UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JanuaryJuly 31, 2018
2023
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________________________ to _________________________________
Commission File NumberNumber: 1-4702
AMREP Corporation
(Exact Name of Registrant as Specified in its Charter)
Oklahoma | 59-0936128 | |
State or Other Jurisdiction of Incorporation or Organization | I.R.S. Employer Identification No. | |
850 West Chester Pike, Suite 205, Havertown, PA | 19083 | |
Address of Principal Executive Offices | Zip Code |
(610) 487-0905 |
Registrant’s Telephone Number, Including Area Code |
| ||
| ||
Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock $0.10 par value | | AXR | | New York Stock Exchange |
Registrant’s telephone number, including area code:(610) 487-0905
Indicate by check mark whether the Registrantregistrant (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 Registrantregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrantregistrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 Registrantregistrant was required to submit and post such files).
Yes ☒ No ☐
Indicate by check mark whether the Registrantregistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☐ | Accelerated filer | |||
Non-accelerated filer☒ | Smaller reporting company | |||
Emerging growth company☐ |
If an emerging growth company, indicate by check mark if the Registrantregistrant 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 Registrantregistrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
Number of Shares of Common Stock, par value $.10 per share, outstanding at March 15, 2018September 12, 2023 – 8,098,704.5,271,309.
AMREP CORPORATION AND SUBSIDIARIES
INDEX
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Balance SheetsCONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par valueshare and per share amounts)
| January 31, 2018 | April 30, 2017 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Cash and cash equivalents | $ | 13,854 | $ | 11,811 | ||||
| Receivables, net | 6,918 | 6,379 | ||||||
| Real estate inventory | 58,271 | 56,090 | ||||||
| Investment assets | 9,714 | 9,715 | ||||||
| Property, plant and equipment, net | 10,028 | 10,852 | ||||||
| Other assets | 2,238 | 2,310 | ||||||
| Deferred income taxes, net (Note 9) | 4,815 | 9,519 | ||||||
| TOTAL ASSETS | $ | 105,838 | $ | 106,676 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| LIABILITIES: | ||||||||
| Accounts payable and accrued expenses | $ | 9,187 | $ | 7,035 | ||||
| Notes payable | 638 | - | ||||||
| Taxes payable, net | 41 | 465 | ||||||
| Other liabilities and deferred revenue | 1,653 | 3,376 | ||||||
| Accrued pension costs | 9,707 | 10,967 | ||||||
| TOTAL LIABILITIES | 21,226 | 21,843 | ||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 8,323,954 at January 31, 2018 and 8,303,204 at April 30, 2017 | 832 | 830 | ||||||
| Capital contributed in excess of par value | 50,922 | 50,694 | ||||||
| Retained earnings | 45,639 | 46,764 | ||||||
| Accumulated other comprehensive loss, net | (8,566 | ) | (9,240 | ) | ||||
| Treasury stock, at cost; 225,250 shares at January 31, 2018 and April 30, 2017 | (4,215 | ) | (4,215 | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | 84,612 | 84,833 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 105,838 | $ | 106,676 | ||||
| | | | | | |
| | July 31, | | April 30, | ||
| | 2023 | | 2023 | ||
|
| (Unaudited) |
| | ||
ASSETS |
| |
|
| |
|
Cash and cash equivalents | | $ | 21,777 | | $ | 19,993 |
Real estate inventory | |
| 63,443 | |
| 65,625 |
Investment assets, net | |
| 16,544 | |
| 13,747 |
Other assets | |
| 2,562 | |
| 3,249 |
Income taxes receivable | |
| — | |
| 41 |
Deferred income taxes, net | | | 11,857 | | | 12,493 |
Prepaid pension costs | |
| 724 | |
| 747 |
TOTAL ASSETS | | $ | 116,907 | | $ | 115,895 |
| | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | |
|
| |
|
|
LIABILITIES: | |
|
| |
|
|
Accounts payable and accrued expenses | | $ | 4,460 | | $ | 4,851 |
Notes payable | |
| 41 | |
| 44 |
Income taxes payable | |
| 48 | |
| — |
TOTAL LIABILITIES | |
| 4,549 | |
| 4,895 |
| | | | | | |
SHAREHOLDERS’ EQUITY: | |
|
| |
|
|
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 5,271,309 at July 31, 2023 and 5,254,909 at April 30, 2023 | |
| 526 | | | 526 |
Capital contributed in excess of par value | |
| 32,698 | |
| 32,686 |
Retained earnings | |
| 77,964 | |
| 76,618 |
Accumulated other comprehensive income (loss), net | |
| 1,170 | |
| 1,170 |
TOTAL SHAREHOLDERS’ EQUITY | |
| 112,358 | |
| 111,000 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 116,907 | | $ | 115,895 |
The accompanying notes to unaudited condensed consolidated financial statements are an
integral part of these unaudited condensed consolidated financial statements.
2
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
Three Months Ended Januaryended July 31, 20182023 and 20172022
(Amounts in thousands, except per share amounts)
| 2018 | 2017 | |||||||
| REVENUES: | ||||||||
| Fulfillment services | $ | 7,676 | $ | 8,222 | ||||
| Real estate land sales | 2,510 | 1,461 | ||||||
| Other | 193 | 94 | ||||||
| 10,379 | 9,777 | |||||||
| COSTS AND EXPENSES: | ||||||||
| Real estate land sales | 2,109 | 848 | ||||||
| Operating and selling expenses: | ||||||||
| Fulfillment services | 6,338 | 6,855 | ||||||
| Real estate | 470 | 370 | ||||||
| General and administrative expenses: | ||||||||
| Fulfillment services | 313 | 345 | ||||||
| Real estate | 156 | 130 | ||||||
| Corporate | 690 | 787 | ||||||
| Impairment of real estate assets | - | 150 | ||||||
| Interest expense | 18 | 22 | ||||||
| 10,094 | 9,507 | |||||||
| Income before income taxes | 285 | 270 | ||||||
| Provision for income taxes (Note 9) | 3,136 | 96 | ||||||
| Net income (loss) | (2,851 | ) | 174 | |||||
| Retained earnings, beginning of period | 48,490 | 47,521 | ||||||
| Retained earnings, end of period | $ | 45,639 | $ | 47,695 | ||||
| Earnings (loss) per share, net - basic and diluted | $ | (0.35 | ) | $ | 0.02 | |||
| Weighted average number of common shares outstanding – basic | 8,075 | 8,053 | ||||||
| Weighted average number of common shares outstanding – diluted | 8,075 | 8,080 | ||||||
| | | | | | |
| | Three Months ended | ||||
| | July 31, | ||||
|
| 2023 |
| 2022 | ||
REVENUES: |
| |
|
| |
|
Land sale revenues | | $ | 6,658 | | $ | 5,172 |
Home sale revenues | | | 3,402 | | | 5,439 |
Other revenues | |
| 229 | |
| 96 |
Total revenues | |
| 10,289 | |
| 10,707 |
| | | | | | |
COSTS AND EXPENSES: | |
|
| |
| |
Land sale cost of revenues, net | |
| 4,281 | |
| 3,307 |
Home sale cost of revenues | | | 2,391 | | | 3,663 |
Other cost of revenues | |
| 19 | |
| — |
General and administrative expenses | |
| 1,575 | | | 1,171 |
Total costs and expenses | |
| 8,266 | |
| 8,141 |
Operating income | | | 2,023 | | | 2,566 |
| | | | | | |
Interest income, net | |
| 48 | |
| 7 |
Income before income taxes | | | 2,071 | | | 2,573 |
| | | | | | |
Provision for income taxes | | | 725 | | | 661 |
Net income | | $ | 1,346 | | $ | 1,912 |
| | | | | | |
Basic earnings per share | | $ | 0.25 | | $ | 0.36 |
Diluted earnings per share | | $ | 0.25 | | $ | 0.36 |
Weighted average number of common shares outstanding – basic | |
| 5,292 | |
| 5,274 |
Weighted average number of common shares outstanding – diluted | |
| 5,325 | |
| 5,296 |
The accompanying notes to unaudited condensed consolidated financial statements are an
integral part of these unaudited condensed consolidated financial statements.
3
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of OperationsCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Three Months ended July 31, 2023 and Retained Earnings (Unaudited)
Nine Months Ended January 31, 2018 and 20172022
(Amounts in thousands, except per share amounts)thousands)
| 2018 | 2017 | |||||||
| REVENUES: | ||||||||
| Fulfillment services | $ | 22,592 | $ | 23,908 | ||||
| Real estate land sales | 6,603 | 7,710 | ||||||
| Other | 1,685 | 1,832 | ||||||
| 30,880 | 33,450 | |||||||
| COSTS AND EXPENSES: | ||||||||
| Real estate land sales | 4,471 | 6,370 | ||||||
| Operating and selling expenses: | ||||||||
| Fulfillment services | 18,415 | 20,235 | ||||||
| Real estate | 1,563 | 1,188 | ||||||
| General and administrative expenses: | ||||||||
| Fulfillment services | 970 | 1,025 | ||||||
| Real estate | 356 | 433 | ||||||
| Corporate | 2,194 | 2,364 | ||||||
| Impairment of real estate assets | - | 150 | ||||||
| Interest expense | 49 | 328 | ||||||
| 28,018 | 32,093 | |||||||
| Income before income taxes | 2,862 | 1,357 | ||||||
| Provision for income taxes (Note 9) | 3,987 | 441 | ||||||
| Net income (loss) | (1,125 | ) | 916 | |||||
| Retained earnings, beginning of period | 46,764 | 46,779 | ||||||
| Retained earnings, end of period | $ | 45,639 | $ | 47,695 | ||||
| Earnings (loss) per share, net - basic and diluted | $ | (0.14 | ) | $ | 0.11 | |||
| Weighted average number of common shares outstanding – basic | 8,070 | 8,048 | ||||||
| Weighted average number of common shares outstanding – diluted | 8,070 | 8,074 | ||||||
| | | | | | |
| | Three Months ended | ||||
| | July 31, | ||||
|
| 2023 |
| 2022 | ||
Net income | | $ | 1,346 | | $ | 1,912 |
Other comprehensive income, net of tax: | |
|
| |
|
|
Decrease in pension liability | | | — | | | 97 |
Income tax effect | | | — | | | (31) |
Decrease in pension liability, net of tax | | | — | | | 66 |
| | | | | | |
Other comprehensive income | |
| — | |
| 66 |
Total comprehensive income | | $ | 1,346 | | $ | 1,978 |
The accompanying notes to unaudited condensed consolidated financial statements are an
integral part of these unaudited condensed consolidated financial statements.
