-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VxGnG+UrfiPeDv6i+VnvMbp20w/lEXmd/99qWmD9c5kMjzxEH13bTx31mtSf7YEF w08aQeKtQSHbM5M6XOuqUw== 0000006207-02-000011.txt : 20021216 0000006207-02-000011.hdr.sgml : 20021216 20021216150127 ACCESSION NUMBER: 0000006207-02-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021031 FILED AS OF DATE: 20021216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: OPERATIVE BUILDERS [1531] IRS NUMBER: 590936128 STATE OF INCORPORATION: OK FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-04702 FILM NUMBER: 02858530 BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127054700 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVE STREET 2: 6TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REALTY & PETROLEUM CORP DATE OF NAME CHANGE: 19671019 10-Q 1 axr0302.txt SECOND QUARTER FILING 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 October 31, 2002 For the quarterly period ended _________________________________________________ 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 1-4704 ------- AMREP Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Oklahoma 59-0936128 - -------------------------------------------------------------------------------- (State or other jurisdiction of (IRS 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 October 31, 2002 - 6,580,612. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES INDEX ----- PART I. FINANCIAL INFORMATION PAGE NO. - ------ ------- Item 1. Financial Statements: Balance Sheets October 31, 2002 and April 30, 2002 1 Statements of Operations and Retained Earnings Three Months Ended October 31, 2002 and 2001 2 Statements of Operations and Retained Earnings Six Months Ended October 31, 2002 and 2001 3 Statements of Cash Flows Six Months Ended October 31, 2002 and 2001 4 Notes to Consolidated Financial Statements 5 - 6 Item 2. Management's Discussion and Analysis 7 - 9 Item 3. Quantitative and Qualitative Disclosures about Market Risk 9 Item 4. Controls and Procedures 9 - 10 PART II. OTHER INFORMATION - ------- Item 1. Legal Proceedings 11 Item 4. Submission of Matters to a Vote of Security Holders 11 Item 6. Exhibits and Reports on Form 8-K 11 SIGNATURES 12 CERTIFICATIONS 13 - 18 EXHIBIT INDEX 19 PART 1. FINANCIAL INFORMATION Item 1. Financial Statements - ------- -------------------- AMREP CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ( Unaudited ) (Thousands, except par value and number of shares) October 31, April 30, 2002 2002 ------------------ ------------------ ASSETS - ------ Cash and cash equivalents $ 17,940 $ 15,744 Receivables, net: Real estate operations 5,644 6,630 Magazine circulation operations 34,031 34,849 Real estate inventory 64,038 62,296 Property, plant and equipment, at cost, net of accumulated depreciation and amortization of $15,373 at October 31, 2002 and $14,499 at April 30, 2002 9,984 9,890 Assets held for sale - net 6,061 5,853 Other assets 9,603 9,235 Excess of cost of subsidiary over net assets acquired 5,191 5,191 ------------------ ------------------ $ 152,492 $ 149,688 ================== ================== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Accounts payable $ 25,093 $ 26,349 Accrued expenses 7,158 7,518 Notes payable: Amounts due within one year 4,577 3,383 Amounts subsequently due 13,432 13,236 ------------------ ------------------ 18,009 16,619 Taxes payable 2,067 1,127 Deferred income taxes 4,596 4,596 ------------------ ------------------ 56,923 56,209 ------------------ ------------------ Commitments and contingencies Shareholders' equity: Common stock, $.10 par value; shares authorized - 20,000,000; 7,406,704 shares issued - at October 31, 2002 and 7,399,704 at April 30, 2002 741 740 Capital contributed in excess of par value 44,980 44,935 Retained earnings 55,557 53,513 Treasury stock, at cost; 826,091 shares at October 31, 2002 and April 30, 2002 (5,709) (5,709) ------------------ ------------------ 95,569 93,479 ------------------ ------------------ $ 152,492 $ 149,688 ================== ================== See notes to consolidated financial statements. 