to the location, size and mix of homes sold offset in part by increases in the amount of sales incentives to homebuyers and increases in the prices of building materials and skilled labor. |
| ● | Other cost of revenues for each of the three months ended July 31, 2026 and July 31, 2025 consist 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.
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General and Administrative Expenses. The following presents information on general and administrative expenses (dollars in thousands):
Three Months Ended July 31, | Increase | |||||||||||
| 2026 | | 2025 | | (decrease) | |||||||
Land development | $ | 1,410 | $ | 988 | $ | 422 | | 43 | % | |||
Homebuilding |
| 512 |
| 447 |
| 65 |
| 15 | % | |||
Corporate |
| 486 |
| 412 |
| 74 |
| 18 | % | |||
Total | $ | 2,408 | $ | 1,847 | 561 | 30 | % | |||||
| ● | The change in land development general and administrative expenses for the three months ended July 31, 2026 compared to the prior period was primarily due to the costs to terminate the agreement to share a portion of the collected assessments from private infrastructure reimbursement covenants for two land development projects and an increase in real estate taxes and depreciation. |
The Company has instituted private infrastructure reimbursement covenants on various land development projects. Similar to a public improvement district, the covenants are expected to reimburse the Company for certain costs of developing a property by imposing an assessment on the real property owners subject to the covenants. The Company agreed to share a portion of the collected assessments from private infrastructure reimbursement covenants for two land development projects with TV Investments, LLC (“TVI”) in October 2021 and April 2024. TVI is 50% owned by an entity wholly-owned by Timothy S. McNaney, who became a member of the Board in January 2026. In June 2026, (i) the Company and TVI terminated the October 2021 agreement and the April 2024 agreement and (ii) the Company paid TVI $201,000 with respect to the termination of the October 2021 agreement (of which $100,500 represents Mr. McNaney’s interest in the transaction) and $114,000 with respect to the termination of the April 2024 agreement (of which $57,000 represents Mr. McNaney’s interest in the transaction). Mr. McNaney was not involved in the negotiation of the termination agreements. In accordance with its charter, the Nominating and Corporate Governance Committee of the Board reviewed and approved the termination agreements. Mr. McNaney is not a member of the Nominating and Corporate Governance Committee.
| ● | The change in homebuilding general and administrative expenses for the three months ended July 31, 2026 compared to the prior period was primarily due to an increase in payroll and benefits and marketing expenses. |
| ● | The change in corporate general and administrative expenses for the three months ended July 31, 2026 compared to the prior period was primarily due to an increase in compensation expense, professional services and director fees. |
The Company did not record any non-cash impairment charges on real estate inventory or investment assets in the three months ended July 31, 2026 or July 31, 2025. Changes in economic and other market conditions may adversely impact the fair market value of the Company’s real estate inventory or investment assets, which could lead to impairment charges in future periods.
Interest Income, net. Interest income, net was $448,000 and $456,000 for the three months ended July 31, 2026 and July 31, 2025. There were no interest or loan costs capitalized in real estate inventory in the three months ended July 31, 2026 and July 31, 2025.
Income Taxes. The Company had a provision for income taxes of $9,000 and $1,910,000 for the three months ended July 31, 2026 and July 31, 2025 related to the amount of income before income taxes during each period.
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LIQUIDITY AND CAPITAL RESOURCES
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 2026 Form 10-K.
