SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For the fiscal year ended April 30, 1997 Commission File Number 1-4702
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to ___________________
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 Ave., 6th 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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Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
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Common Stock $.10 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
Aggregate market value of voting stock held by non-affiliates of Registrant,
computed by reference to the last sales price of such Common Stock on July
25, 1997, on the New York Stock Exchange Composite Tape: $22,588,003.
Number of shares of Common Stock, par value $.10 per share, outstanding at
July 25, 1997 - 7,368,650.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents of Registrant are
incorporated by reference into the indicated parts of this report:
Definitive Proxy Statement for 1997 Annual Meeting Part III
_____________________________________
<PAGE>
PART I
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Item 1. Business
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GENERAL
The Company* is a real estate developer and builder of housing,
national distributor of magazines and provider of subscription
fulfillment services for publishers. It is the developer and major
builder of single-family homes at Rio Rancho, New Mexico and more
recently has entered the Denver, Colorado home-building market.
Data concerning Industry Segments is set forth in Note 13 of Notes
to Consolidated Financial Statements. The Company's foreign sales
and activities are not significant.
REAL ESTATE OPERATIONS
Real Estate Operations consist primarily of (i) the construction
and sale of housing, (ii) the development and sale of housing
sites, and (iii) the sale of tracts for residential, industrial and
commercial uses.
HOUSING OPERATIONS
The Company builds and markets a broad spectrum of housing,
principally low to medium priced single-family homes ranging in
size from approximately 850 to 3,150 square feet. It presently is
building at Rio Rancho, New Mexico and in the Denver, Colorado
Metro area.
The substantial majority of the Company's building is at Rio
Rancho, where the base prices of the homes and condominiums
presently being sold by the Company range from approximately
$75,000 to $275,000, although most are in the $100,000 to $130,000
range. In fiscal l997, the Company delivered 445 housing units at
Rio Rancho at an average price of $109,000. In fiscal l996, it
delivered 580 housing units there at an average price of $112,000.
The Company does the development work at Rio Rancho. See
"DEVELOPMENT OPERATIONS - Rio Rancho" for information concerning Rio
Rancho.
The Company entered the suburban Denver Metro market in 1993 and as
of April 30, 1997 it had built and delivered 383 homes in this
market. Its major project in this market is Bradbury Ranch in
Parker, in the southeastern part of the Denver Metro area, where in
1994 it acquired 484 acres of undeveloped residential property
zoned for approximately 1,700 homes. Development work began in
fiscal 1995, and the Company has closed 45 homes in the $125,000 to
$150,000 price range in the first phase of the project as of April
30, 1997.
_________________
* As used herein "Company" includes the Registrant and its
subsidiaries unless the context indicates otherwise.
<PAGE>
In fiscal 1997, the Company also delivered 36 homes in several
other smaller projects in the Denver Metro area, at an average
price of $138,000, while in fiscal 1996, it delivered 126 homes at
such projects at an average price of $133,000. The Company owns
approximately 190 additional lots at such projects but presently
intends to sell some of these lots to other builders.
During 1984 and 1985, the Company built 104 of a projected total of
800 units of town houses and apartment condominiums at another
project in the Denver Metro area, but stopped construction because
of Denver's economic slow down. Construction of an additional 102
units at this project has recommenced, and the Company delivered 20
of the units in fiscal 1997 at an average price of $100,000.
The Company is the general partner with a 50% interest in a limited
partnership which in 1990 commenced construction of a townhouse
project in Freehold, New Jersey. When completed, the project will
have 380 units. Pursuant to New Jersey law, 20% of the units must
be priced substantially below market, but the remaining units may
be sold at market and are designed to sell in the $115,000 to
$155,000 range. From inception through April 1997, 358 units were
delivered, including all of the required below market units.
The Company participates in a joint venture which builds
single-family homes in the Eldorado at Santa Fe, New Mexico
subdivision ("Eldorado"), although the Company is not the builder.
In fiscal l997, the venture sold 4 homes. In addition, during
fiscal 1995, a subsidiary of the Company entered into a joint
venture arrangement for the development and construction of 42
two-family homes in Brooklyn, New York, which closed 41 units
through April 30, 1997.
Until January 1994, the Company was the general partner and
majority owner of a limited partnership which owns a congregate
living rental facility in West Palm Beach, Florida. In January
l994, an unrelated third party became the general partner of the
partnership and the Company became a limited partner, with a
continuing equity interest in the partnership. When completed in
fiscal 1991, the facility had 300 units. However, in fiscal 1995
and fiscal 1996, 60 of the original units were converted for
operation as an Assisted Care Living Facility ("ACLF"). Currently,
222 of the 240 remaining housing units are rented for terms of up
to twelve months, and 58 of the 70 available spaces in the ACLF
operation are occupied under leases having terms of up to twelve
months.
Until fiscal 1994, AMREP and a subsidiary held all of the
partnership interests in a limited partnership which owns 247 units
of moderately-priced rental housing in Orlando, Florida. There
then was a restructuring of that partnership in which an unrelated
third party became the general partner and the Company became a 50%
limited partner. The Company's management subsidiary continues to
manage the project under a year-to-year contract. Substantially
all of the units currently are leased for terms of from 6 to 12
months.
The Company builds a number of different models of houses at its
developments, which it changes periodically based on experience and market
research. At Rio Rancho the houses are designed by the Company's own staff.
The Company acts as general contractor, supervising all development and
building activities, but employs subcontractors for most construction work.
However, the Company performs some site preparation work with its own
equipment and personnel and its employees do final preparation and cleaning
work on housing units.
At the Colorado developments the houses are designed by an outside
architect. The Company acts as general contractor but employs subcontractors
for all construction and site preparation work.
<PAGE>
The houses at the Freehold project are designed by an outside architect. A
75% owned subsidiary of the Company is the general contractor, but it employs
subcontractors for all construction and site preparation work.
The Company's housing is of frame construction, and the Company has no reason
to anticipate difficulty in obtaining all necessary materials as needed. At
Rio Rancho and the Colorado projects, the Company enters into contracts with
subcontractors and suppliers of materials pursuant to which prices are
established for a specific period, generally six months. Such contracts are
generally used for all subcontractors and all suppliers. The Company
generally uses more than one subcontractor for each trade and more than one
supplier of each type of material.
The Company's construction and development departments are headquartered at
Rio Rancho, New Mexico, but it has local project managers for its building
activities elsewhere.
DEVELOPMENT OPERATIONS
The Company develops housing sites which include those for sale at Rio
Rancho, Eldorado and in its projects in Denver. The development activity
includes the obtaining of necessary governmental approvals, installation of
utilities and necessary storm drains, and building or improving the roads.
The engineering work is performed by both outside firms and Company
employees, but development work generally is performed by outside contractors.
The Company sells developed residential lots to outside builders at Rio
Rancho, Eldorado and at several of its projects in Denver and, in addition,
sells undeveloped lots to outside builders and other commercial purchasers at
Rio Rancho. In fiscal 1997, the Company sold 184 lots at Rio Rancho (of
which the substantial majority were undeveloped) for an aggregate of
$2,464,000, 57 developed lots at Eldorado for an aggregate of $1,538,000 and
101 developed lots at the Denver projects for an aggregate of $2,720,000.
Rio Rancho
This project consists of 91,049 contiguous acres in Sandoval County, New
Mexico, near Albuquerque, of which some 72,200 acres have been platted into
approximately 110,500 homesite and commercial lots and 16,100 acres are
dedicated to community facilities, roads and drainage with the remainder
consisting of bulk unplatted land. At April 30, 1997, a total of
approximately 79,000 of the lots had been sold. The Company currently owns
approximately 25,000 acres at Rio Rancho, of which some 8,400 acres are in
contiguous blocks suitable for development. The balance is in scattered lots
which require the purchase of a sufficient number of adjoining lots to create
tracts suitable for development. Rio Rancho (most of the populated portion
of which is in an incorporated city) has a population of over 50,000.
Piped water is supplied to all homes by a city-owned water utility company
while electricity and telephone service are supplied by independent public
utility companies. Most homes are also serviced by piped gas and sewage
utilities. Sewage disposal for lots not serviced by the utility system is by
individual septic tank. The Company is required to make deposits with the
electric, gas, water and sewage companies when their utility lines are
extended to new sections. A substantial part of such deposits are returned
as houses are built and utility services commence.
Since early 1977, no lots have been sold except with houses on them or to
outside builders. Over 50,000 lots were sold prior to 1977, and most of
these are in areas where utilities have not yet been installed. However,
under the contracts pursuant to which the lots were sold, if utilities have
not reached the respective lot when the purchaser is ready to build a home,
the Company is obligated to exchange a lot in an area then serviced by water,
telephone and electric utilities for a lot of the purchaser, without cost to
the purchaser. The Company has not incurred significant costs related to
such exchanges.
<PAGE>
The commercial areas at Rio Rancho presently house in excess of 500 business
and professional offices, 15 shopping centers with over 1,250,000 square feet
of store and office space, and a 55,000 square foot office building largely
occupied by the Company. In addition, a number of individual office
buildings and stores are located throughout the community. Ten financial
institutions have offices at Rio Rancho. The industrial areas presently have
approximately 72 buildings with over 3,025,000 square feet, including a
manufacturing facility containing approximately 2,100,000 square feet built
and occupied by Intel Corporation.
Eldorado at Santa Fe
This subdivision, consisting of approximately 2,000 single-family homes on
6,000 acres platted into lots, is located 10 miles southeast of Santa Fe, New
Mexico. Approximately 60 lots remain to be sold.
Denver
The Company is currently developing approximately 160 acres of the 484 acre
Bradbury Ranch project into 582 lots. It intends to sell approximately half
of the lots to other builders and build and sell its own houses on the
remaining lots. The Company has sold 86 of these lots to other builders
through April 30, 1997. From time to time, the Company may also sell
developed lots from its other projects to builders; the Company sold an
additional 41 lots to other builders from one other project during fiscal
1997.
SALE OF NON-RESIDENTIAL TRACTS
The Company sells developed and undeveloped tracts at Rio Rancho to
commercial users and may sell tracts from its Bradbury Ranch property in
Parker, Colorado. In fiscal 1997, 23 tracts were sold at Rio Rancho at
prices ranging from approximately $15,000 to $1,244,000.
MARKETING
The Company's homes are generally purchased as principal residences. The
designs of the various models built by the Company are based on market
research, which is done principally by Company personnel. At Rio Rancho, the
Company sells its housing almost entirely from on-site models, both directly
and through brokers. At the Colorado developments, the Company sells its
housing through brokers operating out of on-site sales offices. At Freehold,
the Company sells directly from on-site models without brokers.
Industrial and commercial tracts at Rio Rancho are marketed by a separate
department, both directly and through brokers.
There is no significant seasonality to either housing or tract sales.
However, unusually severe winter weather can disrupt construction activities,
and when this occurs, there can be a slow down in housing sales in the
immediately ensuing months followed by a "bunching" as deliveries catch up.
<PAGE>
BACKLOG
Almost all contracts for the sale of housing sold by the Company
are subject to the buyer's ability to obtain financing. The
Company thus does not consider any such contracts to be firm,
although historically approximately 80% of the persons who signed
contracts to purchase housing actually closed their purchase.
At April 30, l997, the Company had signed contracts for the sale of
247 units of housing for an aggregate purchase price of
approximately $29,347,000. At April 30, l996, it had signed
contracts for 237 units with an aggregate purchase price of
approximately $28,729,000.
At April 30, l997, the Company also had contracts for the sale of
260 lots to builders for an aggregate purchase price of $6,220,000
and 5 contracts for the sale of commercial and industrial real
estate for an aggregate purchase price of $5,499,126. At April 30,
l996, it had contracts for the sale of 167 lots to builders for an
aggregate purchase price of $5,183,964 and 5 contracts for the sale
of commercial and industrial real estate for an aggregate purchase
price of $4,885,560.
COMPETITION
The construction and sale of homes is a highly competitive
business. Each of the Company's housing projects competes with
other builders who offer similarly priced housing. To a limited
extent, the Rio Rancho development competes with developments in
other places having climates attractive to those who wish to escape
the rigorous climates of the north, although a large majority of
the housing there is purchased by New Mexico residents.
Historically, the Company has generally concentrated on the
construction of affordable housing with relatively few options,
leaving custom house building and relatively expensive houses
generally to other builders. During the past several years, the
Company has been increasing the upper price level of its houses to
accommodate a full spectrum of middle income buyers. The Company
has recently entered the semi-custom market at its Rio Rancho
development.
MORTGAGE FINANCING
The ability of the Company to sell houses is dependent
upon the availability of adequate mortgage financing on terms
prospective customers can afford. At Rio Rancho, the Company
arranges mortgages principally with funds made available or
guaranteed by State Housing Authorities and the Federal Housing
Administration, and at all locations with various conventional
mortgage lenders.
MAGAZINE AND CIRCULATION OPERATIONS
Through its wholly-owned subsidiary, Kable News Company, Inc.
