SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 1994
-------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File Number 1-4702
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AMREP Corporation
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(Exact name of registrant as specified in its charter)
Oklahoma 59-0936128
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
641 Lexington Avenue, Sixth Floor, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 705-4700
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Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes X No
----- -----
Number of Shares of Common Stock, par value $.10 per share,
outstanding at December 13, 1994 - 7,387,275.
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
INDEX
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PART I PAGE NO.
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Consolidated Financial Statements:
Balance Sheets
October 31, 1994 (Unaudited) and
April 30, 1994 (Audited) 1
Statements of Operations and Retained Earnings (Unaudited)
Six Months Ended October 31, 1994 and 1993 2
Three Months Ended October 31, 1994 and 1993 3
Statements of Cash Flows (Unaudited)
Six Months Ended October 31, 1994 and 1993 4-5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis 7-8
PART II
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Other Information 9
Signatures 10
Exhibit Index 11
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
October 31, 1994 and April 30, 1994
(Thousands, except par value and number of shares)
October 31, April 30,
1994 1994
----------- ---------
(Unaudited) (Audited)
ASSETS
------
Cash and temporary cash investments $ 7,192 $ 6,623
Receivables, net:
Real estate operations 9,657 13,122
Magazine circulation operations 32,785 34,281
Real estate inventory 68,741 71,102
Rental and other real estate projects 12,522 14,174
Investment property 8,770 8,604
Property, plant and equipment-at cost-
net of accumulated depreciation and
amortization: October - $11,342
April - $10,774 12,495 12,103
Other assets 13,371 13,643
Excess of cost of subsidiary over net
assets acquired 5,205 5,205
-------- --------
$170,738 $178,857
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable, deposits and
accrued expenses $ 27,299 $ 31,915
Notes payable:
Amounts due within one year 14,592 12,725
Amounts subsequently due 32,957 38,013
Project financing 4,522 6,205
Collateralized mortgage obligations 2,703 4,406
Deferred income taxes 25,257 24,164
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107,330 117,428
-------- --------
Shareholders' equity:
Common stock - $.10 par value
authorized: 20,000,000 shares
issued: October - 7,338,775 shares
April - 7,297,625 shares 734 730
Capital contributed in excess of par value 44,685 44,435
Retained earnings 17,989 16,264
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63,408 61,429
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$170,738 $178,857
======== ========
See notes to consolidated financial statements.
-1-
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Six Months Ended October 31, 1994 and 1993
(Thousands, except shares and per share amounts)
1994 1993
REVENUES ------------ ------------
- - --------
Real estate operations:
Home and condominium sales $ 42,811 $ 31,824
Land sales 4,965 6,297
Rental projects - 2,915
------------ ------------
47,776 41,036
Magazine circulation operations 20,268 16,133
Interest and other operations 3,622 2.935
------------ ------------
71,666 60,104
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COSTS AND EXPENSES
- - ------------------
Real estate cost of sales 39,506 29,932
Operating expenses:
Magazine circulation operations 15,105 11,600
Rental operations 340 4,514
Real estate commissions and selling 3,289 2,590
Other operations 2,491 2,402
General and administrative:
Real estate operations and corporate 4,041 3,898
Magazine circulation operations 2,478 2,517
Interest, net 1,551 1,364
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68,801 58,817
------------ ------------
Income before provision
for income taxes 2,865 1,287
PROVISION FOR INCOME TAXES 1,140 489
------------ ------------
Net income 1,725 798
RETAINED EARNINGS, beginning of period 16,264 13,892
------------ ------------
RETAINED EARNINGS, end of period $ 17,989 $ 14,690
============ ============
NET INCOME PER SHARE $ 0.24 $ 0.12
============ ============
Weighted average number of common
shares outstanding 7,310,053 6,898,308
============ ============
See notes to consolidated financial statements.
