AXR AMREP Corp

 

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, 2015     

 

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.)

 

300 Alexander Park, Suite 204, Princeton, New Jersey	08540
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (609) 716-8200

 

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 or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting 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)

 

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 11, 2015 – 8,059,454.

 

 

AMREP CORPORATION AND SUBSIDIARIES

 

INDEX

 

	PAGE NO.
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
Consolidated Balance Sheets July 31, 2015 (Unaudited) and April 30, 2015	1
Consolidated Statements of Operations and Retained Earnings (Unaudited) Three Months Ended July 31, 2015 and 2014	2
Consolidated Statements of Cash Flows from Continuing Operations (Unaudited) Three Months Ended July 31, 2015 and 2014	3
Notes to Consolidated Financial Statements (Unaudited)	4
Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item 4.  Controls and Procedures	15
PART II.  OTHER INFORMATION
Item 5.  Other Information	16
Item 6.  Exhibits	17
SIGNATURE	18
EXHIBIT INDEX	19

 

 

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, 2015				April 30, 2015
		(Unaudited)
ASSETS
Cash and cash equivalents		$	9,697			$	12,050
Receivables, net			10,933				11,265
Real estate inventory			66,388				66,321
Investment assets, net			15,328				15,364
Property, plant and equipment, net			15,467				15,763
Intangible and other assets, net			9,670				10,440
Taxes receivable			1,781				-
Deferred income taxes, net			5,837				5,837
Assets of discontinued operations			-				1,689
TOTAL ASSETS		$	135,101			$	138,729
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES:
Accounts payable and accrued expenses		$	8,826			$	10,284
Notes payable:
Amounts due within one year			130				128
Amounts due beyond one year			3,927				3,959
Amounts due to related party			13,782				14,003
			17,839				18,090
Taxes payable			-				653
Other liabilities and deferred revenue			4,766				4,827
Accrued pension cost			11,513				11,259
Liabilities of discontinued operations			-				295
TOTAL LIABILITIES			42,944				45,408
SHAREHOLDERS’ EQUITY:
Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 8,284,704 at July 31, 2015 and 8,281,704 at April 30, 2015			828				828
Capital contributed in excess of par value			50,553				50,538
Retained earnings			55,824				57,003
Accumulated other comprehensive loss, net			(10,833	)			(10,833	)
Treasury stock, at cost; 225,250 shares at July 31, 2015 and April 30, 2015			(4,215	)			(4,215	)
TOTAL SHAREHOLDERS’ EQUITY			92,157				93,321
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	135,101			$	138,729

 

 

AMREP CORPORATION AND SUBSIDIARIES

Consolidated Statements of Operations and Retained Earnings (Unaudited)

Three Months Ended July 31, 2015 and 2014

(Amounts in thousands, except per share amounts)

 

		2015				2014
REVENUES:
Fulfillment services		$	9,181			$	11,909
Real estate land sales			110				384
Other			284				28
			9,575				12,321
COSTS AND EXPENSES:
Real estate land sales			36				222
Operating expenses:
Fulfillment services			8,780				9,392
Real estate selling expenses			53				60
Other			347				441
General and administrative expenses:
Fulfillment services			865				1,107
Real estate operations and corporate			1,019				827
Impairment of assets			-				925
Interest expense			379				392
			11,479				13,366
Loss from continuing operations before income taxes			(1,904	)			(1,045	)
Benefit for income taxes			(725	)			(409	)
Loss from continuing operations			(1,179	)			(636	)
Discontinued operations (Note 2)
Income from discontinued operations before income taxes			-				10,968
Provision for income taxes			-				4,068
Income from discontinued operations			-				6,900
Net income (loss)			(1,179	)			6,264
Retained earnings, beginning of period			57,003				45,683
Retained earnings, end of period		$	55,824			$	51,947
Loss per share – continuing operations – basic and diluted		$	(0.15	)		$	(0.08	)
Earnings per share – discontinued operations – basic and diluted		$	-			$	0.90
Earnings (loss) per share, net - basic and diluted		$	(0.15	)		$	0.82
Weighted average number of common shares outstanding			8,029				7,599

 

 

AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows from Continuing Operations (Unaudited)
Three Months Ended July 31, 2015 and 2014
(Amounts in thousands)

 

		2015				2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations		$	(1,179	)		$	(636	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Impairment of assets			-				925
Depreciation and amortization			746				826
Non-cash credits and charges:
Allowance for (recovery of) doubtful accounts			29				(111	)
Stock-based compensation			21				36
Changes in assets and liabilities, net of effects of discontinued operations:
Receivables			303				2,146
Real estate inventory and investment assets			(67	)			(274	)
Intangible and other assets			432				1,422
Accounts payable and accrued expenses			(1,458	)			(1,492	)
Taxes receivable and payable			(2,434	)			3
Deferred income taxes and other liabilities			(61	)			(408	)
Accrued pension costs			254				53
Total adjustments			(2,235	)			3,126
Net cash provided by (used in) operating activities			(3,414	)			2,490
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - property, plant and equipment			(82	)			(377	)
Net cash used in investing activities			(82	)			(377	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal debt payments			(251	)			(71	)
Net transfers from (to) discontinued operations			1,394				(1,311	)
Net cash provided by (used in) financing activities			1,143				(1,382	)
Increase (decrease) in cash and cash equivalents			(2,353	)			731
Cash and cash equivalents, beginning of period			12,050				7,571
Cash and cash equivalents, end of period		$	9,697			$	8,302
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid		$	324			$	408
Income taxes paid (refunded), net		$	1,854			$	(3	)
Non-cash transactions:
Issuance of common stock in settlement		$	-			$	4,274

 

 

AMREP CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Three Months Ended July 31, 2015 and 2014

 

(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 Fulfillment Services business operated by Palm Coast Data LLC (“Palm Coast”) and its subsidiary, FulCircle Media, LLC (“FulCircle”) and the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries. 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 2016 and 2015 are to the fiscal years ending April 30, 2016 and 2015 and all references to the first quarter and first three months of 2016 and 2015 mean the fiscal three month periods ended July 31, 2015 and 2014.

 

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, 2015, which was filed with the SEC on July 29, 2015 (the “2015 Form 10-K”).

 

Recently Issued Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. This guidance defines how companies report revenues from contracts with customers and also requires enhanced disclosures. In July 2015, the Financial Accounting Standards Board voted to defer the effective date by one year, with early adoption on the original effective date permitted. The Company will be required to adopt the standard as of May 1, 2018 and early adoption is permitted as of May 1, 2017. The Company has not determined the transition approach that will be utilized nor has it estimated the impact of adopting the new accounting standard.

 

(2)

DISCONTINUED OPERATIONS

 

Prior to February 9, 2015, the Company had been engaged in the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services business. On February 9, 2015, the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services business were sold. In addition, prior to April 10, 2015, the Company had also been engaged in the Staffing Services business. On April 10, 2015, the Staffing Services business was sold. The Newsstand Distribution Services business, the Product Packaging and Fulfillment Services business and the Staffing Services business have been classified as “discontinued operations” in the Company’s financial statements. Financial information from prior periods has been reclassified to conform to this presentation. Refer to Item 1 of Part I of the 2015 Form 10-K for more detail about the sale of the Newsstand Distribution Services business, the Product Packaging and Fulfillment Services business and the Staffing Services business.

 

 

The following table provides a reconciliation of the carrying amounts of the major classes of assets and liabilities of the discontinued operations in the accompanying balance sheets (in thousands):

 

		July 31, 2015				April 30, 2015
Carrying amounts of major classes of assets included as part of discontinued operations:
Cash and cash equivalents		$	-			$	1,241
Receivables, net			-				431
Intangible and other assets, net			-				17
Total assets classified as discontinued operations in the accompanying balance sheets		$	-			$	1,689
Carrying amounts of major classes of liabilities included as part of discontinued operations:
Accounts payable, net and accrued expenses		$	-			$	150
Deferred and income taxes payable			-				145
Total liabilities classified as discontinued operations in the accompanying balance sheets		$	-			$	295

 

The following table provides a reconciliation of the carrying amounts of components of pretax income or loss of the discontinued operations to the amounts reported in the accompanying statements of operations (in thousands):

 

For the three months ended:

 

		July 31, 2015				July 31, 2014
Components of pretax income from discontinued operations:
Revenues		$	-			$	5,658
Operating expenses			-				(5,196	)
General and administrative expenses			-				(621	)
Gain from settlement (Note 11)			-				11,155
Interest expense			-				(28	)
Income from discontinued operations before income taxes			-				10,968
Provision for income taxes			-				4,068
Net income from discontinued operations		$	-			$	6,900

 

 

The following table provides the total operating and investing cash flows of the discontinued operations for the periods in which the results of operations of the discontinued operations are presented in the accompanying statements of operations (in thousands):

 

For the three months ended:

 

		July 31, 2015				July 31, 2014
Cash flows from discontinued operating activities:
Net income		$	-			$	6,900
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gain on settlement			-				(11,155	)
Depreciation and amortization			-				106
Non-cash credits and charges:
Allowance for doubtful accounts			-				22
Changes in assets and liabilities:
Receivables			431				(3,617	)
Intangible and other assets			17				(1,147	)
Accounts payable and accrued expenses			(150	)			(1,781	)
Other			(145	)			4,041
Total adjustments			153				(13,531	)
Net cash provided by (used in) operating activities		$	153			$	(6,631	)
Cash flows from investing activities:
Capital expenditures - property, plant and equipment		$	-			$	(31	)
Net cash used in investing activities		$	-			$	(31	)

 

(3)

RECEIVABLES

 

Receivables, net consist of the following (in thousands):

 

		July 31, 2015				April 30, 2015
Fulfillment Services		$	8,157			$	7,993
Buyer promissory note			1,600				1,600
Line of credit receivable			1,500				2,000
Real estate operations and corporate			147				116
			11,404				11,709
Less allowance for doubtful accounts			(471	)			(444	)
		$	10,933			$	11,265

 

Refer to Item 1 of Part I of the 2015 Form 10-K for detail about the buyer promissory note and line of credit issued in connection with the sale of the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services business.

 

During the first quarter of 2016, revenues from one major customer of the Company’s Fulfillment Services business totaled $1,230,000 or 12.8% of total revenues for the Company. As of August 31, 2015, the Company’s Fulfillment Services business had $433,000 of outstanding accounts receivable from this customer.

