10-Q

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, 2017     

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.)

620 West Germantown Pike, Suite 175 Plymouth Meeting, PA	19462
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (610) 487-0901

Not Applicable

(Former name or former address, if changed since last report)

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 (the “Exchange Act”) 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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 September 8, 2017 – 8,089,204.

AMREP CORPORATION AND SUBSIDIARIES

INDEX

	PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets July 31, 2017 (Unaudited) and April 30, 2017	1
Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended July 31, 2017 and 2016	2
Consolidated Statements of Cash Flows (Unaudited) Three Months Ended July 31, 2017 and 2016	3
Notes to Consolidated Financial Statements (Unaudited)	4
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	9
Item 4. Controls and Procedures	13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	14
Item 6. Exhibits	14
SIGNATURE	15
EXHIBIT INDEX	16

PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

(Amounts in thousands, except par value and share amounts)

	July 31, 2017			April 30, 2017
	(Unaudited)
ASSETS
Cash and cash equivalents	$	13,116		$	11,811
Receivables, net		5,948			6,379
Real estate inventory		55,358			56,090
Investment assets		9,714			9,715
Property, plant and equipment, net		10,541			10,852
Other assets		2,382			2,310
Deferred income taxes, net		8,749			9,519
TOTAL ASSETS	$	105,808		$	106,676
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable and accrued expenses	$	6,489		$	7,035
Taxes payable, net		464			465
Other liabilities and deferred revenue		1,843			3,376
Accrued pension cost		10,654			10,967
TOTAL LIABILITIES		19,450			21,843
SHAREHOLDERS’ EQUITY:
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 8,314,454 at July 31, 2017 and 8,303,204 at April 30, 2017		831			830
Capital contributed in excess of par value		50,770			50,694
Retained earnings		48,212			46,764
Accumulated other comprehensive loss, net		(9,240	)		(9,240	)
Treasury stock, at cost; 225,250 shares at July 31, 2017 and April 30, 2017		(4,215	)		(4,215	)
TOTAL SHAREHOLDERS’ EQUITY		86,358			84,833
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	105,808		$	106,676

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.

1

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations and Retained Earnings (Unaudited)

Three Months Ended July 31, 2017 and 2016

(Amounts in thousands, except per share amounts)

	2017		2016
REVENUES:
Fulfillment services	$	7,243	$	7,828
Real estate land sales		2,677		2,720
Other		1,406		1,660
		11,326		12,208
COSTS AND EXPENSES:
Real estate land sales		1,223		2,578
Operating and selling expenses:
Fulfillment services		6,094		6,673
Real estate		511		411
General and administrative expenses:
Fulfillment services		349		352
Real estate		114		169
Corporate		808		834
Interest expense		13		224
		9,112		11,241
Income before income taxes		2,214		967
Provision for income taxes		766		337
Net income		1,448		630
Retained earnings, beginning of period		46,764		46,779
Retained earnings, end of period	$	48,212	$	47,409
Earnings per share, net - basic and diluted	$	0.18	$	0.08
Weighted average number of common shares outstanding – basic		8,063		8,042
Weighted average number of common shares outstanding – diluted		8,083		8,065

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.

2

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows from Operations (Unaudited)

Three Months Ended July 31, 2017 and 2016

(Amounts in thousands)

	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from operations	$	1,448		$	630
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		321			367
Non-cash credits and charges:
Non-cash gain on settlement		(1,318	)		-
Non-cash deferred revenue recognized		(20	)		-
Provision for (recovery of) doubtful accounts		(21	)		18
Stock-based compensation		18			15
Changes in assets and liabilities:
Receivables		452			(151	)
Real estate inventory and investment assets		733			2,557
Other assets		(13	)		42
Accounts payable and accrued expenses		(375	)		(840	)
Taxes receivable and payable		(1	)		(3	)
Other liabilities and deferred revenue		(366	)		(59	)
Deferred income taxes		770			337
Accrued pension costs		(313	)		315
Total adjustments		(133	)		2,598
Net cash provided by operating activities		1,315			3,228
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures – property, plant and equipment		(10	)		(39	)
Net cash used in investing activities		(10	)		(39	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing		-			340
Principal debt payments		-			(895	)
Principal debt payments – related party		-			(5,901	)
Net cash used in financing activities		-			(6,456	)
Increase (decrease) in cash and cash equivalents		1,305			(3,267	)
Cash and cash equivalents, beginning of period		11,811			14,562
Cash and cash equivalents, end of period	$	13,116		$	11,295
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid, net of amounts capitalized	$	-		$	132
Income taxes paid, net	$	1		$	2

The accompanying notes to consolidated financial statements are an integral part of these consolidated financial statements.

3

AMREP CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended July 31, 2017 and 2016

(1) BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by AMREP Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) 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. The Company, through its subsidiaries, is primarily engaged in two business segments: the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries and the fulfillment services business operated by Palm Coast Data LLC (“Palm Coast”) and its affiliates. The Company’s foreign sales are insignificant. All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, these unaudited consolidated financial statements include all adjustments, which are of a normal recurring nature, considered 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 what may occur in future periods. Unless otherwise qualified, all references to 2018 and 2017 are to the fiscal years ending April 30, 2018 and 2017 and all references to the first quarter and first three months of 2018 and 2017 mean the fiscal three month periods ended July 31, 2017 and 2016.

The unaudited consolidated financial statements herein should be read in conjunction with the Company’s annual report on Form 10-K for the year ended April 30, 2017, which was filed with the SEC on July 18, 2017 (the “2017 Form 10-K”). Certain 2017 balances in these financial statements have been reclassified to conform to the current year presentation with no effect on the net income or loss or shareholders’ equity.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. Since that date, the FASB has issued additional ASUs providing further revenue recognition guidance (collectively, “Topic 606”). Topic 606 clarifies the principles for recognizing revenues and costs related to obtaining and fulfilling customer contracts, with the objective of improving financial reporting. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Topic 606 defines a five-step process to achieve this core principle, and more judgment and estimates may be required under Topic 606 than are currently required under generally accepted accounting principles. The two permitted transition methods under Topic 606 are (i) the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or (ii) the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of adoption. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the required adoption date until May 1, 2018, although an earlier adoption is permitted. The Company does not intend to early adopt Topic 606. The Company is currently evaluating the impact of Topic 606 on the Company’s accounting policies, processes and system requirements, as well as its consolidated financial statements. The Company is also evaluating the transition method it will select upon adoption. Depending on the results of the evaluation, there could be changes to the timing of recognition of revenues and related costs. As the Company considers itself to be in the initial stages of evaluation of the impact of Topic 606, the Company does not know and cannot reasonably estimate quantitative information related to the impact of these new ASUs on its consolidated financial statements, including the effect on the Company’s operating results.

