Quarterly report [Sections 13 or 15(d)]



STYLE="font: 10pt Times New Roman, Times, Serif">
















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

October 31,
2020



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



Incorporation or Organization





I.R.S. Employer Identification No.










620 West Germantown Pike, Suite 175



Plymouth Meeting, PA





19462



Address of Principal Executive Offices




Zip Code





(610) 487-0905













Registrant’s Telephone Number, Including
Area Code





Not Applicable













Former Name, Former Address and Former Fiscal
Year, if Changed Since Last Report






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 $0.10 par value





AXR





New York Stock Exchange






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 every Interactive Data File required to be submitted 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 such files).  Yes

x

No

¨





Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting
company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.



















Large accelerated filer

¨




Accelerated filer

¨




Non-accelerated filer

x




Smaller reporting company

x




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.

¨





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 December 4, 2020 – 7,323,370.

































AMREP CORPORATION AND SUBSIDIARIES










INDEX





































































































































































































































PAGE


NO.





PART I.   FINANCIAL INFORMATION











Item 1.      Financial Statements











Consolidated Balance Sheets








October 31, 2020 (Unaudited) and April 30, 2020





1










Consolidated Statements of Operations (Unaudited)








Three Months Ended October 31, 2020 and 2019





2










Consolidated Statements of Operations (Unaudited)








Six Months Ended October 31, 2020 and 2019





3










Consolidated Statements of Comprehensive Income (Loss) (Unaudited)








Three and Six Months Ended October 31, 2020 and 2019





4









Consolidated Statements of Shareholders’ Equity (Unaudited)








Three Months Ended October 31, 2020 and 2019





5









Consolidated Statements of Shareholders’ Equity (Unaudited)








Six Months Ended October 31, 2020 and 2019





6










Consolidated Statements of Cash Flows (Unaudited)







Six Months Ended October 31, 2020 and 2019




7









Notes to Consolidated Financial Statements (Unaudited)





8









Item 2.      Management's Discussion and Analysis of Financial Condition








and Results of Operations





18









Item 4.      Controls and Procedures





26










PART II.  OTHER INFORMATION









Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds





27









Item 6.      Exhibits





28










SIGNATURE







29










EXHIBIT INDEX






30

























PART I. FINANCIAL INFORMATION









Item 1.


Financial
Statements







AMREP CORPORATION AND SUBSIDIARIES





Consolidated Balance Sheets



(Amounts in thousands, except share and
per share amounts)





























































































































































































































































































ASSETS



October 31,


2020



April 30,


2020




(Unaudited)





Cash and cash equivalents


$

15,692



$

17,502


Real estate inventory



53,925




53,449


Investment assets, net



18,970




18,644


Other assets



1,544




934


Taxes receivable, net



57




57


Deferred income taxes, net



5,532




6,080


TOTAL ASSETS


$

95,720



$

96,666










LIABILITIES AND SHAREHOLDERS’
EQUITY








LIABILITIES:









Accounts payable and accrued expenses


$

4,700



$

3,125


Notes payable, net



5,803




3,890


Accrued pension costs



3,195




5,014


TOTAL LIABILITIES



13,698




12,029











SHAREHOLDERS’ EQUITY:









Common stock, $.10 par value; shares authorized – 20,000,000;









shares issued – 7,692,102 at October 31, 2020 and 8,358,154 at April 30, 2020



768




836


Capital contributed in excess of par value



47,216




51,334


Retained earnings



44,540




43,149


Accumulated other comprehensive loss, net



(6,287

)



(6,467

)

Treasury stock, at cost – 225,250 shares at October 31, 2020 and April 30, 2020



(4,215

)



(4,215

)

TOTAL SHAREHOLDERS’ EQUITY



82,022




84,637


TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY


$

95,720



$

96,666





The accompanying notes to consolidated
financial statements are an



integral part of these consolidated financial
statements.










1













AMREP CORPORATION AND SUBSIDIARIES







Consolidated Statements of Operations (Unaudited)




Three Months Ended October 31, 2020 and 2019




(Amounts in thousands, except per share amounts)



































































































































































































































































2020



2019


REVENUES:









Land sale revenues


$

8,526



$

3,266


Home sale revenues



202




-


Rental revenues



152




341


Other



376




353


Total Revenues



9,256




3,960


COSTS AND EXPENSES:









Land sale cost of revenues



6,430




2,771


Home sale cost of revenues



174




-


General and administrative expenses



1,523




4,121


Operating expenses



8,127




6,892


Operating income (loss)



1,129




(2,932

)

Interest (expense) income, net



(12

)



141


Income (loss) from operations before income taxes



1,117




(2,791

)

Provision (benefit) for income taxes



319




(622

)

Net income (loss)


$

798



$

(2,169

)










Basic and diluted earnings (loss) per share


$

0.10



$

(0.27

)










Weighted average number of common shares outstanding – basic



8,122




8,129











Weighted average number of common shares outstanding – diluted



8,152




8,129





The accompanying notes to consolidated
financial statements are an



integral part of these consolidated financial
statements.










2













AMREP CORPORATION AND SUBSIDIARIES







Consolidated Statements of Operations (Unaudited)




Six Months Ended October 31, 2020 and 2019




(Amounts in thousands, except per share amounts)

























































































































































































































































































2020



2019


REVENUES:









Land sale revenues


$

12,013



$

7,557


Home sale revenues



202




-


Rental revenues



502




682


Other



745




488


Total Revenues



13,462




8,727











COSTS AND EXPENSES:









Land sale cost of revenues



9,109




6,426


Home sale cost of revenues



174




-


General and administrative expenses



2,967




5,687


Operating expenses



12,250




12,113


Operating income (loss)



1,212




(3,386

)

Interest (expense) income, net



(6

)



265


Other income



650




-


Income (loss) from operations before income taxes



1,856




(3,121

)

Provision (benefit) for income taxes



465




(756

)

Net income (loss)


$

1,391



$

(2,365

)










Basic and diluted earnings (loss) per share


$

0.17



$

(0.29

)










Weighted average number of common shares outstanding – basic



8,136




8,125











Weighted average number of common shares outstanding – diluted



8,168




8,125





The accompanying notes to consolidated
financial statements are an



integral part of these consolidated financial
statements.










3












AMREP CORPORATION AND SUBSIDIARIES





Consolidated Statements of Comprehensive
Income (Loss) (Unaudited)



Three and Six Months Ended October 31, 2020
and 2019



(Amounts in thousands)


































































































Three Months ended


October 31,




2020



2019









Net income (loss)


$

798



$

(2,169

)

Other comprehensive income, net of tax:









Pension settlement, net of tax ($880 in 2019)



-




2,049


Decrease in pension liability, net of tax ($42 in 2020 and $43 in 2019)



90




98


Other comprehensive income



90




2,147


Total comprehensive income (loss)


$

888



$

(22

)

































































































Six Months ended


October 31,




2020



2019









Net income (loss)


$

1,391



$

(2,365

)

Other comprehensive income, net of tax:









Pension settlement, net of tax ($880 in 2019)



-




2,049


Decrease in
pension liability, net of tax ($84 in 2020 and $110 in 2019)



180




252


Other comprehensive income



180




2,301


Total comprehensive income (loss)


$

1,571



$

(64

)




The accompanying notes to consolidated financial
statements are an



integral part of these consolidated financial
statements.










4












AMREP CORPORATION AND SUBSIDIARIES





Consolidated Statements of Shareholders’
Equity (Unaudited)



Three Months Ended October 31, 2020
and 2019



(Amounts in thousands)

















































































































































































































































































































































































































Common
Stock





Capital


Contributed


in Excess of



Retained



Accumulated


Other


Comprehensive



Treasury


Stock,


at







Shares



Amount



Par Value



Earnings



Loss



Cost



Total


Balance, August 1, 2020



8,367



$

837



$

51,375



$

43,742



$

(6,377

)


$

(4,215

)


$

85,362


Issuance
of common stock settled from deferred common share units



12




-




-




-




-




-




-


Repurchase of common stock



(687

)



(69

)



(4,159

)



-




-




-




(4,228

)

Net income



-




-




-




798




-




-




798


Other comprehensive income



-




-




-




-




90




-




90


Balance, October 31, 2020



7,692



$

768



$

47,216



$

44,540



$

(6,287

)


$

(4,215

)


$

82,022































Balance, August 1, 2019



8,362



$

836



$

51,261



$

48,856



$

(6,877

)


$

(4,215

)


$

89,861


Net loss



-




-




-




(2,169

)



-




-




(2,169

)

Other comprehensive income



-




-




-




-




2,147




-




2,147


Balance, October 31, 2019



8,362



$

836



$

51,261



$

46,687



$

(4,730

)


$

(4,215

)


$

89,839





The accompanying notes to consolidated financial
statements are an



integral part of these consolidated financial
statements.










