10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended October 31, 2021

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 Incorporation or Organization	I.R.S. Employer Identification No.
850 West Chester Pike, Suite 205, Havertown, PA	19083
Address of Principal Executive Offices	Zip Code

(610) 487-0905

Registrant’s Telephone Number, Including Area Code

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

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

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

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

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

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

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

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

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

Number of Shares of Common Stock, par value $.10 per share, outstanding at December 3, 2021 – 7,336,370.

AMREP CORPORATION AND SUBSIDIARIES

INDEX

		PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets October 31, 2021 (Unaudited) and April 30, 2021	2
	Consolidated Statements of Operations (Unaudited) Three and Six Months Ended October 31, 2021 and 2020	3
	Consolidated Statements of Comprehensive Income (Unaudited) Three and Six Months Ended October 31, 2021 and 2020	4
	Consolidated Statements of Shareholders’ Equity (Unaudited) Three and Six Months Ended October 31, 2021 and 2020	5
	Consolidated Statements of Cash Flows (Unaudited) Six Months Ended October 31, 2021 and 2020	6
	Notes to Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 4.	Controls and Procedures	22
PART II. OTHER INFORMATION
Item 6.	Exhibits	23
SIGNATURE		24
EXHIBIT INDEX		25

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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

	October 31,		April 30,
	2021		2021
	(Unaudited)
ASSETS
Cash and cash equivalents	$	30,327	$	24,801
Real estate inventory		61,772		55,589
Investment assets, net		9,775		13,582
Other assets		1,870		645
Deferred income taxes, net		1,165		2,749
TOTAL ASSETS	$	104,909	$	97,366
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Accounts payable and accrued expenses	$	4,758	$	4,458
Notes payable, net		5,952		3,448
Taxes payable, net		29		95
Accrued pension costs		35		476
TOTAL LIABILITIES		10,774		8,477
Shareholders’ Equity:
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 7,336,370 at October 31, 2021 and 7,323,370 at April 30, 2021		731		730
Capital contributed in excess of par value		45,221		45,072
Retained earnings		52,673		47,710
Accumulated other comprehensive loss, net		(4,490)		(4,623)
TOTAL SHAREHOLDERS’ EQUITY		94,135		88,889
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	104,909	$	97,366

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

2

AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three and Six Months ended October 31, 2021 and 2020

(Amounts in thousands, except per share amounts)

	Three Months ended				Six Months ended
	October 31,				October 31,
	2021		2020		2021		2020
REVENUES:
Land sale revenues	$	8,466	$	8,526	$	15,656	$	12,013
Home sale revenues		819		202		3,230		202
Building sales and other revenues		6,951		528		7,857		1,247
Total revenues		16,236		9,256		26,743		13,462
COSTS AND EXPENSES:
Land sale cost of revenues		6,154		6,430		11,765		9,109
Home sale cost of revenues		629		174		2,543		174
Building sales and other cost of revenues		3,837		—		3,837		—
General and administrative expenses		1,257		1,523		2,443		2,967
Total costs and expenses		11,877		8,127		20,588		12,250
Operating income		4,359		1,129		6,155		1,212
Interest income (expense), net		2		(12)		1		(6)
Other income		30		—		260		650
Income before income taxes		4,391		1,117		6,416		1,856
Provision for income taxes		1,065		319		1,453		465
Net income	$	3,326	$	798	$	4,963	$	1,391
Basic earnings per share	$	0.45	$	0.10	$	0.67	$	0.17
Diluted earnings per share	$	0.45	$	0.10	$	0.67	$	0.17
Weighted average number of common shares outstanding – basic		7,361		8,122		7,354		8,136
Weighted average number of common shares outstanding – diluted		7,383		8,152		7,378		8,168

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

3

AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three and Six Months ended October 31, 2021 and 2020

(Amounts in thousands)

	Three Months ended				Six Months ended
	October 31,				October 31,
	2021		2020		2021		2020
Net income	$	3,326	$	798	$	4,963	$	1,391
Other comprehensive income, net of tax:
Decrease in pension liability		98		132		195		264
Income tax effect		(31)		(42)		(62)		(84)
Decrease in pension liability, net of tax		67		90		133		180
Other comprehensive income		67		90		133		180
Total comprehensive income	$	3,393	$	888	$	5,096	$	1,571

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

4

AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

Three and Six Months ended October 31, 2021 and 2020

(Amounts in thousands)

				Capital				Accumulated		Treasury
				Contributed				Other		Stock,
	Common Stock			in Excess of		Retained		Comprehensive		at
	Shares	Amount		Par Value		Earnings		Loss		Cost		Total
Balance, August 1, 2021	7,336	$	731	$	45,221	$	49,347	$	(4,557)	$	—	$	90,742
Net income	—		—		—		3,326		—		—		3,326
Other comprehensive income	—		—		—		—		67		—		67
Balance, October 31, 2021	7,336	$	731	$	45,221	$	52,673	$	(4,490)	$	—	$	94,135
Balance, August 1, 2020	8,367	$	837	$	51,375	$	43,742	$	(6,377)	$	(4,215)	$	85,362
Issuance of common stock settled from deferred common share units	12		—		—		—		—		—		—
Repurchase of common stock	(687)		(69)		(4,159)		—		—		—		(4,228)
Net income	—		—		—		798		—		—		798
Other comprehensive income	—		—		—		—		90		—		90
Balance, October 31, 2020	7,692	$	768	$	47,216	$	44,540	$	(6,287)	$	(4,215)	$	82,022
Balance, May 1, 2021	7,323	$	730	$	45,072	$	47,710	$	(4,623)	$	—	$	88,889
Issuance of restricted common stock	13		1		149		—		—		—		150
Net income	—		—		—		4,963		—		—		4,963
Other comprehensive income	—		—		—		—		133		—		133
Balance, October 31, 2021	7,336	$	731	$	45,221	$	52,673	$	(4,490)	$	—	$	94,135
Balance, May 1, 2020	8,358	$	836	$	51,334	$	43,149	$	(6,467)	$	(4,215)	$	84,637
Issuance of restricted common stock	9		1		41		—		—		—		42
Issuance of common stock settled from deferred common share units	12		—		—		—		—		—		—
Repurchase of common stock	(687)		(69)		(4,159)		—		—		—		(4,228)
Net income	—		—		—		1,391		—		—		1,391
Other comprehensive income	—		—		—		—		180		—		180
Balance, October 31, 2020	7,692	$	768	$	47,216	$	44,540	$	(6,287)	$	(4,215)	$	82,022

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

5

AMREP CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Six Months ended October 31, 2021 and 2020

(Amounts in thousands)

	Six Months ended October 31,
	2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	4,963	$	1,391
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		204		270
Amortization of debt issuance costs		34		30
Non-cash credits and charges:
Stock-based compensation		47		42
Deferred income tax provision		1,522		548
Net periodic pension cost		(246)		208
Gain on debt forgiveness		(45)		—
Changes in assets and liabilities:
Real estate inventory and investment assets		(2,580)		(1,065)
Other assets		(1,203)		(614)
Accounts payable and accrued expenses		300		1,575
Accrued pension costs		—		(1,847)
Taxes payable		(66)		—
Net cash provided by (used in) operating activities		2,930		538
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from corporate-owned life insurance policy		92		—
Capital expenditures		(11)		(3)
Net cash provided by (used in) investing activities		81		(3)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing		6,857		5,415
Principal debt payments		(4,292)		(3,475)
Payments for debt issuance costs		(50)		(57)
Repurchase of common stock		—		(4,228)
Net cash provided by (used in) financing activities		2,515		(2,345)
Increase (decrease) in cash and cash equivalents		5,526		(1,810)
Cash and cash equivalents, beginning of period		24,801		17,502
Cash and cash equivalents, end of period	$	30,327	$	15,692
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes refunded, net	$	3	$	—
Interest paid, net of amount capitalized	$	—	$	52
Right-of-use assets obtained in exchange for operating lease liabilities	$	42	$	—

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

6

AMREP CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Three and Six Months Ended October 31, 2021 and 2020

(1)           SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared by AMREP Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The Company, through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales or activities outside the United States. All references to the Company in this quarterly report on Form 10-Q include the Registrant and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, these unaudited consolidated financial statements include all adjustments, which are of a normal recurring nature, considered 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.  Unless the context otherwise indicates, all references to 2022 and 2021 are to the fiscal years ending April 30, 2022 and 2021.

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, 2021, which was filed with the SEC on July 27, 2021 (the “2021 Form 10-K”).  Certain 2021 balances in these financial statements have been reclassified to conform to the current year presentation with no effect on net income or shareholders’ equity.

Summary of Significant Accounting Policies

The significant accounting policies used in preparing these consolidated financial statements are consistent with the accounting policies described in the 2021 Form 10-K, except for those adopted as described below.

New Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes, which removes certain exceptions for companies related to tax allocations and simplifies when companies recognize deferred tax liabilities in an interim period. ASU 2019-12 was effective for the Company’s fiscal year beginning May 1, 2021. The adoption of ASU 2019-12 by the Company did not have any effect on its consolidated financial statements.

There are no other new accounting standards or updates to be adopted that the Company currently believes might have a significant impact on its consolidated financial statements.

(2)         REAL ESTATE INVENTORY

Real estate inventory consists of (in thousands):

	October 31,		April 30,
	2021		2021
Land held for development or sale in New Mexico	$	54,148	$	49,918
Land held for development or sale in Colorado		4,009		3,975
Homebuilding finished inventory		214		417
Homebuilding construction in process		3,401		1,279
	$	61,772	$	55,589

7

(3)          INVESTMENT ASSETS, NET

Investment assets, net consist of (in thousands):

	October 31,		April 30,
	2021		2021
Land held for long-term investment	$	9,775	$	9,775
Buildings		—		10,003
Less accumulated depreciation		—		(6,196)
Buildings, net		—		3,807
	$	9,775	$	13,582

As of April 30, 2021, buildings were comprised of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida. In October 2021, the Company sold this 143,000 square foot warehouse and office facility. Depreciation associated with buildings was $98,000 and $140,000 for the three months ended October 31, 2021 and October 31, 2020 and $201,000 and $262,000 for the six months ended October 31, 2021 and October 31, 2020.

(4)          OTHER ASSETS

Other assets consist of (in thousands):

	October 31,		April 30,
	2021		2021
Prepaid expenses	$	324	$	324
Receivables		58		37
Right-of-use assets associated with leases of office facilities		129		84
Other assets		80		172
Property and equipment		1,476		222
Less accumulated depreciation		(197)		(194)
Property and equipment, net		1,279		28
	$	1,870	$	645

Prepaid expenses as of October 31, 2021 primarily consisted of stock compensation, insurance and utility deposits. Amortized lease cost for right-of-use assets associated with the leases of office facilities was $24,000 and $26,000 for the three months ended October 31, 2021 and October 31, 2020 and $36,000 and $63,000 for the six months ended October 31, 2021 and October 31, 2020. In August 2021, the Company acquired a 7,000 square foot office building in Rio Rancho, New Mexico from which its real estate business now operates. Depreciation expense associated with property and equipment was $2,000 for each of the three months ended October 31, 2021 and October 31, 2020 and $3,000 and $8,000 for the six months ended October 31, 2021 and October 31, 2020.

(5)          ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of (in thousands):

	October 31,		April 30,
	2021		2021
Real estate operations
Accrued expenses	$	866	$	658
Trade payables		2,117		1,377
Real estate customer deposits		1,378		1,769
		4,361		3,804
Corporate operations		397		654
	$	4,758	$	4,458

8

(6)          NOTES PAYABLE

Notes payable, net consist of (in thousands):

	October 31,		April 30,
	2021		2021
Real estate notes payable	$	6,002	$	3,482
Unamortized debt issuance costs		(50)		(34)
	$	5,952	$	3,448

The following tables present information on the Company’s notes payable in effect during the six months ended October 31, 2021 (dollars in thousands):

	Principal Amount
	Available for		Outstanding
	Borrowing		Principal Amount				Principal Repayments
	October 31,		October 31,		April 30,		Three Months ended		Six Months ended
Loan Identifier	2021		2021		2021		October 31, 2021		October 31, 2021
Revolving Line of Credit	$	3,750	$	—	$	—	$	—	$	—
Lomas Encantadas U2B P3		632		—		410		—		1,770
Hawk Site U37		—		—		—		—		—
Hawk Site U23 U40		1,678		—		30		30		30
Lavender Fields – acquisition		—		—		1,749		—		1,703
Lavender Fields – development		2,194		504		1,293		395		789
La Mirada		1,877		5,498		—		—		—
			$	6,002	$	3,482

			Mortgaged Property
	Interest Rate		Book Value		Capitalized Interest and Fees
	October 31,		October 31,		Three Months ended		Six Months ended
Loan Identifier	2021		2021		October 31, 2021		October 31, 2021
Revolving Line of Credit	3.75	%	$	1,693	$	—	$	—
Lomas Encantadas U2B P3	3.75	%		877		—		—
Hawk Site U23 U40	3.75	%		1,359		—		—
Lavender Fields – development	3.75	%		5,261		6		17
La Mirada	3.75	%		8,041		40		61

As of October 31, 2021, the Company and each of its subsidiaries were in compliance with the financial covenants contained in the loan documentation for the then outstanding notes payable. Refer to Notes 6 and 19 to the consolidated financial statements contained in the 2021 Form 10-K for additional detail about each of the above notes payable.