4

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU will be effective for the Company for fiscal year 2020 beginning on May 1, 2019. The Company has not yet concluded how the new standard will impact its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for the Company’s fiscal year 2018 beginning May 1, 2017, including interim periods within that fiscal year. The adoption of ASU 2016-09 by the Company did not have a material effect on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The purpose of ASU 2016-15 is to reduce the diversity in practice regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for the Company’s fiscal year 2019 beginning May 1, 2018. Early adoption is permitted, but the Company does not expect to early adopt ASU 2016-15. A retrospective transition method is to be used in the application of this amendment. The adoption of ASU 2016-15 by the Company is not expected to have a material effect on its consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Stock Compensation – Scope of Modification Accounting, guidance that clarifies that all changes to share-based payment awards are not necessarily accounted for as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions or the classification of the award changes as a result of the change in terms or conditions. ASU 2017-09 is effective for the Company’s fiscal year 2019 beginning May 1, 2018, including interim periods within those periods, with early adoption permitted. Since inception of the Company’s share-based payment awards, there have been no modifications of the awards issued, including for the quarter ended July 31, 2017. The Company will account for future modifications, if any, on a prospective basis. As such, the Company has early adopted ASU 2017-09 without a material impact on its consolidated financial statements.

5

(2) RECEIVABLES

Receivables, net consist of:

	July 31, 2017			April 30,  2017
	(in thousands)
Fulfillment services	$	6,233		$	6,725
Real estate		12			-
Corporate		28			2
		6,273			6,727
Less allowance for doubtful accounts		(325	)		(348	)
	$	5,948		$	6,379

During the first quarter of 2018, revenues from one major customer of the Company’s fulfillment services business totaled $1,081,000 or approximately 10% of total revenues for the Company. As of July 31, 2017, the Company’s fulfillment services business had $713,000 of outstanding accounts receivable from this customer, which was reduced by collections to $360,000 by September 11, 2017. This customer has given the Company’s fulfillment services business notice that a significant portion of its business will be transferred from Palm Coast during 2018.

(3) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consist of:

	July 31,			April 30,
	2017			2017
	(in thousands)
Land, buildings and improvements	$	15,936		$	15,995
Furniture and equipment		18,315			18,350
		34,251			34,345
Less accumulated depreciation		(23,710	)		(23,493	)
	$	10,541		$	10,852

Depreciation of property, plant and equipment charged to operations was $321,000 and $360,000 for the three month periods ended July 31, 2017 and 2016.

(4) OTHER ASSETS

Other assets consist of:

	July 31,		April 30,
	2017		2017
	(in thousands)
Prepaid expenses	$	1,591	$	1,491
Deferred order entry costs		525		553
Other		266		266
	$	2,382	$	2,310

6

Deferred order entry costs represent costs incurred in connection with the data entry of customer subscription information to database files and are charged directly to operations generally over a twelve month period.

(5) ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of:

	July 31,		April 30,
	2017		2017
	(in thousands)
Fulfillment services	$	5,140	$	5,637
Real estate		991		1,138
Corporate		358		260
	$	6,489	$	7,035

The July 31, 2017 accounts payable and accrued expenses total included customer postage deposits of $3,112,000, accrued expenses of $1,494,000, trade payables of $631,000 and other of $1,252,000. The April 30, 2017 accounts payable and accrued expenses total included customer postage deposits of $3,178,000, accrued expenses of $1,669,000, trade payables of $619,000 and other of $1,569,000.

(6) OTHER LIABILITIES AND DEFERRED REVENUE; OTHER REVENUES

Refer to Note 9 to the consolidated financial statements contained in the 2017 Form 10-K for detail about the settlement agreement entered into between Palm Coast and the State of Florida in the first quarter of 2018. As a result of the settlement agreement, in the first quarter of 2018, Palm Coast reduced its previously recorded liability of $3,000,000 and a related $26,000 interest accrual by $1,620,000 to $1,406,000 by recognizing a pre-tax gain of $1,318,000 and recording a deferred gain of $302,000. In connection with the settlement, Palm Coast made a payment of $163,000 to the State of Florida during the first quarter of 2018 thereby reducing its remaining liability to $1,243,000. The $1,318,000 pre-tax gain is included in Other revenues in the accompanying financial statements. The deferred gain of $302,000 was reduced to $282,000 during the first quarter of 2018 with the $20,000 reduction being a non-cash credit to operating expenses. The remaining deferred gain of $282,000 will be recognized over a period of approximately eight years from July 31, 2017.

In addition, refer to Note 10 to the consolidated financial statements contained in the 2017 Form 10-K for detail about the Oil and Gas Lease and the Addendum thereto with Thrust Energy, Inc. and Cebolla Roja, LLC. No royalties under the Lease were received during the first quarter of 2018. Revenue from this transaction is being recorded over the lease term and approximately $57,000 was recognized during the first quarter of each of 2018 and 2017. At July 31, 2017, there was $246,000 of deferred revenue remaining to be recognized in future periods.

During the first quarter of 2017, a subsidiary of AMREP Southwest sold a single tenant retail commercial building in Rio Rancho, New Mexico, which resulted in a pre-tax gain of $1,496,000 that was included in Other revenues for that quarter.

7

Other revenues for the first quarter of 2018 and 2017 consist of:

	First Quarter of 2018		First Quarter of 2017
	(in thousands)
Settlement gain	$	1,318	$	-
Sale of commercial building		-		1,496
Deferred revenue and other		88		164
	$	1,406	$	1,660

(7) BENEFIT PLANS

Retirement plan

The Company has a defined benefit retirement plan for which accumulated benefits were frozen and future service credits were curtailed as of March 1, 2004. The Company has secured $4,535,000 of accrued pension-related obligations with first lien mortgages on certain real property in favor of the Pension Benefit Guaranty Corporation (the “PBGC”). On an annual basis, the Company is required to provide updated appraisals on each mortgaged property and, if the appraised value of the mortgaged properties is less than two times the amount of the accrued pension-related obligations secured by the mortgages, the Company is required to make a payment to its pension plan in an amount equal to one-half of the amount of the shortfall. During the first quarter of 2018, there was no change in the appraised value of the mortgaged properties that required the Company to make any additional payments to its pension plan.

Equity compensation plan

In September 2016, the AMREP Corporation 2016 Equity Compensation Plan (the “2016 Equity Plan”) replaced the AMREP Corporation 2006 Equity Compensation Plan (together with the 2016 Equity Plan, the “Equity Plans”). The Company issued 11,250 shares of restricted common stock under the 2016 Equity Plan during the first quarter of 2018. During the first quarter of 2018, 8,000 shares of restricted common stock previously issued under the Equity Plans vested leaving 27,750 restricted shares issued under the Equity Plans that had not vested as of July 31, 2017. For the first quarters of 2018 and 2017, the Company recognized $18,000 and $15,000 of compensation expense related to the restricted shares of common stock. As of July 31, 2017, there was $113,000 of unrecognized compensation expense related to restricted shares of common stock issued under the Equity Plans which had not vested as of that date, which is expected to be recognized over the remaining vesting term not to exceed three years. 