 

 

(4)

PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment, net consist of the following (in thousands):

 

		July 31,				April 30,
		2015				2015
Land, buildings and improvements		$	20,003			$	20,000
Furniture and equipment			18,797				19,098
			38,800				39,098
Less accumulated depreciation			(23,333	)			(23,335	)
		$	15,467			$	15,763

 

(5)

INTANGIBLE AND OTHER ASSETS

 

Intangible and other assets, net consist of the following (in thousands):

 

		July 31, 2015								April 30, 2015
		Cost				Accumulated Amortization				Cost				Accumulated Amortization
Customer contracts and relationships		$	16,986			$	11,110			$	16,986			$	10,757
Prepaid expenses			2,606				-				2,520				-
Deferred order entry costs			920				-				961				-
Other			268				-				730				-
		$	20,780			$	11,110			$	21,197			$	10,757

 

Customer contracts and relationships are amortized on a straight line basis over twelve years. 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.

 

(6)

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consist of the following (in thousands):

 

		July 31,				April 30,
		2015				2015
Fulfillment Services		$	7,593			$	8,910
Real estate operations and corporate			1,233				1,374
		$	8,826			$	10,284

 

The July 31, 2015 accounts payable, net and accrued expenses total includes customer postage deposits of $4,140,000, accrued expenses of $1,852,000, trade payables of $986,000 and other of $1,848,000. The April 30, 2015 accounts payable, net and accrued expenses total includes customer postage deposits of $4,832,000, accrued expenses of $1,142,000, trade payables of $1,641,000 and other of $2,669,000.

 

 

(7)

NOTES PAYABLE

 

Notes payable consist of the following (in thousands):

 

		July 31, 2015				April 30, 2015
Credit facilities:
Real estate operations		$	13,782			$	14,003
PNC Credit Facility			-				-
Other notes payable			4,057				4,087
		$	17,839			$	18,090

 

Real Estate Loan

 

AMREP Southwest has a loan from a company owned by Nicholas G. Karabots, a significant shareholder of the Company and in which another director of the Company has a 20% participation. The loan had an outstanding principal amount of $13,782,000 at July 31, 2015, is scheduled to mature on December 1, 2017, bears interest payable monthly at 8.5% per annum and is secured by a mortgage on all real property of AMREP Southwest in Rio Rancho, New Mexico and by a pledge of the stock of its subsidiary, Outer Rim Investments, Inc. The total book value of the real property collateralizing the loan was approximately $63,944,000 as of July 31, 2015. No payments of principal are required until maturity, except that the following amounts are required to be applied to the payment of the loan: (a) 25% of the net cash proceeds from any sales of real property by AMREP Southwest and (b) 25% of any royalty payments received by AMREP Southwest under the oil and gas lease described in Note 8.

 

Other Notes Payable

 

Other notes payable consist of a mortgage note payable with an outstanding principal balance of $4,057,000 on a warehouse with a maturity date of February 2018 and an interest rate of 6.35%. The amount of Other notes payable due within one year totals $130,000.

 

PNC Credit Facility

 

The Company’s Fulfillment Services business had a revolving credit and security agreement with PNC Bank, N.A. (the “PNC Credit Facility”). The PNC Credit Facility expired by its terms on August 12, 2015. There were no borrowings during the quarter ended July 31, 2015 and no balance outstanding at the end of the quarter. At July 31, 2015, the borrowers were in compliance with the covenants of the PNC Credit Facility.

 

(8)

DEFERRED REVENUE

 

Refer to Item 8 of Part II of the 2015 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 2016. Revenue from this transaction is being recorded over the lease term and approximately $57,000 was recognized during the first quarter of 2016 and none for the same period of 2015, which is included in Other revenues in the accompanying financial statements. At July 31, 2015, there remained $701,000 of deferred revenue.

 

 

Refer to Item 8 of Part II of the 2015 Form 10-K for detail about a lease agreement for a warehouse facility owned by El Dorado Utilities, Inc. in Fairfield, Ohio. The amount of deferred rent revenue in connection with the lease totaled $1,013,000 and $1,042,000 at July 31, 2015 and April 30, 2015. The credit related to the amortization of the deferred rent revenue is accounted for as a reduction of general and administrative expenses for real estate operations and corporate in the accompanying financial statements and totaled $29,000 for both quarters ending July 31, 2015 and 2014.

 

(9)

FAIR VALUE MEASUREMENTS

 

The Financial Instruments Topic of the Financial Accounting Standards Board Accounting Standards Codification requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The Topic excludes all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following methods and assumptions are used in estimating fair value disclosure for financial instruments. The carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments.

 

The Company did not have any long-term, fixed-rate notes receivables at July 31, 2015 or April 30, 2015. The estimated fair values of the Company’s long-term, fixed-rate notes payable were $16,236,000 and $16,365,000 compared with carrying amounts of $17,839,000 and $18,090,000 at July 31, 2015 and April 30, 2015.

 

(10)

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 $5,019,000 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 2016, the Company substituted certain real property subject to the first lien mortgage in favor of the PBGC. During the first quarter of 2016, there was no change in the appraised value of the mortgaged property that required the Company to make any additional payments to its pension plan.

 

Equity compensation plan

 

The Company issued 3,000 shares of restricted common stock under the AMREP Corporation 2006 Equity Compensation Plan (the “Equity Plan”) during the first quarter of 2016. During the first quarter of 2016, 4,000 shares of common stock previously issued under the Equity Plan vested leaving 27,000 shares issued under the Equity Plan that have not vested as of July 31, 2015. For the first quarter of 2016 and 2015, the Company recognized $21,000 and $36,000 of compensation expense related to the restricted shares of common stock issued. As of July 31, 2015, there was $76,000 of total unrecognized compensation expense related to shares of common stock issued under the Equity Plan, which is expected to be recognized over the remaining vesting term not to exceed three years.

 

 

(11)

GAIN FROM SETTLEMENT

 

During the first quarter of 2015, the Company and certain of its subsidiaries entered into a settlement agreement with a significant customer, Heinrich Bauer (USA) LLC. As a result of the settlement agreement, the Company recognized a pretax gain of $11,155,000, which is included in the results of discontinued operations in the accompanying financial statements for 2015. Refer to Item 1 of Part I of the 2015 Form 10-K for additional detail about the settlement agreement.

 

(12)

IMPAIRMENT OF ASSETS

 

During the first quarter of 2015, the Company’s Fulfillment Services business recognized a $925,000 impairment charge relating to the discontinuance of the development of certain software. The impairment charge included previously capitalized software costs, internal labor costs and third party consulting costs.

 

(13)

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 (other than with respect to discontinued operations) for the three month periods ended July 31, 2015 and 2014 (in thousands).

 

		Fulfillment Services				Real Estate Operations				Corporate and Other				Consolidated
Three months ended July 31, 2015 (a):
Revenues		$	9,181			$	168			$	226			$	9,575
Net income (loss) from continuing operations		$	(776	)		$	(766	)		$	363			$	(1,179	)
Provision (benefit) for income taxes			(456	)			(454	)			185				(725	)
Interest expense (income), net			167				671				(459	)			379
Depreciation and amortization			716				23				7				746
EBITDA (b)		$	(349	)		$	(526	)		$	96			$	(779	)
Capital expenditures		$	82			$	-			$	-			$	82
Three months ended July 31, 2014 (a):
Revenues		$	11,909			$	484			$	(72	)		$	12,321
Net income (loss) from continuing operations		$	(338	)		$	(754	)		$	456			$	(636	)
Provision (benefit) for income taxes			(198	)			(454	)			243				(409	)
Interest expense (income), net			175				695				(478	)			392
Depreciation and amortization			794				23				9				826
Impairment of assets			925				-				-				925
EBITDA (b)		$	1,358			$	(490	)		$	230			$	1,098
Capital expenditures		$	377			$	-			$	-			$	377

 

(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 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 subsidiary, FulCircle Media, LLC (“FulCircle”). Data concerning industry segments is set forth in Note 13 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.

 

Prior to February 9, 2015, the Company had been engaged in the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services business. On February 9, 2015, the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services business were sold. In addition, prior to April 10, 2015, the Company had also been engaged in the Staffing Services business. On April 10, 2015, the Staffing Services business was sold. The Newsstand Distribution Services business, the Product Packaging and Fulfillment Services business and the Staffing Services business have been classified as “discontinued operations” in the Company’s financial statements. Financial information from prior periods has been reclassified to conform to this presentation. Refer to Item 1 of Part I of the Company’s annual report on Form 10-K for the year ended April 30, 2015, which was filed with the SEC on July 29, 2015 (the “2015 Form 10-K”), for more detail about the sale of the Newsstand Distribution Services business, the Product Packaging and Fulfillment Services business and the Staffing Services business.

 

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 2015 Form 10-K. Many of the amounts and percentages presented in this section have been rounded for convenience of presentation. Unless otherwise qualified, all references to 2016 and 2015 are to the fiscal years ending April 30, 2016 and 2015 and all references to the first quarter and first three months of 2016 and 2015 mean the fiscal three month period ended July 31, 2015 and 2014.

 

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 2015 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 2015 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 2015 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 2015 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 2015 Form 10-K. The Company did not adopt any accounting policy in the first quarter of 2016 that had a material impact on its consolidated financial statements.

 

RESULTS OF OPERATIONS

 

Continuing Operations

 

For the first quarter of 2016, the Company’s continuing operations recorded a net loss of $1,179,000, or $0.15 per share, compared to a net loss of $636,000 or $0.08 per share, for the first quarter of 2015. Revenues from continuing operations were $9,575,000 for the first quarter of 2016 compared to $12,321,000 for the same period in the prior year.

 

Revenues from the Company’s Fulfillment Services operations decreased from $11,909,000 for the first quarter of 2015 to $9,181,000 for the same period in 2016. The decrease in revenues was due in part to lower revenues in 2016 of $1,438,000 from a significant customer that changed fulfillment service providers, and which consisted largely of contract termination fees that had little or no operating expenses associated with them. Magazine publishers are 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. Operating expenses for Fulfillment Services decreased from $9,392,000 for the first quarter of 2015 to $8,780,000 for the same period in 2016, primarily attributable to lower payroll and benefits, as well as lower facilities and equipment expenses. In addition, during the first quarter of 2015, the Fulfillment Services business recorded a non-cash impairment charge of $925,000 due to the discontinuance of the development of certain software. This impairment charge included previously capitalized software costs, internal labor costs and third party consulting costs. Should the adverse Fulfillment Services business conditions continue, the Fulfillment Services business may experience future impairment charges related to its long-lived assets.

