SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q / A
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 31 , 2003
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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
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(Exact name of registrant as specified in its charter)
Oklahoma 59-0936128
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
641 Lexington Avenue, Sixth Floor, New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 705-4700
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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 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 is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes No X
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Number of Shares of Common Stock, par value $.10 per share, outstanding at
February 28, 2003 - 6,580,612.
EXPLANATORY NOTE
----------------
On March 21, 2003, AMREP Corporation filed with the Securities and Exchange
Commission (SEC) the Quarterly Report on Form 10-Q for the quarterly period
ended January 31, 2003. The amounts reported were deemed preliminary pending the
Company's evaluation of the implications of applying the consensus of Emerging
Issues Task Force (EITF) Issue 01-14, "Income Statement Characterization of
Reimbursements Received for "Out-of-Pocket" Expenses Incurred", to the method of
accounting for reimbursed postage expenses and the related revenues in the
Fulfillment business. The Company has now completed this evaluation and has
concluded that EITF Issue 01-14 is not applicable and that it is appropriate to
continue to net the reimbursed expenses against the related revenues.
Accordingly, no change is required to the Company's historical accounting
practices or to amounts reported in the unaudited financial statements included
in the Form 10-Q.
The amendments being made pursuant to this Form 10-Q/A are as follows:
o Note 2 to the Notes to Consolidated Financial Statements (Unaudited)
is deleted in its entirety.
o The first paragraph of the "Results of Operations for the Three and
Nine Month Periods ended January 31, 2003 and 2002" included in the
Management's Discussion and Analysis of Financial Condition and
Results of Operations" is deleted in its entirety.
o The phrase "subject to the resolution of the matter discussed in Note
2 to the financial statements" included in the first sentence of each
of the three (3) "Certifications" signed by officers of the Company is
deleted in its entirety.
FORM 10-Q
AMREP CORPORATION AND SUBSIDIARIES
INDEX
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PART I. FINANCIAL INFORMATION PAGE NO.
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Item 1. Financial Statements:
Balance Sheets
January 31, 2003 and April 30, 2002 1
Statements of Operations and Retained Earnings
Three Months Ended January 31, 2003 and 2002 2
Statements of Operations and Retained Earnings
Nine Months Ended January 31, 2003 and 2002 3
Statements of Cash Flows
Nine Months Ended January 31, 2003 and 2002 4
Notes to Consolidated Financial Statements 5 - 6
Item 2. Management's Discussion and Analysis 7 - 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk 9
Item 4. Controls and Procedures 9
PART II. OTHER INFORMATION
--------
Item 6. Exhibits and Reports on Form 8-K 10
SIGNATURES 11
CERTIFICATIONS 12 - 17
EXHIBIT INDEX 18
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
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AMREP CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets ( Unaudited )
(Thousands, except par value and number of shares)
January 31, April 30,
2003 2002
------------------ ------------------
ASSETS
------
Cash and cash equivalents $ 16,688 $ 15,744
Receivables, net:
Real estate operations 5,898 6,630
Magazine circulation operations 32,524 34,082
Real estate inventory 63,434 62,296
Property, plant and equipment, at cost,
net of accumulated depreciation and
amortization of $15,895 at January 31, 2003
and $14,499 at April 30, 2002 9,680 9,890
Assets held for sale - net 5,984 5,853
Other assets 9,712 10,002
Excess of cost of subsidiary over net
assets acquired 5,191 5,191
------------------ ------------------
$ 149,111 $ 149,688
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable $ 24,362 $ 26,349
Accrued expenses 7,896 7,518
Notes payable:
Amounts due within one year 4,902 3,383
Amounts subsequently due 6,843 13,236
------------------ ------------------
11,745 16,619
Taxes payable 2,265 1,127
Deferred income taxes 4,596 4,596
------------------ ------------------
50,864 56,209
------------------ ------------------
Commitments and contingencies
Shareholders' equity:
Common stock, $.10 par value;
shares authorized - 20,000,000;
7,406,704 shares issued - at
January 31, 2003 and 7,399,704
at April 30, 2002 740 740
Capital contributed in excess
of par value 44,982 44,935
Retained earnings 58,234 53,513
Treasury stock, at cost; 826,092
shares at January 31, 2003 and
April 30, 2002 (5,709) (5,709)
------------------ ------------------
98,247 93,479
------------------ ------------------
$ 149,111 $ 149,688
================== ==================
See notes to consolidated financial statements.