8

(8) INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

The following tables set forth summarized data relative to the industry segments in which the Company operated for the three month periods ended July 31, 2017 and 2016 (in thousands):

	Real Estate		Fulfillment Services			Corporate and Other			Consolidated
Three months ended July 31, 2017 (a):
Revenues	$	2,747	$	8,561		$	18		$	11,326
Net income from operations	$	180	$	1,040		$	228		$	1,448
Provision for income taxes		134		536			96			766
Interest expense (income), net		524		303			(814	)		13
Depreciation		18		303			-			321
EBITDA (b)	$	856	$	2,182		$	(490	)	$	2,548
Capital expenditures	$	-	$	10		$	-		$	10
Total assets	$	75,387	$	26,485		$	3,936		$	105,808
Three months ended July 31, 2016 (a):
Revenues	$	4,370	$	7,828		$	10		$	12,208
Net income (loss) from operations	$	247	$	(42	)	$	425		$	630
Provision (benefit) for income taxes		145		(25	)		217			337
Interest expense (income), net		647		269			(692	)		224
Depreciation and amortization		24		343			-			367
EBITDA (b)	$	1,063	$	545		$	(50	)	$	1,558
Capital expenditures	$	-	$	39		$	-		$	39
Total assets	$	80,250	$	28,689		$	5,336		$	114,275

(a) Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

(b) The Company uses EBITDA (which the Company defines as income (loss) before net interest expense, income taxes, depreciation and amortization, and non-cash impairment charges) in addition to net income (loss) as a key measure of profit or loss for segment performance and evaluation purposes.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

INTRODUCTION

AMREP Corporation (the “Company”), through its subsidiaries, is primarily engaged in two business segments: the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries and the fulfillment services business operated by Palm Coast Data LLC (“Palm Coast”) and its affiliates. Information concerning industry segments is set forth in Note 8 of the notes to the consolidated financial statements included in this report on Form 10-Q. All significant intercompany accounts and transactions have been eliminated in consolidation. 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 information contained in this section should be read in conjunction with the unaudited consolidated financial statements and related notes thereto appearing elsewhere in this quarterly report on Form 10-Q and with the Company’s annual report on Form 10-K for the year ended April 30, 2017, which was filed with the Securities and Exchange Commission on July 18, 2017 (the “2017 Form 10-K”). Many of the amounts and percentages presented in this Item 2 have been rounded for convenience of presentation. Unless otherwise qualified, all references to 2018 and 2017 are to the fiscal years ending April 30, 2018 and 2017 and all references to the first quarter and first three months of 2018 and 2017 mean the fiscal three month periods ended July 31, 2017 and 2016.

9

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 2017 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 2017 Form 10-K. The preparation of those consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual amounts or results could differ from those estimates.

The critical accounting policies, assumptions and estimates are described in Item 7 of Part II of the 2017 Form 10-K. There have been no changes in these accounting policies.

The significant accounting policies of the Company are described in Note 1 to the consolidated financial statements contained in the 2017 Form 10-K. Information concerning the Company’s implementation and the impact of recent accounting standards issued by the Financial Accounting Standards Board is included in the notes to the consolidated financial statements contained in the 2017 Form 10-K and in the notes to the unaudited consolidated financial statements included in this quarterly report on Form 10-Q. The Company did not adopt any accounting policy in the first quarter of 2018 that had a material impact on its consolidated financial statements.

RESULTS OF OPERATIONS

For the first quarter of 2018, the Company recorded net income of $1,448,000, or $0.18 per share, compared to net income of $630,000, or $0.08 per share, for the first quarter of 2017. Revenues were $11,326,000 for the first quarter of 2018 compared to $12,208,000 for the same period in the prior year.

Revenues from land sales at AMREP Southwest and its subsidiaries were $2,677,000 for the first quarter of 2018 compared to $2,720,000 for the same period of 2017. $2,044,000 of the $2,677,000 of revenues from land sales for the first quarter of 2018 was for an approximate five acre undeveloped commercial property in Colorado, which had a gross profit percentage of 65%.

For the first quarters of 2018 and 2017, the Company’s land sales in New Mexico were as follows (dollars in thousands):

	Ended July 31, 2017						Ended July 31, 2016
	Acres Sold		Revenue		Revenue Per Acre		Acres Sold		Revenue		Revenue Per Acre
Three months:
Developed
Residential		1.8	$	598	$	332		9.8	$	2,628	$	268
Commercial		-		-		-		-		-		-
Total Developed		1.8		598		332		9.8		2,628		268
Undeveloped		2.5		35		14		4.3		92		21
Total		4.3	$	633	$	147		14.1	$	2,720	$	193

10

The average gross profit percentage on New Mexico land sales was 18% for the first quarter of 2018 compared to 5% for the same period of 2017. The increased profit percentage was attributable to the mix of lots sold with 2018 reflecting favorable lot pricing relative to costs on developed lots compared to 2017. As a result of many factors, including the nature and timing of specific transactions and the type and location of land being sold, revenues, average selling prices and related average gross profits from land sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods.

Revenues from the Company’s fulfillment services operations decreased from $7,828,000 for the first quarter of 2017 to $7,243,000 for the same period in 2018. The lower revenues were attributable to reduced business volumes from existing customers, certain price concessions on renewed contracts and lost business. Magazine publishers are one of the principal customers of the Company’s fulfillment services operations, and these customers have continued to be negatively impacted by increased competition from new media sources, alternative technologies for the distribution, storage and consumption of media content, weakness in advertising revenues and increases in paper costs, printing costs and postal rates. The result has been reduced subscription sales, which has caused publishers to close some magazine titles, change subscription fulfillment providers and seek more favorable terms from Palm Coast and its competitors when contracts are up for bid or renewal. One customer of the fulfillment services business whose revenues were approximately 10% of the total Company revenues for the first quarter of 2018 has given notice that a significant portion of its business will be transferred from Palm Coast during 2018. Operating and selling expenses for fulfillment services decreased from $6,673,000 for the first quarter of 2017 to $6,094,000 for the same period in 2018, primarily attributable to lower payroll and benefits, as well as lower supplies expense, resulting from reduced business volumes, together with lower software and communication costs.

Other revenues decreased from $1,660,000 for the first three months of 2017 to $1,406,000 for the same period of 2018. Other revenues in 2018 were primarily due to a pre-tax gain of $1,318,000 related to a settlement agreement with the State of Florida (refer to Note 6 of the notes to the consolidated financial statements included in this report on Form 10-Q). Other revenues in 2017 were primarily the result of the sale of a retail commercial property by AMREP Southwest, which resulted in a pre-tax gain of $1,496,000. Operating and selling expenses for real estate increased from $411,000 for the first quarter of 2017 to $511,000 for the same period of 2018, primarily due to increased employee costs, land maintenance and broker commissions on sales activity, offset in part by the capitalization of certain engineering department costs related to land development and lower consulting costs.

Fulfillment services general and administrative expenses decreased from $352,000 for the first quarter of 2017 to $349,000 for the same period of 2018, primarily due to reduced amortization of other assets. Real estate general and administrative expenses decreased from $169,000 in the first quarter of 2017 to $114,000 for the same period in 2018, primarily due to reduced costs related to payroll and benefits, rent, outside services and insurance. Corporate general and administrative expenses decreased from $834,000 in the first quarter of 2017 to $808,000 for the same period of 2018, primarily due to lower professional fees and pension costs, offset in part by increased payroll and benefits costs.

Imputed interest expense related to the settlement and remaining liability with the State of Florida noted above was $13,000 for the first quarter of 2018 compared to $224,000 of interest expense for the same period of 2017 related to two notes payable of AMREP Southwest that were paid in full during 2017. There was no capitalized interest for the first quarter of 2018 compared to $18,000 for the same period of the prior year.