4
AMREP CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)
Consolidated Statements of Comprehensive Income (Loss) (Unaudited)
Three Months ended July 31, 2023 and Nine Months Ended January 31, 2018 and 20172022
(Amounts in thousands)
| Three Months Ended January 31, | ||||||||
| 2018 | 2017 | |||||||
| Net income (loss) | $ | (2,851 | ) | $ | 174 | |||
| Other comprehensive income (loss), net of tax: | ||||||||
| Decrease in pension liability, net of tax ($98 in 2018 and $153 in 2017) | 225 | 248 | ||||||
| Other comprehensive income (loss) | 225 | 248 | ||||||
| Total comprehensive income (loss) | $ | (2,626 | ) | $ | 422 | |||
| | | | | | | | | | | | | | | | | |
| | | | | | | Capital | | | | | Accumulated | | | | ||
| | | | | | | Contributed | | | | | Other | | | | ||
| | Common Stock | | in Excess of | | Retained | | Comprehensive | | | | ||||||
|
| Shares |
| Amount |
| Par Value |
| Earnings |
| Income (Loss) |
| Total | |||||
Balance, May 1, 2022 |
| 5,240 | | $ | 524 | | $ | 32,383 | | $ | 54,828 | | $ | (4,573) | | $ | 83,162 |
Issuance of restricted common stock | | 15 | | | 2 | | | 162 | | | — | | | — | | | 164 |
Compensation related to issuance of option to purchase common stock | | — | | | — | | | 13 | | | — | | | — | | | 13 |
Net income | | — | | | — | | | — | | | 1,912 | | | — | | | 1,912 |
Other comprehensive income |
| — | | | — | |
| — | |
| — | |
| 66 | |
| 66 |
Balance, July 31, 2022 |
| 5,255 | | $ | 526 | | $ | 32,558 | | $ | 56,740 | | $ | (4,507) | | $ | 85,317 |
| | | | | | | | | | | | | | | | | |
Balance, May 1, 2023 | | 5,255 | | $ | 526 | | $ | 32,686 | | $ | 76,618 | | $ | 1,170 | | $ | 111,000 |
Issuance of restricted common stock | | 16 | | | — | | | — | | | — | | | — | | | — |
Compensation related to issuance of option to purchase common stock | | — | | | — | | | 12 | | | — | | | — | | | 12 |
Net income | | — | | | — | | | — | | | 1,346 | | | — | | | 1,346 |
Balance, July 31, 2023 |
| 5,271 | | $ | 526 | | $ | 32,698 | | $ | 77,964 | | $ | 1,170 | | $ | 112,358 |
| Nine Months Ended January 31, | ||||||||
| 2018 | 2017 | |||||||
| Net income (loss) | $ | (1,125 | ) | $ | 916 | |||
| Other comprehensive income (loss), net of tax: | ||||||||
| Decrease in pension liability, net of tax ($296 in 2018 and $456 in 2017) | 674 | 746 | ||||||
| Other comprehensive income (loss) | 674 | 746 | ||||||
| Total comprehensive income (loss) | $ | (451 | ) | $ | 1,662 | |||
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)
Consolidated Statements of Cash Flows from Operations (Unaudited)
NineThree Months Ended Januaryended July 31, 20182023 and 20172022
(Amounts in thousands)
| 2018 | 2017 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) from operations | $ | (1,125 | ) | $ | 916 | |||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 954 | 1,058 | ||||||
| Impairment of real estate assets | - | 150 | ||||||
| Non-cash credits and charges: | ||||||||
| Non-cash gain on settlement | (1,318 | ) | - | |||||
| Non-cash deferred revenue recognized | (61 | ) | - | |||||
| Provision for (recovery of) doubtful accounts | 28 | (5 | ) | |||||
| Stock-based compensation | 136 | 99 | ||||||
| Pension accrual | 750 | 944 | ||||||
| Changes in assets and liabilities: | ||||||||
| Receivables | (567 | ) | 86 | |||||
| Real estate inventory and investment assets | (2,180 | ) | 4,958 | |||||
| Other assets | 146 | 701 | ||||||
| Accounts payable and accrued expenses | 2,172 | (1,490 | ) | |||||
| Taxes payable | (424 | ) | (124 | ) | ||||
| Other liabilities and deferred revenue | (344 | ) | (248 | ) | ||||
| Deferred income taxes | 4,408 | 562 | ||||||
| Accrued pension costs | (1,040 | ) | - | |||||
| Total adjustments | 2,660 | 6,691 | ||||||
| Net cash provided by operating activities | 1,535 | 7,607 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Capital expenditures – property, plant and equipment | (130 | ) | (63 | ) | ||||
| Net cash used in investing activities | (130 | ) | (63 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from debt financing | 638 | 340 | ||||||
| Principal debt payments | - | (895 | ) | |||||
| Principal debt payments – related party | - | (10,798 | ) | |||||
| Net cash provided by (used in) financing activities | 638 | (11,353 | ) | |||||
| Increase (decrease) in cash and cash equivalents | 2,043 | (3,809 | ) | |||||
| Cash and cash equivalents, beginning of period | 11,811 | 14,562 | ||||||
| Cash and cash equivalents, end of period | $ | 13,854 | $ | 10,753 | ||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Interest paid, net of amounts capitalized | $ | 42 | $ | 314 | ||||
| Income taxes paid, net | $ | 7 | $ | 4 | ||||
| | | | | | |
| | Three Months ended July 31, | ||||
|
| 2023 |
| 2022 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: |
| |
|
| |
|
Net income | | $ | 1,346 | | $ | 1,912 |
Adjustments to reconcile net income to net cash provided by operating activities: | |
|
| |
|
|
Depreciation | |
| 32 | |
| 8 |
Non-cash credits and charges: | |
| | |
| |
Stock-based compensation | |
| 48 | |
| 36 |
Deferred income tax provision | |
| 636 | |
| — |
Net periodic pension cost | |
| 23 | |
| (124) |
Changes in assets and liabilities: | |
|
| |
|
|
Real estate inventory and investment assets | |
| (634) | |
| (1,299) |
Other assets | |
| 684 | |
| 56 |
Accounts payable and accrued expenses | |
| (397) | |
| (1,107) |
Taxes (receivable) payable, net | |
| 89 | |
| 780 |
Net cash provided by operating activities | |
| 1,827 | |
| 262 |
| | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | |
| |
Capital expenditures of property and equipment | |
| (40) | |
| (118) |
Net cash used in investing activities | |
| (40) | |
| (118) |
| | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | |
| |
Proceeds from debt financing | |
| — | |
| 50 |
Principal debt payments | |
| (3) | |
| — |
Net cash provided by (used in) financing activities | |
| (3) | |
| 50 |
| | | | | | |
Increase in cash and cash equivalents | |
| 1,784 | |
| 194 |
Cash and cash equivalents, beginning of period | |
| 19,993 | |
| 15,721 |
Cash and cash equivalents, end of period | | $ | 21,777 | | $ | 15,915 |
| | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | |
|
| |
|
|
Interest paid | | $ | — | | $ | 16 |
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)
NineThree Months Ended JanuaryJuly 31, 20182023 and 20172022
The accompanying unaudited condensed consolidated financial statements have been prepared by AMREP Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The Company, through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales. Unless the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”)context otherwise indicates, all references to the Company in this quarterly report on Form 10-Q include the Company and its subsidiaries and the fulfillment services business operated by Palm Coast Data LLC (“Palm Coast”) and its affiliates. The Company’s foreign sales are insignificant.subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, considered necessary to reflect a fair presentationstatement 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 qualified,indicates, all references to 20182024 and 20172023 are to the fiscal years ending April 30, 20182024 and 2017 and all references to the third quarter and first nine months of 2018 and 2017 mean the fiscal three month and nine month periods ended January 31, 2018 and 2017.2023.
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, 2017,2023, which was filed with the SEC on July 18, 201725, 2023 (the “2017“2023 Form 10-K”). Certain 2017 balances in these financial statements have been reclassified to conform to the current year presentation with no effect on either net income or shareholders’ equity.
Recently Issued Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09,Revenue from Contracts with Customers. Since that date, the FASB has issued additional ASUs providing further revenue recognition guidance (collectively, “Topic 606”). Topic 606 clarifies the principles for recognizing revenues and costs related to obtaining and fulfilling customer contracts, with the objective of improving financial reporting. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Topic 606 defines a five-step process to achieve this core principle, and more judgment and estimates may be required under Topic 606 than are currently required under generally accepted accounting principles. The two permitted transition methods under Topic 606 are (i) the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or (ii) the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of adoption. The Company intends to use the modified retrospective transition method upon adoption. In August 2015, the FASB issued ASU No. 2015-14,Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the required adoption date until May 1, 2018 for the Company, although an earlier adoption is permitted. The Company does not intend to early adopt Topic 606.
The Company has established an implementation team to evaluate the impact of Topic 606 on the Company’ssignificant accounting policies processes and system requirements, as well as its consolidated financial statements. Depending on the results of the evaluation, there could be changes to the timing of recognition of revenues and related costs. The Company continues its evaluation of the impact of Topic 606. As of January 31, 2018, the Company had not determined a reasonable estimate of the impact ofused in preparing these new ASUs on itsunaudited condensed consolidated financial statements includingare consistent with the effectaccounting policies described in the 2023 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 the Company’s operating results, if any. The implementation team has reported the progress and statusits unaudited condensed consolidated financial statements.
(2) REAL ESTATE INVENTORY
Real estate inventory consists of its evaluation to the Audit Committee of the Company’s Board of Directors.(in thousands):
| | | | | | |
| | July 31, | | April 30, | ||
|
| 2023 |
| 2023 | ||
Land inventory in New Mexico | | $ | 56,688 | | $ | 59,361 |
Land inventory in Colorado | |
| 3,452 | |
| 3,445 |
Homebuilding model inventory | | | 1,070 | | | 1,171 |
Homebuilding construction in process | | | 2,233 | | | 1,648 |
Total | | $ | 63,443 | | $ | 65,625 |
Receivables,
(3) INVESTMENT ASSETS
Investment assets, net consist of:of (in thousands):
| January 31, 2018 | April 30, 2017 | |||||||
| (in thousands) | ||||||||
| Fulfillment services | $ | 7,269 | $ | 6,725 | ||||
| Real estate | 19 | - | ||||||
| Corporate | 6 | 2 | ||||||
| 7,294 | 6,727 | |||||||
| Less allowance for doubtful accounts | (376 | ) | (348 | ) | ||||
| $ | 6,918 | $ | 6,379 | |||||
| | | | | | |
|
| July 31, |
| April 30, | ||
| | 2023 | | 2023 | ||
Land held for long-term investment | | $ | 9,108 | | $ | 8,961 |
Owned real estate leased or intended to be leased | |
| 7,471 | |
| 4,802 |
Less accumulated depreciation | | | (35) | | | (16) |
Owned real estate leased or intended to be leased, net | | | 7,436 | | | 4,786 |
Total | | $ | 16,544 | | $ | 13,747 |
During the first nine months of 2018, revenues from one major customer of the Company’s fulfillment services business totaled $3,189,000 or approximately 10.3% of total revenues for the Company. As of JanuaryJuly 31, 2018, the Company’s fulfillment services business had $682,0002023, nine homes were leased to residential tenants and two buildings under construction were leased to commercial tenants. As of outstanding accounts receivable from this customer, whichApril 30, 2023, eight homes were leased to residential tenants and two buildings under construction were leased to commercial tenants. Depreciation associated with owned real estate leased or intended to be leased was collected in full by March 16, 2018. This customer has given the Company’s fulfillment services business notice that a significant portion of its business will be transferred from Palm Coast at the end of 2018.