1
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Three Months Ended January 31, 2003 and 2002
(Thousands, except per share amounts)
2003 2002
------------------ ------------------
REVENUES
--------
Magazine circulation operations $ 13,316 $ 12,178
Real estate operations 6,899 3,267
Interest and other operations 643 852
------------------ ------------------
20,858 16,297
------------------ ------------------
COSTS AND EXPENSES
------------------
Magazine circulation operating expenses 10,026 9,549
Real estate cost of sales 2,774 2,106
Real estate commissions and selling 296 143
Other operations 604 697
General and administrative:
Magazine circulation operations 1,706 1,674
Real estate operations and corporate 849 777
Interest expense, net 141 238
------------------ ------------------
16,396 15,184
------------------ ------------------
Income before income taxes 4,462 1,113
PROVISION FOR INCOME TAXES 1,785 445
------------------ ------------------
NET INCOME 2,677 668
RETAINED EARNINGS, beginning of period 55,557 51,179
------------------ ------------------
RETAINED EARNINGS, end of period $ 58,234 $ 51,847
================== ==================
NET INCOME PER SHARE -
BASIC AND DILUTED $ 0.41 $ 0.10
================== ==================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,581 6,574
================== ==================
See notes to consolidated financial statements.
2
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations and Retained Earnings (Unaudited)
Nine Months Ended January 31, 2003 and 2002
(Thousands, except per share amounts)
2003 2002
------------------ ------------------
REVENUES
--------
Magazine circulation operations $ 38,657 $ 36,888
Real estate operations 11,483 24,705
Interest and other operations 3,064 2,572
------------------ ------------------
53,204 64,165
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COSTS AND EXPENSES
------------------
Magazine circulation operating expenses 29,871 28,983
Real estate cost of sales 5,134 20,258
Real estate commissions and selling 617 745
Other operations 1,888 1,937
General and administrative:
Magazine circulation operations 5,086 5,074
Real estate operations and corporate 2,290 2,585
Interest expense, net 450 1,196
------------------ ------------------
45,336 60,778
------------------ ------------------
Income before income taxes 7,868 3,387
PROVISION FOR INCOME TAXES 3,147 1,355
------------------ ------------------
NET INCOME 4,721 2,032
RETAINED EARNINGS, beginning of period 53,513 49,815
------------------ ------------------
RETAINED EARNINGS, end of period $ 58,234 $ 51,847
================== ==================
NET INCOME PER SHARE - BASIC AND
DILUTE $ 0.72 $ 0.31
================== ==================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,579 6,574
================== ==================
See notes to consolidated financial statements.
3
AMREP CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended January 31, 2003 and 2002
(Thousands)
2003 2002
----------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 4,721 $ 2,032
----------------- ------------------
Adjustments to reconcile net
income to net cash provided by
operating activities -
Depreciation and amortization 2,293 1,892
Non-cash credits and charges:
Pension benefit accrual 102 ( 304)
Bad debt reserve 126 436
Changes in assets and liabilities -
Receivables 2,163 1,432
Real estate inventory (1,138) 11,144
Other assets (340) 1,380
Accounts payable and accrued expenses (1,642) 4,556
Taxes payable 1,138 323
----------------- ------------------
Total adjustments 2,702 20,859
----------------- ------------------
Net cash provided by operating activities 7,423 22,891
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CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (1,651) (1,827)
----------------- ------------------
Net cash used by investing activities (1,651) (1,827)
----------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing 18,400 15,386
Principal debt payments (23,274) (39,670)
Proceeds from exercise of stock options 46 -
----------------- ------------------
Net cash provided ( used )
by financing activities (4,828) (24,284)
----------------- ------------------
Increase (decrease) in cash and
cash equivalents 944 (3,220)
CASH AND CASH EQUIVALENTS, beginning
of period 15,744 15,941
----------------- ------------------
CASH AND CASH EQUIVALENTS, end
of perio $ 16,688 $ 12,721
================= ==================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid - net of amounts
capitalized $ 482 $ 1,385
================= ==================
Income taxes paid - net of refunds $ 1,311 $ 1,032
================= ==================
See notes to consolidated financial statements.
4
AMREP CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)
Nine Months Ended January 31, 2003 and 2002
(1) BASIS OF PRESENTATION
---------------------
The accompanying unaudited financial statements included herein have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission for interim financial information. The April 30, 2002
balance sheet amounts have been derived from the April 30, 2002 audited
financial statements of the Registrant. Since the accompanying consolidated
financial statements do not include all the information and footnotes required
by accounting principles generally accepted in the United States for complete
financial statements, it is suggested that they be read in conjunction with the
audited consolidated financial statements and notes thereto included in the
Registrant's 2002 Annual Report on Form 10-K. In the opinion of management,
subject to the resolution of the matter discussed in Note 2, the accompanying
unaudited financial statements include all adjustments, which are of a normal
recurring nature, 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 the results to be expected for the
full fiscal year.