("Kable"), the Company (i) performs subscription fulfillment and
related services and (ii) distributes periodicals nationally and in
Canada and, to a small degree, overseas. As of July 1, 1997, Kable
employed approximately 1,340 persons, approximately 1,100 of whom were
involved in its fulfillment activities and 240 in distribution
activities. Kable maintains state of the art computer hardware and
software in support of its fulfillment and distribution operations.
<PAGE>
FULFILLMENT SERVICES
Kable's Fulfillment Services division performs a number of fulfillment
and fulfillment related activities, principally magazine subscription
fulfillment services, list services and product fulfillment services.
This division had grown rapidly in the years preceding 1995, and the
business was substantially increased with the acquisition in January
1995 of the business of Fulfillment Corporation of America, Inc.
("FCA"). Problems in converting FCA accounts to Kable's systems
resulted in unexpected expenses and a loss of customers and revenue,
but a major new customer was acquired during fiscal 1997 and division
revenues were only slightly down in fiscal 1997 from fiscal 1996. The
division accounted for 68% of Kable's total revenues in both fiscal
1996 and 1997.
In the magazine subscription fulfillment service operation, Kable
processes new orders, receives and accounts for payments, prepares
labels for mailing each issue, handles subscriber telephone inquiries
and correspondence, prepares renewal and statement notifications,
maintains subscriber lists and database, generates marketing and
statistical reports, and prints forms and promotional materials. Kable
performs all of these services for many clients, but some clients
utilized only certain of them. Although by far the largest number of
magazine titles for which Kable performs fulfillment services are
consumer publications, Kable also performs services for a number of
trade (business) publications utilizing the broad capabilities of its
extensive database system.
In August 1996, Kable commenced the processing of "sweepstakes" entries
for a major publisher, opening the envelopes mailed in by contestants,
furnishing the pertinent data electronically to the client and
performing certain incidental functions. Although it performed these
services for only two-thirds of the year, revenues from this activity
represented over 17% of the division's total revenues for fiscal 1997.
List services clients are primarily publishers. In this activity,
Kable maintains clients' customer lists, selects names for clients who
rent their lists, merges rented lists with the clients' lists to
eliminate duplication for clients' promotional mailings, and sorts and
sequences mailing labels to provide optimum postal discounts for
clients.
Product fulfillment services are provided primarily for Kable's
publisher clients. In this activity, it receives, warehouses,
processes and ships merchandise.
Kable now performs fulfillment services for approximately 340 different
magazine titles for some 230 clients and maintains approximately
16,000,000 active subscriber names for its client publishers. In a
typical month, Kable produces almost 16,400,000 mailing labels for its
client publishers and also produces and mails approximately 5,000,000
billing and renewal statements.
There are a large number of companies which perform fulfillment
services and with which Kable competes, two of which are much larger
than Kable. Since publishers utilize only a single fulfillment service
for a particular publication, there is intensive competition to obtain
fulfillment contracts with publishers. Kable has a staff whose primary
duty is to solicit fulfillment business.
DISTRIBUTION
In its distribution operation, Kable annually distributes magazines for
over 240 publishers. Among the titles are many special interest
magazines, including automotive, crossword puzzles, men's
sophisticates, comics, romance and sports. In a typical month, Kable
distributes to wholesalers over 32,700,000 copies of the various
titles. Kable purchases the publications from its publishers and sells
them to approximately 230 independent wholesale distributors in the
United States and Canada. The wholesale distributors in turn sell the
publications to individual retail outlets. All parties generally have
full return rights for unsold copies. In both fiscal 1997 and 1996,
distribution activities accounted for 32% of Kable's revenues.
<PAGE>
While Kable does not handle all publications of all of its publisher
clients, it usually is the exclusive distributor for the publications
it distributes. Kable generally does not physically handle any
product. It determines, in consultation with the wholesalers and
publishers, the number of copies of each issue to be distributed, and
generates and delivers to each publisher's printer shipping
instructions with the addresses of the wholesalers and the number of
copies of product to be shipped to each. All magazines have an "off
sale" date (generally the on-sale date of the next issue) following
which the retailers return unsold copies to the wholesalers, who
destroy them after accounting for returned merchandise in a manner
satisfactory to Kable.
A realignment of industry relationships in the distribution of
magazines started during fiscal 1996 and rapidly grew to major
proportions. It was triggered by the decision of certain major
retailers with multiple outlets to sharply reduce the number of
wholesalers with whom the retailers would deal. This has led to a
substantial reduction in the number of wholesalers through the merger
of certain wholesalers, the formation by certain other wholesalers of
cooperatives to bid for the business of such retailers, and the
complete retirement from the business by a number of wholesalers.
These changes contributed to a lower volume of magazine sales
industry-wide which had a consequential negative effect on Kable's
sales and profits. Management predicts that industry changes will
continue with the potential for further adverse consequences for
national distributors including Kable.
Kable has a distribution sales and marketing force which works with
wholesalers and retailers to promote product sales and to assist in
determining the number of copies of product to be delivered to each
retailer. The force presently is comprised of 90 full-time and 9
part-time workers.
Kable generally makes substantial advances to publishers against future
sales, which publishers may use for some printing, paper and production
costs prior to the product going on sale, but it is usually not paid by
wholesalers for product until some time after the product has gone on
sale. Kable is therefore exposed to potential credit risks with both
the publishers and the wholesalers. Its ability to make a profit is
dependent in part on its skill in estimating the number of copies of an
issue which should be printed and distributed and on limiting its
advances to the publisher accordingly.
There are five national distributors with whom Kable competes. Since
publishers utilize only a single distributor to distribute a particular
line, there is intensive competition between distributors to obtain
distribution rights from publishers. Each of these large competitors
is owned by or affiliated with a magazine publishing company. Such
companies publish a substantial portion of all magazines published in
the United States, and the competition for the distribution rights to
the remaining publications is intense.
COMPANY OFFICES
The Company's principal executive offices are in New York City in
leased offices. Real estate operations are centralized in Rio Rancho
in a modern office building owned by the Company, while the Denver,
Colorado division is operated from a leased office. Kable News has an
executive and sales office in New York City, and its operations are
centered in owned and leased facilities in Mt. Morris, Illinois, and
Marion, Ohio.
<PAGE>
EMPLOYEES
The Company has approximately 1,580 employees (including Kable), none
of whom is represented by a union. The Company provides retirement,
health and other benefits for its employees and considers its employee
relations to be good.
Item 2. Properties.
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The information contained in Item 1 of this report with respect to
properties owned by the Company is hereby incorporated herein by
reference.
Item 3. Legal Proceedings.
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The Registrant and/or its subsidiaries are involved in various claims
and legal actions incident to their operations, which in the opinion of
management based upon advice of counsel, will not materially affect the
consolidated financial position or results of operations of the
Registrant and its subsidiaries.
Item 4. Submission of Matters to a Vote of Security Holders.
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Not Applicable.
Executive Officers of Registrant
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Set forth below is certain information concerning persons who are
executive officers of Registrant.
Name Office Held Age
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Daniel Friedman Senior Vice President of Registrant since prior 62
to 1992; Chairman of the Board of Kable News
Company, Inc., a wholly-owned subsidiary of the
Registrant since prior to 1992.
James Wall Senior Vice President of Registrant since September 60
1992; Chairman of the Board of AMREP Southwest,
Inc., a wholly-owned subsidiary of Registrant, since
February 1996; President of AMREP Southwest, Inc.
since prior to 1992.
Mohan Vachani Senior Vice President-Chief Financial Officer of 55
Registrant since June 1993; Consultant to
Registrant from September 1992 to June 1993;
Vice President-Chief Financial Officer of
Bedford Properties, Inc., a real estate management
and development firm, from prior to 1992 until June
1993.
Valerie Asciutto Senior Vice President-General Counsel of Registrant 44
since April 1997; Vice President-General Counsel of
Registrant since 1992.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and
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Related Stockholder Matters
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The Registrant's common stock is traded on the New York Stock Exchange under
the symbol AXR. On July 25, 1997, there were approximately 2,600 holders of
record of the common stock. The Registrant has not paid any cash dividends,
and it has agreed in connection with certain long term borrowings not to pay
cash dividends in amounts exceeding one-half of the Registrant's net worth.
The range of high and low closing prices for the last two years by fiscal
quarter, is presented below:
FIRST SECOND THIRD FOURTH
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HIGH LOW HIGH LOW HIGH LOW HIGH LOW
---- ---- ---- ---- ---- ---- ---- ----
1997 5 1/8 4 5 1/2 4 1/8 5 3 7/8 4 5/8 3 1/2
1996 7 6 1/8 7 3/4 6 1/8 6 1/2 5 3/8 5 1/2 4 3/4
Item 6. Selected Financial Data
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(In thousands of dollars except per share amounts)
Year Ended April 30,
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1997 1996 1995 1994 1993
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Revenues $ 146,389 $ 161,802 $ 152,525 $ 126,088 $ 93,660
Net Income $ 7,282 $ 2,785 $ 4,015 $ 2,372 $ 41
Net Income Per Share $ 0.99 $ 0.38 $ 0.55 $ 0.33 $ 0.01
Total Assets $ 205,311 $ 181,796 $ 186,142 $ 178,857 $ 179,944
Notes Payable $ 79,295 $ 51,959 $ 56,229 $ 50,738 $ 31,899
Project Financing $ - $ 223 $ 2,891 $ 6,205 $ 41,228
Collateralized Mortgage $ 529 $ 2,209 $ 2,533 $ 4,406 $ 6,473
Obligations
Shareholders' Equity $ 75,834 $ 68,552 $ 65,921 $ 61,429 $ 54,102
Cash Dividends $ - $ - $ - $ - $ -
Item 7. Management's Discussion and Analysis of Financial
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Condition and Results of Operations.
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RESULTS OF OPERATIONS
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1997 versus 1996
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Total revenues for the year ended April 30, 1997 decreased approximately 9.5%
from fiscal 1996, reflecting a decrease in revenues from housing sales and
magazine circulation operations which was partially offset by higher revenues
from land sales.
Revenues from housing sales decreased approximately 23.5% in fiscal 1997 from
1996, resulting from a corresponding decrease in housing unit deliveries from
775 to 599. This decrease resulted from several factors, including a
lengthening of the regulatory approval process and delays in utility
installations in Colorado and New Mexico with resultant delays in the opening
of projects for sale during 1997, as well as a softer real estate market in
New Mexico in 1997 compared to 1996. The average selling price of homes was
comparable in both years ($114,600 in 1997 compared to $115,700 in 1996).
<PAGE>
The gross margin on housing sales decreased by approximately $6.6 million
principally due to the decrease in both the number of homes closed and gross
margin percentage. The gross margin percentage declined from 17% to 12% due
to a shift in the mix of projects from which homes were sold in 1997 compared
to 1996. Revenues and related gross profit from land sales increased by
approximately $8.0 million and $2.4 million, respectively in 1997 from 1996,
primarily due to an increase in the level of commercial and industrial lot
sales. The gross profit percentage on land sales decreased from 53% in 1996
to 42% in 1997 because of the mix of land sales between Colorado, Florida and
New Mexico. Land sale revenues and related gross profits can vary from year
to year as a result of the nature and timing of specific transactions, and
are not an indication of amounts that may be expected to occur in future
periods. As a result of these factors, gross profit from combined housing
and land sales decreased by approximately $4.2 million in fiscal 1997
compared to the prior year.
Revenue from magazine circulation operations declined approximately 5% from
1996 as a result of decreases in both Fulfillment Services and Newsstand
Distribution Services. Revenues in Fulfillment Services decreased about 5%
due to lower activity levels resulting from client losses in prior periods
which were only partially offset by additional revenues associated with new
contracts. Revenues from Newsstand Distribution Services decreased about 6%
due to a lower volume of retail magazine sales in 1997, which resulted in
part from a continuing trend of increasing magazine prices which began in
1996. In addition, a major realignment of industry relationships in the
distribution of magazines developed during 1996 which led to a substantial
reduction in the number of wholesalers which in some cases has allowed
wholesalers to delay payments to Kable and which has adversely impacted sales
and profits.
Operating expenses of magazine circulation operations decreased by
approximately $1.8 million (4%) in 1997 from 1996, which has been in response
to and partially offset the revenue decrease discussed above. Operating
expenses as a percentage of revenues amounted to 82% and 81% in 1997 and
1996, respectively. As a result of these factors, operating income of the
magazine circulation operations decreased by approximately $900,000 from 1996.
Real estate commissions and selling expenses increased by approximately 7%
over 1996 because of marketing costs associated with the start up of
additional projects in Colorado. Real estate and corporate general and
administrative expenses decreased by approximately 26% as a result of ongoing
cost reduction measures adopted in response to the lower volume of activity
in 1997. In addition, 1996 amounts included the accrual of amounts due under
the terms of an employment contract with the Company's former Chief Executive
Officer who left office during 1996 due to a disability.
Interest expense increased by about 3% due to higher average borrowings for
the magazine circulation operations and higher average interest rates. In
addition, in fiscal 1997 the financial statements reflect a net benefit for
income taxes in the amount of $5.6 million as a result of an adjustment of
$6.25 million to the provision for Deferred Income Taxes following the
conclusion of certain federal tax audits. See Note 9 to the consolidated
financial statements.