11

The Company’s effective tax rate was 34.6% for the first quarter of 2018 compared to 34.9% for the same period of 2017. The difference between the statutory tax rate and the effective rate of the tax provision in 2018 and 2017 was primarily due to state income taxes. The total tax effect of gross unrecognized tax benefits in the accompanying financial statements at both July 31, 2017 and April 30, 2017 was $58,000, which, if recognized, would have an impact on the effective tax rate. The Company believes it is reasonably possible that the liability for unrecognized tax benefits will not change in the next twelve months.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s primary sources of funding for working capital requirements are cash flow from operations and existing cash balances. The Company may also seek bank financing on specific real estate projects. The Company’s liquidity is affected by many factors, including some that are based on normal operations and some that are related to the industries in which the Company operates and the economy generally. Except as described below, there have been no material changes to the Company’s liquidity and capital resources as reflected in the Liquidity and Capital Resources section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2017 Form 10-K.

Refer to Note 9 to the consolidated financial statements contained in the 2017 Form 10-K for detail about the settlement agreement entered into between Palm Coast and the State of Florida in the first quarter of 2018. As a result of the settlement agreement, in the first quarter of 2018, Palm Coast reduced its previously recorded liability of $3,000,000 and a related $26,000 interest accrual by $1,620,000 to $1,406,000 by recognizing a pre-tax gain of $1,318,000 and recording a deferred gain of $302,000. In connection with the settlement, Palm Coast made a payment of $163,000 to the State of Florida during the first quarter of 2018 thereby reducing its remaining liability to $1,243,000. The $1,318,000 pre-tax gain is included in Other revenues in the accompanying financial statements included in this quarterly report on Form 10-Q. The deferred gain of $302,000 was reduced to $282,000 during the first quarter of 2018 with the $20,000 reduction being a non-cash credit to operating expenses in the accompanying consolidated financial statements included in this quarterly report on Form 10-Q. The remaining deferred gain of $282,000 will be recognized over a period of approximately eight years from July 31, 2017.

Operating Activities

Receivables, net decreased from $6,379,000 at April 30, 2017 to $5,948,000 at July 31, 2017, primarily due to the timing of collections. Accounts payable and accrued expenses decreased from $7,035,000 at April 30, 2017 to $6,489,000 at July 31, 2017, primarily due to lower business volumes and the timing of payments to vendors.

Real estate inventory decreased from $56,090,000 at April 30, 2017 to $55,358,000 at July 31, 2017, due to real estate land sales at AMREP Southwest. Property, plant and equipment decreased from $10,852,000 at April 30, 2017 to $10,541,000 at July 31, 2017 due to normal depreciation of fixed assets.

Other liabilities and deferred revenue decreased from $3,376,000 at April 30, 2017 to $1,843,000 at July 31, 2017, primarily due to the previously described settlement agreement between Palm Coast and the State of Florida.

12

Investing Activities

Capital expenditures totaled $10,000 for the first three months of 2018 and $39,000 for the same period of 2017, all for the fulfillment services business.

Statement of Forward-Looking Information

The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a safe harbor for forward-looking statements made by or on behalf of the Company. The Company and its representatives may from time to time make written or oral statements that are “forward-looking”, including statements contained in this report and other filings with the Securities and Exchange Commission, reports to the Company’s shareholders and news releases. All statements that express expectations, estimates, forecasts or projections are forward-looking statements within the meaning of the Act. In addition, other written or oral statements, which constitute forward-looking statements, may be made by or on behalf of the Company. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “projects”, “forecasts”, “may”, “should”, variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and contingencies that are difficult to predict. All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are qualified by the cautionary statements in this section. Many of the factors that will determine the Company’s future results are beyond the ability of management to control or predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in or suggested by such forward-looking statements.

The forward-looking statements contained in this report include, but are not limited to, the expected loss of a material customer contract and the effect of such loss, the effect of recent accounting pronouncements on the Company, the timing of recognizing unrecognized compensation expense related to shares of restricted common stock issued under the Equity Plans, the liability for unrecognized tax benefits not changing in the next twelve months, the seeking of bank financing for real estate projects and the future business conditions that may be experienced by the Company. The Company undertakes no obligation to update or publicly release any revisions to any forward-looking statement to reflect events, circumstances or changes in expectations after the date of such forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

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 person whose certification accompanies this quarterly report, has 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 person have concluded that such disclosure controls and procedures are effective 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 the Company’s management, including its chief financial officer and such other person, as appropriate to allow timely decisions regarding disclosure. The Company believes that a control 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.

13

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.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Refer to Item 3 of Part I of the Company’s annual report on Form 10-K for the year ended April 30, 2017, which was filed with the Securities and Exchange Commission on July 18, 2017, for detail about the settlement agreement entered into between Palm Coast Data LLC and the State of Florida in the first quarter of 2018.

Item 6. Exhibits

Exhibit Number	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
32	Certification required pursuant to 18 U.S.C. Section 1350
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

14

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 thereunto duly authorized.

Date: September 13, 2017	AMREP CORPORATION
	(Registrant)
	By:	/s/ Robert E. Wisniewski
		Robert E. Wisniewski
		Executive Vice President and Chief Financial Officer
		(Principal Accounting Officer)

15

EXHIBIT INDEX

Exhibit Number	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
32	Certification required pursuant to 18 U.S.C. Section 1350
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

16

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Robert E. Wisniewski, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2017 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 officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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 (the Registrant’s fourth fiscal quarter in the case of an annual report) 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 officer 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.

Dated: September 13, 2017

/s/ Robert E. Wisniewski

Robert E. Wisniewski

Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Christopher V. Vitale, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2017 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 officer 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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 (the Registrant’s fourth fiscal quarter in the case of an annual report) 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 officer 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.

Dated: September 13, 2017

/s/ Christopher V. Vitale

Christopher V. Vitale

Executive Vice President, Chief Administrative Officer & General Counsel

(Principal Executive Officer)

EX-32

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, 2017 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, as amended; 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, 2017

 /s/ Robert E. Wisniewski

Robert E. Wisniewski

Chief Financial Officer

(Principal Financial Officer)

 /s/ Christopher V. Vitale

Christopher V. Vitale

Executive Vice President

(Principal Executive Officer)

XML

Document And Entity Information - shares	3 Months Ended
	Jul. 31, 2017	Sep. 08, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 31, 2017
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Entity Registrant Name	AMREP CORP.
Entity Central Index Key	0000006207
Current Fiscal Year End Date	--04-30
Entity Filer Category	Smaller Reporting Company
Trading Symbol	AXR
Entity Common Stock, Shares Outstanding		8,089,204