(2) 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 operates for the three and Nine month periods ended January
31, 2003 and 2002. Certain amounts included in "Interest and other operations"
on the Consolidated Statements of Operations are classified below within the
land operations and homebuilding segments, depending upon the nature of business
activity. In addition, certain prior year amounts with respect to corporate
allocations have been reclassified to conform to the 2003 presentation and
methodology of allocations.
THREE MONTHS Land Corporate
Operations Home Building Distribution Fulfillment and Other Consolidated
January 2003 (Thousands):
Revenues $ 7,012 $ - $ 3,519 $ 9,797 $ 530 $ 20,858
Expenses(excluding interest) 3,778 - 2,946 8,961 570 16,255
Interest expense, net - - 45 40 56 141
-------------- -------------- --------------- ------------- ------------- ----------------
Pretax income contribution $ 3,234 $ - $ 528 $ 796 $ ( 96) $ 4,462
============== ============== =============== ============= ============= ================
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January 2002 (Thousands):
Revenues $ 3,559 $ 3 $ 3,543 $ 8,635 $ 557 $ 16,297
Expenses(excluding interest) 2,952 60 3,298 7,925 711 14,946
Interest expense, net 32 - 153 17 36 238
-------------- -------------- ----------- ------------- ------------- ----------------
Pretax income (loss) $ 575 $ (57) $ 92 $ 693 $ (190) $ 1,113
contribution ============== ============== =============== ============= ============= ================
5
NINE MONTHS Land Corporate
Operations Home Building Distribution Fulfillment and Other Consolidated
------------- ------------- ------------ ----------- --------- ------------
January 2003 (Thousands):
Revenues $ 12,365 $ - $ 11,039 $ 27,618 $ 2,182 $ 53,204
Expenses (excluding interest) 7,877 - 8,869 26,613 1,527 44,886
Interest expense, net - - 177 99 174 450
-------------- -------------- --------------- ------------- ------------- ----------------
Pretax income $ 4,488 $ - $ 1,993 $ 906 $ 481 $ 7,868
contribution ============== ============== =============== ============= ============= ================
Identifiable assets $ 72,757 $ - $ 33,953 $ 23,119 $19,282 $ 149,111
---------------------------------------------------------------------------------------------------------------------------------
January 2002 (Thousands):
Revenues $ 24,920 $ 670 $ 11,301 $ 25,587 $ 1,687 $ 64,165
Expenses (excluding interest) 22,604 984 9,772 24,285 1,937 59,582
Interest expense, net 113 - 816 159 108 1,196
-------------- -------------- --------------- ------------- ------------- ----------------
Pretax income contribution $ 2,203 $ ( 314) $ 713 $ 1,143 $ ( 358) $ 3,387
============== ============== =============== ============= ============= ================
Identifiable assets $ 72,875 $ 1,277 $ 39,043 $ 19,905 $ 14,371 $ 147,471
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(3) STOCK-BASED COMPENSATION
------------------------
The Company accounts for stock-based awards to employees and directors
using the intrinsic value method in accordance with APB Opinion No.25,
"Accounting for Stock issued to Employees". Accordingly, no
compensation expense has been recognized with respect to the stock
option plans in the financial statements. Further, the amount of
additional compensation disclosable under the disclosure-only
provisions of SFAS No. 123 as amended by SFAS No. 148 is immaterial
for all periods presented.
6
AMREP CORPORATION AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition and Results
------- ------------------------------------------------------------------------
of Operations
-------------
Results of Operations for the Three and Nine Month Periods ended January 31,
--------------------------------------------------------------------------------
2003 and 2002
-------------
Revenues from magazine circulation operations increased to $13.3 million in the
third quarter ended January 31, 2003 from $12.2 million in the same period last
year, and were approximately $38.7 million for the first nine months of fiscal
2003 versus $36.9 million in the same period of fiscal 2002. Revenues from
Fulfillment Services increased approximately 13% and 8% for the three and nine
month periods ended January 31, 2003, respectively, compared to the
corresponding periods of the prior year, with a majority of this increase being
due to new customers, the expansion of the product services line of fulfillment
activity and, to a lesser extent, to the fee resulting from an early contract
termination. Revenues from Newsstand Distribution Services decreased
approximately 1% and 2% for the three and nine month periods ended January 31,
2003, respectively, compared to the corresponding periods of the prior year
primarily due to a modest decline in magazine sales rates. Magazine circulation
operating expenses increased by 5% in the third quarter and 3% in the nine month
period, respectively, principally due to operating costs associated with the
expansion of the product services line.