The note payable identified as “Hawk Site U37” was terminated in October 2021. The outstanding principal amount of the note payable identified as “Lavender Fields – acquisition” was prepaid in full without penalty in June 2021 following the parties agreeing to reduce the outstanding principal amount by $45,000, which was recognized as Other income during the six months ended October 31, 2021.

The following table summarizes the notes payable scheduled principal repayments subsequent to October 31, 2021 (in thousands):

Fiscal Year	Scheduled Payments
2022	$	—
2023		504
2024		5,498
Total	$	6,002

9

(7)          REVENUES

Land sale revenues. Substantially all of the land sale revenues were received from three customers for the three and six months ended October 31, 2021 and four customers for the three and six months ended October 31, 2020. There were no outstanding receivables from these customers as of October 31, 2021 or October 31, 2020.

Building sales and other revenues. Building sales and other revenues consist of (in thousands):

	Three Months ended October 31,				Six Months ended October 31,
	2021		2020		2021		2020
Sale of building	$	6,750	$	—	$	6,750	$	—
Oil and gas royalties		40		25		175		36
Public improvement district reimbursements		15		69		239		244
Private infrastructure reimbursement covenants		31		245		83		378
Miscellaneous other revenues		115		189		610		589
	$	6,951	$	528	$	7,857	$	1,247

The Company owned a 143,000 square foot warehouse and office facility located in Palm Coast, Florida during the three and six months ended October 31, 2021, which was leased to a third party through August 2020 and a portion of which was leased to the same third party after August 2020. Sale of building during the three and six months ended October 31, 2021 consisted of the sale of this 143,000 square foot warehouse and office facility in October 2021.

Refer to Note 7 to the consolidated financial statements contained in the 2021 Form 10-K for additional detail about each category of building sales and other revenues. Miscellaneous other revenues for the three and six months ended October 31, 2021 primarily consisted of rent received from a tenant at a building in Palm Coast, Florida and tenants at a shopping center in Albuquerque,New Mexico, payments for impact fee credits, a non-refundable option payment and sale of equipment. Miscellaneous other revenue for the three and six months ended October 31, 2020 primarily consisted of rent received from a tenant at a building in Palm Coast, Florida, payments for impact fee credits and a land condemnation.

Major customers:

● There were three customers with revenues in excess of 10% of the Company’s revenues during the three months ended October 31, 2021. The revenues for each such customer during the three months ended October 31, 2021 were as follows: $3,700,000, $2,400,000 and $1,700,000, with each of these revenues reported in the Company’s land development business segment.

● There were three customers with revenues in excess of 10% of the Company’s revenues during the six months ended October 31, 2021. The revenues for each such customer during the six months ended October 31, 2021 were as follows: $6,700,000, $3,700,000 and $3,400,000, with each of these revenues reported in the Company’s land development business segment.

● There were four customers with revenues in excess of 10% of the Company’s revenues during the three months ended October 31, 2020. The revenues for each such customer during the three months ended October 31, 2020 were as follows: $2,900,000, $2,600,000, $1,600,000 and $1,450,000, with each of these revenues reported in the Company’s land development business segment.

● There were four customers with revenues in excess of 10% of the Company’s revenues during the six months ended October 31, 2020. The revenues for each such customer during the six months ended October 31, 2020 were as follows: $4,800,000, $2,600,000, $2,400,000 and $2,000,000, with each of these revenues reported in the Company’s land development business segment.

(8)          COST OF REVENUES

Building sales and other cost of revenues during the three and six months ended October 31, 2021 consist of the sale of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida.

10

(9)          GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist of (in thousands):

	Three Months ended October 31,				Six Months ended October 31,
	2021		2020		2021		2020
Land development	$	677	$	665	$	1,261	$	1,271
Homebuilding		212		118		399		231
Corporate		368		740		783		1,465
	$	1,257	$	1,523	$	2,443	$	2,967

(10)          BENEFIT PLANS

Pension plan

Refer to Note 11 to the consolidated financial statements contained in the 2021 Form 10-K for detail regarding the Company’s defined benefit pension plan. The Company recognizes the known changes in the funded status of the pension plan in the period in which the changes occur through other comprehensive income, net of the related deferred income tax effect. The Company recorded, net of tax, other comprehensive income of $67,000 and $90,000 during the three months ended October 31, 2021 and October 31, 2020 and $133,000 and $180,000 during the six months ended October 31, 2021 and October 31, 2020 to account for the net effect of changes to the unfunded portion of pension liability. The Company funds the pension plan in compliance with IRS funding requirements. The Company did not make any contributions to the pension plan during the three and six months ended October 31, 2021. The Company made voluntary contributions to the pension plan of $1,847,000 during the three and six months ended October 31, 2020.

Equity compensation plan

Refer to Note 11 to the consolidated financial statements contained in the 2021 Form 10-K for detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “Equity Plan”).  The summary of the restricted share award activity during the six months ended October 31, 2021 presented below represents the maximum number of shares that could become vested after these dates:

	Number of
Restricted share awards	Shares
Non-vested as of April 30, 2021	29,000
Granted during the six months ended October 31, 2021	13,000
Vested during the six months ended October 31, 2021	(20,500)
Forfeited during the six months ended October 31, 2021	—
Non-vested as of October 31, 2021	21,500

The Company recognized non-cash compensation expense related to the vesting of restricted shares of common stock net of forfeitures of $31,000 and $25,000 during the three months ended October 31, 2021 and October 31, 2020 and $47,000 and $54,000 during the six months ended October 31, 2021 and October 31, 2020. As of October 31, 2021 and October 31, 2020, there was $137,000 and $73,000 of unrecognized compensation expense related to restricted shares of common stock previously issued under the Equity Plan which had not vested as of those dates, which is expected to be recognized over the remaining vesting term not to exceed three years.

In connection with the resignation of a director in September 2020, the Company (i) issued 12,411 shares of common stock in October 2020 pursuant to an equivalent number of deferred common share units previously issued to such director and (ii) paid $20,000 in September 2020 to such director in lieu of issuance of deferred common share units earned for calendar year 2020.

Director compensation non-cash expense, which is recognized for the expected annual grant of deferred common share units to non-employee members of the Company’s Board of Directors ratably over the director’s service in office during the calendar year, was $22,000 and $21,000 during the three months ended October 31, 2021 and October 31, 2020 and $45,000 and $35,000 during the six months ended October 31, 2021 and October 31, 2020. As of October 31, 2021, there was $75,000 of accrued compensation expense

11

related to the deferred stock units expected to be issued in December 2021. As of October 31, 2020, there was $82,000 of accrued compensation expense related to the deferred stock units issued in December 2020.

(11)          OTHER INCOME

Other income for the three months ended October 31, 2021 consisted of $30,000 received for a life insurance policy for a retired executive of the Company. Other income for the six months ended October 31, 2021 consisted of $185,000 received in connection with a bankruptcy of a warranty provider, $45,000 of debt forgiveness with respect to the note payable identified as “Lavender Fields – acquisition” in Note 6 above and $30,000 received for a life insurance policy for a retired executive of the Company. Other income for the six months ended October 31, 2020 consisted of a settlement payment of $650,000 from a former business segment (refer to Note 3 to the consolidated financial statements contained in the 2021 Form 10-K for detail regarding the settlement agreement).

(12)         STOCK REPURCHASES

In August 2020, the Company repurchased 11,847 shares of common stock of the Company at a price of $4.48 per share in a privately negotiated transaction. As of the date of the repurchase, the repurchased shares were retired and returned to the status of authorized but unissued shares of common stock.

In September 2020, the Board of Directors of the Company authorized the Company to purchase up to 1,000,000 shares of common stock of the Company from time to time pursuant to a share repurchase program, subject to the total expenditure for the purchase of shares under the share repurchase program not exceeding $5,000,000, exclusive of any fees, commissions and other expenses related to such repurchases. Under the share repurchase program, the Company was authorized to repurchase its common stock from time to time, in amounts, at prices, and at such times as the Company deemed appropriate, subject to market conditions, legal requirements and other considerations. The Company’s repurchases could be executed using open market purchases, unsolicited or solicited privately negotiated transactions or other transactions, and could be effected pursuant to trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The share repurchase program did not obligate the Company to repurchase any specific number of shares and could be suspended, modified or terminated at any time without prior notice. The share repurchase program did not contain a time limitation during which repurchases were permitted to occur. In October 2020, the Company repurchased 675,616 shares of common stock of the Company at a price of $6.18 per share in a privately negotiated transaction pursuant to the share repurchase program. As of the date of the repurchase, the repurchased shares were retired and returned to the status of authorized but unissued shares of common stock.

In November 2020, the Company repurchased 143,482 shares of common stock of the Company at a price of $6.18 per share in a privately negotiated transaction. As of the date of the repurchase, the repurchased shares were retired and returned to the status of authorized but unissued shares of common stock. The share repurchase was not completed pursuant to the Company’s share repurchase program.

In November 2020, the Company’s share repurchase program was terminated.

12

(13)         INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

The following tables set forth summarized data relative to the industry segments in which the Company operated for the periods indicated (in thousands):

	Land
	Development		Homebuilding		Corporate		Consolidated
Three months ended October 31, 2021 (a)
Revenues	$	8,745	$	689	$	6,802	$	16,236
Net income		1,612		12		1,702		3,326
Provision for income taxes		263		1		801		1,065
Interest income, net (b)		1		—		1		2
Depreciation		—		—		100		100
EBITDA (c)	$	1,876	$	13	$	2,604	$	4,493
Capital expenditures	$	—	$	10	$	—	$	10
Three months ended October 31, 2020 (a)
Revenues	$	8,989	$	202	$	65	$	9,256
Net income (loss)		1,693		(66)		(829)		798
Provision (benefit) for income taxes		313		(24)		30		319
Interest income (expense), net (b)		(13)		—		1		(12)
Depreciation		8		—		124		132
EBITDA (c)	$	2,001	$	(90)	$	(674)	$	1,237
Capital expenditures	$	—	$	—	$	—	$	—
Six months ended October 31, 2021 (a)
Revenues	$	17,206	$	2,639	$	6,898	$	26,743
Net income		3,418		190		1,355		4,963
Provision for income taxes		589		37		827		1,453
Interest income, net (b)		—		—		1		1
Depreciation		—		—		204		204
EBITDA (c)	$	4,007	$	227	$	2,387	$	6,621
Capital expenditures	$	—	$	11	$	—	$	11
Total assets as of October 31, 2021	$	88,231	$	3,357	$	13,321	$	104,909
Six months ended October 31, 2020 (a)
Revenues	$	12,845	$	202	$	415	$	13,462
Net income (loss)		2,399		(152)		(856)		1,391
Provision (benefit) for income taxes		327		(51)		189		465
Interest income (expense), net (b)		(11)		—		5		(6)
Depreciation		22		—		248		270
EBITDA (c)	$	2,737	$	(203)	$	(414)	$	2,120
Capital expenditures	$	—	$	3	$	—	$	3
Total assets as of October 31, 2020	$	76,777	$	1,494	$	17,449	$	95,720

(a) Revenue and net income information for the land development business segment include certain amounts classified as home sale revenues, home sale cost of revenues and building sales and other revenues in the accompanying consolidated statements of operations. For example, revenues and cost of revenues in the land development business segment include an allocation of home sales revenues and home sales cost of revenues attributable to the market value of land transferred from the land development business segment to the homebuilding business segment. Revenue and net income information for the homebuilding business segment include amounts classified as building sales and other revenues in the accompanying consolidated statements of operations. Corporate is net of intercompany eliminations.

(b) Interest income, net excludes inter-segment interest expense (income) that is eliminated in consolidation.

(c) The Company uses EBITDA (which the Company defines as income (loss) before net interest income, income taxes, depreciation

13

and amortization, and non-cash impairment charges) in addition to net income (loss) as a key measure of profit or loss for segment performance and evaluation purposes.

(14)         SUBSEQUENT EVENTS

In November 2021, the Company entered into an employment agreement with Christopher V. Vitale. Mr. Vitale is the President and Chief Executive Officer of the Company. Pursuant to the employment agreement,

● Mr. Vitale will serve as the President and Chief Executive Officer of the Company for a base salary of not less than the rate in effect immediately before the date of such agreement, which results in a base salary of $335,000 per year.

● The parties agreed to provisions relating to vacation, paid-time-off, office location, confidentiality, invention assignment, non-competition and non-solicitation.

● Upon any termination of Mr. Vitale’s employment, the Company will pay and issue to Mr. Vitale any earned but unpaid base salary, the dollar value equivalent of the number of days of vacation and paid-time-off earned but not used, unreimbursed business expenses, unpaid bonus previously awarded by the Company and vested benefits, equity awards or payments (excluding any severance benefits or payments) payable or issuable under any policy or plan of the Company or under any equity award agreement or other arrangement between the Company and Mr. Vitale.

● Upon any termination of Mr. Vitale’s employment due to the death of Mr. Vitale, the Company will pay to Mr. Vitale’s executors, administrators or personal representatives, an amount equal to his then-annual base salary which he would otherwise have earned for the month in which he dies and for three months thereafter.

