-----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, IFQ8OnRMzOPDctBLwDkdiN8gBADd/gQDFxyoAxdsEForoJ/NbJRosKUk5l2mUfzi zHTbryqLCNYE6KZq0hpxFg== 0000006207-05-000021.txt : 20050913 0000006207-05-000021.hdr.sgml : 20050913 20050913155216 ACCESSION NUMBER: 0000006207-05-000021 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050731 FILED AS OF DATE: 20050913 DATE AS OF CHANGE: 20050913 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: 051082263 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 axr0106.txt UNITED STATES 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, 2005 ---------------------------------- 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 Exchange Act). Yes No X -------- ---------- Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X -------- ---------- Number of Shares of Common Stock, par value $.10 per share, outstanding at July 31, 2005 - 6,626,112. AMREP CORPORATION AND SUBSIDIARIES INDEX ----- PART I. FINANCIAL INFORMATION PAGE NO. -------- Item 1. Financial Statements Consolidated Balance Sheets (Unaudited) July 31, 2005 and April 30, 2005 1 Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended July 31, 2005 and 2004 2 Consolidated Statements of Cash Flows (Unaudited) Three Months Ended July 31, 2005 and 2004 3 Notes to Consolidated Financial Statements 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 5 - 8 Item 3. Quantitative and Qualitative Disclosures About Market Risk 8 Item 4. Controls and Procedures 8 PART II. OTHER INFORMATION Item 6. Exhibits 9 SIGNATURE 10 EXHIBIT INDEX 11 PART I. FINANCIAL INFORMATION Item 1. Financial Statements - ------ -------------------- AMREP CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets ( Unaudited ) (Thousands, except par value and number of shares) July 31, April 30, 2005 2005 ------------------ ------------------- ASSETS: Cash and cash equivalents $ 43,341 $ 37,743 Receivables, net: Magazine service operations 44,068 51,348 Real estate operations 6,255 6,277 ------------------ ------------------- 50,323 57,625 Real estate inventory 54,575 52,906 Investment assets - net 11,308 11,356 Property, plant and equipment, at cost, net of accumulated depreciation and amortization of $20,966 at July 31, 2005 and $19,972 at April 30, 2005 11,345 11,600 Other assets, net 13,402 12,347 Assets of discontinued operations - 5,541 Goodwill 5,191 5,191 ------------------ ------------------- TOTAL ASSETS $ 189,485 $ 194,309 ================== =================== LIABILITIES AND SHAREHOLDERS' EQUITY: Accounts payable and accrued expenses $ 43,084 $ 50,720 Dividends payable 3,644 - Liabilities of discontinued operations - 13 Notes payable: Amounts due within one year 2,121 2,099 Amounts subsequently due 6,045 9,955 ------------------ ------------------- 8,166 12,054 Taxes payable 1,571 2,220 Deferred income taxes 8,085 6,117 Accrued pension cost 5,810 5,780 ------------------ ------------------- TOTAL LIABILITIES 70,360 76,904 ------------------ ------------------- Shareholders' equity: Common stock, $.10 par value; shares authorized - 20,000,000; 7,414,704 shares issued at July 31, 2005 and April 30, 2005 741 741 Capital contributed in excess of par value 45,395 45,395 Retained earnings 84,415 82,695 Accumulated other comprehensive loss, net (5,976) (5,976) Treasury stock, at cost; 788,592 shares at July 31, 2005 and April 30, 2005 (5,450) (5,450) ------------------ ------------------- TOTAL SHAREHOLDERS' EQUITY 119,125 117,405 ------------------ ------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 189,485 $ 194,309 ================== ===================
See notes to consolidated financial statements. 1 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended July 31, 2005 and 2004 (Thousands, except per share amounts) 2005 2004 ----------------- ------------------- REVENUES: Magazine service operations $ 22,155 $ 23,650 Real estate operations - land sales 7,409 9,682 Interest and other 450 306 ----------------- ------------------- 30,014 33,638 ----------------- ------------------- COSTS AND EXPENSES: Magazine service operating expenses 18,505 18,917 Real estate cost of sales 4,763 4,478 Real estate commissions and selling 266 649 Other operations 309 275 General and administrative: Magazine service operations 2,162 2,066 Real estate operations and corporate 1,009 854 Interest expense, net 140 144 ----------------- ------------------- 27,154 27,383 ----------------- ------------------- Income before income taxes 2,860 6,255 PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS 1,058 2,314 ----------------- ------------------- INCOME FROM CONTINUING OPERATIONS 1,802 3,941 INCOME FROM OPERATIONS OF DISCONTINUED BUSINESS (NET OF INCOME TAXES) 3,562 85 ----------------- ------------------- NET INCOME 5,364 4,026 RETAINED EARNINGS, beginning of period 82,695 69,815 DIVIDENDS PAYABLE (3,644) (2,645) ----------------- ------------------- RETAINED EARNINGS, end of period $ 84,415 $ 71,196 ================= =================== EARNINGS PER SHARE - BASIC AND DILUTED CONTINUING OPERATIONS $ 0.27 $ 0.60 DISCONTINUED OPERATIONS 0.54 0.01 ----------------- ------------------- EARNINGS PER SHARE - BASIC AND DILUTED $ 0.81 $ 0.61 ================= =================== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,626 6,606 ================= ===================
