-----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, KzO1RCWDl4Xqq4AuHUGiKid3Sf8zv57hKbQ13Xx14Z9ee3uXsUFJKAVplizAUdeN kb04P5pE8O26CWfYq55xyw== 0000006207-03-000011.txt : 20030915 0000006207-03-000011.hdr.sgml : 20030915 20030915164746 ACCESSION NUMBER: 0000006207-03-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030731 FILED AS OF DATE: 20030915 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: 03896100 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 axr0401.txt FIRST 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 For the quarterly period ended July 31 , 2003 -------------------------------------------- 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 (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 ----- ----- Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X ----- ----- Number of Shares of Common Stock, par value $.10 per share, outstanding at July 31, 2003 - 6,590,112. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES INDEX ----- PART I. FINANCIAL INFORMATION PAGE NO. - ------ -------- Item 1. Financial Statements: Consolidated Balance Sheets July 31, 2003 and April 30, 2003 1 Consolidated Statements of Operations and Retained Earnings Three Months Ended July 31, 2003 and 2002 2 Consolidated Statements of Cash Flows Three Months Ended July 31, 2003 and 2002 3 Notes to Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis 5 - 7 Item 3. Quantitative and Qualitative Disclosures about Market Risk 8 Item 4. Controls and Procedures 8 PART II. OTHER INFORMATION - ------- Item 6. Exhibits and Reports on Form 8-K 9 SIGNATURES 10 EXHIBIT INDEX 11 PART I - FINANCIAL INFORMATION Item 1. Financial Statements - ------- -------------------- AMREP CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets (Thousands, except par value and number of shares) July 31, 2003 April 30, 2003 --------------- ---------------- (Unaudited) (Audited) ASSETS - ------ Cash and cash equivalents $ 17,683 $ 16,443 Receivables, net: Magazine circulation operations 47,792 36,464 Real estate operations 6,180 5,830 --------------- ---------------- 53,972 42,294 Real estate inventory 62,442 63,084 Property, plant and equipment, at cost, net of accumulated depreciation and amortization of $16,775 at July 31, 2003 and $15,840 at April 30, 2003 17,327 16,614 Assets held for sale - net 5,968 5,819 Other assets 9,784 9,901 Goodwill 5,191 5,191 --------------- ---------------- Total Assets $ 172,367 $ 159,346 =============== ================ LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Accounts payable and accrued expenses $ 40,348 $ 37,897 Dividend payable 1,648 - Notes payable: Amounts due within one year 3,103 4,124 Amounts subsequently due 20,230 14,303 --------------- ---------------- 23,333 18,427 Taxes payable 2,724 605 Deferred income taxes 1,506 1,506 Accrued pension cost 7,083 7,083 --------------- ---------------- Total Liabilities 76,642 65,518 --------------- ---------------- Shareholders' equity: Common stock, $.10 par value; shares authorized - 20,000,000; shares issued -7,408,704 at July 31, 2003 and 7,406,704 at April 30, 2003 741 741 Capital contributed in excess of par value 45,006 44,992 Retained earnings 61,669 59,786 Accumulated other comprehensive loss, net ( 6,034) ( 6,034) Treasury stock, at cost; 818,592 shares at July 31, 2003 and April 30, 2003 ( 5,657) ( 5,657) --------------- ---------------- Total Shareholders' Equity 95,725 93,828 --------------- ---------------- Total Liabilities and Shareholders' Equity $ 172,367 $ 159,346 =============== ================ See notes to consolidated financial statements. 1 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended July 31, 2003 and 2002 (Thousands, except per share amounts) 2003 2002 --------------- ---------------- REVENUES - -------- Magazine operations $ 25,993 $ 12,166 Real estate operations 6,394 2,493 Interest and other operations 1,230 1,351 --------------- ---------------- 33,617 16,010 --------------- ---------------- COSTS AND EXPENSES - ------------------ Magazine operating expenses 20,734 9,872 Real estate cost of sales 2,613 1,433 Real estate commissions and selling 202 130 Other operations 607 671 General and administrative: Magazine operations 2,584 1,732 Real estate operations and corporate 998 714 Interest expense, net 273 133 --------------- ---------------- 28,011 14,685 --------------- ---------------- Income before income taxes 5,606 1,325 PROVISION FOR INCOME TAXES 2,075 530 --------------- ---------------- NET INCOME 3,531 795 RETAINED EARNINGS, beginning of period 59,786 53,513 DIVIDEND PAYABLE ($0.25 per share) ( 1,648) - --------------- ---------------- RETAINED EARNINGS, end of period $ 61,669 $ 54,308 =============== ================ NET INCOME PER SHARE - BASIC AND DILUTED $ 0.54 $ 0.12 =============== ================ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,589 6,576 =============== ================ See notes to consolidated financial statements. 