NOTES PAYABLE

9 Months Ended

Jan. 31, 2023

NOTES PAYABLE

NOTES PAYABLE

(6)          NOTES PAYABLE

The following tables present information on the Company’s notes payable during the nine months ended January 31, 2023 (dollars in thousands):

		Principal Amount
		Available for		Outstanding
		New Borrowings		Principal Amount
		January 31,		January 31,		April 30,
Loan Identifier	Lender	2023		2023		2022
Revolving Line of Credit	BOKF	$	4,177	$	—	$	—
La Mirada	BOKF		1,877		204		2,030
Equipment Financing	DC		—		46		—
				$	250	$	2,030

(data as of January 31, 2023)			Mortgaged Property
Loan Identifier	Interest Rate		Book Value		Scheduled Maturity
Revolving Line of Credit	7.72	%	$	1,693	August 2025
La Mirada	7.72	%		9,937	June 2024
Equipment Financing	2.35	%		45	June 2028

(data for periods ended January 31, 2023)	Principal Repayments				Capitalized Interest and Fees
Loan Identifier	Three Months		Nine Months		Three Months		Nine Months
Revolving Line of Credit	$	—	$	—	$	—	$	—
La Mirada		—		5,294		11		55
Equipment Financing		2		5		—		—
	$	2	$	5,299	$	11	$	55

As of January 31, 2023, the Company was in compliance with the financial covenants contained in the loan documentation for the then outstanding notes payable. Except as described below, refer to Note 6 to the consolidated financial statements contained in the 2022 Form 10-K for additional detail about each of the above notes payable.

Revolving Line of Credit. Refer to Note 6 to the consolidated financial statements contained in the 2022 Form 10-K for detail regarding the Loan Agreement (the “Loan Agreement”) entered into between BOKF, NA dba Bank of Albuquerque (“BOKF”) and AMREP Southwest Inc. (“ASW”), a subsidiary of AMREP Corporation, in which BOKF agrees to lend up to $4,000,000 to ASW on a revolving line of credit basis for general corporate purposes. In August 2022, ASW and BOKF entered into the Third Modification Agreement to the Loan Agreement and ASW entered into the First Amended and Restated Revolving Line of Credit Promissory Note in favor of BOKF. These documents resulted in the following changes to the revolving line of credit financing facility: (a) the maximum amount available for borrowing increased by $1,750,000 to a new total maximum amount of $5,750,000, (b) the interest rate on borrowed amounts is equal to the one-month secured overnight financing rate as administered by the CME Group Benchmark Administration Limited plus a spread of 3.15%, adjusted monthly, and (c) the scheduled maturity date of the loan is August 15, 2025. ASW incurred customary costs and expenses and paid certain fees to BOKF in connection with this modification.

Equipment Financing. In June 2022, Rioscapes LLC (“Rioscapes”), a subsidiary of the Company, entered into a Loan Contract-Security Agreement with Deere & Company (“DC”). The loan is secured by a security interest in certain construction equipment. DC lent $50,000 to Rioscapes on a non-revolving line of credit basis to fund the acquisition of the construction equipment. ASW guaranteed Rioscapes’s obligations under the loan. The principal is payable monthly based on a 72-month amortization and the outstanding principal amount of the loan may be prepaid at any time without penalty. Interest on the outstanding principal amount of the loan is payable monthly at the annual rate equal to 2.35%. Rioscapes made certain representations and warranties in connection with this loan and is required to comply with various covenants, reporting requirements and other customary requirements for similar loans. The loan documentation contains customary events of default for similar financing transactions, including: Rioscapes’s failure to make principal, interest or other payments when due; the failure of Rioscapes to observe or perform its covenants under the loan documentation; the representations and warranties of Rioscapes being false; the insolvency or bankruptcy of Rioscapes or ASW; the merger by Rioscapes or ASW into another entity; and the sale by Rioscapes or ASW of substantially all of their assets. Upon the occurrence and during the continuance of an event of default, DC may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. Rioscapes incurred customary costs and expenses and paid certain fees to DC in connection with the loan.

As of January 31, 2023, the Company had (a) a letter of credit outstanding under its Revolving Line of Credit in the principal amount of $1,323,000 in favor of a municipality guarantying the completion of improvements in a subdivision being constructed by the Company and (b) $250,000 reserved under its Revolving Line of Credit for credit card usage. As of January 31, 2023, the Company had loan reserves outstanding under its note payable for La Mirada in the aggregate principal amount of $2,364,000 in favor of a municipality guarantying the completion of improvements in a subdivision being constructed by the Company. The amounts under the letter of credit and loan reserves are not reflected as outstanding principal in notes payable.

The following table summarizes the notes payable scheduled minimum principal repayments subsequent to January 31, 2023 (in thousands):

Fiscal Year	Scheduled Payments
2023	$	2
2024		8
2025		212
Thereafter		28
Total	$	250