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[10-Q] AMREP Corporation Quarterly Earnings Report

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2025

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.

 

 

850 West Chester Pike,

Suite 205, Havertown, PA

19083

Address of Principal Executive Offices

Zip Code

(610) 487-0905

Registrant’s Telephone Number, Including Area Code

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      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     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  

Smaller reporting company 

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 

Number of Shares of Common Stock, par value $.10 per share, outstanding at September 5, 2025 – 5,305,949.

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AMREP CORPORATION AND SUBSIDIARIES

INDEX

PART I. FINANCIAL INFORMATION

PAGE NO.

Item 1.

Financial Statements

Condensed Consolidated Balance Sheets July 31, 2025 (Unaudited) and April 30, 2025

2

Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended July 31, 2025 and 2024

3

Condensed Consolidated Statements of Comprehensive Income (Unaudited) Three Months Ended July 31, 2025 and 2024

4

Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) Three Months Ended July 31, 2025 and 2024

5

Condensed Consolidated Statements of Cash Flows (Unaudited) Three Months Ended July 31, 2025 and 2024

6

Notes to Condensed Consolidated Financial Statements (Unaudited)

7

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15

Item 4.

Controls and Procedures

21

PART II. OTHER INFORMATION

Item 5.

Other Information

22

Item 6.

Exhibits

22

SIGNATURE

23

EXHIBIT INDEX

24

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PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

July 31, 

April 30, 

2025

2025

    

(Unaudited)

    

ASSETS

 

  

 

  

Cash and cash equivalents

$

48,938

$

39,466

Restricted cash

486

455

Real estate inventory

64,782

66,750

Investment assets, net

15,910

14,880

Other assets

3,168

2,939

Income taxes receivable, net

84

317

Deferred income taxes, net

7,292

8,969

TOTAL ASSETS

$

140,660

$

133,776

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

  

 

  

LIABILITIES:

 

  

 

  

Accounts payable and accrued expenses

$

5,906

$

3,789

Notes payable

 

25

 

26

TOTAL LIABILITIES

 

5,931

 

3,815

Commitments and Contingencies (Note 11)

SHAREHOLDERS’ EQUITY:

 

  

 

  

Common stock, $.10 par value; shares authorized – 20,000,000; shares issued – 5,305,949 at July 31, 2025 and 5,287,449 at April 30, 2025

 

531

528

Capital contributed in excess of par value

 

33,482

 

33,409

Retained earnings

 

100,716

 

96,024

TOTAL SHAREHOLDERS’ EQUITY

 

134,729

 

129,961

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$

140,660

$

133,776

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.

2

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

Three Months Ended July 31, 2025 and 2024

(Amounts in thousands, except per share amounts)

Three Months ended July 31,

    

2025

    

2024

REVENUES:

 

  

 

  

Land sale revenues

$

7,494

$

9,349

Home sale revenues

9,570

8,992

Other revenues

 

787

 

750

Total revenues

 

17,851

 

19,091

COSTS AND EXPENSES:

 

  

 

Land sale cost of revenues, net

 

2,352

 

4,909

Home sale cost of revenues

7,180

7,245

Other cost of revenues

 

326

 

314

General and administrative expenses

 

1,847

1,631

Total costs and expenses

 

11,705

 

14,099

Operating income

6,146

4,992

Interest income, net

 

456

 

281

Income before income taxes

6,602

5,273

Provision for income taxes

1,910

1,209

Net income

$

4,692

$

4,064

Earnings per share – basic

$

0.88

$

0.77

Earnings per share – diluted

$

0.87

$

0.76

Weighted average number of common shares outstanding – basic

 

5,326

 

5,309

Weighted average number of common shares outstanding – diluted

 

5,375

 

5,353

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.

3

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

Three Months Ended July 31, 2025 and 2024

(Amounts in thousands)

Three Months ended

July 31, 

    

2025

    

2024

Net income

$

4,692

$

4,064

Other comprehensive income

 

 

Total comprehensive income

$

4,692

$

4,064

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.

4

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

Three Months Ended July 31, 2025 and 2024

(Amounts in thousands)

Capital

Accumulated

Contributed

Other

Common Stock

in Excess of

Retained

Comprehensive

    

Shares

    

Amount

    

Par Value

    

Earnings

    

Income

    

Total

Balance, May 1, 2025

 

5,287

$

528

$

33,409

$

96,024

$

$

129,961

Issuance of restricted common stock

19

3

3

Stock compensation expense

60

60

Compensation related to issuance of option to purchase common stock

13

13

Net income

4,692

4,692

Balance, July 31, 2025

 

5,306

$

531

$

33,482

$

100,716

$

$

134,729

Balance, May 1, 2024

5,271

$

526

$

32,986

$

83,308

$

1,230

$

118,050

Issuance of restricted common stock

16

Stock compensation expense

44

44

Compensation related to issuance of option to purchase common stock

13

13

Net income

4,064

4,064

Balance, July 31, 2024

 

5,287

$

526

$

33,043

$

87,372

$

1,230

$

122,171

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.

