-----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, KEbefVkg2k8nLIImnPO/8uyxqqURJTx7y9Y0Xx/oNUKNCRYNBxy9vqIleUaeNPwp D5vKJ3m7cqANW77pxf64GQ== 0000006207-99-000008.txt : 19991228 0000006207-99-000008.hdr.sgml : 19991228 ACCESSION NUMBER: 0000006207-99-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991031 FILED AS OF DATE: 19991215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMREP CORP CENTRAL INDEX KEY: 0000006207 STANDARD INDUSTRIAL CLASSIFICATION: 1531 IRS NUMBER: 590936128 STATE OF INCORPORATION: OK FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-04702 FILM NUMBER: 99774698 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 2ND 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 October 31, 1999 ______________________________________ 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 subject to such filing requirements for the past 90 days. Yes X No ____________ ___________ Number of Shares of Common Stock, par value $.10 per share, outstanding at December 10, 1999 - 7,240,350. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES CONTENTS PART I PAGE NO. Consolidated Financial Statements: Balance Sheets October 31, 1999 (Unaudited) and April 30, 1999 (Audited) 1 Statements of Operations and Retained Earnings (Unaudited) Three Months Ended October 31, 1999 and 1998 2 Statements of Operations and Retained Earnings (Unaudited) Six Months Ended October 31, 1999 and 1998 3 Statements of Cash Flows (Unaudited) Six Months Ended October 31, 1999 and 1998 4 Notes to Consolidated Financial Statements 5 - 6 Management's Discussion and Analysis 7 - 10 PART II Other Information 11 Signatures 12 Exhibit Index 13 FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Consolidated Balance Sheets October 31, 1999 and April 30, 1999 (Dollar amounts in thousands, except par value) October 31, April 30, 1999 1999 ------------------- ---------------- (Unaudited) (Audited) ASSETS Cash and cash equivalents $ 17,608 $ 23,553 Receivables, net: Real estate operations 11,156 10,846 Magazine circulation operations 50,303 53,822 Real estate inventory 69,113 89,723 Other real estate investments 1,749 2,401 Property, plant and equipment, at cost, net of accumulated depreciation and amortization of $14,725 at October 31, 1999 and $14,443 at April 30, 1999 17,991 18,360 Other assets 12,683 13,881 Excess of cost of subsidiary over net assets acquired 5,191 5,191 ---------------- --------------- Total Assets $ 185,794 $ 217,777 ================ =============== LIABILITIES AND SHAREHOLDERS' EQUITY Accounts payable, deposits and accrued expenses $ 30,515 $ 36,182 Notes payable: Amounts due within one year 11,260 26,769 Amounts subsequently due 38,430 47,896 Taxes payable: Amounts due within one year 819 2,513 Amounts subsequently due 10,325 11,825 Deferred income taxes 1,661 1,015 ---------------- --------------- Total Liabilities 93,010 126,200 ---------------- --------------- Shareholders' equity: Common stock, $.10 par value; shares authorized -- 20,000,000; shares issued and outstanding --7,398,677 at October 31, 1999 and April 30, 1999 740 740 Capital contributed in excess of par value 44,930 44,928 Retained earnings 48,044 46,089 Treasury stock, at cost; 156,127 shares at October 31, 1999, and (930) (180) 30,027 shares at April 30, 1999 ---------------- --------------- Total Shareholders' Equity 92,784 91,577 ---------------- --------------- Total Liabilities and Shareholders' Equity $ 185,794 $ 217,777 ================ =============== See notes to consolidated financial statements. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended October 31, 1999 and 1998 (Amounts in thousands, except per share amounts) 1999 1998 -------------------- ------------------- REVENUES Real estate operations: Land sales $ 12,118 $ 2,075 Home and condominium sales 7,890 17,376 --------------- -------------- 20,008 19,451 Magazine circulation operations 13,863 14,930 Interest and other operations 442 1,549 --------------- -------------- 34,313 35,930 --------------- -------------- COSTS AND EXPENSES Real estate cost of sales: Land sales 8,473 939 Home and condominium sales 7,885 15,103 Operating expenses: Magazine circulation operations 10,732 11,554 Real estate commissions and selling 1,229 1,791 Other operations 971 970 General and administrative: Real estate operations and corporate 1,574 2,158 Magazine circulation operations 1,648 1,585 Interest, net 731 1,261 --------------- -------------- 33,243 35,361 --------------- -------------- INCOME BEFORE INCOME TAXES 1,070 569 PROVISION FOR INCOME TAXES 428 228 --------------- -------------- NET INCOME 642 341 RETAINED EARNINGS, beginning of period 47,402 41,434 --------------- -------------- RETAINED EARNINGS, end of period $ 48,044 $ 41,775 =============== ============== EARNINGS PER SHARE - BASIC AND DILUTED $ 0.09 $ 0.05 =============== ============== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 7,297 7,369 =============== ============== See notes to consolidated financial statements. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Operations and Retained Earnings (Unaudited) Six Months Ended October 31, 1999 and 1998 (Amounts in thousands, except per share amounts) 1999 1998 ==================== =================== REVENUES Real estate operations: Land sales $ 20,344 $ 11,748 Home and condominium sales 26,601 38,224 --------------- -------------- 46,945 49,972 Magazine circulation operations 26,863 29,180 Interest and other operations 2,540 3,001 --------------- -------------- 76,348 82,153 --------------- -------------- COSTS AND EXPENSES Real estate cost of sales: Land sales 14,336 6,028 Home and condominium sales 24,378 33,250 Operating expenses: Magazine circulation operations 21,198 22,457 Real estate commissions and selling 2,819 3,567 Other operations 1,982 1,834 General and administrative: Real estate operations and corporate 3,516 3,989 Magazine circulation operations 3,217 3,267 Interest, net 1,644 2,389 --------------- -------------- 73,090 76,781 --------------- -------------- INCOME BEFORE INCOME TAXES 3,258 5,372 PROVISION FOR INCOME TAXES 1,303 2,149 --------------- -------------- NET INCOME 1,955 3,223 RETAINED EARNINGS, beginning of period 46,089 38,552 --------------- -------------- RETAINED EARNINGS, end of period $ 48,044 $ 41,775 =============== ============== EARNINGS PER SHARE - BASIC AND DILUTED $ 0.27 $ 0.44 =============== ============== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 7,329 7,369 =============== ============== See notes to consolidated financial statements. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) Six Months Ended October 31, 1999 and 1998 (Amounts in thousands) 1999 1998 ---------------- --------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 1,955 $ 3,223 ------------- ------------ Adjustments to reconcile net income to net cash provided (used) by operating activities: - Depreciation and amortization 2,372 1,528 Non-cash credits and charges: Loss on disposition of fixed assets 169 - Issuance of treasury stock as compensation 92 - Inventory and Joint Venture valuation adjustments and write-offs 1,223 - Pension benefit accrual (162) (75) Changes in assets and liabilities: Receivables, net 3,209 (4,671) Real estate inventory 20,610 (5,378) Other real estate investments 652 (314) Other assets (1,091) (559) Accounts payable, deposits and accrued expenses (5,667) (1,121) Taxes payable (3,194) (3,400) Deferred income taxes 646 - ------------- ------------ Total adjustments 18,859 (13,990) ------------- ------------ Net cash provided (used) by operating activities 20,814 (10,767) ------------- ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (944) (1,204) ------------- ------------ Net cash used by investing activities (944) (1,204) ------------- ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from debt financing 11,410 49,032 Principal debt payments (36,385) (45,457) Purchase of treasury stock (840) - ------------- ------------ Net cash provided (used) by financing activities (25,815) 3,575 ------------- ------------ INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,945) (8,396) CASH AND CASH EQUIVALENTS, beginning of period 23,553 20,517 -------------- ------------ CASH AND CASH EQUIVALENTS, end of period $ 17,608 $ 12,121 ============== ============ SUPPLEMENTAL CASH FLOW INFORMATION: Interest paid - net of amounts capitalized $ 1,737 $ 2,544 Income taxes paid $ 3,795 $ 5,706 ============= ============ See notes to consolidated financial statements. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements (Unaudited) Six Months Ended October 31, 1999 and 1998 (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, 1999 balance sheet amounts have been derived from the April 30, 1999 audited financial statements of the Registrant. Since the accompanying consolidated financial statements do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements, it is suggested that they be read in conjunction with the financial statements and notes thereto included in the Registrant's April 30, 1999 Annual Report on Form 10-K. In the opinion of management, the accompanying unaudited financial statements include all adjustments 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. Certain amounts in the October 31, 1998 Statement of Operations and Retained Earnings and Statement of Cash Flows have been reclassified to conform to the presentation used at October 31, 1999. (2) INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS: The following schedules set forth summarized data relative to the industry segments in which the Company operates for the three and six month periods ended October 31, 1999 and 1998. < Land Home Corporate Sales Building(a) Distribution Fulfillment and Other Consolidated THREE MONTHS: October 1999 (Thousands): Revenues $ 12,718 $ 7,027 $ 4,124 $ 9,739 $ 705 $ 34,313 Expenses (excluding interest) 10,123 9,215 3,615 8,765 794 32,512 Interest expense, net 156 22 392 143 18 731 -------- -------- -------- -------- -------- -------- Pretax income (loss) contribution $ 2,439 $ (2,210) $ 117 $ 831 $ (107) $ 1,070 ======== ======== ======== ======== ======== ======== - - ----------------------------------------------------------------------------------------------------- October 1998 (Thousands): Revenues $ 2,335 $ 17,996 $ 5,243 $ 9,687 $ 669 $ 35,930 Expenses (excluding interest) 1,902 17,700 3,817 9,322 1,359 34,100 Interest expense, net 160 350 530 203 18 1,261 -------- -------- -------- -------- -------- -------- Pretax income (loss) contribution $ 273 $ (54) $ 896 $ 162 $ (708) $ 569 ======== ======== ======== ======== ======== ======== - - ---------------------------------------------------------------------------------------------------- 4

