-----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, F15Si+A83bmZ+lM8zVcyq+r3ijxoWsd1LXGKEVuwOyONnuUpj84/ivzgI7vi/swL DpYyJGqPc0ZWQ8Od2JOQpQ== 0000006207-06-000002.txt : 20060310 0000006207-06-000002.hdr.sgml : 20060310 20060310162011 ACCESSION NUMBER: 0000006207-06-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060309 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060310 DATE AS OF CHANGE: 20060310 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04702 FILM NUMBER: 06679594 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 8-K 1 axr8k3q.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2006 ------------- AMREP CORPORATION - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Oklahoma 1-4702 59-0936128 - ---------------------------- ---------------- --------------------- (State or Other Jurisdiction of (Commission File (IRS Employer Incorporation or Organization) Number) Identification Number) 212 Carnegie Center, Suite 302, Princeton, New Jersey 08540 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (609) 716-8200 -------------- 641 Lexington Avenue, Sixth Floor, New York, New York 10022 - ------------------------------------------------------------------------------- (Former Address of Principal Executive Offices, (Zip Code) if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. ---------------------------------------------- On March 9, 2006, AMREP Corporation issued a press release that reported its results of operations for the three and nine month periods ended January 31, 2006. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. ---------------------------------- (c) Exhibits: 99.1 Press Release, dated March 9, 2006, issued by AMREP Corporation. 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 hereunto duly authorized. AMREP CORPORATION Date: March 10, 2005 By: /s/ Peter M. Pizza ------------------ ---------------------------- Peter M. Pizza Vice President and Chief Financial Officer - 2 - EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 99.1 Press release, dated March 9, 2006, issued by AMREP Corporation. -3- EX-99 2 pressrelease030906.txt PRESS RELEASE Exhibit 99.1 FOR: AMREP Corporation 212 Carnegie Center, Suite 302 Princeton, New Jersey 08540 CONTACT: Peter M. Pizza Vice President and Chief Financial Officer (609) 716-8210 FOR IMMEDIATE RELEASE --------------------- AMREP REPORTS THIRD QUARTER AND NINE MONTH RESULTS Princeton, New Jersey -- March 9, 2006 - AMREP Corporation (NYSE:AXR) today reported net income of $5,241,000, or $0.79 per share, for its fiscal 2006 third quarter ended January 31, 2006, compared to net income of $2,561,000, or $0.39 per share, in the third quarter of the prior fiscal year. Results for the third quarter of 2006 were entirely from continuing operations, while the prior year's results included net income from discontinued operations of $50,000, or $0.01 per share. Revenues were $35,589,000 in the third quarter this year versus $31,486,000 in the third quarter of fiscal 2005. For the first nine months of fiscal 2006, the Company reported net income of $15,661,000, or $2.36 per share, compared to net income of $10,782,000, or $1.63 per share, in the same period last year. This consisted of net income from continuing operations of $12,105,000, or $1.83 per share, and net income from discontinued operations of $3,556,000, or $0.53 per share, in 2006 versus net income from continuing operations of $10,822,000, or $1.64 per share, and a loss from discontinued operations of $40,000, or $0.01 per share, in the same period last year. Revenues were $100,450,000 in the first nine months this year versus $98,354,000 in the same period of fiscal 2005. Net income from discontinued operations in the first nine months of fiscal 2006 reflects the gain from the disposition of the primary assets of the Company's El Dorado, New Mexico water utility subsidiary, which were taken through condemnation proceedings. Financial information for operations of this subsidiary for periods prior to the disposal has been reclassified to conform to this presentation. Revenues from land sales at the Company's AMREP Southwest subsidiary increased from $6,996,000 and $24,482,000 in the three and nine month periods ended January 31, 2005 to $12,621,000 and $31,680,000 in the same periods of the current year. This improvement was the result of increased sales of both developed and undeveloped residential lots and commercial properties in the Company's principal market of Rio Rancho, New Mexico in fiscal 2006, due in part to increased available developed lot inventory in residential areas as well as the continuing strength of the Rio Rancho real estate market. The gross profit on land sales was 48% for each of the three month periods ended January 31, 2006 and 2005, but decreased from 55% for the nine month period ended January 31, 2005 to 47% for the nine month period ended January 31, 2006 because a higher proportion of developed lots, which generally have lower gross profit margins than undeveloped lots, were sold in the current year. As a result of the 2 increased land sales and gross profit contributions in the current year, the pretax profit contribution from real estate operations improved significantly in the three and nine month periods ended January 31, 2006 compared to the prior year. 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 the Company's Kable Media Services, Inc. subsidiary decreased from $24,126,000 and $72,875,000 in the three and nine month periods ended January 31, 2005 to $22,449,000 and $67,299,000 in the same periods of the current year. These revenue declines were principally caused by the continuing effect of customer losses at Kable's Colorado fulfillment services business that occurred in earlier periods resulting in 9% and 10% revenue decreases in the Fulfillment Services segment in these periods. These decreases were partly offset by 5% and 7% revenue increases in Newsstand Distribution Services in these periods, primarily resulting from the acquisition of distribution contracts in the third quarter of fiscal 2005. Kable's net revenue decline was offset in part by operating cost reductions, mostly associated with decreased variable payroll and benefit costs within the Fulfillment Services segment, of 7% and 6% for the third quarter and first nine months 2006 compared to the same periods of 2005. As a result of all of these factors, the pretax profit contribution from Fulfillment Services decreased in both the third quarter and first nine months of 2006 compared to 2005, while the pretax profit contribution from Newsstand Distribution Services increased in both these periods. The Company's effective tax rate from continuing operations was 17% for the third quarter of 2006 compared to 37% for the same period last year. The lower effective tax rate in this year's third quarter is primarily attributable to an increase in the estimated benefit of a second quarter charitable contribution of land by the real estate business based upon an appraisal of the land that was concluded during the third quarter. The effective tax rate from continuing operations for the nine month periods ended January 31 was 26% in 2006 and 34% in 2005. AMREP Corporation's AMREP Southwest Inc. subsidiary is a major landholder and leading developer of real estate in New Mexico, and its Kable Media Services, Inc. subsidiary distributes magazines to wholesalers and provides subscription fulfillment and related services to publishers and others. ***** (Financial Data Follows) 3 AMREP Corporation and Subsidiaries Financial Highlights (Unaudited) Three Months Ended January 31, ------------------------------ 2006 2005 ---- ---- Revenues $ 35,589,000 $ 31,486,000 Net income: Continuing operations $ 5,241,000 $ 2,511,000 Discontinued operations - 50,000 ------------------ ------------------ $ 5,241,000 $ 2,561,000 ================== ================== Earnings per share - Basic and Diluted: Continuing operations $ 0.79 $ 0.38 Discontinued operations 0.00 0.01 ------------------ ------------------ $ 0.79 $ 0.39 ================== ================== Weighted average number of common shares outstanding 6,635,000 6,619,000 ================== ================== Nine Months Ended January 31, ----------------------------- 2006 2005 ---- ---- Revenues $ 100,450,000 $ 98,354,000 Net income (loss): Continuing operations $ 12,105,000 $ 10,822,000 Discontinued operations 3,556,000 (40,000) ------------------ ------------------ $ 15,661,000 $ 10,782,000 ================== ================== Earnings (loss) per share - Basic and Diluted: Continuing operations $ 1.83 $ 1.64 Discontinued operations 0.53 (0.01) ------------------ ------------------ $ 2.36 $ 1.63 ================== ================== Weighted average number of common shares outstanding 6,631,000 6,613,000 ================== ================== -----END PRIVACY-ENHANCED MESSAGE-----