5

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AMREP CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Three Months Ended July 31, 2025 and 2024

(Amounts in thousands)

Three Months Ended July 31,

    

2025

    

2024

CASH FLOWS FROM OPERATING ACTIVITIES:

 

  

 

  

Net income

$

4,692

$

4,064

Adjustments to reconcile net income to net cash provided by operating activities:

 

  

 

  

Depreciation

 

78

 

48

Non-cash credits and charges:

 

 

Stock-based compensation

 

100

 

89

Deferred income tax provision

 

1,677

 

980

Changes in assets and liabilities:

 

  

 

  

Real estate inventory

 

1,968

 

5,700

Investment assets, net

 

(1,030)

 

(488)

Other assets

 

(297)

 

221

Accounts payable and accrued expenses

 

2,104

 

(309)

Income taxes receivable, net

 

233

 

386

Net cash provided by operating activities

 

9,525

 

10,691

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

Capital expenditures of property and equipment

 

(20)

 

(34)

Net cash used in investing activities

 

(20)

 

(34)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

Debt payments

 

(2)

 

(1)

Net cash used in financing activities

 

(2)

 

(1)

Increase in cash, cash equivalents and restricted cash

 

9,503

 

10,656

Cash, cash equivalents and restricted cash, beginning of period

 

39,921

 

30,241

Cash, cash equivalents and restricted cash, end of period

$

49,424

$

40,897

SUPPLEMENTAL CASH FLOW INFORMATION:

 

  

 

  

Income taxes refunded, net

$

$

127

The accompanying notes to unaudited condensed consolidated financial statements are an integral part of these unaudited condensed consolidated financial statements.

6

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AMREP CORPORATION AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Three Months Ended July 31, 2025 and 2024

(1)           SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES

The accompanying unaudited condensed 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. Unless the context otherwise indicates, all references to the Company in this quarterly report on Form 10-Q include the Company and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

In the opinion of management, these unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, considered necessary to reflect a fair statement 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 2026 and 2025 are to the fiscal years ending April 30, 2026 and 2025.

The unaudited condensed 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, 2025, which was filed with the SEC on July 25, 2025 (the “2025 Form 10-K”). The significant accounting policies used in preparing these unaudited condensed consolidated financial statements are consistent with the accounting policies described in the 2025 Form 10-K.

Other than as provided in Note 1 to the consolidated financial statements contained in the 2025 Form 10-K, there are no new accounting standards or updates to be adopted that the Company currently believes might have a significant impact on its unaudited condensed consolidated financial statements.

(2)         REAL ESTATE INVENTORY

Real estate inventory consists of (in thousands):

July 31, 

April 30, 

    

2025

    

2025

Land inventory

$

51,127

$

50,030

Homebuilding model and completed inventory

10,120

13,090

Homebuilding construction in process

3,535

3,630

Total

$

64,782

$

66,750

Refer to Note 2 to the consolidated financial statements contained in the 2025 Form 10-K for detail regarding real estate inventory. No interest was capitalized in real estate inventory for the three months ended July 31, 2025 or July 31, 2024. Loan costs and real estate taxes capitalized in real estate inventory were $11,000 and $29,000 for the three months ended July 31, 2025 and July 31, 2024.

(3)          INVESTMENT ASSETS

Investment assets, net consist of (in thousands):

    

July 31,

    

April 30,

2025

2025

Land held for long-term investment

$

8,507

$

8,843

Owned real estate leased or intended to be leased

 

7,612

 

6,207

Less accumulated depreciation

(209)

(170)

Owned real estate leased or intended to be leased, net

7,403

6,037

Total

$

15,910

$

14,880

7

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Refer to Note 3 to the consolidated financial statements contained in the 2025 Form 10-K for detail regarding investment assets. As of July 31, 2025, the Company leased 27 homes to residential tenants. As of April 30, 2025, the Company leased 21 homes to residential tenants. Depreciation associated with owned real estate leased or intended to be leased was $39,000 and $24,000 for the three months ended July 31, 2025 and July 31, 2024.

(4)          OTHER ASSETS

Other assets consist of (in thousands):

    

July 31, 

    

April 30, 

2025

2025

Prepaid expenses

$

704

$

470

Miscellaneous assets

296

283

Property

2,078

2,060

Equipment

569

567

Less accumulated depreciation of property and equipment

(479)

(441)

Property and equipment, net

2,168

2,186

Total

$

3,168

$

2,939

Prepaid expenses as of July 31, 2025 primarily consist of land development cash collateralized performance guaranties and insurance. Prepaid expenses as of April 30, 2025 primarily consist of land development cash collateralized performance guaranties and insurance. Amortized lease cost for right-of-use assets associated with the leases of office facilities was $7,000 and $7,000 for the three months ended July 31, 2025 and July 31, 2024. Depreciation expense associated with property and equipment was $39,000 and $24,000 for the three months ended July 31, 2025 and July 31, 2024.

