-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SeZCOcrukSJsEq6KtbAxTCsdCj+GWn5vDPvjnJ6qUj40IksiImj8+ZYloUEDutMb 6qn3aAN4mIGsGYr3eUm23g== 0000006207-03-000014.txt : 20031212 0000006207-03-000014.hdr.sgml : 20031212 20031212111158 ACCESSION NUMBER: 0000006207-03-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031031 FILED AS OF DATE: 20031212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 590936128 STATE OF INCORPORATION: OK FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04702 FILM NUMBER: 031050961 BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127054700 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REALTY & PETROLEUM CORP DATE OF NAME CHANGE: 19671019 10-Q 1 axr0402.txt SECOND QUARTER FILING 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 October 31 , 2003 ------------------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________________ to ______________________ Commission File Number 1-4702 ------ AMREP Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Oklahoma 59-0936128 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 641 Lexington Avenue, Sixth Floor, New York, New York 10022 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 705-4700 ----------------------------- 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 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 ------- ------- Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X ------- ------- Number of Shares of Common Stock, par value $.10 per share, outstanding at October 31, 2003 - 6,598,112. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES INDEX ----- PART I. FINANCIAL INFORMATION PAGE NO. - ------- -------- Item 1. Financial Statements Consolidated Balance Sheets October 31, 2003 and April 30, 2003 1 Consolidated Statements of Operations and Retained Earnings Three Months Ended October 31, 2003 and 2002 2 Consolidated Statements of Operations and Retained Earnings Six Months Ended October 31, 2003 and 2002 3 Consolidated Statements of Cash Flows Six Months Ended October 31, 2003 and 2002 4 Notes to Consolidated Financial Statements 5 - 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - 10 Item 3. Quantitative and Qualitative Disclosures About Market Risk 10 Item 4. Controls and Procedures 10 - 11 PART II. OTHER INFORMATION - ------- Item 4. Submission of Matters to a Vote of Security Holders 11 Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURE 12 EXHIBIT INDEX 13 PART I. FINANCIAL INFORMATION Item 1. Financial Statements - ------- -------------------- AMREP CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ( Unaudited ) (Thousands, except par value and number of shares) October 31, April 30, 2003 2003 ------------------ ------------------ ASSETS - ------ Cash and cash equivalents $ 23,425 $ 16,443 Receivables, net: Magazine operations 47,557 36,464 Real estate operations 7,405 5,970 ------------------ ------------------ 54,962 42,434 Real estate inventory 60,484 63,084 Property, plant and equipment, at cost, net of accumulated depreciation and amortization of $20,308 at October 31, 2003 and $18,231 at April 30, 2003 23,207 22,487 Other assets 10,670 9,911 Goodwill 5,191 5,191 ------------------ ------------------ TOTAL ASSETS $ 177,939 $ 159,550 ================== ================== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Accounts payable and accrued expenses $ 46,911 $ 38,101 Notes payable: Amounts due within one year 3,008 4,124 Amounts subsequently due 18,218 14,303 ------------------ ------------------ 21,226 18,427 Taxes payable 1,155 605 Deferred income taxes 3,010 1,506 Accrued pension cost 7,083 7,083 ------------------ ------------------ TOTAL LIABILITIES 79,385 65,722 Shareholders' equity: Common stock, $.10 par value; shares authorized - 20,000,000; 7,409,204 shares issued - at October 31, 2003 and 7,406,704 at April 30, 2003 741 741 Capital contributed in excess of par value 45,067 44,992 Retained earnings 64,385 59,786 Accumulated other comprehensive loss ( 6,034) ( 6,034) Treasury stock, at cost; 811,092 shares at October 31, 2003 and 818,592 at April 30, 2003 ( 5,605) ( 5,657) ------------------ ------------------ TOTAL SHAREHOLDERS' EQUITY 98,554 93,828 ------------------ ------------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 177,939 $ 159,550 ================== ================== See notes to consolidated financial statements. 