1 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended October 31, 2002 and 2001 (Thousands, except per share amounts) 2002 2001 ------------------ ------------------- REVENUES - -------- Magazine circulation operations $ 13,175 $ 13,112 Real estate operations 2,091 14,172 Interest and other operations 1,070 934 ------------------ ------------------- 16,336 28,218 ------------------ ------------------- COSTS AND EXPENSES - ------------------ Magazine circulation operating expenses 9,973 9,712 Real estate cost of sales 927 11,657 Real estate commissions and selling 191 452 Other operations 613 621 General and administrative: Magazine circulation operations 1,648 1,630 Real estate operations and corporate 727 822 Interest expense, net 176 442 ------------------ ------------------- 14,255 25,336 ------------------ ------------------- Income before income taxes 2,081 2,882 PROVISION FOR INCOME TAXES 832 1,153 ------------------ ------------------- NET INCOME 1,249 1,729 RETAINED EARNINGS, beginning of period 54,308 49,450 ------------------ ------------------- RETAINED EARNINGS, end of period $ 55,557 $ 51,179 ================== =================== NET INCOME PER SHARE - BASIC AND DILUTED $ 0.19 $ 0.26 ================== =================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,579 6,574 ================== =================== See notes to consolidated financial statements. 2 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Six Months Ended October 31, 2002 and 2001 (Thousands, except per share amounts) 2002 2001 ------------------ ------------------- REVENUES - -------- Magazine circulation operations $ 25,341 $ 24,710 Real estate operations 4,584 21,438 Interest and other operations 2,421 1,720 ------------------ ------------------- 32,346 47,868 ------------------ ------------------- COSTS AND EXPENSES - ------------------ Magazine circulation operating expenses 19,845 19,434 Real estate cost of sales 2,360 18,152 Real estate commissions and selling 321 602 Other operations 1,284 1,240 General and administrative: Magazine circulation operations 3,380 3,400 Real estate operations and corporate 1,441 1,808 Interest expense, net 309 958 ------------------ ------------------- 28,940 45,594 ------------------ ------------------- Income before income taxes 3,406 2,274 PROVISION FOR INCOME TAXES 1,362 910 ------------------ ------------------- NET INCOME 2,044 1,364 RETAINED EARNINGS, beginning of period 53,513 49,815 ------------------ ------------------- RETAINED EARNINGS, end of period $ 55,557 $ 51,179 ================== =================== NET INCOME PER SHARE - BASIC AND DILUTED $ 0.31 $ 0.21 ================== =================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,577 6,574 ================== =================== See notes to consolidated financial statements. 3 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Six Months Ended October 31, 2002 and 2001 (Thousands) 2002 2001 ----------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 2,044 $ 1,364 ----------------- ------------------ Adjustments to reconcile net income to net cash provided by operating activities - Depreciation and amortization 1,516 1,267 Non-cash credits and charges: Pension benefit accrual (7) (192) Bad debt reserve 177 324 Changes in assets and liabilities - Receivables 1,605 (7,329) Real estate inventory (1,742) 11,871 Other assets (673) 1,017 Accounts payable and accrued expenses (1,641) 8,010 Taxes payable 940 787 ----------------- ------------------ Total adjustments 175 15,755 ----------------- ------------------ Net cash provided by operating activities 2,219 17,119 ----------------- ------------------ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (1,459) (1,473) ----------------- ------------------ Net cash used by investing activities (1,459) (1,473) ----------------- ------------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from debt financing 13,630 12,915 Principal debt payments (12,240) (29,035) Proceeds from exercise of stock options 46 - ----------------- ------------------ Net cash provided ( used ) by financing activities 1,436 (16,120) ----------------- ------------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 2,196 (474) CASH AND CASH EQUIVALENTS, beginning of period 15,744 15,941 ----------------- ------------------ CASH AND CASH EQUIVALENTS, end of period $ 17,940 $ 15,467 ================= ================== SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid - net of amounts capitalized $ 378 $ 915 ================= ================== Income taxes paid - net of refunds $ 422 $ 67 ================= ================== See notes to consolidated financial statements. 