-----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, G0e+evKlpzbDYv2QQD7YV5gdRLgTDegvbDZUckjH++tgl25OBjQ4gg3AvLuvoYpS Qp5No3yEiajn4R42PNuRPQ== 0000006207-09-000002.txt : 20090313 0000006207-09-000002.hdr.sgml : 20090313 20090313165442 ACCESSION NUMBER: 0000006207-09-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090312 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090313 DATE AS OF CHANGE: 20090313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP. CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] 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: 09680866 BUSINESS ADDRESS: STREET 1: 300 ALEXANDER PARK STREET 2: SUITE 204 CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: (609) 716-8200 MAIL ADDRESS: STREET 1: 300 ALEXANDER PARK STREET 2: SUITE 204 CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: AMREP CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN REALTY & PETROLEUM CORP DATE OF NAME CHANGE: 19671019 8-K 1 axr8k031209.txt UNITED STATES 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 12, 2009 ---------------- AMREP CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Oklahoma 1-4702 59-0936128 - ------------------------------- ---------------- -------------------- (State or Other Jurisdiction of (Commission File (IRS Employer Incorporation or Organization) Number) Identification Number) 300 Alexander Park, Suite 204, Princeton, New Jersey 08540 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (609) 716-8200 ---------------- Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 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 12, 2009, AMREP Corporation issued a press release that reported its results of operations for the three and nine month periods ended January 31, 2009. 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 12, 2009, 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 13, 2009 By: /s/ Peter M. Pizza ------------------- ----------------------- Peter M. Pizza Vice President and Chief Financial Officer -2- EXHIBIT INDEX ------------- Exhibit Number Description - ------ ----------- 99.1 Press release, dated March 12, 2009, issued by AMREP Corporation. -3- EX-99 2 axr8kpress031209.txt EXHIBIT 99.1 FOR: AMREP Corporation 300 Alexander Park, Suite 204 Princeton, NJ 08540 CONTACT: Peter M. Pizza Vice President and Chief Financial Officer (609) 716-8210 AMREP REPORTS THIRD QUARTER AND NINE MONTH RESULTS Princeton, New Jersey, March 12 - AMREP Corporation (NYSE:AXR) today reported a net loss of $100,000, or $0.02 per share, for its fiscal 2009 third quarter ended January 31, 2009 compared to net income of $3,446,000, or $0.57 per share, for its fiscal 2008 third quarter ended January 31, 2008. For the first nine months of fiscal 2009, net income was $2,866,000, or $0.48 per share, compared to net income of $13,176,000, or $2.08 per share, in the same period of 2008. Revenues were $35,720,000 and $111,580,000 in the third quarter and first nine months of 2009 compared to $43,435,000 and $136,885,000 in the same periods last year. Results for the first nine months of 2008 included a loss from discontinued operations of $57,000, net of tax, or $.01 per share, that reflected costs incurred in the first quarter of fiscal 2008 in connection with the settlement of all litigation related to the Company's former water utility subsidiary that were in addition to costs estimated and accrued for this matter in the fourth quarter of fiscal 2007. Revenues from land sales at the Company's AMREP Southwest subsidiary were $521,000 and $6,594,000 for the three and nine month periods ended January 31, 2009 compared to $6,302,000 and $27,613,000 for the same periods of the prior year. AMREP Southwest continues to experience substantially lower land sales in its principal market of Rio Rancho, New Mexico due to the severe decline in the real estate market in the greater Albuquerque-metro and Rio Rancho areas that began in earlier periods. Third quarter 2009 land sales revenues were from the sale of 11 developed residential lots and 3 undeveloped residential lots to homebuilders, while in the same period of fiscal 2008 there were land sales of 26 undeveloped residential lots to homebuilders and approximately 25 acres of undeveloped land to commercial developers. The trend of declining permits for new home construction in the Rio Rancho area, as previously reported, also continues, with 32% fewer single-family residential building permits issued during calendar year 2008 than in calendar year 2007. The Company believes that this decline has been consistent with the well-publicized problems of the national home building industry and credit markets, including fewer sales of both new and existing homes, an increasing number of mortgage delinquencies and foreclosures and a tightening of mortgage availability. Faced with these adverse conditions, builders have slowed the pace of building on developed lots previously purchased from the Company in Rio Rancho and delayed or cancelled the purchase of additional developed lots. These factors have also contributed to a steep decline in the sale of undeveloped land to both builders and investors. The average selling price of land sold by the Company in Rio Rancho in recent years has fluctuated, as the Company offers for sale developed and undeveloped land from a number of different projects, and selling prices may vary from project to project and within projects depending on location, the stage of development and other factors. The