(5)          ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

    

July 31, 

    

April 30, 

2025

2025

Land development and homebuilding operations

Accrued expenses

$

1,479

$

1,083

Trade payables

 

3,006

 

1,305

Customer deposits

780

833

5,265

3,221

Corporate operations

641

568

Total

$

5,906

$

3,789

8

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(6)          NOTES PAYABLE

The following tables present information on the Company’s notes payable in effect as of July 31, 2025 (dollars in thousands):

    

Principal Amount

    

Available for

Outstanding Principal

New Borrowings

Amount

    

July 31, 

July 31, 

April 30, 

Loan Identifier

Lender

2025

2025

    

2025

Revolving Line of Credit

BOKF

 

$

3,688

 

$

 

$

Equipment Financing

DC

25

26

Total

$

3,688

$

25

$

26

July 31, 2025

Interest

Mortgaged Property

Scheduled

Loan Identifier

    

Rate

    

Book Value

    

Maturity

Revolving Line of Credit

 

7.49

%  

$

1,721

August 2028

Equipment Financing

 

2.35

%  

 

25

June 2028

Principal Repayments

Capitalized Interest and Fees

Three Months Ended

Three Months Ended

July 31, 

July 31, 

Loan Identifier

    

2025

    

2024

    

2025

    

2024

Revolving Line of Credit

$

$

$

$

Equipment Financing

 

2

 

1

 

 

Total

$

2

$

1

$

$

As of July 31, 2025, the Company was in compliance with the financial covenants contained in the loan documentation for the then outstanding notes payable. Refer to Note 6 to the consolidated financial statements contained in the 2025 Form 10-K for detail about the above notes payable.

As of July 31, 2025, the Company had (a) loan reserves outstanding under its Revolving Line of Credit in the aggregate principal amount of $1,812,000 in favor of a municipality guarantying the completion of improvements in a subdivision being constructed by the Company and (b) $250,000 reserved under its Revolving Line of Credit for credit card usage. The amounts under the loan reserves and credit card reserve are not reflected as outstanding principal in notes payable.

The following table summarizes the notes payable scheduled principal repayments subsequent to July 31, 2025 (in thousands):

Fiscal Year

    

Scheduled Payments

2026

$

6

2027

9

2028

 

9

2029

 

1

Total

$

25

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(7)          REVENUES

Land sale revenues. Land sale revenues are sales of developed residential land, developed commercial land and undeveloped land.

Home sale revenues. Home sale revenues are sales of homes constructed and sold by the Company.

Other revenues. Other revenues consist of (in thousands):

Three Months Ended

July 31, 

    

2025

    

2024

Landscaping revenues

$

541

$

621

Miscellaneous other revenues

 

246

 

129

Total

$

787

$

750

Refer to Note 7 to the consolidated financial statements contained in the 2025 Form 10-K for detail about the categories of other revenues.

Miscellaneous other revenues for the three months ended July 31, 2025 primarily consist of management fees for homeowners’ associations and residential rental revenues. Miscellaneous other revenues for the three months ended July 31, 2024 primarily consist of extension fees for purchase contracts and residential rental revenues.

Major customers. A substantial majority of land sale revenues was received from three customers during the three months ended July 31, 2025 and three customers during the three months ended July 31, 2024. Other than receivables for immaterial amounts (if any), there were no outstanding receivables from these customers as of July 31, 2025 or July 31, 2024. There was one customer that contributed in excess of 10% of the Company’s revenues for the three months ended July 31, 2025. The revenues from this customer for the three months ended July 31, 2025 were $2,524,000, with this revenue being reported in the Company’s land development business segment. There were two customers that each contributed in excess of 10% of the Company’s revenues for the three months ended July 31, 2024. The revenues from each such customer for the three months ended July 31, 2024 were as follows: $6,036,000 and $1,935,000, with each of these revenues reported in the Company’s land development business segment.

(8)          COST OF REVENUES

Land sale cost of revenues, net consists of (in thousands):

    

Three Months Ended

July 31, 

    

2025

    

2024

Land sale cost of revenues

$

3,125

$

7,146

Less:

 

Public improvement district reimbursements

 

(305)

(812)

Private infrastructure covenant reimbursements

 

(101)

(242)

Payments for impact fee credits

 

(367)

(1,183)

Land sale cost of revenues, net

$

2,352

$

4,909

Refer to Note 8 to the consolidated financial statements contained in the 2025 Form 10-K for detail about land sale cost of revenues, net.

Home sale cost of revenues includes costs for residential homes that were sold.

Other cost of revenues for each of the three months ended July 31, 2025 and July 31, 2024 consists of the cost of goods sold for landscaping services.