 

Revenues from the Company’s Real Estate land sales were $110,000 for the first quarter of 2016 compared to $384,000 for the same period of 2015. For the first quarters of 2016 and 2015, the Company’s land sales in New Mexico were as follows:

 

		Ended July 31, 2015												Ended July 31, 2014
		Acres Sold				Revenues (in 000s)				Revenues Per Acre (in 000s)				Acres Sold				Revenues (in 000s)				Revenues Per Acre (in 000s)
Three months:
Developed
Residential			0.1			$	35			$	350				0.5			$	172			$	344
Commercial			-				-				-				0.8				212				265
Total Developed			0.1				35				350				1.3				384				295
Undeveloped			10.1				75				7				-				-				-
Total			10.2			$	110			$	11				1.3			$	384			$	295

 

 

The average gross profit percentage on land sales was 68% for the first quarter of 2016 compared to 42% for the same period of 2015. 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.

 

Other revenues increased from $28,000 for the first three months of 2015 to $284,000 for the same period of 2016. Other revenues consist primarily of revenues from the rental of a warehouse in Fairfield, Ohio and also from an oil and gas lease entered into by AMREP Southwest and one its subsidiaries during the second quarter of 2015. Refer to Item 8 of Part II of the 2015 Form 10-K for further detail regarding the oil and gas lease.

 

Other operating expenses decreased from $441,000 for the first quarter of 2015 to $347,000 for the same period of 2016, primarily due to reduced real estate taxes and land maintenance costs at AMREP Southwest and its subsidiaries.

 

General and administrative expenses of Fulfillment Services operations decreased from $1,107,000 for the first quarter of 2015 to $865,000 for the same period of 2016, primarily due to lower payroll and benefit costs. Real estate operations and corporate general and administrative expenses increased from $827,000 in the first quarter of 2015 to $1,019,000 for the same period in 2016, primarily due to increased pension costs resulting from the Company’s corporate office having assumed responsibility in 2016 for the pension expense related to the discontinued operations.

 

Interest expense for continuing operations was $379,000 for the first quarter of 2016 compared to $392,000 for the same period of 2015, primarily due to a slightly lower principal loan balance at AMREP Southwest.

 

The Company’s effective tax rate for continuing operations was 38.1% for the first quarter of 2016 compared to 41.8% for the same period of 2015. The total tax effect of gross unrecognized tax benefits in the accompanying financial statements at both July 31, 2015 and April 30, 2015 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. 

 

Discontinued Operations

 

Prior to fiscal 2016, the Company had been engaged in the Newsstand Distribution Services, Product Packaging and Fulfillment Services and Staffing Services businesses. During 2015, these businesses were sold and the operations of those businesses have been classified as “discontinued operations” in the Company’s financial statements. Financial information for prior periods has been reclassified to conform to this presentation. The net income from discontinued operations for the first quarter of 2015 included a pre-tax gain of $11,155,000 ($7,028,000 after tax, or $0.92 per share) from a settlement agreement in the Newsstand Distribution Services business with a major customer.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company’s primary source of funding for working capital requirements is cash flow from operations. 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 2015 Form 10-K.

 

 

Operating Activities

 

Receivables, net decreased from $11,265,000 at April 30, 2015 to $10,933,000 at July 31, 2015 due to reduced borrowings by the buyers of the Company’s former Newsstand Distribution Services and Product Packaging and Fulfillment Services businesses. Accounts payable and accrued expenses decreased from $10,284,000 at April 30, 2015 to $8,826,000 at July 31, 2015, primarily due to lower business volumes and the timing of payments to vendors.

 

Real estate inventory increased from $66,321,000 at April 30, 2015 to $66,388,000 at July 31, 2015. Property, plant and equipment decreased from $15,763,000 at April 30, 2015 to $15,467,000 at July 31, 2015, primarily due to normal depreciation of fixed assets.

 

Other liabilities and deferred revenue decreased from $4,827,000 at April 30, 2015 to $4,766,000 at July 31, 2015, primarily reflecting the amortization of deferred revenue related to the oil and gas lease entered into by AMREP Southwest and one of its subsidiaries during the second quarter of 2015.

 

Investing Activities

 

Capital expenditures for continuing operations totaled $82,000 for the first three months of 2016 and $377,000 for the same period of 2015, primarily for the Fulfillment Services business.

 

Financing Activities

 

AMREP Southwest has a loan from a company owned by Nicholas G. Karabots, a significant shareholder of the Company and in which another director of the Company has a 20% participation. The loan had an outstanding principal amount of $13,782,000 at July 31, 2015, is scheduled to mature on December 1, 2017, bears interest payable monthly at 8.5% per annum, and is secured by a mortgage on all real property of AMREP Southwest in Rio Rancho and by a pledge of the stock of its subsidiary, Outer Rim Investments, Inc. The total book value of the real property collateralizing the loan was approximately $63,944,000 as of July 31, 2015. No payments of principal are required until maturity, except that the following amounts are required to be applied to the payment of the loan: (a) 25% of the net cash proceeds from any sales of real property by AMREP Southwest and (b) 25% of any royalty payments received by AMREP Southwest under the oil and gas lease entered into by AMREP Southwest and one of its subsidiaries during the second quarter of 2015. At July 31, 2015, AMREP Southwest was in compliance with the covenants of the loan facility.

 

Other notes payable consist of a mortgage note payable with an outstanding principal balance of $4,057,000 on a warehouse with a maturity date of February 2018 and an interest rate of 6.35%. The amount of Other notes payable due within one year totals $130,000.

 

The Company’s Fulfillment Services business had a revolving credit and security agreement with PNC Bank, N.A. (the “PNC Credit Facility”). The PNC Credit Facility expired by its terms on August 12, 2015. There were no borrowings during the quarter ended July 31, 2015 and no balance outstanding at the end of the quarter. At July 31, 2015, the borrowers were in compliance with the covenants of the PNC Credit Facility.

 

 

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, statements regarding whether the liability for unrecognized tax benefits will change in the next twelve months, the future business conditions that may be experienced by the Company and future impairment charges that may be incurred related to the Company’s long-lived assets. 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.

 

 

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.

 

Material Weakness Previously Identified

 

Refer to Item 9A of Part II of the 2015 Form 10-K for detail about a previously identified material weakness in the Company’s internal control over financial reporting over complex and non-routine transactions. The Company has implemented the following remediation steps to address this material weakness: (i) continual evaluation and enhancement of internal technical accounting capabilities, supported by the use of third-party advisors and consultants to assist with areas requiring specialized technical accounting expertise and (ii) enhanced awareness to identify complex technical accounting topics and early identification of situations which might require the use of third-party advisors and consultants. The material weakness will not be considered remediated until the controls are in operation for a sufficient period of time for the Company’s management to conclude that the material weaknesses have been remediated. Management will continue to assess the effectiveness of the Company’s remediation efforts in connection with management’s evaluations of internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 5.    Other Information

 

The following disclosure would otherwise be filed on Form 8-K under Item 5.03:

 

On September 10, 2015, Section 1(a) of Article III of the By-Laws of AMREP Corporation (the “Company”) was amended to provide that the Board of Directors of the Company consists of four directors.

 

The following disclosure would otherwise be filed on Form 8-K under Item 5.07:

 

The 2015 Annual Meeting of Shareholders of the Company was held on September 10, 2015. At the meeting, shareholders holding an aggregate of 6,113,746 shares of common stock, par value $.10, of the Company out of a total of 8,056,454 shares outstanding and entitled to vote, were present in person or represented by proxy.

 

At the meeting, Edward B. Cloues, II was reelected as a director of the Company in Class I by the final votes set forth opposite his name, to hold office until the 2018 Annual Meeting of Shareholders and until his successor is elected and qualified:

 

		Votes For				Votes Withheld				Broker Non-Votes
Edward B. Cloues, II			5,468,548				645,198				0

 

In addition, the following proposal was voted on and approved at the meeting:

 

Proposal		Votes For				Votes Against				Abstentions				Broker Non- Votes
Advisory vote on the compensation paid to the Company’s named executive officers			3,320,978				2,778,662				14,106				0

 

 

Item 6.

Exhibits

 

Exhibit Number		Description
3.1		By-Laws, as amended
10.1		First Amendment to Settlement Agreement, dated as of July 15, 2015, between the Pension Benefit Guaranty Corporation and Registrant
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

 

 

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 14, 2015	AMREP CORPORATION
	(Registrant)
	By:	/s/  Peter M. Pizza
		Peter M. Pizza
		Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
3.1		By-Laws, as amended
10.1		First Amendment to Settlement Agreement, dated as of July 15, 2015, between the Pension Benefit Guaranty Corporation and Registrant
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

 

 

 

EXHIBIT 3.1

 

As amended through September 10, 2015

 

AMREP CORPORATION

BY-LAWS

Article I

OFFICES

 

Section 1.

Location

 

The registered office of the Corporation in the State of Oklahoma shall be at 735 First National Building, Oklahoma City, Oklahoma.

 

The Corporation may also have offices at such other places within and without the State of Oklahoma as the Board of Directors may from time to time appoint or the business of the Corporation may require.

 

Article II

SHAREHOLDERS

 

Section 1.

Annual Meeting

 

An annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held on such date and at such time as the Board of Directors each year shall fix. Each annual meeting shall be held at such place, within or without the State of Oklahoma, as the Board of Directors shall determine.

 

An annual meeting may be adjourned from time to time and place to place until its business is completed. The election of directors shall be by plurality vote.

 

Section 2.

Special Meetings

 

Special meetings of the shareholders may be called by the Board of Directors (by such vote as is required by the Certificate of Incorporation) or by the Chairman of the Board or the President. Special meetings shall be held at such place, on such date, at such time as the Board or person calling the meeting shall fix.

 

 

Section 3.

Notice of Meetings

 

Notice of every meeting of the shareholders shall be given in the manner provided by law.

 

Section 4.

Quorum

 

At any meeting of shareholders, except as otherwise required by law the holders of a majority of the shares of stock entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business. If a quorum shall not be present or represented by proxy at any meeting, the chairman of the meeting or the shareholders entitled to vote thereat who are present in person or by proxy shall have power to adjourn the meeting to another place, date or time, without notice other than announcement at the meeting except as otherwise required by law. At such adjourned meeting at which the requisite amount of voting stock shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

 

Section 5.

Organization

 

In the absence of the Chairman of the Board and the President at a meeting of shareholders, the highest ranking officer of the Corporation who is present shall call to order the meeting and act as chairman thereof. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman appoints.

 

Section 6.

Conduct of Business

 

The chairman of any meeting of shareholders shall determine the order of business and all other matters of procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seems to him in order. The chairman may appoint one or more inspectors of Election at any meeting.

 

Section 7.

Qualification of Voters

 

The Board of Directors may fix a date not more than sixty nor less than ten days before the date of any meeting of the shareholders as the record date for such meeting. Only those persons who were holders of record of voting stock at the record date shall be entitled to notice and to vote at such meeting.

 

Section 8.

Stock List

 

A list of shareholders entitled to vote at each meeting of shareholders shall be prepared and made available for examination as required by law.

