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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 January 31 , 2004
-------------------------------------------------
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
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AMREP Corporation
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Oklahoma 59-0936128
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
641 Lexington Avenue, Sixth Floor, New York, New York 10022
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 705-4700
-----------------------------
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------ ------
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes No X
------ ------
Number of Shares of Common Stock, par value $.10 per share, outstanding at
January 31, 2004 - 6,598,112.
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
INDEX
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PART I. FINANCIAL INFORMATION PAGE NO.
- ------ --------
Item 1. Financial Statements
Consolidated Balance Sheets
January 31, 2004 and April 30, 2003 1
Consolidated Statements of Operations and Retained Earnings
Three Months Ended January 31, 2004 and 2003 2
Consolidated Statements of Operations and Retained Earnings
Nine Months Ended January 31, 2004 and 2003 3
Consolidated Statements of Cash Flows
Nine Months Ended January 31, 2004 and 2003 4
Notes to Consolidated Financial Statements 5 - 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 7 - 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
Item 4. Controls and Procedures 10
PART II. OTHER INFORMATION
- --------
Item 6. Exhibits and Reports on Form 8-K 11
SIGNATURE 12
EXHIBIT INDEX 13
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
- ------- --------------------
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets ( Unaudited )
(Thousands, except par value and number of shares)
January 31, April 30,
2004 2003
------------------ ------------------
ASSETS
- ------
Cash and cash equivalents $ 20,520 $ 16,443
Receivables, net:
Magazine operations 50,326 36,464
Real estate operations 6,888 5,970
------------------ ------------------
57,214 42,434
Real estate inventory 58,525 63,084
Property, plant and equipment, at cost,
net of accumulated depreciation and
amortization of $21,333 at January 31, 2004
and $18,231 at April 30, 2003 22,321 22,487
Other assets 11,003 9,911
Goodwill 5,191 5,191
------------------ ------------------
TOTAL ASSETS $ 174,774 $ 159,550
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Accounts payable and accrued expenses $ 46,449 $ 38,101
Notes payable:
Amounts due within one year 1,754 4,124
Amounts subsequently due 13,206 14,303
------------------ ------------------
14,960 18,427
Taxes payable 1,446 605
Deferred income taxes 3,962 1,506
Accrued pension cost 7,083 7,083
------------------ ------------------
TOTAL LIABILITIES 73,900 65,722
------------------ ------------------
Shareholders' equity:
Common stock, $.10 par value;
shares authorized - 20,000,000;
7,409,204 shares issued at January 31,
2004 and 7,406,704 at April 30, 2003 741 741
Capital contributed in excess of
par value 45,066 44,992
Retained earnings 67,768 59,786
Accumulated other comprehensive loss ( 7,096) ( 6,034)
Treasury stock, at cost; 811,092
shares at January 31, 2004 and
818,592 at April 30, 2003 ( 5,605) ( 5,657)
------------------ ------------------
TOTAL SHAREHOLDERS' EQUITY 100,874 93,828
------------------ ------------------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $ 174,774 $ 159,550
================== ==================
See notes to consolidated financial statements.
1
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Three Months Ended January 31, 2004 and 2003
(Thousands, except per share amounts)
2004 2003
------------------ -------------------
REVENUES
- --------
Magazine operations $ 24,914 $ 13,316
Real estate operations 7,738 6,899
Interest and other operations 708 643
------------------ -------------------
33,360 20,858
------------------ -------------------
COSTS AND EXPENSES
- ------------------
Magazine operating expenses 21,908 10,026
Real estate cost of sales 3,847 2,774
Real estate commissions and selling 166 296
Other operations 606 604
General and administrative:
Magazine operations 974 1,706
Real estate operations and corporate 297 849
Interest expense, net 193 141
------------------ -------------------
27,991 16,396
------------------ -------------------
Income before income taxes 5,369 4,462
PROVISION FOR INCOME TAXES 1,986 1,785
------------------ -------------------
NET INCOME 3,383 2,677
RETAINED EARNINGS, beginning of period 64,385 55,557
------------------ -------------------
RETAINED EARNINGS, end of period $ 67,768 $ 58,234
================== ===================
NET INCOME PER SHARE - BASIC AND
DILUTED $ 0.51 $ 0.41
================== ===================
COMPREHENSIVE INCOME $ 2,321 $ 2,677
================== ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,598 6,581
================== ===================
See notes to consolidated financial statements.