5












AMREP CORPORATION AND SUBSIDIARIES





Consolidated Statements of Shareholders’
Equity (Unaudited)



Six Months Ended October 31, 2020
and 2019



(Amounts in thousands)








































































































































































































































































































































































































































































Common Stock



Capital


Contributed


in Excess of



Retained



Accumulated


Other


Comprehensive



Treasury


Stock,


at







Shares



Amount



Par Value



Earnings



Loss



Cost



Total


Balance, May 1, 2020



8,358



$

836



$

51,334



$

43,149



$

(6,467

)


$

(4,215

)


$

84,637


Issuance of restricted common stock



9




1




41




-




-




-




42


Issuance
of common stock settled from deferred common share units



12




-




-




-




-




-




-


Repurchase of common stock



(687

)



(69

)



(4,159

)



-




-




-




(4,228

)

Net income



-




-




-




1,391




-




-




1,391


Other comprehensive income



-




-




-




-




180




-




180


Balance, October 31, 2020



7,692



$

768



$

47,216



$

44,540



$

(6,287

)


$

(4,215

)


$

82,022































Balance, May 1, 2019



8,353



$

835



$

51,205



$

49,052



$

(7,031

)


$

(4,215

)


$

89,846


Issuance of restricted common stock



9




1




56




-




-




-




57


Net loss



-




-




-




(2,365

)



-




-




(2,365

)

Other comprehensive income



-




-




-




-




2,301




-




2,301


Balance, October 31, 2019



8,362



$

836



$

51,261



$

46,687



$

(4,730

)


$

(4,215

)


$

89,839





The accompanying notes to consolidated
financial statements are an



integral part of these consolidated financial
statements.










6













AMREP CORPORATION AND SUBSIDIARIES







Consolidated Statements of Cash Flows (Unaudited)




Six Months Ended October 31, 2020 and 2019




(Amounts in thousands)





























































































































































































































































































































































































































2020



2019


CASH FLOWS FROM OPERATING ACTIVITIES:









Net income (loss)


$

1,391



$

(2,365

)

Adjustments to reconcile net
income (loss) to net cash provided by (used in) operating activities:









Depreciation



270




289


Amortization of debt issuance costs



30




56


Non-cash credits and charges:









Interest earned on deferred purchase price



-




(160

)

Stock-based compensation



42




107


Deferred income tax provision (benefit)



548




(756

)

Net periodic pension cost



208




279


Pension settlement



-




2,929


Deferred Rent



-




110


Changes in assets and liabilities:









Real estate inventory and investment assets



(1,065

)



3,526


Other assets



(614

)



(469

)

Accounts payable and accrued expenses



1,575




(466

)

Accrued pension costs



(1,847

)



(3,600

)

Total adjustments



(853

)



1,845


Net cash
provided by (used in) operating activities



538




(520

)

CASH FLOWS FROM INVESTING ACTIVITIES:









Capital expenditures



(3

)



(26

)

Net cash used in investing activities



(3

)



(26

)

CASH FLOWS FROM FINANCING ACTIVITIES:









Proceeds from debt financing



5,415




583


Principal debt payments



(3,475

)



(1,385

)

Payments for debt issuance costs



(57

)



-


Repurchase of common stock



(4,228

)



-


Net cash used in financing activities



(2,345

)



(802

)










Decrease in cash, cash equivalents and restricted cash



(1,810

)



(1,348

)

Cash, cash equivalents and restricted cash, beginning of period



17,502




14,236


Cash, cash equivalents and restricted cash, end of period


$

15,692



$

12,888











SUPPLEMENTAL CASH FLOW INFORMATION:









Interest paid


$

52



$

4


Right-of-use assets obtained in exchange for operating lease liabilities


$

-



$

198





The accompanying notes to consolidated
financial statements are an



integral part of these consolidated financial
statements.










7












AMREP CORPORATION AND SUBSIDIARIES





Notes to Consolidated Financial Statements
(Unaudited)



Three and Six Months Ended
October 31, 2020 and 2019






(1)

SUMMARY
OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES






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: land development and homebuilding.
The Company has no foreign sales. 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 the context otherwise indicates, all references to 2021 and
2020 are to the fiscal years ending April 30, 2021 and 2020 and all references to the second quarter and first six months
of 2021 and 2020 mean the fiscal three month and six month periods ended October 31, 2020 and 2019.





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,
2020, which was filed with the SEC on July 27, 2020 (the “2020 Form 10-K”). Certain 2020 balances in these
financial statements have been reclassified to conform to the current year presentation with no effect on net loss or
shareholders’ equity.






Summary of Significant Accounting Policies





The significant accounting policies used
in preparing these consolidated financial statements are consistent with the accounting policies described in the 2020 Form 10-K,
except for those adopted as described below.






Revenue Recognition













·



Home sale revenues

: The Company accounts for revenue from home sales in accordance
with Accounting Standards Codification (“ASC”) 2014-09,

Revenue from Contracts with Customers (Topic 606).

Revenues and cost of revenues from home sales are recognized at the time each home is delivered and title and possession are transferred
to the buyer. Generally, the Company’s performance obligation to deliver a home is satisfied in less than one year from the
date a binding sale agreement is signed. In general, the Company’s performance obligation for each of the home sales is fulfilled
upon the delivery of the completed home, which generally coincides with the receipt of cash consideration from the counterparty.
If the Company’s performance obligations are not complete upon the home closing, the Company defers a portion of the home
sale revenues related to the outstanding obligations and subsequently recognizes that revenue upon completion of such obligations.
As of October 31, 2020, the home sale revenues and related costs the Company deferred related to these obligations were immaterial.












·



Forfeited customer deposits

: Forfeited customer deposits for homes are recognized in
“Home sale revenues” in the period in which the Company determines that the customer will not complete the purchase
of the home and the Company has the right to retain the deposit.












·



Sales incentives

: In order to promote sales of homes, the Company may offer home buyers
sales incentives. These incentives vary by type and amount on a community-by-community and home-by-home basis. Incentives are reflected
as a reduction in home sale revenues.









8



















·




Home
sale cost of revenues

. Home construction and related costs are capitalized as incurred
within real estate inventory under the specific identification method on the consolidated
balance sheet and are charged to home sale cost of revenues on the consolidated statement
of operations when the related home is sold.






Recently Adopted Accounting Pronouncements






In
August 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13,

Fair
Value Measurement: Disclosure Framework






Changes to the Disclosure
Requirements for Fair Value Measurement

. ASU 2018-13 eliminates certain disclosure requirements for fair value measurements
for all entities, requires public entities to disclose certain new information and modifies some disclosure requirements to improve
the effectiveness of disclosures in the notes to financial statements. ASU 2018-13 was effective for the Company on May 1,
2020. The adoption of ASU 2018-13 by the Company did not have a material effect on its consolidated financial statements.






In
August 2018, the FASB issued ASU No. 2018-14,

Compensation—Retirement Benefits—Defined Benefit Plans—General
(Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.

ASU 2018-14
removes disclosures that no longer are considered cost beneficial, clarifies the specific requirements of disclosures and adds
disclosure requirements identified as relevant for companies with defined benefit retirement plans. ASU 2018-14

was effective
for the Company on May 1, 2020. The adoption of ASU 2018-14 by the Company did not have a material effect on its consolidated
financial statements.





In December 2019, the FASB issued
ASU No. 2019-12, Income Taxes –

Simplifying the Accounting for Income Taxes

, which removes certain
exceptions for companies related to tax allocations and simplifies when companies recognize deferred tax liabilities in an interim
period. ASU 2019-12 will be effective for the Company’s fiscal year beginning May 1, 2021. The Company is currently
evaluating the impact that this ASU will have on the Company’s consolidated financial statements.






(2)

RESTRICTED CASH






The following provides a reconciliation
of the Company’s cash, cash equivalents and restricted cash as reported in the consolidated statement of cash flows for the
six months ended October 31, 2019:

































































October 31,



April 30,




2019



2019




(in thousands)


Cash and cash equivalents


$

12,583



$

13,267


Restricted cash



305




969


Total cash, cash equivalents and restricted cash


$

12,888



$

14,236





There was no restricted cash at October 31,
2020 and April 30, 2020.