 

Section 9.

Proxy

 

Subject to the provisions of Article II, Section 7 of these By-Laws, at each meeting of the shareholders every shareholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing, provided such instrument is filed with the Office of the Secretary of the Corporation at or before the meeting.

 

 

Section 10.

Record date for Consents to Corporate Actions in Writing

 

In order that the Corporation may determine the shareholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (l0) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any shareholder of record seeking to have the shareholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within ten (l0) days after the date on which such a request is actually received, adopt a resolution fixing the record date, if no record date has been fixed by the Board of Directors within ten (l0) days of the date on which such a request is actually received, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Oklahoma General Corporation Act, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in the State of Oklahoma, its principal place of business, or any officer or agent of the Corporation having custody of the book in which proceedings of shareholders meetings are recorded. Delivery shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Oklahoma General Corporation Act, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

 

Article III

DIRECTORS

 

Section 1.

Number, Election and Terms

 

(a)       The property and business of the Corporation shall be managed by the Board of Directors (the “Board”). The Board shall consist of four directors (the “entire Board”).

 

(b)       The Directors shall be divided into three classes, as nearly equal in number as possible as determined by the Board, one class to hold office initially for a term expiring at the annual meeting of shareholders to be held in l988, another class to hold office initially for a term expiring at the annual meeting of shareholders to be held in l989, and another class to hold office initially for a term expiring at the annual meeting of shareholders to be held in l990, with the members of each class to hold office until their successors are elected and qualified. At each annual meeting of shareholders, the successors of the class of Directors whose term expires at that meeting shall be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election and, in each case, until their respective successors are elected and qualified.

 

 

Section 2.

Vacancies - Change in Number of Directors

 

Newly created directorships resulting from any increase in the number of Directors and vacancies on the Board occurring otherwise than by removal may be filled by the majority of the remaining members of the Board, though less than a quorum, or by a sole remaining Director, or by the shareholders, and any person so elected shall hold office for the remainder of the term of the class of Directors in which the new directorship was created or the vacancy occurred and until such Director’s successor shall have been elected and qualified. A vacancy caused by removal of a Director shall be filled by the shareholders. No decrease in the number of Directors constituting the Board shall shorten the term of any incumbent Director.

 

Section 3.

Organizational Meeting

 

The Directors shall, if a quorum is present, hold an organizational meeting for the purpose of (a) electing from among themselves a Chairman of the Board, (b) electing officers and (c) the transaction of any other business. Such organizational meeting shall be held immediately after the annual meeting of shareholders, or as soon thereafter as practicable.

 

Section 4.

Regular Meetings

 

Regular meetings of the Board shall be held at such time and place as shall from time to time be determined by the Board.

 

Section 5.

Special Meetings

 

Special meetings of the Board may be called at any time by the Chairman of the Board or the President, and shall be called by the President or Secretary on the written request of two directors. Special meetings shall be held at the principal office of the Corporation in the City of New York, or such other place as may be set forth in the notice thereof.

 

Section 6.

Notice of Meetings

 

Notice of the organizational meeting need not be given if it is held immediately after the annual meeting of shareholders.

 

Notice of regular meetings of the Board need not be given.

 

 

Notice of the organizational meeting (if required) and of every special meeting of the Board shall be given to each Director at his usual place of business, or at such other address as shall have been furnished by him for the purpose. Such notice shall be given at least forty-eight hours before the meeting by telephone or by being personally delivered, mailed or telegraphed. Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting. If a quorum shall not be present at any meeting of the Board, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum be present.

 

Section 7.

Quorum

 

Except as may be otherwise provided by law or in these By-Laws, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board, and the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board.

 

Section 8.

Participation in Meetings by Conference Telephone

 

Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting.

 

Section 9.

Powers

 

The business, property and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which shall have and may exercise all the powers of the Corporation to do all such lawful acts and things as are not by law, or by the Certificate of Incorporation, or by these By-Laws, directed or required to be exercised or done by the shareholders.

 

Section 10.

Compensation of Directors

 

Directors shall receive such compensation for their services as shall be determined from time to time by a majority of the entire Board. Directors may receive compensation for services as director even though they are compensated for serving the Corporation in other capacities, as salaried officers or otherwise.

 

 

Article IV

OFFICERS - CHAIRMAN OF THE BOARD

 

Section 1.

Officers

 

The officers of the Corporation shall be elected by the Board of Directors. The officers shall be a President, one or more Vice-Presidents (one of whom may be designated Executive Vice-President), a Secretary and a Treasurer, and such other officers as the Board of Directors from time to time shall determine. The officers need not be directors. The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of shareholders, and each such officer shall hold office until the corresponding meeting in the next year and until his or her successor shall have been duly chosen and qualified, or until he or she shall have resigned or have been removed from office. Any vacancy in any of the above offices shall be filled for the unexpired portion of the term by the Board of Directors, at any regular or special meeting. A majority of the entire Board shall have power at any regular or special meeting to remove any officer, with or without cause

 

Section 2.

Other Officers

 

The Board of Directors may elect or appoint such other officers and agents as it shall deem appropriate. Such officers and agents shall hold office at the pleasure of the Board of Directors.

 

Section 3.

Chairman of the Board - Duties

 

The Chairman of the Board shall preside at all meetings of shareholders and of the Board of Directors at which he shall be present. He also shall have such other duties as may from time to time be assigned to him by the Board of Directors.

 

Section 4.

President - Duties

 

In the absence of the Chairman of the Board, the President shall preside at all meetings of shareholders and of the Board of Directors at which he shall be present. He shall be Chief Executive Officer of the Corporation and, subject to the direction of the Board of Directors, shall have direct charge and supervision of the business of the Corporation. He also shall have such other duties as from time to time may be assigned to him by the Board of Directors.

 

Section 5.

Other Officers - Duties

 

The Vice-Presidents, the Secretary, the Treasurer and the other officers and agents each shall perform the duties and exercise the powers usually incident to such offices or positions and/or such other duties and powers as may be assigned to them by the Board of Directors or the Chief Executive Officer.

 

 

Article V

AMENDMENTS

 

Section 1.

Alterations - Amendments - Repeal

 

Subject to the Certificate of Incorporation, these By-Laws may be altered or repealed, and other By-Laws may be adopted, by a majority of the entire Board of Directors at any regular or special meeting.

 

 

 

Exhibit 10.1

 

FIRST AMENDMENT TO SETTLEMENT AGREEMENT

 

THIS FIRST AMENDMENT TO SETTLEMENT AGREEMENT (“First Amendment”), dated as of July 15, 2015 (the “First Amendment Effective Date”), is entered into between the Pension Benefit Guaranty Corporation (“PBGC”) and AMREP Corporation (“AMREP” and collectively with PBGC, the “Parties”) and amends the Settlement Agreement entered into and effective on August 30, 2013 by the Parties (“Settlement Agreement”).

 

WITNESSETH

 

WHEREAS, PBGC is a wholly-owned United States government corporation and agency of the United States that administers the pension plan insurance program established under Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. § 1301 et seq.; and

 

WHEREAS, AMREP is an Oklahoma corporation and the sponsor of the Retirement Plan for Employees of AMREP Corporation (“Pension Plan”); and

 

WHEREAS, in April 2010, AMREP ceased operations at its facility in Louisville, Colorado (“First Cessation of Operations”). In January 2011, AMREP ceased operations at its facility in Mount Morris, Illinois (“Second Cessation of Operations” and collectively with the First Cessation of Operations, the “Cessations of Operations”). As a result of the Cessations of Operations, certain employees who were participants in the Plan were separated from employment; and

 

WHEREAS, PBGC asserted that the Cessations of Operations were events described in section 4062(e) of ERISA, and that AMREP and the other members of its controlled group, within the meaning of section 4001(a)(14) of ERISA were therefore subject to the provisions of section 4063 of ERISA and liable thereunder to PBGC with respect to the Pension Plan (“Liability”); and

 

WHEREAS, the Parties entered into that certain Tolling and Forbearance Agreement with respect to the Cessations of Operations on August 13, 2012, and the Parties addressed the Liability by executing the Settlement Agreement, a copy of which is attached hereto as Exhibit 1; and

 

WHEREAS, in the Settlement Agreement, AMREP agreed, among other things, to secure all unpaid Liability by executing first lien mortgages (“Original PBGC Mortgages”) in favor of PBGC on certain real properties (“Original Mortgaged Properties”); and

 

WHEREAS, AMREP has agreed to sell the surface of one of the Original Mortgaged Properties located in Brighton, Colorado (such surface of the property being sold (which does not include any mineral (e.g., oil and gas) rights), “Brighton Property”) to Meritage Homes of Colorado, Inc. (“Buyer”) in four sale transactions (collectively, the “Sale”). A copy of the sale agreement is attached hereto as Exhibit 2 (“Sale Agreement”). The Sale Agreement contemplates obtaining necessary approvals from various Governmental Authorities (as defined therein); and

 

  

WHEREAS, in order to expedite such approvals, AMREP has asked PBGC to accept a mortgage on a property in Palm Coast, Florida in exchange for the release of the Original PBGC Mortgage encumbering the Brighton Property in advance of the closing dates outlined in the Sale Agreement. In further consideration thereof, AMREP has agreed that its obligation under Section 2.5 of the Settlement Agreement to make all payments to the Pension Plan relating to the Sale will survive the termination of the Settlement Agreement; and

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, AMREP and PBGC hereby agree as follows:

 

1.

The Settlement Agreement is fully incorporated by reference herein and shall, as amended hereby, continue in full force and effect. For the avoidance of doubt, nothing in this First Amendment releases AMREP of any obligations or duties under the Settlement Agreement. Initially capitalized terms used but not otherwise defined in this First Amendment have the meanings given to them in the Settlement Agreement.

 

2.

AMREP’s real property located at 11 Commerce Boulevard in Palm Coast, Florida (“Palm Coast Property”) shall be treated as a Replacement Property under Section 2.4 of the Settlement Agreement. PBGC agrees that the Palm Coast Property is acceptable additional security for the outstanding Liability.

 

3.

The form of Replacement PBGC Mortgage on the Palm Coast Property is attached hereto as Exhibit 3 (“Palm Coast Replacement PBGC Mortgage”). AMREP shall, at its sole expense, file and record the Palm Coast Replacement PBGC Mortgage at least ten days prior to the 1st Closing (as such term is defined in the Sale Agreement). AMREP shall promptly provide PBGC with a copy of the file-stamped, recorded Palm Coast Replacement PBGC Mortgage via email to Courtney Morgan at morgan.courtney@pbgc.gov.

 

4.