2
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Nine Months Ended January 31, 2004 and 2003
(Thousands, except per share amounts)
2004 2003
------------------ -------------------
REVENUES
- --------
Magazine operations $ 76,107 $ 38,657
Real estate operations 20,876 11,483
Interest and other operations 2,696 3,064
------------------ -------------------
99,679 53,204
------------------ -------------------
COSTS AND EXPENSES
- ------------------
Magazine operating expenses 63,546 29,871
Real estate cost of sales 9,845 5,134
Real estate commissions and selling 645 617
Other operations 1,780 1,888
General and administrative:
Magazine operations 5,738 5,086
Real estate operations and corporate 2,118 2,290
Interest expense, net 721 450
------------------ -------------------
84,393 45,336
------------------ -------------------
Income before income taxes 15,286 7,868
PROVISION FOR INCOME TAXES 5,656 3,147
------------------ -------------------
NET INCOME 9,630 4,721
DIVIDEND ( $0.25 per share ) ( 1,648) -
RETAINED EARNINGS, beginning of period 59,786 53,513
------------------ -------------------
RETAINED EARNINGS, end of period $ 67,768 $ 58,234
================== ===================
NET INCOME PER SHARE - BASIC AND
DILUTED $ 1.46 $ 0.72
================== ===================
COMPREHENSIVE INCOME $ 8,568 $ 4,721
================== ===================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,594 6,579
================== ===================
See notes to consolidated financial statements.
3
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended January 31, 2004 and 2003
(Thousands)
2004 2003
----------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 9,630 $4,721
----------------- ------------------
Adjustments to reconcile net
income to net cash provided by
operating activities -
Depreciation and amortization 4,213 2,293
Non-cash credits and charges:
Pension expense (benefit) accrual (530) 102
Bad debt reserve 385 126
Stock based compensation - Directors' Plan 109 -
Changes in assets and liabilities -
Receivables (15,165) 2,163
Real estate inventory 4,559 (1,138)
Other assets (1,667) (340)
Accounts payable and accrued expenses 7,193 (1,642)
Taxes payable 841 1,138
Deferred income taxes 3,079 -
----------------- ------------------
Total adjustments 3,017 2,702
----------------- ------------------
Net cash provided by
operating activities 12,647 7,423
----------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (3,472) (1,651)
----------------- ------------------
Net cash used by investing activities (3,472) (1,651)
----------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing 23,592 18,400
Principal debt payments (27,059) (23,274)
Proceeds from exercise of stock options 17 46
Dividends paid (1,648) -
----------------- ------------------
Net cash used by financing activities (5,098) (4,828)
----------------- ------------------
Increase in cash and cash equivalents 4,077 944
CASH AND CASH EQUIVALENTS, beginning
of period 16,443 15,744
----------------- ------------------
CASH AND CASH EQUIVALENTS,
end of period $ 20,520 $ 16,688
================= ==================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid - net of amounts
capitalized $ 587 $ 454
================= ==================
Income taxes paid - net of refunds $ 1,736 $ 1,311
================= ==================
See notes to consolidated financial statements.
4
AMREP CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Nine Months Ended January 31, 2004 and 2003
(1) BASIS OF PRESENTATION
---------------------
The accompanying unaudited financial statements included herein have been
prepared by AMREP Corporation (the "Registrant" or the "Company") pursuant to
the rules and regulations of the Securities and Exchange Commission for interim
financial information. The April 30, 2003 balance sheet amounts have been
derived from the April 30, 2003 audited financial statements of the Registrant
(see Note 4). Since the accompanying consolidated financial statements do not
include all the information and footnotes required by accounting principles
generally accepted in the United States for complete financial statements, it is
suggested that they be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Registrant's 2003 Annual
Report on Form 10-K. In the opinion of management, the accompanying unaudited
financial statements include all adjustments, which are of a normal recurring
nature, 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 a good indication of what may occur in future periods.
