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): July 24, 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 4.01 Changes in Registrant’s Certifying Accountant.

(a) Previous independent registered public accounting firm.

On July 24, 2024, AMREP Corporation (the “Company”) dismissed Baker Tilly US, LLP (“Baker”) as the Company’s independent registered public accounting firm. The Audit Committee of the Company’s Board of Directors approved the dismissal of Baker. The audit reports of Baker on the consolidated financial statements of the Company for each of the two most recent fiscal years ended April 30, 2024 and April 30, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company’s two most recent fiscal years ended April 30, 2024 and April 30, 2023 and during the subsequent interim period from May 1, 2024 through July 24, 2024, (i) there were no disagreements with Baker on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures that, if not resolved to Baker’s satisfaction, would have caused Baker to make reference to the subject matter of the disagreement in connection with its reports and (ii) there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company provided Baker with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission. A copy of Baker’s letter dated July 25, 2024 to the Securities and Exchange Commission, stating whether it agrees with the statements made in this report, is filed as Exhibit 16.1 to this report.

(b) Appointment of new independent registered public accounting firm.

On July 24, 2024, the Audit Committee of the Company’s Board of Directors engaged Rosenberg Rich Baker Berman, P.A. (“RRBB”) as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2025. During the Company’s two most recent fiscal years ended April 30, 2024 and April 30, 2023 and during the subsequent interim period from May 1, 2024 through July 24, 2024, neither the Company nor anyone on the Company’s behalf consulted RRBB regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Baker concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a “reportable event” (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
16.1		Letter, dated July 25, 2024, from Baker Tilly US, LLP.
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: July 25, 2024	By:	/s/ Christopher V. Vitale
		Name: Christopher V. Vitale
		Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
16.1		Letter, dated July 25, 2024, from Baker Tilly US, LLP.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit 16.1

July 25, 2024

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Dear Ladies and Gentlemen:

We are the former independent registered public accounting firm for AMREP Corporation (the “Company”). We have read the Company’s disclosure set forth in the Company’s Current Report on Form 8-K dated July 25, 2024 (the “Current Report”) and are in agreement with the disclosure in the Current Report, insofar as it pertains to our firm.

Sincerely,

/s/ Baker Tilly US LLP

Cover	Jul. 25, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 24, 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