-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, oxFBeo54AfW3lY1eVcCmzggOKlRzlyNhxuxptft0DaQOYjaNJEqSiXa3TjDxqWs4 CJTDfDWBT5J49hOwe6pp2A== 0000006207-94-000006.txt : 19941216 0000006207-94-000006.hdr.sgml : 19941216 ACCESSION NUMBER: 0000006207-94-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941031 FILED AS OF DATE: 19941214 SROS: MSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: 1531 IRS NUMBER: 590936128 STATE OF INCORPORATION: OK FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04702 FILM NUMBER: 94564709 BUSINESS ADDRESS: STREET 1: 10 COLUMBUS CIRCLE STREET 2: SUITE 1300 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125417300 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REALTY & PETROLEUM CORP DATE OF NAME CHANGE: 19671019 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 31, 1994 ------------------------------------- OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------ -------------- Commission File Number 1-4702 -------- AMREP Corporation ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Oklahoma 59-0936128 ------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 641 Lexington Avenue, Sixth Floor, New York, New York 10022 ------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (212) 705-4700 ---------------- Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Number of Shares of Common Stock, par value $.10 per share, outstanding at December 13, 1994 - 7,387,275. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES INDEX ----- PART I PAGE NO. ------ -------- Consolidated Financial Statements: Balance Sheets October 31, 1994 (Unaudited) and April 30, 1994 (Audited) 1 Statements of Operations and Retained Earnings (Unaudited) Six Months Ended October 31, 1994 and 1993 2 Three Months Ended October 31, 1994 and 1993 3 Statements of Cash Flows (Unaudited) Six Months Ended October 31, 1994 and 1993 4-5 Notes to Consolidated Financial Statements 6 Management's Discussion and Analysis 7-8 PART II ------- Other Information 9 Signatures 10 Exhibit Index 11 FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets October 31, 1994 and April 30, 1994 (Thousands, except par value and number of shares) October 31, April 30, 1994 1994 ----------- --------- (Unaudited) (Audited) ASSETS ------ Cash and temporary cash investments $ 7,192 $ 6,623 Receivables, net: Real estate operations 9,657 13,122 Magazine circulation operations 32,785 34,281 Real estate inventory 68,741 71,102 Rental and other real estate projects 12,522 14,174 Investment property 8,770 8,604 Property, plant and equipment-at cost- net of accumulated depreciation and amortization: October - $11,342 April - $10,774 12,495 12,103 Other assets 13,371 13,643 Excess of cost of subsidiary over net assets acquired 5,205 5,205 -------- -------- $170,738 $178,857 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Accounts payable, deposits and accrued expenses $ 27,299 $ 31,915 Notes payable: Amounts due within one year 14,592 12,725 Amounts subsequently due 32,957 38,013 Project financing 4,522 6,205 Collateralized mortgage obligations 2,703 4,406 Deferred income taxes 25,257 24,164 -------- -------- 107,330 117,428 -------- -------- Shareholders' equity: Common stock - $.10 par value authorized: 20,000,000 shares issued: October - 7,338,775 shares April - 7,297,625 shares 734 730 Capital contributed in excess of par value 44,685 44,435 Retained earnings 17,989 16,264 -------- -------- 63,408 61,429 -------- -------- $170,738 $178,857 ======== ======== See notes to consolidated financial statements. -1- FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Six Months Ended October 31, 1994 and 1993 (Thousands, except shares and per share amounts) 1994 1993 REVENUES ------------ ------------ - - -------- Real estate operations: Home and condominium sales $ 42,811 $ 31,824 Land sales 4,965 6,297 Rental projects - 2,915 ------------ ------------ 47,776 41,036 Magazine circulation operations 20,268 16,133 Interest and other operations 3,622 2.935 ------------ ------------ 71,666 60,104 ------------ ------------ COSTS AND EXPENSES - - ------------------ Real estate cost of sales 39,506 29,932 Operating expenses: Magazine circulation operations 15,105 11,600 Rental operations 340 4,514 Real estate commissions and selling 3,289 2,590 Other operations 2,491 2,402 General and administrative: Real estate operations and corporate 4,041 3,898 Magazine circulation operations 2,478 2,517 Interest, net 1,551 1,364 ------------ ------------ 68,801 58,817 ------------ ------------ Income before provision for income taxes 2,865 1,287 PROVISION FOR INCOME TAXES 1,140 489 ------------ ------------ Net income 1,725 798 RETAINED EARNINGS, beginning