9














(3)

REAL
ESTATE INVENTORY






Real estate inventory consists of:

































































October 31,



April 30,




2020



2020




(in thousands)


Land held for development


$

52,771



$

53,405


Construction in process



1,154




44




$

53,925



$

53,449





Land held for development represents
property located in areas that are planned to be developed in the near term. As of October 31, 2020 and April 30,
2020, the Company held approximately 6,000 acres of land in New Mexico classified as land held for development. Construction
in process relates to construction costs for residential homes being built and offered for sale by the homebuilding business
segment.






(4)

INVESTMENT ASSETS, NET






Investment assets, net consist of:


































































































October 31,



April 30,




2020



2020




(in thousands)


Land held for long-term investment


$

9,775



$

9,751


Construction in process



-




2,320


Buildings



15,993




13,096


Less accumulated depreciation



(6,798

)



(6,523

)

Buildings, net



9,195




6,573




$

18,970



$

18,644





Land held for long-term investment
represents property located in areas that are not planned to be developed in the near term and thus has not been offered for
sale. As of October 31, 2020 and April 30, 2020, the Company held approximately 12,000 acres of land in New
Mexico classified as land held for long-term investment.





Buildings are comprised of 204,000
square feet of warehouse and office buildings in Palm Coast, Florida and a 14,000 square foot retail building in the Las
Fuentes at Panorama Village subdivision in Rio Rancho, New Mexico. Depreciation associated with the buildings was $262,000
and $279,000 for the six months ended October 31, 2020 and October 31, 2019 and $140,000 and $157,000 for the three
months ended October 31, 2020 and October 31, 2019. Construction in process relates to the construction costs of
such retail building, which was completed during the three months ended October 31, 2020.










10












(5)

OTHER ASSETS






Other assets consist of:
























































































































October 31,



April 30,




2020



2020




(in thousands)


Prepaid expenses


$

931



$

464


Receivables



281




156


Right-of-use assets associated with leases of office facilities



133




109


Other assets



170




170


Property and equipment



219




217


Less accumulated depreciation



190




182


Property and equipment, net



29




35




$

1,544



$

934






Prepaid
expenses

as of October 31, 2020 primarily consist of prepaid insurance, stock compensation, prepayments for office rent,
in-process prepayments of amounts due under the public improvement district and security deposits for the buildings in Palm Coast,
Florida. Prepaid expenses as of October 31, 2019 primarily consist of prepaid insurance and stock compensation.





Depreciation expense associated with property and equipment
was $8,000 and $9,000 for the six months ended October 31, 2020 and October 31, 2019 and $2,000 and $5,000 for the three months
ended October 31, 2020 and October 31, 2019.






(6)

ACCOUNTS
PAYABLE AND ACCRUED EXPENSES






Accounts payable and accrued expenses consist of:
























































































































October 31,



April 30,




2020



2020




(in thousands)


Real estate operations









Accrued expenses


$

884



$

518


Trade payables



1,087




1,146


Real estate customer deposits



1,795




1,117


Other



60




-





3,826




2,781


Corporate operations



875




344




$

4,700



$

3,125






(7)

NOTES
PAYABLE






Notes payable, net consist of:

































































October 31,



April 30,




2020



2020




(in thousands)


Real estate notes payable


$

5,834



$

3,894


Unamortized debt issuance costs



(31

)



(4

)



$

5,803



$

3,890





Refer to Notes 8 and 17 to the consolidated
financial statements contained in the 2020 Form 10-K for additional detail about each of the following outstanding financing
facilities that were entered into prior to May 1, 2020.










11



















·



Lomas Encantadas Subdivision

.












o


In June 2019, BOKF, NA dba Bank of Albuquerque (“BOKF”) provided a non-revolving
line of credit to Lomas Encantadas Development Company LLC (“LEDC”), a subsidiary of the Company. The initial available
principal amount of the loan was $2,475,000. The outstanding principal amount of the loan was $105,000 as of October 31, 2020.
LEDC made principal repayments of $1,538,000 during the six months ended October 31, 2020 and $675,000 during the year ended
April 30, 2020. The interest rate on the loan at October 31, 2020 was 3.14%. The Company capitalized interest and fees
related to this loan of $16,000 and $2,000 for the six months ended October 31, 2020 and October 31, 2019 and $4,000
and $2,000 for the three months ended October 31, 2020 and October 31, 2019. The total book value of the property mortgaged
pursuant to this loan was $3,049,000 as of October 31, 2020. At October 31, 2020, LEDC was in compliance with the financial
covenants contained within the loan documentation.












o


In September 2020, LEDC entered into a Development Loan Agreement with BOKF. The Development
Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory Note and is secured by a Mortgage, Security Agreement
and Financing Statement, between LEDC and BOKF with respect to certain planned residential lots within the Lomas Encantadas subdivision
located in Rio Rancho, New Mexico. Pursuant to a Guaranty Agreement entered into by AMREP Southwest Inc. (“ASW”), a
subsidiary of the Company, in favor of BOKF, ASW guaranteed LEDC’s obligations under each of the above agreements.












§



Initial Available Principal

: Pursuant to the loan documentation, BOKF agrees to lend up
to $2,400,000 to LEDC on a non-revolving line of credit basis to partially fund the development of certain planned residential
lots within the Lomas Encantadas subdivision.












§



Outstanding Principal Amount and Repayments

: The outstanding principal amount of the loan
was $26,500 as of October 31, 2020. LEDC made no principal repayments during the six months ended October 31, 2020. LEDC
is required to make periodic principal repayments of borrowed funds not previously repaid as follows: $1,144,000 on or before December 22,
2022, $572,000 on or before March 22, 2023, $572,000 on or before June 22, 2023 and $112,000 on or before September 22,
2023. The outstanding principal amount of the loan may be prepaid at any time without penalty.












§



Maturity Date

: The loan is scheduled to mature in September 2023.












§



Interest Rate

: Interest on the outstanding principal amount of the loan is payable monthly
at the annual rate equal to the London Interbank Offered Rate for a thirty-day interest period plus a spread of 3.0%, adjusted
monthly, subject to a minimum interest rate of 3.75%. The interest rate on the loan at October 31, 2020 was 3.75%.












§



Lot Release Price

: BOKF is required to release the lien of its mortgage on any lot upon
LEDC making a principal payment of $44,000.




LEDC and ASW made certain
representations and warranties in connection with this loan and are required to comply with various covenants, reporting
requirements and other customary requirements for similar loans. The loan documentation contains customary events of default
for similar financing transactions, including LEDC’s failure to make principal, interest or other payments when due;
the failure of LEDC or ASW to observe or perform their respective covenants under the loan documentation; the representations
and warranties of LEDC or ASW being false; the insolvency or bankruptcy of LEDC or ASW; and the failure of ASW to maintain a
net worth of at least $32 million. Upon the occurrence and during the continuance of an event of default, BOKF may declare
the outstanding principal amount and all other obligations under the loan immediately due and payable. LEDC incurred
customary costs and expenses and paid certain fees to BOKF in connection with the loan. At October 31, 2020, LEDC was in
compliance with the financial covenants contained in the loan documentation. The total book value of the property mortgaged pursuant to
this loan was $289,000 as of October 31, 2020. The Company’s capitalized interest and fees related to this loan were
immaterial during the three and six months ended October 31, 2020.










12



















·



Hawk Site Subdivision

. In February 2020, Sandia Laboratory Federal Credit Union (“SLFCU”)
provided a revolving line of credit to Mountain Hawk East Development Company LLC (“MHEDC”), a subsidiary of the Company.
The initial available principal amount of the loan was $3,000,000, subject to certain limitations. The outstanding principal amount
of the loan was $201,000 as of October 31, 2020. MHEDC made principal repayments of $1,935,000 during the six months ended
October 31, 2020; MHEDC made no principal repayments during the year ended April 30, 2020. The interest rate on the loan
at October 31, 2020 was 4.5%. The Company capitalized interest and fees related to this loan of $1,000 during each of the
three and six months ended October 31, 2020. The total book value of the property mortgaged pursuant to this loan was $2,374,000
as of October 31, 2020. At October 31, 2020, MHEDC was in compliance with the financial covenants contained within the
loan documentation.












