UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 January 31, 2008
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-4702
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AMREP Corporation
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(Exact name of registrant as specified in its charter)
Oklahoma 59-0936128
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
300 Alexander Park , Suite 204, Princeton, New Jersey 08540
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (609) 716-8200
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Not Applicable
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(Former name,former address and former fiscal year,if changed since last report)
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 X No
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Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer Accelerated filer X
--- ---
Non-accelerated filer Smaller reporting company
--- ---
(Do not check if a smaller reporting company)
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes No X
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Number of Shares of Common Stock, par value $.10 per share, outstanding at
February 29, 2008 - 5,995,212.
AMREP CORPORATION AND SUBSIDIARIES
INDEX
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PART I. FINANCIAL INFORMATION PAGE NO.
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Item 1. Financial Statements
Consolidated Balance Sheets (Unaudited)
January 31, 2008 and April 30, 2007 1
Consolidated Statements of Income and Retained Earnings
(Unaudited) Three Months Ended January 31, 2008 and 2007 2
Consolidated Statements of Income and Retained Earnings
(Unaudited) Nine Months Ended January 31, 2008 and 2007 3
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended January 31, 2008 and 2007 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
Item 4. Controls and Procedures 17
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 6. Exhibits 18
SIGNATURE 19
EXHIBIT INDEX 20
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
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AMREP CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(Thousands, except par value and number of shares)
January 31, April 30,
2007 2007
------------------ -------------------
ASSETS:
Cash and cash equivalents $ 24,928 $ 42,102
Receivables, net:
Real estate operations 13,333 25,117
Media services operations 52,882 47,825
------------------ -------------------
66,215 72,942
Real estate inventory 66,416 46,584
Investment assets, net 10,274 12,165
Property, plant and equipment, net 30,021 30,518
Intangible and other assets, net 32,234 34,014
Goodwill 54,139 54,334
------------------ -------------------
TOTAL ASSETS $ 284,227 $ 292,659
================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY:
LIABILITIES:
Accounts payable, net and accrued expenses $ 92,805 $ 83,557
Deferred revenue - 4,352
Notes payable:
Amounts due within one year 4,462 5,297
Amounts subsequently due 24,235 27,002
------------------ -------------------
28,697 32,299
Taxes payable 2,108 55
Deferred income taxes and other long-term liabilities 14,385 11,149
Accrued pension cost 1,045 1,243
------------------ -------------------
TOTAL LIABILITIES 139,040 132,655
------------------ -------------------
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
Shares authorized - 20,000,000; 7,419,704 shares issued
at January 31, 2008 and at April 30, 2007 742 742
Capital contributed in excess of par value 46,085 46,085
Retained earnings 127,879 121,333
Accumulated other comprehensive loss, net (2,862) (2,862)
Treasury stock, at cost; 1,424,492 shares at January 31, 2008
and 766,092 shares at April 30, 2007 (26,657) (5,294)
------------------ -------------------
TOTAL SHAREHOLDERS' EQUITY 145,187 160,004
------------------ -------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 284,227 $ 292,659
================== ===================
See notes to consolidated financial statements.
1
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income and Retained Earnings (Unaudited)
Three Months Ended January 31, 2008 and 2007
(Thousands, except per share amounts)
2008 2007
----------------- -------------------
REVENUES:
Real estate land sales $ 6,302 $ 16,563
Media services operations 36,458 24,116
Interest and other 675 1,510
------------------ -------------------
43,435 42,189
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COSTS AND EXPENSES:
Real estate land sales 2,332 6,731
Operating expenses:
Media services operations 30,492 20,296
Real estate commissions and selling 300 273
Restructuring and fire recovery costs 387 -
Other (305) 214
General and administrative:
Media services operations 3,228 2,329
Real estate operations and corporate 1,259 1,195
Interest expense, net of capitalized amounts 274 152
------------------ -------------------
37,967 31,190
------------------ -------------------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 5,468 10,999
PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS 2,022 4,069
------------------ -------------------
NET INCOME 3,446 6,930
RETAINED EARNINGS, beginning of period 124,433 108,093
------------------ -------------------
RETAINED EARNINGS, end of period $ 127,879 $ 115,023
================== ===================
EARNINGS PER SHARE - BASIC AND DILUTED $ 0.57 $ 1.04
================== ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,014 6,653
================== ===================
See notes to consolidated financial statements.
2
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income and Retained Earnings (Unaudited)
Nine Months Ended January 31, 2008 and 2007
(Thousands, except per share amounts)
2008 2007
------------------ -------------------
REVENUES:
Real estate land sales $ 27,613 $ 80,760
Media services operations 104,317 67,855
Interest and other 4,955 7,898
------------------ -------------------
136,885 156,513
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COSTS AND EXPENSES:
Real estate land sales 9,663 26,215
Operating expenses:
Media services operations 90,237 57,121
Real estate commissions and selling 641 1,187
Restructuring and fire recovery costs 958 -
Other 620 766
General and administrative:
Media services operations 9,417 5,646
Real estate operations and corporate 3,447 3,672
Interest expense, net of capitalized amounts 899 326
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115,882 94,933
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INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES 21,003 61,580
PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS 7,770 22,784
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INCOME FROM CONTINUING OPERATIONS 13,233 38,796
LOSS FROM OPERATIONS OF DISCONTINUED BUSINESS (NET OF INCOME TAXES) (57) -
------------------ -------------------
NET INCOME 13,176 38,796
RETAINED EARNINGS, beginning of period 121,333 81,875
DIVIDEND PAID (6,630) (5,648)
------------------ -------------------
RETAINED EARNINGS, end of period $ 127,879 $ 115,023
================== ===================
EARNINGS (LOSS) PER SHARE - BASIC AND DILUTED
CONTINUING OPERATIONS $ 2.09 $ 5.84
DISCONTINUED OPERATIONS (0.01) -
------------------ -------------------
EARNINGS PER SHARE - BASIC AND DILUTED $ 2.08 $ 5.84
================== ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,332 6,648
================== ===================
See notes to consolidated financial statements.