1 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended October 31, 2003 and 2002 (Thousands, except per share amounts) 2003 2002 ------------------ ------------------- REVENUES - -------- Magazine operations $ 25,200 $ 13,175 Real estate operations 6,744 2,091 Interest and other operations 758 1,070 ------------------ ------------------- 32,702 16,336 ------------------ ------------------- COSTS AND EXPENSES - ------------------ Magazine operating expenses 20,905 9,973 Real estate cost of sales 3,385 927 Real estate commissions and selling 277 191 Other operations 567 613 General and administrative: Magazine operations 2,167 1,648 Real estate operations and corporate 823 727 Interest expense, net 267 176 ------------------ ------------------- 28,391 14,255 ------------------ ------------------- Income before income taxes 4,311 2,081 PROVISION FOR INCOME TAXES 1,595 832 ------------------ ------------------- NET INCOME 2,716 1,249 RETAINED EARNINGS, beginning of period 61,669 54,308 ------------------ ------------------- RETAINED EARNINGS, end of period $ 64,385 $ 55,557 ================== =================== NET INCOME PER SHARE - BASIC AND DILUTED $ 0.41 $ 0.19 ================== =================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,594 6,579 ================== =================== See notes to consolidated financial statements. 2 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Six Months Ended October 31, 2003 and 2002 (Thousands, except per share amounts) 2003 2002 ------------------ ------------------- REVENUES - -------- Magazine operations $ 51,193 $ 25,341 Real estate operations 13,138 4,584 Interest and other operations 1,988 2,421 ------------------ ------------------- 66,319 32,346 ------------------ ------------------- COSTS AND EXPENSES - ------------------ Magazine operating expenses 41,638 19,845 Real estate cost of sales 5,998 2,360 Real estate commissions and selling 479 321 Other operations 1,174 1,284 General and administrative: Magazine operations 4,764 3,380 Real estate operations and corporate 1,821 1,441 Interest expense, net 528 309 ------------------ ------------------- 56,402 28,940 ------------------ ------------------- Income before income taxes 9,917 3,406 PROVISION FOR INCOME TAXES 3,670 1,362 ------------------ ------------------- NET INCOME 6,247 2,044 DIVIDEND ( $0.25 per share ) ( 1,648) - RETAINED EARNINGS, beginning of period 59,786 53,513 ------------------ ------------------- RETAINED EARNINGS, end of period $ 64,385 $ 55,557 ================== =================== NET INCOME PER SHARE - BASIC AND DILUTED $ 0.95 $ 0.31 ================== =================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,591 6,577 ================== =================== See notes to consolidated financial statements. 3 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Six Months Ended October 31, 2003 and 2002 (Thousands) 2003 2002 ----------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 6,247 $ 2,044 ----------------- ------------------ Adjustments to reconcile net income to net cash provided by operating activities - Depreciation and amortization 2,487 1,516 Non-cash credits and charges: Pension expense (benefit) accrual 772 (7) Bad debt reserve 138 177 Stock based compensation - Directors' Plan 109 - Changes in assets and liabilities - Receivables (12,666) 1,605 Real estate inventory 2,600 (1,742) Other assets ( 1,169) (673) Accounts payable and accrued expenses 8,038 (1,641) Taxes payable 550 940 Deferred income taxes 1,504 - ----------------- ------------------ Total adjustments 2,363 175 ----------------- ------------------ Net cash provided by operating activities 8,610 2,219 ----------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 2,797) (1,459) ----------------- ------------------ Net cash used by investing activities ( 2,797) (1,459) ----------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from debt financing 18,094 13,630 Principal debt payments (15,295) (12,240) Proceeds from exercise of stock options 18 46 Dividends paid ( 1,648) - ----------------- ------------------ Net cash provided by financing activities 1,169 1,436 ----------------- ------------------ Increase in cash and cash equivalents 6,982 2,196 CASH AND CASH EQUIVALENTS, beginning of period 16,443 15,744 ----------------- ------------------ CASH AND CASH EQUIVALENTS, end of period $ 23,425 $ 17,940 ================= ================== SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid - net of amounts capitalized $ 407 $ 378 ================= ================== Income taxes paid - net of refunds $ 1,616 $ 422 ================= ================== See notes to consolidated financial statements. 4 AMREP CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Six Months Ended October 31, 2003 and 2002 (1) BASIS OF PRESENTATION --------------------- The accompanying unaudited 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. The April 30, 2003 balance sheet amounts have been derived from the April 30, 2003 audited financial statements of the Registrant (see Note 3). Since the accompanying consolidated financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements, it is suggested that they be read in conjunction with the audited consolidated financial statements and notes thereto included in the Registrant's 2003 Annual Report on Form 10-K. In the opinion of management, the accompanying unaudited 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 the results to be expected for the full fiscal year. (2) 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 operates for the three and six month periods ended October 31, 2003 and 2002. Certain amounts included in "Interest and other operations" on the Consolidated Statements of Operations are classified below within the Land Operations and Corporate and Other segments, depending upon the nature of business activity. In addition, certain prior year amounts have been reclassified to reflect corporate management fees as well as the reclassification of certain revenues and expenses between the Distribution and Fulfillment segments in order to conform to the current year presentation. THREE MONTHS Land Corporate Operations Distribution Fulfillment and Other Consolidated ---------- ------------ ----------- --------- ------------ October 2003 (Thousands): Revenues $ 6,839 $ 2,968 $ 22,232 $ 663 $ 32,702 Expenses(excluding interest) 4,397 2,709 20,547 471 28,124 Interest expense, net - 7 207 53 267 -------------- -------------- ------------- -------------- --------------- Pretax income contribution $ 2,442 $ 252 $ 1,478 $ 139 $ 4,311 ============== ============== ============= ============== =============== ________________________________________________________________________________________________________________ October 2002 (Thousands): Revenues $ 2,524 $ 3,903 $ 9,272 $ 637 $ 16,336 Expenses(excluding interest) 1,828 2,883 8,913 455 14,079 Interest expense, net - 68 49 59 176 -------------- ------------- ------------- -------------- --------------- Pretax income contribution $ 696 $ 952 $ 310 $ 123 $ 2,081 ============== ============= ============= ============== ===============
5 SIX MONTHS Land Corporate Operations Distribution Fulfillment and Other Consolidated ---------- ------------ ----------- --------- ------------ October 2003 (Thousands): Revenues $ 13,726 $ 6,217 $ 44,976 $ 1,400 $ 66,319 Expenses(excluding interest) 8,037 5,609 41,160 1,068 55,874 Interest expense, net - 12 408 108 528 -------------- ------------- ------------ ------------- --------------- Pretax income contribution $ 5,689 $ 596 $ 3,408 $ 224 $ 9,917 ============== ============= ============ ============= =============== Identifiable assets $ 72,244 $ 46,213 $ 41,858 $ 17,624 $ 177,939 Intangible assets $ - $ 3,893 $ 1,298 $ - $ 5,191 ________________________________________________________________________________________________________________ October 2002 (Thousands): Revenues $ 5,353 $ 7,285 $ 18,056 $ 1,652 $ 32,346 Expenses(excluding interest) 4,099 5,769 17,806 957 28,631 Interest expense, net - 132 59 118 309 -------------- -------------- ------------ ------------- --------------- Pretax income contribution $ 1,254 $ 1,384 $ 191 $ 577 $ 3,406 ============== ============== ============ ============= =============== Identifiable assets $ 71,786 $ 38,333 $ 23,082 $ 19,431 $ 152,632 Intangible assets $ - $ 3,893 $ 1,298 $ - $ 5,191 ________________________________________________________________________________________________________________
(3) RECLASSIFICATION ---------------- The contract for the sale of the Company's water utility subsidiary in Eldorado, New Mexico expired in September 2003. In accordance with Financial Accounting Standard No. 144, "Accounting for the Impairment or Disposal of Long - Lived Assets", the related assets and liabilities have been reclassified as held and used. 6 AMREP CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition - ------- ----------------------------------------------------------- and Results of Operations ------------------------- 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 consolidated financial statements and accompanying notes. All references to the second quarter or first six months of 2004 or 2003 mean the quarter or six-month period ended October 31, 2003 or 2002, as the case may be, and references to 2004 and 2003 mean the fiscal years ended April 30, 2004 and 2003, respectively, unless the context otherwise requires. Results of Operations - --------------------- For the second quarter and first six months of 2004, the Company reported revenues of $32,702,000 and $66,319,000, respectively, compared to $16,336,000 and $32,346,000 in the same periods of the prior year. Net income was $2,716,000 ($0.41 per share) and $6,247,000 ($0.95 per share) in the second quarter and first six months of 2004, respectively, compared to $1,249,000 ($0.19 per share) and $2,044,000 ($0.31 per share) for the same periods in 2003. Second quarter revenues from the Company's Kable News Company subsidiary ("Kable") increased from $13,175,000 in 2003 to $25,200,000 in the current year, and in the six month period, revenues increased from $25,341,000 last year to $51,193,000 this year. This substantial revenue growth reflected the April 2003 acquisition by Kable of the subscription fulfillment business of Electronic Data Systems Corporation ("EDS"). As a result of this acquisition, revenues from Kable's Fulfillment Services business increased from $9,272,000 and $18,056,000 in the second quarter and six month periods of 2003, respectively, to $22,232,000 and $44,976,000 in the comparable periods of the current year. This revenue increase from Fulfillment