·



Las Fuentes at Panorama Village Subdivision

. In January 2020, BOKF provided a non-revolving
line of credit to Las Fuentes Village II, LLC (“LFV”), a subsidiary of the Company. The initial available principal
amount of the loan was $2,750,000. The outstanding principal amount of the loan was $2,514,000 as of October 31, 2020. LFV
made no principal repayments during the six months ended October 31, 2020 or during the year ended April 30, 2020. The
interest rate on the loan at October 31, 2020 was 3.06%. The Company capitalized interest and fees related to this loan of
$1,000 and $18,650 during the three and six months ended October 31, 2020. The total book value of the property mortgaged
pursuant to this loan was $2,884,000 as of October 31, 2020. At October 31, 2020, LFV was in compliance with the financial
covenants contained within the loan documentation.












·



Meso AM Subdivision

.












o



Acquisition Financing

: The acquisition of the Meso AM subdivision in Bernalillo County,
New Mexico in June 2020 by Lavender Fields, LLC (“LF”), a subsidiary of the Company, included $1,838,000 of deferred
purchase price, of which $919,000 is payable without interest on or before June 2021 and $919,000 is payable without interest
on or before June 2022. The total book value of the property mortgaged to secure payment of a note reflecting the deferred
purchase price was $4,511,000 as of October 31, 2020. At October 31, 2020, LF was in compliance with the financial covenants
contained within the loan documentation.












o



Development Financing

. In June 2020, BOKF provided a non-revolving line of credit to
LF. The initial available principal amount of the loan was $3,750,000. The outstanding principal amount of the loan was $852,000
as of October 31, 2020. LF made no principal repayments during the six months ended October 31, 2020. The interest rate
on the loan at October 31, 2020 was 3.75%. The Company capitalized interest and fees related to this loan of $3,000 during
each of the three and six months ended October 31, 2020. The total book value of the property mortgaged pursuant to this loan
was $4,511,000 as of October 31, 2020. At October 31, 2020, LF was in compliance with the financial covenants contained
within the loan documentation.












·



SBA Paycheck Protection Program

. In April 2020, BOKF provided a loan to the Company
pursuant to the Paycheck Protection Program administered by the U.S. Small Business Administration. The amount of the loan was
$298,000. The outstanding principal amount of the loan was $298,000 as of October 31, 2020. The Company made no principal
repayments during the six months ended October 31, 2020 or during the year ended April 30, 2020. The interest rate on
the loan at October 31, 2020 was 1.0%. The Company did not capitalize any interest or fees related to this loan during the
six months ended October 31, 2020. At October 31, 2020, the Company was in compliance with the financial covenants contained
within the loan documentation. The loan provides that all or a portion of the principal balance may be forgiven if certain conditions
are met.









13











Refer to Note 8 to the consolidated financial
statements contained in the 2020 Form 10-K for additional detail about each of the following expired or terminated financing
facilities:













·



Lomas Encantadas Subdivision

. In fiscal year 2018, BOKF provided a non-revolving line of
credit to LEDC. The initial available principal amount of the loan was $4,750,000. During the six months ended October 31,
2019, LEDC made principal repayments of $182,000 and the Company capitalized interest and fees related to this loan of $4,000.
The loan was terminated in June 2019.












·



Hawk Site Subdivision

. In 2019, Main Bank provided a non-revolving line of credit to Hawksite
27 Development Company, LLC (“HDC”), a subsidiary of the Company. The initial available principal amount of the loan
was $1,800,000. During the six months ended October 31, 2019, HDC made principal repayments of $390,000 and the Company capitalized
interest and fees related to this loan of $20,000. The loan was terminated in August 2019.





The
following table summarizes the scheduled principal repayments subsequent to


October

31,
2020:








































Fiscal Year


Scheduled Payments


(in thousands)


2021


$

3,532


2022



2,101


2023



201


Total


$

5,834






(8)

REVENUES








Land
sale revenues


. Substantially all of the land sale revenues were received from four customers during each of the
three and six months ended October 31, 2020 and from three customers during each of the three and six months ended
October 31, 2019.







Home
sale revenues


. Home sale revenues are from homes constructed and sold by the Company in the Albuquerque
metropolitan area. All home sale revenues were received from one customer during the three months ended
October 31, 2020.







Rental
revenues


. Rental revenues consist of rent received from tenants at the Company’s warehouse and office buildings
in Palm Coast, Florida and at a retail building in the Las Fuentes at Panorama Village subdivision in Rio Rancho, New Mexico.










14
















Other
revenues


. Other revenues consist of:








































































































































Three Months Ended


October 31,



Six Months Ended


October 31,




2020



2019



2020



2019




(in thousands)



(in thousands)


Oil & gas royalties


$

25



$

-



$

36



$

-


Private infrastructure reimbursement covenants



245




140




378




231


Public improvement district reimbursements



69




26




244




26


Miscellaneous other revenue



37




187




87




231




$

376



$

353



$

745



$

488





Refer to Note 9 to the consolidated financial
statements contained in the 2020 Form 10-K for additional detail about each category of other revenues.





The Company owns certain minerals and mineral
rights in and under approximately 55,000 surface acres of land in Sandoval County, New Mexico. The lease to a third party with
respect to such mineral rights expired in September 2020 and no drilling had commenced with respect to such mineral rights.
The Company did not record any revenue in 2021 related to this lease.






Miscellaneous
o

ther revenue for the three and six months ended October 31, 2020 primarily consist of payments for impact fee
credits and a land condemnation. Miscellaneous other revenue for the three and six months ended October 31, 2019
primarily consist of forfeited deposits and non-refundable option payments.













(9)




GENERAL AND ADMINISTRATIVE EXPENSES






General and administrative expenses

consist
of

:





















































































































Three Months Ended


October 31,



Six Months Ended


October 31,




2020



2019



2020



2019




(in thousands)



(in thousands)


Land development


$

665



$

602



$

1,271



$

1,274


Homebuilding



118




-




231




-


Corporate



740




3,519




1,465




4,413




$

1,523



$

4,121



$

2,967



$

5,687






Corporate
general and administrative expenses

included a non-cash pre-tax pension settlement charge of $2,929,000 in the three and
six months ended October 31, 2019, due to the Company’s defined benefit pension plan paying an aggregate of $7,280,000
in lump sum payouts of pension benefits to former employees. No such settlement expense was incurred in the same periods of 2020.













(10)




BENEFIT PLANS







Pension Plan





Refer to Note 11 to the consolidated financial
statements contained in the 2020 Form 10-K for detail regarding the Company’s defined benefit pension plan. The Company
recognizes the known changes in the funded status of the pension plan in the period in which the changes occur through other comprehensive
income, net of the related deferred income tax effect. The Company recognized other comprehensive income of $180,000 and $252,000
for the six months ended October 31, 2020 and October 31, 2019 and $90,000 and $98,000 for the three months ended October 31,
2020 and October 31, 2019 related to a decrease in the Company’s pension liability, net of tax. The Company funds the
pension plan in compliance with IRS funding requirements. The Company made voluntary contributions to the pension plan of $1,847,000
during the three and six months ended October 31, 2020 and $3,600,000 during the three and six months ended October 31,
2019.










15












Equity Compensation Plan





Refer to Note 11 to the consolidated financial
statements contained in the 2020 Form 10-K for detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “Equity
Plan”). The Company issued 9,000 shares of restricted common stock under the Equity Plan during each of the six months ended
October 31, 2020 and October 31, 2019. During the six months ended October 31, 2020 and October 31, 2019, 12,834 shares and 14,833
shares of restricted common stock previously issued under the Equity Plan vested. As of October 31, 2020 and October 31, 2019,
29,000 shares and 36,834 shares of restricted common stock previously issued under the Equity Plan had not vested. The Company
recognized non-cash compensation expense related to the vesting of restricted shares of common stock net of forfeitures of $7,000
and $54,000 for the six months ended October 31, 2020 and October 31, 2019 and $25,000 and $30,000 for the three months ended
October 31, 2020 and October 31, 2019. As of October 31, 2020 and October 31, 2019, there was $73,000 and $135,000 of unrecognized
compensation expense related to restricted shares of common stock previously issued under the Equity Plan which had not vested
as of those dates, which is expected to be recognized over the remaining vesting term not to exceed three years.





In connection with the resignation of
a director, the Company (i) issued 12,411 shares of common stock during the three months ended October 31, 2020
pursuant to an equivalent number of deferred common share units previously issued to such director and (ii) paid $20,000
to such director in lieu of issuance of deferred common share units earned for calendar year 2020. The Company recognized
non-cash expense related to deferred common share units expected to be issued to non-employee members of the Company’s
Board of Directors of $35,000 and $53,000 for the six months ended October 31, 2020 and October 31, 2019 and
$21,000 and $23,000 for the three months ended October 31, 2020 and October 31, 2019.