3
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended January 31, 2008 and 2007
(Thousands)
2008 2007
----------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 13,176 $ 38,796
----------------- ------------------
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 8,014 4,604
Non-cash credits and charges:
Pension accrual (benefit) (246) 151
Provision for doubtful accounts (349) 47
Stock based compensation - Directors' Plan - 339
Gain on disposition of assets, net (1,781) -
Changes in assets and liabilities:
Receivables 3,184 (14,066)
Real estate inventory (15,940) 7,426
Intangible and other assets (1,152) (2,972)
Accounts payable and accrued expenses, and deferred revenue 4,944 26,933
Taxes payable 2,053 (2,035)
Deferred income taxes and other long-term liabilities 3,236 3,227
----------------- ------------------
Total adjustments 1,963 23,654
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Net cash provided by operating activities 15,139 62,450
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - property, plant, and equipment (4,565) (1,346)
Capital expenditures - purchase of investment assets (1,097) (2,564)
Acquisition, net of cash acquired 195 (95,521)
Proceeds from disposition of assets 4,749 2,058
----------------- ------------------
Net cash used by investing activities (718) (97,373)
----------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Acquisition of treasury stock (21,363) -
Proceeds from debt financing 71,081 66,293
Principal debt payments (74,683) (25,992)
Exercise of stock options - 14
Dividends paid (6,630) (5,648)
----------------- ------------------
Net cash provided (used) by financing activities (31,595) 34,667
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DECREASE IN CASH AND CASH EQUIVALENTS (17,174) (256)
CASH AND CASH EQUIVALENTS, beginning of period 42,102 46,882
----------------- ------------------
CASH AND CASH EQUIVALENTS, end of period $ 24,928 $ 46,626
================= ==================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid - net of amounts capitalized $ 1,029 $ 279
================= ==================
Income taxes paid - net of refunds $ 2,447 $ 21,735
================= ==================
Non-cash transactions:
Transfer to real estate inventory from receivables $ 3,892 $ -
================= ==================
See notes to consolidated financial statements.
4
AMREP CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Nine Months Ended January 31, 2008 and 2007
(1) Basis of Presentation
---------------------
The accompanying unaudited consolidated financial statements included herein
have been prepared by AMREP Corporation (the "Registrant" or the "Company")
pursuant to the rules and regulations of the Securities and Exchange Commission
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. In the opinion of
management, the accompanying unaudited consolidated financial statements include
all adjustments, which are of a normal recurring nature, necessary to reflect a
fair presentation 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.
The unaudited 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, 2007, which was previously filed with the Securities and Exchange
Commission.
(2) Adoption of FIN 48
------------------
The Company adopted the provisions of Financial Accounting Standards Board
("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - an
interpretation of FASB Statement No. 109" ("FIN 48"), on May 1, 2007.
Previously, the Company had accounted for tax contingencies in accordance with
FASB Statement No. 5, "Accounting for Contingencies". As required by FIN 48, the
Company recognizes the financial statement benefit of a tax position only after
determining that the relevant tax authority would more likely than not sustain
the position following an audit. For tax positions meeting the
more-likely-than-not threshold, the amount recognized in the financial
statements is the largest benefit that management believes has a greater than 50
percent likelihood of being realized upon ultimate settlement with the relevant
tax authority. Unrecognized tax benefits are tax benefits claimed in the
Company's tax returns that do not meet these recognition and measurement
standards.
At the adoption date, the Company applied FIN 48 to all tax positions for which
the statute of limitations remained open. The adoption of FIN 48 had no impact
on the Company's financial statements. The Company's deferred income taxes and
other long-term liabilities include an unrecognized tax benefit of $1,354,000 at
May 1, 2007, which had been previously recorded under FASB Statement No. 5 or
FASB Statement No. 109. The Company's unrecognized tax benefit at January 31,
2008 was $1,348,000. If recognized, the unrecognized tax benefit would have an
impact on the effective tax rate.
The Company is subject to U.S. Federal income taxes, and also to various state,
local and foreign income taxes. Tax regulations within each jurisdiction are
subject to the interpretation of the related tax laws and regulations and
require significant judgment to apply. The Company is not currently under
examination by any tax authorities with respect to its income tax returns. In
nearly all jurisdictions, the tax years through the fiscal year ended April 30,
2003 are no longer subject to examination.
There were no significant changes in unrecognized tax positions ("UTP") during
the nine months ended January 31, 2008. The total amount of UTP could increase
or decrease within the next twelve months for a number of reasons, including the
expiration of statutes of limitations, audit settlements, tax examinations and
the recognition and measurement considerations under FIN 48. At this time, the
5
Company estimates that it is reasonably possible that the liability for UTP will
decrease by up to $400,000 in the next twelve months due to either the
expiration of statutes of limitations or the recognition and measurement
considerations under FIN 48.
The Company has elected to retain its existing accounting policy with respect to
the treatment of interest and penalties attributable to income taxes in
accordance with FIN 48, and continues to reflect interest and penalties
attributable to income taxes, to the extent they arise, as a component of its
income tax provision or benefit as well as its outstanding income tax assets and
liabilities. The total amount of interest and penalties recognized in the
accompanying consolidated balance sheets was $602,000 at January 31, 2008 and
$395,000 at May 1, 2007 (date of adoption).