See notes to consolidated financial statements. 2 AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Three Months Ended July 31, 2005 and 2004 (Thousands) 2005 2004 ----------------- ------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 5,364 $ 4,026 ----------------- ------------------- Adjustments to reconcile net income to net cash provided by operating activities - Depreciation and amortization 1,267 1,221 Non-cash credits and charges: Pension expense accrual 51 54 Bad debt reserve 74 ( 92) Gain on condemnation of utility company (5,516) - Changes in assets and liabilities - Receivables 7,228 ( 6,339) Real estate inventory ( 1,669) 2,015 Other assets ( 1,266) ( 529) Accounts payable and accrued expenses ( 670) ( 719) Taxes payable ( 649) 140 Deferred income taxes 1,968 798 ----------------- ------------------- Total adjustments 818 (3,451) ----------------- ------------------- Net cash provided by operating activities 6,182 575 ----------------- ------------------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 743) ( 1,202) Proceeds from condemnation of utility company 4,047 - ----------------- ------------------- Net cash provided (used) by investing activities 3,304 ( 1,202) ----------------- ------------------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from debt financing 4,822 181 Principal debt payments ( 8,710) ( 1,039) Proceeds from exercise of stock options - 35 ----------------- ------------------- Net cash used by financing activities ( 3,888) ( 823) ----------------- ------------------- Increase (decrease) in cash and cash equivalents 5,598 ( 1,450) CASH AND CASH EQUIVALENTS, beginning of period 37,743 26,805 ----------------- ------------------- CASH AND CASH EQUIVALENTS, end of period $ 43,341 $ 25,355 ================= =================== SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid - net of amounts capitalized $ 186 $ 118 ================= =================== Income taxes paid - net of refunds $ 1,831 $ 1,426 ================= =================== See notes to consolidated financial statements.
3 AMREP CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Three Months Ended July 31, 2005 and 2004 (1) Basis of Presentation --------------------- The accompanying unaudited consolidated financial statements included herein have been prepared by AMREP Corporation (the "Registrant" or the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial information, and do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. 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 a good indication of what may occur in future periods. The unaudited consolidated financial statements herein should be read in conjunction with the Company's annual report on Form 10-K, as amended, for the year ended April 30, 2005 which was previously filed with the Securities and Exchange Commission. (2) Information About the Company' s Operations in Different Industry ----------------------------------------------------------------- Segments -------- The following tables set forth summarized data relative to the industry segments for continuing operations in which the Company operated for the three month periods ended July 31, 2005 and 2004. THREE MONTHS: Newsstand Fulfillment Real Estate Distribution Services Operations Corporate Consolidated -------------- ------------- ------------- ------------- ------------ July 2005 (Thousands): Revenues $ 3,611 $ 18,544 $ 7,689 $ 170 $ 30,014 Operating and SG&A expenses 2,822 17,845 5,711 636 27,014 Management fee 36 213 249 ( 498) - Interest expense, net 30 110 - - 140 -------------- ------------- ------------- ------------- ------------ Pretax income contribution from continuing operations $ 723 $ 376 $ 1,729 $ 32 $ 2,860 ============== ============= ============= ============= ============ Identifiable assets $ 32,036 $ 43,189 $ 76,510 $ 32,559 $ 184,294 Intangible assets $ 3,893 $ 1,298 $ - $ - $ 5,191 - -------------------------------------------------------------------------------------------------------------- July 2004 (Thousands): Revenues $ 3,181 $ 20,469 $ 9,965 $ 23 $ 33,638 Operating and SG&A expenses 2,642 18,341 5,801 455 27,239 Management fee 29 196 225 ( 450) - Interest expense, net ( 4) 127 - 21 144 -------------- ------------- ------------- ------------- ------------ Pretax income ( loss ) contribution from continuing operations $ 514 $ 1,805 $ 3,939 $ ( 3) $ 6,255 ============== ============= ============= ============= ============ Identifiable assets $ 32,883 $ 40,430 $ 78,152 $ 17,985 $ 169,450 Intangible assets $ 3,893 $ 1,298 $ - $ - $ 5,191 - --------------------------------------------------------------------------------------------------------------