(11)




INTEREST (EXPENSE) INCOME, NET






Interest (expense) income, net consists of:








































































































































Three Months Ended


October 31,



Six Months Ended


October 31,




2020



2019



2020



2019




(in thousands)



(in thousands)


Interest income on savings


$

2



$

43



$

8



$

102


Interest income on notes



1




2




1




3


Interest on deferred purchase price



-




96




-




160


Interest expense



(15

)



-




(15

)



-




$

(12

)


$

141



$

(6

)


$

265





Refer to Note 2 to the consolidated financial statements contained
in the 2020 Form 10-K for detail regarding the deferred purchase price with respect to a former business segment of the Company.













(12)




OTHER INCOME









Other
income

for the three and six months ended October 31, 2020 consist of a settlement payment of $650,000 from a former business
segment of the Company.-Refer to Note 2 to the consolidated financial statements contained in the 2020 Form 10-K for detail regarding
the former business segment of the Company. During the six months ended October 31, 2020, affiliates of the Company and affiliates
of this former business segment entered into a settlement agreement pursuant to which, among other things, the Company received
$650,000 as a settlement payment and $350,000 for rent with respect to properties in Palm Coast, Florida for the period May 2020
through August 2020.













(13)




STOCK REPURCHASES






In August 2020, the Company repurchased 11,847 shares of
common stock of the Company at a price of $4.48 per share in a privately negotiated transaction. As of the date of the repurchase,
the repurchased shares were retired and returned to the status of authorized but unissued shares of common stock.










16











In September 2020, the Board of Directors of the Company
authorized the Company to purchase up to 1,000,000 shares of common stock of the Company from time to time pursuant to a share
repurchase program, subject to the total expenditure for the purchase of shares under the share repurchase program not exceeding
$5,000,000, exclusive of any fees, commissions and other expenses related to such repurchases. Under the share repurchase program,
the Company may have repurchased its common stock from time to time, in amounts, at prices, and at such times as the Company deems
appropriate, subject to market conditions, legal requirements and other considerations. The Company’s repurchases may have
been executed using open market purchases, unsolicited or solicited privately negotiated transactions or other transactions, and
may have been effected pursuant to trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934,
as amended. The share repurchase program did not obligate the Company to repurchase any specific number of shares and may have
been suspended, modified or terminated at any time without prior notice. The share repurchase program did not contain a time limitation
during which repurchases are permitted to occur. In October 2020, the Company repurchased 675,616 shares of common stock of
the Company at a price of $6.18 per share in a privately negotiated transaction pursuant to the share repurchase program. As of
the date of the repurchase, the repurchased shares were retired and returned to the status of authorized but unissued shares of
common stock.













(14)




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 for the periods indicated (in thousands):





















































































































































































































































































































































































































































































































































































































































































































































































































































Land Development



Homebuilding



Corporate



Consolidated


Three months ended October 31, 2020 (a):

















Revenues


$

8,989



$

202



$

65



$

9,256



















Net income (loss)


$

1,693



$

(66

)


$

(829

)


$

798


Provision (benefit) for income taxes



313




(24

)



30




319


Interest expense (income), net (b)



13




-




(1

)



12


Depreciation



8




-




124




132


EBITDA (c)


$

2,027



$

(90

)


$

(676

)


$

1,261


Capital expenditures


$

-



$

3



$

0



$

3



















Three months ended October 31, 2019 (a):

















Revenues


$

3,620



$

-



$

340



$

3,960



















Net income (loss)


$

(352

)


$

-



$

(1,817

)


$

(2,169

)

Provision (benefit) for income taxes



(103

)



-




(519

)



(622

)

Interest expense (income), net (b)



(10

)



-




(131

)



(141

)

Depreciation



4




-




157




161


EBITDA (c)


$

(461

)


$

-



$

(2,310

)


$

(2,771

)

Capital expenditures


$

5



$

-



$

-



$

5



















Six months ended October 31, 2020 (a):

















Revenues


$

12,845



$

202



$

415



$

13,462



















Net income (loss)


$

2,399



$

(152

)


$

(856

)


$

1,391


Provision (benefit) for income taxes



327




(51

)



189




465


Interest expense (income), net (b)



11




-




(5

)



6


Depreciation



22




-




248




270


EBITDA (c)


$

2,759



$

(203

)


$

(424

)


$

2,132


Capital expenditures


$

-



$

3



$

-



$

3


Total assets as of October 31, 2020


$

76,777



$

1,494



$

17,449



$

95,720




































Six months ended October 31, 2019 (a):

















Revenues


$

8,045



$

-



$

682



$

8,727



















Net income (loss)


$

(785

)


$

-



$

(1,580

)


$

(2,365

)

Provision (benefit) for income taxes



(226

)



-




(530

)



(756

)

Interest expense (income), net (b)



(14

)



-




(251

)



(265

)

Depreciation



9




-




280




289


EBITDA (c)


$

(1,016

)


$

-



$

(2,081

)


$

(3,097

)

Capital expenditures


$

5



$

-



$

-



$

5


Total assets as of October 31, 2019


$

71,680



$

-



$

23,949



$

95,629














(a)

Revenue information provided for each segment may include amounts classified as rental revenues
and other revenues in the accompanying consolidated statements of operations. Corporate is net of intercompany eliminations.











(b)

Interest expense (income), net includes inter-segment interest expense (income) that is eliminated
in consolidation.









17


















(c)

The Company uses EBITDA (which the Company defines as income (loss) 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.




Prior to 2020, the Company operated in
primarily one business segment: the real estate business.













(15)




SUBSEQUENT EVENTS






In November 2020, the Company repurchased 143,482 shares
of common stock of the Company at a price of $6.18 per share in a privately negotiated transaction. As of the date of the repurchase, the repurchased shares were retired and returned to the status of authorized
but unissued shares of common stock. The share repurchase was not completed pursuant to the Company’s share repurchase program.





In November 2020, the Company’s share repurchase
program was terminated.



















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: land development
and homebuilding. The Company has no foreign sales or activities outside the United States.

All references to the Company
in this quarterly report on Form 10-Q include the Registrant and its subsidiaries. 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 consolidated financial statements
and related notes thereto included in this report on Form 10-Q and with the Company’s annual report on Form 10-K
for the year ended April 30, 2020, which was filed with the Securities and Exchange Commission on July 27, 2020 (the
“2020 Form 10-K”). Many of the amounts and percentages presented in this Item 2 have been rounded for convenience
of presentation. Unless the context otherwise indicates, all references to 2021 and 2020 are to the fiscal years ending April 30,
2021 and 2020 and all references to the second quarter and first six months of 2021 and 2020 mean the fiscal three month and six
month periods ended October 31, 2020 and 2019.







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 2020 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 2020 Form 10-K and in Note 1 of the notes to the consolidated financial
statements included in this report on Form 10-Q. 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 and assumptions.





The Company’s critical accounting
policies, assumptions and estimates are described in Item 7 of Part II of the 2020 Form 10-K. There have been no
changes in these critical accounting policies.










18











The significant accounting policies of
the Company are described in Note 1 to the consolidated financial statements contained in the 2020 Form 10-K and in Note 1
of the notes to the consolidated financial statements included in this report on Form 10-Q. 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 2020 Form 10-K and in the notes to the consolidated financial
statements included in this report on Form 10-Q. The Company did not adopt any accounting policy in the six months ended October 31,
2020 that had a material effect on its consolidated financial statements.





The Company adopted the following accounting
policies effective May 1, 2020:













·


In August 2018, the Financial Accounting Standards Board (the “FASB”) issued Accounting
Standards Update (“ASU”) No. 2018-13,

Fair Value Measurement: Disclosure Framework



Changes
to the Disclosure Requirements for Fair Value Measurement

. ASU 2018-13 eliminates certain disclosure requirements for fair
value measurements for all entities, requires public entities to disclose certain new information and modifies some disclosure
requirements to improve the effectiveness of disclosures in the notes to financial statements. ASU 2018-13 was effective for the
Company’s fiscal year beginning May 1, 2020. The adoption of ASU 2018-13 by the Company did not have a material effect
on its consolidated financial statements.












·


In August 2018, the FASB issued ASU No. 2018-14,

Compensation—Retirement
Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements
for Defined Benefit Plans.