(3) Receivables, Net
----------------
Media services operations accounts receivable, net consist of the following
(in thousands):
January 31, April 30,
2008 2007
----------------- ----------------
Fulfillment Services $ 33,547 $ 29,606
Newsstand Distribution Services,
net of estimated returns 20,317 19,550
----------------- ----------------
53,864 49,156
Less allowance for doubtful accounts (982) (1,331)
----------------- ----------------
$ 52,882 $ 47,825
================= ================
Newsstand Distribution Services accounts receivable are net of estimated
magazine returns of $50,662,000 at January 31, 2008 and $52,275,000 at April 30,
2008. In addition, under a distribution arrangement with one publisher customer
of the Newsstand Distribution Services business, that publisher bears the
ultimate credit risk of non-collection of related amounts due from the customers
to which the Company distributes the publisher's magazines. Accounts receivable
subject to this arrangement were netted against the related accounts payable due
the publisher on the accompanying consolidated balance sheets ($28,137,000 was
netted at January 31, 2008 and $21,106,000 at April 30, 2007).
(4) Investment Assets, Net
----------------------
Investment assets, net consist of the following (in thousands):
January 31, April 30,
2008 2007
----------------- ----------------
Land held for long-term investment $ 9,734 $ 9,039
----------------- ----------------
Commercial rental properties:
Land, buildings and improvements 760 3,535
Furniture and fixtures 40 42
----------------- ----------------
800 3,577
Less accumulated depreciation (260) (451)
----------------- ----------------
540 3,126
----------------- ----------------
$ 10,274 $ 12,165
================= ================
During the second quarter 2008, the Company sold a commercial rental property in
its real estate business with a book value of $2,876,000.
6
(5) Property, Plant and Equipment, Net
----------------------------------
Property, plant and equipment, net consist of the following (in thousands):
January 31, April 30,
2008 2007
----------------- ----------------
Land, buildings and improvements $ 17,931 $ 17,217
Furniture and equipment and other 45,228 41,853
----------------- ----------------
63,159 59,070
Less accumulated depreciation (33,138) (28,552)
----------------- ----------------
$ 30,021 $ 30,518
================= ================
(6) Intangible and Other Assets, Net
--------------------------------
Intangible and other assets, net consist of the following (in thousands):
January 31, April 30,
2008 2007
----------------- ----------------
Software development costs $ 9,946 $ 9,461
Deferred order entry costs 5,839 5,837
Prepaid expenses 4,285 3,302
Customer contracts and relationships 15,000 15,000
Other 3,892 5,118
----------------- ----------------
38,962 38,718
Less accumulated amortization (6,728) (4,704)
----------------- ----------------
$ 32,234 $ 34,014
================= ================
Software development costs include internal and external costs of the
development of new or enhanced software programs and are generally amortized
over five years. Deferred order entry costs represent costs incurred in
connection with the data entry of customer subscription information to database
files and are charged directly to operations over a 12-month period. Customer
contracts and relationships are amortized over 12 years.
(7) Accounts Payable, Net and Accrued Expenses
------------------------------------------
Accounts payable, net and accrued expenses consist of the following
(in thousands):
January 31, April 30,
2008 2007
----------------- ----------------
Publisher payables, net $ 75,232 $ 63,759
Accrued expenses 7,003 6,803
Trade payables 4,165 3,701
Other 6,405 9,294
----------------- ----------------
$ 92,805 $ 83,557
================= ================
Pursuant to an arrangement with a publisher customer of the Newsstand
Distribution Services business, the Company has netted $28,137,000 and
$21,106,000 of accounts receivable against the related accounts payable at
January 31, 2008 and April 30, 2007 (see Note 3).
7
(8) Notes Payable
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Notes payable consist of the following (in thousands):
January 31, April 30,
2008 2007
----------------- ----------------
Notes payable:
Line-of-credit borrowings:
Real estate operations and other $ 17,000 $ 6,000
Media services operations 6,257 11,905
Real estate operations term loan 2,798 10,559
Other notes payable 2,642 3,835
----------------- ----------------
$ 28,697 $ 32,299
================= ================
The Company's AMREP Southwest Inc. subsidiary has a revolving credit facility
with a bank that originally was to mature in September 2008. During September
2007, the maturity date was extended to September 2009, with all other terms
remaining unchanged.
On February 1, 2008, the Company's Kable Media Services group entered into a
First Modification to its existing loan agreement with LaSalle Bank National
Association dated as of January 16, 2007. The First Modification modifies the
existing loan agreement by, among other things, (a) increasing the amount that
may be borrowed for capital expenditures from $1,500,000 to $4,500,000, (b)
allowing the borrowers the right to re-borrow the amounts of capital expenditure
loans that have been repaid, (c) modifying the interest rate options the
borrowers may select and (d) adding Kable Products Services, Inc., a recently
organized member of the Kable Media Services group, as a borrower.
(9) Discontinued Operations
-----------------------
Loss from operations of discontinued business (net of income taxes) in the nine
month period ended January 31, 2008 reflects costs associated with the
settlement of all litigation related to the Company's El Dorado, New Mexico
water utility subsidiary that were in addition to costs that were estimated and
accrued for this matter in the fourth quarter of 2007.
(10) Restructuring and Fire Recovery Costs
-------------------------------------
The Company has announced a project to integrate certain aspects of the Kable
and Palm Coast fulfillment operations in order to improve operating efficiencies
and customer service and also to reduce costs. This project has resulted in one
significant workforce reduction that occurred in the first quarter of 2008
together with a second quarter announced plan to redistribute the fulfillment
services work performed at the Marion, Ohio facility. The Company has recorded
charges to operations directly related to the integration project of $136,000
and $707,000 for the three and nine-month periods ending January 31, 2008.