1996 versus 1995
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Total revenues for the year ended April 30, 1996 increased 6% over
fiscal 1995, reflecting higher revenues from both housing sales and magazine
circulation operations, partially offset by lower revenues from land sales.
Revenues from housing sales increased approximately 2% in fiscal 1996 over
1995, resulting from an increase in the average selling price of homes closed
from $102,200 to $115,700, which offset a decrease in housing unit deliveries
from 862 to 775. The increases in the average selling prices on homes closed
from 1995 to 1996 results both from price increases and a shift to the
building of larger, more expensive houses in Rio Rancho. The gross margin on
housing sales increased by approximately $3.7 million over fiscal 1995,
resulting from price increases, as well as the favorable effect of production
strategies and efficiencies introduced in the prior two fiscal years.
Revenues and related gross profit from land sales decreased from fiscal 1995,
primarily due to a decrease in the level of commercial and industrial lot
sales. As a result of these factors, gross profit from combined housing and
land sales increased by approximately $1.8 million in fiscal 1996, compared
to the prior year.
<PAGE>
Revenues from magazine circulation operations increased approximately 23% in
fiscal 1996 from 1995, primarily due to the acquisition in January 1995 of
the business of Fulfillment Corporation of America ("FCA") and the inclusion
of FCA's operations as part of Kable for a full year in 1996, as opposed to
only four months in 1995. As a result, Fulfillment Services revenues
increased 40% in 1996 compared to 1995. Revenues from the Newsstand
Distribution Services, however, decreased approximately 3% in fiscal 1996 due
to decreased retail magazine sales. This decrease resulted in part from
paper cost increases in the publishing industry which in turn caused
increased magazine cover prices or, in some cases, reduced print quantities
and product qualities of magazines thereby leading to some consumer
resistance. In addition, a major realignment of industry relationships in
the distribution of magazines developed rapidly during 1996, which led to a
substantial reduction in the number of wholesalers. These changes adversely
impacted Kable's sales and profits. At the same time, operating expenses
increased to 81% of magazine circulation revenues in 1996 from 74% in 1995.
These expenses increased in part due to unforeseen problems in converting
accounts from the FCA systems to its own, which resulted in unexpected
expenses and some loss of customers and revenues in fiscal 1996. However,
management believes that these problems were corrected. Primarily as a
result of these factors, operating income from magazine circulation
operations decreased by approximately $2.3 million over the prior year.
Real estate commissions and selling expenses remained comparable in
fiscal 1996 and fiscal 1995, and were the same percentage of related revenues
in both years. Real estate and corporate general and administrative expenses
increased by approximately 19% in fiscal 1996 compared to 1995, primarily as
a result of the accrual of amounts due under the terms of an employment
contract with the Company's former Chief Executive Officer, who left office
during 1996 due to a disability, increased pension plan expense resulting
from lower than assumed investment performance in 1994 and additional
employees in the plan, and professional fees related to the Company's
contested tax examinations with the Internal Revenue Service ("IRS").
Interest expense increased in fiscal 1996 due primarily to higher
average borrowings for the magazine circulation operations and higher average
interest rates, since a large portion of the Company's borrowings are related
to the prime rate. Revenues less costs and expenses from interest and other
operations decreased by approximately $350,000, due to various non-recurring
matters last year.
Inflation
- ---------
During the past three years, revenues and costs have been affected to a
modest extent by inflation.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
During the past several years, the Company has financed its operations
from internally generated funds from home and land sales and magazine
circulation operations, and from borrowings under its various lines-of-credit
and construction loan agreements.
Cash Flows From Financing Activities
- ------------------------------------
At April 30, 1997, the Company had line-of-credit arrangements with
several financial institutions collateralized by various assets which,
subject to collateral availability, amounted to an aggregate borrowing
availability of $77.3 million. One of these lines (under which $35.0 million
was available against which approximately $34.4 million was outstanding as of
April 30, 1997) is available for Kable News Company operations. Borrowings
under this line-of-credit, which expires August 31, 1998, must be
collateralized 125% or more by certain Kable accounts receivable. The
line-of-credit agreement limits the payment of dividends by, and loans from,
Kable to the Company.
<PAGE>
The other borrowings are used principally to support real estate
construction in New Mexico and Colorado. These loans are collateralized by
certain real estate assets and are subject to available collateral and
various financial performance and other covenants. At April 30, 1997, the
maximum available totaled $42.3 million for which collateral of $27.5 million
was available and against which approximately $27.1 million was drawn. The
Company also has borrowed approximately $4.0 million in connection with the
acquisition of the land for one of its Colorado projects.
Notes payable outstanding, including lines-of-credit discussed above,
were $79.3 million at April 30, 1997, compared to $52.0 million at April 30,
1996, and $56.2 million at April 30, 1995. The increase at April 30, 1997,
compared to 1996, results from additional development and expansion activity
in Colorado, and the initial development on several sites in New Mexico, as
well as additional borrowings under Kable's line-of-credit due to increased
accounts receivable balances.
The Company anticipates timely renewing, extending or replacing those loan
agreements which become due in fiscal 1998. The Company is also having
discussions with other lenders seeking additional working capital, although
there are no assurances these discussions will be fruitful.
At April 30, 1997, the Company has reclassified approximately $13.9 million
from previously established deferred income taxes to taxes payable. As
discussed more fully in Note 10 to the consolidated financial statements, the
Company expects that these taxes, which includes interest thereon, will be
payable in varying amounts in succeeding years as the result of tax
examinations by the IRS which are either in various stages of completion or
expected to be undertaken.
Cash Flows From Operating Activities
- ------------------------------------
Inventories amounted to $86.1 million at April 30, 1997, compared to $71.9
million and $72.5 million at April 30, 1996 and 1995, respectively. The
increase at April 30, 1997 is due to the acquisition and initial development
of several real estate projects in connection with the Company's expansion
into the Colorado market as well as initial development on several new sites
in New Mexico. This activity also caused the increase in accounts payable,
deposits and accrued expenses at April 30, 1997 compared to prior periods.
Receivables increased by approximately $3.9 million at April 30, 1997
compared to the prior year, primarily because of the delayed payments by
Kables's wholesalers referred to above.
Cash Flows From Investing Activities
- ------------------------------------
Capital expenditures decreased in 1997 because the 1996 amounts had included
the costs of a new reservoir and water line extensions at the Company's water
utility plant at El Dorado, as well as a major renovation at the Kable
headquarters building in Illinois. The Company believes that its available
funds will be adequate to provide for anticipated capital expenditures.
The Company believes that cash provided from operations together with
existing cash balances, its lines-of-credit and development and construction
loans will be sufficient to maintain liquidity at a satisfactory level.
As discussed in Notes 9 and 10 to the consolidated financial statements, the
Company has reached an agreement with the IRS to resolve all outstanding
issues resulting from the IR's examination of tax years 1984 through 1989,
and has paid all amounts due. In addition, the Company has reclassified a
portion of the previously established deferred tax liability, and established
an equivalent liability for Taxes Payable (including anticipated interest
thereon through the expected date of payment ), in the amount of $13.9
million, which represents a tax treatment for amounts due in the tax years
1990 through 1995 consistent with the matters resolved in 1997. The exact
amount of taxes and interest attributable to any given tax year will only be
known and payable after the IRS completes its review and computes the amount
of the adjustment for such year. The Company believes that with cash on
hand, anticipated earnings and bank lines, it will be able to pay the amounts
reclassified as Taxes Payable when they become due. For tax years beginning
in 1996, the Company's taxes have been calculated in a manner consistent with
tax regulations, and the 1997 agreement with the IRS.
Item 8. Financial Statements and Supplementary Data.
- ------- --------------------------------------------
[See next page]
<PAGE>
Report of Independent Public Accountants
To the Shareholders and
Board of Directors of
AMREP Corporation:
We have audited the accompanying consolidated balance sheets of AMREP
Corporation and subsidiaries as of April 30, 1997 and 1996, and the related
consolidated statements of income, shareholders' equity and cash flows for
each of the three years in the period ended April 30, 1997. These financial
statements and the schedule referred to below are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of AMREP Corporation and
subsidiaries as of April 30, 1997 and 1996, and the results of their
operations and their cash flows for each of the three years in the period
ended April 30, 1997 in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index of
financial statements is presented for the purpose of complying with the
Securities and Exchange Commission's rules and is not part of the basic
financial statements. This schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in
our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic financial
statements taken as a whole.
ARTHUR ANDERSEN
LLP
Albuquerque, New
Mexico June 11, 1997
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
----------------------------------
CONSOLIDATED BALANCE SHEETS (Page 1 of 2)
-----------------------------------------
APRIL 30, 1997 AND 1996
-----------------------
(Dollar amounts in thousands)
ASSETS 1997 1996
------- ------------ ----------
CASH AND CASH EQUIVALENTS $ 16,178 $ 7,607
RECEIVABLES, net:
Real estate operations 10,486 11,371
Magazine circulation operations 43,015 38,234
REAL ESTATE INVENTORY 86,102 71,916
INVESTMENT PROPERTY 6,413 8,042
OTHER REAL ESTATE INVESTMENTS 4,893 8,211
PROPERTY, PLANT AND EQUIPMENT,
at cost, net of accumulated
depreciation and amortization 18,974 16,995
OTHER ASSETS 14,059 14,215
EXCESS OF COST OF SUBSIDIARY
OVER NET ASSETS ACQUIRED 5,191 5,205
---------- ----------
TOTAL ASSETS $ 205,311 $ 181,796
========== ==========
The accompanying notes to consolidated financial statements are an
integral part of these consolidated balance sheets.
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
----------------------------------
CONSOLIDATED BALANCE SHEETS (Page 2 of 2)
-----------------------------------------
APRIL 30, 1997 AND 1996
-----------------------
(Dollar amounts in thousands, except par value)
LIABILITIES AND SHAREHOLDERS' EQUITY 1997 1996
------------------------------------ ------------ ----------
ACCOUNTS PAYABLE, DEPOSITS AND
ACCRUED EXPENSES $ 30,081 $ 30,713
NOTES PAYABLE:
Amounts due within one year 24,833 16,923
Amounts subsequently due 54,462 35,036
TAXES PAYABLE:
Amounts due within one year 512 2,300
Amounts subsequently due (including interest) 13,923 -
COLLATERALIZED MORTGAGE OBLIGATIONS AND OTHER 529 2,432
DEFERRED INCOME TAXES 5,137 25,840
---------- ----------
TOTAL LIABILITIES 129,477 113,244
---------- ----------
COMMITMENTS AND CONTINGENCIES (Note 10)
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
shares authorized--20,000,000;
shares issued --7,398,677 in 1997 and 1996 740 740
Capital contributed in excess of par value 44,928 44,928
Retained earnings 30,346 23,064
Treasury stock, at cost; 30,027 shares (180) (180)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 75,834 68,552
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 205,311 $ 181,796
========== ==========
The accompanying notes to consolidated financial statements are an
integral part of these consolidated balance sheets.
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
----------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Amounts in thousands, except per share amounts)
Year ended April 30,
--------------------------------------
1997 1996 1995
---------- ----------- ------------
REVENUES:
Real estate operations-
Home and condominium sales $ 68,647 $ 89,697 $ 88,084
Land sales 16,891 8,901 11,734
--------- --------- ---------
85,538 98,598 99,818
Magazine circulation operations 53,827 56,693 46,186
Interest and other operations 7,024 6,511 6,521
--------- --------- ---------
146,389 161,802 152,525
--------- --------- ---------
COSTS AND EXPENSES:
Real estate cost of sales 70,057 78,891 81,939
Operating expenses-
Magazine circulation operations 43,966 45,785 34,257
Real estate commissions and selling 6,850 6,373 6,492
Other operations 6,635 6,376 7,014
General and administrative-
Real estate operations and
corporate 6,683 9,083 7,621
Magazine circulation operations 6,428 6,728 5,388
Interest, net 4,050 3,925 3,086
--------- --------- ---------
144,669 157,161 145,797
--------- --------- ---------
INCOME BEFORE INCOME TAXES 1,720 4,641 6,728
BENEFIT (PROVISION) FOR INCOME TAXES 5,562 (1,856) (2,713)
--------- --------- ---------
NET INCOME $ 7,282 $ 2,785 $ 4,015
========= ========= =========
NET INCOME PER SHARE $ 0.99 $ 0.38 $ 0.55
========= ========= =========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 7,369 7,384 7,345
========= ========= =========
The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
----------------------------------
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
-----------------------------------------------
(Amounts in thousands)
Capital
Contributed Treasury
Common Stock In Excess Retained Stock
Shares Amount of Par Value Earnings at Cost Total
------ ------ ------------ -------- ------- --------
BALANCE, April 30, 1994 7,298 $ 730 $ 44,435 $ 16,264 $ - $ 61,429
Net income - - - 4,015 - 4,015
Exercise of stock
options 96 9 468 - - 477
----- ----- -------- -------- ------ --------
BALANCE, April 30, 1995 7,394 739 $ 44,903 20,279 - 65,921
Net income - - - 2,785 - 2,785
Exercise of stock
options 5 1 25 - - 26
Treasury stock
purchased - - - - (180) (180)
----- ----- -------- -------- ------ --------
BALANCE, April 30, 1996 7,399 740 44,928 23,064 (180) 68,552
Net income - - - 7,282 - 7,282
----- ----- -------- -------- ------ --------
BALANCE, April 30, 1997 7,399 $ 740 $ 44,928 $ 30,346 $ (180) $ 75,834
===== ===== ======== ======== ====== ========
The accompanying notes to consolidated financial statements are an
integral part of these consolidated sheets.