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jul. 31, 2017		Apr. 30, 2017
ASSETS
Cash and cash equivalents	$ 13,116		$ 11,811
Receivables, net	5,948		6,379
Real estate inventory	55,358		56,090
Investment assets	9,714		9,715
Property, plant and equipment, net	10,541		10,852
Other assets	2,382		2,310
Deferred income taxes, net	8,749		9,519
TOTAL ASSETS	105,808	[1]	106,676
LIABILITIES:
Accounts payable and accrued expenses	6,489		7,035
NOTES PAYABLE:
Taxes payable, net	464		465
Other liabilities and deferred revenue	1,843		3,376
Accrued pension cost	10,654		10,967
TOTAL LIABILITIES	19,450		21,843
SHAREHOLDERS’ EQUITY:
Common stock, $.10 par value; shares authorized - 20,000,000; shares issued - 8,314,454 at July 31, 2017 and 8,303,204 at April 30, 2017	831		830
Capital contributed in excess of par value	50,770		50,694
Retained earnings	48,212		46,764
Accumulated other comprehensive loss, net	(9,240)		(9,240)
Treasury stock, at cost; 225,250 shares at July 31, 2017 and April 30, 2017	(4,215)		(4,215)
TOTAL SHAREHOLDERS’ EQUITY	86,358		84,833
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 105,808		$ 106,676

[1] Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

XML

CONSOLIDATED BALANCE SHEETS [Parenthetical] - $ / shares	Jul. 31, 2017	Apr. 30, 2017
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	8,314,454	8,303,204
Treasury stock, shares	225,250	225,250

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands		3 Months Ended
		Jul. 31, 2017	Jul. 31, 2016
REVENUES:
Fulfillment services		$ 7,243	$ 7,828
Real estate land sales		2,677	2,720
Other		1,406	1,660
Revenues	[1]	11,326	12,208
COSTS AND EXPENSES:
Real estate land sales		1,223	2,578
Operating and selling expenses:
Fulfillment services		6,094	6,673
Real estate		511	411
General and administrative expenses:
Fulfillment services		349	352
Real estate		114	169
Corporate		808	834
Interest expense		13	224
Costs and Expenses, Total		9,112	11,241
Income before income taxes		2,214	967
Provision for income taxes	[1]	766	337
Net income		1,448	630
Retained earnings, beginning of period		46,764	46,779
Retained earnings, end of period		$ 48,212	$ 47,409
Earnings (loss) per share, net - basic and diluted (in dollars per share)		$ 0.18	$ 0.08
Weighted average number of common shares outstanding - basic		8,063	8,042
Weighted average number of common shares outstanding - diluted		8,083	8,065

[1] Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands		3 Months Ended
		Jul. 31, 2017	Jul. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income from operations		$ 1,448	$ 630
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	[1]	321	367
Non-cash credits and charges:
Non-cash gain on settlement		(1,318)	0
Non-cash deferred revenue recognized		(20)	0
Provision for (recovery of) doubtful accounts		(21)	18
Stock-based compensation		18	15
Changes in assets and liabilities:
Receivables		452	(151)
Real estate inventory and investment assets		733	2,557
Other assets		(13)	42
Accounts payable and accrued expenses		(375)	(840)
Taxes receivable and payable		(1)	(3)
Other liabilities and deferred revenue		(366)	(59)
Deferred income taxes		770	337
Accrued pension costs		(313)	315
Total adjustments		(133)	2,598
Net cash provided by operating activities		1,315	3,228
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - property, plant and equipment	[1]	(10)	(39)
Net cash used in investing activities		(10)	(39)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing		0	340
Principal debt payments		0	(895)
Principal debt payments - related party		0	(5,901)
Net cash used in financing activities		0	(6,456)
Increase (decrease) in cash and cash equivalents		1,305	(3,267)
Cash and cash equivalents, beginning of period		11,811	14,562
Cash and cash equivalents, end of period		13,116	11,295
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid, net of amounts capitalized		0	132
Income taxes paid, net		$ 1	$ 2

[1] Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

XML

BASIS OF PRESENTATION

3 Months Ended

Jul. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

(1) BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared by AMREP Corporation (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) 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. The Company, through its subsidiaries, is primarily engaged in two business segments: the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries and the fulfillment services business operated by Palm Coast Data LLC (“Palm Coast”) and its affiliates. The Company’s foreign sales are insignificant. All significant intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, these unaudited consolidated financial statements include all adjustments, which are of a normal recurring nature, considered 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 what may occur in future periods. Unless otherwise qualified, all references to 2018 and 2017 are to the fiscal years ending April 30, 2018 and 2017 and all references to the first quarter and first three months of 2018 and 2017 mean the fiscal three month periods ended July 31, 2017 and 2016.

The unaudited consolidated financial statements herein should be read in conjunction with the Company’s annual report on Form 10-K for the year ended April 30, 2017, which was filed with the SEC on July 18, 2017 (the “2017 Form 10-K”). Certain 2017 balances in these financial statements have been reclassified to conform to the current year presentation with no effect on the net income or loss or shareholders’ equity.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. Since that date, the FASB has issued additional ASUs providing further revenue recognition guidance (collectively, “Topic 606”). Topic 606 clarifies the principles for recognizing revenues and costs related to obtaining and fulfilling customer contracts, with the objective of improving financial reporting. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Topic 606 defines a five-step process to achieve this core principle, and more judgment and estimates may be required under Topic 606 than are currently required under generally accepted accounting principles. The two permitted transition methods under Topic 606 are (i) the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or (ii) the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of adoption. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the required adoption date until May 1, 2018, although an earlier adoption is permitted. The Company does not intend to early adopt Topic 606. The Company is currently evaluating the impact of Topic 606 on the Company’s accounting policies, processes and system requirements, as well as its consolidated financial statements. The Company is also evaluating the transition method it will select upon adoption. Depending on the results of the evaluation, there could be changes to the timing of recognition of revenues and related costs. As the Company considers itself to be in the initial stages of evaluation of the impact of Topic 606, the Company does not know and cannot reasonably estimate quantitative information related to the impact of these new ASUs on its consolidated financial statements, including the effect on the Company’s operating results.

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU will be effective for the Company for fiscal year 2020 beginning on May 1, 2019. The Company has not yet concluded how the new standard will impact its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for the Company’s fiscal year 2018 beginning May 1, 2017, including interim periods within that fiscal year. The adoption of ASU 2016-09 by the Company did not have a material effect on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The purpose of ASU 2016-15 is to reduce the diversity in practice regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for the Company’s fiscal year 2019 beginning May 1, 2018. Early adoption is permitted, but the Company does not expect to early adopt ASU 2016-15. A retrospective transition method is to be used in the application of this amendment. The adoption of ASU 2016-15 by the Company is not expected to have a material effect on its consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Stock Compensation – Scope of Modification Accounting, guidance that clarifies that all changes to share-based payment awards are not necessarily accounted for as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions or the classification of the award changes as a result of the change in terms or conditions. ASU 2017-09 is effective for the Company’s fiscal year 2019 beginning May 1, 2018, including interim periods within those periods, with early adoption permitted. Since inception of the Company’s share-based payment awards, there have been no modifications of the awards issued, including for the quarter ended July 31, 2017. The Company will account for future modifications, if any, on a prospective basis. As such, the Company has early adopted ASU 2017-09 without a material impact on its consolidated financial statements.