On December 5, 2007 a warehouse of approximately 38,000 square feet leased by
the Company in Oregon, Illinois was totally destroyed by an accidental fire. The
warehouse was used principally to store back issues of magazines published by
certain customers for whom the Company fills back-issue orders as part of its
services. The Company is reviewing its insurance coverage, including coverage
for materials of certain publishers for whom it was required to provide
insurance and its business interruption coverage, and evaluating the impact of
this event on its operations. At this point, the Company is unable to reach any
8
conclusions as to these matters or to determine the ultimate effect on its
financial position, results of operations and cash flows. The Company is in the
process of compiling data to submit to its insurer and has received no insurance
proceeds. The Company has recorded charges to operations of $251,000 related to
fire recovery costs for the three and nine-month periods ended January 31, 2008,
principally related to legal and other costs that are not covered by insurance.
(11) Acquisition
-----------
The Company received a refund of $195,000 in the second quarter of 2008 in
excess of a receivable valuation related to the acquisition of Palm Coast in
2007. The Company adjusted the original amount of goodwill recorded in the
purchase accounting for the acquisition, in accordance with FASB Statement No.
141, "Business Combinations".
(12) Information About the Company's Operations in Different Industry Segments
-------------------------------------------------------------------------
The following tables set forth summarized data relative to the industry segments
for continuing operations in which the Company operated for the three and
nine-month periods ended January 31, 2008 and 2007 (tables in thousands):
Newsstand
Real Estate Fulfillment Distribution
Operations Services Services Corporate Consolidated
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Three months ended January 31, 2008 (a):
Revenues $ 6,943 $ 33,537 $ 2,944 $ 11 $ 43,435
Income from continuing operations 2,440 516 151 339 3,446
Provision for income taxes from continuing
operations 1,433 303 89 197 2,022
----------------------------------------------------------------------------------
Income from continuing operations
before income taxes 3,873 819 240 536 5,468
Interest expense (income), net (b) - 1,236 (346) (616) 274
Depreciation and amortization 9 2,414 246 2 2,671
----------------------------------------------------------------------------------
EBITDA (c) $ 3,882 $ 4,469 $ 140 $ (78) $ 8,413
----------------------------------------------------------------------------------
Capital expenditures $ 26 $ 1,544 $ 74 $ - $ 1,644
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Three months ended January 31, 2007:
Revenues $ 17,355 $ 20,612 $ 3,737 $ 485 $ 42,189
Income from continuing operations 5,937 241 522 230 6,930
Provision for income taxes from continuing
operations 3,487 140 307 135 4,069
----------------------------------------------------------------------------------
Income from continuing operations
before income taxes 9,424 381 829 365 10,999
Interest expense (income), net (b) - 456 (191) (113) 152
Depreciation and amortization 11 1,409 246 1 1,667
----------------------------------------------------------------------------------
EBITDA (c) $ 9,435 $ 2,246 $ 884 $ 253 $ 12,818
----------------------------------------------------------------------------------
Capital expenditures $ 68 $ 252 $ - $ - $ 320
-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------
Nine months ended January 31, 2008 (a):
Revenues $ 32,234 $ 94,560 $ 9,811 $ 280 $ 136,885
Income from continuing operations 12,167 (1,209) 959 1,316 13,233
9
Provision (benefit) for income taxes from
continuing operations 7,145 (705) 557 773 7,770
----------------------------------------------------------------------------------
Income (loss) from continuing operations
before income taxes 19,312 (1,914) 1,516 2,089 21,003
Interest expense (income), net (b) - 4,097 (1,215) (1,983) 899
Depreciation and amortization 125 7,151 733 5 8,014
----------------------------------------------------------------------------------
EBITDA (c) $ 19,437 $ 9,334 $ 1,034 $ 111 $ 29,916
----------------------------------------------------------------------------------
Goodwill $ - $ 50,246 $ 3,893 $ - $ 54,139
Total assets $ 95,755 $ 143,501 $ 45,371 $ (400) $ 284,227
Capital expenditures $ 1,204 $ 4,344 $ 111 $ 3 $ 5,662
-------------------------------------------------------------------------------------------------------------------------------
Nine months ended January 31, 2007:
Revenues $ 86,877 $ 57,153 $ 11,179 $ 1,304 $ 156,513
Income from continuing operations 35,575 1,168 1,592 461 38,796
Provision for income taxes from continuing
operations 20,894 685 935 270 22,784
----------------------------------------------------------------------------------
Income from continuing operations
before income taxes 56,469 1,853 2,527 731 61,580
Interest expense (income), net (b) - 748 (309) (113) 326
Depreciation and amortization 112 3,782 707 3 4,604
----------------------------------------------------------------------------------
EBITDA (c) $ 56,581 $ 6,383 $ 2,925 $ 621 $ 66,510
----------------------------------------------------------------------------------
Goodwill $ - $ 50,768 $ 3,893 $ - $ 54,661
Total assets $ 82,259 $ 147,893 $ 44,618 $ 21,555 $ 296,325
Capital expenditures $ 2,564 $ 1,322 $ 8 $ 16 $ 3,910
-------------------------------------------------------------------------------------------------------------------------------
(a) Segment information does not include net loss from discontinued
operations of $57,000 in the nine months ended January 31, 2008.
(b) Interest expense, net includes inter-segment interest income and
expense that is eliminated in consolidation.
(c) The Company uses EBITDA (which the Company defines as income from
continuing operations before interest expense, net, income taxes and
depreciation and amortization) in addition to income from continuing
operations as a key measure of profit or loss for segment performance
and evaluation purposes.