After the Palm Coast Replacement PBGC Mortgage has been properly recorded and AMREP has provided the file-stamped copy thereof to Courtney Morgan, AMREP shall, at its sole expense, provide to PBGC an acceptable recordable discharge and release of the Original PBGC Mortgage on the Brighton Property (“Brighton Release”). PBGC will promptly execute and return the Brighton Release to AMREP via email to Christopher Vitale at CVitale@amrepcorp.com. AMREP shall bear all responsibility for filing the Brighton Release at its sole expense. AMREP further agrees to provide PBGC with a copy of the file-stamped, recorded Brighton Release via email to Courtney Morgan as provided above.

 

  

5.

In accordance with Section 2.5 of the Settlement Agreement, AMREP shall provide to PBGC a written closing statement evidencing all financial details of the Sale, including purchase price, no later than five days after each closing thereunder relating to the Brighton Property (each, a “Meritage Closing”). No later than ten days after each Meritage Closing, AMREP shall deposit into the Pension Plan 50% of the lesser of the net proceeds and the Appraised Value of the Brighton Property subject to the Meritage Closing (each such deposited amount, a “Sale Contribution” as defined in the Settlement Agreement, shall be treated in the same manner as Additional Contributions under the Settlement Agreement including, without limitation, the election prohibition under Section 1.2 of the Settlement Agreement (“Election Prohibition”)). AMREP shall further provide to PBGC written documentation of each Sale Contribution within five days of its deposit thereof into the Pension Plan. AMREP’s obligation to make a Sale Contribution for each Meritage Closing, and such Election Prohibition, shall survive the termination of the Settlement Agreement.

 

6.

In the event any portion of the Brighton Property is sold to any entity other than Buyer or any of its affiliates (an “Alternative Buyer”), AMREP shall provide to PBGC a written closing statement evidencing all financial details of the sale to such Alternative Buyer, including purchase price, no later than five days after any closing of a sale to such Alternative Buyer (an “Alternative Buyer Closing”). No later than ten days after any Alternative Buyer Closing, AMREP shall deposit into the Pension Plan 50% of the lesser of the net proceeds and the Appraised Value of the Brighton Property subject to such Alternative Buyer Closing (each such deposited amount, a “Sale Contribution” as defined in the Settlement Agreement, shall be treated in the same manner as Additional Contributions under the Settlement Agreement including, without limitation, the Election Prohibition). AMREP shall further provide to PBGC written documentation of each Sale Contribution within five days of its deposit into the Pension Plan. AMREP’s obligation to make a Sale Contribution for each Alternative Buyer Closing shall terminate on August 30, 2018.

 

7.

All Original PBGC Mortgages and Replacement PBGC Mortgages, including the Palm Coast Replacement PBGC Mortgage (once filed and recorded), shall continue to be governed by the terms of the Settlement Agreement, as amended hereby.

 

IN WITNESS WHEREOF, the Parties have executed this First Amendment, effective as of the First Amendment Effective Date.

 

Accepted and Agreed:
AMREP CORPORATION			Pension Benefit Guaranty Corporation
By:	/s/ Christopher Vitale		By:	/s/ Karen L. Morris
Name:	Christopher Vitale		Name:	Karen L. Morris
Title:	Executive Vice President		Title:	Acting Director CFRD

 

 

 

 

 

Exhibit 31.1

 

CERTIFICATION

 

I, Peter M. Pizza, certify that:

 

1.

I have reviewed this Quarterly Report on Form 10-Q for the period ended July 31, 2015 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 14, 2015
/s/ Peter M. Pizza
Peter M. Pizza
Chief Financial Officer
(Principal Accounting Officer)

 

 

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, 2015 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 14, 2015
/s/ Christopher V. Vitale
Christopher V. Vitale
Executive Vice President
(Principal Executive Officer)

 

 

 

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, 2015 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 14, 2015
/s/ Peter M. Pizza
Peter M. Pizza
Chief Financial Officer
(Principal Accounting Officer)
/s/ Christopher V. Vitale
Christopher V. Vitale
Executive Vice President
(Principal Executive Officer)

 

 

v3.3.0.814

Document And Entity Information - shares	3 Months Ended
	Jul. 31, 2015	Sep. 11, 2015
Document Information [Line Items]
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		8,059,454
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jul. 31, 2015
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2016

v3.3.0.814

Consolidated Balance Sheets - USD ($) $ in Thousands	Jul. 31, 2015	Apr. 30, 2015
ASSETS
Cash and cash equivalents	$ 9,697	$ 12,050
Receivables, net	10,933	11,265
Real estate inventory	66,388	66,321
Investment assets, net	15,328	15,364
Property, plant and equipment, net	15,467	15,763
Intangible and other assets, net	9,670	10,440
Taxes receivable	1,781	0
Deferred income taxes, net	5,837	5,837
Assets of discontinued operations	0	1,689
TOTAL ASSETS	135,101	138,729
LIABILITIES:
Accounts payable and accrued expenses	8,826	10,284
Notes payable:
Amounts due within one year	130	128
Amounts due beyond one year	3,927	3,959
Amounts due to related party	13,782	14,003
Notes payable	17,839	18,090
Taxes payable	0	653
Other liabilities and deferred revenue	4,766	4,827
Accrued pension cost	11,513	11,259
Liabilities of discontinued operations	0	295
TOTAL LIABILITIES	42,944	45,408
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value; shares authorized - 20,000,000; shares issued - 8,284,704 at July 31, 2015 and 8,281,704 at April 30, 2015	828	828
Capital contributed in excess of par value	50,553	50,538
Retained earnings	55,824	57,003
Accumulated other comprehensive loss, net	(10,833)	(10,833)
Treasury stock, at cost; 225,250 shares at July 31, 2015 and April 30, 2015	(4,215)	(4,215)
TOTAL SHAREHOLDERS’ EQUITY	92,157	93,321
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 135,101	$ 138,729

v3.3.0.814

Consolidated Balance Sheets [Parenthetical] - $ / shares	Jul. 31, 2015	Apr. 30, 2015
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	8,284,704	8,281,704
Treasury stock, shares	225,250	225,250

v3.3.0.814

Consolidated Statements of Operations and Retained Earnings - USD ($) shares in Thousands, $ in Thousands		3 Months Ended
		Jul. 31, 2015	Jul. 31, 2014
REVENUES:
Fulfillment services		$ 9,181	$ 11,909
Real estate land sales		110	384
Other		284	28
Revenues	[1]	9,575	12,321
COSTS AND EXPENSES:
Real estate land sales		36	222
Operating expenses:
Fulfillment services		8,780	9,392
Real estate selling expenses		53	60
Other		347	441
General and administrative expenses:
Fulfillment services		865	1,107
Real estate operations and corporate		1,019	827
Impairment of assets		0	925
Interest expense		379	392
Costs and Expenses, Total		11,479	13,366
Loss from continuing operations before income taxes		(1,904)	(1,045)
Benefit for income taxes	[1]	(725)	(409)
Loss from continuing operations		(1,179)	(636)
Discontinued operations (Note 2)
Income from discontinued operations before income taxes		0	10,968
Provision for income taxes		0	4,068
Income from discontinued operations		0	6,900
Net income (loss)		(1,179)	6,264
Retained earnings, beginning of period		57,003	45,683
Retained earnings, end of period		$ 55,824	$ 51,947
Loss per share - continuing operations - basic and diluted (in dollars per share)		$ (0.15)	$ (0.08)
Earnings per share - discontinued operations - basic and diluted (in dollars per share)		0	0.9
Earnings (loss) per share, net - basic and diluted (in dollars per share)		$ (0.15)	$ 0.82
Weighted average number of common shares outstanding (in shares)		8,029	7,599
[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.

v3.3.0.814

Consolidated Statements of Cash Flows from Continuing Operations - USD ($) $ in Thousands		3 Months Ended
		Jul. 31, 2015	Jul. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations		$ (1,179)	$ (636)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Impairment of assets		0	925
Depreciation and amortization	[1]	746	826
Non-cash credits and charges:
Allowance for (recovery of) doubtful accounts		29	(111)
Stock-based compensation		21	36
Changes in assets and liabilities, net of effects of discontinued operations:
Receivables		303	2,146
Real estate inventory and investment assets		(67)	(274)
Intangible and other assets		432	1,422
Accounts payable and accrued expenses		(1,458)	(1,492)
Taxes receivable and payable		(2,434)	3
Deferred income taxes and other liabilities		(61)	(408)
Accrued pension costs		254	53
Total adjustments		(2,235)	3,126
Net cash provided by (used in) operating activities		(3,414)	2,490
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - property, plant and equipment	[1]	(82)	(377)
Net cash used in investing activities		(82)	(377)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal debt payments		(251)	(71)
Net transfers from (to) discontinued operations		1,394	(1,311)
Net cash provided by (used in) financing activities		1,143	(1,382)
Increase (decrease) in cash and cash equivalents		(2,353)	731
Cash and cash equivalents, beginning of period		12,050	7,571
Cash and cash equivalents, end of period		9,697	8,302
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid		324	408
Income taxes paid (refunded), net		1,854	(3)
Non-cash transactions:
Issuance of common stock in settlement		$ 0	$ 4,274
[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.

v3.3.0.814

BASIS OF PRESENTATION	3 Months Ended
	Jul. 31, 2015
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 Fulfillment Services business operated by Palm Coast Data LLC (“Palm Coast”) and its subsidiary, FulCircle Media, LLC (“FulCircle”) and the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries. 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 2016 and 2015 are to the fiscal years ending April 30, 2016 and 2015 and all references to the first quarter and first three months of 2016 and 2015 mean the fiscal three month periods ended July 31, 2015 and 2014.   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, 2015, which was filed with the SEC on July 29, 2015 (the “2015 Form 10-K”).   Recently Issued Accounting Pronouncements   In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. This guidance defines how companies report revenues from contracts with customers and also requires enhanced disclosures. In July 2015, the Financial Accounting Standards Board voted to defer the effective date by one year, with early adoption on the original effective date permitted. The Company will be required to adopt the standard as of May 1, 2018 and early adoption is permitted as of May 1, 2017. The Company has not determined the transition approach that will be utilized nor has it estimated the impact of adopting the new accounting standard.