4 Item 2. Management's Discussion and Analysis of Financial Condition - ------ ----------------------------------------------------------- and Results of Operations ------------------------- INTRODUCTION The Company, through its subsidiaries, is primarily engaged in three business segments: the Real Estate business operated by AMREP Southwest Inc. and its subsidiaries (collectively, "AMREP Southwest") and the Fulfillment Services and Newsstand Distribution Services businesses operated by Kable Media Services, Inc. and its subsidiaries (collectively, "Kable"). The Company's foreign sales and activities are not significant. The following provides information that management believes is relevant to an assessment and understanding of the Company's consolidated results of operations and financial condition. The discussion should be read in conjunction with the consolidated financial statements and accompanying notes. All references in this Item 2 to the first three months or first quarter of 2006 and 2005 mean the fiscal quarters ended July 31, 2005 and July 31, 2004. CRITICAL ACCOUNTING POLICIES AND ESTIMATES Management's discussion and analysis of financial condition and results of operations is based on the accounting policies used and disclosed in the 2005 consolidated financial statements and accompanying notes that were prepared in accordance with accounting principles generally accepted in the United States of America and included as part of the Company's annual report on Form 10-K, as amended, for the year ended April 30, 2005 (the "2005 Form 10-K"). The preparation of those financial statements required management to make estimates and assumptions that affected the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual amounts or results could differ from those estimates. The significant accounting policies of the Company are described in Note 1 to the 2005 consolidated financial statements, and the critical accounting policies and estimates are described in Management's Discussion and Analysis included in the 2005 Form 10-K. There have been no changes in the critical accounting policies. Information concerning the implementation and the impact of new accounting standards issued by the Financial Accounting Standards Board is included in the notes to the 2005 consolidated financial statements. The Company did not adopt an accounting policy in the first quarter of fiscal 2006 that had a material impact on its financial condition, liquidity or results of operations. RESULTS OF OPERATIONS Three Months ended July 31, 2005 Compared to Three Months ended July 31, 2004 For the first quarter of fiscal 2006, net income was $5,364,000, or $0.81 per share, compared to net income of $4,026,000, or $0.61 per share, in the first quarter of the prior fiscal year. This consisted of 2006 first quarter net income from continuing operations of $1,802,000, or $0.27 per share, and from discontinued operations of $3,562,000, or $0.54 per share, versus $3,941,000, or $0.60 per share, and $85,000, or $0.01 per share, in the same period last year. Revenues were $30,014,000 in the current year first quarter versus $33,638,000 in the first quarter of fiscal 2005. Income from discontinued operations in the first quarter of 2006 was the result of the after-tax gain (including interest and net of expenses) on the disposition through condemnation proceedings of the primary assets of the Company's El Dorado, New Mexico water utility subsidiary. Financial information 5 for operations from prior periods has been reclassified to conform to this presentation. Kable's revenues were $22,155,000 in the first quarter of 2006 compared to $23,650,000 in the same quarter last year. This 6.3% decrease was the result of a 9.4% revenue decline in the Fulfillment Services segment offset in part by a 13.5% revenue increase in the Newsstand Distribution Services business. The decline in Fulfillment Services revenues was principally the result of customer losses at the Colorado fulfillment business that occurred throughout fiscal 2005, most of which had been identified prior to Kable's acquisition of that business in April 2003, while the increase in revenues of Newsstand Distribution Services resulted from increased sales of magazines distributed due, in part, to additional business obtained from the purchase of certain distribution contracts in the third quarter of fiscal 2005. Kable's operating expenses decreased 2.2% in the first quarter of 2006 compared to the same period last year, and amounted to 84% and 80% of related revenues in the first three months of 2006 and 2005, respectively. Fulfillment Services' operating expenses decreased 3.8% for this period, primarily due to reduced payroll resulting from the revenue decrease, but increased as a percentage of its revenues to 88% in the first quarter of 2006 from 83% in the same period last year primarily because a reduction of variable expenses, including payroll, in relation to the revenue decrease was offset by fixed costs of equipment and other overhead costs which remained comparable from 2005's first quarter to that of 2006. Operating costs for Newsstand Distribution Services increased 12.5% in the first three months of 2006 compared to the same period last year as a result of costs associated with the distribution contracts purchased in the third quarter of fiscal 2005, and amounted to approximately 59% of related revenues in both years. Revenues at AMREP Southwest decreased from $9,965,000 in the first quarter of 2005 to $7,689,000 in the first quarter of 2006, mainly because the prior year included $1,913,000 of revenues from the settlement of condemnation proceedings involving the Company's last remaining parcel of land in Florida. Revenues from land sales in the Company's core market of Rio Rancho, New Mexico were $7,409,000 in the first three months of 2006 compared to $7,769,000 in 2005's first quarter. The gross profit percentage on Rio Rancho land sales in the first quarter decreased from 53% in 2005 to 36% in 2006 due to a change in the mix of developed versus unimproved lots sold, as the sales in the first quarter of 2006 included a greater proportion of developed lots (which generally have a lower gross profit margin than unimproved lots) than was the case in the first quarter of 2005. 