< Land Home Corporate Sales Building(a) Distribution Fulfillment and Other Consolidated SIX MONTHS: October 1999 (Thousands): Revenues $ 21,746 $ 26,500 $ 8,779 $ 18,084 $ 1,239 $ 76,348 Expenses (excluding interest) 16,722 28,133 7,378 17,037 2,176 71,446 Interest expense, net 285 218 811 295 35 1,644 -------- -------- -------- -------- -------- -------- Pretax income (loss) contribution $ 4,739 $ (1,851) $ 590 $ 752 $ (972) $ 3,258 ======== ======== ======== ======== ======== ======== Identifiable assets $ 62,079 $ 32,516 $ 57,081 $ 19,687 $ 14,430 $185,793 - - ----------------------------------------------------------------------------------------------------- October 1998 (Thousands): Revenues $ 12,193 $ 39,225 $ 10,638 $ 18,542 $ 1,555 $ 82,153 Expenses (excluding interest) 7,614 38,579 7,783 17,941 2,475 74,392 Interest expense, net 284 635 1,034 395 41 2,389 -------- -------- -------- -------- -------- -------- Pretax income (loss) contribution $ 4,295 $ 11 $ 1,821 $ 206 $ (961) $ 5,372 ======== ======== ======== ======== ======== ======== Identifiable assets $ 71,346 $ 75,951 $ 61,525 $ 20,779 $ 2,444 $232,045 - - ---------------------------------------------------------------------------------------------------- 4

(a)Includes the effect of valuation adjustments and other write-offs on certain inventories and equity investments in joint ventures of approximately $1.9 million recorded in the quarter ended October 31, 1999. Based upon the nature of the components of the this adjustment, the Company charged $.9 million of the adjustment to housing cost of sales, $.7 million to interest and other operations, and the balance to selling and general and administrative expenses. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations October 31, 1999 RESULTS OF OPERATIONS Total revenues decreased $1.6 million (5%) from $35.9 million to $34.3 million for the three month period ended October 31, 1999 compared to the prior year, while net income increased from $341,000 last year to $642,000 this year. For the six month period ended October 31, 1999, revenues decreased $5.8 million (7%) from $82.1 million to $76.3 million, and net income declined to $2.0 million from $3.2 million in the same period of the prior year. Revenues from real estate operations increased $.6 million (3%) and decreased $3.0 million (6%) during the three and six month periods ended October 31, 1999, respectively, compared to the prior year, resulting from a decrease in home sales which was offset by an increase in revenues from land sales during these periods. These variations largely reflect decisions made by the Company during the prior fiscal year to wind-down substantially all of its homebuilding operations and to sell all of its remaining land holdings in California and Colorado. As part of this process, the Company has entered into option-like contracts for the sale of homebuilding lots to several national and local builders in Rio Rancho, New Mexico and Denver, Colorado. Revenues from land sales increased by $10.0 million in the second quarter, primarily as the result of the bulk sale of approximately 500 homebuilding lots in Colorado as well as three large commercial sales in Rio Rancho during the quarter, whereas the prior year did not include any comparable bulk sales of homebuilding lots or commercial real estate. The gross profit percentage on land sales was 30% for both the second quarter and six month periods of the current year, compared to 55% in the second quarter and 49% for the six month period of the prior year. The gross profit percentages attained during the current fiscal year are lower than those attained in the prior year due to the increased proportion of sales of bulk homebuilding lots, which traditionally have lower profit margins than sales of commercial real estate. Land sale revenues and related gross profits can vary from period to period as a result of the nature and timing of specific transactions, and thus prior results are not an indication of amounts that may be expected to occur in future periods from sales of land. Revenues from home sales decreased $9.5 million (55%) and $11.6 million (30%) in the three and six month periods ended October 31, 1999, respectively, as compared to the similar periods of the prior year, resulting from a decrease in total unit deliveries from 146 to 48 in the second quarter and from 309 to 175 in the six month period. In addition, the gross profit percentage realized on housing operations (before certain adjustments and write-offs discussed below) decreased from 13% for the three and six month periods of the prior year to 8.5% and 10.9% for the comparable periods of the current year. These decreases all reflect the effects of the restructuring of the Company's real estate operations, as discussed above. During the quarter ended October 31, 1999, the real estate division recorded charges of approximately $1.9 million for valuation adjustments and other write-offs on certain inventories and equity