(2) 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 operates for the three and nine month periods ended January
31, 2004 and 2003. Certain amounts included in "Interest and other operations
on the Consolidated Statements of Operations are classified below within the
Land Operations and Corporate and Other segments, depending upon the nature of
business activity. In addition, certain prior year amounts have been
reclassified to reflect corporate management fees as well as the
reclassification of certain revenues and expenses between the Distribution and
Fulfillment segments in order to conform to the current year presentation.
THREE MONTHS Land Corporate
Operations Distribution Fulfillment and Other Consolidated
---------- ------------ ----------- --------- ------------
January 2004 (Thousands):
Revenues $ 7,897 $ 2,979 $ 21,935 $ 549 $ 33,360
Operating expenses 4,298 2,616 20,265 619 27,798
Management fee 192 23 160 (375) -
Interest expense, net - 10 129 54 193
-------------- -------------- ------------- ------------- ---------------
Pretax income contribution $ 3,407 $ 330 $ 1,381 $ 251 $ 5,369
============== ============== ============= ============= ===============
- ----------------------------------------------------------------------------------------------------------------
January 2003 (Thousands):
Revenues $ 7,012 $ 3,395 $ 9,921 $ 530 $ 20,858
Operating expenses 3,603 2,821 8,911 920 16,255
Management fee 175 46 129 (350) -
Interest expense, net - 45 40 56 141
-------------- -------------- ------------- ------------- ---------------
Pretax income contribution $ 3,234 $ 483 $ 841 $ ( 96) $ 4,462
============== ============== ============= ============= ===============
5
NINE MONTHS Land Corporate
Operations Distribution Fulfillment and Other Consolidated
------------ ------------- ------------- ---------- -------------
January 2004 (Thousands):
Revenues $ 21,623 $ 9,196 $ 66,911 $ 1,949 $ 99,679
Operating expenses 11,950 8,130 61,153 2,439 83,672
Management fee 577 118 432 (1,127) -
Interest expense, net - 22 537 162 721
-------------- -------------- -------------- -------------- ---------------
Pretax income contribution $ 9,096 $ 926 $ 4,789 $ 475 $ 15,286
============== ============== ============== ============== ===============
Identifiable assets $ 72,870 $ 38,033 $ 40,203 $ 18,477 $ 169,583
Intangible assets $ - $ 3,893 $ 1,298 $ - $ 5,191
- -----------------------------------------------------------------------------------------------------------------
January 2003 (Thousands):
Revenues $ 12,365 $ 10,680 $ 27,977 $ 2,182 $ 53,204
Operating expenses 7,352 8,500 26,457 2,577 44,886
Management fee 525 136 389 (1,050) -
Interest expense, net - 177 99 174 450
-------------- -------------- -------------- -------------- ---------------
Pretax income contribution $ 4,488 $ 1,867 $ 1,032 $ 481 $ 7,868
============== ============== ============== =============== ===============
Identifiable assets $ 72,757 $ 33,953 $ 23,119 $ 19,282 $ 149,111
Intangibles assets $ - $ 3,893 $ 1,298 $ - $ 5,191
- -----------------------------------------------------------------------------------------------------------------
(3) PENSION ACCOUNTING
------------------
During the quarter ended January 31, 2004, The Company recorded a pretax
gain of approximately $1,700,000 from the accelerated recognition of a
deferred actuarial gain due to the curtailment of future service benefits
under the Company's pension plan as approved by the Board of Directors. In
addition, the Company recorded a Comprehensive Loss of $1,700,000, net of
$638,000 of deferred taxes, related to this amortization.