of period 16,264 13,892 ------------ ------------ RETAINED EARNINGS, end of period $ 17,989 $ 14,690 ============ ============ NET INCOME PER SHARE $ 0.24 $ 0.12 ============ ============ Weighted average number of common shares outstanding 7,310,053 6,898,308 ============ ============ See notes to consolidated financial statements. -2- FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended October 31, 1994 and 1993 (Thousands, except shares and per share amounts) 1994 1993 REVENUES ------------ ------------ - - -------- Real estate operations: Home and condominium sales $ 21,313 $ 15,050 Land sales 2,180 2,615 Rental projects - 1,520 ------------ ------------ 23,493 19,185 Magazine circulation operations 10,664 8,546 Interest and other operations 1,754 1,361 ------------ ------------ 35,911 29,092 ------------ ------------ COSTS AND EXPENSES - - ------------------ Real estate cost of sales 19,581 14,150 Operating expenses: Magazine circulation operations 7,944 6,008 Rental projects 307 2,380 Real estate commissions and selling 1,798 1,180 Other operations 1,206 1,178 General and administrative: Real estate operations and corporate 1,915 2,041 Magazine circulation operations 1,230 1,210 Interest, net 742 681 ------------ ------------ 34,723 28,828 ------------ ------------ Income before provision for income taxes 1,188 264 PROVISION FOR INCOME TAXES 473 100 ------------ ------------ Net income 715 164 RETAINED EARNINGS, beginning of period 17,274 14,526 ------------ ------------ RETAINED EARNINGS, end of period $ 17,989 $ 14,690 ============ ============ NET INCOME PER SHARE $ 0.10 $ 0.02 ============ ============ Weighted average number of common shares outstanding 7,316,285 7,177,325 ============ ============ See notes to consolidated financial statements. -3- FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Statements of Cash Flows (Unaudited) (Page 1 of 2) Six Months Ended October 31, 1994 and 1993 (Thousands) 1994 1993 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from real estate operations and other $ 54,922 $ 42,610 Cash received from magazine circulation operations, net of publisher payments 23,420 11,144 Interest received 619 560 Cash paid to suppliers and employees (69,228) (47,725) Cash paid to acquire land (43) - Interest paid (2,222) (2,642) Income taxes paid (58) (119) ---------- ---------- Net cash provided by operating activities 7,410 3,828 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,120) (1,219) Other, net 600 (127) ---------- ---------- Net cash used by investing activities (520) (1,346) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from debt financing 10,451 6,272 Principal debt payments (17,026) (12,633) Proceeds from exercise of stock options 250 98 Proceeds from sale of stock 4 - ---------- ---------- Net cash used by financing activities (6,321) (6,263) ---------- ---------- Increase (decrease) in cash and temporary cash investments 569 (3,781) CASH AND TEMPORARY CASH INVESTMENTS, beginning of period 6,623 6,856 ---------- ---------- CASH AND TEMPORARY CASH INVESTMENTS, end of period $ 7,192 $ 3,075 ========== ========== -4- FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Statements of Cash Flows (Unaudited) (Page 2 of 2) Six Months Ended October 31, 1994 and 1993 (Thousands) 1994 1993 ---------- ---------- RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Net income $ 1,725 $ 798 ---------- ---------- Adjustments to reconcile net income to net cash provided by operating activities - Depreciation and amortization 1,021 823 Changes in assets and liabilities - Receivables 4,961 (5,961) Real estate inventory 2,361 (2,985) Rental and other real estate projects 1,652 3,302 Investment property (166) 466 Other assets (561) (456) Accounts payable, deposits and accrued expenses (4,667) 7,562 Deferred income taxes 1,093 279 ---------- ---------- Total adjustments 5,685 3,030 ---------- ---------- Net cash provided by operating activities $ 7,410 $ 3,828 ========== ========== Supplemental schedule of noncash investing activities (dollars in thousands per share amount): Purchase of Capital Distribution Company assets with 575,593 shares of AMREP Corporation stock valued at $7.125 per share. $ - $ 4,101 =========== ========== See notes to consolidated financial statements. -5- FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Three Months Ended October 31, 1994 and 1993 Note 1: The consolidated financial statements included herein have ------- been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to reflect a fair presentation of the results for the interim periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's latest annual report on Form 