Item 2. Management's Discussion and Analysis of Financial Condition
------- -----------------------------------------------------------
and Results of Operations
-------------------------
INTRODUCTION
------------
The Company, through its subsidiaries, is primarily engaged in three business
segments: the Real Estate business operated by AMREP Southwest Inc. and its
subsidiaries (collectively, "AMREP Southwest") and the Fulfillment Services and
Newsstand Distribution Services businesses operated by Kable Media Services,
Inc. and its subsidiaries (collectively, "Kable" or "Media Services"). The
Company's foreign sales and activities are not significant.
The following provides information that management believes is relevant to an
assessment and understanding of the Company's consolidated results of operations
and financial condition. The discussion should be read in conjunction with the
2007 consolidated financial statements and accompanying notes. All references in
this Item 2 to the third quarter or first nine months of 2008 and 2007 mean the
fiscal three or nine-month periods ended January 31, 2008 and 2007.
10
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 2007
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 Company's annual report on Form 10-K for the
year ended April 30, 2007 (the "2007 Form 10-K"). The preparation of those
consolidated financial statements required management to make estimates and
assumptions that affected the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting periods. Actual amounts or results could differ from those
estimates.
The significant accounting policies of the Company are described in Note 1 to
the 2007 consolidated financial statements, and the critical accounting policies
and estimates are described in Management's Discussion and Analysis included in
Item 7 of the 2007 Form 10-K. There have been no changes in the critical
accounting policies. Information concerning the implementation and the impact of
new accounting standards issued by the Financial Accounting Standards Board
("FASB") is included in the notes to the 2007 consolidated financial statements.
The Company adopted FASB Interpretation No. 48 ("FIN 48") effective May 1, 2007.
The adoption of FIN 48 had no impact on the Company's financial condition,
liquidity or results of operations. The Company did not adopt any other
accounting policies in the first nine months of 2008.
RESULTS OF OPERATIONS
---------------------
For the third quarter of 2008, net income was $3,446,000, or $0.57 per share,
compared to net income of $6,930,000, or $1.04 per share, in the third quarter
of 2007. Results for the third quarter of both 2008 and 2007 were entirely from
continuing operations. For the first nine months of 2008, net income was
$13,176,000, or $2.08 per share, compared to net income of $38,796,000, or $5.84
per share, for the same period of 2007. Results for the first nine months of
2008 included a loss on discontinued operations of $57,000, or $.01 per share,
that reflected costs incurred in connection with the settlement of all
litigation related to the Company's El Dorado, New Mexico water utility
subsidiary that were in addition to costs estimated and accrued for this matter
in the fourth quarter of 2007, while the results for the same period in 2007
were entirely from continuing operations. Revenues were $43,435,000 and
$136,885,000 for the third quarter and first nine months of 2008 compared to
$42,189,000 and $156,513,000 for the same periods last year.
Revenues from land sales at AMREP Southwest were $6,302,000 and $27,613,000 for
the three and nine-month periods ended January 31, 2008 compared to $16,563,000
and $80,760,000 for the same periods of the prior year. These decreases
reflected substantially lower land sales in the Company's principal market of
Rio Rancho, New Mexico, due to the slowdown of the real estate market in the
greater Albuquerque-metro and Rio Rancho areas that began in earlier periods.
Third quarter land sales revenues and gross profits in fiscal 2008 were
primarily from the sale of two commercial properties, while in fiscal 2007 they
were from sales of developed lots to homebuilders and commercial developers as
well as from sales of undeveloped land. As previously reported, the number of
permits for new home construction in both markets was down significantly for
calendar 2007 compared to 2006, with Rio Rancho showing a decrease of nearly
50%. The Company believes that this decline was consistent with the
well-publicized problems of the national home building industry, including fewer
sales of both new and existing homes, the increasing number of mortgage
delinquencies and foreclosures and a tightening of mortgage availability. As a
result of these factors, builders have slowed the pace of building on land
previously purchased from the Company in Rio Rancho and, in some cases, have
delayed or cancelled the purchase of additional land. These factors are also
believed to have contributed to a decline in sales of undeveloped land to both
builders and investors.
11
In Rio Rancho, the Company sells both developed and undeveloped lots to
national, regional and local home builders, commercial and industrial property
developers and others. For the third quarter and first nine months of 2008 and
2007, the Company's land sales in Rio Rancho have been as follows:
2008 2007
---------------------------------------- ------------------------------------------
Revenues Revenues
Acres Revenues Per Acre Acres Revenues Per Acre
Sold (in 000's) (in 000's) Sold (in 000's) (in 000's)
--------- ----------- ------------ --------- ------------ ------------
Three months ended
January 31:
Developed
Residential - $ - $ - 27 $ 8,706 $ 322
Commercial 25 5,731 229 12 3,930 328
--------- ----------- ------------ --------- ------------ ------------
Total Developed 25 5,731 229 39 12,636 324
Undeveloped 24 571 24 69 3,927 57
--------- ----------- ------------ --------- ------------ ------------
Total 49 $ 6,302 $ 129 108 $ 16,563 $ 153
--------- ----------- ------------ --------- ------------ ------------
Nine months ended
January 31:
Developed
Residential 30 $ 9,468 $ 316 108 $ 31,163 $ 289
Commercial 39 8,651 222 56 15,727 281
--------- ----------- ------------ --------- ------------ ------------
Total Developed 69 18,119 263 164 46,890 286
Undeveloped 326 9,494 29 642 33,870 53
--------- ----------- ------------ --------- ------------ ------------
Total 395 $ 27,613 $ 70 806 $ 80,760 $ 100
--------- ----------- ------------ --------- ------------ ------------
The average selling price per acre of developed land in the three and nine-month
periods ended January 31, 2008 was lower compared to the same periods in 2007
due to a change in the mix and the stage of development of specific projects
from which the land was sold. The Company offers developed and undeveloped land
in Rio Rancho from a number of different projects, and selling prices may vary
from project to project and within projects depending on location, the stage of
development and other factors. The decrease in the average selling price of
undeveloped land in the third quarter and first nine months of 2008 was
primarily attributable to a higher proportion of undeveloped investment land
sold in the current year from locations in Rio Rancho that are further removed
from developed areas and thus generally have lower average selling prices. The
average gross profit percentage on land sales increased from 59% for the third
quarter of 2007 to 63% for the third quarter of 2008. This increase was
attributable to the previously noted commercial land sales during the quarter,
which generally have a greater profit percentage than do sales of developed
residential lots. The average gross profit percentage for the first nine months
of 2007 was 68% compared to 65% for the same period of 2008. The decreased gross
profit percentage for the first nine months of fiscal 2008 was principally
attributable to a change in the mix of sales between commercial, developed and
undeveloped lots sold in each period, with 2007 sales including a higher
percentage of revenues from sales of commercial and undeveloped lots which
generally have higher gross profit percentages. Revenues and related gross
profits from land sales can vary significantly from period to period as a result
of many factors, including the nature and timing of specific transactions, and
prior results are not necessarily a good indication of what may occur in future
periods.