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(9)          GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses consist of (in thousands):

Three Months Ended

July 31, 

    

2025

    

2024

Land development

$

988

$

908

Homebuilding

 

447

390

Corporate

412

333

Total

$

1,847

$

1,631

(10)          BENEFIT PLANS

401(k). Refer to Note 11 to the consolidated financial statements contained in the 2025 Form 10-K for detail regarding the Company’s 401(k) plan. The Company accrued $31,000 and $41,000 during the three months ended July 31, 2025 and July 31, 2024 for its 401(k) employer contribution.

Equity compensation plan. Refer to Note 11 to the consolidated financial statements contained in the 2025 Form 10-K for detail regarding the AMREP Corporation 2016 Equity Compensation Plan (the “Equity Plan”). The summary of the restricted share award activity for the three months ended July 31, 2025 presented below represents the maximum number of shares that could become vested after that date:

    

Number of

Restricted share awards

Shares

Non-vested as of April 30, 2025

 

31,942

Granted during the three months ended July 31, 2025

 

18,500

Vested during the three months ended July 31, 2025

 

(15,715)

Forfeited during the three months ended July 31, 2025

 

Non-vested as of July 31, 2025

 

34,727

The Company recognized non-cash compensation expense related to the vesting of restricted shares of common stock net of forfeitures of $64,000 and $53,000 for the three months ended July 31, 2025 and July 31, 2024. As of July 31, 2025, there was $569,000 of unrecognized compensation expense related to restricted shares of common stock previously issued under the Equity Plan which had not vested, which is expected to be recognized over the remaining vesting term not to exceed three years.

Refer to Note 11 to the consolidated financial statements contained in the 2025 Form 10-K for detail regarding the option to purchase 50,000 shares of common stock of the Company under the Equity Plan. As of July 31, 2025, the option had not been exercised, cancelled or forfeited. The Company recognized non-cash compensation expense related to the option of $13,000 and $13,000 for the three months ended July 31, 2025 and July 31, 2024. As of July 31, 2025 and July 31, 2024, the option was in-the-money and therefore was included in “weighted average number of common shares outstanding – diluted” when calculating diluted earnings per share.

Director compensation non-cash expense, which is recognized for the annual grant of deferred common share units to non-employee members of the Company’s Board of Directors ratably over each director’s service in office during the calendar year, was $23,000 for each of the three months ended July 31, 2025 and July 31, 2024. As of July 31, 2025, there was $53,000 of accrued compensation expense related to the deferred common share units expected to be issued in December 2025. As of July 31, 2024, there was $53,000 of accrued compensation expense related to the deferred common share units issued in December 2024.

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(11) COMMITMENTS AND CONTINGENCIES

Refer to Note 13 to the consolidated financial statements contained in the 2025 Form 10-K for detail regarding the Company’s warranty reserves, security for performance obligations and litigation.

Warranty Reserves. Changes in warranty reserves were as follows (in thousands):

    

Three Months Ended

July 31, 

2025

    

2024

Balance at beginning of period

    

$

259

    

$

174

Warranty issued during period

 

49

 

45

Change in pre-existing reserves

Warranty expenditures during period

 

(5)

 

(4)

Balance at end of period

$

303

$

215

Security for Performance Obligations. As of July 31, 2025, the Company had loan reserves outstanding under its Revolving Line of Credit in the aggregate principal amount of $1,812,000 in favor of a municipality guarantying the completion of improvements in a subdivision being constructed by the Company.

Litigation. The Company has not accrued any amounts related to litigation matters as of July 31, 2025.

(12) EARNINGS PER SHARE

Earnings per share – basic is calculated by dividing net income by the weighted average number of common shares outstanding during the period. The weighted average number of common shares outstanding during the period includes shares issuable upon settlement of deferred stock units but does not include unvested shares of restricted common stock or shares issuable upon the exercise of stock options. The components of earnings per share – basic are as follows (amounts in thousands, except per share amounts):

    

Three Months Ended

July 31, 

2025

    

2024

Numerator:

  

 

  

Net income

$

4,692

$

4,064

Denominator:

 

  

 

  

Weighted average number of common shares outstanding – basic

 

5,326

 

5,309

Earnings per share – basic

$

0.88

$

0.77

Earnings per share – diluted is calculated by dividing net income by the sum of (1) the weighted average number of common shares outstanding during the period plus (2) the dilutive effects of unvested shares of restricted common stock, shares issuable upon the

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exercise of stock options that are in-the-money and other potentially dilutive instruments. The components of earnings per share – diluted are as follows (amounts in thousands, except per share amounts):

    

Three Months Ended

July 31, 

2025

    

2024

Numerator:

 

  

 

  

Net income

$

4,692

 

$

4,064

Denominator:

Weighted average number of common shares outstanding – basic

5,326

5,309

Dilutive effect of unvested shares of restricted common stock

31

29

Dilutive effect of shares issuable upon the exercise of stock options that are in-the-money

18

15

Weighted average number of common shares outstanding – diluted

5,375

5,353

Earnings per share – diluted

$

0.87

 

$

0.76

(13)         INFORMATION ABOUT THE COMPANY’S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS

Refer to Note 15 to the consolidated financial statements contained in the 2025 Form 10-K for detail regarding the Company’s operations in different industry segments.

