UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number: 1-4702

AMREP Corporation

(Exact Name of Registrant as Specified in its Charter)


Oklahoma		59-0936128
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

850 West Chester Pike, Suite 205, Havertown, PA		19083
Address of Principal Executive Offices		Zip Code

(610) 487-0905

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $0.10 par value	AXR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of Shares of Common Stock, par value $.10 per share, outstanding at September 12, 2024 – 5,287,449.

Table of Contents

AMREP CORPORATION AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION		PAGE NO.

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets July 31, 2024 (Unaudited) and April 30, 2024	2

	Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended July 31, 2024 and 2023	3

	Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended July 31, 2024 and 2023	4

	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) Three Months Ended July 31, 2024 and 2023	5

	Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended July 31, 2024 and 2023	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 4.	Controls and Procedures	21

PART II. OTHER INFORMATION

Item 6.	Exhibits	22

SIGNATURE		23

EXHIBIT INDEX		24

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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


	July 31,		April 30,
	2024		2024
	(Unaudited)
ASSETS
Cash and cash equivalents	$	40,350	$	29,694
Restricted cash		547		547
Real estate inventory		60,259		65,983
Investment assets, net		13,039		12,551
Other assets		2,752		2,990
Income taxes receivable		—		27
Deferred income taxes, net		10,058		11,038
TOTAL ASSETS	$	127,005	$	122,830

LIABILITIES AND SHAREHOLDERS’ EQUITY

LIABILITIES:
Accounts payable and accrued expenses	$	4,441	$	4,745
Notes payable		34		35
Income taxes payable		359		—
TOTAL LIABILITIES		4,834		4,780

SHAREHOLDERS’ EQUITY:
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 5,287,449 at July 31, 2024 and 5,271,309 at April 30, 2024		526		526
Capital contributed in excess of par value		33,043		32,986
Retained earnings		87,372		83,308
Accumulated other comprehensive income, net		1,230		1,230
TOTAL SHAREHOLDERS’ EQUITY		122,171		118,050
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	127,005	$	122,830

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

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended July 31, 2024 and 2023

(Amounts in thousands, except per share amounts)


	Three Months Ended
	July 31,
	2024		2023
REVENUES:
Land sale revenues	$	9,349	$	6,658
Home sale revenues		8,992		3,402
Other revenues		750		229
Total revenues		19,091		10,289

COSTS AND EXPENSES:
Land sale cost of revenues, net		4,909		4,281
Home sale cost of revenues		7,245		2,391
Other cost of revenues		314		19
General and administrative expenses		1,631		1,575
Total costs and expenses		14,099		8,266
Operating income		4,992		2,023

Interest income, net		281		48
Income before income taxes		5,273		2,071

Provision for income taxes		1,209		725
Net income	$	4,064	$	1,346

Earnings per share – basic	$	0.77	$	0.25
Earnings per share – diluted	$	0.76	$	0.25
Weighted average number of common shares outstanding – basic		5,309		5,292
Weighted average number of common shares outstanding – diluted		5,353		5,325

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

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended July 31, 2024 and 2023

(Amounts in thousands)


	Three Months Ended
	July 31,
	2024		2023
Net income	$	4,064	$	1,346
Other comprehensive income, net of tax		—		—
Total comprehensive income	$	4,064	$	1,346

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

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

Three Months Ended July 31, 2024 and 2023

(Amounts in thousands)


				Capital				Accumulated
				Contributed				Other
	Common Stock			in Excess of		Retained		Comprehensive
	Shares	Amount		Par Value		Earnings		Income (Loss)		Total
Balance, May 1, 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

Balance, May 1, 2024	5,271	$	526	$	32,986	$	83,308	$	1,230	$	118,050
Issuance of restricted common stock	16		—