Services was offset in part, however, by a decline in revenues from the Newsstand Distribution Services business from $3,903,000 and $7,285,000 for the three and six month periods of 2003, respectively, to $2,968,000 and $6,217,000 in the same periods of the current year, principally due to a decline in magazine sales rates. Direct operating costs before general and administrative expenses of the Fulfillment Services business were approximately 85% and 87% of related revenues in the three and six month periods of 2003, respectively, compared to 86% and 84% for these same periods in 2004. These same costs increased for the Newsstand Services business from 54% and 58% in the three and six month periods of 2003, respectively, to 61% and 62% in the comparable 2004 periods reflecting the decline in revenues. As a result of customer losses that were identified and known prior to the acquisition of the EDS subscription fulfillment business and which have occurred and will continue to occur throughout the remainder of 2004, it is anticipated that the revenues and net income of the acquired subscription fulfillment business in the second half of 2004, and in particular the fourth quarter, will 7 be reduced from historical levels, including results of the first six months. Accordingly, results of Kable's Fulfillment Services business for the three and six month periods ended October 31, 2003 are not necessarily an indication of what may occur in future periods. Revenues from land sales at the Company's AMREP Southwest subsidiary also rose significantly, from $2,091,000 and $4,584,000 in the second quarter and first six months of 2003, respectively, to $6,744,000 and $13,138,000 in the corresponding periods of the current year. This was the result of increased sales activity of both improved and unimproved residential lots in the Company's principal market of Rio Rancho, New Mexico, including a bulk sale in the first quarter of the current fiscal year of 265 unimproved lots to another builder for $1,900,000 where there was no comparable transaction in the prior year. The gross profit on land sales was 56% in the second quarter of 2003 and 50% in the second quarter of the current year, but increased for the six month period from 49% in 2003 to 54% in 2004 because of the higher proportion of unimproved lots sold in the first quarter of 2004, including the bulk sale discussed above, which generally have higher gross profit margins than developed lots. 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 an indication of what may occur in future periods. Real estate commissions and selling expenses increased in both the second quarter and first six months of the current year compared to the same periods last year due to the additional land sale revenues, but decreased as a percentage of related revenues from 9.1% and 7.0% for the second quarter and first six months of 2003, respectively, to 4.1% and 3.6% for the second quarter and first six months of 2004, respectively. Such costs generally vary depending upon the terms of specific sale transactions. Real estate and corporate general and administrative expenses increased in both the three and six month periods of 2004 versus the same periods of 2003, principally as a result of increased pension expense. General and administrative costs of magazine operations also increased during these periods due to the expansion of operations resulting from Kable's acquisition of the EDS subscription fulfillment business, but decreased as a percentage of sales from 12.5% in the second quarter and 13.3% in the first six months of 2003, respectively, to 8.6% and 9.3% in the same periods of 2004. Interest expense increased in both the three and six months periods in 2004 compared to 2003 as a result of borrowings incurred in connection with the acquisition as well as for additional working capital requirements. Revenues associated with interest and other operations decreased in both the three and six month periods of the current fiscal year as compared to the same periods in 2003 because certain revenues received in the prior year did not reoccur. Such one-time revenues included the receipt of interest in connection with a federal tax refund claim, the sale of certain real estate development impact fee credits in the first quarter of 2003 and the settlement with an insurance company related to a claim filed in prior years that was finalized in the second quarter of 2003. Costs of these other operations were generally comparable in both the three and six month periods of each year. 8 Liquidity and Capital Resources - ------------------------------- During the past several years, the Company has financed its operations from internally generated funds from land sales and magazine operations, and from borrowings under its various lines-of-credit and development loan agreements. Cash Flows From Financing Activities - ------------------------------------ The Company's subsidiaries have line of credit arrangements with several financial institutions which