v3.3.0.814

DISCONTINUED OPERATIONS	3 Months Ended
	Jul. 31, 2015
Discontinued Operations and Disposal Groups [Abstract]
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]	(2) DISCONTINUED OPERATIONS   Prior to February 9, 2015, the Company had been engaged in the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services business. On February 9, 2015, the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services business were sold. In addition, prior to April 10, 2015, the Company had also been engaged in the Staffing Services business. On April 10, 2015, the Staffing Services business was sold. The Newsstand Distribution Services business, the Product Packaging and Fulfillment Services business and the Staffing Services business have been classified as “discontinued operations” in the Company’s financial statements. Financial information from prior periods has been reclassified to conform to this presentation. Refer to Item 1 of Part I of the 2015 Form 10-K for more detail about the sale of the Newsstand Distribution Services business, the Product Packaging and Fulfillment Services business and the Staffing Services business.   The following table provides a reconciliation of the carrying amounts of the major classes of assets and liabilities of the discontinued operations in the accompanying balance sheets (in thousands):       July 31, 2015   April 30, 2015                   Carrying amounts of major classes of assets included as part of discontinued operations:               Cash and cash equivalents   $ -   $ 1,241   Receivables, net     -     431   Intangible and other assets, net     -     17   Total assets classified as discontinued operations in the accompanying balance sheets   $ -   $ 1,689                   Carrying amounts of major classes of liabilities included as part of discontinued operations:               Accounts payable, net and accrued expenses   $ -   $ 150   Deferred and income taxes payable     -     145   Total liabilities classified as discontinued operations in the accompanying balance sheets   $ -   $ 295     The following table provides a reconciliation of the carrying amounts of components of pretax income or loss of the discontinued operations to the amounts reported in the accompanying statements of operations (in thousands):   For the three months ended:       July 31, 2015   July 31, 2014                   Components of pretax income from discontinued operations:               Revenues   $ -   $ 5,658   Operating expenses     -     (5,196)   General and administrative expenses     -     (621)   Gain from settlement (Note 11)     -     11,155   Interest expense     -     (28)   Income from discontinued operations before income taxes     -     10,968   Provision for income taxes     -     4,068   Net income from discontinued operations   $ -   $ 6,900     The following table provides the total operating and investing cash flows of the discontinued operations for the periods in which the results of operations of the discontinued operations are presented in the accompanying statements of operations (in thousands):   For the three months ended:       July 31, 2015   July 31, 2014                   Cash flows from discontinued operating activities:               Net income   $ -   $ 6,900   Adjustments to reconcile net income to net cash provided by (used in) operating activities:               Gain on settlement     -     (11,155)   Depreciation and amortization     -     106   Non-cash credits and charges:               Allowance for doubtful accounts     -     22   Changes in assets and liabilities:               Receivables     431     (3,617)   Intangible and other assets     17     (1,147)   Accounts payable and accrued expenses     (150)     (1,781)   Other     (145)     4,041   Total adjustments     153     (13,531)   Net cash provided by (used in) operating activities   $ 153   $ (6,631)                   Cash flows from investing activities:               Capital expenditures - property, plant and equipment   $ -   $ (31)   Net cash used in investing activities   $ -   $ (31)

v3.3.0.814

RECEIVABLES	3 Months Ended
	Jul. 31, 2015
Receivables [Abstract]
Loans, Notes, Trade and Other Receivables Disclosure [Text Block]	(3) RECEIVABLES   Receivables, net consist of the following (in thousands):       July 31, 2015   April 30, 2015                   Fulfillment Services   $ 8,157   $ 7,993   Buyer promissory note     1,600     1,600   Line of credit receivable     1,500     2,000   Real estate operations and corporate     147     116         11,404     11,709   Less allowance for doubtful accounts     (471)     (444)       $ 10,933   $ 11,265     Refer to Item 1 of Part I of the 2015 Form 10-K for detail about the buyer promissory note and line of credit issued in connection with the sale of the Newsstand Distribution Services business and the Product Packaging and Fulfillment Services business.    During the first quarter of 2016, revenues from one major customer of the Company’s Fulfillment Services business totaled $1,230,000 or 12.8% of total revenues for the Company. As of August 31, 2015, the Company’s Fulfillment Services business had $433,000 of outstanding accounts receivable from this customer.

v3.3.0.814

PROPERTY, PLANT AND EQUIPMENT	3 Months Ended
	Jul. 31, 2015
Property, Plant and Equipment Disclosure [Abstract]
Property, Plant and Equipment [Text Block]	(4) PROPERTY, PLANT AND EQUIPMENT   Property, plant and equipment, net consist of the following (in thousands):       July 31,   April 30,       2015   2015                   Land, buildings and improvements   $ 20,003   $ 20,000   Furniture and equipment     18,797     19,098         38,800     39,098   Less accumulated depreciation     (23,333)     (23,335)       $ 15,467   $ 15,763

v3.3.0.814

INTANGIBLE AND OTHER ASSETS	3 Months Ended
	Jul. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible and Other Assets [Text Block]	(5) INTANGIBLE AND OTHER ASSETS   Intangible and other assets, net consist of the following (in thousands):       July 31, 2015   April 30, 2015       Cost   Accumulated Amortization   Cost   Accumulated Amortization                               Customer contracts and relationships   $ 16,986   $ 11,110   $ 16,986   $ 10,757   Prepaid expenses     2,606     -     2,520     -   Deferred order entry costs     920     -     961     -   Other     268     -     730     -       $ 20,780   $ 11,110   $ 21,197   $ 10,757     Customer contracts and relationships are amortized on a straight line basis over twelve years. 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, 2015
Payables and Accruals [Abstract]
Accounts Payable and Accrued Liabilities Disclosure [Text Block]	(6) ACCOUNTS PAYABLE AND ACCRUED EXPENSES   Accounts payable and accrued expenses consist of the following (in thousands):       July 31,   April 30,       2015   2015                   Fulfillment Services   $ 7,593   $ 8,910   Real estate operations and corporate     1,233     1,374       $ 8,826   $ 10,284                     The July 31, 2015 accounts payable, net and accrued expenses total includes customer postage deposits of $4,140,000, accrued expenses of $1,852,000, trade payables of $986,000 and other of $1,848,000. The April 30, 2015 accounts payable, net and accrued expenses total includes customer postage deposits of $4,832,000, accrued expenses of $1,142,000, trade payables of $1,641,000 and other of $2,669,000.

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NOTES PAYABLE	3 Months Ended
	Jul. 31, 2015
Debt Disclosure [Abstract]
Debt Disclosure [Text Block]	(7) NOTES PAYABLE   Notes payable consist of the following (in thousands):       July 31, 2015   April 30, 2015   Credit facilities:               Real estate operations   $ 13,782   $ 14,003   PNC Credit Facility     -     -   Other notes payable     4,057     4,087       $ 17,839   $ 18,090     Real Estate Loan   AMREP Southwest has a loan from a company owned by Nicholas G. Karabots, a significant shareholder of the Company and in which another director of the Company has a 20% participation. The loan had an outstanding principal amount of $13,782,000 at July 31, 2015, is scheduled to mature on December 1, 2017, bears interest payable monthly at 8.5% per annum and is secured by a mortgage on all real property of AMREP Southwest in Rio Rancho, New Mexico and by a pledge of the stock of its subsidiary, Outer Rim Investments, Inc. The total book value of the real property collateralizing the loan was approximately $63,944,000 as of July 31, 2015. No payments of principal are required until maturity, except that the following amounts are required to be applied to the payment of the loan: (a) 25% of the net cash proceeds from any sales of real property by AMREP Southwest and (b) 25% of any royalty payments received by AMREP Southwest under the oil and gas lease described in Note 8.   Other Notes Payable   Other notes payable consist of a mortgage note payable with an outstanding principal balance of $4,057,000 on a warehouse with a maturity date of February 2018 and an interest rate of 6.35%. The amount of Other notes payable due within one year totals $130,000.   PNC Credit Facility   The Company’s Fulfillment Services business had a revolving credit and security agreement with PNC Bank, N.A. (the “PNC Credit Facility”). The PNC Credit Facility expired by its terms on August 12, 2015. There were no borrowings during the quarter ended July 31, 2015 and no balance outstanding at the end of the quarter. At July 31, 2015, the borrowers were in compliance with the covenants of the PNC Credit Facility.

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DEFERRED REVENUE	3 Months Ended
	Jul. 31, 2015
Deferred Revenue Disclosure [Abstract]
Deferred Revenue Disclosure [Text Block]	(8) DEFERRED REVENUE   Refer to Item 8 of Part II of the 2015 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 2016. Revenue from this transaction is being recorded over the lease term and approximately $57,000 was recognized during the first quarter of 2016 and none for the same period of 2015, which is included in Other revenues in the accompanying financial statements. At July 31, 2015, there remained $701,000 of deferred revenue.   Refer to Item 8 of Part II of the 2015 Form 10-K for detail about a lease agreement for a warehouse facility owned by El Dorado Utilities, Inc. in Fairfield, Ohio. The amount of deferred rent revenue in connection with the lease totaled $1,013,000 and $1,042,000 at July 31, 2015 and April 30, 2015. The credit related to the amortization of the deferred rent revenue is accounted for as a reduction of general and administrative expenses for real estate operations and corporate in the accompanying financial statements and totaled $29,000 for both quarters ending July 31, 2015 and 2014.

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FAIR VALUE MEASUREMENTS	3 Months Ended
	Jul. 31, 2015
Fair Value Disclosures [Abstract]
Fair Value Disclosures [Text Block]	(9) FAIR VALUE MEASUREMENTS   The Financial Instruments Topic of the Financial Accounting Standards Board Accounting Standards Codification requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The Topic excludes all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. The following methods and assumptions are used in estimating fair value disclosure for financial instruments. The carrying amounts of cash and cash equivalents, trade receivables and trade payables approximate fair value because of the short maturity of these financial instruments.    The Company did not have any long-term, fixed-rate notes receivables at July 31, 2015 or April 30, 2015. The estimated fair values of the Company’s long-term, fixed-rate notes payable were $16,236,000 and $16,365,000 compared with carrying amounts of $17,839,000 and $18,090,000 at July 31, 2015 and April 30, 2015.

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BENEFIT PLANS	3 Months Ended
	Jul. 31, 2015
Compensation and Retirement Disclosure [Abstract]
Pension and Other Postretirement Benefits Disclosure [Text Block]	(10) 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 $5,019,000 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 2016, the Company substituted certain real property subject to the first lien mortgage in favor of the PBGC. During the first quarter of 2016, there was no change in the appraised value of the mortgaged property that required the Company to make any additional payments to its pension plan.   Equity compensation plan   The Company issued 3,000 shares of restricted common stock under the AMREP Corporation 2006 Equity Compensation Plan (the “Equity Plan”) during the first quarter of 2016. During the first quarter of 2016, 4,000 shares of common stock previously issued under the Equity Plan vested leaving 27,000 shares issued under the Equity Plan that have not vested as of July 31, 2015. For the first quarter of 2016 and 2015, the Company recognized $21,000 and $36,000 of compensation expense related to the restricted shares of common stock issued. As of July 31, 2015, there was $76,000 of total unrecognized compensation expense related to shares of common stock issued under the Equity Plan, which is expected to be recognized over the remaining vesting term not to exceed three years.