Property, plant and equipment, net consist of:
| January 31, | April 30, | |||||||
| 2018 | 2017 | |||||||
| (in thousands) | ||||||||
| Land, buildings and improvements | $ | 15,925 | $ | 15,995 | ||||
| Furniture and equipment | 18,473 | 18,350 | ||||||
| 34,398 | 34,345 | |||||||
| Less accumulated depreciation | (24,370 | ) | (23,493 | ) | ||||
| $ | 10,028 | $ | 10,852 | |||||
Depreciation of property, plant and equipment charged to operations was $319,000 and $954,000$19,000 for the three months ended July 31, 2023 and nine month periods ended January 31, 2018 and $341,000 and $1,051,000there was no such depreciation for the three and nine month periodsmonths ended JanuaryJuly 31, 2017.2022.
7
Other assets consist of:of (in thousands):
| January 31, | April 30, | |||||||
| 2018 | 2017 | |||||||
| (in thousands) | ||||||||
| Prepaid expenses | $ | 1,426 | $ | 1,491 | ||||
| Deferred order entry costs | 533 | 553 | ||||||
| Other | 279 | 266 | ||||||
| $ | 2,238 | $ | 2,310 | |||||
| | | | | | |
|
| July 31, |
| April 30, | ||
| | 2023 | | 2023 | ||
Prepaid expenses | | $ | 882 | | $ | 1,536 |
Miscellaneous assets | | | 302 | | | 362 |
Property | | | 1,260 | | | 1,251 |
Equipment | | | 396 | | | 366 |
Less accumulated depreciation of property and equipment | | | (278) | | | (266) |
Property and equipment, net | | | 1,378 | | | 1,351 |
Total | | $ | 2,562 | | $ | 3,249 |
Deferred order entry costs represent costs incurred in connectionPrepaid expenses as of July 31, 2023 primarily consist of insurance and income and real estate taxes. Prepaid expenses as of April 30, 2023 primarily consist of a land development cash collateralized performance guaranty, stock compensation, insurance and income and real estate taxes. Amortized lease cost for right-of-use assets associated with the data entryleases of customer subscription information to database filesoffice facilities was $6,000 for each of the three months ended July 31, 2023 and are charged directly to operations generally over a twelve month period.July 31, 2022. Depreciation expense associated with property and equipment was $12,000 and $8,000 for the three months ended July 31, 2023 and July 31, 2022.
(5) ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
Accounts payable and accrued expenses consist of:of (in thousands):
| January 31, | April 30, | |||||||
| 2018 | 2017 | |||||||
| (in thousands) | ||||||||
| Fulfillment services | $ | 5,420 | $ | 5,637 | ||||
| Real estate | 3,356 | 1,138 | ||||||
| Corporate | 411 | 260 | ||||||
| $ | 9,187 | $ | 7,035 | |||||
| | | | | | |
|
| July 31, |
| April 30, | ||
| | 2023 | | 2023 | ||
Land development and homebuilding operations | | | | | | |
Accrued expenses | | $ | 1,092 | | $ | 1,028 |
Trade payables | |
| 1,537 | |
| 1,870 |
Customer deposits | | | 1,364 | | | 1,319 |
| | | 3,993 | | | 4,217 |
Corporate operations | | | 467 | | | 634 |
Total | | $ | 4,460 | | $ | 4,851 |
Fulfillment Services:
8
(6) NOTES PAYABLE
The following tables present information on the Company’s notes payable as of July 31, 2023 (dollars in thousands):
| | | | | | | | | | | |
| | |
| Principal Amount |
| | | | | | |
| | | | Available for | | Outstanding | |||||
| | | | New Borrowings | | Principal Amount | |||||
| | | | July 31, | | July 31, | | April 30, | |||
Loan Identifier | | Lender | | 2023 | | 2023 |
| 2023 | |||
Revolving Line of Credit | | BOKF |
| $ | 4,177 |
| $ | — |
| $ | — |
La Mirada | | BOKF | |
| — | |
| — | |
| — |
Equipment Financing | | DC | | | — | | | 41 | | | 44 |
Total | | | | $ | 4,177 | | $ | 41 | | $ | 44 |
| | | | | | | |
(data as of July 31, 2023) |
| |
| Mortgaged Property |
| | |
Loan Identifier | | Interest Rate | | Book Value | | Scheduled Maturity | |
Revolving Line of Credit |
| 8.37 | % | $ | 1,721 | | August 2025 |
La Mirada |
| 8.37 | % |
| 8,868 | | June 2024 |
Equipment Financing |
| 2.35 | % |
| 41 | | June 2028 |
| | | | | | | | | | | | |
(data for three months ended July 31) | | Principal Repayments | | Capitalized Interest and Fees | ||||||||
Loan Identifier |
| 2023 |
| 2022 |
| 2023 |
| 2022 | ||||
Revolving Line of Credit |
| $ | — |
| $ | — |
| $ | — |
| $ | — |
La Mirada | |
| — | |
| — | |
| — | |
| 16 |
Equipment Financing | |
| 3 | |
| — | |
| — | |
| — |
Total | | $ | 3 | | $ | — | | $ | — | | $ | 16 |
As of JanuaryJuly 31, 2018,2023, the accounts payable and accrued expenses total for the Company’s fulfillment services business included customer postage deposits of $3,362,000, accrued expenses of $496,000, trade payables of $443,000 and other of $1,119,000. As of April 30, 2017, the accounts payable and accrued expenses total for the Company’s fulfillment services business included customer postage deposits of $3,178,000, accrued expenses of $488,000, trade payables of $617,000 and other of $1,354,000.
Real Estate: As of January 31, 2018, the accounts payable and accrued expenses total for the Company’s real estate business included accrued expenses of $900,000, trade payables of $1,961,000, real estate customer deposits of $490,000 and other of $5,000. As of April 30, 2017, the accounts payable and accrued expenses total for the Company’s real estate business included accrued expenses of $967,000, trade payables of $0, real estate customer deposits of $155,000 and other of $16,000.
Notes payable consist of:
| January 31, | April 30, | |||||||
| 2018 | 2017 | |||||||
| (in thousands) | ||||||||
| Real estate | $ | 638 | $ | - | ||||
| $ | 638 | $ | - | |||||
During December 2017, Lomas Encantadas Development Company LLC (“LEDC”), an indirect subsidiary of AMREP Corporation, entered into a Development Loan Agreement with BOKF, NA dba Bank of Albuquerque (“Lender”). The Development Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory Note, dated December 18, 2017, and is secured by a Mortgage, Security Agreement and Financing Statement, between LEDC and Lender, dated November 16, 2017, with respect to 343 planned residential lots within the Lomas Encantadas subdivision (the “Mortgaged Property”) located in Rio Rancho, New Mexico. Pursuant to a Guaranty Agreement, dated December 18, 2017, entered into by AMREP Southwest in favor of Lender, AMREP Southwest has guaranteed LEDC’s obligations under each of the above agreements. The Development Loan Agreement, Non-Revolving Line of Credit Promissory Note, Mortgage, Security Agreement and Financing Statement, Guaranty Agreement and other related transaction documents are collectively referred to as the “Loan Documentation.”
Pursuant to the Loan Documentation, Lender agrees to lend up to $4,750,000 to LEDC on a non-revolving line of credit basis to partially fund the development of the Mortgaged Property. LEDC expects to fully utilize the $4,750,000 for its land development activities. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to the London Interbank Offered Rate for a thirty-day interest period plus a spread of 3.0%, adjusted monthly. Lender is required to release the lien of its mortgage on any lot included in the Mortgaged Property upon LEDC making a principal payment of $43,000 or $53,000 depending on the location of the lot. LEDC is required to make periodic principal repayments to the extent not previously paid as follows: $1,370,000 on or before August 18, 2019, $599,000 on or before November 18, 2019, $599,000 on or before February 18, 2020, $599,000 on or before May 18, 2020, $599,000 on or before August 18, 2020 and $599,000 on or before November 18, 2020. The outstanding principal amount of the loan as of January 31, 2018 was $638,000. The outstanding principal amount of the loan may be prepaid at any time without penalty. The loan is scheduled to mature on December 18, 2021. LEDC incurred certain customary costs and expenses and paid certain fees to Lender in connection with the loan.
LEDC and AMREP Southwest have made certain representations and warranties in the Loan Documentation and are required to comply with various covenants, reporting requirements and other customary requirements for similar loans. The Loan Documentation contains customary events of default for similar financing transactions, including: LEDC’s failure to make principal, interest or other payments when due; the failure of LEDC or AMREP Southwest to observe or perform their respective covenants under the Loan Documentation; the representations and warranties of LEDC or AMREP Southwest being false; the insolvency or bankruptcy of LEDC or AMREP Southwest; and the failure of AMREP Southwest to maintain a tangible net worth of at least $35 million. Upon the occurrence and during the continuance of an event of default, Lender may declare the outstanding principal amount and all other obligations under the Loan Documentation immediately due and payable. At January 31, 2018, both LEDC and AMREP Southwest were in compliance with the financial covenants contained withinin the Loan Documentation.
Other revenuesloan documentation for the third quarter and first nine months of 2018 and 2017 consist of:
| Third Quarter of 2018 | Third Quarter of 2017 | |||||||
| (in thousands) | ||||||||
| Deferred revenue and other | $ | 193 | $ | 94 | ||||
| $ | 193 | $ | 94 | |||||
| First Nine Months of 2018 | First Nine Months of 2017 | |||||||
| (in thousands) | ||||||||
| Settlement gain | $ | 1,318 | $ | - | ||||
| Sale of commercial building | - | 1,496 | ||||||
| Deferred revenue and other | 367 | 336 | ||||||
| $ | 1,685 | $ | 1,832 | |||||
Deferred revenue and other includes the recognition of deferred revenue related to an oil and gas lease noted below, as well as fees and forfeited deposits from customers earned by AMREP Southwest, together with miscellaneous other income items.
then outstanding notes payable. Refer to Note 96 to the consolidated financial statements contained in the 20172023 Form 10-K for additional detail about the settlement agreement entered into between Palm Coast and the State of Florida in the first quarter of 2018. In June 2009, Palm Coast received $3,000,000 pursuant to an agreement with the State of Florida (the “Award Agreement”) as part of the incentives made available in connection with the consolidation of the Company’s fulfillment services operations at its Palm Coast, Florida location. The Award Agreement included certain performance requirements in terms of job retention, job creation and capital investment which, if not met by Palm Coast, entitled the State of Florida to obtain the return of a portion, or all, of the $3,000,000. Palm Coast had not met certain of the performance requirements in the Award Agreement. During the first quarter of 2018, Palm Coast entered into a Settlement Agreement and Mutual General Release (the “Settlement Agreement”) with the State of Florida. Pursuant to the Settlement Agreement, (1) the Award Agreement was terminated, (2) each of the parties released all claims relating toabove notes payable.