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<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Three Months Ended October 31, 1994 and 1993
(Thousands, except shares and per share amounts)
1994 1993
REVENUES ------------ ------------
- - --------
Real estate operations:
Home and condominium sales $ 21,313 $ 15,050
Land sales 2,180 2,615
Rental projects - 1,520
------------ ------------
23,493 19,185
Magazine circulation operations 10,664 8,546
Interest and other operations 1,754 1,361
------------ ------------
35,911 29,092
------------ ------------
COSTS AND EXPENSES
- - ------------------
Real estate cost of sales 19,581 14,150
Operating expenses:
Magazine circulation operations 7,944 6,008
Rental projects 307 2,380
Real estate commissions and selling 1,798 1,180
Other operations 1,206 1,178
General and administrative:
Real estate operations and corporate 1,915 2,041
Magazine circulation operations 1,230 1,210
Interest, net 742 681
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34,723 28,828
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Income before provision
for income taxes 1,188 264
PROVISION FOR INCOME TAXES 473 100
------------ ------------
Net income 715 164
RETAINED EARNINGS, beginning of period 17,274 14,526
------------ ------------
RETAINED EARNINGS, end of period $ 17,989 $ 14,690
============ ============
NET INCOME PER SHARE $ 0.10 $ 0.02
============ ============
Weighted average number of common
shares outstanding 7,316,285 7,177,325
============ ============
See notes to consolidated financial statements.
-3-
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Statements of Cash Flows (Unaudited) (Page 1 of 2)
Six Months Ended October 31, 1994 and 1993
(Thousands)
1994 1993
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CASH FLOWS FROM OPERATING ACTIVITIES:
Cash received from real estate operations
and other $ 54,922 $ 42,610
Cash received from magazine circulation
operations, net of publisher payments 23,420 11,144
Interest received 619 560
Cash paid to suppliers and employees (69,228) (47,725)
Cash paid to acquire land (43) -
Interest paid (2,222) (2,642)
Income taxes paid (58) (119)
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Net cash provided by operating activities 7,410 3,828
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,120) (1,219)
Other, net 600 (127)
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Net cash used by investing activities (520) (1,346)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing 10,451 6,272
Principal debt payments (17,026) (12,633)
Proceeds from exercise of stock options 250 98
Proceeds from sale of stock 4 -
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Net cash used by financing activities (6,321) (6,263)
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Increase (decrease) in cash and temporary cash
investments 569 (3,781)
CASH AND TEMPORARY CASH INVESTMENTS, beginning
of period 6,623 6,856
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CASH AND TEMPORARY CASH INVESTMENTS, end
of period $ 7,192 $ 3,075
========== ==========
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<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Statements of Cash Flows (Unaudited) (Page 2 of 2)
Six Months Ended October 31, 1994 and 1993
(Thousands)
1994 1993
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RECONCILIATION OF NET INCOME TO
NET CASH PROVIDED BY OPERATING ACTIVITIES:
Net income $ 1,725 $ 798
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Adjustments to reconcile net income to
net cash provided by operating activities -
Depreciation and amortization 1,021 823
Changes in assets and liabilities -
Receivables 4,961 (5,961)
Real estate inventory 2,361 (2,985)
Rental and other real estate projects 1,652 3,302
Investment property (166) 466
Other assets (561) (456)
Accounts payable, deposits and
accrued expenses (4,667) 7,562
Deferred income taxes 1,093 279
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Total adjustments 5,685 3,030
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Net cash provided by
operating activities $ 7,410 $ 3,828
========== ==========
Supplemental schedule of noncash investing activities (dollars in thousands
per share amount):
Purchase of Capital Distribution Company assets
with 575,593 shares of AMREP Corporation stock
valued at $7.125 per share. $ - $ 4,101
=========== ==========
See notes to consolidated financial statements.
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<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Three Months Ended October 31, 1994 and 1993
Note 1: The consolidated financial statements included herein have
------- been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange
Commission. The consolidated financial statements reflect
all adjustments which are, in the opinion of management,
necessary to reflect a fair presentation of the results for
the interim periods presented. Certain information and
footnote disclosures normally included in financial
statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant
to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information
presented not misleading. It is suggested that these
consolidated financial statements be read in conjunction with
the consolidated financial statements and the notes thereto
included in the Company's latest annual report on Form 10-K.
-6-
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Page 1 of 2)
October 31, 1994
RESULTS OF OPERATIONS
---------------------
The improvement in the results for the six months and second
quarter as compared to the similar periods last year reflects an
increase in gross profit from housing sales of approximately
$1,400,000 and $750,000, respectively, and an increase in the
pretax income from Kable News operations of approximately $520,000
and $230,000, respectively. In addition, income from interest and
other operations increased by approximately $430,000 and $200,000,
respectively. This was due primarily to the reversal in the first
quarter this year of cost estimates which were not incurred,
increased profits from AMREP Solutions and cost incurred last year
at the Brandywine and Country Meadows housing projects which were
in their start-up phase and included in other operations. Also,
the six months and second quarter of fiscal 1994 results include a
loss of $1,599,000 and $860,000, respectively, from rental
projects, principally The Classic at West Palm Beach, compared to
$340,000 and $307,000, respectively, in the similar periods this
year.