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GAIN FROM SETTLEMENT	3 Months Ended
	Jul. 31, 2015
Gain Loss From Settlement [Abstract]
Gain Loss From Settlement [Text Block]	(11) GAIN FROM SETTLEMENT   During the first quarter of 2015, the Company and certain of its subsidiaries entered into a settlement agreement with a significant customer, Heinrich Bauer (USA) LLC. As a result of the settlement agreement, the Company recognized a pretax gain of $11,155,000, which is included in the results of discontinued operations in the accompanying financial statements for 2015. Refer to Item 1 of Part I of the 2015 Form 10-K for additional detail about the settlement agreement.

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IMPAIRMENT OF ASSETS	3 Months Ended
	Jul. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Asset Impairment Charges [Text Block]	(12) IMPAIRMENT OF ASSETS   During the first quarter of 2015, the Company’s Fulfillment Services business recognized a $925,000 impairment charge relating to the discontinuance of the development of certain software. The impairment charge included previously capitalized software costs, internal labor costs and third party consulting costs.

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INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS	3 Months Ended
	Jul. 31, 2015
Segment Reporting [Abstract]
Segment Reporting Disclosure [Text Block]	(13) 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 (other than with respect to discontinued operations) for the three month periods ended July 31, 2015 and 2014 (in thousands).       Fulfillment Services   Real Estate Operations   Corporate and Other   Consolidated   Three months ended July 31, 2015 (a):                           Revenues   $ 9,181   $ 168   $ 226   $ 9,575                               Net income (loss) from continuing operations   $ (776)   $ (766)   $ 363   $ (1,179)   Provision (benefit) for income taxes     (456)     (454)     185     (725)   Interest expense (income), net     167     671     (459)     379   Depreciation and amortization     716     23     7     746   EBITDA (b)   $ (349)   $ (526)   $ 96   $ (779)   Capital expenditures   $ 82   $ -   $ -   $ 82   Three months ended July 31, 2014 (a):                           Revenues   $ 11,909   $ 484   $ (72)   $ 12,321                               Net income (loss) from continuing operations   $ (338)   $ (754)   $ 456   $ (636)   Provision (benefit) for income taxes     (198)     (454)     243     (409)   Interest expense (income), net     175     695     (478)     392   Depreciation and amortization     794     23     9     826   Impairment of assets     925     -     -     925   EBITDA (b)   $ 1,358   $ (490)   $ 230   $ 1,098   Capital expenditures   $ 377   $ -   $ -   $ 377     (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 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, 2015
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	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 Fulfillment Services business operated by Palm Coast Data LLC (“Palm Coast”) and its subsidiary, FulCircle Media, LLC (“FulCircle”) and the real estate business operated by AMREP Southwest Inc. (“AMREP Southwest”) and its subsidiaries. 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 2016 and 2015 are to the fiscal years ending April 30, 2016 and 2015 and all references to the first quarter and first three months of 2016 and 2015 mean the fiscal three month periods ended July 31, 2015 and 2014.   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, 2015, which was filed with the SEC on July 29, 2015 (the “2015 Form 10-K”).
New Accounting Pronouncements, Policy [Policy Text Block]	Recently Issued Accounting Pronouncements   In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers. This guidance defines how companies report revenues from contracts with customers and also requires enhanced disclosures. In July 2015, the Financial Accounting Standards Board voted to defer the effective date by one year, with early adoption on the original effective date permitted. The Company will be required to adopt the standard as of May 1, 2018 and early adoption is permitted as of May 1, 2017. The Company has not determined the transition approach that will be utilized nor has it estimated the impact of adopting the new accounting standard.

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DISCONTINUED OPERATIONS (Tables)	3 Months Ended
	Jul. 31, 2015
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]	The following table provides a reconciliation of the carrying amounts of the major classes of assets and liabilities of the discontinued operations in the accompanying balance sheets (in thousands):       July 31, 2015   April 30, 2015                   Carrying amounts of major classes of assets included as part of discontinued operations:               Cash and cash equivalents   $ -   $ 1,241   Receivables, net     -     431   Intangible and other assets, net     -     17   Total assets classified as discontinued operations in the accompanying balance sheets   $ -   $ 1,689                   Carrying amounts of major classes of liabilities included as part of discontinued operations:               Accounts payable, net and accrued expenses   $ -   $ 150   Deferred and income taxes payable     -     145   Total liabilities classified as discontinued operations in the accompanying balance sheets   $ -   $ 295     The following table provides a reconciliation of the carrying amounts of components of pretax income or loss of the discontinued operations to the amounts reported in the accompanying statements of operations (in thousands):   For the three months ended:       July 31, 2015   July 31, 2014                   Components of pretax income from discontinued operations:               Revenues   $ -   $ 5,658   Operating expenses     -     (5,196)   General and administrative expenses     -     (621)   Gain from settlement (Note 11)     -     11,155   Interest expense     -     (28)   Income from discontinued operations before income taxes     -     10,968   Provision for income taxes     -     4,068   Net income from discontinued operations   $ -   $ 6,900     The following table provides the total operating and investing cash flows of the discontinued operations for the periods in which the results of operations of the discontinued operations are presented in the accompanying statements of operations (in thousands):   For the three months ended:       July 31, 2015   July 31, 2014                   Cash flows from discontinued operating activities:               Net income   $ -   $ 6,900   Adjustments to reconcile net income to net cash provided by (used in) operating activities:               Gain on settlement     -     (11,155)   Depreciation and amortization     -     106   Non-cash credits and charges:               Allowance for doubtful accounts     -     22   Changes in assets and liabilities:               Receivables     431     (3,617)   Intangible and other assets     17     (1,147)   Accounts payable and accrued expenses     (150)     (1,781)   Other     (145)     4,041   Total adjustments     153     (13,531)   Net cash provided by (used in) operating activities   $ 153   $ (6,631)                   Cash flows from investing activities:               Capital expenditures - property, plant and equipment   $ -   $ (31)   Net cash used in investing activities   $ -   $ (31)

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RECEIVABLES (Tables)	3 Months Ended
	Jul. 31, 2015
Receivables [Abstract]
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]	Receivables, net consist of the following (in thousands):       July 31, 2015   April 30, 2015                   Fulfillment Services   $ 8,157   $ 7,993   Buyer promissory note     1,600     1,600   Line of credit receivable     1,500     2,000   Real estate operations and corporate     147     116         11,404     11,709   Less allowance for doubtful accounts     (471)     (444)       $ 10,933   $ 11,265

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PROPERTY, PLANT AND EQUIPMENT (Tables)	3 Months Ended
	Jul. 31, 2015
Property, Plant and Equipment Disclosure [Abstract]
Property, Plant and Equipment [Table Text Block]	Property, plant and equipment, net consist of the following (in thousands):       July 31,   April 30,       2015   2015                   Land, buildings and improvements   $ 20,003   $ 20,000   Furniture and equipment     18,797     19,098         38,800     39,098   Less accumulated depreciation     (23,333)     (23,335)       $ 15,467   $ 15,763

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INTANGIBLE AND OTHER ASSETS (Tables)	3 Months Ended
	Jul. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule Of Intangible and Other Assets [Table Text Block]	Intangible and other assets, net consist of the following (in thousands):       July 31, 2015   April 30, 2015       Cost   Accumulated Amortization   Cost   Accumulated Amortization                               Customer contracts and relationships   $ 16,986   $ 11,110   $ 16,986   $ 10,757   Prepaid expenses     2,606     -     2,520     -   Deferred order entry costs     920     -     961     -   Other     268     -     730     -       $ 20,780   $ 11,110   $ 21,197   $ 10,757

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES: (Tables)	3 Months Ended
	Jul. 31, 2015
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]	Accounts payable and accrued expenses consist of the following (in thousands):       July 31,   April 30,       2015   2015                   Fulfillment Services   $ 7,593   $ 8,910   Real estate operations and corporate     1,233     1,374       $ 8,826   $ 10,284

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NOTES PAYABLE (Tables)	3 Months Ended
	Jul. 31, 2015
Debt Disclosure [Abstract]
Schedule of Debt [Table Text Block]	Notes payable consist of the following (in thousands):       July 31, 2015   April 30, 2015   Credit facilities:               Real estate operations   $ 13,782   $ 14,003   PNC Credit Facility     -     -   Other notes payable     4,057     4,087       $ 17,839   $ 18,090

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INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS (Tables)	3 Months Ended
	Jul. 31, 2015
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 (other than with respect to discontinued operations) for the three month periods ended July 31, 2015 and 2014 (in thousands).       Fulfillment Services   Real Estate Operations   Corporate and Other   Consolidated   Three months ended July 31, 2015 (a):                           Revenues   $ 9,181   $ 168   $ 226   $ 9,575                               Net income (loss) from continuing operations   $ (776)   $ (766)   $ 363   $ (1,179)   Provision (benefit) for income taxes     (456)     (454)     185     (725)   Interest expense (income), net     167     671     (459)     379   Depreciation and amortization     716     23     7     746   EBITDA (b)   $ (349)   $ (526)   $ 96   $ (779)   Capital expenditures   $ 82   $ -   $ -   $ 82   Three months ended July 31, 2014 (a):                           Revenues   $ 11,909   $ 484   $ (72)   $ 12,321                               Net income (loss) from continuing operations   $ (338)   $ (754)   $ 456   $ (636)   Provision (benefit) for income taxes     (198)     (454)     243     (409)   Interest expense (income), net     175     695     (478)     392   Depreciation and amortization     794     23     9     826   Impairment of assets     925     -     -     925   EBITDA (b)   $ 1,358   $ (490)   $ 230   $ 1,098   Capital expenditures   $ 377   $ -   $ -   $ 377     (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 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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DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands	Jul. 31, 2015	Apr. 30, 2015
Carrying amounts of major classes of assets included as part of discontinued operations:
Cash and cash equivalents	$ 0	$ 1,241
Receivables, net	0	431
Intangible and other assets, net	0	17
Total assets classified as discontinued operations in the accompanying balance sheets	0	1,689
Carrying amounts of major classes of liabilities included as part of discontinued operations:
Accounts payable, net and accrued expenses	0	150
Deferred and income taxes payable	0	145
Total liabilities classified as discontinued operations in the accompanying balance sheets	$ 0	$ 295

