-----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, T5Z96hle59qZe/hd2fwrXpjzk9OA895Tpn5Sf4KkGh1pW/4uKzMy9VKCiF31+YRX ZbsL04Ru7iELTX8RFhDsDw== 0000006207-05-000002.txt : 20050311 0000006207-05-000002.hdr.sgml : 20050311 20050311105424 ACCESSION NUMBER: 0000006207-05-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050309 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050311 DATE AS OF CHANGE: 20050311 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04702 FILM NUMBER: 05674219 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 8-K 1 axr8k030905.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2005 ------------- AMREP CORPORATION ------------------------------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Oklahoma 1-4702 59-0936128 - ---------------------------- ---------------- ---------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification Number) 641 Lexington Avenue, New York, New York 10022 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (212) 705-4700 -------------- Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition. ---------------------------------------------- On March 9, 2005, AMREP Corporation issued a press release that reported its results of operations for the three and nine month periods ended January 31, 2005. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. ---------------------------------- (c) Exhibits: 99.1 Press Release, dated March 9, 2005, issued by AMREP Corporation. 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 hereunto duly authorized. AMREP CORPORATION Date: March 11, 2005 By: /s/ Peter M. Pizza --------------- ------------------ Peter M. Pizza Vice President and Chief Financial Officer EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 99.1 Press release, dated March 9, 2005, issued by AMREP Corporation. EX-99 2 press0305.txt PRESS RELEASE EXHIBIT 99.1 FOR: AMREP Corporation 641 Lexington Avenue New York, NY 10022 CONTACT: Peter M. Pizza Vice President and Chief Financial Officer (212) 705-4700 FOR IMMEDIATE RELEASE --------------------- AMREP REPORTS THIRD QUARTER AND NINE MONTH RESULTS NEW YORK, March 9, 2005 - AMREP Corporation (NYSE:AXR) today reported net income from continuing operations of $2,511,000, or $0.38 per share, for its fiscal 2005 third quarter ended January 31, 2005, compared to net income from continuing operations of $3,341,000, or $0.50 per share, in the same period of fiscal 2004. Revenues were $31,486,000 in the third quarter this year versus $32,969,000 in the same period last year. For the first nine months of fiscal 2005, the Company reported revenues of $98,354,000 and net income from continuing operations of $10,822,000, or $1.64 per share. For the comparable period last year, the Company had revenues of $98,203,000 and net income from continuing operations of $9,280,000, or $1.41 per share. Net income from discontinued operations was $50,000 in the third quarter of fiscal 2005 and $42,000 in the same quarter last year, or $0.01 per share in each period. For the nine month period, there was a net loss from discontinued operations of $40,000 in 2005, or $0.01 per share, compared to net income of $350,000, or $0.05 per share, in the first nine months of 2004. The Company began accounting for its water utility subsidiary as a "discontinued operation" in the quarter ended January 31, 2005 as a result of previously reported developments in condemnation proceedings involving the primary assets of this subsidiary and a local governmental district in New Mexico. Accordingly, financial information from prior periods has been reclassified to conform to this presentation. Revenues from the Company's Kable News Company subsidiary were $24,126,000 in the third quarter of 2005 compared to $24,914,000 in the same quarter last year. This decrease of 3.2% was the result of a 4.2% revenue decline in Kable's Fulfillment Services segment offset in part by a 4.8% revenue increase in its Newsstand Distribution Services business. For the nine month period ended January 31, Kable's revenues decreased from $76,107,000 last year to $72,875,000 this year, primarily due to a 5.2% decline in revenues from the Fulfillment Services segment which was offset in part by a 2.6% increase in Newsstand Distribution Services revenues. The decline in Fulfillment Services revenues in both the three and nine month periods was principally the result of customer losses at Kable's Colorado fulfillment business which had been identified and known prior to Kable's acquisition of that business in 2003, while the increase in revenues of Newsstand Distribution Services in both periods resulted from additional business obtained in connection with the purchase of certain distribution contracts in the third quarter of 2005. Kable's total operating expenses decreased 6.7% and 6.1% in the third quarter and first nine months of 2005 compared to the same periods last year, with the operating expenses of Fulfillment Services decreasing 10.3% and 7.4% in the third quarter and first nine months of 2005 compared to the same periods of the prior year. This was due in part to decreases in payroll and other variable expenses resulting from the revenue decrease, reduced third-party charges for outsourced computer processing and the inclusion in the prior year of approximately $700,000 of costs of relocating and centralizing certain fulfillment operations. Fulfillment operating expenses amounted to 84.7% of related revenues in the third quarter and 84.1% for the first nine months of 2005 compared to 90.4% and 86.1% for these periods in 2004. Operating costs for Newsstand Distribution Services increased 27.4% and 6.5% in the third quarter and first nine months 2005 compared to the same periods last year, due to additional market study costs incurred in the third quarter of 2005. These higher market study costs are also expected to continue through the fourth quarter. Revenues from land sales at the Company's AMREP Southwest subsidiary decreased from $7,738,000 in the third quarter of 2004 to $6,996,000 in the same quarter this year, primarily because the prior year quarter included the sale of a relatively large tract of undeveloped residential lots to a homebuilder, whereas the current year's sales activity consisted of a higher proportion of recurring sales of developed residential lots to various homebuilders. Since these recurring sales of residential lots generally contribute lower gross profit percentages than large bulk sales, the gross profit on land sales decreased from 50% in last year's third quarter to 48% in the same quarter this year. For the nine month period, land sale revenues increased from $20,876,000 last year to $24,482,000 this year, primarily because this year's sales included more developed residential lots. The overall gross profit percentage improved from 53% in the first nine months last year to 55% for the same period this year due to better margins this year on both developed and undeveloped residential lots. As previously reported, 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, so that prior results are not necessarily a good indication of what may occur in future periods. AMREP Corporation's Kable News Company, Inc. subsidiary distributes magazines to wholesalers and provides subscription fulfillment and related services to publishers and others, and its AMREP Southwest Inc. subsidiary is a major landholder and leading developer of real estate in New Mexico. ***** (Financial Data Follows) AMREP Corporation and Subsidiaries Financial Highlights (Unaudited) Three Months Ended January 31, ------------------------------ 2005 2004 ---- ---- Revenues $ 31,486,000 $ 32,969,000 Net income: Continuing operations $ 2,511,000 $ 3,341,000 Discontinued operations-net of tax 50,000 42,000 ------------- ------------- $ 2,561,000 $ 3,383,000 Earnings per share - Basic and Diluted: Continuing Operations $ 0.38 $ 0.50 Discontinued Operations 0.01 0.01 ------------- ------------- $ 0.39 $ 0.51 ------------- ------------- Weighted average number of common shares outstanding 6,619,000 6,598,000 ------------- ------------- Nine Months Ended January 31, ----------------------------- 2005 2004 ---- ---- Revenues $ 98,354,000 $ 98,203,000 Net income: Continuing operations $ 10,822,000 $ 9,280,000 Discontinued operations-net of tax (40,000) 350,000 -------------- ------------- $ 10,782,000 $ 9,630,000 Earnings per share - Basic and Diluted: Continuing Operations $ 1.64 $ 1.41 Discontinued Operations (0.01) 0.05 -------------- ------------- $ 1.63 $ 1.46 -------------- ------------- Weighted average number of common shares outstanding 6,613,000 6,594,000 -------------- ------------- -----END PRIVACY-ENHANCED MESSAGE-----