4 AMREP CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Six Months Ended October 31, 2002 and 2001 (1) BASIS OF PRESENTATION --------------------- The accompanying unaudited financial statements included herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information. The April 30, 2002 balance sheet amounts have been derived from the April 30, 2002 audited financial statements of the Registrant. Since the accompanying consolidated financial statements do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements, it is suggested that they be read in conjunction with the audited consolidated financial statements and notes thereto included in the Registrant's 2002 Annual Report on Form 10-K. In the opinion of management, the accompanying unaudited financial statements include all adjustments, which are of a normal recurring nature, necessary to reflect a fair presentation of the results for the interim periods presented. The results of operations for such interim periods are not necessarily indicative of the results to be expected for the full fiscal year. (2) INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT ------------------------------------------------------- INDUSTRY SEGMENTS ----------------- The following tables set forth summarized data relative to the industry segments in which the Company operates for the three and six month periods ended October 31, 2002 and 2001. Certain amounts included in "Interest and other operations" on the Consolidated Statements of Operations are classified below within the land operations and homebuilding segments, depending upon the nature of business activity. In addition, certain prior year amounts with respect to corporate allocations have been reclassified to conform to the 2002 presentation and methodology of allocations. THREE MONTHS Land Home Corporate Operations Building Distribution Fulfillment and Other Consolidated ---------- -------- ------------ ----------- --------- ------------ October 2002 (Thousands): Revenues $ 2,524 $ 0 $ 4,028 $ 9,147 $ 637 $ 16,336 Expenses(excluding interest) 1,828 0 2,964 8,832 455 14,079 Interest expense, net 0 0 68 49 59 176 ------------- ---------- ------------ ---------- ---------- ----------- Pretax income contribution $ 696 $ 0 $ 996 $ 266 $ 123 $ 2,081 ============= ========== ============ ========== ========== =========== - ------------------------------------------------------------------------------------------------------------------ October 2001 (Thousands): Revenues $ 13,852 $ 651 $ 4,191 $ 8,921 $ 603 $ 28,218 Expenses(excluding interest) 12,135 813 3,191 8,151 604 24,894 Interest expense, net 36 - 312 59 35 442 ------------- ---------- ------------ ---------- ---------- ----------- Pretax income (loss) contribution $ 1,681 $ (162) $ 688 $ 711 $ (36) $ 2,882 ============= ========== ============ ========== ========== ===========
5 SIX MONTHS Land Home Corporate Operations Building Distribution Fulfillment and Other Consolidated ---------- -------- ------------ ----------- ---------- ------------ October 2002 (Thousands): Revenues $ 5,353 $ 0 $ 7,520 $ 17,821 $ 1,652 $ 32,346 Expenses(excluding interest) 4,099 0 5,923 17,652 957 28,631 Interest expense, net 0 0 132 59 118 309 ------------- ---------- ------------ ---------- ---------- ----------- Pretax income contribution $ 1,254 $ 0 $ 1,465 $ 110 $ 577 $ 3,406 ============= ========== ============ ========== ========== =========== Identifiable assets $ 71,786 $ 0 $ 38,333 $ 23,082 $ 19,291 $ 152,492 - ------------------------------------------------------------------------------------------------------------------ October 2001 (Thousands): Revenues $ 21,361 $ 667 $ 7,758 $ 16,952 $ 1,130 $ 47,868 Expenses(excluding interest) 19,652 924 6,474 16,360 1,226 44,636 Interest expense, net 81 - 663 142 72 958 ------------- ---------- ------------ ---------- ---------- ----------- Pretax income (loss) contribution $ 1,628 $ (257) $ 621 $ 450 $ (168) $ 2,274 ============= ========== ============ ========== ========== =========== Identifiable assets $ 70,951 $ 2,890 $ 47,215 $ 17,879 $ 19,950 $ 158,885 -----------------------------------------------------------------------------------------------------------------
6 AMREP CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition ----------------------------------------------------------- and Results of Operations ------------------------- Results of Operations for the Three and Six Month Periods Ended October 31, 2002 - -------------------------------------------------------------------------------- and 2001 - -------- Revenues from magazine circulation operations were approximately $13.2 million in the second quarter ended October 31, 2002 compared to $13.1 million in the same period of the prior year, and for the six months ended October 31, 2002 increased 3% to approximately $25.3 million in the current year from $24.7 million in the prior year. Revenues from Newsstand Distribution Services decreased approximately 4% and 3% for the three and six month periods ended October 31, 2002, respectively, compared to the previous year, primarily due to a modest decline in magazine sales rates. Revenues from Fulfillment Services increased by 3% and 5% in the same periods of fiscal 2002 compared to the prior year, due in large part to revenues associated with new customers and the expansion of the product