These operating improvements were offset by a decrease in gross
profit from land sales of approximately $1,320,000 and $350,000,
respectively as compared to the similar periods last year; and a
$620,000 increase in real estate commissions and selling expenses
in the second quarter this year as compared to the similar period
last year primarily due to increased closings at the Brandywine
and Country Meadows housing projects which were in their start-up
phase last year and increased selling prices and home closings at
Rio Rancho.
The increases in gross profit from housing sales was due to
increased volume and increases in housing prices. The number of
housing units closed increased by 60 units, from 366 to 426, in
the six months fiscal 1995, and by 38 units, from 173 to 211, in
the second quarter fiscal 1995, as compared to the similar periods
last year.
The increase in pretax income from Kable News operations in the
six months and second quarter fiscal 1995 as compared to the
similar periods last year (from approximately $1,710,000 last year
to $2,230,000 this year in the six months and from $1,120,000 last
-7-
<PAGE>
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
Management's Discussion and Analysis of
Financial Condition and Results of Operations (Page 2 of 2)
October 31, 1994
year to $1,350,000 this year in the second quarter) primarily
reflects substantially improved results from newsstand revenues
related to the acquisition of newsstand distribution contracts of
Capital Distributing Company in August 1993.
The increase in interest expenses in the six months and second
quarter of fiscal 1995 as compared to the similar periods last
year is due to increased borrowings related to real estate
operations and Kable News operations and an increase in the prime
interest rate. This increase was partially offset by
capitalization of interest on construction projects this year.
-8-
<PAGE>
PART II
Other Information
-----------------
Item 4. Submission of Matters to Vote of Security Holders
------- -------------------------------------------------
(a) The Annual Meeting of Shareholders was held on
September 23, 1994.
(b) At the meeting, Edward B. Cloues, II, David N.
Dinkins, Harvey I. Freeman and James Wall were elected as
directors. The terms of office as directors of Jerome
Belson, Joseph Cohen, Daniel Friedman, Anthony Gliedman,
Nick G. Karabots, Samuel N. Seidman and Mohan Vachani
continued after the meeting.
(c) Shareholders cast votes for the election of
directors as follows:
Nominee "For" "Withheld"
-------------------- --------- -------------
Edward B. Cloues, II 6,327,165 87,608
David N. Dinkins 5,974,989 439,784
Harvey I. Freeman 6,341,961 72,812
James Wall 6,332,015 82,758
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits:
27. Financial Data Schedule
(b) Reports on Form 8-K:
No reports on Form 8-K were filed by Registrant
during the three months ended October 31, 1994.
-9-
<PAGE>
SIGNATURES
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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.
AMREP CORPORATION
(Registrant)
Dated: December 14, 1994 By: /s/ Anthony B. Gliedman
-----------------------
Chairman of the Board,
Chief Executive Officer
and President
Dated: December 14, 1994 By: /s/ Rudolph J. Skalka
-----------------------
Vice President, Finance
and Principal Accounting
Officer
-10-
<PAGE>
EXHIBIT INDEX
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27. Financial Data Schedule
-11-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> APR-30-1995
<PERIOD-END> OCT-31-1994
<CASH> 7,192
<SECURITIES> 0
<RECEIVABLES> 42,442
<ALLOWANCES> 0
<INVENTORY> 90,033
<CURRENT-ASSETS> 0
<PP&E> 23,837
<DEPRECIATION> 11,342
<TOTAL-ASSETS> 170,738
<CURRENT-LIABILITIES> 0
<BONDS> 54,774
<COMMON> 734
0
0
<OTHER-SE> 62,674
<TOTAL-LIABILITY-AND-EQUITY> 170,738
<SALES> 47,776
<TOTAL-REVENUES> 71,666
<CGS> 39,506
<TOTAL-COSTS> 57,442
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,551
<INCOME-PRETAX> 2,865
<INCOME-TAX> 1,140
<INCOME-CONTINUING> 1,725
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,725
<EPS-PRIMARY> .24
<EPS-DILUTED> .23
</TABLE>