(4) RECLASSIFICATION
----------------
The contract for the sale of the Company's water utility subsidiary in
Eldorado, New Mexico expired in September 2003. In accordance with
Financial Accounting Standard No. 144, "Accounting for the Impairment or
Disposal of Long - Lived Assets", the related assets and liabilities have
been reclassified as held and used.
6
AMREP CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
- ------- -----------------------------------------------------------
and Results of Operations
-------------------------
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 discussion should be read in conjunction with the
consolidated financial statements and accompanying notes. All references to the
third quarter or first nine months of fiscal 2004 or 2003 mean the quarter or
nine-month period ended January 31, 2004 or 2003, as the case may be.
Results of Operations
- ---------------------
For the third quarter of fiscal 2004, net income was $3,383,000, or $0.51 per
share, compared to net income of $2,677,000, or $0.41 per share, in the same
period of fiscal 2003. Revenues were $33,360,000 in the current year third
quarter versus $20,858,000 in the same period last year. For the first nine
months of fiscal 2004, the Company reported revenues of $99,679,000 and net
income of $9,630,000, or $1.46 per share. For the comparable period last year,
the Company had revenues of $53,204,000 and net income of $4,721,000, or $0.72
per share.
Results for the third quarter of 2004 included a pretax gain of approximately
$1,700,000 (equivalent to $0.16 per share) resulting from the accelerated
recognition of a deferred actuarial gain due to the curtailment of future
service benefits under the Company's pension plan. Partly offsetting this pretax
gain was a charge of approximately $700,000 (equivalent to $0.07 per share) for
the estimated costs of relocating and centralizing certain fulfillment
operations.
Revenues from the Company's Kable News Company subsidiary rose from $13,316,000
and $38,657,000 in the third quarter and first nine months of 2003,
respectively, to $24,914,000 and $76,107,000 in the corresponding periods of the
current year. This substantial revenue growth reflected the April 2003
acquisition by Kable of the subscription fulfillment business of Electronic Data
Systems Corporation ("EDS"), offset in part by a revenue decrease in the
Newsstand Distribution Services business due to a decline in magazine sales
rates. As a result of the purchase from EDS, revenues from Kable's Fulfillment
Services business increased from $9,921,000 and $27,977,000 in the third quarter
and first nine months of 2003, respectively, to $21,935,000 and $66,911,000 in
the comparable periods of the current year. This revenue increase from
Fulfillment Services was offset in part, however, by a decline in revenues from
the Newsstand Distribution Services business from $3,395,000 and $10,680,000 for
the third quarter and first nine months of 2003, respectively, to $2,979,000 and
$9,196,000 in the same periods of the current year, principally due to a decline
in magazine sales rates. Kable's operating expenses increased principally due to
the acquisition of the EDS Subscription Fulfillment Services business in
Louisville, Colorado. Fulfillment Services' operating expenses were
approximately 80% and 84% of related revenues in the third quarter and first
nine months of 2003, respectively, compared to 90% and 86% for these same
periods in 2004. These costs increased as a percentage of related revenues as a
result of the acquisition in Colorado, where certain costs are relatively higher
than at the Company's other locations, and the charge for the estimated costs of
relocating and centralizing certain fulfillment operations referred to above.
Operating costs for Newsstand Services in the third quarter of 2004 were
comparable to the prior year and for the nine month period of 2004 decreased 6%
from the same period in 2003; however, they increased from 62% and 59% of
revenues in the third quarter and first nine months of 2003, respectively, to
70% and 65% in the comparable 2004 periods reflecting the decline in Newsstand
Services revenues.
As a result of customer losses that were identified and known prior to the
acquisition of the EDS subscription fulfillment business and which have occurred
7
and will continue to occur through the fourth quarter of fiscal 2004, it is
anticipated that the revenues and pretax income of the acquired subscription
fulfillment business in the fourth quarter of 2004 will be lower than what was
reported in each of the first three quarters. Accordingly, results for Kable's
Fulfillment Services business for the first nine months of fiscal 2004 are not
necessarily a good indication of what may occur in future periods.