services line of fulfillment activity. Magazine circulation operating expenses increased by 3% in the second quarter and 2% in the six month period, principally due to the costs associated with the expansion of the product services line. Revenues from real estate operations were $2.1 million and $4.6 million for the three and six month periods ended October 31, 2002, respectively, compared to $14.2 million and $21.4 million in the comparable periods of the prior year. The sharp decrease in revenue for both the three and six month periods of the current fiscal year was the result of two large land sales made in the prior year as part of the Company's restructuring of its real estate operations, including a program to dispose of all real estate assets in markets outside of New Mexico. Although these two large land sales in California and Colorado, (one in the first quarter and the other in the second quarter) generated a substantial amount of cash, the gross profits realized were marginal and, as a result, the average gross profit percentage on all land sales was 19% and 16% in the prior year's three and six month periods ended October 31, 2001, compared to 56% and 48% in the comparable periods of the current year. Gross profits on land sales in the Company' principal market of Rio Rancho were 45% and 42% in the three and six month periods of fiscal 2002, respectively, compared to 61% and 51% in the current year's comparable quarters, and increased because the current year activity includes proportionately more sales from certain projects that contribute a higher average gross profit. Land sale revenues and related gross profits can vary from period to period as a result of the nature and timing of specific transactions, and thus prior results are not necessarily an indication of amounts that may be expected to occur in future periods. Real estate commissions and selling expenses decreased in both the three and six month periods ended October 31, 2002 due to the decrease in sales activity, but these expenses did not decrease in direct proportion to sales because the large land sales which occurred in the prior year outside of New Mexico (discussed above) had minimal variable costs. Real estate and corporate general and 7 administrative expenses decreased in both the three and six month periods due to the effects of the Company's cost reduction and other budgetary control measures, and general and administrative costs of magazine circulation operations were generally comparable for the three and six month periods ended October 31, 2002 and 2001. Revenues associated with interest and other operations increased in both the three and six month periods of the current fiscal year resulting from the receipt of interest in connection with a federal tax refund claim and the sale of certain real estate development impact fee credits, both of which occurred in the first quarter, and the settlement with an insurance company of a claim filed in a prior year that was finalized in the second quarter. Costs of these other operations were generally comparable in both the three and six month periods ended October 31, 2002 and 2001. Interest expense net of amounts capitalized decreased in both the three and six month periods ended October 31, 2002 as a result of lower average borrowing levels in both real estate and magazine circulation operations as well as a decrease in average interest rates. Liquidity and Capital Resources - ------------------------------- During the past several years, the Company has financed its operations from internally generated funds from land sales and magazine circulation operations, and from borrowings under its various lines-of-credit and development loan agreements. Cash Flows From Financing Activities - ------------------------------------ The Company's subsidiaries have line of credit arrangements with several financial institutions which are collateralized by various assets. Based upon collateral availability, the Company's subsidiaries had an aggregate borrowing availability of $30.6 million at October 31, 2002 against which $15.5 million had been borrowed. Kable News Company has an agreement with a bank which allows the Company to borrow up to $20 million based upon a prescribed percentage of eligible accounts receivable, as defined. At October 31, 2002, Kable had borrowing availability of $16.9 million based upon available collateral, against which $7.0 million was outstanding. Kable has an additional arrangement with another bank for a $4.6 million credit line to be used for specific capital expenditures and collateralized by the equipment purchased. At October 31, 2002, the Company had borrowed approximately $3.6 million under this agreement of which $3.4 million remained outstanding, with principal payments due over a three to four year term. The Company has several loans to support real estate operations in New Mexico. These loans are collateralized by certain real estate assets and are subject to available collateral and various financial performance and other covenants. At October 31, 2002, the maximum available under real estate lines-of-credit totaled $9.3 million against which borrowings of $5.1 million were outstanding. In addition, extensions on two lines of credit totaling $6.0 million were in process. 