Revenues from real estate operations were $6.9 million and $11.5 million for the
three and nine month periods ended January 31, 2003, respectively, compared to
$3.3 million and $24.7 million in the comparable periods of the prior year.
Revenues increased in the third quarter of the current year due to higher number
of residential land sale closings in the Company's principal market in New
Mexico than in the same period last year, but decreased for the nine month
period since last year's revenues included two large land sales in Colorado and
California which were made as part of the Company's restructuring of its real
estate operations, including a program to dispose of all real estate assets in
markets outside of New Mexico. Although these two large prior year sales
generated a substantial amount of cash, the gross profits realized were marginal
and, as a result, the average gross profit percentage on all land sales
increased from 19% in the first nine months of fiscal 2002 to 55% in the current
year. For the quarter ended January 31, 2003, the consolidated gross profit
margin was 60% compared to 35% in the same quarter last year. Gross profits on
land sales in the Company's major market of Rio Rancho, New Mexico were 60% and
57% in the three and nine month periods of fiscal 2003, respectively, compared
to 37% and 41% in the prior year's comparable periods, and increased over the
prior year because the current year activity includes proportionately more sales
from certain projects that contribute a higher average gross profit. Land sale
revenues and related gross profits can vary from period to period as a result of
the nature and timing of specific transactions, and thus prior results are not
necessarily an indication of amounts that may be expected to occur in future
periods.
Real estate commissions and selling expenses increased in the three month period
ended January 31, 2003 versus the same period in fiscal 2002 as a result of the
increased revenues, but decreased for the nine month period despite the revenue
increase because those two large land sales discussed above which were made in
the prior year did not have significant commissions and selling costs associated
7
with them. Real estate and corporate general and administrative expenses
increased in the quarter ended January 31, 2003 due to an increase in pension
expense resulting from an anticipated change in the assumption for the expected
rate of return of investments necessitated by changing market conditions, but
they decreased for the nine month period in fiscal 2003 versus the same period
last year due to the effects of the Company's cost reduction and other budgetary
control measures. General and administrative costs of magazine circulation
operations in the third quarter and nine month periods of fiscal 2003 were
comparable to the same periods of the prior year. Interest expense decreased in
both the three and nine month periods ended January 31, 2003 due to the effects
of lower borrowing levels and reduced interest rates in both the magazine
circulation and real estate business segments.
Liquidity and Captial Resources
-------------------------------
During the past several years, the Company has financed its operations from
internally generated funds from land sales and magazine circulation operations,
and from borrowings under its various lines-of-credit and development loan
agreements.
Kable News Company has an agreement with a bank which allows it to borrow up to
$20 million based upon a prescribed percentage of eligible accounts receivable,
as defined. At January 31, 2003, Kable had borrowing availability of $14.9
million based upon available collateral, against which $2.1 million was
outstanding. Kable also has an additional arrangement with another bank for a
$4.6 million credit line to be used for the purchase of capital equipment and
which is collateralized by such equipment. At January 31, 2003, approximately
$3.2 million was outstanding under this arrangement, and $1.0 million was
available for future borrowing.
The Company also has several lines of credit and development loan agreements
totaling $16.3 million to support real estate operations in New Mexico. These
loans are collateralized by certain real estate assets and are subject to
available collateral and various financial performance and other covenants. At
January 31, 2003, the maximum availability under these real estate loan
arrangements totaled $8.9 million based upon available collateral, against which
borrowings of $4.1 million were outstanding.
Cash Flows From Operating Activities
------------------------------------
Inventories amounted to $62.3 million at April 30, 2002 compared to $63.4
million at January 31, 2003. This change was the net result of additional
development work at Rio Rancho, New Mexico. Receivables from magazine
circulation operations decreased moderately from $34.1 million at April 30, 2002
to $32.5 million at January 31, 2003 as a result of the timing of billings and
collections.
Application of Critical Accounting Policies
-------------------------------------------
The preparation of consolidated financial statements in conformity with
accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect the amounts reported in
8
the financial statements. The significant estimates that affect the financial
statements of the Company include, but are not limited to, inventory valuation
judgments for real estate operations, sales percentage and magazine return
estimates for magazine circulation operations, and the recoverability of
long-term assets and amortization periods for all business operations. Actual
results could differ from those estimates. There has been no significant effect
on the financial condition or results of operations as a result of changes in
policies or estimates.