ASU 2018-14 removes disclosures that no longer are considered cost beneficial, clarifies the
specific requirements of disclosures and adds disclosure requirements identified as relevant for companies with defined benefit
retirement plans. ASU 2018-14 was effective for the Company’s fiscal year beginning May 1, 2020. The adoption of ASU
2018-14 by the Company did not have a material effect on its consolidated financial statements.






RESULTS OF OPERATIONS







For
the three months ended October 31, 2020, the Company recorded net income of $798,000, or $0.10 per share, compared to a
net loss of $2,169,000, or $0.27 per share, for the three months ended October 31, 2019.

For the six months ended
October 31, 2020, the Company recorded net income of $1,391,000, or $0.17 per share, compared to a net loss of
$2,365,000, or $0.29 per share, for the six months ended October 31, 2019.







Revenues



.
The following presents information on revenues for the Company’s operations (dollars

in thousands):













































































































































































Three Months Ended October 31,



Six Months Ended October 31,




2020



2020 vs.


2019



2019



2020



2020 vs.


2019



2019


Land sale revenues


$

8,526




161

%


$

3,266



$

12,013




59

%


$

7,557


Home sale revenues



202






(a)






-




202






(a)






-


Rental revenues



152




(55

)%



341




502




(26

)%



682


Other revenue



376




7

%



353




745




53

%



488


Total revenues


$

9,256




134

%


$

3,960



$

13,462




54

%


$

8,727













(a)



Percentage not meaningful.













·


Land sale revenues for the three and six months ended October 31, 2020 were higher than the
prior periods by $5,260,000 and $4,456,000, primarily due to increased demand for lots by builders. The Company’s land sales
in New Mexico were as follows (dollars in thousands):









19














































































































































































































Three Months Ended October 31, 2020



Three Months Ended  October 31, 2019




Acres


Sold



Revenue



Revenue


Per Acre



Acres


Sold



Revenue



Revenue


Per Acre


Developed

























Residential



17.4



$

8,376



$

481




8.1



$

3,244



$

400


Commercial



0.4




134




335




-




-




-


Total Developed



17.8




8,510




478




8.1




3,244




400


Undeveloped



2.0




16




8




3.5




22




6


Total



19.8



$

8,526



$

431




11.6



$

3,266



$

282








































































































































































































Six Months Ended October 31, 2020



Six Months Ended October 31, 2019




Acres


Sold



Revenue



Revenue


Per Acre



Acres


Sold



Revenue



Revenue


Per Acre


Developed

























Residential



25.1



$

11,863



$

473




18.4



$

7,534



$

409


Commercial



0.4




134




335




-




-




-


Total Developed



25.5




11,997




470




18.4




7,534




409


Undeveloped



2.0




16




8




3.6




23




6


Total



27.5



$

12,013



$

437




22



$

7,557



$

344













·


Home sale revenues for each of the three and six months ended October 31, 2020 were
higher than the prior periods by $202,000 due to the Company completing its first home sale to a customer during the three
months ended October 31, 2020. The Company closed on one home during the three months ended October 31, 2020 at
a selling price of $202,000. As of October 31, 2020, the Company had (a) a backlog of 11 homes under contract
representing $2,311,000 of expected sales revenue when closed, subject to customer cancellations and change orders, and
(b) 17 homes in production.












·


Rental revenues for the three and six months ended October 31, 2020 were lower than the
prior periods by $189,000 and $180,000 due to a decrease in rent received from tenants at the Company’s warehouse and
office buildings in Palm Coast, Florida offset by a new lease at a retail building in the Las Fuentes at Panorama Village
subdivision in Rio Rancho, New Mexico.












·


Other revenues for the three and six months ended October 31, 2020 were higher than the prior
periods by $23,000 and $257,000. Other revenues consist of:







































































































































Three Months Ended


October 31,



Six Months Ended


October 31,




2020



2019



2020



2019




(in thousands)



(in thousands)


Oil & gas royalties


$

25



$

-



$

36



$

-


Private infrastructure reimbursement covenants



245




140




378




231


Public improvement district reimbursements



69




26




244




26


Miscellaneous other revenue



37




187




87




231




$

376



$

353



$

745



$

488






Miscellaneous
o

ther revenue for the three and six months ended October 31, 2020 primarily consist of payments for impact fee credits
and a land condemnation. Miscellaneous other revenue for the three and six months ended October 31, 2019 primarily consist of
forfeited deposits and non-refundable option payments.







Cost
of Revenues



. The following presents information on cost of revenues for the Company’s
operations (dollars

in thousands):




























































































Three Months Ended October 31,



Six Months Ended October 31,




2020



2020 vs. 2019



2019



2020



2020 vs. 2019



2019


Land sale costs


$

6,430




132

%


$

2,771



$

9,109




42

%


$

6,426


Home sale costs


$

174






(a)






-



$

174






(a)






-













(a)



Percentage not meaningful.










20



















·


Land sale cost of revenues for the three and six months ended October 31, 2020 were
higher than the prior periods by $3,659,000 and $2,683,000. The average gross profit percentage on land sales in New Mexico
before indirect costs was 25% and 24% for the three and six months ended October 31, 2020 compared to 15% for each of
the three and six months ended October 31, 2019. The profit percentage increase was attributable to the demand for lots
by builders resulting in higher revenue per developed lot. 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.












·


Home sale cost of revenues for the three and six months ended October 31, 2020 were
higher than the prior periods by $174,000 for each period due to the Company completing its first home sale to a customer
during the three months ended October 31, 2020. Home sale gross margins was 14% for each of the three and six months
ended October 31, 2020.






General
and Administrative Expenses


.

The following presents select information on

general
and administrative expenses

for the Company’s operations (dollars

in thousands):























































































































Three Months Ended October 31,



Six Months Ended October 31,




2020



2020 vs. 2019



2019



2020



2020 vs. 2019



2019


Land development


$

665




10

%


$

602



$

1,271





<1%




$

1,274


Homebuilding


$

118






(a)





$

-



$

231






(a)





$

-


Corporate


$

740




(79

)%


$

3,519



$

1,465




(67

)%


$

4,413













(a)



Percentage not meaningful.













·


Land development general and administrative expenses for the three months ended October 31,
2020 were higher than the prior three month period by $63,000, primarily due
to homebuilding expenses transitioning to a new business segment offset by increased employee hiring, increased health care
benefit costs and reduced professional fees. Land development general and administrative expenses for the
six months ended October 31, 2020 were lower than the prior six month period by $3,000.












·


Homebuilding general and administrative expenses for the three and six months
ended October 31, 2020 were higher than the prior periods by $118,000 and $231,000, due to homebuilding being a new business segment.












·


Corporate general and administrative expenses for the three and six months
ended October 31, 2020 were lower than the prior periods by $2,779,000 and $2,948,000, primarily due to a non-cash pre-tax pension
settlement charge of $2,929,000 partially offset by the monthly pension accrual in the three and six months ended October 31, 2019
as a result of the Company’s defined benefit pension plan paying an aggregate of $7,280,000 in lump sum payouts of pension
benefits to former employees.






Interest (expense) income, net decreased
to $(12,000) and $(6,000) for the three and six months ended October 31, 2020 from $141,000 and $265,000 for the three and six
months ended October 31, 2019, primarily due to a reduction in interest rates on cash balances and the elimination of the deferred
purchase price and interest accrual related thereto with respect to the sale of the Company’s fulfillment services business
(refer to Note 2 to the consolidated financial statements contained in the 2020 Form 10-K for detail regarding the non-cash impairment
charge of the deferred purchase price related to the sale of the Company’s fulfillment services business), partially offset
by a reduction in interest expense.






Other
income

for the six months ended October 31, 2020 consist of a settlement payment of $650,000 from a former business
segment of the Company (refer to Note 2 to the consolidated financial statements contained in the 2020 Form 10-K for detail
regarding the settlement agreement).










21












The
Company had a provision for income taxes of $319,000 and $465,000

for the three and six months ended October 31, 2020
compared to a benefit for income taxes of $622,000 and $756,000 for the three and six months ended October 31, 2019.

This
change is caused by

the three and six months ended October 31, 2020 reporting income in both periods, compared to the three
and six months ended October 31, 2019 reporting losses in both periods.







LIQUIDITY AND CAPITAL RESOURCES







The
Company’s primary sources of funding for working capital requirements are cash flow from operations, bank financing for specific
real estate projects and existing cash balances. The Company’s liquidity is affected by many factors, including some that
are based on normal operations and some that are related to the real estate industry 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 2020 Form 10-K.