● Upon any termination of Mr. Vitale’s employment by Mr. Vitale for Good Reason or the Company without Cause and delivery by Mr. Vitale of a release of claims to the Company, the Company will pay or provide to Mr. Vitale (a) a lump sum amount equal to 200% of the highest of (i) Mr. Vitale’s annual base salary in effect immediately prior to the termination date, (ii) Mr. Vitale’s annual base salary in effect on the date 210 days prior to the termination date or (iii) in the event the termination of Mr. Vitale’s employment was for Good Reason, Mr. Vitale’s annual base salary in effect prior to the event constituting Good Reason; and (b) all restricted stock, stock options and other outstanding equity grants with respect to the Company that are held by Mr. Vitale immediately prior to the termination date will become fully vested and, as applicable, fully exercisable as of the termination date.

● For purposes of the employment agreement, the term “Good Reason” means any of the following actions taken by the Company without Mr. Vitale’s consent: a diminution in base salary of more than five percent; the removal of Mr. Vitale as the President and Chief Executive Officer of the Company; a material diminution in Mr. Vitale’s authority, duties or responsibilities as the President and Chief Executive Officer of the Company; assigning any material new duties or responsibilities to Mr. Vitale in addition to those normally associated with his role as President and Chief Executive Officer of the Company; the Company ceasing to be a company subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or ceasing to have its common stock traded on an exchange registered as a national securities exchange under Section 6 of the Securities Exchange Act of 1934, as amended; a requirement that Mr. Vitale relocate his office other than as permitted by the employment agreement; or the failure of the Company to observe or perform any of its obligations to Mr. Vitale under the employment agreement.

● For purposes of the employment agreement, the term “Cause” means the failure of Mr. Vitale to observe or perform (other than by reason of illness, injury, disability or incapacity) any of the material terms or provisions of the employment agreement, conviction of a felony or other crime involving moral turpitude, misappropriation of funds of the Company, the commission of an act of dishonesty by Mr. Vitale resulting in or intended to result in wrongful personal gain or enrichment at the expense of the Company or a material breach (other than by reason of illness, injury, disability or incapacity) of any written employment or other policy of the Company.

● Upon any termination of Mr. Vitale’s employment in connection with a long-term disability, by Mr. Vitale for Good Reason or by the Company without Cause, the Company will pay to Mr. Vitale a lump sum cash payment equal to 200% of the annual

14

cost of medical and other health care benefits for Mr. Vitale, his spouse and his other dependents and an amount equal to the estimated federal, state and local income and FICA taxes related thereto.

● Payments under the employment agreement may be adjusted as a result of section 409A and section 280G of the Internal Revenue Code of 1986, as amended.

● In the event Mr. Vitale is made, or threatened to be made, a party to any legal action or proceeding, whether civil or criminal, including any governmental or regulatory proceeding or investigation, by reason of the fact that Mr. Vitale is or was a director or senior officer of the Company, the Company will defend, indemnify and hold harmless Mr. Vitale, and the Company will promptly pay or reimburse Mr. Vitale’s related expenses to the fullest extent contemplated or permitted from time to time by applicable law and required by the Company’s Certificate of Incorporation. During Mr. Vitale’s employment with the Company and after termination of any such employment for any reason, the Company will cover Mr. Vitale under the Company’s directors’ and officers’ insurance policy applicable to other officers and directors according to the terms of such policy, but in no event for a period of time to exceed six years after the termination date.

In November 2021, the Company granted Mr. Vitale an option to purchase 50,000 shares of common stock of the Company under the Equity Plan with an exercise price of $14.24 per share, which was the closing price on the New York Stock Exchange on the date of grant. The option will become exercisable for 100% of the option shares on November 1, 2026 if Mr. Vitale is employed by, or providing service to, the Company on such date. Subject to the definitions in the Equity Plan, in the event (a) Mr. Vitale has a termination of employment with the Company on account of death or disability, (b) the Company terminates Mr. Vitale’s employment with the Company for any reason other than cause or (c) of a change in control, then the option will become immediately exercisable for 100% of the option shares. The option has a term of ten years from the date of grant and terminates at the expiration of that period. The option automatically terminates upon: (i) the expiration of the three month period after Mr. Vitale ceases to be employed by the Company, if the termination of his employment by Mr. Vitale or the Company is for any reason other than as hereinafter set forth in clauses (ii), (iii) or (iv); (ii) the expiration of the one year period after Mr. Vitale ceases to be employed by the Company on account of Mr. Vitale’s disability; (iii) the expiration of the one year period after Mr. Vitale ceases to be employed by the Company, if Mr. Vitale dies while employed by the Company; or (iv) the date on which Mr. Vitale ceases to be employed by the Company, if the termination is for cause. If Mr. Vitale engages in conduct that constitutes cause after Mr. Vitale’s employment terminates, the option immediately terminates. Notwithstanding the foregoing, in no event may the option be exercised after the date that is immediately before the tenth anniversary of the date of grant. Except as described above, any portion of the option that is not exercisable at the time Mr. Vitale has a termination of employment with the Company immediately terminates.

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

INTRODUCTION

AMREP Corporation (the “Company”), through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales or activities outside the United States. All references to the Company in this quarterly report on Form 10-Q include the Registrant and its subsidiaries. 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 information contained in this Item 2 should be read in conjunction with the consolidated financial statements and related notes thereto included in this report on Form 10-Q and with the Company’s annual report on Form 10-K for the year ended April 30, 2021, which was filed with the Securities and Exchange Commission on July 27, 2021 (the “2021 Form 10-K”). Many of the amounts and percentages presented in this Item 2 have been rounded for convenience of presentation. Unless the context otherwise indicates, all references to 2022 and 2021 are to the fiscal years ending April 30, 2022 and 2021.

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 2021 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 2021 Form 10-K and in Note 1 to the consolidated financial statements included in this report on Form 10-Q. 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 and assumptions.

15

The Company’s critical accounting policies, assumptions and estimates are described in Item 7 of Part II of the 2021 Form 10-K. There have been no changes in these critical accounting policies.

Information concerning the Company’s implementation and the impact of recent accounting standards or updates issued by the Financial Accounting Standards Board is included in the notes to the consolidated financial statements contained in the 2021 Form 10-K and in the notes to the consolidated financial statements included in this report on Form 10-Q. The Company did not adopt any accounting policy in the six months ended October 31, 2021 that had a material effect on its consolidated financial statements.

RESULTS OF OPERATIONS

For the three months ended October 31, 2021, the Company had net income of $3,326,000, or $0.45 per diluted share, compared to net income of $798,000, or $0.10 per diluted share, for the three months ended October 31, 2020. For the six months ended October 31, 2021, the Company had net income of $4,963,000, or $0.67 per diluted share, compared to net income of $1,391,000, or $0.17 per diluted share, for the six months ended October 31, 2020.

Revenues. The following presents information on revenues for the Company’s operations (dollars in thousands):

	Three Months ended October 31,						Six Months ended October 31,
					% Increase						% Increase
	2021		2020		(Decrease)		2021		2020		(Decrease)
Land sale revenues	$	8,466	$	8,526	(1)	%	$	15,656	$	12,013	30	%
Home sale revenues		819		202	(a)			3,230		202	(a)
Building sales and other revenues		6,951		528	(a)			7,857		1,247	(a)
Total	$	16,236	$	9,256	76	%	$	26,743	$	13,462	99	%

(a)      Percentage not meaningful.

● Land sale revenues for the three months ended October 31, 2021 were lower than the prior period by $60,000. Land sale revenues for the six months ended October 31, 2021 were higher than the prior period by $3,643,000 primarily due to increased demand for lots by builders. The Company’s land sale revenues were as follows (dollars in thousands):

	Three Months ended October 31, 2021					Three Months ended October 31, 2020
	Acres Sold	Revenue		Revenue Per Acre1		Acres Sold	Revenue		Revenue Per Acre1
Developed
Residential	14.6	$	8,466	$	580	17.4	$	8,376	$	481
Commercial	—		—		—	0.4		134		335
Total Developed	14.6	$	8,466	$	580	17.8		8,510		478
Undeveloped	—		—		—	2.0		16		8
Total	14.6	$	8,466	$	580	19.8	$	8,526	$	431

	Six Months ended October 31, 2021					Six Months ended October 31, 2020
	Acres			Revenue					Revenue
	Sold	Revenue		Per Acre1		Acres Sold	Revenue		Per Acre1
Developed
Residential	33.3	$	15,656	$	470	25.1	$	11,863	$	473
Commercial	—		—		—	0.4		134		335
Total Developed	33.3	$	15,656	$	470	25.5		11,997		470
Undeveloped	—		—		—	2		16		8
Total	33.3	$	15,656	$	470	27.5	$	12,013	$	437

¹Revenues per acre may not calculate precisely due to the rounding of revenues to the nearest thousand dollars.

16

The change in the average selling price per acre of developed residential land for the three months ended October 31, 2021 compared to the three months ended October 31, 2020 and for the six months ended October 31, 2021 compared to the six months ended October 31, 2020 was primarily due to the location and mix of lots sold.

● Home sale revenues for the three and six months ended October 31, 2021 were higher than the prior periods by $617,000 and $3,028,000 due to the expansion of the Company’s homebuilding operations. The Company closed on 3 homes during the three months ended October 31, 2021 at an average selling price of $217,000. The Company closed on 11 homes during the six months ended October 31, 2021 at an average selling price of $236,000. As of October 31, 2021, the Company had 42 homes in production, including 26 homes under contract, which homes under contract represented $8,980,000 of expected home sale revenues when closed, subject to customer cancellations and change orders. The decrease in homes sales in the second quarter was due to material and labor shortages.

● Building sales and other revenues for the three and six months ended October 31, 2021 were higher than the prior periods by $6,423,000 and $6,610,000. Building sales and other revenues consist of (in thousands):

	Three Months ended October 31,						Six Months ended October 31,
					% Increase						% Increase
	2021		2020		(Decrease)		2021		2020		(Decrease)
Sale of building	$	6,750	$	—	(a)		$	6,750	$	—	(a)
Oil and gas royalties		40		25	60	%		175		36	(a)
Public improvement district reimbursements		15		69	(a)			239		244	(2)	%
Private infrastructure reimbursement covenants		31		245	(87)	%		83		378	(78)	%
Miscellaneous other revenues		115		189	(a)			610		589	(a)
Total	$	6,951	$	528	(a)		$	7,857	$	1,247	(a)

(a)     Percentage not meaningful.

The Company owned a 143,000 square foot warehouse and office facility located in Palm Coast, Florida during the three and six months ended October 31, 2021, which was leased to a third party through August 2020 and a portion of which was leased to the same third party after August 2020. Sale of building during the three and six months ended October 31, 2021 consisted of the sale of this 143,000 square foot warehouse and office facility in October 2021.

Miscellaneous other revenues for the three and six months ended October 31, 2021 primarily consisted of rent received from the tenant of the building in Palm Coast, Florida and tenants at a shopping center in Albuquerque, New Mexico, payments for impact fee credits, a non-refundable option payment and sale of equipment.

The Company owned a 61,000 square foot warehouse and office facility located in Palm Coast, Florida during 2021, which was leased to a third party through August 2020 and which was sold in April 2021. Miscellaneous other revenue for the three and six months ended October 31, 2020 primarily consisted of rent received from the tenant of the buildings in Palm Coast, Florida, payments for impact fee credits and a land condemnation.

Refer to Note 7 to the consolidated financial statements contained in the 2021 Form 10-K for additional detail about the categories of building sales and other revenues.

17

Cost of Revenues. The following presents information on cost of revenues for the Company’s operations (dollars in thousands):

	Three Months ended October 31,						Six Months ended October 31,
					% Increase						% Increase
	2021		2020		(Decrease)		2021		2020		(Decrease)
Land sale cost of revenues	$	6,154	$	6,430	(10)	%	$	11,765	$	9,109	29	%
Home sale cost of revenues		629		174	(a)			2,543		174	(a)
Building sales and other cost of revenues		3,837		—	(a)			3,837		—	(a)

(a)      Percentage not meaningful.

● Land sale cost of revenues for the three months ended October 31, 2021 was lower than the prior period by $276,000. Land sale gross margin was 27% for the three months ended October 31, 2021 compared to 25% for the three months ended October 31, 2020. Land sale cost of revenues for the six months ended October 31, 2021 was higher than the prior period by $2,656,000. Land sale gross margin was 25% for the six months ended October 31, 2021 compared to 24% for the six months ended October 31, 2020. The changes in gross margin were primarily due to the location and mix of lots sold. As a result of many factors, including the nature and timing of specific transactions and the type and location of land being sold, revenues, average selling prices and related gross margin from land sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods.

● Home sale cost of revenues for the three and six months ended October 31, 2021 were higher than the prior periods by $455,000 and $2,369,000 due to the expansion of the Company’s homebuilding operations. Home sale gross margins were 23% and 21% for the three and six months ended October 31, 2021 compared to 14% for each of the three and six months ended October 31, 2020. The increase in gross margin was primarily due to the location and mix of homes sold and to efficiencies gained during the expansion of the Company’s homebuilding operations.

● Building sales and other cost of revenues during the three and six months ended October 31, 2021 consisted of the sale of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida.