Statement of Forward-Looking Information
----------------------------------------
Certain information included herein and in other Company statements, reports and
filings with the Securities and Exchange Commission is forward-looking within
the meaning of the Private Securities Litigation Reform Act of 1995. Refer to
Item 7 of the Annual Report on Form 10-K for a discussion of the assumptions and
factors on which these statements are based. Any changes in the actual outcome
of these assumptions and factors could produce significantly different results;
accordingly, all forward-looking statements should be evaluated with the
understanding of their inherent uncertainty.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
------- ----------------------------------------------------------
There have been no material changes to the Company's market risk for the nine
month period ended January 31, 2003. Refer to Item 7(A) of the Company's Annual
Report on Form 10-K for the fiscal year ended April 30, 2002 for additional
information regarding quantitative and qualitative disclosures about market
risk.
Item 4. Controls and Procedures
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(a) Evaluation of Disclosure Controls and Procedures
During the 90-day period prior to the filing of this report, management,
including the Company's Chief Financial Officer and other certifying Officers,
evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon, and as of the date of that
evaluation, the certifying Officers concluded that the disclosure controls and
procedures were effective, in all material respects, to ensure that information
required to be disclosed in the reports the Company files and submits under the
Securities Exchange Act of 1934 are recorded, processed, summarized and reported
as and when required.
(b) Changes in Internal Controls
Internal controls were most recently evaluated in connection with the audit of
the Company's financial statements for the fiscal year ended April 30, 2002, and
there have been no significant changes in internal controls or in other factors
that could significantly affect those controls since that time.
9
18
PART II
-------
Other Information
-----------------
Item 6. Exhibits and Reports on Form 8-K
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(a) Exhibits
--------
10.1 AMREP Corporation 2002 Non-Employee Directors' Stock Plan
99.1 Certification Pursuant to 18 U.S.C. Section 1350 as enacted by
Section 906 of the Sarbanes-Oxley Act of 2002.
(b) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed by Registrant during the quarter
ended January 31, 2003.
10
AMREP CORPORATION AND SUBSIDIARIES
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
AMREP CORPORATION
(Registrant)
Dated:June 11, 2003 By: /s/ Peter M. Pizza
------------------------
Peter M. Pizza
Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
11
CERTIFICATIONS
--------------
I, Peter M. Pizza, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AMREP Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
12
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: June 11, 2003
/s/ Peter M. Pizza
--------------------------------
Peter M. Pizza
Title: Chief Financial Officer
13
CERTIFICATIONS
--------------
I, James Wall, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AMREP Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
14
6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: June 11, 2003
/s/ James Wall
-----------------------
James Wall
Title: *
-----------------------
* The Company is a holding company which does substantially all of its business
through two wholly-owned subsidiaries (and their subsidiaries). Those
wholly-owned subsidiaries are AMREP Southwest Inc. ("ASW") and Kable News
Company, Inc. ("Kable"). Mr. Wall is the principal executive officer of ASW, and
Mr. Duloc is the principal executive officer of Kable. The Company has no chief
executive officer and its only executive officers are James Wall and Peter M.
Pizza. Mr. Wall is a Senior Vice President of the Company and Mr. Pizza is a
Vice President and Chief Financial Officer of the Company.
15
CERTIFICATIONS
--------------
I, Michael P. Duloc, certify that:
1. I have reviewed this quarterly report on Form 10-Q of AMREP Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report.
4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit
committee of Registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
controls; and
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6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Dated: June 11, 2003
/s/ Michael P. Duloc
-----------------------
Michael P. Duloc
Title: *
-----------------------
* The Company is a holding company which does substantially all of its business
through two wholly-owned subsidiaries (and their subsidiaries). Those
wholly-owned subsidiaries are AMREP Southwest Inc. ("ASW") and Kable News
Company, Inc. ("Kable"). Mr. Wall is the principal executive officer of ASW, and
Mr. Duloc is the principal executive officer of Kable. The Company has no chief
executive officer and its only executive officers are James Wall and Peter M.
Pizza. Mr. Wall is a Senior Vice President of the Company and Mr. Pizza is a
Vice President and Chief Financial Officer of the Company.
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AMREP CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
10.1 AMREP Corporation 2002 Non-Employee Directors'
Stock Plan
99.1 Certification Pursuant to 18 U.S.C. Section 1350
as enacted by Section 906 of the Sarbanes-Oxley
Act of 2002
18