8 Cash Flows From Operating Activities - ------------------------------------ Inventories amounted to $62.3 million at April 30, 2002 compared to $64.0 million at October 31, 2002. This change is the net result of additional development work at Rio Rancho, New Mexico. Receivables from magazine circulation operations decreased moderately from $34.8 million at April 30, 2002 to $34.0 million at October 31, 2002 as a result of the timing of billings and collections. Application of Critical Accounting Policies - ------------------------------------------- The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements. The significant estimates that affect the financial statements of the Company include, but are not limited to, inventory valuation judgments for real estate operations, sales percentage and magazine return estimates for magazine circulation operations, and the recoverability of long-term assets and amortization periods for all business operations. Actual results could differ from those estimates. There has been no significant effect on the financial condition or results of operations as a result of changes in policies or estimates. Statement of Forward-Looking Information - ---------------------------------------- Certain information included herein and in other Company statements, reports and filings with the Securities and Exchange Commission is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to Item 7 of the Annual Report on Form 10-K for a discussion of the assumptions and factors on which these statements are based. Any changes in the actual outcome of these assumptions and factors could produce significantly different results; accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. Item 3. Quantitative and Qualitative Disclosures About Market Risk - ------------------------------------------------------------------- There have been no material changes to the Company's market risk for the six month period ended October 31, 2002. Refer to Item 7(A) of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2002 for additional information regarding quantitative and qualitative disclosures about market risk. Item 4. Controls and Procedures - -------------------------------- (a) Evaluation of Disclosure Controls and Procedures During the 90-day period prior to the filing date of this report, management, including the Company's Chief Financial Officer and other certifying Officers, evaluated the effectiveness of the design and operation of the Company's 9 disclosure controls and procedures. Based upon, and as of the date of that evaluation, the Certifying Officers concluded that the disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports the Company files and submits under the Exchange Act is recorded, processed, summarized, and reported as and when required. (b) Changes in Internal Controls Internal controls were most recently evaluated in connection with the audit of the Company's financial statements for the fiscal year ended April 30, 2002, and there have been no significant changes in internal controls or in other factors that could significantly affect those controls since that time. 10 PART II ------- Other Information ----------------- Item 1. Legal Proceedings - ------- ----------------- The commencement of the lawsuit entitled "Northeast Sort & Fulfillment Corp. v. Kable Fulfillment Services of Ohio, Inc.", was reported in subdivision B of Item 3 of the Registrant's Annual Report on Form 10-K for the fiscal year ended April 30, 2002. That lawsuit was settled and terminated in September 2002 without any cost to the Registrant or its subsidiaries. Item 4. Submission of Matters to a Vote of Security Holders. - ------- ---------------------------------------------------- The 2002 Annual Meeting of Shareholders of the Registrant was held September 19, 2002. At the meeting, Jerome Belson, Nicholas G. Karabots and Albert Russo were reelected directors of the Registrant by the following votes: For Withheld --- -------- Jerome Belson 6,239,868 4,411 Nicholas G. Karabots 6,206,638 37,641 Albert Russo 6,235,848 8,431 The terms of office of Edward B. Cloues II, Lonnie A. Coombs, Samuel N. Seidman and James Wall continued after the meeting. Item 6. Exhibits and Reports on Form 8-K - ------- --------------------------------- (a) Exhibits -------- 99.1 Certification Pursuant to 18 U.S.C. Section 1350 as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K ------------------- No reports on Form 8-K were filed by Registrant during the quarter ended October 31, 2002. 