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
----------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Amounts in thousands)
Year ended April 30,
-----------------------------------
1997 1996 1995
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 7,282 $ 2,785 $ 4,015
Adjustments to reconcile net income
to net cash (used) provided by
operating activities-
Depreciation and amortization 2,743 2,309 1,956
Changes in assets and liabilities-
Receivables - net (3,896) 250 (188)
Real estate inventory (14,302) 745 (1,362)
Investment property 1,629 512 (147)
Other real estate investments 3,318 3,411 2,552
Other assets (757) (223) (1,069)
Accounts payable, deposits and accrued 168 (978) (2,199)
expenses
Taxes payable 12,135 1,943 357
Deferred income taxes (20,703) (680) 2,356
Gain from exchange of real estate inventory
for accounts payable (579) - -
-------- --------- --------
Net cash (used) provided by operating
activities (12,962) 10,074 6,233
-------- --------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,900) (5,358) (3,116)
Proceeds from sale of property, plant and - 861 -
equipment
Payment for Fulfillment Corporation of - - (1,744)
America - net
Other - net - - 600
-------- --------- --------
Net cash used by investing activities (3,900) (4,497) (4,260)
-------- --------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing 66,225 28,226 35,996
Principal debt payments (40,792) (35,488) (35,803)
Proceeds from the sale of stock and exercise
of stock options - 26 477
-------- --------- --------
Net cash provided (used) by financing
activities 25,433 (7,236) 670
-------- --------- --------
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 8,571 (1,659) 2,643
CASH AND CASH EQUIVALENTS, beginning of year 7,607 9,266 6,623
--------- --------- ---------
CASH AND CASH EQUIVALENTS, end of year $ 16,178 $ 7,607 $ 9,266
========= ========= =========
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid - net of amounts
capitalized $ 3,903 $ 3,634 $ 3,356
========= ========= =========
Income taxes paid $ 2,673 $ 553 $ 233
========= ========= =========
Purchase of treasury stock resulting
in a decrease of receivable due from
seller $ - $ 180 $ -
========= ========= =========
Transfer from property, plant and
equipment to real estate inventor $ 105 $ - $ -
========= ========= =========
Exchange of real estate inventory for
accounts payable:
Real estate inventory $ 221 $ - $ -
========= ========= =========
Accounts payable $ 800 $ - $ -
========= ========= =========
The accompanying notes to consolidated financial statements are an
integral part of these consolidated sheets.
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
----------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES:
-------------------------------------------------------------------
Principles of consolidation
---------------------------
The consolidated financial statements include the accounts of AMREP
Corporation ("Company"), an Oklahoma corporation, and its
subsidiaries. The Company's principal subsidiaries, which are
wholly-owned, are AMREP Southwest, Inc. and Kable News Company, Inc..
All significant intercompany accounts and transactions have been
eliminated in consolidation.
The consolidated balance sheets are presented in an unclassified
format, since the Company operates in the real estate industry and its
operating cycle is greater than one year.
Home and condominium sales
--------------------------
Sales of homes and condominiums and related costs and expenses are
recorded when title and other attributes of ownership have been
conveyed to the buyer by means of a closing. Payments received from
buyers prior to closing are recorded as deposits.
Land sales
----------
Land sales are recorded when the parties are bound by the terms of the
contract, all consideration (including adequate cash) has been
exchanged and all conditions precedent to closing have been performed.
Profit is recorded either in its entirety or on the installment method
depending upon, among other things, the ability to estimate the
collectibility of the unpaid sales price. In the event the buyer
defaults on his obligation, the property is taken back into inventory
or investment property at its receivable balance, net of any deferred
profit, but not in excess of fair market value less estimated costs to
sell. Until a sale has been recorded, revenues are deferred and total
customer payments are reflected as deposits.
Magazine circulation operations
-------------------------------
Revenues from distribution of periodicals and subscription fulfillment
activities represent commissions earned from the distribution of
publications for client publishers and fees earned from subscription
fulfillment activities. Magazine distribution revenues are recorded at
the time the publications go on sale and subscription revenues are
recorded when earned. The publications generally are sold on a fully
returnable basis, which is in accordance with prevailing trade
practice. All publications are billed after shipment, however, since
they are fully returnable if not ultimately sold to consumers, the
Company provides for estimated returns by charges to income which are
based on sales experience.
Real estate inventory
---------------------
Homes and condominiums completed or under construction are stated at
the lower of net realizable value or cost, including interest costs
capitalized during construction.
Land and improvements are stated at the lower of net realizable value
or cost (except in certain instances where property is repossessed as
discussed above under "Land sales") which includes the development
cost, certain amenities, capitalized interest and capitalized real
estate taxes. These costs are allocated to individual homesites within
each section of a community.
<PAGE>
Valuation reserves on real estate inventory are determined on a project
by project basis.
Investment property
-------------------
Investment property represents vacant, undeveloped land not held
for development in the normal course of business. Investment
property is stated at the lower of net realizable value or cost,
except in certain instances where property is repossessed as
discussed above under "Land sales".
Property, plant and equipment
-----------------------------
Items capitalized as part of property, plant and equipment are recorded
at cost. Expenditures for maintenance and repair and minor renewals are
charged to expense as incurred, while those expenditures which improve
or extend the useful life of existing assets are capitalized.
Upon sale or other disposition of assets, their cost and the related
accumulated depreciation or amortization are removed from the accounts
and the resulting gain or loss, if any, is reflected in operations.
Depreciation and amortization of property, plant and equipment are
provided principally by the straight-line method at various rates
calculated to amortize the book values of the respective assets over
their estimated useful lives which range from 5 to 50 years for utility
plant and equipment and 3 to 40 years for all other property, plant and
equipment.
Excess of cost of subsidiary over net assets acquired
-----------------------------------------------------
The excess of cost of subsidiary over assets acquired reflects a
purchase made prior to October 31, 1970, the effective date of APB
Opinion No. 17. Such excess of cost is not being amortized to
operations as management is of the opinion that there has been no
diminution of value.
Federal income taxes
--------------------
The Company and its subsidiaries file a consolidated federal income tax
return. Deferred taxes are provided for the income tax effect of
temporary differences in reporting transactions for financial and tax
purposes.
Net income per share
--------------------
Net income per common share outstanding is based on the weighted
average number of common shares outstanding during each year. Common
share equivalents (stock options) were excluded from the income per
share computations because of their insignificant effect for all years
presented.
Consolidated statements of cash flows
-------------------------------------
Cash equivalents consist of short term, highly liquid investments which
have an original maturity of ninety days or less, and that are readily
convertible into cash.
Management's estimates and assumptions
--------------------------------------
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
<PAGE>
Adoption of New Pronouncements
------------------------------
In March 1995, the Financial Accounting Standards Board("FASB") issued
Statement of Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be
Disposed of". The provisions of SFAS No. 121 were implemented by the
Company in fiscal 1997, and there was no material effect on the
Company's financial position or results of operations based on the
adoption of this statement.
In October 1995, the FASB issued SFAS No. 123, "Accounting for
Stock-Based Compensation". The Company has adopted the disclosure-only
provisions of SFAS No. 123. Stock options granted have been issued at
the fair market value of the Company's stock at the date of grant.
Accordingly, no compensation expense has been recognized with respect
to the stock option plans. Further, the amount of additional
compensation disclosable under the disclosure-only provisions of SFAS
No. 123 is immaterial in fiscal 1997 and 1996.
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share",
which is effective for periods ending after December 15, 1997, at which
time it will require restatement of prior-period earnings per share
calculations. Based upon a preliminary determination, the Company does
not anticipate that there will be a material difference between net
income per share as presented, and basic earnings per share calculated
in accordance with SFAS No. 128.
Financial statement presentation
--------------------------------
Certain amounts in the 1996 and 1995 consolidated financial statements
have been reclassified to conform with the 1997 presentation.
(2) RECEIVABLES:
------------
Receivables consist of:
April 30,
--------------------------
1997 1996
------------ ------------
(Thousands)
Real estate operations-
Mortgage and other receivables $ 10,658 $ 9,647
Allowance for doubtful accounts (690) (598)
--------- ---------
9,968 9,049
Mortgages securing collateralized
mortgage obligations (see Note 7) 518 2,322
------------ ------------
$ 10,486 $ 11,371
============ ============
Magazine circulation operations-
Accounts receivable (maturing within
one year) $ 98,579 $ 96,174
Allowances for-
Estimated returns (54,301) (56,020)
Doubtful accounts (1,263) (1,920)
------------ ------------
$ 43,015 $ 38,234
============ ============
<PAGE>
Mortgage and other receivables bear interest at rates ranging from 7.0%
to 12.0% and result primarily from land sales. Magazine circulation
operations receivables collateralize a general purpose line-of-credit
utilized for the magazine circulation operations (see Note 7).
The Company extends credit to various companies in the real estate and
magazine circulation industries which may be affected by changes in
economic or other external conditions. The Company's policy is to
manage its exposure to credit risk through credit approvals and limits
and, where appropriate, to be secured by collateral, and to provide an
allowance for doubtful accounts for potential losses. Management does
not believe that the Company is exposed to concentrations of credit
risk that are likely to have a material impact on the Company's
financial position or results of operations.
Maturities of principal on real estate receivables, exclusive of
mortgages securing collateralized mortgage obligations, at April 30,
1997 are as follows (in thousands): 1998 - $5,825; 1999 - $1,235; 2000
- - $1,241; 2001 - $220; 2002 - $5 and thereafter - $2,132.
(3) REAL ESTATE INVENTORY:
----------------------
Real estate inventory consists of:
April 30,
-----------------------
1997 1996
----------- ----------
(Thousands)
Land and improvements held for sale or
development, net of valuation allowance of
$2,459 at April 30, 1997 and $2,580 at April
30, 1996 $ 63,025 $ 55,839
Homes and Condominiums-
Land and improvements 7,930 5,028
Construction costs 15,147 11,049
----------- ----------
$ 86,102 $ 71,916
=========== ==========
Accumulated capitalized interest costs included in real estate
inventory at April 30, 1997 and 1996 were $4,872,000 and $3,744,000,
respectively. Interest costs capitalized during fiscal 1997, 1996 and
1995 were $2,543,000, $1,980,000 and $1,817,000, respectively.
Accumulated capitalized real estate taxes included in the inventory of
land and improvements at April 30, 1997 and 1996 were $4,853,000 and
$5,023,000, respectively. Real estate taxes capitalized during fiscal
1997, 1996 and 1995 were $157,000, $166,000 and $133,000,
respectively. Previously capitalized interest costs and real estate
taxes charged to real estate cost of sales were $1,741,000, $1,272,000
and $906,000 in fiscal 1997, 1996 and 1995, respectively.
(4) OTHER REAL ESTATE INVESTMENTS:
------------------------------
Investments in rental and other real estate projects consist of the
following:
April 30,
-----------------------
1997 1996
---------- -----------
(Thousands)
The Classic limited partnership interest $ 2,353 $ 2,353
PERMA (the Freehold Clark Limited Partnership)
total assets 2,540 5,858
---------- -----------
$ 4,893 $ 8,211
========== ===========
<PAGE>
The Classic
-----------
A subsidiary of the Company is a 50% limited partner in a 300 unit
congregate living facility in West Palm Beach, Florida, which was
completed in fiscal 1991. Pursuant to a reorganization agreement
finalized in 1994 by which the Company converted its general partner
interest in this project to a limited partnership interest, the Company
may, at its option, fund cash requirements of the project in order to
protect its investment. During fiscal 1995, the Company funded
$680,000 of additional cash requirements; no amounts were funded in
fiscal 1996 or 1997.
PERMA (the Freehold Clark Limited Partnership)
----------------------------------------------
PERMA Corporation ("PERMA"), a wholly-owned subsidiary of the Company,
has a 50% general partnership interest in a real estate project which
was formed to develop and market a 380 unit condominium housing project
in Freehold, New Jersey. PERMA also has a 75% ownership interest in a
related construction company. As a result, the financial statements of
these entities are included in the Company's consolidated financial
statements.
The investment in the PERMA Project and related project financing are
as follows:
April 30,
-----------------------
1997 1996
----------- ----------
(Thousands)
Land and improvements $ 9 $ 1,773
Homes inventory 2,198 3,083
----------- ----------
2,207 4,856
Other-
Deposits in escrow and collateral 91 247
accounts
Other assets 242 755
----------- ----------
Total investment $ 2,540 $ 5,858
=========== ==========
Project financing (see Note 7) $ - $ 223
=========== ==========
As of April 30, 1997, 358 units have been completed and closed. The
final 22 units are currently under construction, of which 7 units are
sold but not yet closed.