XML

RECEIVABLES

3 Months Ended

Jul. 31, 2017

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

(2) RECEIVABLES

Receivables, net consist of:

	July 31, 2017		April 30, 2017
	(in thousands)
Fulfillment services	$	6,233	$	6,725
Real estate		12		-
Corporate		28		2
		6,273		6,727
Less allowance for doubtful accounts		(325)		(348)
	$	5,948	$	6,379

During the first quarter of 2018, revenues from one major customer of the Company’s fulfillment services business totaled $1,081,000 or approximately 10% of total revenues for the Company. As of July 31, 2017, the Company’s fulfillment services business had $713,000 of outstanding accounts receivable from this customer, which was reduced by collections to $360,000 by September 11, 2017. This customer has given the Company’s fulfillment services business notice that a significant portion of its business will be transferred from Palm Coast during 2018.

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PROPERTY, PLANT AND EQUIPMENT

3 Months Ended

Jul. 31, 2017

Property, Plant and Equipment Disclosure [Abstract]

Property, Plant and Equipment [Text Block]

(3) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, net consist of:

	July 31,		April 30,
	2017		2017
	(in thousands)
Land, buildings and improvements	$	15,936	$	15,995
Furniture and equipment		18,315		18,350
		34,251		34,345
Less accumulated depreciation		(23,710)		(23,493)
	$	10,541	$	10,852

Depreciation of property, plant and equipment charged to operations was $321,000 and $360,000 for the three month periods ended July 31, 2017 and 2016.

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OTHER ASSETS

3 Months Ended

Jul. 31, 2017

Disclosure Text Block Supplement [Abstract]

Other Assets Disclosure [Text Block]

(4) OTHER ASSETS

Other assets consist of:

	July 31,		April 30,
	2017		2017
	(in thousands)
Prepaid expenses	$	1,591	$	1,491
Deferred order entry costs		525		553
Other		266		266
	$	2,382	$	2,310

Deferred order entry costs represent costs incurred in connection with the data entry of customer subscription information to database files and are charged directly to operations generally over a twelve month period.

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

3 Months Ended

Jul. 31, 2017

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

(5) ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of:

	July 31,		April 30,
	2017		2017
	(in thousands)
Fulfillment services	$	5,140	$	5,637
Real estate		991		1,138
Corporate		358		260
	$	6,489	$	7,035

The July 31, 2017 accounts payable and accrued expenses total included customer postage deposits of $3,112,000, accrued expenses of $1,494,000, trade payables of $631,000 and other of $1,252,000. The April 30, 2017 accounts payable and accrued expenses total included customer postage deposits of $3,178,000, accrued expenses of $1,669,000, trade payables of $619,000 and other of $1,569,000.

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OTHER LIABILITIES AND DEFERRED REVENUE; OTHER REVENUES

3 Months Ended

Jul. 31, 2017

Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]

Other Liabilities Disclosure [Text Block]

(6) OTHER LIABILITIES AND DEFERRED REVENUE; OTHER REVENUES

Refer to Note 9 to the consolidated financial statements contained in the 2017 Form 10-K for detail about the settlement agreement entered into between Palm Coast and the State of Florida in the first quarter of 2018. As a result of the settlement agreement, in the first quarter of 2018, Palm Coast reduced its previously recorded liability of $3,000,000 and a related $26,000 interest accrual by $1,620,000 to $1,406,000 by recognizing a pre-tax gain of $1,318,000 and recording a deferred gain of $302,000. In connection with the settlement, Palm Coast made a payment of $163,000 to the State of Florida during the first quarter of 2018 thereby reducing its remaining liability to $1,243,000. The $1,318,000 pre-tax gain is included in Other revenues in the accompanying financial statements. The deferred gain of $302,000 was reduced to $282,000 during the first quarter of 2018 with the $20,000 reduction being a non-cash credit to operating expenses. The remaining deferred gain of $282,000 will be recognized over a period of approximately eight years from July 31, 2017.

In addition, refer to Note 10 to the consolidated financial statements contained in the 2017 Form 10-K for detail about the Oil and Gas Lease and the Addendum thereto with Thrust Energy, Inc. and Cebolla Roja, LLC. No royalties under the Lease were received during the first quarter of 2018. Revenue from this transaction is being recorded over the lease term and approximately $57,000 was recognized during the first quarter of each of 2018 and 2017. At July 31, 2017, there was $246,000 of deferred revenue remaining to be recognized in future periods.

During the first quarter of 2017, a subsidiary of AMREP Southwest sold a single tenant retail commercial building in Rio Rancho, New Mexico, which resulted in a pre-tax gain of $1,496,000 that was included in Other revenues for that quarter.

Other revenues for the first quarter of 2018 and 2017 consist of:

	First Quarter  of 2018		First Quarter  of 2017
	(in thousands)
Settlement gain	$	1,318	$	-
Sale of commercial building		-		1,496
Deferred revenue and other		88		164
	$	1,406	$	1,660

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BENEFIT PLANS

3 Months Ended

Jul. 31, 2017

Retirement Benefits [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

(7) BENEFIT PLANS

Retirement plan

The Company has a defined benefit retirement plan for which accumulated benefits were frozen and future service credits were curtailed as of March 1, 2004. The Company has secured $4,535,000 of accrued pension-related obligations with first lien mortgages on certain real property in favor of the Pension Benefit Guaranty Corporation (the “PBGC”). On an annual basis, the Company is required to provide updated appraisals on each mortgaged property and, if the appraised value of the mortgaged properties is less than two times the amount of the accrued pension-related obligations secured by the mortgages, the Company is required to make a payment to its pension plan in an amount equal to one-half of the amount of the shortfall. During the first quarter of 2018, there was no change in the appraised value of the mortgaged properties that required the Company to make any additional payments to its pension plan.

Equity compensation plan

In September 2016, the AMREP Corporation 2016 Equity Compensation Plan (the “2016 Equity Plan”) replaced the AMREP Corporation 2006 Equity Compensation Plan (together with the 2016 Equity Plan, the “Equity Plans”). The Company issued 11,250 shares of restricted common stock under the 2016 Equity Plan during the first quarter of 2018. During the first quarter of 2018, 8,000 shares of restricted common stock previously issued under the Equity Plans vested leaving 27,750 restricted shares issued under the Equity Plans that had not vested as of July 31, 2017. For the first quarters of 2018 and 2017, the Company recognized $18,000 and $15,000 of compensation expense related to the restricted shares of common stock. As of July 31, 2017, there was $113,000 of unrecognized compensation expense related to restricted shares of common stock issued under the Equity Plans which had not vested as of that date, which is expected to be recognized over the remaining vesting term not to exceed three years.