The Company had cash, cash equivalents and restricted cash as follows (dollars in thousands):
| July 31, | | April 30, |
| ||||||||
2026 | 2026 | | Increase (decrease) | |||||||||
Cash | $ | 9,810 | $ | 13,801 |
| $ | (3,991) | | (29) | % | ||
U.S. Government Securities |
| 38,874 |
| 38,526 | 348 | 1 | % | |||||
Restricted Cash |
| 366 |
| 362 | 4 | 1 | % | |||||
Total | $ | 49,050 | $ | 52,689 | (3,639) | (7) | % | |||||
Cash Flow. The following presents information on cash flows (in thousands):
Three Months Ended July 31, | ||||||
| 2026 | | 2025 | |||
Net cash provided by (used in) operating activities | $ | (3,634) | $ | 9,525 | ||
Net cash provided by (used in) investing activities |
| (4) |
| (20) | ||
Net cash provided by (used in) financing activities |
| (1) |
| (2) | ||
(Decrease) increase in cash and cash equivalents | $ | (3,639) | $ | 9,503 | ||
Notes payable decreased from $18,000 as of April 30, 2026 to $17,000 as of July 31, 2026 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 2026 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):
| July 31, | | April 30, | Increase |
| |||||||
2026 | 2026 | | (decrease) |
| ||||||||
Real estate inventory | $ | 68,888 | $ | 66,556 | $ | 2,332 | | 4 | % | |||
Investment assets, net |
| 18,107 |
| 16,174 | 1,933 |
| 12 | % | ||||
Other assets |
| 3,848 |
| 3,691 | 157 |
| 4 | % | ||||
Deferred income taxes, net |
| 5,763 |
| 5,772 | (9) |
| — | % | ||||
Accounts payable and accrued expenses |
| 4,424 |
| 4,017 | 407 |
| 10 | % | ||||
Income taxes payable, net |
| 104 |
| 104 | — |
| — | % | ||||
| ● | Real estate inventory consists of (dollars in thousands): |
| July 31, | | April 30, | Increase |
| |||||||
2026 | 2026 | | (decrease) |
| ||||||||
Land inventory | $ | 57,165 | $ | 54,843 | $ | 2,322 | | 4 | % | |||
Homebuilding model and completed inventory |
| 6,283 | 8,675 | (2,392) |
| (28) | % | |||||
Homebuilding construction in process |
| 5,440 | 3,038 | 2,402 |
| 79 | % | |||||
Total | $ | 68,888 | $ | 66,556 | ||||||||
From April 30, 2026 to July 31, 2026, the change in land inventory was primarily due to land development activity and the acquisition of land offset in part by the sale of land, the change in homebuilding model and completed 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. Refer to Note 2 to the consolidated financial statements contained in the 2026 Form 10-K for detail regarding real estate inventory.
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| ● | Investment assets, net consist of (dollars in thousands): |
July 31, | April 30, | Increase |
| |||||||||
| 2026 | | 2026 | | (decrease) |
| ||||||
Land held for long-term investment | $ | 8,481 | $ | 8,482 | $ | (1) | | — | % | |||
Owned real estate leased or intended to be leased |
| 10,004 |
| 8,029 |
| 1,975 |
| 25 | % | |||
Less accumulated depreciation | (378) | (337) | (41) | (12) | % | |||||||
Owned real estate leased or intended to be leased, net | 9,626 | 7,692 | 1,934 | 25 | % | |||||||
Total | $ | 18,107 | $ | 16,174 | ||||||||
As of July 31, 2026, the Company leased 30 homes to residential tenants. As of April 30, 2026, the Company leased 28 homes 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 $41,000 and $39,000 for the three months ended July 31, 2026 and July 31, 2025. Refer to Note 3 to the consolidated financial statements contained in the 2026 Form 10-K for detail regarding investment assets, net.
| ● | From April 30, 2026 to July 31, 2026: |
| o | The change in other assets was primarily due to an increase in miscellaneous assets involving accounts receivable. |
| 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 three months ended July 31, 2026. |
| o | The change in accounts payable and accrued expenses was primarily due to increases in trade payables and customer deposits offset in part by a decrease in accrued expenses. |
Off-Balance Sheet Arrangements. As of July 31, 2026 and July 31, 2025, 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 2026 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.
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
18
sales values of individual parcels of land in connection with the allocation of common land development costs, (4) the adequacy of warranty reserves to cover the ultimate resolution of any potential liabilities associated with warranty claims, (5) the conditions resulting in homebuyer affordability challenges, (6) the amount of land sale revenues during 2026 and 2027, (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 owned real estate leased or intended to be leased, (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.
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 Chief Financial Officer, 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 Chief Financial Officer have concluded that such disclosure controls and procedures were effective as of July 31, 2026 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 Chief Financial Officer, 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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PART II. OTHER INFORMATION
Item 5. Other Information
During the three months ended July 31, 2026, no director or officer of the Company
Item 6. Exhibits
Exhibit | | Description |
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) |
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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: September 11, 2026 | AMREP CORPORATION | |
(Registrant) | ||
By: | /s/ Adrienne M. Uleau | |
Name: Adrienne M. Uleau | ||
Title: Chief Financial Officer and Vice President | ||
(Principal Accounting Officer) | ||
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EXHIBIT INDEX
Exhibit | | Description |
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) |
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