General and Administrative Expenses. The following presents information on general and administrative expenses for the Company’s operations (dollars in thousands):

	Three Months ended October 31,						Six Months ended October 31,
					% Increase						% Increase
	2021		2020		(Decrease)		2021		2020		(Decrease)
Land development	$	677	$	665	2	%	$	1,261	$	1,271	(1)	%
Homebuilding		212		118	80	%		399		231	73	%
Corporate		368		740	(50)	%		783		1,465	(47)	%
Total	$	1,257	$	1,523	(17)	%	$	2,443	$	2,967	(18)	%

● Land development general and administrative expenses for the three and six months ended October 31, 2021 were higher than the three month prior period by $12,000 and lower than the six month prior period by $10,000 primarily due to the allocations of certain common costs to the new homebuilding business segment.

● Homebuilding general and administrative expenses for the three and six months ended October 31, 2021 were higher than the prior periods by $94,000 and $168,000 primarily due to the expansion of the Company’s homebuilding operations.

● Corporate general and administrative expenses for the three and six months ended October 31, 2021 were lower than the prior periods by $372,000 and $682,000 primarily due to reduced pension benefit expenses and professional fees.

Interest income (expense), net. Interest income (expense), net increased to $2,000 and $1,000 for the three and six months ended October 31, 2021 from $(12,000) and $(6,000) for the three and six months ended October 31, 2020 primarily due to a reduction in bank fees.

18

Other income. Other income for the three months ended October 31, 2021 consisted of $30,000 received for a life insurance policy for a retired executive of the Company. Other income for the six months ended October 31, 2021 consisted of $185,000 received in connection with a bankruptcy of a warranty provider, $45,000 of debt forgiveness with respect to the note payable identified as “Lavender Fields – acquisition” in Note 6 above and $30,000 received for a life insurance policy for a retired executive of the Company. There was no other income for the three months ended October 31, 2020. Other income for the six months ended October 31, 2020 consisted of a settlement payment of $650,000 from a former business segment (refer to Note 3 to the consolidated financial statements contained in the 2021 Form 10-K for detail regarding the settlement agreement).

Provision for income taxes. The Company had a provision for income taxes of $1,065,000 and $1,453,000 for the three and six months ended October 31, 2021 compared to a provision for income taxes of $319,000 and $465,000 for the three and six months ended October 31, 2020.

LIQUIDITY AND CAPITAL RESOURCES

AMREP Corporation is a holding company that conducts substantially all of its operations through subsidiaries. As a holding company, AMREP Corporation is dependent on its available cash and on cash from subsidiaries to pay expenses and fund operations. The Company’s liquidity is affected by many factors, including some that are based on normal operations and some that are related to the real estate industry and the economy generally.

The Company’s primary sources of funding for working capital requirements are cash flow from operations, bank financing for specific real estate projects, a revolving line of credit and existing cash balances. Land and homebuilding properties generally cannot be sold quickly, and the ability of the Company to sell properties has been and will continue to be affected by market conditions. The ability of the Company to generate cash flow from operations is primarily dependent upon its ability to sell the properties it has selected for disposition at the prices and within the timeframes the Company has established for each property. The development of additional lots for sale, construction of homes or pursuing other real estate projects will require financing or other sources of funding, which may not be available on acceptable terms (or at all). If the Company is unable to obtain such financing, the Company’s results of operations could be adversely affected. Except as described below, there have been no material changes to the Company’s liquidity and capital resources as reflected in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2021 Form 10-K.

Operating Activities

The following presents information on the Company’s operating activities (dollars in thousands):

	October 31,		April 30,		% Increase
	2021		2021		(Decrease)
Real estate inventory	$	61,772	$	55,589	11	%
Investment assets, net		9,775		13,582	(28)	%
Other assets		1,870		645	190	%
Deferred income taxes, net		1,165		2,749	(58)	%
Accounts payable and accrued expenses		4,758		4,458	7	%
Taxes payable, net		29		95	(69)	%
Accrued pension costs		35		476	(93)	%

19

● Real estate inventory increased from April 30, 2021 to October 31, 2021 by $6,183,000. Real estate inventory consists of (in thousands):

	October 31,		April 30,		% Increase
	2021		2021		(Decrease)
Land inventory in New Mexico	$	54,148	$	49,918	8	%
Land inventory in Colorado		4,009		3,975	1	%
Homebuilding finished inventory		214		417	(49)	%
Homebuilding construction in process		3,401		1,279	166	%
	$	61,772	$	55,589

Land inventory in New Mexico increased from April 30, 2021 to October 31, 2021 by $4,230,000 primarily due to increased land development activity and the acquisition of land. Homebuilding finished inventory decreased from April 30, 2021 to October 31, 2021 by $203,000 primarily due to the sale of homes offset by the completion of construction of certain homes. Homebuilding construction in process increased from April 30, 2021 to October 31, 2021 by $2,122,000 due to increased homebuilding activity.

● Investment assets, net decreased from April 30, 2021 to October 31, 2021 by $3,807,000. Investment assets, net consist of (in thousands):

	October 31,		April 30,		% Increase
	2021		2021		(Decrease)
Land held for long-term investment	$	9,775	$	9,775	0	%
Building		—		10,003	(a)
Less accumulated depreciation		—		(6,196)	(a)
Building, net		—		3,807	(a)
	$	9,775	$	13,582

(a) Percentage not meaningful.

As of April 30, 2021, the building was a 143,000 square foot warehouse and office facility located in Palm Coast, Florida. In October 2021, the Company sold this 143,000 square foot warehouse and office facility. Depreciation associated with the building was $98,000 and $140,000 for the three months ended October 31, 2021 and October 31, 2020 and $201,000 and $262,000 for the six months ended October 31, 2021 and October 31, 2020.

● Other assets increased from April 30, 2021 to October 31, 2021 by $1,225,000 primarily due to an increase in property and equipment as a result of the acquisition of a 7,000 square foot office building in Rio Rancho, New Mexico from which the Company’s real estate business operates.

● Deferred income taxes, net decreased from April 30, 2021 to October 31, 2021 by $1,584,000 primarily due to use of federal net operating loss carry forwards.

● Accounts payable and accrued expenses increased from April 30, 2021 to October 31, 2021 by $300,000 primarily due to an increase of accounts payable partially offset by a reduction in customer deposits.

● Taxes payable, net decreased from April 30, 2021 to October 31, 2021 by $66,000 in connection with finalization of the Company’s tax return filings.

● Accrued pension costs of the Company’s frozen defined benefit pension plan (representing the Company’s unfunded pension liability) decreased from April 30, 2021 to October 31, 2021 by $441,000 primarily due to favorable investment results of plan assets. The Company recorded, net of tax, other comprehensive income of $67,000 and $133,000 for the three and six months ended October 31, 2021 and $90,000 and $180,000 for the three and six months ended October 31, 2020 reflecting the change in accrued pension costs during each period net of the related deferred tax and unrecognized prepaid pension amounts.

20

Financing Activities

Notes payable, net increased from $3,448,000 as of April 30, 2021 to $5,952,000 as of October 31, 2021 primarily due to additional borrowings to fund land acquisition and development activities partially offset by repayments made on outstanding borrowings. Refer to Note 6 to the consolidated financial statements included in this report on Form 10-Q and Notes 6 and 19 to the consolidated financial statements contained in the 2021 Form 10-K for additional detail about notes payable.

Investing Activities

Capital expenditures were $10,000 and $11,000 for the three and six months ended October 31, 2021 and $3,000 for each of the three and six months ended October 31, 2020 primarily for technology upgrades during each period.

Statement of Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 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 Private Securities Litigation Reform Act of 1995. In addition, other written or oral statements, which constitute forward-looking statements, may be made by or on behalf of the Company. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”, “forecasts”, “may”, “should”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and contingencies that are difficult to predict. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are qualified by the cautionary statements in this section. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements.

The forward-looking statements contained in this report include, but are not limited to, statements regarding (1) the Company’s ability to finance its future working capital, land development, homebuilding and capital expenditure needs, (2) the Company’s expected liquidity sources, including the amount of principal available for borrowing under the Company’s financing arrangements, (3) anticipated future development of the Company’s real estate holdings, (4) the timing of reimbursements under, and the general effectiveness of, the Company’s public improvement districts and private infrastructure reimbursement covenants, (5) the availability of bank financing for projects, (6) the utilization of existing bank financing, (7) the backlog of homes under contract and in production and the dollar amount of expected sales revenue when such homes are closed, (8) the effect of recent accounting pronouncements, (9) the timing of recognizing unrecognized compensation expense related to shares of common stock issued under the AMREP Corporation 2016 Equity Compensation Plan, (10) the future issuance of deferred stock units to directors of the Company and (11) the future business conditions that may be experienced by the Company.

The Company undertakes no obligation to update or publicly release any revisions to any forward-looking statement to reflect events, circumstances or changes in expectations after the date of such forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

21

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Vice President, Finance and Accounting, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. As a result of such evaluation, the Company’s Chief Executive Officer and Vice President, Finance and Accounting have concluded that such disclosure controls and procedures were effective as of October 31, 2021 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 the Company’s Chief Executive Officer and Vice President, Finance and Accounting, as appropriate, to allow timely decisions regarding disclosure. The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Changes in Internal Control over Financial Reporting

No change in the Company’s system of internal control over “financial reporting” (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting.

22

PART II. OTHER INFORMATION

Item 6. Exhibits

Exhibit Number	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
32	Certification required pursuant to 18 U.S.C. Section 1350
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

23

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: December 8, 2021	AMREP CORPORATION (Registrant)
	By:	/s/ Adrienne M. Uleau
		Name: Adrienne M. Uleau
		Title: Vice President, Finance and Accounting
		(Principal Accounting Officer)

24

EXHIBIT INDEX

Exhibit Number	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
32	Certification required pursuant to 18 U.S.C. Section 1350
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

25

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Adrienne M. Uleau, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the period ended October 31, 2021 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 officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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 Registrant’s 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 officer 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 the 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.

Dated: December 8, 2021

/s/ Adrienne M. Uleau

Adrienne M. Uleau

Vice President, Finance and Accounting

(Principal Financial Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Christopher V. Vitale, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended October 31, 2021 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 officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

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 Registrant’s 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 officer 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 the 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.

Dated: December 8, 2021

/s/ Christopher V. Vitale

Christopher V. Vitale

President and Chief Executive Officer

(Principal Executive Officer)

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of AMREP Corporation (the “Company”) on Form 10-Q for the period ended October 31, 2021 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 his knowledge:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; 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 8, 2021

/s/ Adrienne M. Uleau

Adrienne M. Uleau

Vice President, Finance and Accounting

(Principal Financial Officer)

/s/ Christopher V. Vitale

Christopher V. Vitale

President and Chief Executive Officer

(Principal Executive Officer)

XML

Document And Entity Information - shares	6 Months Ended
	Oct. 31, 2021	Dec. 03, 2021
Document And Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	1-4702
Amendment Flag	false
Document Period End Date	Oct. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Registrant Name	AMREP Corp.
Entity Incorporation, State or Country Code	OK
Entity Tax Identification Number	59-0936128
Entity Central Index Key	0000006207
Entity Address, Address Line One	850 West Chester Pike
Entity Address, Address Line Two	Suite 205
Entity Address, City or Town	Havertown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19083
City Area Code	610
Local Phone Number	487-0905
Current Fiscal Year End Date	--04-30
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		7,336,370
Title of 12(b) Security	Common Stock $0.10 par value
Trading Symbol	AXR
Security Exchange Name	NYSE

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021
ASSETS
Cash and cash equivalents	$ 30,327	$ 24,801
Real estate inventory	61,772	55,589
Investment assets, net	9,775	13,582
Other assets	1,870	645
Deferred income taxes, net	1,165	2,749
TOTAL ASSETS	104,909	97,366
Liabilities:
Accounts payable and accrued expenses	4,758	4,458
Notes payable, net	5,952	3,448
Taxes payable, net	29	95
Accrued pension costs	35	476
TOTAL LIABILITIES	10,774	8,477
Shareholders' Equity:
Common stock, $.10 par value; shares authorized - 20,000,000; shares issued - 7,336,370 at October 31, 2021 and 7,323,370 at April 30, 2021	731	730
Capital contributed in excess of par value	45,221	45,072
Retained earnings	52,673	47,710
Accumulated other comprehensive loss, net	(4,490)	(4,623)
TOTAL SHAREHOLDERS' EQUITY	94,135	88,889
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 104,909	$ 97,366

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Oct. 31, 2021	Apr. 30, 2021
CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	7,336,370	7,323,370

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
REVENUES:
Total revenues	$ 16,236	$ 9,256	$ 26,743	$ 13,462
COSTS AND EXPENSES:
General and administrative expenses	1,257	1,523	2,443	2,967
Total costs and expenses	11,877	8,127	20,588	12,250
Operating income	4,359	1,129	6,155	1,212
Interest income (expense), net	2	(12)	1	(6)
Other income	30	0	260	650
Income before income taxes	4,391	1,117	6,416	1,856
Provision for income taxes	1,065	319	1,453	465
Net income	$ 3,326	$ 798	$ 4,963	$ 1,391
Basic earnings per share	$ 0.45	$ 0.10	$ 0.67	$ 0.17
Diluted earnings per share	$ 0.45	$ 0.10	$ 0.67	$ 0.17
Weighted average number of common shares outstanding - basic	7,361	8,122	7,354	8,136
Weighted average number of common shares outstanding - diluted	7,383	8,152	7,378	8,168
Land sale revenues
REVENUES:
Total revenues	$ 8,466	$ 8,526	$ 15,656	$ 12,013
COSTS AND EXPENSES:
Cost of revenues	6,154	6,430	11,765	9,109
Home sale revenues
REVENUES:
Total revenues	819	202	3,230	202
COSTS AND EXPENSES:
Cost of revenues	629	174	2,543	174
Building sales and other revenues
REVENUES:
Total revenues	6,951	528	7,857	$ 1,247
COSTS AND EXPENSES:
Cost of revenues	$ 3,837	$ 0	$ 3,837