11 FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMREP CORPORATION (Registrant) Dated: December 16, 2002 By: /s/ Peter M. Pizza ------------------ Peter M. Pizza Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 12 CERTIFICATIONS - -------------- I, Peter M. Pizza, certify that: 1. I have reviewed this quarterly report on Form 10-Q of AMREP Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 13 6. The Registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: December 16, 2002 /s/ Peter M. Pizza - -------------------------------- Peter M. Pizza Title: Chief Financial Officer 14 CERTIFICATIONS - -------------- I, James Wall, certify that: 1. I have reviewed this quarterly report on Form 10-Q of AMREP Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 15 6. The Registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: December 16, 2002 /s/ James Wall - --------------- James Wall Title: * _______________________ * The Company is a holding company which does substantially all of its business through two wholly-owned subsidiaries (and their subsidiaries). Those wholly-owned subsidiaries are AMREP Southwest Inc. ("ASW") and Kable News Company, Inc. ("Kable"). Mr. Wall is the principal executive officer of ASW, and Mr. Duloc is the principal executive officer of Kable. The Company has no chief executive officer and its only executive officers are James Wall and Peter M. Pizza. Mr. Wall is a Senior Vice President of the Company and Mr. Pizza is a Vice President and Chief Financial Officer of the Company. 16 CERTIFICATIONS - -------------- I, Michael P. Duloc, certify that: 1. I have reviewed this quarterly report on Form 10-Q of AMREP Corporation; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report. 4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the Registrant's auditors and the audit committee of Registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal controls; and 17 6. The Registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: December 16, 2002 /s/ Michael P. Duloc - -------------------- Michael P. Duloc Title: * _______________________ * The Company is a holding company which does substantially all of its business through two wholly-owned subsidiaries (and their subsidiaries). Those wholly-owned subsidiaries are AMREP Southwest Inc. ("ASW") and Kable News Company, Inc. ("Kable"). Mr. Wall is the principal executive officer of ASW, and Mr. Duloc is the principal executive officer of Kable. The Company has no chief executive officer and its only executive officers are James Wall and Peter M. Pizza. Mr. Wall is a Senior Vice President of the Company and Mr. Pizza is a Vice President and Chief Financial Officer of the Company. 18 AMREP CORPORATION AND SUBSIDIARIES EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ------------------------------------------------------------ 99.1 Certification Pursuant to 18 U.S.C. Section 1350 as enacted by Section 906 of the Sarbanes-Oxley Act of 2002 19 EX-99 3 axrexhib0302.txt CERTIFICATION EXHIBIT 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ENACTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the accompanying Quarterly Report of AMREP Corporation (the "Company") on Form 10-Q for the period ending October 31, 2002 (the "Report"), each of the undersigned does hereby certify that, to the best of his knowledge: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. /S/ Peter M. Pizza ------------------------------- Peter M. Pizza Title: Chief Financial Officer /S/ Michael P. Duloc ------------------------------- Michael P. Duloc Title: * /S/ James Wall ------------------------------- James Wall Title: * ________________________ * The Company is a holding company which does substantially all of its business through two wholly-owned subsidiaries (and their subsidiaries). Those wholly-owned subsidiaries are AMREP Southwest Inc. ("ASW") and Kable News Company, Inc. ("Kable"). Mr. Wall is the principal executive officer of ASW, and Mr. Duloc is the principal executive officer of Kable. The Company has no chief executive officer and its only executive officers are James Wall and Peter M. Pizza. Mr. Wall is a Senior Vice President of the Company and Mr. Pizza is a Vice President and Chief Financial Officer of the Company. -----END PRIVACY-ENHANCED MESSAGE-----