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INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

3 Months Ended

Jul. 31, 2017

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

(8) INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

The following tables set forth summarized data relative to the industry segments in which the Company operated for the three month periods ended July 31, 2017 and 2016 (in thousands):

	Real Estate		Fulfillment Services		Corporate and Other		Consolidated
Three months ended July 31, 2017 (a):
Revenues	$	2,747	$	8,561	$	18	$	11,326
Net income from operations	$	180	$	1,040	$	228	$	1,448
Provision for income taxes		134		536		96		766
Interest expense (income), net		524		303		(814)		13
Depreciation		18		303		-		321
EBITDA (b)	$	856	$	2,182	$	(490)	$	2,548
Capital expenditures	$	-	$	10	$	-	$	10
Total assets	$	75,387	$	26,485	$	3,936	$	105,808
Three months ended July 31, 2016 (a):
Revenues	$	4,370	$	7,828	$	10	$	12,208
Net income (loss) from operations	$	247	$	(42)	$	425	$	630
Provision (benefit) for income taxes		145		(25)		217		337
Interest expense (income), net		647		269		(692)		224
Depreciation and amortization		24		343		-		367
EBITDA (b)	$	1,063	$	545	$	(50)	$	1,558
Capital expenditures	$	-	$	39	$	-	$	39
Total assets	$	80,250	$	28,689	$	5,336	$	114,275

(a) Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

(b) The Company uses EBITDA (which the Company defines as income (loss) before net interest expense, income taxes, depreciation and amortization, and non-cash impairment charges) in addition to net income (loss) as a key measure of profit or loss for segment performance and evaluation purposes.

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BASIS OF PRESENTATION (Policies)

3 Months Ended

Jul. 31, 2017

Accounting Policies [Abstract]

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. Since that date, the FASB has issued additional ASUs providing further revenue recognition guidance (collectively, “Topic 606”). Topic 606 clarifies the principles for recognizing revenues and costs related to obtaining and fulfilling customer contracts, with the objective of improving financial reporting. The core principle of Topic 606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. Topic 606 defines a five-step process to achieve this core principle, and more judgment and estimates may be required under Topic 606 than are currently required under generally accepted accounting principles. The two permitted transition methods under Topic 606 are (i) the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or (ii) the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of adoption. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which deferred the required adoption date until May 1, 2018, although an earlier adoption is permitted. The Company does not intend to early adopt Topic 606. The Company is currently evaluating the impact of Topic 606 on the Company’s accounting policies, processes and system requirements, as well as its consolidated financial statements. The Company is also evaluating the transition method it will select upon adoption. Depending on the results of the evaluation, there could be changes to the timing of recognition of revenues and related costs. As the Company considers itself to be in the initial stages of evaluation of the impact of Topic 606, the Company does not know and cannot reasonably estimate quantitative information related to the impact of these new ASUs on its consolidated financial statements, including the effect on the Company’s operating results.

In February 2016, the FASB issued ASU No. 2016-02, Leases. ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize in its balance sheet a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. This ASU will be effective for the Company for fiscal year 2020 beginning on May 1, 2019. The Company has not yet concluded how the new standard will impact its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation: Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU 2016-09 is effective for the Company’s fiscal year 2018 beginning May 1, 2017, including interim periods within that fiscal year. The adoption of ASU 2016-09 by the Company did not have a material effect on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The purpose of ASU 2016-15 is to reduce the diversity in practice regarding how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for the Company’s fiscal year 2019 beginning May 1, 2018. Early adoption is permitted, but the Company does not expect to early adopt ASU 2016-15. A retrospective transition method is to be used in the application of this amendment. The adoption of ASU 2016-15 by the Company is not expected to have a material effect on its consolidated financial statements.

In May 2017, the FASB issued ASU 2017-09, Stock Compensation – Scope of Modification Accounting, guidance that clarifies that all changes to share-based payment awards are not necessarily accounted for as a modification. Under the new guidance, modification accounting is required only if the fair value, the vesting conditions or the classification of the award changes as a result of the change in terms or conditions. ASU 2017-09 is effective for the Company’s fiscal year 2019 beginning May 1, 2018, including interim periods within those periods, with early adoption permitted. Since inception of the Company’s share-based payment awards, there have been no modifications of the awards issued, including for the quarter ended July 31, 2017. The Company will account for future modifications, if any, on a prospective basis. As such, the Company has early adopted ASU 2017-09 without a material impact on its consolidated financial statements.

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RECEIVABLES (Tables)

3 Months Ended

Jul. 31, 2017

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]

	July 31, 2017		April 30, 2017
	(in thousands)
Fulfillment services	$	6,233	$	6,725
Real estate		12		-
Corporate		28		2
		6,273		6,727
Less allowance for doubtful accounts		(325)		(348)
	$	5,948	$	6,379

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PROPERTY, PLANT AND EQUIPMENT (Tables)

3 Months Ended

Jul. 31, 2017

Property, Plant and Equipment Disclosure [Abstract]

Property, Plant and Equipment [Table Text Block]

	July 31,		April 30,
	2017		2017
	(in thousands)
Land, buildings and improvements	$	15,936	$	15,995
Furniture and equipment		18,315		18,350
		34,251		34,345
Less accumulated depreciation		(23,710)		(23,493)
	$	10,541	$	10,852

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OTHER ASSETS (Tables)

3 Months Ended

Jul. 31, 2017

Disclosure Text Block Supplement [Abstract]

Schedule of Other Assets [Table Text Block]

	July 31,		April 30,
	2017		2017
	(in thousands)
Prepaid expenses	$	1,591	$	1,491
Deferred order entry costs		525		553
Other		266		266
	$	2,382	$	2,310

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

3 Months Ended

Jul. 31, 2017

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

	July 31,		April 30,
	2017		2017
	(in thousands)
Fulfillment services	$	5,140	$	5,637
Real estate		991		1,138
Corporate		358		260
	$	6,489	$	7,035

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OTHER LIABILITIES AND DEFERRED REVENUE; OTHER REVENUES (Tables)

3 Months Ended

Jul. 31, 2017

Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract]

Other Revenues [Table Text Block]

Other revenues for the first quarter of 2018 and 2017 consist of:

	First Quarter  of 2018		First Quarter  of 2017
	(in thousands)
Settlement gain	$	1,318	$	-
Sale of commercial building		-		1,496
Deferred revenue and other		88		164
	$	1,406	$	1,660

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INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS (Tables)

3 Months Ended

Jul. 31, 2017

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

The following tables set forth summarized data relative to the industry segments in which the Company operated for the three month periods ended July 31, 2017 and 2016 (in thousands):

	Real Estate		Fulfillment Services		Corporate and Other		Consolidated
Three months ended July 31, 2017 (a):
Revenues	$	2,747	$	8,561	$	18	$	11,326
Net income from operations	$	180	$	1,040	$	228	$	1,448
Provision for income taxes		134		536		96		766
Interest expense (income), net		524		303		(814)		13
Depreciation		18		303		-		321
EBITDA (b)	$	856	$	2,182	$	(490)	$	2,548
Capital expenditures	$	-	$	10	$	-	$	10
Total assets	$	75,387	$	26,485	$	3,936	$	105,808
Three months ended July 31, 2016 (a):
Revenues	$	4,370	$	7,828	$	10	$	12,208
Net income (loss) from operations	$	247	$	(42)	$	425	$	630
Provision (benefit) for income taxes		145		(25)		217		337
Interest expense (income), net		647		269		(692)		224
Depreciation and amortization		24		343		-		367
EBITDA (b)	$	1,063	$	545	$	(50)	$	1,558
Capital expenditures	$	-	$	39	$	-	$	39
Total assets	$	80,250	$	28,689	$	5,336	$	114,275

(a) Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

(b) The Company uses EBITDA (which the Company defines as income (loss) before net interest expense, income taxes, depreciation and amortization, and non-cash impairment charges) in addition to net income (loss) as a key measure of profit or loss for segment performance and evaluation purposes.