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net income	$ 3,326	$ 798	$ 4,963	$ 1,391
Other comprehensive income, net of tax:
Decrease in pension liability	98	132	195	264
Income tax effect	(31)	(42)	(62)	(84)
Decrease in pension liability, net of tax	67	90	133	180
Other comprehensive income	67	90	133	180
Total comprehensive income	$ 3,393	$ 888	$ 5,096	$ 1,571

XML

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands	Common Stock	Capital Contributed in Excess of Par Value	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock	Total
Balance at Apr. 30, 2020	$ 836	$ 51,334	$ 43,149	$ (6,467)	$ (4,215)	$ 84,637
Balance (in shares) at Apr. 30, 2020	8,358
Issuance of restricted common stock	$ 1	41	0	0	0	42
Issuance of restricted common stock (in shares)	9
Issuance of common stock settled from deferred common share units	$ 0	0	0	0	0	0
Issuance of common stock settled from deferred common share units (in shares)	12
Repurchase of common stock	$ (69)	(4,159)	0	0	0	(4,228)
Repurchase of common stock (in shares)	(687)
Net income	$ 0	0	1,391	0	0	1,391
Other comprehensive income	0	0	0	180	0	180
Balance at Oct. 31, 2020	$ 768	47,216	44,540	(6,287)	(4,215)	82,022
Balance (in shares) at Oct. 31, 2020	7,692
Balance at Jul. 31, 2020	$ 837	51,375	43,742	(6,377)	(4,215)	85,362
Balance (in shares) at Jul. 31, 2020	8,367
Issuance of common stock settled from deferred common share units	$ 0	0	0	0	0	0
Issuance of common stock settled from deferred common share units (in shares)	12
Repurchase of common stock	$ (69)	(4,159)	0	0	0	(4,228)
Repurchase of common stock (in shares)	(687)
Net income	$ 0	0	798	0	0	798
Other comprehensive income	0	0	0	90	0	90
Balance at Oct. 31, 2020	$ 768	47,216	44,540	(6,287)	(4,215)	82,022
Balance (in shares) at Oct. 31, 2020	7,692
Balance at Apr. 30, 2021	$ 730	45,072	47,710	(4,623)	0	88,889
Balance (in shares) at Apr. 30, 2021	7,323
Issuance of restricted common stock	$ 1	149	0	0	0	150
Issuance of restricted common stock (in shares)	13
Net income	$ 0	0	4,963	0	0	4,963
Other comprehensive income	0	0	0	133	0	133
Balance at Oct. 31, 2021	$ 731	45,221	52,673	(4,490)	0	94,135
Balance (in shares) at Oct. 31, 2021	7,336
Balance at Jul. 31, 2021	$ 731	45,221	49,347	(4,557)	0	90,742
Balance (in shares) at Jul. 31, 2021	7,336
Net income	$ 0	0	3,326	0	0	3,326
Other comprehensive income	0	0	0	67	0	67
Balance at Oct. 31, 2021	$ 731	$ 45,221	$ 52,673	$ (4,490)	$ 0	$ 94,135
Balance (in shares) at Oct. 31, 2021	7,336

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 4,963	$ 1,391
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	204	270
Amortization of debt issuance costs	34	30
Non-cash credits and charges:
Stock-based compensation	47	42
Deferred income tax provision	1,522	548
Net periodic pension cost	(246)	208
Gain on debt forgiveness	(45)
Changes in assets and liabilities:
Real estate inventory and investment assets	(2,580)	(1,065)
Other assets	(1,203)	(614)
Accounts payable and accrued expenses	300	1,575
Accrued pension costs		(1,847)
Taxes payable	(66)
Net cash provided by (used in) operating activities	2,930	538
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from corporate-owned life insurance policy	92
Capital expenditures	(11)	(3)
Net cash provided by (used in) investing activities	81	(3)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing	6,857	5,415
Principal debt payments	(4,292)	(3,475)
Payments for debt issuance costs	(50)	(57)
Repurchase of common stock		(4,228)
Net cash provided by (used in) financing activities	2,515	(2,345)
Increase (decrease) in cash and cash equivalents	5,526	(1,810)
Cash and cash equivalents, beginning of period	24,801	17,502
Cash and cash equivalents, end of period	30,327	15,692
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes refunded, net	3
Interest paid, net of amount capitalized		$ 52
Right-of-use assets obtained in exchange for operating lease liabilities	$ 42

XML

SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES

6 Months Ended

Oct. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES

(1)           SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES

The accompanying unaudited consolidated financial statements have been prepared by AMREP Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information, and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. The Company, through its subsidiaries, is primarily engaged in two business segments: land development and homebuilding. The Company has no foreign sales or activities outside the United States. All references to the Company in this quarterly report on Form 10-Q include the Registrant and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, these unaudited consolidated financial statements include all adjustments, which are of a normal recurring nature, considered 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.  Unless the context otherwise indicates, all references to 2022 and 2021 are to the fiscal years ending April 30, 2022 and 2021.

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, 2021, which was filed with the SEC on July 27, 2021 (the “2021 Form 10-K”).  Certain 2021 balances in these financial statements have been reclassified to conform to the current year presentation with no effect on net income or shareholders’ equity.

Summary of Significant Accounting Policies

The significant accounting policies used in preparing these consolidated financial statements are consistent with the accounting policies described in the 2021 Form 10-K, except for those adopted as described below.

New Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes, which removes certain exceptions for companies related to tax allocations and simplifies when companies recognize deferred tax liabilities in an interim period. ASU 2019-12 was effective for the Company’s fiscal year beginning May 1, 2021. The adoption of ASU 2019-12 by the Company did not have any effect on its consolidated financial statements.

There are no other new accounting standards or updates to be adopted that the Company currently believes might have a significant impact on its consolidated financial statements.

XML

REAL ESTATE INVENTORY

6 Months Ended

Oct. 31, 2021

REAL ESTATE INVENTORY

REAL ESTATE INVENTORY

(2)         REAL ESTATE INVENTORY

Real estate inventory consists of (in thousands):

	October 31,		April 30,
	2021		2021
Land held for development or sale in New Mexico	$	54,148	$	49,918
Land held for development or sale in Colorado		4,009		3,975
Homebuilding finished inventory		214		417
Homebuilding construction in process		3,401		1,279
	$	61,772	$	55,589

XML

INVESTMENT ASSETS, NET

6 Months Ended

Oct. 31, 2021

INVESTMENT ASSETS, NET

INVESTMENT ASSETS, NET

(3)          INVESTMENT ASSETS, NET

Investment assets, net consist of (in thousands):

	October 31,		April 30,
	2021		2021
Land held for long-term investment	$	9,775	$	9,775
Buildings		—		10,003
Less accumulated depreciation		—		(6,196)
Buildings, net		—		3,807
	$	9,775	$	13,582

As of April 30, 2021, buildings were comprised of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida. In October 2021, the Company sold this 143,000 square foot warehouse and office facility. Depreciation associated with buildings was $98,000 and $140,000 for the three months ended October 31, 2021 and October 31, 2020 and $201,000 and $262,000 for the six months ended October 31, 2021 and October 31, 2020.

XML

OTHER ASSETS

6 Months Ended

Oct. 31, 2021

OTHER ASSETS

OTHER ASSETS

(4)          OTHER ASSETS

Other assets consist of (in thousands):

	October 31,		April 30,
	2021		2021
Prepaid expenses	$	324	$	324
Receivables		58		37
Right-of-use assets associated with leases of office facilities		129		84
Other assets		80		172
Property and equipment		1,476		222
Less accumulated depreciation		(197)		(194)
Property and equipment, net		1,279		28
	$	1,870	$	645

Prepaid expenses as of October 31, 2021 primarily consisted of stock compensation, insurance and utility deposits. Amortized lease cost for right-of-use assets associated with the leases of office facilities was $24,000 and $26,000 for the three months ended October 31, 2021 and October 31, 2020 and $36,000 and $63,000 for the six months ended October 31, 2021 and October 31, 2020. In August 2021, the Company acquired a 7,000 square foot office building in Rio Rancho, New Mexico from which its real estate business now operates. Depreciation expense associated with property and equipment was $2,000 for each of the three months ended October 31, 2021 and October 31, 2020 and $3,000 and $8,000 for the six months ended October 31, 2021 and October 31, 2020.

XML

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

6 Months Ended

Oct. 31, 2021

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

(5)          ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of (in thousands):

	October 31,		April 30,
	2021		2021
Real estate operations
Accrued expenses	$	866	$	658
Trade payables		2,117		1,377
Real estate customer deposits		1,378		1,769
		4,361		3,804
Corporate operations		397		654
	$	4,758	$	4,458

XML

NOTES PAYABLE

6 Months Ended

Oct. 31, 2021

NOTES PAYABLE

NOTES PAYABLE

(6)          NOTES PAYABLE

Notes payable, net consist of (in thousands):

	October 31,		April 30,
	2021		2021
Real estate notes payable	$	6,002	$	3,482
Unamortized debt issuance costs		(50)		(34)
	$	5,952	$	3,448

The following tables present information on the Company’s notes payable in effect during the six months ended October 31, 2021 (dollars in thousands):

	Principal Amount
	Available for		Outstanding
	Borrowing		Principal Amount				Principal Repayments
	October 31,		October 31,		April 30,		Three Months ended		Six Months ended
Loan Identifier	2021		2021		2021		October 31, 2021		October 31, 2021
Revolving Line of Credit	$	3,750	$	—	$	—	$	—	$	—
Lomas Encantadas U2B P3		632		—		410		—		1,770
Hawk Site U37		—		—		—		—		—
Hawk Site U23 U40		1,678		—		30		30		30
Lavender Fields – acquisition		—		—		1,749		—		1,703
Lavender Fields – development		2,194		504		1,293		395		789
La Mirada		1,877		5,498		—		—		—
			$	6,002	$	3,482

			Mortgaged Property
	Interest Rate		Book Value		Capitalized Interest and Fees
	October 31,		October 31,		Three Months ended		Six Months ended
Loan Identifier	2021		2021		October 31, 2021		October 31, 2021
Revolving Line of Credit	3.75	%	$	1,693	$	—	$	—
Lomas Encantadas U2B P3	3.75	%		877		—		—
Hawk Site U23 U40	3.75	%		1,359		—		—
Lavender Fields – development	3.75	%		5,261		6		17
La Mirada	3.75	%		8,041		40		61

As of October 31, 2021, the Company and each of its subsidiaries were in compliance with the financial covenants contained in the loan documentation for the then outstanding notes payable. Refer to Notes 6 and 19 to the consolidated financial statements contained in the 2021 Form 10-K for additional detail about each of the above notes payable.

The note payable identified as “Hawk Site U37” was terminated in October 2021. The outstanding principal amount of the note payable identified as “Lavender Fields – acquisition” was prepaid in full without penalty in June 2021 following the parties agreeing to reduce the outstanding principal amount by $45,000, which was recognized as Other income during the six months ended October 31, 2021.

The following table summarizes the notes payable scheduled principal repayments subsequent to October 31, 2021 (in thousands):

Fiscal Year	Scheduled Payments
2022	$	—
2023		504
2024		5,498
Total	$	6,002

XML

REVENUES

6 Months Ended

Oct. 31, 2021

REVENUES

REVENUES

(7)          REVENUES

Land sale revenues. Substantially all of the land sale revenues were received from three customers for the three and six months ended October 31, 2021 and four customers for the three and six months ended October 31, 2020. There were no outstanding receivables from these customers as of October 31, 2021 or October 31, 2020.

Building sales and other revenues. Building sales and other revenues consist of (in thousands):

	Three Months ended October 31,				Six Months ended October 31,
	2021		2020		2021		2020
Sale of building	$	6,750	$	—	$	6,750	$	—
Oil and gas royalties		40		25		175		36
Public improvement district reimbursements		15		69		239		244
Private infrastructure reimbursement covenants		31		245		83		378
Miscellaneous other revenues		115		189		610		589
	$	6,951	$	528	$	7,857	$	1,247

The Company owned a 143,000 square foot warehouse and office facility located in Palm Coast, Florida during the three and six months ended October 31, 2021, which was leased to a third party through August 2020 and a portion of which was leased to the same third party after August 2020. Sale of building during the three and six months ended October 31, 2021 consisted of the sale of this 143,000 square foot warehouse and office facility in October 2021.

Refer to Note 7 to the consolidated financial statements contained in the 2021 Form 10-K for additional detail about each category of building sales and other revenues. Miscellaneous other revenues for the three and six months ended October 31, 2021 primarily consisted of rent received from a tenant at a building in Palm Coast, Florida and tenants at a shopping center in Albuquerque,New Mexico, payments for impact fee credits, a non-refundable option payment and sale of equipment. Miscellaneous other revenue for the three and six months ended October 31, 2020 primarily consisted of rent received from a tenant at a building in Palm Coast, Florida, payments for impact fee credits and a land condemnation.