2 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Three Months Ended July 31, 2003 and 2002 (Thousands) 2003 2002 --------------- ---------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 3,531 $ 795 --------------- ---------------- Adjustments to reconcile net income to net cash used by operating activities - Depreciation and amortization 1,276 740 Non-cash credits and charges: Pension expense (benefit) 208 ( 4) Bad debt reserve 39 16 Changes in assets and liabilities - Receivables ( 11,837) ( 1,365) Real estate inventory 642 ( 603) Other assets ( 141) ( 26) Accounts payable and accrued expenses 2,187 ( 5,629) Taxes payable 2,119 584 --------------- ---------------- Total adjustments ( 5,507) ( 6,287) --------------- ---------------- Net cash used by operating activities ( 1,976) ( 5,492) --------------- ---------------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 1,704) ( 384) --------------- ---------------- Net cash used by investing activities ( 1,704) ( 384) --------------- ---------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from debt financing 13,412 7,745 Principal debt payments ( 8,506) ( 2,598) Proceeds from exercise of stock options 14 26 --------------- ---------------- Net cash provided by financing activities 4,920 5,173 --------------- ---------------- Increase (decrease) in cash and cash equivalents 1,240 ( 703) CASH AND CASH EQUIVALENTS, beginning of period 16,443 15,744 --------------- ---------------- CASH AND CASH EQUIVALENTS, end of period $ 17,683 $ 15,041 =============== ================ SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid - net of amounts capitalized $ 138 $ 152 =============== ================ Income taxes ( refunds ) - net $ ( 44) $ ( 54) =============== ================ See notes to consolidated financial statements. 3 AMREP CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Three Months Ended July 31, 2003 and 2002 (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, 2003 balance sheet amounts have been derived from the April 30, 2003 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 2003 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 month periods ended July 31, 2003 and 2002. Certain amounts included in "Interest and other operations" on the Consolidated Statements of Operations are classified below within the land operations segment. In addition, prior year amounts have been restated to reflect corporate management fees as well as the reclassification of certain revenues and expenses between the Distribution and Fulfillment segments in order to conform to the current year presentation. THREE MONTHS Newsstand Fulfillment Corporate Land Sales Distribution Services and Other Consolidated ---------- ------------ ----------- --------- ------------ July 2003 (Thousands): Revenues $ 6,887 $ 3,249 $ 22,744 $ 737 $ 33,617 Operating expenses 3,447 2,858 20,460 973 27,738 Management fees 193 48 135 ( 376) - Interest expense, net - 5 213 55 273 ------------ ------------- ------------ ----------- -------------- Pretax income (loss) $ 3,247 $ 338 $ 1,936 $ 85 $ 5,606 ============ ============= ============ =========== ============== Identifiable assets $ 71,438 $ 41,388 $ 34,925 $ 19,425 $ 167,176 Intangible assets $ - $ 3,893 $ 1,298 - $ 5,191 - --------------------------------------------------------------------------------------------------------------- July 2002 (Thousands): Revenues $ 2,829 $ 3,382 $ 8,784 $ 1,015 $ 16,010 Operating expenses 2,096 2,841 8,763 852 14,552 Management fees 175 45 130 ( 350) - Interest expense, net - 64 10 59 133 ------------ ------------- ------------ ----------- -------------- Pretax income (loss) $ 558 $ 432 $ ( 119) $ 454 $ 1,325 ============ ============= ============ =========== ============== Identifiable assets $ 73,408 $ 32,444 $ 21,131 $ 18,441 $ 145,424 Intangible assets $ - $ 3,893 $ 1,298 - $ 5,191
4 AMREP CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Financial Condition ----------------------------------------------------------- and Results of Operations ------------------------- RESULTS OF OPERATIONS - --------------------- The following provides information that management believes is relevant to an assessment and understanding of the consolidated results of operations and financial condition. The discussion should be read in conjunction with the consolidated financial statements and accompanying notes. All references to the first three months or first quarter of 2004 and 2003 mean the fiscal quarters ended July 31, 2003 and July 31, 2002, respectively. Three Months ended July 31, 2003 Compared to Three Months ended July 31, 2002 - ----------------------------------------------------------------------------- Consolidated revenues for the Company's fiscal 2004 first quarter were $33.6 million compared to $16.0 million in the first quarter last year. Net income was $3,531,000, or $0.54 per share, for the first three months of 2004 versus $795,000, or $0.12 per share, in the first quarter of 2003. Revenues from the Company's Kable News Company subsidiary were $26.0 million for the first quarter of the current fiscal year compared to $12.2 million in the same period last year. Revenues from Kable's Fulfillment Services business increased from $8.8 million in the first quarter of 2003 to $22.7 million in the first quarter of 2004 as a result of the acquisition by Kable in April 2003 of the subscription fulfillment business of Electronic Data Systems Corporation. Newsstand Distribution Services' revenues decreased 4%, from $3.4 million in the first quarter last year to $3.2 million in the current year, principally as the result of a decline in magazine sales percentages for existing customers. Operating margins for Kable News improved in the first quarter this year versus a year ago, as operating costs decreased from 81.1% of related revenues in the first quarter of 2003 to 79.8% in the same period this year. As a result of customer losses that were identified and known prior to the acquisition of the EDS subscription fulfillment business and which will occur throughout fiscal 2004, it is anticipated that the revenues and net income of the acquired subscription fulfillment business in future periods of 2004 will be reduced from historical levels, including results of the first