The following table sets forth summarized data relative to the industry segments in which the Company operated for the three months ended July 31, 2025 (in thousands):

    

    

    

For the Three Months Ended

Land 

July 31, 2025

    

Development

    

Homebuilding

    

Consolidated

Revenues1

$

8,935

$

8,129

$

17,064

Other Revenues

766

21

787

Segment Revenues

9,701

8,150

17,851

Cost of Revenues

3,580

5,952

9,532

Other Cost of Revenues

326

326

General and administrative expenses2

988

447

1,435

Segment profit (loss)

4,807

1,751

6,558

Interest income, net

456

Other income

Unallocated amounts:

Other corporate general and administrative expenses

(412)

Income before income taxes

$

6,602

Segment assets3

as of July 31, 2025

$

115,518

$

23,172

Depreciation and amortization

for the three months ended July 31, 2025

$

68

$

10

Capital expenditures

for the three months ended July 31, 2025

$

3

$

17

1 Revenue information provided for the land development segment includes certain amounts classified as home sale revenues in the accompanying condensed consolidated statements of operations.

2 General and administrative expenses primarily relate to payroll, employee benefits and professional expenses.

3 Segment assets exclude corporate assets, such as cash and cash equivalents, corporate facilities and tax assets.

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The following table sets forth summarized data relative to the industry segments in which the Company operated for the three months ended July 31, 2024 (in thousands):

For the Three Months Ended

Land 

July 31, 2024

    

Development

    

Homebuilding

    

Consolidated

Revenues4

$

10,667

$

7,674

$

18,341

Other Revenues

740

4

744

Segment Revenues

11,407

7,678

19,085

Cost of Revenues

6,138

6,017

12,155

Other Cost of Revenues

314

314

General and administrative expenses5

908

390

1,298

Segment profit (loss)

4,047

1,271

5,318

Interest income, net

281

Other income

Unallocated amounts:

Other corporate general and administrative expenses

(326)

Income before income taxes

$

5,273

Segment assets6

as of July 31, 2024

$

100,886

$

14,183

Depreciation and amortization

for the three months ended July 31, 2024

$

46

$

2

Capital expenditures

for the three months ended July 31, 2024

$

25

$

9

4 Revenue information provided for the land development segment includes certain amounts classified as home sale revenues in the accompanying condensed consolidated statements of operations.

5 General and administrative expenses primarily relate to payroll, employee benefits and professional expenses.

6 Segment assets exclude corporate assets, such as cash and cash equivalents, corporate facilities and tax assets.

(14)         SUBSEQUENT EVENTS

Refer to Note 6 to the consolidated financial statements contained in the 2025 Form 10-K for detail regarding the Loan Agreement (the “Loan Agreement”) entered into between BOKF, NA dba Bank of Albuquerque (“BOKF”) and AMREP Southwest Inc. (“ASW”), a subsidiary of AMREP Corporation, in which BOKF agrees to lend up to $5,750,000 to ASW on a revolving line of credit basis for general corporate purposes.

In August 2025, ASW and BOKF entered into the Seventh Modification Agreement to the Loan Agreement and ASW entered into the Second Amended and Restated Revolving Line of Credit Promissory Note in favor of BOKF. These documents resulted in the following changes to the revolving line of credit financing facility: (1) the scheduled maturity date of the loan was changed to August 15, 2028 and (2) the maximum amount available for borrowing increased by $750,000 to a new total maximum amount of $6,500,000. ASW incurred customary costs and expenses and paid certain fees to BOKF in connection with the amendment of the revolving line of credit financing facility.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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. Unless the context otherwise indicates, all references to the Company in this quarterly report on Form 10-Q include the Company and its subsidiaries. The following provides information that management believes is relevant to an assessment and understanding of the Company’s unaudited condensed consolidated results of operations and financial condition. The information contained in this Item 2 should be read in conjunction with the unaudited condensed 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, 2025, which was filed with the Securities and Exchange Commission on July 25, 2025 (the “2025 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 2026 and 2025 are to the fiscal years ending April 30, 2026 and 2025.

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 2025 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 2025 Form 10-K. The preparation of the unaudited condensed consolidated financial statements included in this report on Form 10-Q 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 unaudited condensed 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 2025 Form 10-K. There have been no changes in these critical accounting policies.

Information concerning the Company’s implementation and the impact of recent accounting standards or updates issued by the Financial Accounting Standards Board is included in the notes to the consolidated financial statements contained in the 2025 Form 10-K and in the notes to the unaudited condensed consolidated financial statements included in this report on Form 10-Q. The Company did not adopt any accounting policy in the three months ended July 31, 2025 that had a material effect on its unaudited condensed consolidated financial statements.