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 a good indication of what may occur in future periods. Real Estate commissions and selling expenses decreased to $266,000 in the first quarter of the current year from $649,000 in the same period last year due to costs associated with the prior year condemnation proceedings of the property in Florida referred to above. Such costs generally vary depending upon the terms of specific sale transactions. Real estate and corporate general and administrative expenses increased from $854,000 in the first quarter of 2005 to $1,009,000 in the same period of 2006, principally as a result of an increase in the Company's stock price which is used to value a portion of directors' compensation paid in stock. General and administrative costs of magazine operations increased from $2,066,000 in the first quarter of 2005 to $2,162,000 in the same period of the current year primarily due to an increase in health care costs resulting from claim experience. 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 service operations, and from borrowings under its various lines-of credit and development loan agreements. 6 Cash Flows From Financing Activities - ------------------------------------ In April 2005, various of Kable's subsidiaries comprising its Fulfillment Services and Newsstand Distribution Services businesses entered into a credit arrangement with a bank that allows separate revolving credit borrowings for each business of up to $11,000,000 for Fulfillment Services and up to $9,000,000 for Distribution Services based upon a prescribed percentage of the borrower's eligible accounts receivable, as defined. At July 31, 2005, the borrowing availability of the Fulfillment Services business was $11,000,000, against which $1,985,000 was outstanding with interest at a rate of approximately 5.4%, and the borrowing availability of the Distribution Services business was $9,000,000, against which $2,149,000 was outstanding with interest at a rate of approximately 5.1%. An additional $3,000,000 is available under the credit arrangement for capital expenditures. AMREP Southwest has a loan agreement with a bank with a maximum borrowing capacity of $10,000,000 that is used to support real estate development in New Mexico. There were no balances outstanding under this arrangement at either July 31, 2005 or April 30, 2005. On July 13, 2005, the Company's Board of Directors declared a special dividend of $0.55 per share payable on August 19, 2005 to shareholders of record on July 26, 2005. 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 - ------------------------------------ Inventories amounted to $54,575,000 at July 31, 2005 compared to $52,906,000 at April 30, 2005. Inventories in the Company's core real estate market of Rio Rancho increased to $48,278,000 at July 31, 2005 from $46,674,000 at April 30, 2005 as a result of development spending offset, in part, by land sales. The balance of inventory consisted of properties in Colorado. Receivables from magazine service operations decreased from $51,348,000 at April 30, 2005 to $44,068,000 at July 31, 2005, primarily due to the timing of quarter-end cash collections. Accounts payable and accrued expenses decreased from $50,720,000 at April 30, 2005 to $43,084,000 at July 31, 2005 because a $7,000,000 deposit received in fiscal 2005 in connection with the condemnation of the Company's El Dorado, New Mexico water utility subsidiary was applied to the total proceeds of the transaction and recorded in the first quarter of fiscal 2006 upon receipt of the final payment due. Cash Flows From Investing Activities - ------------------------------------ Capital expenditures amounted to $743,000 and $1,202,000 in the first three months of 2006 and 2005, respectively, and were primarily related to computer hardware and software acquired in connection with the expansion of Kable's Fulfillment Services business. The Company believes that it has adequate financing capability to provide for its anticipated future capital expenditures. The Company is obligated to make future payments under various contracts, including its debt agreements and lease agreements, and it is subject to certain other commitments and contingencies. There have been no material changes to Future Payments Under Contractual Obligations as reflected in the Liquidity and Capital Resources section of Management's Discussion and Analysis in the 2005 Form 10-K. Refer to notes 8, 13 and 14 for additional information on long-term debt and commitments and contingencies. 