Major customers:

● There were three customers with revenues in excess of 10% of the Company’s revenues during the three months ended October 31, 2021. The revenues for each such customer during the three months ended October 31, 2021 were as follows: $3,700,000, $2,400,000 and $1,700,000, with each of these revenues reported in the Company’s land development business segment.

● There were three customers with revenues in excess of 10% of the Company’s revenues during the six months ended October 31, 2021. The revenues for each such customer during the six months ended October 31, 2021 were as follows: $6,700,000, $3,700,000 and $3,400,000, with each of these revenues reported in the Company’s land development business segment.

● There were four customers with revenues in excess of 10% of the Company’s revenues during the three months ended October 31, 2020. The revenues for each such customer during the three months ended October 31, 2020 were as follows: $2,900,000, $2,600,000, $1,600,000 and $1,450,000, with each of these revenues reported in the Company’s land development business segment.

● There were four customers with revenues in excess of 10% of the Company’s revenues during the six months ended October 31, 2020. The revenues for each such customer during the six months ended October 31, 2020 were as follows: $4,800,000, $2,600,000, $2,400,000 and $2,000,000, with each of these revenues reported in the Company’s land development business segment.

XML

COST OF REVENUES

6 Months Ended

Oct. 31, 2021

COST OF REVENUES

COST OF REVENUES

(8)          COST OF REVENUES

Building sales and other cost of revenues during the three and six months ended October 31, 2021 consist of the sale of a 143,000 square foot warehouse and office facility located in Palm Coast, Florida.

XML

GENERAL AND ADMINISTRATIVE EXPENSES

6 Months Ended

Oct. 31, 2021

GENERAL AND ADMINISTRATIVE EXPENSES

GENERAL AND ADMINISTRATIVE EXPENSES

(9)          GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist of (in thousands):

	Three Months ended October 31,				Six Months ended October 31,
	2021		2020		2021		2020
Land development	$	677	$	665	$	1,261	$	1,271
Homebuilding		212		118		399		231
Corporate		368		740		783		1,465
	$	1,257	$	1,523	$	2,443	$	2,967

XML

BENEFIT PLANS

6 Months Ended

Oct. 31, 2021

BENEFIT PLANS

BENEFIT PLANS

(10)          BENEFIT PLANS

Pension plan

Refer to Note 11 to the consolidated financial statements contained in the 2021 Form 10-K for detail regarding the Company’s defined benefit pension plan. The Company recognizes the known changes in the funded status of the pension plan in the period in which the changes occur through other comprehensive income, net of the related deferred income tax effect. The Company recorded, net of tax, other comprehensive income of $67,000 and $90,000 during the three months ended October 31, 2021 and October 31, 2020 and $133,000 and $180,000 during the six months ended October 31, 2021 and October 31, 2020 to account for the net effect of changes to the unfunded portion of pension liability. The Company funds the pension plan in compliance with IRS funding requirements. The Company did not make any contributions to the pension plan during the three and six months ended October 31, 2021. The Company made voluntary contributions to the pension plan of $1,847,000 during the three and six months ended October 31, 2020.

Equity compensation plan

Refer to Note 11 to the consolidated financial statements contained in the 2021 Form 10-K for detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “Equity Plan”).  The summary of the restricted share award activity during the six months ended October 31, 2021 presented below represents the maximum number of shares that could become vested after these dates:

	Number of
Restricted share awards	Shares
Non-vested as of April 30, 2021	29,000
Granted during the six months ended October 31, 2021	13,000
Vested during the six months ended October 31, 2021	(20,500)
Forfeited during the six months ended October 31, 2021	—
Non-vested as of October 31, 2021	21,500

The Company recognized non-cash compensation expense related to the vesting of restricted shares of common stock net of forfeitures of $31,000 and $25,000 during the three months ended October 31, 2021 and October 31, 2020 and $47,000 and $54,000 during the six months ended October 31, 2021 and October 31, 2020. As of October 31, 2021 and October 31, 2020, there was $137,000 and $73,000 of unrecognized compensation expense related to restricted shares of common stock previously issued under the Equity Plan which had not vested as of those dates, which is expected to be recognized over the remaining vesting term not to exceed three years.

In connection with the resignation of a director in September 2020, the Company (i) issued 12,411 shares of common stock in October 2020 pursuant to an equivalent number of deferred common share units previously issued to such director and (ii) paid $20,000 in September 2020 to such director in lieu of issuance of deferred common share units earned for calendar year 2020.

Director compensation non-cash expense, which is recognized for the expected annual grant of deferred common share units to non-employee members of the Company’s Board of Directors ratably over the director’s service in office during the calendar year, was $22,000 and $21,000 during the three months ended October 31, 2021 and October 31, 2020 and $45,000 and $35,000 during the six months ended October 31, 2021 and October 31, 2020. As of October 31, 2021, there was $75,000 of accrued compensation expense

related to the deferred stock units expected to be issued in December 2021. As of October 31, 2020, there was $82,000 of accrued compensation expense related to the deferred stock units issued in December 2020.

XML

OTHER INCOME

6 Months Ended

Oct. 31, 2021

OTHER INCOME.

OTHER INCOME

(11)          OTHER INCOME

Other income for the three months ended October 31, 2021 consisted of $30,000 received for a life insurance policy for a retired executive of the Company. Other income for the six months ended October 31, 2021 consisted of $185,000 received in connection with a bankruptcy of a warranty provider, $45,000 of debt forgiveness with respect to the note payable identified as “Lavender Fields – acquisition” in Note 6 above and $30,000 received for a life insurance policy for a retired executive of the Company. Other income for the six months ended October 31, 2020 consisted of a settlement payment of $650,000 from a former business segment (refer to Note 3 to the consolidated financial statements contained in the 2021 Form 10-K for detail regarding the settlement agreement).

XML

STOCK REPURCHASES

6 Months Ended

Oct. 31, 2021

STOCK REPURCHASES

STOCK REPURCHASES

(12)         STOCK REPURCHASES

In August 2020, the Company repurchased 11,847 shares of common stock of the Company at a price of $4.48 per share in a privately negotiated transaction. As of the date of the repurchase, the repurchased shares were retired and returned to the status of authorized but unissued shares of common stock.

In September 2020, the Board of Directors of the Company authorized the Company to purchase up to 1,000,000 shares of common stock of the Company from time to time pursuant to a share repurchase program, subject to the total expenditure for the purchase of shares under the share repurchase program not exceeding $5,000,000, exclusive of any fees, commissions and other expenses related to such repurchases. Under the share repurchase program, the Company was authorized to repurchase its common stock from time to time, in amounts, at prices, and at such times as the Company deemed appropriate, subject to market conditions, legal requirements and other considerations. The Company’s repurchases could be executed using open market purchases, unsolicited or solicited privately negotiated transactions or other transactions, and could be effected pursuant to trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The share repurchase program did not obligate the Company to repurchase any specific number of shares and could be suspended, modified or terminated at any time without prior notice. The share repurchase program did not contain a time limitation during which repurchases were permitted to occur. In October 2020, the Company repurchased 675,616 shares of common stock of the Company at a price of $6.18 per share in a privately negotiated transaction pursuant to the share repurchase program. As of the date of the repurchase, the repurchased shares were retired and returned to the status of authorized but unissued shares of common stock.

In November 2020, the Company repurchased 143,482 shares of common stock of the Company at a price of $6.18 per share in a privately negotiated transaction. As of the date of the repurchase, the repurchased shares were retired and returned to the status of authorized but unissued shares of common stock. The share repurchase was not completed pursuant to the Company’s share repurchase program.

In November 2020, the Company’s share repurchase program was terminated.

XML

INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

6 Months Ended

Oct. 31, 2021

INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

(13)         INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

The following tables set forth summarized data relative to the industry segments in which the Company operated for the periods indicated (in thousands):

	Land
	Development		Homebuilding		Corporate		Consolidated
Three months ended October 31, 2021 (a)
Revenues	$	8,745	$	689	$	6,802	$	16,236
Net income		1,612		12		1,702		3,326
Provision for income taxes		263		1		801		1,065
Interest income, net (b)		1		—		1		2
Depreciation		—		—		100		100
EBITDA (c)	$	1,876	$	13	$	2,604	$	4,493
Capital expenditures	$	—	$	10	$	—	$	10
Three months ended October 31, 2020 (a)
Revenues	$	8,989	$	202	$	65	$	9,256
Net income (loss)		1,693		(66)		(829)		798
Provision (benefit) for income taxes		313		(24)		30		319
Interest income (expense), net (b)		(13)		—		1		(12)
Depreciation		8		—		124		132
EBITDA (c)	$	2,001	$	(90)	$	(674)	$	1,237
Capital expenditures	$	—	$	—	$	—	$	—
Six months ended October 31, 2021 (a)
Revenues	$	17,206	$	2,639	$	6,898	$	26,743
Net income		3,418		190		1,355		4,963
Provision for income taxes		589		37		827		1,453
Interest income, net (b)		—		—		1		1
Depreciation		—		—		204		204
EBITDA (c)	$	4,007	$	227	$	2,387	$	6,621
Capital expenditures	$	—	$	11	$	—	$	11
Total assets as of October 31, 2021	$	88,231	$	3,357	$	13,321	$	104,909
Six months ended October 31, 2020 (a)
Revenues	$	12,845	$	202	$	415	$	13,462
Net income (loss)		2,399		(152)		(856)		1,391
Provision (benefit) for income taxes		327		(51)		189		465
Interest income (expense), net (b)		(11)		—		5		(6)
Depreciation		22		—		248		270
EBITDA (c)	$	2,737	$	(203)	$	(414)	$	2,120
Capital expenditures	$	—	$	3	$	—	$	3
Total assets as of October 31, 2020	$	76,777	$	1,494	$	17,449	$	95,720

(a) Revenue and net income information for the land development business segment include certain amounts classified as home sale revenues, home sale cost of revenues and building sales and other revenues in the accompanying consolidated statements of operations. For example, revenues and cost of revenues in the land development business segment include an allocation of home sales revenues and home sales cost of revenues attributable to the market value of land transferred from the land development business segment to the homebuilding business segment. Revenue and net income information for the homebuilding business segment include amounts classified as building sales and other revenues in the accompanying consolidated statements of operations. Corporate is net of intercompany eliminations.

(b) Interest income, net excludes inter-segment interest expense (income) that is eliminated in consolidation.

(c) The Company uses EBITDA (which the Company defines as income (loss) before net interest income, income taxes, depreciation

and amortization, and non-cash impairment charges) in addition to net income (loss) as a key measure of profit or loss for segment performance and evaluation purposes.

XML

SUBSEQUENT EVENTS

3 Months Ended

Jul. 31, 2021

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

(14)         SUBSEQUENT EVENTS

In November 2021, the Company entered into an employment agreement with Christopher V. Vitale. Mr. Vitale is the President and Chief Executive Officer of the Company. Pursuant to the employment agreement,

● Mr. Vitale will serve as the President and Chief Executive Officer of the Company for a base salary of not less than the rate in effect immediately before the date of such agreement, which results in a base salary of $335,000 per year.

● The parties agreed to provisions relating to vacation, paid-time-off, office location, confidentiality, invention assignment, non-competition and non-solicitation.

● Upon any termination of Mr. Vitale’s employment, the Company will pay and issue to Mr. Vitale any earned but unpaid base salary, the dollar value equivalent of the number of days of vacation and paid-time-off earned but not used, unreimbursed business expenses, unpaid bonus previously awarded by the Company and vested benefits, equity awards or payments (excluding any severance benefits or payments) payable or issuable under any policy or plan of the Company or under any equity award agreement or other arrangement between the Company and Mr. Vitale.

● Upon any termination of Mr. Vitale’s employment due to the death of Mr. Vitale, the Company will pay to Mr. Vitale’s executors, administrators or personal representatives, an amount equal to his then-annual base salary which he would otherwise have earned for the month in which he dies and for three months thereafter.

● Upon any termination of Mr. Vitale’s employment by Mr. Vitale for Good Reason or the Company without Cause and delivery by Mr. Vitale of a release of claims to the Company, the Company will pay or provide to Mr. Vitale (a) a lump sum amount equal to 200% of the highest of (i) Mr. Vitale’s annual base salary in effect immediately prior to the termination date, (ii) Mr. Vitale’s annual base salary in effect on the date 210 days prior to the termination date or (iii) in the event the termination of Mr. Vitale’s employment was for Good Reason, Mr. Vitale’s annual base salary in effect prior to the event constituting Good Reason; and (b) all restricted stock, stock options and other outstanding equity grants with respect to the Company that are held by Mr. Vitale immediately prior to the termination date will become fully vested and, as applicable, fully exercisable as of the termination date.

● For purposes of the employment agreement, the term “Good Reason” means any of the following actions taken by the Company without Mr. Vitale’s consent: a diminution in base salary of more than five percent; the removal of Mr. Vitale as the President and Chief Executive Officer of the Company; a material diminution in Mr. Vitale’s authority, duties or responsibilities as the President and Chief Executive Officer of the Company; assigning any material new duties or responsibilities to Mr. Vitale in addition to those normally associated with his role as President and Chief Executive Officer of the Company; the Company ceasing to be a company subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, or ceasing to have its common stock traded on an exchange registered as a national securities exchange under Section 6 of the Securities Exchange Act of 1934, as amended; a requirement that Mr. Vitale relocate his office other than as permitted by the employment agreement; or the failure of the Company to observe or perform any of its obligations to Mr. Vitale under the employment agreement.