average gross profit percentage on land sales decreased from 63% in the third quarter of 2008 to 36% for the same period in 2 2009, reflecting the fact that the 2008 third quarter land sales included approximately 25 acres of commercial property which carried a higher gross profit margin than was produced by the sale of developed residential lots in the third quarter of 2009. For the first nine months the average gross profit percentage increased from 65% in 2008 to 87% in 2009. This increase was attributable to the mix of land sold, and principally was the result of a second quarter 2009 sale of 50 acres of undeveloped land to one purchaser for $3,849,000, which contributed a gross profit of $3,825,000 (99%). As a result of the revenue and gross profit factors noted, AMREP Southwest's pretax contribution decreased from income of $3,873,000 and $19,312,000 in the third quarter and first nine months of 2008 to a loss of $930,000 in the third quarter and income of $3,122,000 for the first nine months of 2009. Revenues, gross profits, average sales prices and related gross profit percentages 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. Revenues from the Company's Kable Media Services operations decreased from $36,458,000 for the third quarter of 2008 to $35,051,000 for the same period in 2009, a decline of 4%. For the first nine months of 2009, Kable Media's revenues of $104,328,000 were generally unchanged from $104,317,000 in the same period of 2008. The revenue decrease in the third quarter of 2009 reflected, in part, the effect of an 11% revenue decrease from reduced and lost business from Subscription Fulfillment Services. The well-publicized problems confronting the magazine publishing industry, including declining advertising revenues, lower subscription and newsstand sales and increasing costs, contributed to the decline in the revenues of Kable Media since publishing is the principal industry which Kable Media serves. In early November 2008, Kable Media acquired certain assets of a product repackaging business and a staffing service business and started operations in these new business areas. Revenues from these operations partially offset the 2009 third quarter decline in Subscription Fulfillment Services revenues. Kable Media's operating expenses increased by $382,000 and $1,087,000 for the third quarter and first nine months of 2009 compared to the same periods in 2008, primarily attributable to higher consulting and computer systems integration costs of the Subscription Fulfillment Services business, which were partly offset by lower interest expense principally due to lower interest rates in both periods of 2009. As a result of these factors, Kable Media incurred pretax losses of $305,000 and $460,000 for the three and nine month periods ended January 31, 2009 compared to pretax income of $1,059,000 and a pretax loss of $398,000 in the same periods of the prior year. AMREP Corporation's AMREP Southwest Inc. subsidiary is a major landholder and leading developer of real estate in New Mexico, and its Kable Media Services, Inc. subsidiary distributes magazines to wholesalers and provides subscription fulfillment and related services to publishers and others. ***** 3 Attachment 1 AMREP Corporation and Subsidiaries Financial Highlights (Unaudited) Three Months Ended January 31, ------------------------------ 2009 2008 ---- ---- Revenues $ 35,720,000 $ 43,435,000 Net income (loss) $ (100,000) $ 3,446,000 Earnings (loss) per share - Basic and Diluted $ ( 0.02) $ 0.57 Weighted average number of common shares outstanding 5,996,000 6,014,000 Nine Months Ended January 31, ----------------------------- 2009 2008 ---- ---- Revenues $ 111,580,000 $ 136,885,000 Net income (loss): Continuing operations $ 2,866,000 $ 13,233,000 Discontinued operations - (57,000) -------------- --------------- $ 2,866,000 $ 13,176,000 Earnings (loss) per share - Basic and Diluted: Continuing operations $ 0.48 $ 2.09 Discontinued operations - (0.01) -------------- --------------- $ 0.48 $ 2.08 Weighted average number of common shares outstanding 5,996,000 6,332,000
4 Attachment 2 The Company's land sales in Rio Rancho, New Mexico were as follows (dollar amounts in thousands): 2009 2008 ---------------------------------------- ------------------------------------------ Acres Revenues Acres Revenues Sold Revenues per Acre Sold Revenues per Acre ---------- ----------- ----------- -------- ------------ ------------ Three months ended January 31: Developed Residential 1.5 $ 361 $ 241 - $ - $ - Commercial - - - 25.0 5,731 229 ---------- ----------- ----------- -------- ------------ ------------ Total Developed 1.5 361 241 25.0 5,731 229 Undeveloped 2.5 160 64 24.3 571 24 ---------- ----------- ----------- -------- ------------ ------------ Total 4.0 $ 521 $ 130 49.3 $ 6,302 $ 128 Nine months ended January 31: Developed Residential 3.2 $ 789 $ 247 30.0 $ 9,468 $ 316 Commercial 1.0 126 126 38.8 8,651 223 ---------- ----------- ----------- -------- ------------ ------------ Total Developed 4.2 915 218 68.8 18,119 263 Undeveloped 134.4 5,679 42 326.5 9,494 29 ---------- ----------- ----------- -------- ------------ ------------ Total 138.6 $ 6,594 $ 48 395.3 $ 27,613 $ 70
The Company offers for sale developed and undeveloped land in Rio Rancho from a number of different projects, and selling prices may vary from project to project and within projects depending on location, the stage of development and other factors. -----END PRIVACY-ENHANCED MESSAGE-----