10-K. -6- FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations (Page 1 of 2) October 31, 1994 RESULTS OF OPERATIONS --------------------- The improvement in the results for the six months and second quarter as compared to the similar periods last year reflects an increase in gross profit from housing sales of approximately $1,400,000 and $750,000, respectively, and an increase in the pretax income from Kable News operations of approximately $520,000 and $230,000, respectively. In addition, income from interest and other operations increased by approximately $430,000 and $200,000, respectively. This was due primarily to the reversal in the first quarter this year of cost estimates which were not incurred, increased profits from AMREP Solutions and cost incurred last year at the Brandywine and Country Meadows housing projects which were in their start-up phase and included in other operations. Also, the six months and second quarter of fiscal 1994 results include a loss of $1,599,000 and $860,000, respectively, from rental projects, principally The Classic at West Palm Beach, compared to $340,000 and $307,000, respectively, in the similar periods this year. These operating improvements were offset by a decrease in gross profit from land sales of approximately $1,320,000 and $350,000, respectively as compared to the similar periods last year; and a $620,000 increase in real estate commissions and selling expenses in the second quarter this year as compared to the similar period last year primarily due to increased closings at the Brandywine and Country Meadows housing projects which were in their start-up phase last year and increased selling prices and home closings at Rio Rancho. The increases in gross profit from housing sales was due to increased volume and increases in housing prices. The number of housing units closed increased by 60 units, from 366 to 426, in the six months fiscal 1995, and by 38 units, from 173 to 211, in the second quarter fiscal 1995, as compared to the similar periods last year. The increase in pretax income from Kable News operations in the six months and second quarter fiscal 1995 as compared to the similar periods last year (from approximately $1,710,000 last year to $2,230,000 this year in the six months and from $1,120,000 last -7- FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations (Page 2 of 2) October 31, 1994 year to $1,350,000 this year in the second quarter) primarily reflects substantially improved results from newsstand revenues related to the acquisition of newsstand distribution contracts of Capital Distributing Company in August 1993. The increase in interest expenses in the six months and second quarter of fiscal 1995 as compared to the similar periods last year is due to increased borrowings related to real estate operations and Kable News operations and an increase in the prime interest rate. This increase was partially offset by capitalization of interest on construction projects this year. -8- PART II Other Information ----------------- Item 4. Submission of Matters to Vote of Security Holders ------- ------------------------------------------------- (a) The Annual Meeting of Shareholders was held on September 23, 1994. (b) At the meeting, Edward B. Cloues, II, David N. Dinkins, Harvey I. Freeman and James Wall were elected as directors. The terms of office as directors of Jerome Belson, Joseph Cohen, Daniel Friedman, Anthony Gliedman, Nick G. Karabots, Samuel N. Seidman and Mohan Vachani continued after the meeting. (c) Shareholders cast votes for the election of directors as follows: Nominee "For" "Withheld" -------------------- --------- ------------- Edward B. Cloues, II 6,327,165 87,608 David N. Dinkins 5,974,989 439,784 Harvey I. Freeman 6,341,961 72,812 James Wall 6,332,015 82,758 Item 6. Exhibits and Reports on Form 8-K ------- -------------------------------- (a) Exhibits: 27. Financial Data Schedule (b) Reports on Form 8-K: No reports on Form 8-K were filed by Registrant during the three months ended October 31, 1994. -9- SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMREP CORPORATION (Registrant) Dated: December 14, 1994 By: /s/ Anthony B. Gliedman ----------------------- Chairman of the Board, Chief Executive Officer and President Dated: December 14, 1994 By: /s/ Rudolph J. Skalka ----------------------- Vice President, Finance and Principal Accounting Officer -10- EXHIBIT INDEX ------------- 27. Financial Data Schedule -11- EX-27 2
5 1,000 6-MOS APR-30-1995 OCT-31-1994 7,192 0 42,442 0 90,033 0 23,837 11,342 170,738 0 54,774 734 0 0 62,674 170,738 47,776 71,666 39,506 57,442 0 0 1,551 2,865 1,140 1,725 0 0 0 1,725 .24 .23
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