Revenues from land sales at the Company's AMREP Southwest subsidiary also
increased in fiscal 2004, from $6,899,000 in the third quarter of 2003 to
$7,738,000 in the same quarter of the current year, and for the nine month
period, revenues increased from $11,483,000 last year to $20,876,000 this year.
This improvement was the result of greater sales of both developed and
undeveloped lots in the Company's principal market of Rio Rancho, New Mexico in
2004. The gross profit on land sales declined from 60% in the third quarter of
2003 to 50% for the same period of 2004 because a higher proportion of
undeveloped lots, which generally have higher gross profit margins than
developed lots, were sold in last year's third quarter. For the first nine
months of 2003 and 2004, the gross profit percentage on land sales was 55% and
53%, respectively, as the mix of developed and undeveloped lots was generally
comparable for these periods. Pretax profit from real estate operations also
improved significantly in both the third quarter and first nine months of 2004
versus the same periods last year, reflecting the much higher revenues this
year. As previously reported, revenues and related gross profits from land sales
can vary significantly from period to period as a result of many factors,
including the nature and timing of specific transactions, and prior results are
not necessarily a good indication of what may occur in future periods.
Real estate commissions and selling expenses decreased as a percentage of
related revenues from 4.3% and 5.4% for the third quarter and first nine months
of 2003, respectively, to 2.1% and 3.1% for the same periods of 2004, due to
closing a higher mix of land sales in the third quarter of the current year
without the involvement of a broker. Such costs generally vary depending upon
the terms of specific sale transactions. Real estate and corporate general and
administrative expenses decreased in both the third quarter and first nine
months of 2004 versus the same periods of 2003, principally as a result of the
allocable share of the pension gain recorded in the third quarter of the current
year which is netted against this expense. Kable's general and administrative
costs increased during the first nine months of 2004 compared to the same period
of 2003 as a result of the acquisition of the EDS subscription fulfillment
business, although there was a decrease in the third quarter of 2004 versus the
same period last year as a result of Kable's allocable share of the pension
gain. Interest expense increased in both the third quarter and first nine months
of 2004 compared to 2003 as a result of borrowings incurred in connection with
the acquisition as well as for additional working capital requirements.
Revenues associated with interest and other operations increased in the third
quarter of 2004 as compared to the same period in 2003 because of moderately
higher increased revenues of the Company's utility subsidiary, but decreased for
the first nine moths of 2004 because certain revenues received in the prior year
did not reoccur. Such one-time revenues included the receipt of interest in
connection with a federal tax refund claim which occurred in the first quarter
of 2003 and the settlement with an insurance company related to a claim filed in
prior years that was finalized in the second quarter of 2003. Costs of these
other operations were generally comparable in both the third quarter and first
nine months of each year.
8
Liquidity and Capital Resources
- -------------------------------
During the past several years, the Company has financed its operations from
internally generated funds from land sales and magazine operations, and from
borrowings under its various lines-of-credit and development loan agreements.
Cash Flows From Financing Activities
- ------------------------------------
The Company's subsidiaries have line of credit arrangements with several
financial institutions which are collateralized by various assets. Based upon
collateral availability, the Company's subsidiaries had an aggregate borrowing
availability of $24,194,000 at January 31, 2004 against which $9,220,000 had
been borrowed.
Kable has an agreement with a bank which allows the company to borrow up to
$30,000,000 based upon a prescribed percentage of eligible accounts receivable,
as defined. At January 31, 2004, Kable had borrowing availability of
$20,278,000, against which $9,020,000 was outstanding.
The Company's real estate subsidiary, AMREP Southwest Inc., also has several
loans to support its operations in New Mexico. These loans are collateralized by
certain real estate assets and are subject to available collateral and various
financial performance and other covenants. At January 31, 2004, the maximum
available under these real estate lines-of-credit totaled $3,916,000, of which
borrowings of $200,000 were outstanding.