investments in joint venture arrangements. These adjustments were deemed necessary as a result of several factors, including the decision to curtail remaining homebuilding on certain projects in Oregon due to market conditions, the accrual of additional warranty and other site development costs necessary to comply with municipal requirements in Colorado, and additional write-offs on projects in California. The Company's remaining investment in land and joint ventures in markets outside of New Mexico is approximately $24 million, and, as discussed above, the Company or its partners are in the process of winding-down or selling these assets. The ultimate ability to recover the full value of these assets is dependent upon a number of factors, including market conditions in each of those regions, and cannot be assured. Revenues from magazine circulation operations decreased approximately $1.1 million (7%) and $2.3 million (8%) in the three and six month periods ended October 31, 1999, respectively, as compared to the same periods last year. Newsstand revenues decreased approximately $1.1 million (21%) and $1.8 million (17%) in the three and six month periods this year, respectively, compared to the same periods in the prior year due primarily to a decrease in gross magazine billings, principally resulting from the loss of two publisher clients. Fulfillment Services revenues were comparable from year to year for the three month period, and decreased approximately $.5 million (2%)for the six month period as a result of decreasing revenues from one large customer which, as previously announced, has changed its operational strategies and will discontinue the use of Fulfillment Services during fiscal 2000; Fulfillment Services does not expect a significant impact on earnings as a result of this change. This revenue decrease was partly offset by cost reductions, principally payroll-related, as magazine circulation operating expenses decreased by $.8 million (7%) and $1.3 million (6%) for the three and six month periods ended October 31, 1999. Revenues and equity income from joint ventures included in "Interest and other operations" decreased as a result of the valuation adjustments and other write-offs discussed above. Real estate commissions and selling expenses decreased from the prior year for both the three and six month periods primarily as a result of the wind-down of homebuilding operations. This is also the reason for the decrease in real estate and corporate general and administrative expenses. General and administrative costs of the magazine circulation operations were comparable to the prior year amounts in both periods. Interest expense decreased due to lower borrowing requirements within both the real estate and magazine businesses. LIQUIDITY AND CAPITAL RESOURCES During the past several years, the Company has financed its operations from internally generated funds from home and land sales and magazine circulation operations, and from borrowings under its various lines-of-credit and construction loan agreements. During the quarter ended October 31, 1999, the Company continued its previously announced restructuring program intended to, among other things, wind-down substantially all of its homebuilding operations and sell its land holdings in California and Colorado. As a direct result of this initiative, inventories decreased by approximately $20.6 million, to $69.1 million at October 31, 1999 compared to $89.7 million at April 30, 1999. The Company utilized the cash provided by this inventory reduction, as well as a portion of the cash balance at April 30, 1999, to reduce total debt by approximately $25 million, from $74.7 million at April 30, 1999 to $49.7 million at October 31, 1999. Total debt related to real estate operations was approximately $17 million at October 31, 1999 compared to $34.4 million at April 30, 1999. In connection with a previously announced stock repurchase program, the Company reacquired 141,000 of its shares to be held as treasury stock at a cost of approximately $840,000 during the six months ended October 31, 1999. The Company also issued 15,000 shares of stock (from shares held in the treasury) during the first quarter of fiscal 2000 as compensation for certain executive consulting services, and charged the fair market value of the stock of $92,000 to general and administrative expense. In addition, the Company paid approximately $1.5 million of interest to the Internal Revenue Service ("IRS") in connection with the resolution of the IRS' examination of the Company's tax returns for the years 1990 through 1992. (The payment of federal income taxes related to those years was paid in full during fiscal 1999.) As previously disclosed, examinations of the Company's tax returns for the years 1993 through 1996 are in various stages of completion, and the Company believes that the balance of Taxes payable - Amounts subsequently due at October 31, 1999, which reflects all amounts anticipated to be due for federal taxes and interest to the IRS upon settlement of all examinations, will be paid at varying times over the next several years. The Company believes that cash provided from operations together with existing cash balances, its lines-of-credit and land