Accumulated capitalized interest costs included in this project at
April 30, 1997 and 1996 were $509,000 and $964,000, respectively.
Interest costs capitalized during fiscal 1997, 1996 and 1995 were
$463,000, $442,000 and $863,000, respectively. Previously capitalized
interest costs charged to real estate cost of sales were $918,000,
$1,211,000 and $1,385,000 in fiscal 1997, 1996 and 1995, respectively.
Saratoga Square Homes
---------------------
During fiscal 1995, a subsidiary of the Company entered into a joint
venture arrangement for the development and construction of 42
two-family homes in New York City. During fiscal 1997, 41 of these
units were sold and closed, and the Company recognized revenue of
$498,000 which is included in Interest and other operations in the
accompanying consolidated statements of income. As of April 30, 1997
and 1996, the Company's investment in this project, which is accounted
for on the equity method, was not significant.
<PAGE>
(5) PROPERTY, PLANT AND EQUIPMENT:
------------------------------
Property, plant and equipment consists of:
April 30,
------------------------
1997 1996
----------- -----------
(Thousands)
Land, buildings and improvements $ 11,461 $ 10,742
Furniture and fixtures 11,914 9,578
Utility plant and equipment 7,506 6,880
Other 1,625 1,591
----------- -----------
32,506 28,791
Accumulated depreciation and
amortization (13,532) (11,796)
----------- -----------
$ 18,974 $ 16,995
=========== ===========
Depreciation charged to operations amounted to $1,816,000, $1,630,000
and $1,356,000 in fiscal 1997, 1996 and 1995, respectively.
(6) OTHER ASSETS:
-------------
Other assets are comprised of:
April 30,
------------------------
1997 1996
----------- -----------
(Thousands)
Prepaid expenses and other deferred $ 6,325 $ 5,729
charges, net
Purchased magazine distribution
contracts,
net of accumulated amortization of 2,674 3,102
$1,605 and $1,177 in 1997 and 1996,
respectively
Security deposits 2,480 3,405
Escrow monies and collateral deposits 930 568
Other 1,650 1,411
----------- -----------
$ 14,059 $ 14,215
=========== ===========
Amortization related to deferred charges and distribution contracts was
$913,000, $679,000 and $600,000 for the fiscal years ended April 30,
1997, 1996 and 1995, respectively.
<PAGE>
(7) DEBT FINANCING:
---------------
Debt financing consists of:
April 30,
-----------------------
1997 1996
---------- ----------
(Thousands)
Notes payable -
Line-of-credit borrowings -
Real estate operations and other $ 27,146 $ 13,846
Magazine circulation operations 34,377 23,591
Mortgages and other notes payable 16,258 11,130
Fixed rate note 564 2,257
Utility note payable 950 1,135
---------- ----------
79,295 51,959
Collateralized mortgage obligations (see 529 2,209
Note 2)
PERMA Project financing (see Note 4) - 223
---------- ----------
$ 79,824 $ 54,391
========== ==========
Maturities of principal on notes payable at April 30, 1997 are as
follows (in thousands): 1998 - $24,833; 1999 - $48,132; 2000 - $3,760;
2001 - $1,562; 2002 - $658 and thereafter - $879.
Line-of-credit borrowings
-------------------------
The Company has several loan arrangements with various financial
institutions to support real estate operations. These loans have a
total maximum amount available for borrowings of approximately $42.3
million, for which collateral of $27.5 million was available and
against which approximately $27.1 million was drawn as of April 30,
1997. These borrowings, which have maturities ranging from fiscal 1998
through fiscal 2000, bear interest ranging from the prime rate (8.5% at
April 30, 1997) plus 1.0% to 2.0% (with a weighted average effective
rate of interest of approximately 9.7% at April 30, 1997), are
collateralized by certain real estate assets and are subject to certain
financial performance and other covenants. The Company was not in
compliance with a performance covenant on one loan at April 30, 1997,
for which it has obtained a waiver. The president of one of the
Company's subsidiaries, who is also a member of the Board of Directors
of the Company, serves as a member of the board of directors of the
financial institution from which $12.3 million of these lines-of-credit
were obtained.
At April 30, 1997, the Company had drawn $34.4 million against an
additional $35.0 million line-of-credit arrangement which is generally
restricted to magazine circulation operations. Borrowings under this
line-of-credit agreement bear interest at the prime rate plus .5% or,
at the Company's option, at LIBOR plus 2.75%, and are collateralized by
accounts receivable arising from magazine circulation operations. This
agreement also contains various financial performance and other
restrictive covenants which, among other things, limit the payment of
dividends, annual capital expenditures and loans from the magazine
circulation subsidiary to the Company. The Company was not in
compliance with a financial performance covenant at one time in fiscal
1997, and obtained a waiver. Borrowings pursuant to this
line-of-credit agreement are due August 31, 1998.
The Company anticipates renewing, extending or replacing certain of
these loan agreements as they become due in fiscal 1998. The Company
is also having discussions with other lenders seeking additional
working capital, although there are no assurances these discussions
will be fruitful.
<PAGE>
Mortgages and other notes payable
---------------------------------
Mortgages and other notes payable had interest rates ranging from 6.4%
to 11.4% at April 30, 1997, and are primarily collateralized by
property, plant and equipment and certain land inventory. These
borrowings have maturities ranging from fiscal 1998 through fiscal 2011.
Fixed rate note
---------------
The fixed rate note balance as of April 30, 1997 was $564,000. The
loan matures on August 1, 1997, and has an interest rate of 7.5%.
Utility note payable
--------------------
The Company has a note in the amount of $950,000 at April 30, 1997,
maturing November 1, 2001 with monthly installments of principal and
interest at 1.5% above the prime rate. This note is collateralized by
certain utility plant and equipment and other utility assets.
Collateralized mortgage obligations
-----------------------------------
Collateralized mortgage obligations (CMO's), with original principal
balances aggregating $13,750,000, were issued in fiscal year 1986
through 1988, through an unrelated financial intermediary. Interest
rates range from 7.6% to 12.5% per annum, with stated maturities,
assuming no prepayments, from January, 2015 to October, 2017. Actual
maturities vary to the extent of principal prepayments on the mortgage
loans collateralizing the CMO's. These CMO's are collateralized only
by the principal and the accrued interest receivable (see Note 2) of
the related mortgage loans.
(8) BENEFIT PLANS:
--------------
Stock option plans
------------------
A summary of activity in the Company's 1992 Stock Option Plan, the
Non-Employee Directors Option Plan and the 1982 Incentive Stock Option
Plan is presented below:
Year Ended April 30,
-------------------------------------
1997 1996 1995
----------- ----------- -----------
Common stock options
outstanding at beginning of
year 121,000 225,600 249,325
Granted at $5.13 to $8.88 per
share 3,500 3,000 96,500
Options exercised at $4.06 to
$7.44 per share - (5,000) (96,025)
Expired or cancelled (39,000) (102,600) (24,200)
----------- ----------- -----------
Common stock options
outstanding at end of year 85,500 121,000 225,600
=========== =========== ===========
Available for future grant at
year end 272,250 201,750 186,750
=========== =========== ===========
During fiscal 1993, the shareholders approved the 1992 Stock Option
Plan as well as the Non-Employee Directors Option Plan for which
315,000 and 15,000 shares, respectively, were reserved. At April 30,
1997, options to purchase 73,500 shares under the Stock Option Plan and
12,000 shares under the Non-Employee Directors Option Plan were
outstanding at exercise prices ranging from $5.13 to $8.88 per share
and 238,250 and 34,000 shares were available for future grant,
respectively. Outstanding options heretofore granted are exercisable
over a two to four year period beginning one year from date of grant.
As of April 30, 1997, 80,500 options were exercisable under the
Company's stock option plans.
<PAGE>
Under the Company's 1992 Stock Option Plan shares are reserved for
issuance to officers and other key employees. Options may be granted
in such amounts, at such times, and with such exercise prices as the
stock option committee may determine. The Non-Employee Directors
Option Plan provides for an automatic issuance of options to purchase
500 shares of common stock to each non-employee director annually at
the fair market value at the date of grant. The options are
exercisable one year after the date of grant and expire five years
after the date of grant.
Savings plan
------------
The Company has a savings plan to which the Company makes
contributions. The plan provides for Company contributions of 16 2/3%
of eligible employees' defined contributions up to a maximum of 1% of
such employees' compensation. The Company's contributions to the plan
amounted to $129,000, $142,000 and $125,000, in fiscal 1997, 1996 and
1995, respectively.
Retirement plans
----------------
The Company has two retirement plans which are non-contributory,
defined benefit plans, and which together cover substantially all
full-time employees. The plans provide retirement benefits based on
length of service and a percentage of qualifying compensation during
employment. In fiscal 1997, 1996 and 1995, the Company contributed
$1,190,000, $1,077,000 and $952,000, respectively, to the plans.
Assets are invested primarily in United States Treasury obligations,
equity and debt securities and money market funds. Net periodic
pension cost for fiscal 1997, 1996 and 1995 was comprised of the
following components:
Year Ended April 30,
--------------------------------------
1997 1996 1995
------------ ----------- ----------
(Thousands)
Service cost - benefits
earned during the period $ 1,156 $ 1,045 $ 854
Interest cost on projected
benefit obligation 1,720 1,593 1,283
Actual return on assets (1,817) (2,792) (962)
Net amortization and deferral (187) 1,134 (449)
------------ ----------- -----------
Net periodic pension cost $ 872 $ 980 $ 726
============ =========== ===========
Assumptions used in the accounting were:
Year Ended April 30,
------------------------------------------
1997 1996 1995
------------- ------------ -------------
Discount rates 8.00% 8.00% 8.00%
Rates of increase in
compensation 4.50-5.00% 4.50-5.00% 4.50-5.00%
levels
Expected long-term rate of
return 8.00-9.00% 8.00-9.00% 8.00-9.00%
on assets
<PAGE>
The following table sets forth the plans' funded status and amounts
recognized in the Company's consolidated balance sheets:
April 30,
----------------------
1997 1996
---------- ----------
(Thousands)
Actuarial present value of benefit
obligations:
Vested benefit obligation $ 18,312 $ 17,043
========== ==========
Accumulated benefit obligation $ 19,504 $ 18,087
========== ==========
Projected benefit obligation $ 23,729 $ 21,955
Assets at fair value 23,283 21,505
---------- ----------
Excess of projected benefit obligation over (446) (450)
assets
Unrecognized net loss 1,744 1,623
Unrecognized prior service cost benefit (48) (50)
Unrecognized net transition liability (asset) 52 (139)
---------- ----------
Prepaid pension cost $ 1,302 $ 984
========== ==========
(9) INCOME TAXES:
The Company adopted SFAS No. 109, "Accounting for Income Taxes", in
fiscal 1994. Adoption of SFAS No. 109 had no impact on the tax
liability recorded by the Company as of the date of adoption, pending
resolution of various matters then subject to tax examinations in process
by the Internal Revenue Service ("IRS").
During fiscal 1997, the Company reached an agreement with the IRS which
resolved all outstanding issues resulting from the IRS' audit of the years
1984 through 1989. As a result, the Company has paid an assessment of
approximately $200,000 for federal taxes, and anticipates no significant
further payments for either state or federal taxes (including interest)
for those years. Furthermore, the Company has adjusted Deferred Income Taxes,
pursuant to SFAS No. 109, to reflect several items related to the settlement:
a reduction in taxes ultimately expected to be payable, a reflection of the
reduction in federal income tax rates for deferred taxes established at rates
in effect prior to 1987, and the accrual and reclassification to a current
payable for the estimated amount of interest expected to be payable on tax
deficiencies.