As of July 31, 2023, the Award Agreement thatCompany had (a) a letter of credit outstanding under its Revolving Line of Credit in the releasing party may have had againstprincipal amount of $1,323,000 in favor of a municipality guarantying the other party and (3) Palm Coast agreed to paycompletion of improvements in a subdivision being constructed by the State of Florida $1,763,000 as follows: (a) $163,000 during the first quarter of 2018Company and (b) 40 quarterly payments$250,000 reserved under its Revolving Line of $40,000 each, without interest, onCredit for credit card usage. As of July 31, 2023, the first business dayCompany had loan reserves outstanding under its note payable for La Mirada in the aggregate principal amount of each calendar quarter starting on October 1, 2017$2,364,000 in favor of a municipality guarantying the completion of improvements in a subdivision being constructed by the Company. The amounts under the letter of credit and ending onloan reserves are not reflected as outstanding principal in notes payable.
The following table summarizes the notes payable scheduled principal repayments subsequent to July 1, 2027. Palm Coast timely paid31, 2023 (in thousands):
| | | |
Fiscal Year |
| Scheduled Payments | |
2024 | | $ | 6 |
2025 | |
| 8 |
2026 | |
| 8 |
Thereafter | |
| 19 |
Total | | $ | 41 |
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 from homes constructed and sold by the State of Florida $163,000 duringCompany in the first quarter of 2018, $40,000 during the second quarter of 2018 and $40,000 during the third quarter of 2018, leaving a balance owed to the State of Florida of $1,520,000 as of January 31, 2018.Albuquerque, New Mexico metropolitan area.
In the Company’s consolidated financial statements and as a result of entering into the Settlement Agreement, Palm Coast reduced its previously recorded liability of $3,000,000 and a related $26,000 interest accrual by $1,620,000 to $1,406,000 by recognizing a pre-tax gain of $1,318,000 and recording deferred revenue of $302,000. The $1,318,000 pre-tax gain was determined based on depreciation previously taken on assets acquired with Award Agreement funds that were retained by Palm Coast and was recognized inOther revenues. Other revenues during the first nine monthsconsist of 2018. The $302,000 deferred revenue will be recognized over the remaining life of these assets (approximately seven years from January 31, 2018), with $61,000 having been recognized during the first nine months of 2018 resulting in a deferred revenue balance of $241,000 as of January 31, 2018. As a result of paying the State of Florida $163,000 during the first quarter of 2018, $40,000 during the second quarter of 2018 and $40,000 during the third quarter of 2018, Palm Coast recognized $41,000 of imputed interest expense and reduced its remaining balance sheet liability of $1,406,000 as of the date of the Settlement Agreement to $1,204,000 as of January 31, 2018. These balance sheet liability numbers are less than the amounts owed to the State of Florida of $1,763,000 as of the date of the Settlement Agreement and $1,520,000 as of January 31, 2018 because they have been adjusted to reflect the present values of these deferred non-interest bearing obligations. In February 2018, the Company, Palm Coast and the State of Florida entered into an agreement with respect to the remaining payment obligations under the Settlement Agreement (see Note 10).(in thousands):
| | | | | | |
| | Three Months | ||||
| | Ended July 31, | ||||
|
| 2023 |
| 2022 | ||
Oil and gas royalties | | $ | — | | $ | 57 |
Landscaping revenues | | | 112 | | | — |
Miscellaneous other revenues | |
| 117 | |
| 39 |
Total | | $ | 229 | | $ | 96 |
In addition, referRefer to Note 107 to the consolidated financial statements contained in the 20172023 Form 10-K for additional detail about the categories of other revenues.
Miscellaneous other revenues for the three months ended July 31, 2023 primarily consist of extension fees for purchase contracts, forfeited deposits and residential rental revenues. Miscellaneous other revenues for the three months ended July 31, 2022 primarily consist of a non-refundable option payment and a forfeited deposit.
Major customers. Substantially all of the land sale revenues were received from four customers for the three months ended July 31, 2023 and three customers for the three months ended July 31, 2022. Other than receivables for immaterial amounts, there were no outstanding receivables from these customers as of July 31, 2023 or July 31, 2022. There were two customers that each contributed in excess of 10% of the Company’s revenues for the three months ended July 31, 2023. The revenues from each such customer for the three months ended July 31, 2023 were as follows: $2,914,000 and $2,795,000, with each of these revenues reported in the Company’s land development business segment. There were two customers that each contributed in excess of 10% of the Company’s revenues for the three months ended July 31, 2022. The revenues for each such customer for the three months ended July 31, 2022 were as follows: $2,360,000 and $2,341,000, with each of these revenues reported in the Company’s land development business segment.
(8) COST OF REVENUES
Land sale cost of revenues, net consist of (in thousands):
| | | | | | |
|
| Three Months Ended | ||||
| | July 31, | ||||
|
| 2023 |
| 2022 | ||
Land sale cost of revenues | | $ | 5,166 | | $ | 3,832 |
Less: | |
| | |
| |
Public improvement district reimbursements | |
| (201) | |
| (291) |
Private infrastructure covenant reimbursements | |
| (135) | |
| (180) |
Payments for impact fee credits | |
| (549) | |
| (54) |
Land sale cost of revenues, net | | $ | 4,281 | | $ | 3,307 |
Home sale cost of revenues includes costs for residential homes that were sold.
Other cost of revenues for the three months ended July 31, 2023 consist of expenses associated with the cost of goods sold for landscaping services. There were no other cost of revenues for the three months ended July 31, 2022.
10
(9) GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses consist of (in thousands):
| | | | | | |
| | Three Months Ended July 31, | ||||
|
| 2023 |
| 2022 | ||
Land development | | $ | 831 | | $ | 607 |
Homebuilding | |
| 291 | |
| 257 |
Corporate | |
| 453 | |
| 307 |
Total | | $ | 1,575 | | $ | 1,171 |
(10) BENEFIT PLANS
Pension plan
Refer to Note 11 to the consolidated financial statements contained in the 2023 Form 10-K for detail aboutregarding the Oil and Gas Lease and the Addendum thereto with Thrust Energy, Inc. and Cebolla Roja, LLC. No royalties under the Lease were received during the first nine months of 2018. Revenue from this transaction is being recorded over the lease term and approximately $57,000 and $171,000 was recognized during the third quarter and first nine months of each of 2018 and 2017. At January 31, 2018, there was approximately $133,000 of deferred revenue remaining to be recognized before the end of the lease term in September 2018.
During the first quarter of 2017, a subsidiary of AMREP Southwest sold a single tenant retail commercial building in Rio Rancho, New Mexico, which resulted in a pre-tax gain of $1,496,000 that was recognized in Other revenues during the first nine months of 2018.
Retirement plan
The Company has aCompany’s defined benefit retirement plan for which accumulated benefits were frozen and future service credits were curtailed as of March 1, 2004. The Company has secured $4,535,000 of accrued pension-related obligations with first lien mortgages on certain real property in favor of the Pension Benefit Guaranty Corporation (the “PBGC”). On an annual basis, the Company is required to provide updated appraisals on each mortgaged property and, if the appraised value of the mortgaged properties is less than two times the amount of the accrued pension-related obligations secured by the mortgages, the Company is required to make a payment to its pension plan in an amount equal to one-half of the amount of the shortfall. During the third quarter of 2018, there was no change in the appraised value of the mortgaged properties that required the Company to make any additional payments to its pension plan.
The Company recognizes the known changes in the funded status of the pension plan in the period in which the changes occur through other comprehensive income, (loss) net of the related deferred income tax effect. The Company recognizedrecorded no other comprehensive income for the three months ended July 31, 2023. The Company recorded, net of tax, other comprehensive income of $225,000 and $674,000$66,000 for the three and nine months ended JanuaryJuly 31, 2018, and $248,000 and $746,0002022 to account for the same periodsnet effect of 2017, relatedchanges to the amortization of the plan’s unrecognized net loss included in the Accumulated other comprehensive loss, net in the accompanying financial statements.
pension liability. The Company funds the pension plan in compliance with IRS funding requirements. The Company contributed $1,040,000did not make any contributions to the pension plan duringfor the ninethree months ended JanuaryJuly 31, 2018 and none for the same period of 2017.2023 or July 31, 2022.
Equity compensation plan
In September 2016,Refer to Note 11 to the consolidated financial statements contained in the 2023 Form 10-K for detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “2016 Equity“Equity Plan”) replaced the AMREP Corporation 2006 Equity Compensation Plan (together with the 2016 Equity Plan, the “Equity Plans”). The Company issued 25,750summary of the restricted share award activity for the three months ended July 31, 2023 presented below represents the maximum number of shares of restricted common stock under the 2016 Equity Plan during the first nine months of 2018. In addition, 5,000 shares of restricted common stock issued under the 2006 Equity Plan prior to 2018 were returned to the Company during the second quarter of 2018 and will not vest due to the retirement of an employee. During the first nine months of 2018, 10,500 shares of restricted common stock previously issued under the Equity Plansthat could become vested leaving 34,750 restricted shares issued under the Equity Plansafter that had not vested as of January 31, 2018. For the third quarter and first nine months of 2018,date:
| | |
| | |
| | Number of |
Restricted share awards | | Shares |
Non-vested as of April 30, 2023 | 26,267 | |
Granted during the three months ended July 31, 2023 | 16,400 | |
Vested during the three months ended July 31, 2023 | (12,199) | |
Forfeited during the three months ended July 31, 2023 | — | |
Non-vested as of July 31, 2023 | 30,468 |
The Company recognized $31,000 and $76,000 of non-cash compensation expense related to the vesting of restricted shares of common stock issued,net of forfeitures of $36,000 and $19,000 and $48,000$22,000 for the same periods of 2017.three months ended July 31, 2023 and July 31, 2022. As of JanuaryJuly 31, 2018,2023, there was $138,000$384,000 of unrecognized compensation expense related to restricted shares of common stock previously issued under the Equity Plans whichPlan that had not vested, as of that date, which is expected to be recognized over the remaining vesting term not to exceed three years.
OnIn November 2021, the last trading day of calendar year 2017,Company granted Christopher V. Vitale, the President and based upon days of service, each non-employee memberChief Executive Officer of the Company’s BoardCompany, an option to purchase 50,000 shares of Directors was issued the number of deferred common share unitsstock of the Company under the 2016 Equity Plan equalwith an exercise price of $14.24 per share. As of July 31, 2023, the option had not been exercised, cancelled or forfeited. The Company recognized non-cash compensation expense related to $20,000 divided by the closing price per shareoption of $12,000 and $13,000 for the three months ended July 31, 2023 and July 31, 2022. As of July 31, 2023 , the option was in-the-money and therefore was included in “weighted average number of common stock reported onshares outstanding – diluted” when calculating diluted earnings per share. As of July 31, 2022, the New York Stock Exchange on such date. Based on the closing priceoption was out-of-the-money and therefore was not included in “weighted average number of common shares outstanding – diluted” when calculating diluted earnings per shareshare.
11
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 theeach director’s service in office during the calendar year.Duringyear, was $23,000 for each of the first ninethree months ended July 31, 2023 and July 31, 2022. As of 2018,the total non-cash director feeJuly 31, 2023, there was $53,000 of accrued compensation expense related to the deferred common share units was $60,000.