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RESULTS OF OPERATIONS

For the three months ended July 31, 2025, the Company had net income of $4,692,000, or $0.87 per diluted share, compared to net income of $4,064,000, or $0.76 per diluted share, for the three months ended July 31, 2024.

Except as described herein, there have been no material changes to the Company’s commentary on market conditions and outlook and the Company’s response thereto as reflected in the Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in the 2025 Form 10-K.

Revenues. The following presents information on revenues (dollars in thousands):

    

Three Months Ended July 31,

Increase

    

2025

    

2024

    

(decrease)

Land sale revenues

$

7,494

$

9,349

$

(1,855)

    

(20)

%

Home sale revenues

 

9,570

 

8,992

 

578

 

6

%

Other revenues

 

787

 

750

 

37

 

5

%

Total

$

17,851

$

19,091

(1,240)

 

(6)

%

The change in land sale revenues for the three months ended July 31, 2025 compared to the prior period was primarily due to a decrease in revenues from the sale of developed residential land offset in part by an increase in revenues from the sale of undeveloped land. The Company’s land sale revenues consist of (dollars in thousands):

Three Months Ended July 31, 2025

Three Months Ended July 31, 2024

    

Acres Sold

    

Revenues

    

Revenue Per Acre7

    

Acres Sold

    

Revenues

    

Revenue Per Acre1

Developed

  

  

  

  

  

  

Residential

 

5.6

$

4,227

$

755

 

11.9

$

9,185

$

773

Commercial

 

3.3

 

1,000

 

303

 

Total Developed

 

8.9

5,227

587

 

11.9

9,185

773

Undeveloped

 

486.1

 

2,267

 

5

 

18.1

164

9

Total

 

495.0

$

7,494

15

 

30.0

$

9,349

312

The changes in the revenue per acre of developed residential land, developed commercial land and undeveloped land for the three months ended July 31, 2025 compared to the prior period were primarily due to the location and mix of land sold.

The change in home sale revenues for the three months ended July 31, 2025 compared to the prior period was primarily due to an increase in the number of homes sold. The change in average selling prices for the three months ended July 31, 2025 compared to the prior period was primarily due to the location, size and mix of homes sold. The Company’s home sale revenues consist of (dollars in thousands):

Three Months Ended July 31,

    

2025

    

2024

Homes sold

 

22

 

21

Average selling price

$

434

$

428

As of July 31, 2025, the Company had 62 homes in production, including 24 homes under contract, which homes under contract represented $11,508,000 of expected home sale revenues when closed, subject to customer cancellations and change orders. As of July 31, 2024, the Company had 64 homes in production, including 17 homes under contract, which homes under contract represented $7,852,000 of expected home sale revenues when closed, subject to customer cancellations and change orders.

7 Revenue per acre may not calculate precisely due to the rounding of revenues to the nearest thousand dollars.

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Other revenues consist of (in thousands):

Three Months Ended July 31,

    

2025

    

2024

Landscaping revenues

561

621

Miscellaneous other revenues

226

129

Total

$

787

$

750

Miscellaneous other revenues for the three months ended July 31, 2025 primarily consist of management fees for homeowners’ associations and residential rental revenues. Miscellaneous other revenues for the three months ended July 31, 2024 primarily consist of extension fees for purchase contracts and residential rental revenues.

Cost of Revenues. The following presents information on cost of revenues (dollars in thousands):

Three Months Ended July 31,

 Increase

    

2025

    

2024

    

 (decrease)

Land sale cost of revenues, net

$

2,352

$

4,909

$

(2,557)

 

(52)

%

Home sale cost of revenues

 

7,180

 

7,245

 

(65)

 

(1)

%

Other cost of revenues

326

314

12

4

%

Total

$

9,858

$

12,468

(2,610)

(21)

%

Land sale cost of revenues, net consists of (in thousands):

    

Three Months Ended July 31,

    

2025

    

2024

Land sale cost of revenues

$

3,125

$

7,146

Less:

 

Public improvement district reimbursements

 

(305)

(812)

Private infrastructure covenant reimbursements

 

(101)

(242)

Payments for impact fee credits

 

(367)

(1,183)

Land sale cost of revenues, net

$

2,352

$

4,909

Land sale gross margins were 69% for the three months ended July 31, 2025 compared to 48% for the three months ended July 31, 2024. The change in gross margin was primarily due to changes in public improvement district reimbursements, private infrastructure covenant reimbursements and payments for impact fee credits, the location, size and mix of property sold and the demand for lots by builders resulting in higher revenue per developed lot.