development loans will be sufficient to maintain liquidity at a satisfactory level. YEAR 2000 During 1996, the Company began the process of assessing the readiness of its computer software, hardware and other computer-related equipment to determine whether they were Year 2000 (Y2K) compliant, and if not, what remedial steps would be required to bring them into compliance by forming committees consisting of information technology, operating and financial management at each of the Company's operating centers. The Committees were under the overall direction of two senior corporate employees, who have reported the status of compliance to the Board of Directors on a quarterly basis. The Committee undertook a four phase program consisting of: (1) identification and ranking of significant Y2K sensitive equipment and software, (2) assessment of the identified components, (3) remediation and (4) testing. At October 31, 1999, the identification and assessment phases were completed, and the remediation and testing (which is undertaken as specific remediation is completed) were substantially (greater than 95%) completed. The Company believes that any areas that remain to be completed are not significant to the overall operations of the Company, and there is sufficient time to correct any remaining deficiencies. The Company believes that its real estate segments are not heavily dependent on Y2K compliance and that, should a reasonably likely "worst case" situation develop, the Company would not likely suffer a material loss or a disruption in operations while remedying the problem. The potential risk is greater for the magazine circulation operation segments, however, as the systems are substantial and complex. The Company has completed substantially all full testing, however, and is in the process of correcting any remaining deficiencies. There is also some "worst case" potential should major magazine clients and wholesaler customers fail to be Y2K compliant. The Company has contacted the clients and customers of this segment in order to better evaluate risk, and responses received to date have been positive. The Company has been reviewing whether its significant vendors, suppliers, financial institutions and other service providers are Y2K compliant. The vast majority of responses to the Company's inquiries indicate that these suppliers are compliant or expect to be so by the end of 1999, however, the Company has no means of ensuring that such suppliers will be Y2K compliant. Although the Company does not anticipate any material interruptions due to Y2K, it cannot be ruled out that some unforeseen second or third party disruption might occur. The Company plans to respond to any contingency arising from second or third-party suppliers by seeking to utilize alternative sources for such goods and services, where practicable. The Company is most at risk should widespread disruptions in the regional or national economic or infrastructure occur; the likelihood and effects of any such disruption are not determinable at this time. Statement of Forward-Looking Information Certain information included herein and in other Company statements, reports and filings with the Securities and Exchange Commission is forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Refer to Item 7 of the Annual Report on Form 10-K for a discussion of the assumptions and factors on which these statements are based. Any changes in the actual outcome of these assumptions and factors could produce significantly different results; accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES Management's Discussion and Analysis of Financial Condition and Results of Operations (continued) and Part II October 31, 1999 PART II Other Information Item 4. Submission of Matters to Vote of Security Holders The Annual Meeting of Shareholders was held on September 29, 1999. At the meeting, Jerome Belson, Nicholas G. Karabots and Albert Russo were elected as directors. The terms of office as directors of Edward B. Cloues, II, Daniel Friedman, Samuel N. Seidman, Mohan Vachani, and James Wall continue. Shareholders cast votes for the election of directors as follows: Nominee "For" "Withheld" Jerome Belson 6,927,534 59,677 Nicholas G. Karabots 6,927,734 59,477 Albert Russo 6,927,534 59,677 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 27 Financial Data Schedule. (b) Reports on Form 8-K. No reports on Form 8-K were filed by Registrant during the quarter ended October 31, 1999. FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES SIGNATURES 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: December 10, 1999 By: /s/ Mohan Vachani Mohan Vachani Senior Vice President, Chief Financial Officer Dated: December 10, 1999 By: /s/ Peter M. Pizza Peter M. Pizza Vice President, Controller FORM 10-Q AMREP CORPORATION AND SUBSIDIARIES EXHIBIT INDEX 27 Financial Data Schedule. EX-27 2 FDS --FOR THE 2ND QUARTER ENDED OCTOBER 31, 1999
5 FDS - 2ND QUARTER 0000006207 AMREP CORPORATION 1,000 U.S. DOLLARS 6-MOS APR-30-2000 MAY-01-1999 OCT-31-1999 1 17,608 0 61,459 0 70,862 0 32,716 14,725 185,794 0 38,430 0 0 740 92,044 185,794 46,945 76,348 38,714 64,713 0 0 1,644 3,258 1,303 1,955 0 0 0 1,955 0.27 0

~~-----END PRIVACY-ENHANCED MESSAGE-----~~