Revenues from Media Services, including both Fulfillment Services and Newsstand
Distribution Services, increased from $24,116,000 and $67,855,000 for the third
quarter and first nine months of 2007 to $36,458,000 and $104,317,000 for the
same periods in 2008. These increases were attributable to the January 2007
acquisition of Palm Coast Data Holdco, Inc. ("Palm Coast") by Kable. Revenues
from Fulfillment Services operations, including the revenues of Palm Coast, were
12
$33,524,000 and $94,542,000 for the third quarter and first nine months of 2008
compared to $20,604,000 and $57,141,000 in the same periods of the prior year.
The increase in Fulfillment Services revenues resulting from the Palm Coast
acquisition ($13,814,000 and $41,140,000 in the third quarter and first nine
months) which was included in the consolidated financial statements for a 15 day
period after its acquisition in the third quarter 2007, was partly offset by
decreases in revenues from other parts of Kable's Fulfillment Services business
that resulted from competitive market pressures and customer losses that
occurred in earlier periods. Revenues from Kable's Newsstand Distribution
Services operations decreased from $3,512,000 and $10,714,000 for the third
quarter and first nine months of 2007 to $2,934,000 and $9,775,000 for the same
periods in 2008. The decrease in Newsstand Distribution Services revenues was
due to reduced billings and lower commission rates, as well as the inclusion of
certain revenues in the prior year that did not reoccur in 2008. Kable's
operating expenses increased by $10,196,000 and $33,116,000 for the third
quarter and first nine months of 2008 compared to the same periods in 2007, with
such increases being primarily attributable to the additional operating expenses
of Palm Coast, which were offset in part by decreased payroll and benefit
expenses resulting from lower revenue in other parts of the Fulfillment Services
business.
The Company has announced a project to integrate certain aspects of the Kable
and Palm Coast fulfillment operations in order to improve operating efficiencies
and customer service and also to reduce costs. This project has resulted in one
significant workforce reduction that occurred in the first quarter of 2008
together with a second quarter announced plan to redistribute the fulfillment
services work performed at the Marion, Ohio facility of its Fulfillment Services
business and the scheduled closing of the Ohio facility. Approximately $700,000
in severance-related costs is projected to be paid in connection with the Ohio
facility closure, which will be recorded as positions are eliminated during the
transitional period ending September 2008. Following the completion of this
program, the Company anticipates realizing annual cost savings of approximately
$2,000,000, which will bring the total estimated cost savings of the two actions
to approximately $4,700,000 annually. The Company has recorded charges to
operations directly related to the integration project of $136,000 and $707,000
for the three and nine-month periods ending January 31, 2008.
On December 5, 2007 a warehouse of approximately 38,000 square feet leased by
the Company in Oregon, Illinois was totally destroyed by an accidental fire. The
warehouse was used principally to store back issues of magazines published by
certain customers for whom the Company fills back-issue orders as part of its
services to these customers. The Company is reviewing its insurance coverage,
including coverage for materials of certain publishers for whom it was required
to provide insurance and its business interruption coverage, and evaluating the
impact of this event on its operations. At this point, the Company is unable to
reach any definitive conclusions as to these matters or to determine the
ultimate effect on its financial position, results of operations and cash flows.
The Company is in the process of compiling data to submit to its insurer and has
received no insurance proceeds. The Company has recorded charges to operations
of $251,000 related to fire recovery costs for the three and nine-month periods
ended January 31, 2008, principally related to legal and other costs that are
not covered by insurance.
Interest and other revenues were $675,000 and $4,955,000 for the three and
nine-month periods ended January 31, 2008 compared to $1,510,000 and $7,898,000
for the same periods in the prior year. The decrease in the 2008 third quarter
interest and other revenues compared to the same period in 2007 is the result of
lower cash balances to invest. During the second quarter of 2008, the Company
sold a commercial rental property at AMREP Southwest that resulted in a pre-tax
gain of $1,873,000, and it also recognized pre-tax income of $618,000 from the
forfeiture of a deposit for the purchase of land by a homebuilder who did not
exercise a purchase option. During the first quarter of 2007, the Company sold
certain of AMREP Southwest's investment assets, including the Company's office
building in Rio Rancho, which in the aggregate contributed a pre-tax gain of
$4,107,000.
13
Real estate commissions and selling expenses increased by $27,000 in the third
quarter of 2008 compared to the same period in 2007, and decreased by $546,000
for the nine-month period of 2008 compared to the same period in 2007.