7 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 2005 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. Item 3. Quantitative and Qualitative Disclosures About Market Risk - ------ ---------------------------------------------------------- The Company has several credit facilities or loans that require the Company to pay interest at a rate that may change periodically. These variable rate obligations expose the Company to the risk of increased interest expense in the event of increases in short-term interest rates. At July 31, 2005, approximately $4,134,000 of the total debt of $8,166,000 was subject to variable interest rates. Refer to Item 7(A) of the Company's 2005 Form 10-K for additional information regarding quantitative and qualitative disclosures about market risk. Item 4. Controls and Procedures - ------ ----------------------- Evaluation of Disclosure Controls and Procedures The Company's management, with the participation of the Company's chief financial officer and the other executive officers whose certifications accompany this annual report, have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. As a result of such evaluation, the chief financial officer and such other executive officers have concluded that such disclosure controls and procedures are effective, in all material respects, to provide reasonable assurance that the information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and (ii) accumulated and communicated to management, including the chief financial officer and the other executive officers whose certificates accompany this quarterly report, as appropriate, to allow timely decisions regarding controls. The Company believes that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. Subsequent to the date of the most recent evaluation of the Company's internal controls, there was no significant change to the Company's internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses. Changes in Internal Control over Financial Reporting No change in the Company's system of internal control over financial reporting occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. 8 PART II. OTHER INFORMATION Item 6. Exhibits - ------ -------- Exhibits -------- 31.1 Certification required by Rule 13a - 14 (a) under the Securities Exchange Act of 1934. 31.2 Certification required by Rule 13a - 14 (a) under the Securities Exchange Act of 1934. 31.3 Certification required by Rule 13a - 14 (a) under the Securities Exchange Act of 1934. 32 Certification required pursuant to 18 U.S.C. Section 1350. 9 SIGNATURE --------- 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: September 13, 2005 By: /s/ Peter M. Pizza ------------------ Peter M. Pizza Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 10 EXHIBIT INDEX ------------- Exhibit No. Description ------- ----------- 31.1 Certification required by Rule 13a - 14 (a) under the Securities Exchange Act of 1934. 31.2 Certification required by Rule 13a - 14 (a) under the Securities Exchange Act of 1934. 31.3 Certification required by Rule 13a - 14 (a) under the Securities Exchange Act of 1934. 32 Certification required pursuant to 18 U.S.C. Section 1350. 11 EX-31 2 exh31_0106.txt EXHIBIT 31.1 CERTIFICATION* - -------------- I, Peter M. Pizza, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2005 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 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 the registrant's board of directors: (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 13, 2005 /s/ Peter M. Pizza - --------------------- Peter M. Pizza, Vice President and Chief Financial Officer - ----------- *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 Media Services, 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. Its executive officers include James Wall, Senior Vice President and Peter M. Pizza, Vice President and Chief Financial Officer, and Michael P. Duloc, who may be deemed an executive officer by reason of his position with Kable. EXHIBIT 31.2 CERTIFICATION* - --------------- I, James Wall, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2005 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 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 the registrant's board of directors: (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 13, 2005 /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 Media Services, 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. Its executive officers include James Wall, Senior Vice President and Peter M. Pizza, Vice President and Chief Financial Officer, and Michael P. Duloc, who may be deemed an executive officer by reason of his position with Kable. EXHIBIT 31.3 CERTIFICATION* - -------------- I, Michael P. Duloc, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2005 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 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 the 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 13, 2005 /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 Media Services, 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. Its executive officers include James Wall, Senior Vice President and Peter M. Pizza, Vice President and Chief Financial Officer, and Michael P. Duloc, who may be deemed an executive officer by reason of his position with Kable. EX-32 3 exh32_0106.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 ended July 31, 2005 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 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 13, 2005 /s/ Peter M. Pizza ------------------ Peter M. Pizza Vice President and 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 Media Services, 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. Its executive officers include James Wall, Senior Vice President and Peter M. Pizza, Vice President and Chief Financial Officer, and Michael P. Duloc, who may be deemed an executive officer by reason of his position with Kable. -----END PRIVACY-ENHANCED MESSAGE-----