The U.S. Tax Cuts and Jobs Act (the “Act”) was signed into lawexpected to be issued in December 2017. The Act significantly revised the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates. The Act reduces the federal corporate tax rate to 21.0% effective January 1, 2018. As the Company has an April 30 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal corporate tax rate of approximately 29.7% for our fiscal year ending April 30, 2018, and a 21% rate for subsequent fiscal years. The 29.7% federal corporate tax rate is a blended rate for the April 30, 2018 fiscal year-end based on a prorated percentage of the number of days prior and subsequent to the January 1, 2018 effective date.
In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Act. SAB 118 provides for a measurement period that should not extend beyond one year from the Act enactment date for companies to complete the accounting under Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately before the enactment of the Act.
2023. As of JanuaryJuly 31, 2018, the Company had not completed its accounting for the tax effects2022, there was $53,000 of the Act, but was able to make reasonable estimates of the impact of the reduction in corporate tax rate and the re-measurement of deferred tax balances:
The Company’s effective tax rate for the third quarter and first nine months was increased by the effect of a net income tax expense increase of $3,057,000 related to accounting for the tax effects of the Act. Excluding this increase, the Company’s effective tax rate was 27.7% and 32.5% for the third quarter and first nine months of 2018 compared to 35.5% and 32.5% for the same periods of 2017. The difference between the statutory rate and the effective rate of the tax provision after excluding the $3,057,000 was primarily due to state taxes.
The total tax effect of gross unrecognized tax benefits in the accompanying financial statements at both January 31, 2018 and April 30, 2017 was $58,000, which, if recognized, would have an impact on the effective tax rate. The Company believes it is reasonably possible that the liability for unrecognized tax benefits will not change in the next twelve months.
Refer to Note 7 for detail about the Settlement Agreement between the State of Florida and Palm Coast entered into in the first quarter of 2018. In February 2018, Palm Coast and the Company entered into a Release Agreement (the “Release Agreement”) with the State of Florida. Pursuant to the Release Agreement, (1) Palm Coast paid the State of Florida $956,000, (2) each of the parties released all claims relating to the guaranty agreement (the “Guaranty Agreement”) between the Company and the State of Florida entered into in the first quarter of 2018 and the payment obligations under the Settlement Agreement that the releasing party may have had against each of the other parties and (3) each of the Guaranty Agreement and the payment obligations under the Settlement Agreement shall be deemed terminated and none of the parties shall have any further liabilities or obligations with respect thereto. The Company expects to recognize a gain related to the Release Agreement of approximately $257,000 during the fourth quarter of 2018.deferred stock units issued in December 2022.
| (11) INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS |
The following tables set forth summarized data relative to the industry segments in which the Company operated for the three and nine month periods ended January 31, 2018 and 2017indicated (in thousands):
| Real Estate | Fulfillment Services (c) | Corporate and Other | Consolidated | |||||||||||||
| Three months ended January 31, 2018 (a): | ||||||||||||||||
| Revenues | $ | 2,671 | $ | 7,676 | $ | 32 | $ | 10,379 | ||||||||
| Net income (loss) from operations | $ | (727 | ) | $ | (2,043 | ) | $ | (81 | ) | $ | (2,851 | ) | ||||
| Provision for income taxes | 29 | 2,539 | 568 | 3,136 | ||||||||||||
| Interest expense (income), net | 575 | 288 | (845 | ) | 18 | |||||||||||
| Depreciation and amortization | 30 | 289 | - | 319 | ||||||||||||
| EBITDA (b) | $ | (93 | ) | $ | 1,073 | $ | (358 | ) | 622 | |||||||
| Capital expenditures | $ | 52 | $ | 49 | $ | - | $ | 101 | ||||||||
| Three months ended January 31, 2017 (a): | ||||||||||||||||
| Revenues | $ | 1,518 | $ | 8,222 | $ | 37 | $ | 9,777 | ||||||||
| Net income (loss) from operations | $ | (425 | ) | $ | 95 | $ | 504 | $ | 174 | |||||||
| Provision (benefit) for income taxes | (249 | ) | 54 | 291 | 96 | |||||||||||
| Interest expense (income), net | 521 | 274 | (773 | ) | 22 | |||||||||||
| Depreciation and amortization | 20 | 321 | - | 341 | ||||||||||||
| Impairment of real estate assets | 150 | - | - | 150 | ||||||||||||
| EBITDA (b) | $ | 17 | $ | 744 | $ | 22 | $ | 783 | ||||||||
| Capital expenditures | $ | - | $ | 14 | $ | - | $ | 14 | ||||||||
| Nine months ended January 31, 2018 (a): | ||||||||||||||||
| Revenues | $ | 6,894 | $ | 23,910 | $ | 76 | $ | 30,880 | ||||||||
| Net income (loss) from operations | $ | (1,124 | ) | $ | (443 | ) | $ | 442 | $ | (1,125 | ) | |||||
| Provision (benefit) for income taxes | (175 | ) | 3,364 | 798 | 3,987 | |||||||||||
| Interest expense (income), net | 1,623 | 884 | (2,458 | ) | 49 | |||||||||||
| Depreciation and amortization | 65 | 889 | - | 954 | ||||||||||||
| EBITDA (b) | $ | 389 | $ | 4,694 | $ | (1,218 | ) | $ | 3,865 | |||||||
| Capital expenditures | $ | 52 | $ | 78 | $ | - | $ | 130 | ||||||||
| Total assets, as of January 31, 2018 | $ | 74,519 | $ | 22,312 | $ | 9,007 | $ | 105,838 | ||||||||
| Nine months ended January 31, 2017 (a): | ||||||||||||||||
| Revenues | $ | 9,485 | $ | 23,908 | $ | 57 | $ | 33,450 | ||||||||
| Net income (loss) from operations | $ | (580 | ) | $ | 21 | $ | 1,475 | $ | 916 | |||||||
| Provision (benefit) for income taxes | (340 | ) | 16 | 765 | 441 | |||||||||||
| Interest expense (income), net | 1,742 | 811 | (2,225 | ) | 328 | |||||||||||
| Depreciation and amortization | 64 | 994 | - | 1,058 | ||||||||||||
| Impairment of real estate assets | 150 | - | - | 150 | ||||||||||||
| EBITDA (b) | $ | 1,036 | $ | 1,842 | $ | 15 | $ | 2,893 | ||||||||
| Capital expenditures | $ | - | $ | 63 | $ | - | $ | 63 | ||||||||
| Total assets, as of January 31, 2017 | $ | 75,294 | $ | 28,531 | $ | 5,714 | $ | 109,539 | ||||||||
| | | | | | | | | | | | |
|
| Land |
| | |
| | |
| | | |
| | Development | | Homebuilding | | Corporate | | Consolidated | ||||
Three months ended July 31, 2023 (a) |
| |
|
| |
|
| |
|
| |
|
Revenues | | $ | 7,486 | | $ | 2,803 | | $ | — | | $ | 10,289 |
Net income (loss) | | $ | 1,701 | | $ | 802 | | $ | (1,157) | | $ | 1,346 |
Capital expenditures | | $ | 10 | | $ | 30 | | $ | — | | $ | 40 |
Total assets as of July 31, 2023 | | $ | 96,158 | | $ | 7,535 | | $ | 13,214 | | $ | 116,907 |
| | | | | | | | | | | | |
Three months ended July 31, 2022 (a) | |
|
| |
| | |
|
| |
|
|
Revenues | | $ | 6,166 | | $ | 4,541 | | $ | — | | $ | 10,707 |
Net income (loss) | | $ | 1,262 | | $ | 1,003 | | $ | (353) | | $ | 1,912 |
Capital expenditures | | $ | 117 | | $ | — | | $ | — | | $ | 117 |
Total assets as of July 31, 2022 | | $ | 87,671 | | $ | 6,068 | | $ | 3,062 | | $ | 96,801 |
| (a) | Revenue information provided for each segment |
INTRODUCTIONItem 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 real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries andUnited States. Unless the fulfillment services business operated by Palm Coast Data LLC (“Palm Coast”) and its affiliates. Information concerning industry segments is set forth in Note 11 of the notescontext otherwise indicates, all references to the consolidated financial statements includedCompany in this quarterly report on Form 10-Q. All significant intercompany accounts10-Q include the Company and transactions have been eliminated in consolidation. The Company’s foreign sales and activities are not significant.
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 sectionItem 2 should be read in conjunction with the unaudited condensed consolidated financial statements and related notes thereto appearing elsewhereincluded in this quarterly report on Form 10-Q and with the Company’s annual report on Form 10-K for the year ended April 30, 2017,2023, which was filed with the Securities and Exchange Commission on July 18, 201725, 2023 (the “2017“2023 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 qualified,indicates, all references to 20182024 and 20172023 are to the fiscal years ending April 30, 20182024 and 2017 and all references to the third quarter and first nine months of 2018 and 2017 mean the fiscal three month and nine month periods ended January 31, 2018 and 2017.
2023.
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 20172023 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 20172023 Form 10-K. The preparation of thosethe 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.
estimates and assumptions.
The Company’s critical accounting policies, assumptions and estimates are described in Item 7 of Part II of the 20172023 Form 10-K. There have been no changes in these critical accounting policies.
12
The significant accounting policiesTable of the Company are described in Note 1 to the consolidated financial statements contained in the 2017 Form 10-K. Contents
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 20172023 Form 10-K and in the notes to the unaudited consolidated financial statements included in this quarterly report on Form 10-Q.10-K. The Company did not adopt any accounting policy in the first ninethree months of 2018ended July 31, 2023 that had a material impacteffect on its unaudited condensed consolidated financial statements.
RESULTS OF OPERATIONS
For the third quarter of 2018,three months ended July 31, 2023, the Company recorded ahad net lossincome of $2,851,000,$1,346,000, or $0.35$0.25 per diluted share, compared to net income of $174,000,$1,912,000, or $0.02$0.36 per diluted share, for the third quarter of 2017. Forthree months ended July 31, 2022.
During the first ninethree months of 2018,ended July 31, 2023 and July 31, 2022, the Company recordedexperienced supply chain constraints, increases in the prices and shortages of skilled labor and certain building materials and delays in municipal approvals and inspections 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. In addition, in response to inflation, the Federal Reserve increased benchmark interest rates during 2024 and 2023, which has resulted in a net loss of $1,125,000, or $0.14 per share, compared to net income of $916,000, or $0.11 per share, for the same period of 2017. Operating results included ansignificant increase in income tax expensemortgage interest rates during 2024 and 2023, impacting home affordability and consumer sentiment and tempering demand for new homes and finished residential lots. The rising cost of $3,057,000, or $0.38 per share, for the third quarterhousing due to increases in average sales prices in recent years and first nine months of 2018 as a result federal tax law changes enacted during the third quarter of 2018.
Revenues were $10,379,000 and $30,880,000 for the third quarter and first nine months of 2018 compared to $9,777,000 and $33,450,000 for the same periods of the prior year.