The change in home sale cost of revenues for the three months ended July 31, 2025 compared to the prior period was primarily due to the number, location, size and mix of homes sold and increases in the prices of building materials and skilled labor. Home sale gross margins were 25% for the three months ended July 31, 2025 compared to 19% for the three months ended July 31, 2024. The change in gross margin for the three months ended July 31, 2025 compared to the prior period was primarily due to the location, size and mix of homes sold offset in part by increases in the amount of sales incentives to homebuyers and increases in the prices of building materials and skilled labor.
Other cost of revenues for each of the three months ended July 31, 2025 and July 31, 2024 consists of the cost of goods sold for landscaping services.

As a result of many factors, including the nature and timing of specific transactions and the type and location of land or homes being sold, revenues, average selling prices and related gross margins from land sales or home sales can vary significantly from period to period and prior results are not necessarily a good indication of what may occur in future periods.

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Table of Contents

General and Administrative Expenses. The following presents information on general and administrative expenses (dollars in thousands):

Three Months Ended July 31,

Increase

    

2025

    

2024

    

(decrease)

Land development

$

988

$

908

$

80

    

9

%

Homebuilding

 

447

 

390

 

57

 

15

%

Corporate

 

412

 

333

 

79

 

24

%

Total

$

1,847

$

1,631

216

13

%

The change in land development general and administrative expenses for the three months ended July 31, 2025 compared to the prior period was primarily due to an increase in real estate taxes.
The change in homebuilding general and administrative expenses for the three months ended July 31, 2025 compared to the prior period was primarily due to an increase in marketing expenses, compensation expense, real estate taxes and depreciation.
The change in corporate general and administrative expenses for the three months ended July 31, 2025 compared to the prior period was primarily due to an increase in compensation expense and professional services.

The Company did not record any non-cash impairment charges on real estate inventory or investment assets in the three months ended July 31, 2025 or July 31, 2024. Changes in economic and other market conditions may adversely impact the fair market value of the Company’s real estate inventory or investment assets, which could lead to impairment charges in future periods.

Interest Income, net. Interest income, net was $456,000 and $281,000 for the three months ended July 31, 2025 and July 31, 2024. There were no interest or loan costs capitalized in real estate inventory in the three months ended July 31, 2025 and July 31, 2024.

Income Taxes. The Company had a provision for income taxes of $1,910,000 and $1,209,000 for the three months ended July 31, 2025 and July 31, 2024 related to the amount of income before income taxes during each period.

LIQUIDITY AND CAPITAL RESOURCES

Except as described herein, 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 2025 Form 10-K.

The Company had cash, cash equivalents and restricted cash as follows (dollars in thousands):

    

July 31,

    

April 30,

 

2025

2025

    

Increase (decrease)

Cash

$

14,807

$

10,651

 

$

4,156

    

39

%

U.S. Government Securities

 

34,131

 

28,815

5,316

18

%

Restricted Cash

 

486

 

455

31

7

%

Total

$

49,424

$

39,921

9,503

24

%

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Cash Flow. The following presents information on cash flows (in thousands):

Three Months Ended July 31, 

    

2025

    

2024

Net cash provided by (used in) operating activities

$

9,525

$

10,691

Net cash provided by (used in) investing activities

 

(20)

 

(34)

Net cash provided by (used in) financing activities

 

(2)

 

(1)

Increase in cash and cash equivalents

$

9,503

$

10,656

The net cash provided by operating activities for the three months ended July 31, 2025 was primarily due to cash generated from business operations and a reduction in real estate inventory and an increase in accounts payable and accrued expenses offset in part by an increase in investment assets, net and other assets. The net cash provided by operating activities for the three months ended July 31, 2024 was primarily due to cash generated from business operations and a reduction in real estate inventory and other assets offset in part by an increase in investment assets, net and a reduction in accounts payable and accrued expenses.

Notes payable decreased from $26,000 as of April 30, 2025 to $25,000 as of July 31, 2025 due to principal debt repayments. Refer to Notes 6 and 14 to the unaudited condensed consolidated financial statements included in this report on Form 10-Q and Note 6 to the consolidated financial statements contained in the 2025 Form 10-K for detail regarding the Company’s notes payable.

Asset and Liability Levels. The following presents information on certain assets and liabilities (dollars in thousands):

    

July 31,

    

April 30, 

Increase

 

2025

2025

    

(decrease)

 

Real estate inventory

$

64,782

$

66,750

$

(1,968)

    

(3)

%

Investment assets, net

 

15,910

 

14,880

1,030

 

7

%

Other assets

 

3,168

 

2,939

229

 

8

%

Deferred income taxes, net

 

7,292

 

8,969

(1,677)

 

(19)

%

Accounts payable and accrued expenses

 

5,906

 

3,789

2,117

 

56

%

Income taxes receivable, net

 

84

 

317

(233)

 

(74)

%

Real estate inventory consists of (dollars in thousands):

    

July 31,

    

April 30, 

Increase

 

2025

2025

    

(decrease)

 

Land inventory

$

51,127

$

50,030

$

1,097

    

2

%

Homebuilding model and completed inventory

 

10,120

13,090

(2,970)

 

(23)

%

Homebuilding construction in process

 

3,535

3,630

(95)

 

(3)

%

Total

$

64,782

$

66,750

From April 30, 2025 to July 31, 2025, the change in land inventory was primarily due to the sale of land offset in part by land development activity, the change in homebuilding model and completed inventory was primarily due to the sale of homes offset in part by the completion of homes not yet sold and the change in homebuilding construction in process was primarily due to an increase in the number of homes that started construction.