quarter. By the fourth quarter of 2004, the revenue decline on a quarterly basis is currently expected to be approximately $2.5 million as compared to the first quarter, with a decrease in quarterly net income of approximately $750,000. Accordingly, results for Kable's Fulfillment Services business for the first quarter are not necessarily an indication of what may be expected to occur in future periods. Revenues from land sales at the Company's AMREP Southwest subsidiary also rose significantly, from $2.5 million in the first quarter of 2003 to $6.4 million in the first quarter of 2004. This was the result of increased sales of residential lots in the Company's principal market of Rio Rancho, New Mexico, including the bulk sale of 265 unimproved lots for $1.9 million where there was no comparable transaction in the first quarter of 2003. The first quarter gross profit on land 5 sales also increased from 43% in 2003 to 59% in 2004 because of the increased number of unimproved lots sold, including the bulk sale discussed above, which generally have higher gross profit margins than developed lots. Revenues and related gross profits from land sales can vary significantly from period to period as a result of many factors, including the nature and timing of specific transactions, and prior results are not necessarily an indication of what may be expected to occur in future periods. Operating expenses for Kable's fulfillment services, newsstand distribution and other operations increased from $9.9 million in the first quarter last year to $20.7 million in the first quarter of 2004 as a result of the acquisition in April 2003 of the subscription fulfillment business of Electronic Data Systems Corporation ("EDS"), decreasing from 81.1% to 79.8% of related revenues in fiscal 2003 and 2004, respectively. With respect to the real estate business, commissions and selling expenses increased to $202,000 in the first quarter of the current year compared to $130,000 in the same period last year due to the additional land sales, but decreased from 5.2% to 3.2% of related revenues as such costs generally vary depending upon the terms of specific sale transactions. Real estate and corporate general and administrative expenses increased from $714,000 in the first quarter of 2003 to approximately $1.0 million in the same period of 2004, principally as a result of increased pension expense. General and administrative costs of magazine operations increased from $1.7 million in the first quarter of 2003 to $2.6 million in the same period of the current year, but decreased as a percentage of sales from 14.2% in 2003 to 9.9% in 2004, due to the expansion of operations resulting from the acquisition. Interest expense increased from $133,000 in the first quarter of 2003 to $273,000 in the first quarter of 2004 as a result of additional borrowings incurred in connection with the acquisition. Revenues associated with interest and other operations decreased from $1.3 million in the first quarter last year to $1.2 million in the same period of 2004, while the related costs of these other operations also decreased a comparable amount, from $671,000 in the first quarter of 2003 to $607,000 in the same period this year. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- During the past several years, the Company has financed its operations from internally generated funds from real estate sales and magazine 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 $41.3 million at July 31, 2003 against which $18.9 million had been borrowed. Kable has an agreement with a bank which allows the company to borrow up to $30 million based upon a prescribed percentage of eligible accounts receivable, as 6 defined. At July 31, 2003, Kable had borrowing availability of $29.7 million, against which $16.7 million was outstanding. The Company's real estate subsidiary, AMREP Southwest Inc., also has several loans to support its 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 July 31, 2003, the maximum available under real estate lines-of-credit totaled $11.6 million, of which borrowings of $2.2 million were outstanding. On July 9, 2003, the Company's Board of Directors declared a special dividend of $0.25 per share payable on August 13, 2003 to shareholders of record on July 24, 2003. While this dividend was a one time event, the Board indicated that it may consider special dividends from time-to-time in the future in light of conditions then existing, including earnings, financial condition, cash position, and capital requirements and other needs. Cash Flows From Operating Activities - ------------------------------------ Real estate inventory was $63.1 million at April 30, 2003 compared to $62.4 million at July 31, 2003. Receivables from Kable's operations increased from $36.5 million at April 30, 2003 to $47.8 million at July 31, 2003 as the result of the revenue growth attributable to the acquisition from EDS. 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 reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of those financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates that affect the financial statements of the Company include, but are not limited to: (i) revenue recognition for the magazine distribution business/estimates of allowance for magazine returns; (ii) allowances for bad debts; (iii) land development budgets and costs to complete; (iv) cash flow and valuation assumptions in performing asset impairment tests of long-lived assets and assets held for sale; (v) pension plan assumptions; and (vi) legal contingencies. 