Commissions and selling expenses generally vary depending upon the terms of
specific land sale transactions. Other operating expenses decreased $519,000 and
$146,000 for the three and nine-month periods ended January 31, 2008 compared to
the same periods in 2007 primarily due to a favorable adjustment of
approximately $550,000 in the third quarter of 2008 for real estate tax expense
resulting from the finalization of a property tax valuation appeal by AMREP
Southwest.
General and administrative costs of Media Services operations increased $899,000
and $3,771,000 in the third quarter and first nine months of 2008 compared to
the same periods in 2007, primarily due to the addition of Palm Coast partially
offset by reduced spending in other Media Services operations. Real estate and
corporate general and administrative expenses in the third quarter of 2008
increased by $64,000, including increased Sarbanes-Oxley consulting and salaries
that were partially offset by decreases in legal and pension expenses. Real
estate and corporate general and administrative expenses decreased by $225,000
for the nine-month period ended January 31, 2008 compared to the same period in
2007 primarily due to reduced professional and consulting fees associated with
the real estate business.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
During the past several years, the Company has financed its operations from
internally generated funds from real estate sales and Media Services operations,
and from borrowings under its various lines-of-credit and development loan
agreements.
Cash Flows From Financing Activities
------------------------------------
AMREP Southwest has a revolving credit facility with a bank that originally was
to mature in September 2008. During September 2007, the maturity date was
extended to September 2009, with all other terms remaining unchanged.
On February 1, 2008, the Company's Kable Media Services group entered into a
First Modification to its existing loan agreement with LaSalle Bank National
Association dated as of January 16, 2007. The First Modification modifies the
existing loan agreement by, among other things, (a) increasing the amount that
may be borrowed for capital expenditures from $1,500,000 to $4,500,000, (b)
allowing the borrowers the right to re-borrow the amounts of capital expenditure
loans that have been repaid, (c) modifying the interest rate options the
borrowers may select and (d) adding Kable Products Services, Inc., a recently
organized member of the Kable Media Services group, as a borrower.
Cash Flows From Operating Activities
------------------------------------
Cash and cash equivalents decreased from $42,102,000 at April 30, 2007 to
$24,928,000 at January 31, 2008, as net cash provided by operating activities
was more than offset by the Company's acquisition of treasury stock at a cost of
$21,363,000.
Real estate inventory was $66,416,000 at January 31, 2008 compared to
$46,584,000 at April 30, 2007. Inventory in the Company's core real estate
market of Rio Rancho was $59,433,000 at January 31, 2008 and $39,770,000 at
April 30, 2007. The increase in real estate inventory in Rio Rancho was
primarily attributable to capitalized costs incurred for the improvement of
certain projects that are in the initial stages of site development. In
addition, the Company reclassified approximately $3,900,000 to real estate
inventory from receivables during the quarter ended January 31, 2008 resulting
from the receipt of a deed in lieu of foreclosure related to a delinquent
mortgage receivable. The balance of real estate inventory consisted of
14
properties in Colorado. Real estate investment assets, which includes land held
for long-term investment located in areas not planned to be developed in the
near term and thus not offered for sale, decreased from $12,165,000 at April 30,
2007 to $10,274,000 at January 31, 2008 primarily as a result of the sale of a
commercial rental property at AMREP Southwest.
Real estate receivables decreased from $25,117,000 at April 30, 2007 to
$13,333,000 at January 31, 2008, resulting primarily from the net effect of
payments received on previously issued mortgage notes offset in part by mortgage
notes received in connection with real estate sales that closed during the first
nine months of 2008 and from the reclassification of approximately $3,900,000 to
real estate inventory from receivables, as discussed above. Receivables from
Media Services operations increased from $47,825,000 at April 30, 2007 to
$52,882,000 at January 31, 2008, primarily due to higher quarter-end billings at
January 31, 2008 compared to April 30, 2007.
Accounts payable and accrued expenses increased from $83,557,000 at April 30,
2007 to $92,805,000 at January 31, 2008, primarily as a result of an increase in
the amounts due publishers. In addition, under a distribution arrangement with
one publisher customer of the Newsstand Distribution Services business, that
publisher bears the ultimate credit risk of non-collection of related amounts
due from the customers to which the Company distributes the publisher's
magazines. Accounts receivable subject to this arrangement were netted
($28,137,000 was netted at January 31, 2008 and $21,106,000 was netted at April
30, 2007) against the related accounts payable due the publisher on the
accompanying consolidated balance sheets.
Deferred revenue relates to consideration received on certain real estate land
sales which are accounted for under the percentage of completion method and
which will be recognized as revenue as the Company completes land development
work which it is obligated to perform. Deferred revenue decreased from
$4,352,000 at April 30, 2007 to none at January 31, 2008 as related sales
recorded under the percentage of completion were completed and no new percentage
of completion sales were recorded.
Cash Flows From Investing Activities
------------------------------------
Capital expenditures amounted to $5,662,000 and $3,910,000 in the first nine
months of 2008 and 2007, primarily for computer hardware and software
development expenditures related to Kable's Fulfillment Services business and
the acquisition of real estate investment property. The Company believes that it
has adequate cash and financing capability to provide for its anticipated future
capital expenditures.
Future Payments Under Contractual Obligations
---------------------------------------------
The Company is obligated to make future payments under various contracts,
including its debt agreements and lease agreements, and is subject to certain
other commitments and contingencies. The table below summarizes significant
contractual obligations as of January 31, 2008 for the items indicated (in
thousands):
Less than 1 - 3 3 - 5 More than
Contractual Obligations Total 1 year years years 5 years
----- --------- ----- ----- ---------
Notes payable $28,697 $ 4,462 $23,912 $ 323 $ -
Operating leases and other 24,445 5,183 9,678 6,402 5,132
---------- ----------- ----------- ------------ -------------
Total $55,092 $ 9,645 $33,590 $ 6,725 $ 5,132
========== =========== =========== ============ =============
15
The decrease in notes payable from April 30, 2007 was primarily due to lower
borrowings by Kable offset in part by additional borrowings by AMREP Southwest.