On July 9, 2003, the Company's Board of Directors declared a special dividend of
$0.25 per share payable on August 13, 2003 to shareholders of record on July 24,
2003. While this dividend was a one time event, the Board indicated that it may
consider special dividends from time-to-time in the future in light of
conditions then existing, including earnings, financial condition, cash
position, and capital requirements and other needs.
Cash Flows From Operating Activities
- ------------------------------------
Inventories decreased from $63,084,000 at April 30, 2003 to $58,525,000 at
January 31, 2004 reflecting sales activity in excess of development spending.
Kable's receivables increased from $36,464,000 at April 30, 2003 to $50,326,000
at January 31, 2004 due to the growth of operations resulting from the
acquisition of the EDS subscription fulfillment business. Accounts payable
increased from $38,101,000 at April 30, 2003 to $46,449,000 at January 31, 2004
due to the timing of payments and the acquisition.
Application of Critical Accounting Policies
- -------------------------------------------
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of those financial statements and the reported amounts of revenues and
expenses during the reporting period. The significant estimates that affect the
financial statements of the Company include, but are not limited to: (i) revenue
recognition for the magazine distribution business based on estimates of
allowances for magazine returns; (ii) allowances for bad debts; (iii) land
development budgets and costs to complete; (iv) cash flow and valuation
assumptions in performing asset impairment tests of long-lived assets; (v)
pension plan assumptions; and (vi) legal contingencies. Actual results could
differ from those estimates. There has been no significant effect on the
financial condition or results of operations as a result of changes in policies
or estimates.
9
Statement of Forward-Looking Information
- ----------------------------------------
Certain information included herein and in other Company statements, reports and
filings with the Securities and Exchange Commission, including statements
regarding revenues and profitability of the subscription fulfillment business
acquired from EDS, is forward-looking within the meaning of the Private
Securities Litigation Reform Act of 1995. Refer to Item 7 of the Annual Report
on Form 10-K for a discussion of the assumptions and factors on which these
statements are based. Any changes in the actual outcome of these assumptions and
factors could produce significantly different results; accordingly, all
forward-looking statements should be evaluated with the understanding of their
inherent uncertainty. The Registrant disclaims any intention or obligation to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
- ------- ----------------------------------------------------------
There have been no material changes to the Company's market risk for the nine
month period ended January 31, 2004. Refer to Item 7(A) of the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 2003 for additional
information regarding quantitative and qualitative disclosures about market
risk.
Item 4. Controls and Procedures
- ------- -----------------------
(a) Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's chief
financial officer and the other executive officers whose certificates accompany
this quarterly report, have evaluated the effectiveness of the Company's
disclosure controls and procedures (within the meaning of said Rule) as of the
end of the period covered by this report. As a result of such evaluation, the
chief financial officer and other executive officers have concluded that such
disclosure controls and procedures are effective, in all material respects, to
ensure that the information required to be disclosed in the reports the Company
files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. The Company believes that
a controls 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.
(b) Changes in Internal Control over Financial Reporting
There have been no changes in the Company's internal control over financial
reporting during the Company's most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
10
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
- ------- --------------------------------
(a) Exhibits
--------
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.
31.3 Certification required by Rule 13a - 14 (a) under the Securities
Exchange Act of 1934.
32 Certification required by Rule 13a - 14 (b) under the Securities
Exchange Act of 1934.
(b) Reports on Form 8-K
-------------------
Current Report on Form 8-K dated December 8, 2003 and furnished to the
Securities and Exchange Commission on December 8, 2003 reporting second quarter
2004 financial results.
11
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
AMREP CORPORATION
(Registrant)
Dated: March 10, 2004 By: /s/ Peter M. Pizza
-------------- ------------------
Peter M. Pizza
Vice President and
Chief Financial Officer
(Principal Financial
and Accounting Officer)
12
AMREP CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
-------------
Exhibit No. 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.
31.3 Certification required by Rule 13a - 14 (a) under the
Securities Exchange Act of 1934.
32 Certification required by Rule 13a - 14 (b) under the
Securities Exchange Act of 1934.
13