Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2024

AMREP CORPORATION

(Exact name of registrant as specified in its charter)

Oklahoma	1-4702	59-0936128
(State or other jurisdiction of	(Commission File	(IRS Employer
incorporation)	Number)	Identification No.)

850 West Chester Pike,

Suite 205, Havertown, PA

19083

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (610) 487-0905

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock $.10 par value	AXR	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

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

Item 2.02 Results of Operations and Financial Condition

On March 8, 2024, AMREP Corporation issued a press release that reported its results of operations for the three and nine month periods ended January 31, 2024. The press release is being furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release, dated March 8, 2024, issued by AMREP Corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMREP Corporation

Date: March 8, 2024	By:	/s/ Adrienne M. Uleau
		Adrienne M. Uleau
		Vice President, Finance and Accounting

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release, dated March 8, 2024, issued by AMREP Corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit 99.1

FOR:	AMREP Corporation
	850 West Chester Pike, Suite 205
	Havertown, PA 19083

CONTACT:	Adrienne M. Uleau
	Vice President, Finance and Accounting
	(610) 487-0907

AMREP REPORTS THIRD QUARTER FISCAL 2024 RESULTS

Havertown, Pennsylvania, March 8, 2024 – AMREP Corporation (NYSE:AXR) today reported net income of $92,000, or $0.02 per diluted share, for its 2024 fiscal third quarter ended January 31, 2024 compared to net income of $16,574,000, or $3.12 per diluted share, for the same period of the prior year. For the first nine months of 2024, AMREP had net income of $2,546,000, or $0.48 per diluted share, compared to net income of $22,107,000, or $4.17 per diluted share, for the same period of 2023. Revenues were $12,689,000 and $31,833,000 for the third quarter and first nine months of 2024 and $9,117,000 and $35,975,000 for the third quarter and first nine months of 2023.

During the third quarter of 2023, AMREP recognized a non-cash pre-tax pension settlement expense of $2,336,000 as a result of its defined benefit pension plan paying certain lump sum payouts of pension benefits to former employees and a non-cash income tax benefit of $16,071,000 as a result of a worthless stock deduction related to its former fulfillment services business.

More information about the Company’s financial performance may be found in AMREP Corporation’s financial statements on Form 10-Q which have today been filed with the Securities and Exchange Commission and will be available on AMREP’s website (www.amrepcorp.com/sec-filings/).

AMREP Corporation, through its subsidiaries, is a major holder of land, leading developer of real estate and award-winning homebuilder in New Mexico.

FINANCIAL HIGHLIGHTS

	Three Months Ended January 31,
	2024		2023
Revenues	$	12,689,000	$	9,117,000

Net income	$	92,000	$	16,574,000
Earnings per share – basic	$	0.02	$	3.14
Earnings per share – diluted	$	0.02	$	3.12

Weighted average number of common shares outstanding – basic		5,303,000		5,284,000
Weighted average number of common shares outstanding – diluted		5,346,000		5,310,000

	Nine Months Ended January 31,
	2024		2023
Revenues	$	31,833,000	$	35,975,000

Net income	$	2,546,000	$	22,107,000
Earnings per share – basic	$	0.48	$	4.19
Earnings per share – diluted	$	0.48	$	4.17

Weighted average number of common shares outstanding – basic		5,299,000		5,280,000
Weighted average number of common shares outstanding – diluted		5,341,000		5,304,000

Cover	Mar. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 08, 2024
Entity File Number	1-4702
Entity Registrant Name	AMREP CORPORATION
Entity Central Index Key	0000006207
Entity Tax Identification Number	59-0936128
Entity Incorporation, State or Country Code	OK
Entity Address, Address Line One	850 West Chester Pike
Entity Address, Address Line Two	Suite 205
Entity Address, City or Town	Havertown
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19083
City Area Code	610
Local Phone Number	487-0905
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock $.10 par value
Trading Symbol	AXR
Security Exchange Name	NYSE
Entity Emerging Growth Company	false