Operating leases and other includes $1,950,000 of unrecognized tax benefits and
related interest accrued in accordance with FIN 48. Refer to Notes 9, 14 and 15
to the consolidated financial statements included in the 2007 Form 10-K for
additional information on long-term debt and commitments and contingencies.
Discretionary Stock Repurchase Program
--------------------------------------
The Company announced on October 8, 2007 that its Board of Directors had
authorized the repurchase of up to 500,000 shares of the Company's common stock,
which was in addition to the previously announced 500,000 share repurchase
program that was completed in early October 2007. The purchases may be made from
time-to-time either in the open market or through negotiated private
transactions with non-affiliates of the Company. For the nine months ended
January 31, 2008, the Company had purchased a total of 658,400 shares under both
announced programs, all in open market transactions, for a total purchase price,
including commissions, of $21,363,000, or an average of $32.45 per share.
All repurchases were funded from cash on hand and borrowings, and the Company
expects to fund any future purchases from internally generated cash or
borrowings.
Risk Factors
------------
In addition to the other information set forth in this report, the factors
discussed in Part I, "Item 1A. Risk Factors." in the Company's 2007 Form 10-K,
which could materially affect the Company's business, financial condition or
future results, should be carefully considered. The risks described in the 2007
Form 10-K are not the only risks facing the Company. Additional risks and
uncertainties not currently known to the Company or that currently are deemed to
be immaterial also may materially adversely affect the Company's business,
financial condition or operating results.
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. 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. These risks and uncertainties include, but are not limited to, the
risks described above under the heading "Risk Factors". 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 the project to
integrate the operations of the Fulfillment Services business and the estimated
cost savings of the workforce reduction. The Company undertakes no obligation to
revise or update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information, future
events or otherwise.
16
Item 3. Quantitative and Qualitative Disclosures About Market Risk
------- ----------------------------------------------------------
The Company has several credit facilities that require the Company to pay
interest at a rate that may change periodically. These variable rate obligations
expose the Company to the risk of increased interest expense in the event of
increases in short-term interest rates. At January 31, 2008, borrowings of
$26,055,000 were subject to variable interest rates. Refer to Item 7(A) of the
2007 Form 10-K for additional information regarding quantitative and qualitative
disclosures about market risk.
Item 4. Controls and Procedures
------- -----------------------
Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's chief
financial officer and the other executive officers whose certifications
accompany this quarterly report, 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 chief financial officer and such
other executive officers have concluded that such disclosure controls and
procedures are effective 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 principal executive and principal financial
officers, or persons performing similar functions, 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
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
PART II. OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
------- -----------------------------------------------------------
The following table sets forth information regarding purchases of the Company's
common stock by the Company and any of its "affiliated purchasers" (as defined
in Rule 10-b-18(a)(3) under the Securities Exchange Act of 1934) during the
quarter ended January 31, 2008.
Total Number of
Shares Purchased as Maximum Number of
Total Number Part of Publicly Shares that May Yet Be
of Shares Average Price Announced Plans Purchased Under the
Period Purchased (1)(2) Paid Per Share or Programs Plans or Programs
----------------------------------- ---------------- --------------- ------------------ ----------------------
November 1, 2007 - November 30, 2007 10,000 $31.86 10,000 373,600
December 1, 2007 - December 31, 2007 47,500 $31.73 32,000 341,600
January 1, 2008 - January 31, 2008 65,000 $29.43 - 341,600
---------------- --------------- ------------------ ----------------------
Total 122,500 $30.52 42,000 341,600
================ =============== ================== ======================
17
Note (1) - On October 8, 2007, the Company announced that its Board of Directors
had authorized the repurchase of up to 500,000 shares of the Company's common
stock from time to time in the open market or through negotiated private
transactions. There is no designated expiration date for the program. All of the
Company's purchases were made in the open market and were part of the publicly
announced program.
Note (2) - Includes shares purchased by Nicholas G. Karabots, the Company's
controlling shareholder and who may be deemed to be an affiliated purchaser, as
follows: 15,500 shares in December; and 65,000 shares in January, as reported on
Forms 4 filed by Mr. Karabots with the Securities and Exchange Commission. Such
purchases were all made in the open market and were not pursuant to any publicly
announced plan or program. The Company purchased no shares in January 2008.
Item 6. Exhibits
------- --------
Exhibit No. Description
----------- -----------
31.1 Certification required by Rule 13a-14(a) under the Securities
Exchange Act of 1934.
31.2 Certification required by Rule 13a-14(a) under the Securities
Exchange Act of 1934.
31.3 Certification required by Rule 13a-14(a) under the Securities
Exchange Act of 1934.
32 Certification required pursuant to 18 U.S.C. Section 1350.
18
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 10, 2008 AMREP CORPORATION
(Registrant)
By: /s/ Peter M. Pizza
----------------------------------------------
Peter M. Pizza
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
19
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
31.1 Certification required by Rule 13a-14(a) under the Securities Exchange
Act of 1934 - Filed herewith.
31.2 Certification required by Rule 13a-14(a) under the Securities Exchange
Act of 1934 - Filed herewith.
31.3 Certification required by Rule 13a-14(a) under the Securities Exchange
Act of 1934 - Filed herewith.
32 Certification required pursuant to 18 U.S.C. Section 1350 - Filed
herewith.
20