Investment assets, net consist of (dollars in thousands):

July 31,

April 30,

Increase

 

    

2025

    

2025

    

(decrease)

 

Land held for long-term investment

$

8,507

$

8,843

$

(336)

    

(4)

%

Owned real estate leased or intended to be leased

 

7,612

 

6,207

 

1,405

 

23

%

Less accumulated depreciation

(209)

(170)

(39)

(23)

%

Owned real estate leased or intended to be leased, net

7,403

6,037

1,366

23

%

Total

$

15,910

$

14,880

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As of July 31, 2025, the Company leased 27 homes to residential tenants. As of April 30, 2025, the Company leased 21 homes to residential tenants. Given the impact on demand as a result of affordability challenges, the Company has opportunistically leased completed homes. Depreciation associated with owned real estate leased or intended to be leased was $39,000 and $24,000 for the three months ended July 31, 2025 and July 31, 2024.

From April 30, 2025 to July 31, 2025:
oThe change in other assets was primarily due to an increase in prepaid expenses related to insurance.
oThe change in deferred income taxes, net was primarily due to the income tax effect of the amount of income before income taxes for the three months ended July 31, 2025.
oThe change in accounts payable and accrued expenses was primarily due to an increase in trade payables and accrued expenses.
oThe change in income taxes receivable, net was primarily due to the accrual of income taxes payable.

Off-Balance Sheet Arrangements. As of July 31, 2025 and July 31, 2024, the Company did not have any off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K).

Recent Accounting Pronouncements. Refer to Note 1 to the consolidated financial statements contained in the 2025 Form 10-K and Note 1 to the unaudited condensed consolidated financial statements included in this report on Form 10-Q for a discussion of recently issued accounting pronouncements.

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 ability to finance its future working capital, land development, acquisition of land, homebuilding, commercial projects, general and administrative expenses and capital expenditure needs, (2) the Company’s expected liquidity sources, including the availability of bank financing for projects and the utilization of existing bank financing, (3) estimates of the Company’s exposure to warranty claims and liabilities for litigation and legal claims, estimates of the cost to complete of common land development costs and the estimated relative sales values of individual parcels of land in connection with the allocation of common land development costs, (4) the adequacy of warranty reserves to cover the ultimate resolution of any potential liabilities associated with warranty claims, (5) the conditions resulting in homebuyer affordability challenges, (6) the amount of land sale revenues during 2025 and 2026, (7) the backlog of homes under contract and in production and the dollar amount of expected sale revenues when such homes are closed, (8) the categorization of owned real estate leased or intended to be leased, (9) the timing of recognizing unrecognized compensation expense related to shares of common stock issued under the AMREP Corporation 2016 Equity Compensation Plan, (10) the future issuance of deferred stock units to directors of the Company, (11) the dilution to earnings per share that unvested shares of restricted common stock or shares issuable upon the exercise of stock options may cause in the future and (12) the future business conditions that may be experienced by the Company. The Company undertakes no obligation to update or publicly release any revisions to any forward-looking statement to reflect events,

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circumstances or changes in expectations after the date of such forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer 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 Chief Financial Officer have concluded that such disclosure controls and procedures were effective as of July 31, 2025 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 Chief Financial Officer, 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.

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PART II. OTHER INFORMATION

Item 5. Other Information

During the three months ended July 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit
Number

    

Description

10.1

Seventh Modification Agreement, dated as of August 15, 2025, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed August 19, 2025)

10.2

Second Amended and Restated Revolving Line of Credit Promissory Note, dated August 15, 2025, by AMREP Southwest Inc. 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 August 19, 2025)

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

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

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SIGNATURE

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

Date: September 9, 2025

AMREP CORPORATION

(Registrant)

By:

/s/ Adrienne M. Uleau

Name: Adrienne M. Uleau

Title: Chief Financial Officer

(Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit
Number

    

Description

10.1

Seventh Modification Agreement, dated as of August 15, 2025, between BOKF, NA dba Bank of Albuquerque and AMREP Southwest Inc. (Incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K filed August 19, 2025)

10.2

Second Amended and Restated Revolving Line of Credit Promissory Note, dated August 15, 2025, by AMREP Southwest Inc. 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 August 19, 2025)

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

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

24

AMREP

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114.13M
2.92M
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44.95%
0.54%
Real Estate - Development
Land Subdividers & Developers (no Cemeteries)
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United States
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