are collateralized by various assets. Based upon collateral availability, the Company's subsidiaries had an aggregate borrowing availability of $31.1 million at October 31, 2003 against which $16.1 million had been borrowed. Kable has an agreement with a bank which allows the company to borrow up to $30 million based upon a prescribed percentage of eligible accounts receivable, as defined. At October 31, 2003, Kable had borrowing availability of $20.9 million, against which $14.7 million was outstanding. The Company's real estate subsidiary, AMREP Southwest Inc., also has several loans to support its operations in New Mexico. These loans are collateralized by certain real estate assets and are subject to available collateral and various financial performance and other covenants. At October 31, 2003, the maximum available under these real estate lines-of-credit totaled $10.2 million, of which borrowings of $1.4 million were outstanding. On July 9, 2003, the Company's Board of Directors declared a special dividend of $0.25 per share payable on August 13, 2003 to shareholders of record on July 24, 2003. While this dividend was a one time event, the Board indicated that it may consider special dividends from time-to-time in the future in light of conditions then existing, including earnings, financial condition, cash position, and capital requirements and other needs. Cash Flows From Operating Activities - ------------------------------------ Inventories amounted to $63.1 million at April 30, 2003 compared to $60.5 million at October 31, 2003. Receivables from magazine circulation operations increased from $36.5 million at April 30, 2003 to $47.6 million at October 31, 2003 as a result of the expansion of operations resulting from Kable's acquisition of the EDS subscription fulfillment business. Application of Critical Accounting Policies - ------------------------------------------- The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of those financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates that affect the financial statements of the Company include, but are not limited to: (i) revenue 9 recognition for the magazine distribution business/estimates of allowances for magazine returns; (ii) allowances for bad debts; (iii) land development budgets and costs to complete; (iv) cash flow and valuation assumptions in performing asset impairment tests of long-lived assets; (v) pension plan assumptions; and (vi) legal contingencies. Actual results could differ from those estimates. There has been no significant affect on the financial condition or results of operations as a result of changes in policies or estimates. Statement of Forward-Looking Information - ---------------------------------------- Certain information included herein and in other Company statements, reports and filings with the Securities and Exchange Commission, including statements regarding revenues and profitability of the subscription fulfillment business acquired from EDS, is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to Item 7 of the Annual Report on Form 10-K for the fiscal year ended April 30, 2003 for a discussion of the assumptions and factors on which these statements are based. Any changes in the actual outcome of these assumptions and factors could produce significantly different results; accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. The Registrant disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Item 3. Quantitative and Qualitative Disclosures About Market Risk - ------- ---------------------------------------------------------- There have been no material changes to the Company's market risk for the six month period ended October 31, 2003. Refer to Item 7(A) of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2003 for additional information regarding quantitative and qualitative disclosures about market risk. Item 4. Controls and Procedures - ------- ----------------------- (a) 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 certificates accompany this quarterly report, have evaluated the effectiveness of the Company's disclosure controls and procedures (within the meaning of said Rule) as of the end of the period covered by this report. As a result of such evaluation, the chief financial officer and other executive officers have concluded that such disclosure controls and procedures are effective, in all material respects, to ensure that the information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. The Company believes that a controls 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. 10 (b) Changes in Internal Control over Financial Reporting There have been no changes in the Company's internal control over financial reporting during the Company' most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders - ------- --------------------------------------------------- The 2003 Annual Meeting of Shareholders of the Registrant was held on September 19, 2003. At the meeting, Edward B. Cloues, II and James Wall were reelected directors of the Registrant by the following votes: For Withheld Edward B. Cloues, II 6,242,800 3,546 James Wall 6,211,361 34,985 Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibits -------- 31 Certifications required by Rule 13a - 14 (a) under the Securities Exchange Act of 1934. 