<PAGE>
The benefit (provision) for income taxes consists of the following:
Year Ended April 30,
-------------------------------------
1997 1996 1995
---------- ----------- -----------
(Thousands)
Current:
Federal $ (13,187) $ (2,414) $ (232)
State and local (1,954) (123) (125)
---------- ----------- -----------
(15,141) (2,537) (357)
---------- ----------- -----------
Deferred:
Federal 18,753 582 (2,105)
State and local 1,950 99 (363)
Net change in valuation allowance - - 112
---------- ----------- -----------
20,703 681 (2,356)
---------- ----------- -----------
Total benefit (provision) for
income taxes $ 5,562 $ (1,856) $ (2,713)
========== =========== ===========
Components of net deferred income tax liability are as follows:
April 30,
--------------------------
1997 1996
----------- -----------
(Thousands)
Deferred income tax assets-
Tax loss carryforwards (federal and state) $ 4,061 $ 7,264
Real estate inventory valuation 1,426 1,446
Interest payable on tax settlements 2,233 -
Real estate basis differences 531 (1,680)
----------- -----------
Total deferred income tax assets 8,251 7,030
----------- -----------
Deferred income tax liabilities-
Reserve for periodicals and paperbacks (228) (19,295)
Gain on partnership restructuring (473) (473)
Depreciable assets (1,513) (1,010)
Expenses capitalized for financial
reporting (2,234) (2,345)
purposes, expensed for tax
Differences related to timing of (1,819) (1,494)
partnership income
Other (3,998) (5,130)
----------- -----------
Total deferred income tax liability (10,265) (29,747)
----------- -----------
Valuation allowance for realization of
state tax loss carryforwards (3,123) (3,123)
----------- -----------
Net deferred income tax liability $ (5,137) $ (25,840)
=========== ===========
<PAGE>
The following table reconciles taxes computed at the U.S. federal
statutory income tax rate to the Company's actual tax benefit (provision):
Year ended April 30,
---------------------------------------
1997 1996 1995
------------ ----------- -----------
(Thousands)
Computed tax provision at
statutory rate $ (585) $ (1,578) $ (2,288)
Increase (reduction) in tax
resulting from:
State income taxes, net of federal (117) (269) (442)
income tax effect
Net reduction in deferred tax
liability as a result of
IRS settlement 6,250 - -
Reduction in valuation allowance - - 112
Other 14 (9) (95)
------------ ----------- ----------
Actual tax benefit (provision) $ 5,562 $ (1,856) $ (2,713)
============ =========== ==========
As discussed in Note 10, the Company has determined the amount of
additional taxes that would be due pursuant to IRS examinations for the
years 1990 through 1995 in order to achieve a tax treatment consistent
with the 1997 agreement with the IRS with respect to the years 1984
through 1989. Accordingly, the Company has reclassified a portion of
the deferred tax liability which had been established in prior years
with regard to the reserve for periodicals and paperbacks in the amount
of $13.9 million, by establishing an equivalent liability for income
taxes (including anticipated interest thereon through the expected date
of payment) which are expected to be paid at varying times over the
next several years.
(10) COMMITMENTS AND CONTINGENCIES:
------------------------------
Revenue agent review
--------------------
The IRS is in the process of reviewing the Company's tax returns for
the years 1990 through 1994, and in due course is expected to review
the 1995 return. While the Company cannot be totally certain of the
results of these audits, it has made certain reclassifications between
Deferred Income Taxes and Taxes Payable to reflect adjustments similar
to those agreed upon with the IRS in reaching agreement on the 1984
through 1989 tax returns with regard to the reserve for periodicals and
paperbacks.
Noncancellable leases
---------------------
The Company is obligated under long-term noncancellable leases for
equipment and various real estate properties. Certain real estate
leases provide that the Company will pay for taxes, maintenance and
insurance costs and include renewal options. Rental expense for fiscal
1997, 1996 and 1995 was approximately $5,215,000, $5,195,000 and
$3,737,000, respectively.
The approximate minimum rental commitments for years subsequent to
April 30, 1997, are as follows (in thousands): 1998 - $3,836; 1999 -
$3,199; 2000 - $2,093; 2001 - $1,709; 2002 - $1,236; thereafter -
$1,717; and the total future minimum rental payments - $13,790.
Rio Rancho lot exchanges
------------------------
In connection with homesite sales at Rio Rancho, New Mexico, made prior
to 1977, if water, electric and telephone utilities have not reached
the lot site when a purchaser is ready to build a home, the Company is
obligated to exchange a lot in an area then serviced by such utilities
for a lot of the purchaser, without cost to the purchaser. The Company
does not incur significant costs related to the exchange of lots.
(11) LITIGATION:
-----------
The Company and/or its subsidiaries are involved in various claims and
legal actions incident to their operations, which in the opinion of
management, based upon advice of counsel, will not materially affect
the consolidated financial position or results of operations of the
Company and its subsidiaries.
(12) FAIR VALUE OF FINANCIAL INSTRUMENTS:
------------------------------------
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments",
requires the Company to disclose the estimated fair value of its
financial instruments. The following methods and assumptions were used
to estimate the fair value of each class of financial instruments for
which the fair value differs from the carrying value.
<PAGE>
Mortgage receivables
--------------------
The fair value of the Company's long-term fixed-rate mortgage
receivables is estimated to be $5.7 million versus a carrying amount of
$6.3 million as of April 30, 1997, and $6.0 million which equals the
carrying amount as of April 30, 1996; based on the discounted value of
future cash flows using the current rates at which similar loans would
be made.
Notes payable
-------------
The fair value of the Company's long-term fixed-rate notes payable is
estimated to be $8.0 million versus a carrying amount of $8.1 million
as of April 30, 1997 and $9.7 million versus a carrying amount of $9.8
million as of April 30, 1996, based on the discounted value of future
cash flows using the current rates at which the Company believes it
could obtain similar financing.
(13) INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT
-------------------------------------------------------
INDUSTRY SEGMENTS:
------------------
The Company operates principally in two industries, real estate and
magazine circulation operations. Real estate operations involve the
construction and sale of single-family homes, condominiums and other
projects, as well as the subdivision of large tracts of land for sale
to individuals, builders and others. Magazine circulation operations
involve national and international distribution of periodicals and
paperback books, and subscription fulfillment and related activities on
behalf of various client publishers. Total revenue by industry
includes revenues from unaffiliated customers as reported in the
accompanying consolidated statements of income. Operating income
represents total revenue less operating expenses.
In computing operating income, general corporate expenses, interest
expense and income taxes are excluded. Selling expense is allocated
between industry segments based on the Company's evaluation of the work
performed for each segment.
Identifiable assets by industry are those assets that are used in the
Company's operations in each industry segment.
<PAGE>
The following schedules set forth summarized data relative to the
industry segments:
<TABLE>
Magazine
Real Estate Circulation Other
Operations Operations Operations Corporate Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
1997 (Thousands):
Net revenues
from unaffiliated
customers $ 91,250 $ 54,152 $ 987 $ - $ - $ 146,389
Intersegment
revenues - - 72 - (72) -
--------- --------- --------- --------- --------- ---------
Total revenue $ 91,250 $ 54,152 $ 1,059 $ - $ (72) $ 146,389
========= ========= ========= ========= ========= =========
Operating
income $ 4,548 $ 3,758 $ 133 $ - $ (72) $ 8,367
========= ========= ========= ========= =========
Corporate
expenses (2,597)
Interest (4,050)
---------
Income
before
provision
for income taxes $ 1,720
=========
Identifiable
assets at
April 30,
1997 $ 132,544 $ 71,384 $ 172 $ 1,211 $ - $ 205,311
========= ========= ========= ========= ========= =========
Identifiable
depreciation $ 741 $ 1,045 $ 3 $ 27 $ - $ 1,816
========== ========= ========= ========= ========= =========
Identifiable
capital
expenditures $ 1,730 $ 2,170 $ - $ - $ - $ 3,900
========= ========= ========= ========= ========= =========
1996 (Thousands):
Net revenues
from unaffiliated
customers $ 103,747 $ 57,149 $ 906 $ - $ - $ 161,802
Intersegment
revenues - - 72 - (72) -
--------- --------- --------- --------- --------- ---------
Total revenue $ 103,747 $ 57,149 $ 978 $ - $ (72) $ 161,802
========= ========= ========= ========= ========= =========
Operating
income $ 8,313 $ 4,635 $ 119 $ - $ (72) $ 12,995
========= ========= ========= ========= =========
Corporate
expenses (4,429)
Interest (3,925)
Income
before
provision for
income taxes $ 4,641
=========
Identifiable
assets at
April 30,
1996 $ 121,646 $ 57,937 $ 342 $ 1,871 $ - $ 181,796
========= ========= ========= ========= ========= =========
Identifiable
depreciation $ 694 $ 890 $ 3 $ 43 $ - $ 1,630
========= ========= ========= ========= ========= =========
Identifiable
capital
expenditures $ 2,713 $ 2,624 $ - $ 21 $ - $ 5,358
========= ========= ========= ========= ========= =========
</TABLE>
<PAGE>
<TABLE>
Magazine
Real Estate Circulation Other
Operations Operations Operations Corporate Eliminations Consolidated
<S> <C> <C> <C> <C> <C> <C>
1995 (Thousands):
Net revenues
from unaffiliated
customers $ 105,060 $ 46,595 $ 870 $ - $ - $ 152,525
Intersegment
revenues - - 72 - (72) -
--------- --------- --------- --------- --------- ---------
Total revenue $ 105,060 $ 46,595 $ 942 $ - $ (72) $ 152,525
========= ========= ========= ========= ========= =========
Operating
income $ 6,199 $ 6,951 $ 140 $ - $ (72) $ 13,218
========= ========= ========= ========= =========
Corporate
expenses (3,404)
Interest (3,086)
---------
Income
before
provisionfor
income taxes $ 6,728
==========
Identifiable
assets at
April 30,
1995 $ 122,654 $ 60,957 $ 551 $ 1,980 $ - $ 186,142
========= ========= ========= ========== ======== ==========
Identifiable
depreciation $ 679 $ 654 $ 2 $ 21 $ - $ 1,356
========= ========= ========= ========== ======== ==========
Identifiable
capital
expenditures $ 814 $ 2,150 $ 29 $ 123 $ - $ 3,116
========= ========= ========= ========== ======== ==========
</TABLE>
Selected Quarterly Financial Data (Unaudited)
(In thousands of dollars, except per share
amounts)
Quarter Ended
---------------------------------------------
July 31, October 31, January 31, April 30,
1996 1996 1997 1997
--------- ----------- --------- ----------
Revenues $ 34,408 $ 33,230 $ 36,761 $ 41,990
Gross Profit 6,246 6,305 6,703 6,477
Net Income (A) $ 403 $ 262 $ 267 $ 6,350
========= ========= ========= =========
Net Income Per Share (A) $ 0.05 $ 0.04 $ 0.04 $ 0.86
========= ========= ========= =========
Quarter Ended
---------------------------------------------
July 31, October 31, January 31, April 30,
1996 1996 1997 1997
--------- ----------- --------- ----------
Revenues $ 40,922 $ 42,410 $ 37,944 $ 40,526
Gross Profit 7,639 8,733 7,382 6,996
Net Income $ 781 $ 1,279 $ 494 $ 231
========= ========= ========= =========
Net Income Per Share $ 0.11 $ 0.17 $ 0.07 $ 0.03
========= ========= ========= =========
(A) The quarter ended April 30, 1997 reflects an adjustment to Deferred Income
Taxes for settlement of 1984 through 1989 tax examinations (see Note 9).
<PAGE>
Item 9. Changes in and Disagreements with Accountants on
- ------- ------------------------------------------------
Accounting and Financial Disclosure.
------------------------------------
Not Applicable.
PART III
--------
The information called for by Part III is
hereby incorporated by reference from the information set
forth and under the headings "Voting Securities", "Security
Ownership of Management", "Election of Directors", and
"Executive Compensation" in Registrant's definitive proxy
statement for the 1997 Annual Meeting of Shareholders, which
meeting involves the election of directors, such definitive
proxy statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days after
the end of the fiscal year covered by this Annual Report on
Form 10-K. In addition, information on Registrant's
executive officers has been included in Part I above under
the caption "Executive Officers of the Registrant".
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules,
- ------- ----------------------------------------
and Reports on Form 8-K.
------------------------
(a) 1. The following financial statements and supplementary financial
information are filed as part of this report:
AMREP Corporation and Subsidiaries:
Report of Independent Public Accountants - Arthur Andersen LLP
Consolidated Balance Sheets - April 30, 1997 and 1996
Consolidated Statements of Operations for the Three Years Ended
April 30, 1997
Consolidated Statements of Shareholders'Equity for the Three
Years Ended April 30, 1997
Consolidated Statements of Cash Flows for the Three Years
Ended April 30, 1997
Notes to Consolidated Financial Statements
Selected Quarterly Financial Data
2. The following financial statement schedules are filed as part of
this report:
AMREP Corporation and Subsidiaries:
Schedule II - Valuation and Qualifying Accounts
<PAGE>
Financial statement schedules not included in this Annual Report
on Form 10-K have been omitted because they are not applicable or the required
information is shown in the financial statements or notes thereto.
3. Exhibits:
The exhibits filed in this report are listed in the Exhibit Index.
The Registrant agrees, upon request of the Securities and Exchange
Commission, to file as an exhibit each instrument defining the rights of holders
of long-term debt of the Registrant and its consolidated subsidiaries
which has not been filed for the reason that the total amount of securities
authorized thereunder does not exceed 10% of the total assets of the Registrant
and its subsidiaries on a consolidated basis.
(b) During the quarter ended April 30, 1997,
Registrant filed no Current Report on Form 8-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMREP CORPORATION
(Registrant)
Dated: July 25, 1997 By /s/Mohan Vachani
-------------------
Mohan Vachani
Senior Vice President
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by
the following persons on behalf of Registrant and in the
capacities and on the dates indicated.
