-----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, PDDdCBeCfZJl1XoN2JZP0ono+meGftO9Rn8akmXSbK7G1m1zIBCHG1d3CCL23jxq XBBri8u/0yJRxBEyQkZkOw== 0000743530-05-000067.txt : 20051214 0000743530-05-000067.hdr.sgml : 20051214 20051214161915 ACCESSION NUMBER: 0000743530-05-000067 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051213 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051214 DATE AS OF CHANGE: 20051214 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: 051264121 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 amrep8k.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): December 13, 2005 ----------------- AMREP CORPORATION -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Oklahoma 1-4702 59-0936128 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission File (IRS Employer Incorporation or Organization) 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 -------------- 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)) 1 Item 2.02 Results of Operations and Financial Condition. - --------- ---------------------------------------------- On December 13, 2005, AMREP Corporation issued a press release that reported its results of operations for the three and six month periods ended October 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 December 13, 2005, issued by AMREP Corporation. 2 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: December 14, 2005 By: /s/ Peter M. Pizza ----------------- -------------------------------- Peter M. Pizza Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit Number Description - -------------------------------------------------------------------------------- 99.1 Press release, dated December 13, 2005, issued by AMREP Corporation. 4 EX-99 2 amrepexhbt991.txt Exhibit 99.1 FOR: AMREP Corporation 641 Lexington Avenue New York, NY 10022 CONTACT: Peter M. Pizza Vice President and Chief Financial Officer (212) 705-4705 FOR IMMEDIATE RELEASE --------------------- AMREP REPORTS SECOND QUARTER AND SIX MONTH RESULTS NEW YORK, December 13, 2005 - AMREP Corporation (NYSE:AXR) today reported net income of $5,056,000, or $0.76 per share, for its fiscal 2006 second quarter ended October 31, 2005, compared to net income of $4,195,000, or $0.63 per share, in the second quarter of the prior fiscal year. This consisted of 2006 second quarter net income from continuing operations of $5,062,000, or $0.76 per share, and a net loss from discontinued operations of $6,000, which had no effect on earnings per share, versus net income from continuing operations of $4,370,000, or $0.66 per share, and a net loss from discontinued operations of $175,000, or $0.03 per share, in the same period last year. Revenues were $34,847,000 in the second quarter this year versus $33,230,000 in the second quarter of fiscal 2005. For the first six months of fiscal 2006, the Company reported net income of $10,420,000, or $1.57 per share, compared to net income of $8,221,000, or $1.24 per share, in the same period of the prior fiscal year. This consisted of 2006 net income from continuing operations of $6,864,000, or $1.04 per share, and net income from discontinued operations of $3,556,000, or $0.53 per share, versus net income from continuing operations of $8,311,000, or $1.26 per share, and a net loss from discontinued operations of $90,000, or $0.02 per share, in the same period last year. Revenues were $64,861,000 in the first six months this year versus $66,868,000 in the same period of fiscal 2005. Net income from discontinued operations in the first six months of fiscal 2006 reflects the gain from the sale of the primary assets of the Company's El Dorado, New Mexico water utility subsidiary, which was disposed through condemnation proceedings in the first quarter of fiscal 2006. Financial information for operations of this subsidiary for periods prior to the disposal has been reclassified to conform to this presentation. Revenues from Kable's magazine service operations were $22,695,000 in the second quarter of 2006 compared to $25,099,000 in the same quarter last year, and for the six-month period ended October 31, decreased from $48,749,000 last year to $44,850,000 this year. The revenue declines in both the second quarter and first six months of 2006 were primarily due to a decrease in revenues from the Fulfillment Services segment that was principally the result of customer losses at Kable's Colorado fulfillment services business. Magazine service operating expenses decreased by $1,856,000 (9%) and $2,268,000 (6%) for the second quarter and first six months of 2006 compared to the same periods last year, mainly due to decreased expense in the Fulfillment Services business resulting, in part, from reductions in variable expenses, primarily payroll, as well as the effect of certain non-recurring consulting charges incurred in the second quarter of the prior year. Operating costs for Newsstand Distribution Services increased in the second quarter and first six months of 2005 compared to the same periods last year as a result of several factors, including increased benefit expenses caused by adverse health claims experience, additional marketing expenses and the amortization of acquisition costs of certain distribution contracts purchased in the third quarter of fiscal 2005. Revenues at the Company's AMREP Southwest real estate subsidiary increased from $8,101,000 in the second quarter of 2005 to $11,975,000 in the same quarter of the current year. For the six month period, these revenues increased from $18,066,000 last year to $19,664,000 this year. These improvements were the result of increased sales of both commercial properties and developed residential lots in the Company's principal market of Rio Rancho, New Mexico. The gross profit percentage on land sales decreased from 64% and 58% in the second quarter and first six months of 2005 to 54% and 47% for the same periods of 2006 because a higher proportion of developed lots, which generally have lower gross profit margins than undeveloped lots, were sold in the current year. The gross profit contribution from real estate operations improved significantly in the second quarter of 2006 compared to the prior year period due to higher revenues in this year's period, but for the first six months this year the gross profit contribution decreased from the same period last year, primarily because the prior year included the revenues and gross profit contribution from condemnation proceedings on the Company's last parcel of land in Florida. 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. 1 AMREP Corporation's Kable Media Services, 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) 2 AMREP Corporation and Subsidiaries Financial Highlights (Unaudited) Three Months Ended October 31, 2005 2004 ------------------------------ Revenues ...................................... $ 34,847,000 $ 33,230,000 Net income (loss): Continuing operations ....................... $ 5,062,000 $ 4,370,000 Discontinued operations ..................... (6,000) (175,000) ---------------------------- $ 5,056,000 $ 4,195,000 Earnings (loss) per share - Basic and Diluted: Continuing operations ....................... $ 0.76 $ 0.66 Discontinued operations ..................... 0.00 (0.03) ---------------------------- $ 0.76 $ 0.63 ---------------------------- Weighted average number of common shares outstanding ................................. 6,630,000 6,615,000 ---------------------------- Six Months Ended October 31, 2005 2004 ------------------------------ Revenues ...................................... $ 64,861,000 $ 66,868,000 Net income (loss): Continuing operations ....................... $ 6,864,000 $ 8,311,000 Discontinued operations ..................... 3,556,000 (90,000) ---------------------------- $ 10,420,000 $ 8,221,000 Earnings (loss) per share - Basic and Diluted: Continuing operations ....................... $ 1.04 $ 1.26 Discontinued operations...................... 0.53 (0.02) ---------------------------- $ 1.57 $ 1.24 ---------------------------- Weighted average number of common shares outstanding ................................. 6,628,000 6,611,000 ----------------------------
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