32 Certification required by Rule 13a - 14 (b) under the Securities Exchange Act of 1934. (b) Reports on Form 8-K ------------------- Current Report on Form 8-K dated September 15, 2003 and furnished to the Securities and Exchange Commission on September 17, 2003 reporting first quarter 2004 financial results. 11 SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMREP CORPORATION (Registrant) Dated: December 11, 2003 By: /s/ Peter M. Pizza ------------------ Peter M. Pizza Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 12 AMREP CORPORATION AND SUBSIDIARIES EXHIBIT INDEX -------------- Exhibit No. Description ----------- ------------------------------------------------------ 31 Certifications required by Rule 13a - 14 (a) under the Securities Exchange Act of 1934. 32 Certification required by Rule 13a - 14 (b) under the Securities Exchange Act of 1934. 13 EX-31 3 exh310402.txt EXHIBIT 31 CERTIFICATION I, Peter M. Pizza, certify that: 1. I have reviewed this quarterly report on Form 10-Q of AMREP Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [ paragraph omitted pursuant to SEC Release Nos. 33 - 8238 and 34 - 47986 ] (c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the fourth fiscal quarter in the case of an annual report ) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: December 11, 2003 /s/ Peter M. Pizza ----------------------- Peter M. Pizza, Vice President and Chief Financial Officer CERTIFICATION I, James Wall, certify that: 1. I have reviewed this quarterly report on Form 10-Q of AMREP Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [ paragraph omitted pursuant to SEC Release Nos. 33 - 8238 and 34 - 47986 ] (c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the fourth fiscal quarter in the case of an annual report ) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: December 11, 2003 /s/ James Wall ---------------- James Wall* ______________ *The Registrant is a holding company which does substantially all of its business through two wholly-owned subsidiaries (and their subsidiaries). Those wholly-owned subsidiaries are AMREP Southwest Inc. ("ASW") and Kable News Company, Inc. ("Kable"). James Wall is the principal executive officer of ASW, and Michael P. Duloc is the principal executive officer of Kable. The Registrant has no chief executive officer and its only executive officers are James Wall, Senior Vice President and Peter M. Pizza, Vice President and Michael P. Duloc, who may be deemed an executive officer by reason of his position with Kable. CERTIFICATION I, Michael P. Duloc, certify that: 1. I have reviewed this quarterly report on Form 10-Q of AMREP Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [ paragraph omitted pursuant to SEC Release Nos. 33 - 8238 and 34 - 47986 ] (c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the fourth fiscal quarter in the case of an annual report ) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. Date: December 11, 2003 /s/ Michael P. Duloc --------------------- Michael P. Duloc* ______________ *The Registrant is a holding company which does substantially all of its business through two wholly-owned subsidiaries (and their subsidiaries). Those wholly-owned subsidiaries are AMREP Southwest Inc. ("ASW") and Kable News Company, Inc. ("Kable"). James Wall is the principal executive officer of ASW, and Michael P. Duloc is the principal executive officer of Kable. The Registrant has no chief executive officer and its only executive officers are James Wall, Senior Vice President and Peter M. Pizza, Vice President and Michael P. Duloc, who may be deemed an executive officer by reason of his position with Kable. EX-32 4 exh320402.txt EXHIBIT 32 CERTIFICATION In connection with the Quarterly Report of AMREP Corporation (the "Company") on Form 10-Q for the period ending October 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: December 11, 2003 /s/ Peter M. Pizza ----------------------- Peter M. Pizza Chief Financial Officer /s/ James Wall ----------------------- James Wall* /s/ Michael P. Duloc ----------------------- Michael P. Duloc* ______________ *The Registrant is a holding company which does substantially all of its business through two wholly-owned subsidiaries (and their subsidiaries). Those wholly-owned subsidiaries are AMREP Southwest Inc. ("ASW") and Kable News Company, Inc. ("Kable"). James Wall is the principal executive officer of ASW, and Michael P. Duloc is the principal executive officer of Kable. The Registrant has no chief executive officer and its only executive officers are James Wall, Senior Vice President and Peter M. Pizza, Vice President and Michael P. Duloc, who may be deemed an executive officer by reason of his position with Kable. -----END PRIVACY-ENHANCED MESSAGE-----