/s/Mohan Vachani /s/Daniel Friedman
- ---------------- ------------------
Mohan Vachani DanielFriedman
Director, Senior Vice President, Director
Principal Financial Officer and Dated: July 25, 1997
Principal Accounting Officer *
Dated: July 25, 1997
/s/Jerome Belson /s/Nicholas G. Karabots
- ---------------- -----------------------
Jerome Belson Nicholas G.Karabots
Director Director
Dated: July 25, 1997 Dated: July 25, 1997
/s/Edward B. Cloues, II /s/Albert V. Russo
- ----------------------- -------------------
Edward B. Cloues, II Albert V. Russo
Director Director
Dated: July 25, 1997 Dated: July 25, 1997
/s/Samuel N. Seidman
- -------------------- --------------------
David N. Dinkins Samuel N.Seidman
Director Director
Dated: Dated: July 25, 1997
/s/Harvey I. Freeman /s/James Wall
- -------------------- -------------
Harvey I. Freeman James Wall
Director Director
Dated: July 25, 1997 Dated: July 25, 1997
*Also acting as Principal Executive Officer in the absence of
a Chief Executive Officer, solely for the purpose of signing
this Annual Report.
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
----------------------------------
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Page 1 of 2)
-------------------------------------------------------------
(Thousands)
Additions
---------------------
Charges
Balance at (Credits)to Charged Balance at
Beginning Costs and to Other End
of Period Expenses Accounts Deductions of Period
---------- --------- -------- ---------- ---------
Description
-----------
FOR THE YEAR ENDED
APRIL 30, 1997:
Allowance for
doubtful
accounts
(included in
receivables -
real estate
operations on
the
consolidated
balance sheet)$ 598 $ 135 $ - $ 43 $ 690
----------- --------- --------- ---------- ----------
Allowance for
estimated
returns and
doubtful
accounts
(included in
receivables -
magazine
circulation
operations on
the
consolidated
balance sheet)$ 57,940 $ (1,252) $ - $ 1,124 $ 55,564
----------- --------- --------- ----------- ----------
Real estate
valuation
allowance $ 2,580 $ - $ - $ 121 $ 2,459
----------- --------- --------- ---------- ----------
FOR THE YEAR ENDED
APRIL 30, 1996:
Allowance for
doubtful
accounts
(included in
receivables -
real estate
operations on
the
consolidated
balance sheet)$ 608 $ 24 $ - $ 34(A) $ 598
----------- --------- --------- -------- ----------
Allowance for
estimated
returns and
doubtful
accounts
(included in
receivables -
magazine
circulation
operations on
the
consolidated
balance sheet)$ 56,971 $ 1,365 $ - $ 396(A) $ 57,940
----------- --------- --------- -------- ----------
Real estate
valuation
allowance $ 2,580 $ - $ - $ - $ 2,580
----------- --------- --------- -------- ----------
<PAGE>
AMREP CORPORATION AND SUBSIDIARIES
----------------------------------
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Page 2 of 2)
-------------------------------------------------------------
(Thousands)
Additions
Charges
Balance at (Credits)to Charged Balance at
Beginning Costs and to Other End
of Period Expenses Accounts Deductions of Period
---------- --------- -------- ---------- ---------
FOR THE YEAR ENDED
APRIL 30, 1995:
Allowance for
doubtful
accounts
(included in
receivables -
real estate
operations on
the
consolidated
balance sheet) $ 693 $ 2 $ - $ 87(A) $ 608
----------- --------- --------- -------- ----------
Allowance for
estimated
returns and
doubtful
accounts
(included in
receivables -
magazine
circulation
operations on
the
consolidated
balance sheet) $ 54,355 $ 2,984 $ - $ 368(A) $ 56,971
----------- --------- --------- -------- ----------
Real estate
valuation
allowance $ 2,580 $ - $ - $ - $ 2,580
----------- --------- --------- -------- ----------
NOTE: (A) Uncollectible accounts written off.
(B) Allowances utilized to reduce inventory valuation.
<PAGE>
EXHIBIT INDEX
-------------
(2) Assets Purchase and Sale
Agreement dated as of
December 22, 1994 by and among
Kable Fulfillment Services of
Ohio, Inc. and Fulfillment
Corporation of America -
Incorporated by reference to
Exhibit 1 of Registrant's
Current Report on Form 8-K,
dated January 24, 1995.
(3)(a)(i) Articles of Incorporation,
as amended - Incorporated by
reference to Exhibit
(3)(i)(a) to Registrant's
Annual Report on Form 10-K
of for the fiscal year ended
April 30, 1993.
(3)(a)(ii) Certificate of Merger -
Incorporated by reference to
Exhibit (3)(i)(b) to
Registrant's Annual Report
on Form 10-K for the fiscal
year ended April 30, 1993.
(3)(b) By-Laws as restated January
18, 1996 - Incorporated by
reference to Exhibit 3(b) to
Registrant's Current Report
on Form 8-K dated January
31, 1996.
(4)(a) Amended and Restated Loan
Agreement between American
National Bank and Trust
Company of Chicago and Kable
News Company, Inc. dated as
of October 6, 1995 -
Incorporated by reference to
Exhibit 4 to Registrant's
Quarterly Report on Form
10-Q for the quarter ended
October 31, 1995.
(4)(b) Amendment No. 1, dated
September 26, 1996, to the
Amended and Restated Loan
Agreement, between American
National Bank and Trust
Company of Chicago, and
Kable News Company, Inc. -
Incorporated by reference to
Exhibit 4 to Registrant's
Quarterly Report on Form
10-Q for the quarter ended
October 31, 1996.
<PAGE>
(10)(a) Agreement and Plan of
Reorganization between
Registrant and Capital
Distributing Company, Kappa
Publishing Group, Inc. and
Nick G. Karabots dated
August 4, 1993 -
Incorporated by reference to
Exhibit 10 to Registrant's
Quarterly Report on Form
10-Q for the quarter ended
October 31, 1993.
(10)(b) Employment Agreement dated
as of October 1, 1993
between Registrant and
Daniel Friedman, Senior Vice
President of Registrant -
Incorporated by reference to
Exhibit 10(b) to
Registrant's Quarterly
Report on Form 10-Q for the
quarter ended January 31,
1994.*
(10)(c) Letter Agreement dated May
23, 1995 amending the
Employment Agreement between
Registrant and Daniel
Friedman, Senior Vice
President of Registrant -
Incorporated by reference to
Exhibit 10(a) to
Registrant's Quarterly
Report on Form 10-Q for the
quarter ended July 31, 1995.*
(10)(d) Employment Agreement dated
as of October 1, 1993
between Registrant and James
Wall, Senior Vice President
of Registrant - Incorporated
by reference to Exhibit
10(c) to Registrant's
Quarterly Report on Form
10-Q for the quarter ended
January 31, 1994.*
(10)(e) Letter Agreement dated May
23, 1993 amending the
Employment Agreement between
Registrant and James Wall,
Senior Vice President of
Registrant - Incorporated by
reference to Exhibit 10(d)
to Registrant's Quarterly
Report on Form 10-Q for the
quarter ended July 31, 1995.*
(10)(f) Employment Agreement dated
as of October 1, 1993
between Registrant and Mohan
Vachani, Senior Vice
President - Chief Financial
Officer of Registrant -
Incorporated by reference to
Exhibit 10(e) to
Registrant's Quarterly
Report on Form 10-Q for the
quarter ended January 31,
1994.*
___________________________
* Management contract or compensatory plan or
arrangement in which directors or officers
participate.
<PAGE>
(10)(g) Letter Agreement dated May
23, 1995 amending the
Employment Agreement between
Registrant and Mohan
Vachani, Senior Vice
President - Chief Financial
Officer of Registrant -
Incorporated by reference to
Exhibit 10(c) to
Registrant's Quarterly
Report on Form 10-Q for the
quarter ended July 31, 1995.*
(10)(h) 1992 Stock Option Plan,
filed herewith.*
(10)(i) Non-Employee Directors
Option Plan, as amended,
filed herewith.*
(10)(j) Bonus Plan for Executives
and Key Employees of
Registrant - Incorporated
by reference to Exhibit
10(l) to Registrant's Annual
Report on Form 10-K for the
fiscal year ended April 30,
1994.*
(21) Subsidiaries of Registrant,
filed herewith.
(23) Consent of Arthur Andersen
LLP, filed herewith.
(27) Financial Data Schedule
___________________________
* Management contract or compensatory plan or
arrangement in which directors or officers
participate.
<PAGE>
Exhibit 10(n)
AMREP CORPORATION
1992 STOCK OPTION PLAN
1. PURPOSE
-------
The Plan is intended to expand and improve the profitability and
prosperity of AMREP Corporation for the benefit of its stockholders by
permitting the Corporation to grant, to officers and other key employees of,
and consultants and advisers to, the Corporation and its Subsidiaries,
options to purchase shares of the Corporation's Common Stock. These grants
are intended to provide additional incentive to such persons by offering them
a greater stake in the Corporation's continued success. The Plan is also
intended as a means of reinforcing the commonality of interest between the
Corporation's stockholders and such persons, and as an aid in attracting and
retaining the services of individuals of outstanding abilities and
specialized skills.
1. DEFINITIONS
-----------
For Plan purposes, except where the context otherwise indicates,
the following terms shall have the meanings which follow:
(a) "Agreement" shall mean a written instrument executed and
delivered on behalf of the Corporation which specifies the terms and
conditions of a Stock Option granted to a Participant.
(b) "Beneficiary" shall mean the person or persons who may be
designated by a Participant from time to time in writing to the Committee, to
receive, if the Participant dies, any Option exercise rights held by the
Participant.
(c) "Board" shall mean the Board of Directors of the Corporation.
(d) "Code" shall mean the Internal Revenue Code of 1986, as it may
be amended from time to time, and the rules and regulations promulgated
thereunder.
(e) "Committee" shall mean a Committee of the Board composed of
three or more persons which shall be designated by the Board to administer
the Plan. Each member of the Committee, while serving as such, shall be a
member of the Board and shall be a disinterested person within the meaning of
Rule 16b-3 of the Securities Exchange Act of 1934.
(f) "Common Stock" shall mean the Common Stock of the Corporation
having a par value of $0.10 per share.
(g) "Corporation" shall mean AMREP Corporation, an Oklahoma
corporation.
(h) "Employee" shall mean any person who is employed by the
Corporation or any Subsidiary corporation.
<PAGE>
(i) "Exercise Price" shall mean the per share price for which a
Participant upon exercise of a Stock Option may purchase a share of Common
Stock.
(j) "Fair Market Value" shall mean the value of a share of Common
Stock to be determined by, and in accordance with procedures established by,
the Committee. Such fair market value shall be deemed conclusive upon the
determination of the Committee made in good faith. The preceding
notwithstanding, so long as the Common Stock is listed on a national stock
exchange, the "Fair Market Value" shall mean with respect to any given day,
the mean between the highest and lowest reported sales prices of the Common
Stock on the principal national stock exchange on which the Common Stock is
listed, or if such exchange was closed on such day or if it was open but the
Common Stock was not traded on such day, then on the next preceding day that
the Common Stock was traded on such exchange, as reported by a responsible
reporting service.
(k) "Incentive Stock Option" shall mean an Stock Option which is
intended to meet and comply with the terms and conditions for an "incentive
stock option" as set forth in Section 422 of the Code, or any other form of
tax qualified stock option which may be incorporated and defined in the Code
as it may from time to time be amended.
(l) "Non-Qualified Option" shall mean a Stock Option which does
not meet the requirements of Section 422 of the Code, or the terms of which
provide that it will not be treated as an Incentive Stock Option.
(m) "Participant" shall mean any person who is granted a Stock
Option under the Plan.
(n) "Plan" shall mean the AMREP Corporation 1992 Stock Option Plan
as set forth herein and as amended from time to time.
(o) "Stock Option" or "Option" shall mean a right to purchase a
stated number of shares of Common Stock subject to such terms and conditions
as are set forth in the Plan and an Agreement.
(p) "Subsidiary corporation" or "Subsidiary" shall mean any
corporation which is a subsidiary corporation of the Corporation as defined
in Section 424(f) of the Code.
3. ADMINISTRATION
--------------
(a) The Committee shall administer the Plan and, accordingly, it
shall have full power to grant Stock Options under the Plan, to construe and
interpret the Plan, and to establish rules and regulations and perform all
other acts it believes reasonable and proper, including the authority to
delegate responsibilities to others to assist in administering the Plan.
(b) The determination of those eligible to receive Stock Options,
and the amount, type and terms and conditions of each Stock Option shall rest
in the sole discretions of the Committee, subject to the provisions of the
Plan.
<PAGE>
(c) The Committee may permit the voluntary surrender of all or a
portion of any Option granted under the Plan to be conditioned upon the
granting to the Participant of a new Option for the same or a different
number of shares as the Option surrendered, or may require such voluntary
surrender as a condition precedent to a grant of a new Option to such
Participant. Such new Option shall be exercisable at the price, during the
period and in accordance with any other terms or conditions specified by the
Committee at the time the new Option is granted, all determined in accordance
with the provisions of the Plan without regard to the price, period of
exercise, or any other terms or conditions of the Option surrendered.
4. COMMON STOCK LIMITS
-------------------
The total number of shares of Common Stock which may be issued on
exercise of Stock Options shall not exceed 315,000 shares, subject to
adjustment in accordance with Paragraph 9 of the Plan. Shares issued under
the Plan may be, in whole or in part, as determined by the Committee,
authorized but unissued or treasury shares of Common Stock. If any Options
granted under the Plan shall expire or terminate without having been
exercised, the shares subject to such Options shall be added back to the
number of shares of Common Stock which may be issued on exercise of Stock
Options.