Revenues from land sales at AMREP Southwest and its subsidiaries were $2,510,000 and $6,603,000 for the third quarter and first nine months of 2018 compared to $1,461,000 and $7,710,000 for the same periods of 2017. $2,044,000 of the $6,603,000 of revenues from land sales for the first nine months of 2018 was for an approximate five acre undeveloped commercial propertyincreases in Colorado, which was soldmortgage interest rates, coupled with general inflation in the first quarterU.S. economy and other macroeconomic factors, have placed pressure on overall housing affordability and have caused many potential homebuyers to pause and reconsider their housing choices. Given the affordability challenges described above and the resulting impact on demand, the Company has provided sales incentives on certain homes classified as homebuilding model inventory or homebuilding construction in process, opportunistically leased completed homes and slowed the pace of 2018housing starts and had a gross profit percentageland development projects. The Company believes these conditions will continue to impact the land development and homebuilding industries for at least the remainder of 65%.
For2024. In addition, the third quarterCompany has reduced the number and first nine monthsscope of 2018its active land development projects and 2017,delayed proceeding with certain new land development projects due to market headwinds and uncertainty, which is expected to result in reduced developed residential revenues in the Company’s land sales in New Mexico weredevelopment business segment during the remainder of 2024 as followscompared to 2023.
Revenues. The following presents information on revenues (dollars in thousands):
| Ended January 31, 2018 | Ended January 31, 2017 | |||||||||||||||||||||||
| Acres Sold | Revenue | Revenue Per Acre | Acres Sold | Revenue | Revenue Per Acre | |||||||||||||||||||
| Three months: | ||||||||||||||||||||||||
| Developed | ||||||||||||||||||||||||
| Residential | 7.2 | $ | 2,450 | $ | 340 | 2.8 | $ | 984 | $ | 351 | ||||||||||||||
| Commercial | - | - | - | 0.4 | 467 | 1,168 | ||||||||||||||||||
| Total Developed | 7.2 | 2,450 | 340 | 3.2 | 1,451 | 453 | ||||||||||||||||||
| Undeveloped | 4.8 | 60 | 13 | 2.0 | 10 | 5 | ||||||||||||||||||
| Total | 12.0 | $ | 2,510 | $ | 209 | 5.2 | $ | 1,461 | $ | 281 | ||||||||||||||
| Nine months: | ||||||||||||||||||||||||
| Developed | ||||||||||||||||||||||||
| Residential | 12.9 | $ | 4,459 | $ | 346 | 20.9 | $ | 7,124 | $ | 341 | ||||||||||||||
| Commercial | - | - | - | 0.4 | 467 | 1,168 | ||||||||||||||||||
| Total Developed | 12.9 | 4,459 | 346 | 21.3 | 7,591 | 356 | ||||||||||||||||||
| Undeveloped | 8.4 | 100 | 12 | 11.1 | 119 | 11 | ||||||||||||||||||
| Total | 21.3 | $ | 4,559 | $ | 214 | 32.4 | $ | 7,710 | $ | 238 | ||||||||||||||
| | | | | | | | | | | | |
|
| Three Months ended July 31, | | |||||||||
|
| 2023 |
| 2022 |
| Increase (decrease) | | |||||
Land sale revenues | | $ | 6,658 | | $ | 5,172 | | $ | 1,486 |
| 29 | % |
Home sale revenues | |
| 3,402 | |
| 5,439 | |
| (2,037) |
| (37) | % |
Other revenues | |
| 229 | |
| 96 | |
| 133 |
| (a) | |
Total | | $ | 10,289 | | $ | 10,707 | | | (418) |
| (4) | % |
| (a) | Percentage not meaningful. |
13
| ● | The change in land sale revenues for the three months ended July 31, 2023 compared to the prior period was primarily due to an increase in revenue from sales 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, 2023 | ||||||
|
| Acres Sold |
| Revenue |
| Revenue Per Acre1 | ||
Developed | |
| |
| | |
| |
Residential |
| 10.5 | | $ | 6,225 | | $ | 593 |
Commercial |
| 0.8 | |
| 404 | |
| 522 |
Total Developed |
| 11.3 | | | 6,629 | | | 588 |
Undeveloped |
| 7.5 | |
| 29 | |
| 4 |
Total |
| 18.8 | | $ | 6,658 | | | 355 |
| | | | | | | | |
| | Three Months ended July 31, 2022 | ||||||
|
| Acres Sold |
| Revenue |
| Revenue Per Acre1 | ||
Developed | |
| |
| | |
| |
Residential |
| 9.9 | | $ | 5,152 | | $ | 520 |
Commercial |
| — | |
| — | |
| — |
Total Developed |
| 9.9 | | | 5,152 | | | 520 |
Undeveloped |
| 2.9 | |
| 20 | |
| 7 |
Total |
| 12.8 | | $ | 5,172 | | | 404 |
The average gross profit percentage on New Mexicochanges in the revenue per acre of developed residential land, sales was 16%developed commercial land and 17%undeveloped land for the third quarter and first ninethree months of 2018ended July 31, 2023 compared to 42%the prior period were primarily due to the location and 17%mix of land sold and, with respect to developed residential land, increases in land sale prices.
| ● | The change in home sale revenues for the three months ended July 31, 2023 compared to the prior period was primarily due to a decrease in the number of homes sold as a result of a reduction in demand (including from the affordability challenges described above), supply chain constraints, shortages of skilled labor and delays in municipal approvals and inspections offset in part by an increase in average selling prices. The Company’s home sale revenues consist of (dollars in thousands): |
| | | | | | | | |
| | Three Months ended July 31, | | | ||||
|
| 2023 |
| 2022 |
| | ||
Homes sold |
| | 6 |
| | 11 | | |
Average selling price | | $ | 567 | | $ | 494 | | |
As of July 31, 2023, the Company had 23 homes in production, including 19 homes under contract, which homes under contract represented $9,524,000 of expected home sale revenues when closed, subject to customer cancellations and change orders. As of July 31, 2022, the Company had 32 homes in production, including 13 homes under contract, which homes under contract represented $7,535,000 of expected home sale revenues when closed, subject to customer cancellations and change orders.
1 Revenues per acre may not calculate precisely due to the rounding of revenues to the nearest thousand dollars.
14
| ● | Other revenues consist of (in thousands): |
| | | | | | |
| | Three Months ended July 31, | ||||
|
| 2023 |
| 2022 | ||
Oil and gas royalties | | $ | — | | $ | 57 |
Landscaping revenues | | | 112 | | | — |
Miscellaneous other revenues | |
| 117 | |
| 39 |
Total | | $ | 229 | | $ | 96 |
Refer to Note 7 to the consolidated financial statements contained in the 2023 Form 10-K for additional detail about the categories of other revenues.
Miscellaneous other revenues for the same periodsthree months ended July 31, 2023 primarily consist of 2017.extension fees for purchase contracts, forfeited deposits and residential rental revenues. Miscellaneous other revenues for the three months ended July 31, 2022 primarily consist of a non-refundable option payment and a forfeited deposit.
Cost of Revenues. The profit percentage is attributable tofollowing presents information on cost of revenues (dollars in thousands):
| | | | | | | | | | | | |
| | Three Months ended July 31, | | |||||||||
|
| 2023 |
| 2022 |
| Increase (decrease) | | |||||
Land sale cost of revenues, net | | $ | 4,281 | | $ | 3,307 | | $ | 974 |
| 29 | % |
Home sale cost of revenues | |
| 2,391 | |
| 3,663 | |
| (1,272) |
| (34) | % |
Other cost of revenues | | | 19 | | | — | | | 138 | | (a) | |
Total | | $ | 6,691 | | $ | 6,970 | | | (279) | | (4) | % |
| ● | Land sale cost of revenues, net consist of (in thousands): |
| | | | | | |
|
| Three Months ended July 31, | ||||
|
| 2023 |
| 2022 | ||
Land sale cost of revenues | | $ | 5,166 | | $ | 3,832 |
Less: | |
| | |
|
|
Public improvement district reimbursements | |
| (201) | |
| (291) |
Private infrastructure covenant reimbursements | |
| (135) | |
| (180) |
Payments for impact fee credits | |
| (549) | |
| (54) |
Land sale cost of revenues, net | | $ | 4,281 | | $ | 3,307 |
Land sale gross margins were 36% for the mix of lots sold with developed lots having a lower profit percentagethree months ended July 31, 2023 compared to undeveloped lots.36% for the three months ended July 31, 2022. As a result of many factors, including the nature and timing of specific transactions and the type and location of land being sold, revenues, average selling prices and related average gross profitsmargin from land sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods.
| ● | The change in home sale cost of revenues for the three months ended July 31, 2023 compared to the prior period was primarily due to a decrease in the number of homes sold offset in part by increases in the prices of skilled labor and certain building materials. Home sale gross margins were 29% for the three months ended July 31, 2023 compared to 33% for the three months ended July 31, 2022. The change in gross margin was primarily due to the location, size and mix of homes sold and to increases in the prices of skilled labor and certain building materials. |
| ● | Other cost of revenues for the three months ended July 31, 2023 consist of cost of goods sold for landscaping services. There were no other cost of revenues for the three months ended July 31, 2022. |
15
OperatingTable of Contents
General and selling expenses for real estate increased from $370,000 and $1,188,000 for the third quarter and first nine months of 2017 to $470,000 and $1,563,000 for the same periods of 2018, primarily due to increased costs of storm water pollution prevention, broker commissionsAdministrative Expenses. The following presents information on sales activity and personnel costs, offset in part by lower consulting fees.
Revenues from the Company’s fulfillment services operations decreased from $8,222,000 and $23,908,000 for the third quarter and first nine months of 2017 to $7,676,000 and $22,952,000 for the same periods in 2018. The lower revenues were attributable to reduced business volumes from existing customers, certain price concessions on renewed contracts and lost business. Magazine publishers are one of the principal customers of the Company’s fulfillment services operations, and these customers have continued to be negatively impacted by increased competition from new media sources, alternative technologies for the distribution, storage and consumption of media content, weakness in advertising revenues and increases in paper costs, printing costs and postal rates. The result has been reduced subscription sales, which has caused publishers to close some magazine titles, change subscription fulfillment providers and seek more favorable terms from Palm Coast and its competitors when contracts are up for bid or renewal. One customer of the fulfillment services business whose revenues were approximately 10.3% of the total Company revenues for the first nine months of 2018 has given notice that a significant portion of its business will be transferred from Palm Coast at the end of 2018. Operating and selling expenses for fulfillment services decreased from $6,855,000 and $20,235,000 for the third quarter and first nine months of 2017 to $6,338,000 and $18,415,000 for the same periods in 2018, primarily due to lower payroll and benefits and order entry costs, resulting from reduced business volumes, together with lower communications, software and equipment maintenance costs, offset in part by increased bad debt expense.