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, including statements regarding revenue and profitability of the subscription fulfillment business acquired from EDS, are 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. AMREP disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk - ------- ---------------------------------------------------------- There have been no material changes to the Company's market risk for the three month period ended July 31, 2003. Refer to Item 7(A) of the Company's Annual Report on Form 10-K for the fiscal year ended April 30, 2003 for additional information regarding quantitative and qualitative disclosures about market risk. Item 4. Controls and Procedures - ------- ----------------------- The Company's management, with the participation of the Company's chief financial officer and the other executive officers whose certificates accompany this quarterly report, in accordance with paragraph (b) of Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), have evaluated the effectiveness of the Company' disclosure controls and procedures (within the meaning of said Rule) as of the end of the period covered by this report. As a result of such evaluation, the chief financial officer and other executive officers have concluded that such disclosure controls and procedures are effective, in all material respects, to ensure that the information required to be disclosed in the reports the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. There have been no changes in the Company's internal control over financial reporting during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 8 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K - ------- -------------------------------- (a) Exhibits 31 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K (i) On July 11, 2003, the Company filed a Current Report on Form 8-K reporting under Item 9 the issuance by the Company of a news release disclosing the Company's consolidated financial position at April 30, 2003 and its consolidated results of operations for the year and for the three months ended that date. (ii) On July 18, 2003, the Company filed an Amendment on Form 8-K/A reporting under Item 7. Included in the Amendment were the following financial statements: Financial Statements and Independent Auditor's Report on the financial statements of the Subscription Fulfillment Business of Electronic Data Systems Corporation as of December 31, 2002 and 2001 and for each of the three years in the period ending December 31, 2002. Unaudited Pro Forma Consolidated Balance Sheet of the Company as of January 31, 2003. Unaudited Pro Forma Consolidated Statements of Income of the Company for the year ended April 30, 2002 and for the nine months ended January 31, 2003. 9 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMREP CORPORATION (Registrant) Dated: September 15, 2003 By: /s/ Peter M. Pizza ------------------ Peter M. Pizza Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 10 AMREP CORPORATION AND SUBSIDIARIES EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 31 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 12 EX-31 3 exh310401.txt EXHIBIT 31 CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 15, 2003 /s/ Peter M. Pizza ------------------ Peter M. Pizza, Vice President and Chief Financial Officer 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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 15, 2003 /s/ James Wall -------------- James Wall* ______________ *The registrant 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"). James Wall is the principal executive officer of ASW, and Michael P. Duloc is the principal executive officer of Kable. The registrant has no chief executive officer and its only executive officers are James Wall, Senior Vice President and Peter M. Pizza, Vice President and Michael P. Duloc, who may be deemed an executive officer by reason of his position with Kable. 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 report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: September 15, 2003 /s/ Michael P. Duloc -------------------- Michael P. Duloc* ______________ *The registrant 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"). James Wall is the principal executive officer of ASW, and Michael P. Duloc is the principal executive officer of Kable. The registrant has no chief executive officer and its only executive officers are James Wall, Senior Vice President and Peter M. Pizza, Vice President and Michael P. Duloc, who may be deemed an executive officer by reason of his position with Kable. EX-32 4 exh320401.txt EXHIBIT 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of AMREP Corporation (the "Company") on Form 10-Q for the period ending July 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: September 15, 2003 /s/ Peter M. Pizza ------------------ Peter M. Pizza Chief Financial Officer /s/ James Wall -------------- James Wall* /s/ Michael P. Duloc -------------------- Michael P. Duloc* ______________ *The registrant 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"). James Wall is the principal executive officer of ASW, and Michael P. Duloc is the principal executive officer of Kable. The registrant has no chief executive officer and its only executive officers are James Wall, Senior Vice President and Peter M. Pizza, Vice President and Michael P. Duloc, who may be deemed an executive officer by reason of his position with Kable. A signed original of this written statement required by Section 906 has been provided to AMREP Corporation and will be retained by AMREP Corporation and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----