● For purposes of the employment agreement, the term “Cause” means the failure of Mr. Vitale to observe or perform (other than by reason of illness, injury, disability or incapacity) any of the material terms or provisions of the employment agreement, conviction of a felony or other crime involving moral turpitude, misappropriation of funds of the Company, the commission of an act of dishonesty by Mr. Vitale resulting in or intended to result in wrongful personal gain or enrichment at the expense of the Company or a material breach (other than by reason of illness, injury, disability or incapacity) of any written employment or other policy of the Company.

● Upon any termination of Mr. Vitale’s employment in connection with a long-term disability, by Mr. Vitale for Good Reason or by the Company without Cause, the Company will pay to Mr. Vitale a lump sum cash payment equal to 200% of the annual

cost of medical and other health care benefits for Mr. Vitale, his spouse and his other dependents and an amount equal to the estimated federal, state and local income and FICA taxes related thereto.

● Payments under the employment agreement may be adjusted as a result of section 409A and section 280G of the Internal Revenue Code of 1986, as amended.

● In the event Mr. Vitale is made, or threatened to be made, a party to any legal action or proceeding, whether civil or criminal, including any governmental or regulatory proceeding or investigation, by reason of the fact that Mr. Vitale is or was a director or senior officer of the Company, the Company will defend, indemnify and hold harmless Mr. Vitale, and the Company will promptly pay or reimburse Mr. Vitale’s related expenses to the fullest extent contemplated or permitted from time to time by applicable law and required by the Company’s Certificate of Incorporation. During Mr. Vitale’s employment with the Company and after termination of any such employment for any reason, the Company will cover Mr. Vitale under the Company’s directors’ and officers’ insurance policy applicable to other officers and directors according to the terms of such policy, but in no event for a period of time to exceed six years after the termination date.

In November 2021, the Company granted Mr. Vitale an option to purchase 50,000 shares of common stock of the Company under the Equity Plan with an exercise price of $14.24 per share, which was the closing price on the New York Stock Exchange on the date of grant. The option will become exercisable for 100% of the option shares on November 1, 2026 if Mr. Vitale is employed by, or providing service to, the Company on such date. Subject to the definitions in the Equity Plan, in the event (a) Mr. Vitale has a termination of employment with the Company on account of death or disability, (b) the Company terminates Mr. Vitale’s employment with the Company for any reason other than cause or (c) of a change in control, then the option will become immediately exercisable for 100% of the option shares. The option has a term of ten years from the date of grant and terminates at the expiration of that period. The option automatically terminates upon: (i) the expiration of the three month period after Mr. Vitale ceases to be employed by the Company, if the termination of his employment by Mr. Vitale or the Company is for any reason other than as hereinafter set forth in clauses (ii), (iii) or (iv); (ii) the expiration of the one year period after Mr. Vitale ceases to be employed by the Company on account of Mr. Vitale’s disability; (iii) the expiration of the one year period after Mr. Vitale ceases to be employed by the Company, if Mr. Vitale dies while employed by the Company; or (iv) the date on which Mr. Vitale ceases to be employed by the Company, if the termination is for cause. If Mr. Vitale engages in conduct that constitutes cause after Mr. Vitale’s employment terminates, the option immediately terminates. Notwithstanding the foregoing, in no event may the option be exercised after the date that is immediately before the tenth anniversary of the date of grant. Except as described above, any portion of the option that is not exercisable at the time Mr. Vitale has a termination of employment with the Company immediately terminates.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES (Policies)

6 Months Ended

Oct. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES

New Accounting Pronouncements

New Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes, which removes certain exceptions for companies related to tax allocations and simplifies when companies recognize deferred tax liabilities in an interim period. ASU 2019-12 was effective for the Company’s fiscal year beginning May 1, 2021. The adoption of ASU 2019-12 by the Company did not have any effect on its consolidated financial statements.

There are no other new accounting standards or updates to be adopted that the Company currently believes might have a significant impact on its consolidated financial statements.

XML

REAL ESTATE INVENTORY (Tables)

6 Months Ended

Oct. 31, 2021

REAL ESTATE INVENTORY

Schedule of Inventory Real Estate

Real estate inventory consists of (in thousands):

	October 31,		April 30,
	2021		2021
Land held for development or sale in New Mexico	$	54,148	$	49,918
Land held for development or sale in Colorado		4,009		3,975
Homebuilding finished inventory		214		417
Homebuilding construction in process		3,401		1,279
	$	61,772	$	55,589

XML

INVESTMENT ASSETS, NET (Tables)

6 Months Ended

Oct. 31, 2021

INVESTMENT ASSETS, NET

Schedule of investment assets

Investment assets, net consist of (in thousands):

	October 31,		April 30,
	2021		2021
Land held for long-term investment	$	9,775	$	9,775
Buildings		—		10,003
Less accumulated depreciation		—		(6,196)
Buildings, net		—		3,807
	$	9,775	$	13,582

XML

OTHER ASSETS (Tables)

6 Months Ended

Oct. 31, 2021

OTHER ASSETS

Schedule of other assets

Other assets consist of (in thousands):

	October 31,		April 30,
	2021		2021
Prepaid expenses	$	324	$	324
Receivables		58		37
Right-of-use assets associated with leases of office facilities		129		84
Other assets		80		172
Property and equipment		1,476		222
Less accumulated depreciation		(197)		(194)
Property and equipment, net		1,279		28
	$	1,870	$	645

XML

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

6 Months Ended

Oct. 31, 2021

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Schedule of accounts payable and accrued expenses

Accounts payable and accrued expenses consist of (in thousands):

	October 31,		April 30,
	2021		2021
Real estate operations
Accrued expenses	$	866	$	658
Trade payables		2,117		1,377
Real estate customer deposits		1,378		1,769
		4,361		3,804
Corporate operations		397		654
	$	4,758	$	4,458

XML

NOTES PAYABLE (Tables)

6 Months Ended

Oct. 31, 2021

NOTES PAYABLE

Schedule of notes payable

Notes payable, net consist of (in thousands):

	October 31,		April 30,
	2021		2021
Real estate notes payable	$	6,002	$	3,482
Unamortized debt issuance costs		(50)		(34)
	$	5,952	$	3,448

Summary of present information on the Company's notes payable in effect

The following tables present information on the Company’s notes payable in effect during the six months ended October 31, 2021 (dollars in thousands):

	Principal Amount
	Available for		Outstanding
	Borrowing		Principal Amount				Principal Repayments
	October 31,		October 31,		April 30,		Three Months ended		Six Months ended
Loan Identifier	2021		2021		2021		October 31, 2021		October 31, 2021
Revolving Line of Credit	$	3,750	$	—	$	—	$	—	$	—
Lomas Encantadas U2B P3		632		—		410		—		1,770
Hawk Site U37		—		—		—		—		—
Hawk Site U23 U40		1,678		—		30		30		30
Lavender Fields – acquisition		—		—		1,749		—		1,703
Lavender Fields – development		2,194		504		1,293		395		789
La Mirada		1,877		5,498		—		—		—
			$	6,002	$	3,482

			Mortgaged Property
	Interest Rate		Book Value		Capitalized Interest and Fees
	October 31,		October 31,		Three Months ended		Six Months ended
Loan Identifier	2021		2021		October 31, 2021		October 31, 2021
Revolving Line of Credit	3.75	%	$	1,693	$	—	$	—
Lomas Encantadas U2B P3	3.75	%		877		—		—
Hawk Site U23 U40	3.75	%		1,359		—		—
Lavender Fields – development	3.75	%		5,261		6		17
La Mirada	3.75	%		8,041		40		61

Schedule of scheduled principal repayments subsequent to reporting date

The following table summarizes the notes payable scheduled principal repayments subsequent to October 31, 2021 (in thousands):

Fiscal Year	Scheduled Payments
2022	$	—
2023		504
2024		5,498
Total	$	6,002

XML

REVENUES (Tables)

6 Months Ended

Oct. 31, 2021

REVENUES

Schedule of other revenues

	Three Months ended October 31,				Six Months ended October 31,
	2021		2020		2021		2020
Sale of building	$	6,750	$	—	$	6,750	$	—
Oil and gas royalties		40		25		175		36
Public improvement district reimbursements		15		69		239		244
Private infrastructure reimbursement covenants		31		245		83		378
Miscellaneous other revenues		115		189		610		589
	$	6,951	$	528	$	7,857	$	1,247

XML

GENERAL AND ADMINISTRATIVE EXPENSES (Tables)

6 Months Ended

Oct. 31, 2021

GENERAL AND ADMINISTRATIVE EXPENSES

Schedule of components of general and administrative expenses

General and administrative expenses consist of (in thousands):

	Three Months ended October 31,				Six Months ended October 31,
	2021		2020		2021		2020
Land development	$	677	$	665	$	1,261	$	1,271
Homebuilding		212		118		399		231
Corporate		368		740		783		1,465
	$	1,257	$	1,523	$	2,443	$	2,967

XML

BENEFIT PLANS (Tables)

6 Months Ended

Oct. 31, 2021

BENEFIT PLANS

Schedule of restricted share award activity

	Number of
Restricted share awards	Shares
Non-vested as of April 30, 2021	29,000
Granted during the six months ended October 31, 2021	13,000
Vested during the six months ended October 31, 2021	(20,500)
Forfeited during the six months ended October 31, 2021	—
Non-vested as of October 31, 2021	21,500

XML

INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS (Tables)

6 Months Ended

Oct. 31, 2021

INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

Summary of data relative to the industry segments in which the Company operated

The following tables set forth summarized data relative to the industry segments in which the Company operated for the periods indicated (in thousands):

	Land
	Development		Homebuilding		Corporate		Consolidated
Three months ended October 31, 2021 (a)
Revenues	$	8,745	$	689	$	6,802	$	16,236
Net income		1,612		12		1,702		3,326
Provision for income taxes		263		1		801		1,065
Interest income, net (b)		1		—		1		2
Depreciation		—		—		100		100
EBITDA (c)	$	1,876	$	13	$	2,604	$	4,493
Capital expenditures	$	—	$	10	$	—	$	10
Three months ended October 31, 2020 (a)
Revenues	$	8,989	$	202	$	65	$	9,256
Net income (loss)		1,693		(66)		(829)		798
Provision (benefit) for income taxes		313		(24)		30		319
Interest income (expense), net (b)		(13)		—		1		(12)
Depreciation		8		—		124		132
EBITDA (c)	$	2,001	$	(90)	$	(674)	$	1,237
Capital expenditures	$	—	$	—	$	—	$	—
Six months ended October 31, 2021 (a)
Revenues	$	17,206	$	2,639	$	6,898	$	26,743
Net income		3,418		190		1,355		4,963
Provision for income taxes		589		37		827		1,453
Interest income, net (b)		—		—		1		1
Depreciation		—		—		204		204
EBITDA (c)	$	4,007	$	227	$	2,387	$	6,621
Capital expenditures	$	—	$	11	$	—	$	11
Total assets as of October 31, 2021	$	88,231	$	3,357	$	13,321	$	104,909
Six months ended October 31, 2020 (a)
Revenues	$	12,845	$	202	$	415	$	13,462
Net income (loss)		2,399		(152)		(856)		1,391
Provision (benefit) for income taxes		327		(51)		189		465
Interest income (expense), net (b)		(11)		—		5		(6)
Depreciation		22		—		248		270
EBITDA (c)	$	2,737	$	(203)	$	(414)	$	2,120
Capital expenditures	$	—	$	3	$	—	$	3
Total assets as of October 31, 2020	$	76,777	$	1,494	$	17,449	$	95,720

(a) Revenue and net income information for the land development business segment include certain amounts classified as home sale revenues, home sale cost of revenues and building sales and other revenues in the accompanying consolidated statements of operations. For example, revenues and cost of revenues in the land development business segment include an allocation of home sales revenues and home sales cost of revenues attributable to the market value of land transferred from the land development business segment to the homebuilding business segment. Revenue and net income information for the homebuilding business segment include amounts classified as building sales and other revenues in the accompanying consolidated statements of operations. Corporate is net of intercompany eliminations.

(b) Interest income, net excludes inter-segment interest expense (income) that is eliminated in consolidation.

(c) The Company uses EBITDA (which the Company defines as income (loss) before net interest income, income taxes, depreciation

and amortization, and non-cash impairment charges) in addition to net income (loss) as a key measure of profit or loss for segment performance and evaluation purposes.