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DISCONTINUED OPERATIONS (Details 1) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jul. 31, 2015	Jul. 31, 2014	Apr. 30, 2015
Components of pretax income from discontinued operations:
Income from discontinued operations before income taxes	$ 0	$ 10,968
Provision for income taxes	0	4,068
Net income from discontinued operations	0	6,900
Discontinued Operations [Member]
Components of pretax income from discontinued operations:
Revenues	0	5,658
Operating expenses	0	(5,196)
General and administrative expenses	0	(621)
Gain from settlement (Note 11)	0	11,155	$ 11,155
Interest expense	0	(28)
Income from discontinued operations before income taxes	0	10,968
Provision for income taxes	0	4,068
Net income from discontinued operations	$ 0	$ 6,900

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DISCONTINUED OPERATIONS (Details 2) - USD ($) $ in Thousands		3 Months Ended
		Jul. 31, 2015	Jul. 31, 2014
Cash Flows from Discontinued Operating Activities:
Net income		$ 0	$ 6,900
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	[1]	746	826
Non-cash credits and charges:
Allowance for doubtful accounts		29	(111)
Changes in assets and liabilities:
Accounts payable and accrued expenses		(1,458)	(1,492)
Total adjustments		(2,235)	3,126
Cash Flows from Investing Activities:
Capital expenditures - property, plant and equipment	[1]	(82)	(377)
Discontinued Operations [Member]
Cash Flows from Discontinued Operating Activities:
Net income		0	6,900
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Gain on settlement		0	(11,155)
Depreciation and amortization		0	106
Non-cash credits and charges:
Allowance for doubtful accounts		0	22
Changes in assets and liabilities:
Receivables		431	(3,617)
Intangible and other assets		17	(1,147)
Accounts payable and accrued expenses		(150)	(1,781)
Other assets and liabilities		(145)	4,041
Total adjustments		153	(13,531)
Net cash provided by (used in) operating activities		153	(6,631)
Cash Flows from Investing Activities:
Capital expenditures - property, plant and equipment		0	(31)
Net cash used in investing activities		$ 0	$ (31)
[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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RECEIVABLES (Details) - USD ($) $ in Thousands	Jul. 31, 2015	Apr. 30, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	$ 11,404	$ 11,709
Less allowance for doubtful accounts	(471)	(444)
Accounts Receivable, Net	10,933	11,265
Fulfillment Services [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	8,157	7,993
Buyer Promissory Note [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Financing Receivable, Gross	1,600	1,600
Line of Credit receivable [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	1,500	2,000
Real Estate Operations and Corporate [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts Receivable, Gross	$ 147	$ 116

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RECEIVABLES (Details Textual) - USD ($) $ in Thousands		3 Months Ended
		Jul. 31, 2015	Jul. 31, 2014	Aug. 31, 2015	Apr. 30, 2015
Revenues, Total	[1]	$ 9,575	$ 12,321
Accounts Receivable, Net		10,933			$ 11,265
Fulfillment Services [Member]
Revenues, Total	[1]	9,181	$ 11,909
Fulfillment Services [Member] | Customer Concentration Risk [Member]
Revenues, Total		$ 1,230
Concentration Risk, Percentage		12.80%
Fulfillment Services [Member] | Customer Concentration Risk [Member] | Subsequent Event [Member]
Accounts Receivable, Net				$ 433
[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, 2015	Apr. 30, 2015
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 38,800	$ 39,098
Less accumulated depreciation	(23,333)	(23,335)
Property, plant and equipment, net	15,467	15,763
Land, Buildings and Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	20,003	20,000
Furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	$ 18,797	$ 19,098

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INTANGIBLE AND OTHER ASSETS (Details) - USD ($) $ in Thousands	Jul. 31, 2015	Apr. 30, 2015
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost	$ 20,780	$ 21,197
Finite-Lived Intangible Assets, Accumulated Amortization	11,110	10,757
Customer Contracts and Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost	16,986	16,986
Finite-Lived Intangible Assets, Accumulated Amortization	11,110	10,757
Prepaid Expenses [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost	2,606	2,520
Finite-Lived Intangible Assets, Accumulated Amortization	0	0
Deferred Order Entry Costs [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost	920	961
Finite-Lived Intangible Assets, Accumulated Amortization	0	0
Other [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Cost	268	730
Finite-Lived Intangible Assets, Accumulated Amortization	$ 0	$ 0

v3.3.0.814

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jul. 31, 2015	Apr. 30, 2015
Accounts Payable and Accrued Liabilities Disclosure [Line Items]
Accounts payable, net and accrued expenses	$ 8,826	$ 10,284
Fulfillment Services [Member]
Accounts Payable and Accrued Liabilities Disclosure [Line Items]
Accounts payable, net and accrued expenses	7,593	8,910
Real Estate Operations and Corporate [Member]
Accounts Payable and Accrued Liabilities Disclosure [Line Items]
Accounts payable, net and accrued expenses	$ 1,233	$ 1,374

v3.3.0.814

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Textual) - USD ($)	Jul. 31, 2015	Apr. 30, 2015
Accounts Payable and Accrued Liabilities Disclosure [Line Items]
Accrued Liabilities	$ 1,852,000	$ 1,142,000
Customer Postage Deposits Current And Noncurrent	4,140,000	4,832,000
Accounts Payable, Trade	986,000	1,641,000
Other Accounts Payable and Accrued Liabilities	$ 1,848,000	$ 2,669,000

v3.3.0.814

NOTES PAYABLE (Details) - USD ($) $ in Thousands	Jul. 31, 2015	Apr. 30, 2015
Credit facilities:
Notes Payable	$ 17,839	$ 18,090
Other notes payable [Member]
Credit facilities:
Notes Payable	4,057	4,087
Real estate operations [Member]
Credit facilities:
Notes Payable	13,782	14,003
PNC Credit Facility [Member]
Credit facilities:
Notes Payable	$ 0	$ 0

v3.3.0.814

NOTES PAYABLE (Details Textual)	3 Months Ended
	Jul. 31, 2015 USD ($)
Debt Instrument [Line Items]
Mortgage Notes Payable	$ 4,057,000
Mortgage Loans on Real Estate, Interest Rate	6.35%
Other Notes Payable, Current	$ 130,000
Real Estate Loan [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	8.50%
Notes Payable, Related Parties, Noncurrent	$ 13,782,000
Book Value Of Real Estate Property Collateralized	$ 63,944,000
Line Of Credit Facility Participation Percentage Purchased	20.00%
Debt Instrument, Payment Terms	No payments of principal are required until maturity, except that the following amounts are required to be applied to the payment of the loan: (a) 25% of the net cash proceeds from any sales of real property by AMREP Southwest and (b) 25% of any royalty payments received by AMREP Southwest under the oil and gas lease

v3.3.0.814

DEFERRED REVENUE: (Details Textual) - USD ($)	3 Months Ended
	Jul. 31, 2015	Jul. 31, 2014	Apr. 30, 2015
Deferred Revenue Arrangement [Line Items]
Operating Leases, Income Statement, Lease Revenue	$ 57,000
Deferred Revenue, Leases, Net	701,000
Real Estate Operations and Corporate General and Administrative Expenses	1,019,000	$ 827,000
El Dorado Utilities, Inc [Member]
Deferred Revenue Arrangement [Line Items]
Deferred Revenue, Leases, Net	1,013,000		$ 1,042,000
Real Estate Operations and Corporate General and Administrative Expenses	$ 29,000	$ 29,000

v3.3.0.814

FAIR VALUE MEASUREMENTS: (Details Textual) - USD ($)	Jul. 31, 2015	Apr. 30, 2015
Reported Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes Payable, Fair Value Disclosure	$ 17,839,000	$ 18,090,000
Estimate of Fair Value Measurement [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Notes Payable, Fair Value Disclosure	$ 16,236,000	$ 16,365,000

v3.3.0.814

BENEFIT PLANS (Details Textual) - USD ($)	3 Months Ended
	Jul. 31, 2015	Jul. 31, 2014
Defined Benefit Plan Disclosure [Line Items]
Share-based Compensation, Total	$ 21,000	$ 36,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total	$ 76,000
Stock Issued During Period, Shares, Restricted Stock Award, Gross	3,000
Equity Plan [Member]
Defined Benefit Plan Disclosure [Line Items]
Share-based Compensation, Total	$ 21,000	$ 36,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period	4,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	27,000
PBGC [Member]
Defined Benefit Plan Disclosure [Line Items]
Accrued Pension Benefit Plan Obligation	$ 5,019,000

v3.3.0.814

IMPAIRMENT OF ASSETS: (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Jul. 31, 2015	Jul. 31, 2014
Indefinite-lived Intangible Assets [Line Items]
Impairment of assets	$ 0	$ 925
Fulfillment Services [Member]
Indefinite-lived Intangible Assets [Line Items]
Impairment of assets	$ 925	$ 925

v3.3.0.814

GAIN FROM SETTLEMENT: (Details Textual) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jul. 31, 2015	Jul. 31, 2014	Apr. 30, 2015
Discontinued Operations [Member]
Gain Loss From Settlement [Line Items]
Disposal Group, Including Discontinued Operation, Other Income	$ 0	$ 11,155	$ 11,155

v3.3.0.814

INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS (Details) - USD ($) $ in Thousands		3 Months Ended
		Jul. 31, 2015	Jul. 31, 2014
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1]	$ 9,575	$ 12,321
Net income (loss) from continuing operations	[1]	(1,179)	(636)
Provision (benefit) for income taxes	[1]	(725)	(409)
Interest expense (income), net	[1]	379	392
Depreciation and amortization	[1]	746	826
Impairment of assets		0	925
EBITDA	[1],[2]	(779)	1,098
Capital expenditures - property, plant and equipment	[1]	(82)	(377)
Fulfillment Services [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1]	9,181	11,909
Net income (loss) from continuing operations	[1]	(776)	(338)
Provision (benefit) for income taxes	[1]	(456)	(198)
Interest expense (income), net	[1]	167	175
Depreciation and amortization	[1]	716	794
Impairment of assets		925	925
EBITDA	[1],[2]	(349)	1,358
Capital expenditures - property, plant and equipment	[1]	82	377
Real Estate Operations [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1]	168	484
Net income (loss) from continuing operations	[1]	(766)	(754)
Provision (benefit) for income taxes	[1]	(454)	(454)
Interest expense (income), net	[1]	671	695
Depreciation and amortization	[1]	23	23
Impairment of assets			0
EBITDA	[1],[2]	(526)	(490)
Capital expenditures - property, plant and equipment	[1]	0	0
Corporate and Other [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Revenues	[1]	226	(72)
Net income (loss) from continuing operations	[1]	363	456
Provision (benefit) for income taxes	[1]	185	243
Interest expense (income), net	[1]	(459)	(478)
Depreciation and amortization	[1]	7	9
Impairment of assets			0
EBITDA	[1],[2]	96	230
Capital expenditures - property, plant and equipment	[1]	$ 0	$ 0
[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 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.