Operating Activities






Real
estate inventory increased from $53,449,000 at April 30, 2020 to $53,925,000 at October 31, 2020, primarily due to increased
land development activity, the acquisition of land

and homebuilding construction, offset in part by real estate land sales.
Investment assets, net increased from $18,644,000 at April 30, 2020 to $18,970,000 at October 31, 2020, primarily due
to capitalization of costs related to the construction of a single tenant retail building, offset in part by depreciation. Other
assets increased from $934,000 at April 30, 2020 to $1,544,000 at October 31, 2020, primarily due to an increase in prepaid
expenses.





Accounts payable and accrued expenses
increased from $3,125,000 at April 30, 2020 to $4,700,000 at October 31, 2020, primarily due to an increase in
builders’ deposits and land development activity in New Mexico. Accrued pension costs decreased from $5,014,000 at
April 30, 2020 to $3,195,000 at October 31, 2020, primarily due to a voluntary contribution of $1,847,000 to the
Company’s defined benefit pension plan.






Financing Activities






Notes
payable, net increased from $3,890,000 at April 30, 2020 to $5,803,000 at

October 31, 2020, primarily due to additional
borrowings to fund land development activities, partially offset by repayments made on outstanding borrowings.





Refer to Notes 8 and 17 to the consolidated
financial statements contained in the 2020 Form 10-K for additional detail about each of the following outstanding financing
facilities that were entered into prior to May 1, 2020:













·



Lomas Encantadas Subdivision

.












o


In June 2019, BOKF, NA dba Bank of Albuquerque (“BOKF”) provided a non-revolving
line of credit to Lomas Encantadas Development Company LLC (“LEDC”), a subsidiary of the Company. The initial available
principal amount of the loan was $2,475,000. The outstanding principal amount of the loan was $105,000 as of October 31, 2020.
LEDC made principal repayments of $1,538,000 during the six months ended October 31, 2020 and $675,000 during the year ended
April 30, 2020. The interest rate on the loan at October 31, 2020 was 3.14%. The Company capitalized interest and fees
related to this loan of $16,000 and $2,000 for the six months ended October 31, 2020 and October 31, 2019 and $4,000
and $2,000 for the three months ended October 31, 2020 and October 31, 2019. The total book value of the property mortgaged
pursuant to this loan was $3,049,000 as of October 31, 2020. At October 31, 2020, LEDC was in compliance with the financial
covenants contained within the loan documentation.












o


In September 2020, LEDC entered into a Development Loan Agreement with BOKF. The Development
Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory Note and is secured by a Mortgage, Security Agreement
and Financing Statement, between LEDC and BOKF with respect to certain planned residential lots within the Lomas Encantadas subdivision
located in Rio Rancho, New Mexico. Pursuant to a Guaranty Agreement entered into by AMREP Southwest Inc. (“ASW”), a
subsidiary of the Company, in favor of BOKF, ASW guaranteed LEDC’s obligations under each of the above agreements.









22



















§



Initial Available Principal

: Pursuant to the loan documentation, BOKF agrees to lend up
to $2,400,000 to LEDC on a non-revolving line of credit basis to partially fund the development of certain planned residential
lots within the Lomas Encantadas subdivision.












§



Outstanding Principal Amount and Repayments

: The outstanding principal amount of the loan
was $26,500 as of October 31, 2020. LEDC made no principal repayments during the six months ended October 31, 2020. LEDC
is required to make periodic principal repayments of borrowed funds not previously repaid as follows: $1,144,000 on or before December 22,
2022, $572,000 on or before March 22, 2023, $572,000 on or before June 22, 2023 and $112,000 on or before September 22,
2023. The outstanding principal amount of the loan may be prepaid at any time without penalty.












§



Maturity Date

: The loan is scheduled to mature in September 2023.












§



Interest Rate

: Interest on the outstanding principal amount of the loan is payable monthly
at the annual rate equal to the London Interbank Offered Rate for a thirty-day interest period plus a spread of 3.0%, adjusted
monthly, subject to a minimum interest rate of 3.75%. The interest rate on the loan at October 31, 2020 was 3.75%.












§



Lot Release Price

: BOKF is required to release the lien of its mortgage on any lot upon
LEDC making a principal payment of $44,000.




LEDC and ASW made certain
representations and warranties in connection with this loan and are required to comply with various covenants, reporting
requirements and other customary requirements for similar loans. The loan documentation contains customary events of default
for similar financing transactions, including LEDC’s failure to make principal, interest or other payments when due;
the failure of LEDC or ASW to observe or perform their respective covenants under the loan documentation; the representations
and warranties of LEDC or ASW being false; the insolvency or bankruptcy of LEDC or ASW; and the failure of ASW to maintain a
net worth of at least $32 million. Upon the occurrence and during the continuance of an event of default, BOKF may declare
the outstanding principal amount and all other obligations under the loan immediately due and payable. LEDC incurred
customary costs and expenses and paid certain fees to BOKF in connection with the loan. At October 31, 2020, LEDC was in
compliance with the financial covenants contained in the loan documentation. The total book value of the property mortgaged pursuant to
this loan was $289,000 as of October 31, 2020. The Company’s capitalized interest and fees related to this loan were
immaterial during the three and six months ended October 31, 2020.













·



Hawk Site Subdivision

. In February 2020, Sandia Laboratory Federal Credit Union
(“SLFCU”) provided a revolving line of credit to Mountain Hawk East Development Company LLC
(“MHEDC”), a subsidiary of the Company. The initial available principal amount of the loan was $3,000,000,
subject to certain limitations. The outstanding principal amount of the loan was $201,000 as of October 31, 2020. MHEDC
made principal repayments of $1,935,000 during the six months ended October 31, 2020; MHEDC made no principal repayments
during the year ended April 30, 2020. The interest rate on the loan at October 31, 2020 was 4.5%. The Company
capitalized interest and fees related to this loan of $1,000 during each of the three and six months ended October 31,
2020. The total book value of the property mortgaged pursuant to this loan was $2,374,000 as of
October 31, 2020. At October 31, 2020, MHEDC was in compliance with the financial covenants contained within the
loan documentation.












·



Las Fuentes at Panorama Village Subdivision

. In January 2020, BOKF provided a non-revolving
line of credit to Las Fuentes Village II, LLC (“LFV”), a subsidiary of the Company. The initial available principal
amount of the loan was $2,750,000. The outstanding principal amount of the loan was $2,514,000 as of October 31, 2020. LFV
made no principal repayments during the six months ended October 31, 2020 or during the year ended April 30, 2020. The
interest rate on the loan at October 31, 2020 was 3.06%. The Company capitalized interest and fees related to this loan of
$1,000 and $19,000 during the three and six months ended October 31, 2020. The total book value of the property mortgaged
pursuant to this loan was $2,884,000 as of October 31, 2020. At October 31, 2020, LFV was in compliance with the financial
covenants contained within the loan documentation.









23



















·



Meso AM Subdivision

.












o



Acquisition Financing

: The acquisition of the Meso AM subdivision in Bernalillo County,
New Mexico in June 2020 by Lavender Fields, LLC (“LF”), a subsidiary of the Company, included $1,838,000 of deferred
purchase price, of which $919,000 is payable without interest on or before June 2021 and $919,000 is payable without interest
on or before June 2022. The total book value of the property mortgaged to secure payment of a note reflecting the deferred
purchase price was $4,511,000 as of October 31, 2020. At October 31, 2020, LF was in compliance with the financial covenants
contained within the loan documentation.












o



Development Financing

. In June 2020, BOKF provided a non-revolving line of credit to
LF. The initial available principal amount of the loan was $3,750,000. The outstanding principal amount of the loan was $852,000
as of October 31, 2020. LF made no principal repayments during the six months ended October 31, 2020. The interest rate
on the loan at October 31, 2020 was 3.75%. The Company capitalized interest and fees related to this loan of $3,000 during
each of the three and six months ended October 31, 2020. The total book value of the property mortgaged pursuant to this loan
was $4,511,000 as of October 31, 2020. At October 31, 2020, LF was in compliance with the financial covenants contained
within the loan documentation.












·



SBA Paycheck Protection Program

. In April 2020, BOKF provided a loan to the Company
pursuant to the Paycheck Protection Program administered by the U.S. Small Business Administration. The amount of the loan was
$298,000. The outstanding principal amount of the loan was $298,000 as of October 31, 2020. The Company made no principal
repayments during the six months ended October 31, 2020 or during the year ended April 30, 2020. The interest rate on
the loan at October 31, 2020 was 1.0%. The Company did not capitalize any interest or fees related to this loan during the
six months ended October 31, 2020. At October 31, 2020, the Company was in compliance with the financial covenants contained
within the loan documentation. The loan provides that all or a portion of the principal balance may be forgiven if certain conditions
are met.