Other revenues were $193,000 and $1,685,000 for the third quarter and first nine months of 2018 compared to $94,000 and $1,832,000 for the same periods of 2017. Other revenues for the first nine months of 2018 were primarily due to a pre-tax gain of $1,318,000 related to a settlement agreement with the State of Florida by Palm Coast (refer to Note 7 of the notes to the consolidated financial statements included in this report on Form 10-Q). Other revenues for the first nine months of 2017 were primarily the result of the sale of a retail commercial property by AMREP Southwest, which resulted in a pre-tax gain of $1,496,000. In addition to these pre-tax gains, Other revenues includes the recognition of deferred revenue related to an oil and gas lease, as well as fees and forfeited deposits from customers earned by AMREP Southwest, together with miscellaneous other income items.
Fulfillment services general and administrative expenses decreased from $345,000 and $1,025,000(dollars in thousands):
| | | | | | | | | | | | |
| | Three Months ended July 31, | | |||||||||
|
| 2023 |
| 2022 |
| Increase (decrease) | | |||||
Land development | | $ | 831 | | $ | 607 | | $ | 224 |
| 37 | % |
Homebuilding | |
| 291 | |
| 257 | |
| 34 |
| 13 | % |
Corporate | |
| 453 | |
| 307 | |
| 146 |
| 48 | % |
Total | | $ | 1,575 | | $ | 1,171 | | | 404 | | 35 | % |
| ● | The change in land development general and administrative expenses for the three months ended July 31, 2023 compared to the prior period was primarily due to an increase in the accrual for property taxes. The Company did not record any non-cash impairment charges on real estate inventory or investment assets in the three months ended July 31, 2023 or July 31, 2022. Due to volatility in market conditions and development costs, the Company may experience future impairment charges. |
| ● | The change in homebuilding general and administrative expenses for the three months ended July 31, 2023 compared to the prior period was primarily due to expansion of the Company’s homebuilding operations. |
| ● | The change in corporate general and administrative expenses for the three months ended July 31, 2023 compared to the prior period was primarily due to increases in pension benefit expenses and professional services offset in part by decreases in payroll, office rent and expenses and depreciation. |
Interest Income (Expense). Interest income (expense), net increased to $48,000 for the third quarter and first ninethree months of 2017 to $313,000 and $970,000ended July 31, 2023 from $7,000 for the same periodsthree months ended July 31, 2022. There were no interest and loan costs capitalized in real estate inventory in the three months ended July 31, 2023. Interest and loan costs of 2018, primarily due to lower payroll$16,000 were capitalized in real estate inventory in the three months ended July 31, 2022.
Income Taxes. The Company had a provision for income taxes of $725,000 and benefits, professional costs, bank fees and amortization of intangible assets. Real estate general and administrative expenses increased from $130,000$661,000 for the third quarter of 2017 to $156,000 for the same period of 2018, primarily due to an increase in payrollthree months ended July 31, 2023 and benefit costs. Real estate general and administrative expenses decreased from $433,000 for the first nine months in 2017 to $356,000 for the same period of 2018, primarily due to reductions in rent, legal expense and insurance. Corporate general and administrative expenses decreased from $787,000 and $2,364,000 in the third quarter and first nine months of 2017 to $690,000 and $2,194,000 for the same periods of 2018, primarily due to lower pension costs, consulting fees and legal expenses, offset in part by higher payroll costs.
Interest expense was $18,000 and $49,000 for the third quarter and first nine months of 2018 compared to $22,000 and $328,000 for the same periods of 2017. Interest expense in 2018 was primarilyJuly 31, 2022 related to the settlement and remaining liability with the Stateamount of Florida noted above and interest expense in 2017 was primarily related to two notes payable of AMREP Southwest that were paid in fullincome before income taxes during 2017. There was no capitalized interest for the first nine months of 2018 compared to $45,000 and $83,000 for the third quarter and first nine months of 2017.each period.
LIQUIDITY AND CAPITAL RESOURCES
The U.S. Tax Cuts and Jobs Act (the “Act”) was signed into law in December 2017. The Act significantly revised the future ongoing U.S. corporate income tax by, among other things, lowering U.S. corporate income tax rates. The Act reduces the federal corporate tax rate to 21.0% effective January 1, 2018. As the Company has an April 30 fiscal year-end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal corporate tax rate of approximately 29.7% for our fiscal year ending April 30, 2018, and a 21% rate for subsequent fiscal years. The 29.7% federal corporate tax rate is a blended rate for the April 30, 2018 fiscal year-end based on a prorated percentage of the number of days prior and subsequent to the January 1, 2018 effective date.
In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), which addresses how a company recognizes provisional amounts when a company does not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete its accounting for the effect of the changes in the Act. SAB 118 provides for a measurement period that should not extend beyond one year from the Act enactment date for companies to complete the accounting under Accounting Standards Codification Topic 740, Income Taxes (“ASC 740”). In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate to be included in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provision of the tax laws that were in effect immediately before the enactment of the Act.
As of January 31, 2018, the Company had not completed its accounting for the tax effectscash and cash equivalents of the Act, but was able to make reasonable estimates$21,777,000 and $19,993,000 as of the impact of the reduction in corporate tax rate and the re-measurement of deferred tax balances:
The Company’s effective tax rate for the third quarter and first nine months was increased by the effect of a net income tax expense increase of $3,057,000 related to accounting for the tax effects of the Act. Excluding this increase, the Company’s effective tax rate was 27.7% and 32.5% for the third quarter and first nine months of 2018 compared to 35.5% and 32.5% for the same periods of 2017. The difference between the statutory rate and the effective rate of the tax provision after excluding the $3,057,000 was primarily due to state taxes.
The total tax effect of gross unrecognized tax benefits in the accompanying financial statements at both JanuaryJuly 31, 20182023 and April 30, 2017 was $58,000, which, if recognized, would have an impact2023. AMREP Corporation is a holding company that conducts substantially all of its operations through subsidiaries. As a holding company, AMREP Corporation is dependent on the effective tax rate. The Company believes it is reasonably possible that the liability for unrecognized tax benefits will not change in the next twelve months.
LIQUIDITY AND CAPITAL RESOURCES
The Company’s primary sources of funding for working capital requirements areits available cash flowand on cash from operations, bank financing for specific real estate projectssubsidiaries to pay expenses and existing cash balances.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 industries in which the Company operatesreal estate industry and the economy generally.
Except as described below, there have been no material changes to the Company’s liquidity and capital resources as reflected in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 20172023 Form 10-K.
Cash Flow. The following presents information on cash flows (dollars in thousands):
| | | | | | | | | | | | |
| | Three Months ended July 31, | | | | | | | ||||
|
| 2023 |
| 2022 | | Increase (decrease) | | |||||
Net cash provided by operating activities | | $ | 1,827 | | $ | 262 | | $ | 1,565 |
| (a) | |
Net cash used in investing activities | |
| (40) | |
| (118) | | | 78 |
| 66 | % |
Net cash provided by (used in) financing activities | |
| (3) | |
| 50 | | | (53) |
| (a) | |
Increase (decrease) in cash and cash equivalents | | $ | 1,784 | | $ | 194 | | | 1,590 |
| (a) | |
| (a) | Percentage not meaningful. |
16
| ● | Operating Activities. The net cash provided by operating activities for the three months ended July 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. The net cash provided by operating activities for the three months ended July 31, 2022 was primarily due to cash generated from business operations and an increase in taxes payable offset in part by an increase in real estate inventory and investment assets and a reduction in accounts payable and accrued expenses. |
| ● | Investing Activities. The net cash used in investing activities for each of the three months ended July 31, 2023 and July 31, 2022 was primarily due to an increase in capital expenditures of property and equipment. |
| ● | Financing Activities. The net cash used in financing activities for the three months ended July 31, 2023 was primarily due to payments on the equipment financing. The net cash provided by financing activities for the three months ended July 31, 2022 was primarily due to proceeds from equipment financing. Notes payable decreased from $44,000 as of April 30, 2023 to $41,000 as of July 31, 2023 primarily 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 2023 Form 10-K for detail regarding each of 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, | | | |
| |
| ||
| | 2023 | | 2023 | | Increase (decrease) |
| |||||
Real estate inventory | | $ | 63,443 | | $ | 65,625 | | $ | (2,182) |
| (3) | % |
Investment assets, net | |
| 16,544 | |
| 13,747 | | | 2,797 |
| 20 | % |
Other assets | |
| 2,562 | |
| 3,249 | | | (687) |
| (21) | % |
Deferred income taxes, net | |
| 11,857 | |
| 12,493 | | | (636) |
| (5) | % |
Prepaid pension costs | |
| 724 | |
| 747 | | | (23) |
| (3) | % |
Accounts payable and accrued expenses | |
| 4,460 | |
| 4,851 | | | (391) |
| (8) | % |
Income taxes receivable (payable), net | |
| (48) | |
| 41 | | | (89) |
| (a) | |
| (a) | Percentage not meaningful. |
| ● | Real estate inventory consists of (in thousands): |
| | | | | | | | | | | | |
|
| July 31, |
| April 30, | | | |
| |
| ||
| | 2023 | | 2023 | | Increase (decrease) |
| |||||
Land inventory in New Mexico | | $ | 56,688 | | $ | 59,361 | | $ | (2,673) |
| (5) | % |
Land inventory in Colorado | | | 3,452 | |
| 3,445 | | | 7 |
| (a) | |
Homebuilding model inventory | |
| 1,070 | |
| 1,171 | | | (101) |
| (9) | % |
Homebuilding construction in process | |
| 2,233 | |
| 1,648 | | | 585 |
| 35 | % |
Total | | $ | 63,443 | | $ | 65,625 | | | | | | |
| (a) | Percentage not meaningful. |
Refer to Note 92 to the consolidated financial statements contained in 2023 Form 10-K for detail regarding real estate inventory. From April 30, 2023 to July 31, 2023, 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 supply chain constraints, shortages of skilled labor and certain building materials and delays in municipal approvals and inspections causing construction cycle times to lengthen.
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| ● | Investment assets consist of (in thousands): |
| | | | | | | | | | | | |
| | July 31, | | April 30, | | |
| |||||
|
| 2023 |
| 2023 |
| Increase (decrease) |
| |||||
Land held for long-term investment | | $ | 9,108 | | $ | 8,961 | | $ | 147 |
| 2 | % |
Owned real estate leased or intended to be leased | |
| 7,471 | |
| 4,802 | |
| 2,669 |
| 56 | % |
Less accumulated depreciation | | | (35) | | | (16) | | | (19) | | (a) | |
Owned real estate leased or intended to be leased, net | | | 7,436 | | | 4,786 | | | 2,650 | | 55 | % |
Total | | $ | 16,544 | | $ | 13,747 | | | | | | |
| (a) | Percentage not meaningful. |
Land held for long-term investment represents property located in areas that are not planned to be developed in the near term and that has not been offered for sale in the normal course of business.