5. ELIGIBILITY FOR PARTICIPATION
-----------------------------
(a) Consistent with Plan objectives, the following persons hall be
eligible to become Participants in the Plan: officers and other key
Employees and consultants and advisers to the Corporation or any Subsidiary
corporation, provided that members of the Board who are not Employees shall
not be eligible.
(b) The foregoing subparagraph (a) notwithstanding, Incentive
Stock Options shall be granted only to officers and other key Employees, and
no Incentive Stock Options shall be granted to an Employee who owns more than
10% of the Common Stock determined in accordance with the provisions of
Section 422(b)(6) of the Code, unless the Option meets the requirements of
Section 422(c)(5) of the Code.
(c) Options shall be granted to consultants and advisers only for
bona fide services rendered other than in connection with the offer or sale
of securities.
6. STOCK OPTIONS - TERMS AND CONDITIONS
------------------------------------
All Stock Options granted under the Plan shall be evidenced by
Agreements which shall contain such provisions as shall be required by the
Plan together with such other provisions as the Committee may prescribe,
including the following provisions:
(a) Price: The Committee shall establish the Exercise Price,
provided, however, that in the case of an Incentive Stock Option the Exercise
Price shall not be less than the Fair Market Value of a share of Common Stock
on the date of the grant of the Option.
(b) Period: The Committee shall establish the term of any Option
awarded under the Plan, provided, however, that no Option shall be
exercisable after the expiration of 10 years from the date of the grant of
the Option.
(c) Time of Exercise: The Committee shall establish the time or
times at which any Option, or portion thereof, shall be exercisable. The
Committee, subsequent to the grant of an Option, may accelerate the date or
dates on which the Option may be exercisable.
<PAGE>
(d) Exercise: An Option, or portion thereof, shall be exercised
by delivery of a written notice of exercise to the Corporation together with
payment of the full purchase price of the shares as to which the Option is
exercised ("Purchase Price"). Payment may be made:
(i) in United States dollars by good check, bank draft or
money order payable to the order of the Corporation, or
(ii) at the discretion of the Committee, by the transfer to
the Corporation of shares of Common Stock owned by the Participant
having an aggregate Fair Market Value on the date of exercise equal
to the Purchase Price or the portion thereof being so paid, or
(iii) at the discretion of the Committee and subject to any
restrictions or conditions as it deems appropriate (including any
restrictions as may be set forth in Rule 16b-3 of the Securities
Exchange Act of 1934), by electing to have the Corporation withhold
from the shares issuable upon exercise of the Option such number of
shares of Common Stock as shall have an aggregate Fair Market Value
on the date of exercise equal to the Purchase Price or the portion
thereof being so paid, or
(iv) at the discretion of the Committee by a combination of
(i) and (ii) or (i) and (iii) above.
The Committee shall determine the procedures for the use of Common
Stock in payment of the purchase price and may impose such limitations and
prohibitions on such use as it deems appropriate.
(e) Special Rules for Incentive Stock Options: Notwithstanding
any other provisions of the Plan, with respect to Incentive Stock Options
granted under the Plan, the following provision will apply:
(i) To the extent that the aggregate Fair Market Value
(determined at the time of grant) of the shares of Common Stock
with respect to which Incentive Stock Options (whether granted
hereunder or pursuant to any other plan of the Corporation or
a Subsidiary) are first exercisable by a Participant during any
calendar year exceeds $100,000 (or such other limit as may be in
effect from time to time under the Code), such Options shall be
treated as Non-Qualified Options.
(ii) Any Participant who disposes of shares of Common
Stock acquired on the exercise of an Incentive Stock Option by sale
or exchange either (a) within two years after the date of grant of
the Option under which such shares were acquired or (b) within one
year after the acquisition of such shares, shall notify the
Corporation in writing of such disposition, and of the amount
realized upon disposition promptly after the disposition.
<PAGE>
7. TERMINATION OF EMPLOYMENT
-------------------------
If a Participant holding an Option shall cease to be employed (or
in the case of a Participant who is not an Employee, shall cease to be
engaged) by the Corporation or any Subsidiary corporation by reason of death
or any other reason other than voluntary quitting, discharge for cause or
permanent and total disability as defined in Section 22(e)(3) of the Code
(hereinafter call a "Disability"), as determined by the Committee, such
Participant (or, if applicable, such Participant's Beneficiary) may, but only
within the three months next succeeding such cessation of employment,
exercise such Option to the extent that such Participant would have been
entitled to do so on the date of such cessation of employment. If a
Participant holding an Option voluntarily quits or is discharged for cause,
such Option shall terminate on the date of cessation of employment.
8. DISABILITY
----------
If a Participant holding an Option shall cease to be employed (or
in the case of a Participant who is not an Employee, shall cease to be
engaged) by the Corporation or any Subsidiary corporation by reason of
Disability, the Option shall be exercisable by such Participant or such
Participant's duly appointed guardian or other legal representative, to the
extent that such Participant would have been entitled to do so on the date of
such cessation of employment, but only within one year following such
cessation of employment due to said Disability.
9. ADJUSTMENTS
-----------
In the event of a recapitalization, stock split, stock combination,
stock dividend, exchange of shares, or a change in the corporate structure or
shares of the Corporation, or similar event, the Board of Directors upon
recommendation of the Committee shall make appropriate adjustments in the
kind or number of shares which may be issued upon exercise of Options and in
the kind or number of shares issuable upon exercise of Options theretofore
granted and in the exercise price of such Options.
10. MERGER, CONSOLIDATION OR SALE OF ASSETS
---------------------------------------
If the Corporation shall be a party to a merger or consolidation or
shall sell substantially all its assets, each outstanding Option shall
pertain and apply to the securities and/or property which a holder of the
number of shares of Common Stock subject to the Option immediately prior to
such merger, consolidation, or sale of assets would be entitled to receive in
such merger, consolidation or sale of assets.
11. AMENDMENT AND TERMINATION OF PLAN
---------------------------------
(a) The Board, without further approval of the stockholders, may
at any time, and from time to time, suspend or terminate the Plan in whole or
in part or amend it from time to time in such respects as the Board may deem
appropriate and in the best interests of the Corporation; provided, however,
that no such amendment shall be made, without approval of the stockholders,
which would:
(i) modify the eligibility requirements for participation in
the Plan;
<PAGE>
(ii) increase the total number of shares of Common Stock
which may be issued pursuant to Stock Options, except as is provided
for in accordance with Paragraph 9 of the Plan; or
(iii) materially increase benefits accruing to Participants.
(b) No amendment, suspension or termination of this Plan shall,
without the Participant's consent, alter or impair any of the rights or
obligations under any Stock Option theretofore granted to the Participant
under the Plan.
(c) The Board may amend the Plan, subject to the limitations cited
above, in such manner as it deems necessary to permit the granting of Stock
Options meeting the requirements of future amendments to the Code.
12. GOVERNMENT AND OTHER REGULATIONS
--------------------------------
The granting of Stock Options under the Plan and the obligation of
the Corporation to issue, or transfer and deliver shares for Stock Options
exercised under the Plan shall be subject to all applicable laws,
regulations, rules and orders which shall then be in effect.
13. MISCELLANEOUS PROVISIONS
------------------------
(a) Rights to Continued Employment: No person shall have any
claim or right to be granted a Stock Option under the Plan, and the grant of
an Option under the Plan shall not be construed as giving any Participant the
right to be retained in the employ of the Corporation or any Subsidiary
corporation (or to be otherwise retained in the case of a Participant who is
not an Employee) and the Corporation expressly reserves the right at any time
to dismiss a Participant with or without cause, free from any liability or
any claim under the Plan, except as provided herein or in an Agreement.
(b) Who Shall Exercise: Except as provided by the Plan, an
Incentive Stock Option shall be exercisable during the lifetime of the
Participant to whom it is granted only by such Participant, and it may be
exercised only if such Participant has been in the continuous employ of the
Corporation or any Subsidiary corporation from the date of grant of the
Option to the date of its exercise.
(c) Non-Transferability: No right or interest of any Participant
in the Plan shall be assignable or transferable except by will or the laws of
descent and distribution, and no right or interest of any Participant shall
be liable for, or subject to, any lien, obligation or liability of such
Participant.
(d) Withholding Taxes: The Corporation may require a payment to
cover applicable withholding for income and employment taxes in connection
with a Stock Option.
(e) Rights as Shareholder: A Participant as such shall not have
any of the rights or privileges of a holder of Common Stock until such time
as shares of Common Stock are issued or are transferred to the Participant
upon exercise of an Option.
<PAGE>
(f) Plan Expenses: Any expenses of administering this Plan shall
be borne by the Corporation.
(g) Legal Considerations: The Corporation shall not be required
to issue, transfer or deliver shares of Common Stock upon exercise of Options
until all applicable legal, listing or registration requirements, as
determined by legal counsel, have been satisfied, and any necessary or
appropriate written representations have been given by the Participant.
(h) Other Plans: Nothing contained herein shall prevent the
Corporation from establishing other incentive and benefit plans in which
Participants in Plan may also participate.
(i) No Warranty of Tax Effect: Except as may be contained in any
Agreement, no opinion shall be deemed to be expressed or warranties made as
to the effect for federal, state or local tax purposes of any grants
hereunder.
(j) Construction of Plan: The validity, construction,
interpretation, administration and effect of the Plan and of its rules and
regulations, and rights relating to the Plan, shall be determined in
accordance with the laws of the State of New York.
14. STOCKHOLDER APPROVAL - TERM OF PLAN
Upon approval by the stockholders of the Corporation, the Plan
shall become unconditionally effective as of July 1, 1992. No Option shall
be granted after June 30, 2002, provided, however, that the Plan and all
outstanding Options granted under the Plan prior to such date shall remain in
effect until the applicable Options have expired. If the stockholders shall
not approve the Plan, the Plan shall not be effective and any and all actions
taken prior thereto shall be null and void or shall, if necessary, be deemed
to have been fully rescinded.
EXHIBIT 21
State of
Subsidiary
Incorporation
AMREP Metro Services, Inc. New York
AMREP Saratoga Construction, Inc. New York
AMREP Solutions, Inc. New York
AMREP Southwest Inc. New Mexico
Advance Financial Corp. New Mexico
AMREP Construction Corporation New Mexico
AMREP Financial Corp. New Mexico
AMREP Metro Works, Inc. New York
PERMA Corp. New York
Strickland Construction Corp. New Jersey
AMREP Southeast, Inc. Florida
AMREP Saratoga Square Homes, Inc. Florida
AMREPCO Inc. Colorado
Carity-Hoffman Associates, Inc. New York
Double R Realty, Inc. New Mexico
Eldorado at Sante Fe, Inc. New Mexico
M.F.G. Realty Corp. New York
New Mexico Foreign Trade Zone Corp. New Mexico
Panorama Inn of Florida, Inc. Florida
Rancho Homes, Inc. New Mexico
Rio Rancho Golf & Country Club, Inc. New Mexico
S.G.R. Realty Corp. New Jersey
Shasta Real Estate Company California
Sun Oaks Realty Corp. Florida
Rio Venture Corp. New Mexico
Rio Venture XV, Inc. New Mexico
El Dorado Utilities, Inc. New Mexico
Florida Ridge Utilities Corp. Florida
Kable News Company, Inc. Illinois
Kable Fulfillment Services of Ohio, Inc. Delaware
Kable News Company of Canada, Ltd. Ontario, Canada
Kable News Export, Ltd. Delaware
Kable News International, Inc. Delaware
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
AMREP Corporation:
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 10-K, into AMREP
Corporation's previously filed Registration Statements on Form S-8 Nos.
33-67114, 33-67116, and 333-17695.
ARTHUR ANDERSEN LLP
Albuquerque, New Mexico
July 25, 1997
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000006207
<NAME> AMREP CORP.
<MULTIPLIER> 1,000
<CURRENCY> U.S.DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-1997
<PERIOD-START> MAY-01-1996
<PERIOD-END> APR-30-1997
<EXCHANGE-RATE> 1
<CASH> 16,178
<SECURITIES> 0
<RECEIVABLES> 53,501
<ALLOWANCES> 0
<INVENTORY> 97,408
<CURRENT-ASSETS> 0
<PP&E> 32,506
<DEPRECIATION> (13,532)
<TOTAL-ASSETS> 205,311
<CURRENT-LIABILITIES> 55,426
<BONDS> 54,991
0
0
<COMMON> 740
<OTHER-SE> 75,094
<TOTAL-LIABILITY-AND-EQUITY> 205,311
<SALES> 85,538
<TOTAL-REVENUES> 146,389
<CGS> 70,057
<TOTAL-COSTS> 120,658
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,050
<INCOME-PRETAX> 1,720
<INCOME-TAX> (5,562)
<INCOME-CONTINUING> 7,282
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,282
<EPS-PRIMARY> 0.99
<EPS-DILUTED> 0
</TABLE>