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RECEIVABLES (Details) - USD ($) $ in Thousands	Jul. 31, 2017	Apr. 30, 2017
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	$ 6,273	$ 6,727
Less allowance for doubtful accounts	(325)	(348)
Accounts Receivable, Net	5,948	6,379
Fulfillment services [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	6,233	6,725
Real estate
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	12	0
Corporate
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	$ 28	$ 2

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RECEIVABLES (Details Textual) - USD ($)		3 Months Ended
		Jul. 31, 2017	Jul. 31, 2016	Sep. 11, 2017	Apr. 30, 2017
Revenues, Total	[1]	$ 11,326,000	$ 12,208,000
Accounts Receivable, Net		5,948,000			$ 6,379,000
Customer Concentration Risk [Member]
Revenues, Total		$ 1,081,000
Customer Concentration Risk [Member] | Sales Revenue, Net [Member]
Concentration Risk, Percentage		10.00%
Fulfillment Services [Member]
Revenues, Total	[1]	$ 8,561,000	$ 7,828,000
Fulfillment Services [Member] | Customer Concentration Risk [Member]
Accounts Receivable, Net		$ 713,000
Fulfillment Services [Member] | Customer Concentration Risk [Member] | Subsequent Event [Member]
Accounts Receivable, Net				$ 360,000

[1] Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

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PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands	Jul. 31, 2017	Apr. 30, 2017
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 34,251	$ 34,345
Less accumulated depreciation	(23,710)	(23,493)
Property, plant and equipment, net	10,541	10,852
Land, Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	15,936	15,995
Furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 18,315	$ 18,350

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PROPERTY, PLANT AND EQUIPMENT (Details Textual) - USD ($)	3 Months Ended
	Jul. 31, 2017	Jul. 31, 2016
Property, Plant and Equipment [Line Items]
Depreciation	$ 321,000	$ 360,000

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OTHER ASSETS (Details) - USD ($) $ in Thousands	Jul. 31, 2017	Apr. 30, 2017
Prepaid Expense and Other Assets	$ 2,382	$ 2,310
Prepaid Expenses [Member]
Prepaid expenses	1,591	1,491
Deferred Order Entry Costs [Member]
Deferred order entry costs	525	553
Other Intangible Assets [Member]
Other	$ 266	$ 266

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jul. 31, 2017	Apr. 30, 2017
Accounts Payable and Accrued Liabilities Disclosure [Line Items]
Accounts payable, net and accrued expenses	$ 6,489	$ 7,035
Fulfillment services [Member]
Accounts Payable and Accrued Liabilities Disclosure [Line Items]
Accounts payable, net and accrued expenses	5,140	5,637
Real estate
Accounts Payable and Accrued Liabilities Disclosure [Line Items]
Accounts payable, net and accrued expenses	991	1,138
Corporate
Accounts Payable and Accrued Liabilities Disclosure [Line Items]
Accounts payable, net and accrued expenses	$ 358	$ 260

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Textual) - USD ($)	Jul. 31, 2017	Apr. 30, 2017
Accounts Payable and Accrued Liabilities Disclosure [Line Items]
Accrued Liabilities	$ 1,494,000	$ 1,669,000
Customer Postage Deposits Current And Noncurrent	3,112,000	3,178,000
Accounts Payable, Trade	631,000	619,000
Other Accounts Payable and Accrued Liabilities	$ 1,252,000	$ 1,569,000

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OTHER LIABILITIES AND DEFERRED REVENUE; OTHER REVENUES (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jul. 31, 2017	Jul. 31, 2016	Apr. 30, 2017
Settlement gain	$ 1,318	$ 0
Sale of commercial building	0	1,496
Deferred revenue and other	88	164
Other Revenue, Net	$ 1,406	$ 1,660	$ 1,620

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OTHER LIABILITIES AND DEFERRED REVENUE; OTHER REVENUES (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
	Jul. 31, 2017	Jul. 31, 2016	Apr. 30, 2017
Other Liabilities	$ 3,000,000
Deferred Revenue, Revenue Recognized	20,000
Pre Tax Gain Included Other Revenues	1,318,000	$ 0
Pre Tax Gain Included Deferred Revenues	302,000
Operating Leases, Income Statement, Lease Revenue	57,000
Deferred Revenue, Leases, Net	246,000
Interest Payable	26,000
Gain (Loss) on Sale of Properties	0	1,496,000
Other Revenue, Net	1,406,000	$ 1,660,000	$ 1,620,000
Payments For Liability Settlements	163,000
Other Liabilities, Current	1,243,000
Deferred Revenue	$ 282,000

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BENEFIT PLANS (Details Textual) - USD ($)	3 Months Ended
	Jul. 31, 2017	Jul. 31, 2016
Defined Benefit Plan Disclosure [Line Items]
Share-based Compensation, Total	$ 18,000	$ 15,000
Pension Benefit Plan Accelerated Funding	4,535,000
Equity Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total	$ 113,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	8,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross	11,250
Two Thousand Six Equity Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	27,750

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INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS (Details) - USD ($) $ in Thousands		3 Months Ended
		Jul. 31, 2017		Jul. 31, 2016		Apr. 30, 2017
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1]	$ 11,326		$ 12,208
Net income (loss) from operations	[1]	1,448		630
Provision (benefit) for income taxes	[1]	766		337
Interest expense (income), net	[1]	13		224
Depreciation and amortization	[1]	321		367
EBITDA	[1],[2]	2,548		1,558
Capital expenditures	[1]	10		39
Total assets		105,808	[1]	114,275	[1]	$ 106,676
Real Estate
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1]	2,747		4,370
Net income (loss) from operations	[1]	180		247
Provision (benefit) for income taxes	[1]	134		145
Interest expense (income), net	[1]	524		647
Depreciation and amortization	[1]	18		24
EBITDA	[1],[2]	856		1,063
Capital expenditures	[1]	0		0
Total assets	[1]	75,387		80,250
Fulfillment Services [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1]	8,561		7,828
Net income (loss) from operations	[1]	1,040		(42)
Provision (benefit) for income taxes	[1]	536		(25)
Interest expense (income), net	[1]	303		269
Depreciation and amortization	[1]	303		343
EBITDA	[1],[2]	2,182		545
Capital expenditures	[1]	10		39
Total assets	[1]	26,485		28,689
Corporate and Other [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1]	18		10
Net income (loss) from operations	[1]	228		425
Provision (benefit) for income taxes	[1]	96		217
Interest expense (income), net	[1]	(814)		(692)
Depreciation and amortization	[1]	0		0
EBITDA	[1],[2]	(490)		(50)
Capital expenditures	[1]	0		0
Total assets	[1]	$ 3,936		$ 5,336

[1] Revenue information provided for each segment includes amounts grouped as Other in the accompanying consolidated statements of operations. Corporate and Other is net of intercompany eliminations.

[2] The Company uses EBITDA (which the Company defines as income (loss) before net interest expense, income taxes, depreciation and amortization, and non-cash impairment charges) in addition to net income (loss) as a key measure of profit or loss for segment performance and evaluation purposes.