Owned real estate leased or intended to be leased represents homes and buildings leased or intended to be leased to third parties. As of July 31, 2023, nine homes were leased to residential tenants and two buildings under construction were leased to commercial tenants. As of April 30, 2023, eight homes were leased to residential tenants and two buildings under construction were leased to commercial tenants. Given the impact on demand as a result of affordability challenges described above, the Company has opportunistically leased completed homes. Depreciation associated with owned real estate leased or intended to be leased was $19,000 for the three months ended July 31, 2023 and there was no such depreciation for the three months ended July 31, 2022.
| ● | From April 30, 2023 to July 31, 2023: |
| 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 during the year. |
| o | The change in prepaid pension costs was primarily due to the funding levels of the Company’s frozen defined benefit pension plan. The Company recorded no other comprehensive income for the three months ended July 31, 2023. The Company recorded, net of tax, other comprehensive income of $66,000 for the three months ended July 31, 2022 to account for the net effect of changes to the pension liability. |
| o | The change in accounts payable and accrued expenses was primarily due to the payment of invoices and a decrease in accrued property taxes. |
| o | The change in taxes receivable (payable), net 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 three months ended July 31, 2023. |
Off-Balance Sheet Arrangements. As of July 31, 2023 and July 31, 2022, 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 20172023 Form 10-K for detail about the settlement agreement entered into between Palm Coast and the Statea discussion of Florida in the first quarterrecently issued accounting pronouncements.
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In the Company’s consolidated financial statements and as a result of entering into the Settlement Agreement, Palm Coast reduced its previously recorded liability of $3,000,000 and a related $26,000 interest accrual by $1,620,000 to $1,406,000 by recognizing a pre-tax gain of $1,318,000 and recording deferred revenue of $302,000. The $1,318,000 pre-tax gain was determined based on depreciation previously taken on assets acquired with Award Agreement funds that were retained by Palm Coast and was recognized in Other revenues during the first nine months of 2018. The $302,000 deferred revenue will be recognized over the remaining life of these assets (approximately seven years from January 31, 2018), with $61,000 having been recognized during the first nine months of 2018 resulting in a deferred revenue balance of $241,000 as of January 31, 2018. As a result of paying the State of Florida $163,000 during the first quarter of 2018, $40,000 during the second quarter of 2018 and $40,000 during the third quarter of 2018, Palm Coast recognized $41,000 of imputed interest expense and reduced its remaining balance sheet liability of $1,406,000 as of the date of the Settlement Agreement to $1,204,000 as of January 31, 2018. These balance sheet liability numbers are less than the amounts owed to the State of Florida of $1,763,000 as of the date of the Settlement Agreement and $1,520,000 as of January 31, 2018 because they have been adjusted to reflect the present values of these deferred non-interest bearing obligations.
In February 2018, Palm Coast and the Company entered into a Release Agreement (the “Release Agreement”) with the State of Florida. Pursuant to the Release Agreement, (1) Palm Coast paid the State of Florida $956,000, (2) each of the parties released all claims relating to the guaranty agreement (the “Guaranty Agreement”) between the Company and the State of Florida entered into in the first quarter of 2018 and the payment obligations under the Settlement Agreement that the releasing party may have had against each of the other parties and (3) each of the Guaranty Agreement and the payment obligations under the Settlement Agreement shall be deemed terminated and none of the parties shall have any further liabilities or obligations with respect thereto. The Company expects to recognize a gain related to the Release Agreement of approximately $257,000 during the fourth quarter of 2018.
Operating Activities
Accounts payable and accrued expenses increased from $7,035,000 at April 30, 2017 to $9,187,000 at January 31, 2018, primarily due to an increase in land development activity in Rio Rancho, New Mexico.
Real estate inventory increased from $56,090,000 at April 30, 2017 to $58,271,000 at January 31, 2018, primarily due to an increase in land development activity in Rio Rancho, New Mexico, offset in part by real estate land sales. Property, plant and equipment decreased from $10,852,000 at April 30, 2017 to $10,028,000 at January 31, 2018 due to normal depreciation of fixed assets.
Other liabilities and deferred revenue decreased from $3,376,000 at April 30, 2017 to $1,653,000 at January 31, 2018, primarily due to the previously described settlement agreement between Palm Coast and the State of Florida.
Accrued pension costs decreased from $10,967,000 at April 30, 2017 to $9,707,000 at January 31, 2018, primarily due to $1,040,000 of Company contributions to the pension plan.
Investing Activities
Capital expenditures totaled $130,000 for the first nine months of 2018 and $63,000 for the same period of 2017, primarily for the fulfillment services business.
Financing Activities
During December 2017, Lomas Encantadas Development Company LLC (“LEDC”), an indirect subsidiary of AMREP Corporation, entered into a Development Loan Agreement with BOKF, NA dba Bank of Albuquerque (“Lender”). The Development Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory Note, dated December 18, 2017, and is secured by a Mortgage, Security Agreement and Financing Statement, between LEDC and Lender, dated November 16, 2017, with respect to 343 planned residential lots within the Lomas Encantadas subdivision (the “Mortgaged Property”) located in Rio Rancho, New Mexico. Pursuant to a Guaranty Agreement, dated December 18, 2017, entered into by AMREP Southwest in favor of Lender, AMREP Southwest has guaranteed LEDC’s obligations under each of the above agreements. The Development Loan Agreement, Non-Revolving Line of Credit Promissory Note, Mortgage, Security Agreement and Financing Statement, Guaranty Agreement and other related transaction documents are collectively referred to as the “Loan Documentation.”
Pursuant to the Loan Documentation, Lender agrees to lend up to $4,750,000 to LEDC on a non-revolving line of credit basis to partially fund the development of the Mortgaged Property. LEDC expects to fully utilize the $4,750,000 for its land development activities. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to the London Interbank Offered Rate for a thirty-day interest period plus a spread of 3.0%, adjusted monthly. Lender is required to release the lien of its mortgage on any lot included in the Mortgaged Property upon LEDC making a principal payment of $43,000 or $53,000 depending on the location of the lot. LEDC is required to make periodic principal repayments to the extent not previously paid as follows: $1,370,000 on or before August 18, 2019, $599,000 on or before November 18, 2019, $599,000 on or before February 18, 2020, $599,000 on or before May 18, 2020, $599,000 on or before August 18, 2020 and $599,000 on or before November 18, 2020. The outstanding principal amount of the loan as of January 31, 2018 was $638,000. The outstanding principal amount of the loan may be prepaid at any time without penalty. The loan is scheduled to mature on December 18, 2021. LEDC incurred certain customary costs and expenses and paid certain fees to Lender in connection with the loan.
LEDC and AMREP Southwest have made certain representations and warranties in the Loan Documentation and are required to comply with various covenants, reporting requirements and other customary requirements for similar loans. The Loan Documentation contains customary events of default for similar financing transactions, including: LEDC’s failure to make principal, interest or other payments when due; the failure of LEDC or AMREP Southwest to observe or perform their respective covenants under the Loan Documentation; the representations and warranties of LEDC or AMREP Southwest being false; the insolvency or bankruptcy of LEDC or AMREP Southwest; and the failure of AMREP Southwest to maintain a tangible net worth of at least $35 million. Upon the occurrence and during the continuance of an event of default, Lender may declare the outstanding principal amount and all other obligations under the Loan Documentation immediately due and payable. At January 31, 2018, both LEDC and AMREP Southwest were in compliance with the covenants contained within the Loan Documentation.
Statement of Forward-Looking Information
The Private Securities Litigation Reform Act of 1995 (the “Act”) 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 Act.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 lossliquidity sources, including the availability of a material customerbank financing for projects and the utilization of existing bank financing, (3) the conditions resulting in homebuyer affordability challenges persisting through 2024, (4) the amount of developed residential revenues in the Company’s land development business segment during the remainder of 2024, (5) the backlog of homes under contract and in production, the effectdollar amount of expected sale revenues when such loss, the effect of recent accounting pronouncements on the Company,homes are closed and homes and buildings leased or intended to be leased to third parties, (6) the timing of recognizing unrecognized compensation expense related to shares of restricted common stock issued under the AMREP Corporation 2016 Equity Plans,Compensation Plan, (7) the liability for unrecognized tax benefits not changingfuture issuance of deferred stock units to directors of the Company, (8) the dilution to earnings per share that outstanding options to purchase shares of common stock of the Company may cause in the next twelve months, the availability of bank financing for projects, the expected utilization of existing bank financing, the impact of the U.S. Tax Cutsfuture and Jobs Act on the Company and(9) 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 officerChief Executive Officer and chief financial officer,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 officerChief Executive Officer and chief financial officerVice President, Finance and Accounting have concluded that such disclosure controls and procedures arewere effective as of July 31, 2023 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 its chief executive officerthe Company’s Chief Executive Officer and chief financial officer,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“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
The following disclosure would otherwise be filed on Form 8-K under Item 5.03 (Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year):
On September 7, 2023, the Board of Directors of AMREP Corporation (the “Company”) amended the Bylaws of the Company effective as of September 7, 2023 to add a new Article VI of the Bylaws, which reads as follows:
“Unless the Corporation consents in writing to the selection of an alternative forum, the state courts located within the State of Oklahoma (or, if no such state court has jurisdiction, the United States District Court for the Western District of Oklahoma) shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director or officer or other employee of the Corporation to the Corporation or the Corporation’s shareholders; (iii) any action asserting a claim against the Corporation or any current or former director or officer or other employee of the Corporation arising pursuant to any provision of the General Corporation Act of the State of Oklahoma, the Certificate of Incorporation of the Corporation (as it may be amended from time to tune) or these Bylaws (as they may be amended from time to tune); or (iv) any action asserting a claim against, related to or involving the Corporation or any current or former director or officer or other employee of the Corporation that is governed by the internal affairs doctrine. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. To the fullest extent permitted by applicable law, any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article VI.”
A copy of the Bylaws, as amended with the addition of new Article VI, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
The following disclosure would otherwise be filed on Form 8-K under Item 5.07 (Submission of Matters to a Vote of Security Holders):
The 2023 Annual Meeting of Shareholders of the Company was held on September 7, 2023. At the meeting, shareholders holding an aggregate of 4,724,681 shares of common stock, par value $.10, of the Company out of a total of 5,271,309 shares outstanding and entitled to vote, were present in person or represented by proxy.
At the meeting, Albert V. Russo was elected as a director of the Company in Class III by the final votes set forth opposite his name below, to hold office until the 2026 Annual Meeting of Shareholders and until his successor is elected and qualified:
| | | | | | |
|
| |
| Votes |
| Broker Non- |
| | Votes For | | Withheld | | Votes |
Albert V. Russo |
| 2,377,314 |
| 1,198,032 |
| 1,149,335 |
The following proposals were voted on and approved at the meeting:
| | | | | | | | |
|
| |
| Votes |
| |
| Broker Non- |
Proposal | | Votes For | | Against | | Abstentions | | Votes |
Advisory vote on the compensation paid to the Company’s named executive officers |
| 3,443,248 |
| 130,312 |
| 1,786 |
| 1,149,335 |
Ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the year ending April 30, 2024 |
| 4,555,101 |
| 2,749 |
| 166,831 |
| 0 |
20
Item 6.Exhibits |
21
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: | AMREP CORPORATION | ||
| (Registrant) | ||
| | ||
| By: | /s/ | |
| | Name: Adrienne M. | |
| | Title: Vice President, Finance and | |
| | (Principal Accounting Officer) | |
22
EXHIBIT INDEX
23