The Company’s share repurchase activity is described below:













·


In August 2020, the Company repurchased 11,847 shares of common stock of the Company at a
price of $4.48 per share in a privately negotiated transaction. As of the date of the repurchase, the repurchased shares were retired
and returned to the status of authorized but unissued shares of common stock.












·


In September 2020, the Board of Directors of the Company authorized the Company to purchase
up to 1,000,000 shares of common stock of the Company from time to time pursuant to a share repurchase program, subject to the
total expenditure for the purchase of shares under the share repurchase program not exceeding $5,000,000, exclusive of any fees,
commissions and other expenses related to such repurchases. Under the share repurchase program, the Company may have repurchased
its common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market
conditions, legal requirements and other considerations. The Company’s repurchases may have been executed using open market
purchases, unsolicited or solicited privately negotiated transactions or other transactions, and may have been effected pursuant
to trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The share repurchase
program did not obligate the Company to repurchase any specific number of shares and may have been suspended, modified or terminated
at any time without prior notice. The share repurchase program did not contain a time limitation during which repurchases are permitted
to occur. In October 2020, the Company repurchased 675,616 shares of common stock of the Company at a price of $6.18 per share
in a privately negotiated transaction pursuant to the share repurchase program. As of the date of the repurchase, the repurchased
shares were retired and returned to the status of authorized but unissued shares of common stock.









24



















·


In November 2020, the Company repurchased 143,482 shares of common stock of the Company at
a price of $6.18 per share in a privately negotiated transaction during the three months ended October 31, 2020. As of the
date of the repurchase, the repurchased shares were retired and returned to the status of authorized but unissued shares of common
stock. The share repurchase was not completed pursuant to the Company’s share repurchase program.












·


In November 2020, the Company’s share repurchase program was terminated.





Investing Activities






Capital
expenditures

were $3,000 and $3,000 for the three and six months ended October 31, 2020 compared to $1,000 and $26,000
for the three and six months ended October 31, 2019, primarily due to purchases of office furniture and computer equipment.







Statement of Forward-Looking Information






The Private Securities Litigation Reform
Act of 1995 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 Private Securities Litigation Reform Act of 1995. 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 (1) the Company’s expected
liquidity sources, (2) the availability of bank financing for projects, (3) the utilization of existing bank
financing, (4) the timing of development of land held as investment assets, (5) the backlog of homes under contract
and the dollar amount of expected sales revenue when such homes are closed, (6) the offering of sales incentives to home
buyers, (7) the effect of recent accounting pronouncements, (8) the timing of recognizing unrecognized compensation
expense related to shares of common stock issued under the AMREP Corporation 2016 Equity Compensation Plan, (9) the
future issuance of deferred common share units to directors of the Company, (10) the future business conditions that may
be experienced by the Company and (11) the forgiveness of any amounts due under the loan issued pursuant to the Paycheck
Protection Program. 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.










25






















Item 4.





Controls and Procedures







Evaluation of Disclosure Controls and
Procedures





The Company’s management, with the
participation of the Company’s Chief Executive Officer and Vice President, Finance and Accounting, 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 Company’s Chief Executive
Officer and Vice President, Finance and Accounting have concluded that such disclosure controls and procedures were effective as
of October 31, 2020 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 the Company’s Chief Executive Officer and Vice President, Finance and Accounting,
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” (as such term is defined in Rules 13a-15(f) and 15d-15(f) of
the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, internal control over financial reporting.










26














PART II. OTHER INFORMATION

















Item
2




.




Unregistered Sales of Equity Securities and Use
of Proceeds







The
following table sets forth all purchases made by or on behalf of the Company or any “affiliated purchaser” as defined
in Rule 10b-18(a)(3) under the Exchange Act, of shares of common stock of the Company made during each month within the

three months ended October 31, 2020:

































































































Period


Total


Number of


Shares


Purchased



Average


Price Paid


Per Share



Total Number of


Shares Purchased as


Part of Publicly


Announced Plans or


Programs




Maximum Number of


Shares that May Yet Be


Purchased Under the Plans


or Programs

(1)




August 1, 2020 – August 31, 2020




11,847

(2)





$

4.48




-




-


September 1, 2020 – September 30, 2020



-




-




-




1,000,000


October 1, 2020 – October 31, 2020




675,616

(3)






6.18




675,616




324,384


Total



687,463



$

6.15




675,616




324,384






_____________________________





(1)            In
September 2020, the Board of Directors of the Company authorized the Company to purchase up to 1,000,000 shares of common
stock of the Company from time to time pursuant to a share repurchase program, subject to the total expenditure for the purchase
of shares under the share repurchase program not exceeding $5,000,000, exclusive of any fees, commissions and other expenses related
to such repurchases. As of October 31, 2020, the share repurchase program had 324,384 shares that may yet be purchased under
the program, subject to the total expenditure for the purchase of such shares not exceeding an additional $824,693, exclusive of
any fees, commissions and other expenses related to such repurchases. Under the share repurchase program, the Company may have
repurchased its common stock from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject
to market conditions, legal requirements and other considerations. The Company’s repurchases may have been executed using
open market purchases, unsolicited or solicited privately negotiated transactions or other transactions, and may have been effected
pursuant to trading plans intended to qualify under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The share
repurchase program did not obligate the Company to repurchase any specific number of shares and may have been suspended, modified
or terminated at any time without prior notice. The share repurchase program did not contain a time limitation during which repurchases
are permitted to occur. In November 2020, the Company’s share repurchase program was terminated.





(2)           In
August 2020, the Company repurchased 11,847 shares of common stock of the Company at a price of $4.48 per share in a privately
negotiated transaction. As of the date of the repurchase, the repurchased shares were retired and returned to the status of authorized
but unissued shares of common stock. The share repurchase was not completed pursuant to a publicly announced share repurchase program
of the Company.





(3)           In
October 2020, the Company repurchased 675,616 shares of common stock of the Company at a price of $6.18 per share in a privately
negotiated transaction. As of the date of the repurchase, the repurchased shares were retired and returned to the status of authorized
but unissued shares of common stock. The share repurchase was completed pursuant to a publicly announced share repurchase program
of the Company.










27
















Item
6




.

Exhibits





























































































































Exhibit


Number





Description







3.1





By-laws, as amended. (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed September 9, 2020)







10.1





Development Loan Agreement, dated as of September 22, 2020, between BOKF, NA dba Bank of Albuquerque and Lomas Encantadas Development Company, LLC. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed September 23, 2020)







10.2





Non-Revolving Line of Credit Promissory Note, dated September 22, 2020, by Lomas Encantadas Development Company, LLC in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed September 23, 2020)







10.3





Mortgage, Security Agreement and Financing Statement, dated as of September 22, 2020, between BOKF, NA dba Bank of Albuquerque and Lomas Encantadas Development Company, LLC. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed September 23, 2020)







10.4





Guaranty Agreement, dated as of September 22, 2020, made by AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed September 23, 2020)







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










28















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:  December 8, 2020



AMREP CORPORATION


(Registrant)







By:



/s/  Adrienne M.
Uleau





Name: Adrienne M. Uleau





Title: Vice President, Finance and Accounting (Principal
Accounting Officer)










29















EXHIBIT INDEX





























































































































Exhibit


Number





Description







3.1





By-laws, as amended. (Incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K filed September 9, 2020)







10.1





Development Loan Agreement, dated as of September 22, 2020, between BOKF, NA dba Bank of Albuquerque and Lomas Encantadas Development Company, LLC. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed September 23, 2020)







10.2





Non-Revolving Line of Credit Promissory Note, dated September 22, 2020, by Lomas Encantadas Development Company, LLC in favor of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K filed September 23, 2020)







10.3





Mortgage, Security Agreement and Financing Statement, dated as of September 22, 2020, between BOKF, NA dba Bank of Albuquerque and Lomas Encantadas Development Company, LLC. (Incorporated by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K filed September 23, 2020)







10.4





Guaranty Agreement, dated as of September 22, 2020, made by AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of Albuquerque. (Incorporated by reference to Exhibit 10.4 to Registrant’s Current Report on Form 8-K filed September 23, 2020)







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










30






The above information was disclosed in a filing to the SEC. To see the filing, click here.

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