XML

REAL ESTATE INVENTORY (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021
Inventory Real Estate [Line Items]
Homebuilding finished inventory	$ 214	$ 417
Homebuilding construction in process	3,401	1,279
Real estate inventory	61,772	55,589
New Mexico
Inventory Real Estate [Line Items]
Land held for development or sale	54,148	49,918
Colorado
Inventory Real Estate [Line Items]
Land held for development or sale	$ 4,009	$ 3,975

XML

INVESTMENT ASSETS, NET (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021
INVESTMENT ASSETS, NET
Land held for long-term investment	$ 9,775	$ 9,775
Buildings		10,003
Less accumulated depreciation		(6,196)
Buildings, net		3,807
Total	$ 9,775	$ 13,582

XML

INVESTMENT ASSETS, NET - Additional Information (Details)	3 Months Ended		6 Months Ended
	Oct. 31, 2021 USD ($) ft²	Oct. 31, 2020 USD ($)	Oct. 31, 2021 USD ($) ft²	Oct. 31, 2020 USD ($)	Apr. 30, 2021 ft²
Area of Land	143,000		143,000
Area of land sold	143,000		143,000
Depreciation on buildings | $	$ 98,000	$ 140,000	$ 201,000	$ 262,000
Warehouse and Office Buildings
Area of Land					143,000
Area of land sold	143,000		143,000
Florida | Warehouse and Office Buildings
Area of land sold	143,000		143,000

XML

OTHER ASSETS (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021
OTHER ASSETS
Prepaid expenses	$ 324	$ 324
Receivables	58	37
Right-of-use assets associated with leases of office facilities	129	84
Other assets	80	172
Property and equipment	1,476	222
Less accumulated depreciation	(197)	(194)
Property and equipment, net	1,279	28
Other Assets	$ 1,870	$ 645

XML

OTHER ASSETS - Additional Information (Details)	3 Months Ended		6 Months Ended
	Oct. 31, 2021 USD ($) ft²	Oct. 31, 2020 USD ($)	Oct. 31, 2021 USD ($) ft²	Oct. 31, 2020 USD ($)	Aug. 31, 2021 ft²
Area of Land | ft²	143,000		143,000
Office building
Area of Land | ft²					7,000
Property and equipment | Right of use assets
Amortization of leased cost | $	$ 24,000	$ 26,000	$ 36,000	$ 63,000
Right of use assets
Depreciation expense associated with property and equipment | $	$ 2,000	$ 2,000	$ 3,000	$ 8,000

XML

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Total	$ 4,758	$ 4,458
Real estate operations
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accrued expenses	866	658
Trade payables	2,117	1,377
Real estate customer deposits	1,378	1,769
Total	4,361	3,804
Corporate
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Total	$ 397	$ 654

XML

NOTES PAYABLE (Details) - USD ($) $ in Thousands	Oct. 31, 2021	Apr. 30, 2021
NOTES PAYABLE:
Notes Payable	$ 5,952	$ 3,448
Real estate notes payable [Member]
NOTES PAYABLE:
Notes Payable	6,002	3,482
Unamortized debt issuance costs [Member]
NOTES PAYABLE:
Notes Payable	$ (50)	$ (34)

XML

NOTES PAYABLE - Company's Financing Arrangements (Details) - USD ($)	3 Months Ended	6 Months Ended
	Oct. 31, 2021	Oct. 31, 2021	Apr. 30, 2021
Line of Credit Facility [Line Items]
Outstanding Principal Amount	$ 6,002,000	$ 6,002,000	$ 3,482,000
Revolving Line of Credit
Line of Credit Facility [Line Items]
Principal Amount Available for Borrowing	3,750,000	3,750,000
Outstanding Principal Amount	0	0	0
Principal Repayments	$ 0	$ 0
Interest Rate	3.75%	3.75%
Mortgaged Property Book Value	$ 1,693,000	$ 1,693,000
Capitalized Interest and Fees	0	0
Lomas Encantadas U2B P3
Line of Credit Facility [Line Items]
Principal Amount Available for Borrowing	632,000	632,000
Outstanding Principal Amount	0	0	410,000
Principal Repayments	$ 0	$ 1,770,000
Interest Rate	3.75%	3.75%
Mortgaged Property Book Value	$ 877,000	$ 877,000
Capitalized Interest and Fees	0	0
Hawk Site U37
Line of Credit Facility [Line Items]
Principal Amount Available for Borrowing	0	0
Outstanding Principal Amount	0	0	0
Principal Repayments	0	0
Hawk Site U23 U40
Line of Credit Facility [Line Items]
Principal Amount Available for Borrowing	1,678,000	1,678,000
Outstanding Principal Amount	0	0	30,000
Principal Repayments	$ 30,000	$ 30,000
Interest Rate	3.75%	3.75%
Mortgaged Property Book Value	$ 1,359,000	$ 1,359,000
Capitalized Interest and Fees	0	0
Lavender Fields - acquisition
Line of Credit Facility [Line Items]
Principal Amount Available for Borrowing	0	0
Outstanding Principal Amount	0	0	1,749,000
Principal Repayments	0	1,703,000
Decrease in outstanding principal amount		45,000
Lavender Fields - development
Line of Credit Facility [Line Items]
Principal Amount Available for Borrowing	2,194,000	2,194,000
Outstanding Principal Amount	504,000	504,000	1,293,000
Principal Repayments	$ 395,000	$ 789,000
Interest Rate	3.75%	3.75%
Mortgaged Property Book Value	$ 5,261,000	$ 5,261,000
Capitalized Interest and Fees	6,000	17,000
La Mirada
Line of Credit Facility [Line Items]
Principal Amount Available for Borrowing	1,877,000	1,877,000
Outstanding Principal Amount	5,498,000	5,498,000	$ 0
Principal Repayments	$ 0	$ 0
Interest Rate	3.75%	3.75%
Mortgaged Property Book Value	$ 8,041,000	$ 8,041,000
Capitalized Interest and Fees	$ 40,000	$ 61,000

XML

NOTES PAYABLE - Principal repayments (Details) $ in Thousands	Oct. 31, 2021 USD ($)
NOTES PAYABLE
2022	$ 0
2023	504
2024	5,498
Total	$ 6,002

XML

REVENUES - Other revenues (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Other revenues
Sale of buildings	$ 6,750		$ 6,750
Oil and gas royalties	40	$ 25	175	$ 36
Public improvement district reimbursements	15	69	239	244
Private infrastructure reimbursement covenants	31	245	83	378
Miscellaneous other revenues	115	189	610	589
Other Revenue, Net	$ 6,951	$ 528	$ 7,857	$ 1,247

XML

REVENUES - Additional Information (Details)	3 Months Ended		6 Months Ended
	Oct. 31, 2021 USD ($) ft² customer	Oct. 31, 2020 USD ($) customer	Oct. 31, 2021 USD ($) ft² customer	Oct. 31, 2020 USD ($) customer	Apr. 30, 2021 ft²
Property, Plant and Equipment [Line Items]
Number of customers | customer	3	4	3	4
Revenues	$ 16,236,000	$ 9,256,000	$ 26,743,000	$ 13,462,000
Customer outstanding receivables	$ 0	0	$ 0	0
Surface areas of land held | ft²	143,000		143,000
Area of land sold | ft²	143,000		143,000
Customer A
Property, Plant and Equipment [Line Items]
Revenues	$ 3,700,000	2,900,000	$ 6,700,000	4,800,000
Customer B
Property, Plant and Equipment [Line Items]
Revenues	2,400,000	2,600,000	3,700,000	2,600,000
Customer C
Property, Plant and Equipment [Line Items]
Revenues	$ 1,700,000	1,600,000	$ 3,400,000	2,400,000
Customer D
Property, Plant and Equipment [Line Items]
Revenues		$ 1,450,000		$ 2,000,000
Land sale revenue
Property, Plant and Equipment [Line Items]
Number of customers | customer	3		3	4
Warehouse and Office Buildings
Property, Plant and Equipment [Line Items]
Surface areas of land held | ft²					143,000
Area of land sold | ft²	143,000		143,000

XML

COST OF REVENUES (Details)	Oct. 31, 2021 ft²
Area of land sold	143,000
Warehouse and Office Buildings
Area of land sold	143,000
Florida | Warehouse and Office Buildings
Area of land sold	143,000

XML

GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
General and Administrative Expense, Disclosure [Line Items]
General and administrative expenses	$ 1,257	$ 1,523	$ 2,443	$ 2,967
Land Development
General and Administrative Expense, Disclosure [Line Items]
General and administrative expenses	677	665	1,261	1,271
Homebuilding
General and Administrative Expense, Disclosure [Line Items]
General and administrative expenses	212	118	399	231
Corporate
General and Administrative Expense, Disclosure [Line Items]
General and administrative expenses	$ 368	$ 740	$ 783	$ 1,465

XML

BENEFIT PLANS (Details) - Restricted Stock [Member]	6 Months Ended
	Oct. 31, 2021 shares
Number of Shares
Non-vested at the beginning	29,000
Granted	13,000
Vested	(20,500)
Forfeited	0
Non-vested at the end	21,500

XML

BENEFIT PLANS - Additional information (Details) - USD ($)	1 Months Ended		3 Months Ended		6 Months Ended
	Oct. 31, 2020	Sep. 30, 2020	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Defined Benefit Plan Disclosure [Line Items]
Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent			$ 67,000	$ 90,000	$ 133,000	$ 180,000
Share-based Compensation, Total					47,000	42,000
Issuance of common stock settled from deferred common share units (in shares)	12,411
Issuance of common stock settled from deferred common share units		$ 20,000
Accrued compensation expense related to the deferred stock units					75,000	82,000
Board of Directors Chairman [Member]
Defined Benefit Plan Disclosure [Line Items]
Non Cash Director Fee Compensation			22,000	21,000	$ 45,000	35,000
PBGC [Member]
Defined Benefit Plan Disclosure [Line Items]
Payment for Pension Benefits				1,847,000		1,847,000
Restricted Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Weighted-average remaining vesting period					3 years
Restricted Stock [Member] | Equity Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Share-based Compensation, Total			31,000	25,000	$ 47,000	54,000
Unrecognized compensation expense related to restricted shares	$ 73,000		$ 137,000	$ 73,000	$ 137,000	$ 73,000

XML

OTHER INCOME (Details) - USD ($)	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020
Other income	$ 30,000	$ 0	$ 260,000	$ 650,000
Life insurance policy for a retired executive
Other income	$ 30,000
Bankruptcy of a warranty provider
Other income			185,000
Forgiveness of debt
Other income			$ 45,000
Settlement Agreement
Other income				$ 650,000

XML

STOCK REPURCHASES (Details) - USD ($)	1 Months Ended
	Nov. 30, 2020	Oct. 31, 2020	Aug. 31, 2020	Sep. 30, 2020
STOCK REPURCHASES
Repurchase of common stock (in shares)	143,482	675,616	11,847
Repurchase price per share	$ 6.18	$ 6.18	$ 4.48
Number of shares authorized to be repurchased in Repurchased Program				1,000,000
Amount of authorized to be repurchased in Repurchased Program				$ 5,000,000

XML

INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Oct. 31, 2021	Oct. 31, 2020	Oct. 31, 2021	Oct. 31, 2020	Apr. 30, 2021
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	$ 16,236	$ 9,256	$ 26,743	$ 13,462
Net income (loss)	3,326	798	4,963	1,391
Provision (benefit) for income taxes	1,065	319	1,453	465
Interest income (expense), net	2	(12)	1	(6)
Depreciation	100	132	204	270
EBITDA (c)	4,493	1,237	6,621	2,120
Capital expenditures	10	0	11	3
Total assets	104,909	95,720	104,909	95,720	$ 97,366
Land Development
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	8,745	8,989	17,206	12,845
Net income (loss)	1,612	1,693	3,418	2,399
Provision (benefit) for income taxes	263	313	589	327
Interest income (expense), net	1	(13)	0	(11)
Depreciation	0	8	0	22
EBITDA (c)	1,876	2,001	4,007	2,737
Capital expenditures	0	0	0	0
Total assets	88,231	76,777	88,231	76,777
Homebuilding
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	689	202	2,639	202
Net income (loss)	12	(66)	190	(152)
Provision (benefit) for income taxes	1	(24)	37	(51)
Interest income (expense), net	0	0	0	0
Depreciation	0	0	0	0
EBITDA (c)	13	(90)	227	(203)
Capital expenditures	10	0	11	3
Total assets	3,357	1,494	3,357	1,494
Corporate
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	6,802	65	6,898	415
Net income (loss)	1,702	(829)	1,355	(856)
Provision (benefit) for income taxes	801	30	827	189
Interest income (expense), net	1	1	1	5
Depreciation	100	124	204	248
EBITDA (c)	2,604	(674)	2,387	(414)
Capital expenditures	0	0	0	0
Total assets	$ 13,321	$ 17,449	$ 13,321	$ 17,449

XML

SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($)		1 Months Ended
	Nov. 01, 2026	Nov. 30, 2021
Subsequent Event [Line Items]
Number of options granted		50,000
Exercise price of options granted		$ 14.24
Percentage of options exercisable	100.00%
Employment agreement
Subsequent Event [Line Items]
Base salary		$ 335,000
Threshold period for compensation to be paid after death		3 months
Threshold percentage on base salary		200.00%
Threshold period for base salary for calculating lump sum amount		210 days
Minimum percentage of diminution in salary representing termination in connection with Good Reason		5.00%
Threshold percentage on annual cost		200.00%
Maximum threshold period for covering life insurance policy		6 years
Percentage of options exercisable		100.00%
Term of options from the date of grant		10 years
Threshold period after ceases from employment for automatic termination of options		3 months
Threshold period after ceases from employment on account of disability for automatic termination of options		1 year
Threshold period after ceases from employment on account of death for automatic termination of options		1 year