UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[ x ] Annual Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the fiscal year ended April 30, 2007
OR
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from to
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Commission File Number 1-4702
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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 Identification No.)
incorporation or organization)
300 Alexander Park, Suite 204
Princeton, New Jersey 08540
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 716-8200
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
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Common Stock $.10 par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the Registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes No X
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Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the
"Act").
Yes No X
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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 Act during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Act.
Large accelerated filer Accelerated filer X Non-accelerated filer
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Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Act).
Yes No X
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As of October 31, 2006, which was the last business day of the Registrant's most
recently completed second fiscal quarter, the aggregate market value of the
Common Stock held by non-affiliates of the Registrant was $124,198,219. Such
aggregate market value was computed by reference to the closing sale price of
the Registrant's Common Stock as quoted on the New York Stock Exchange on such
date. For purposes of making this calculation only, the Registrant has defined
affiliates as including all directors and executive officers and certain persons
related to them. In making such calculation, the Registrant is not making a
determination of the affiliate or non-affiliate status of any holders of shares
of Common Stock.
As of July 13, 2007, there were 6,653,612 shares of the Registrant's Common
Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
As stated in Part III of this annual report on Form 10-K, portions of the
Registrant's definitive proxy statement to be filed within 120 days after the
end of the fiscal year covered by this annual report on Form 10-K are
incorporated herein by reference.
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PART I
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Item 1. Business
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GENERAL
The Company* was organized in 1961 and, through its subsidiaries, is primarily
engaged in three business segments: the Real Estate business operated by AMREP
Southwest Inc. and its subsidiaries (collectively, "AMREP Southwest"), and the
Fulfillment Services and Newsstand Distribution Services businesses operated by
Kable Media Services, Inc. and its subsidiaries (collectively, "Kable"). Data
concerning industry segments is set forth in Note 17 of the notes to the
consolidated financial statements. The Company's foreign sales and activities
are not significant.
Recent Developments
On January 16, 2007, the Company, through a newly created subsidiary ("Newco")
of Kable Media Services, Inc., completed the acquisition (the "Acquisition") of
100% of the stock of Palm Coast Data Holdco, Inc. ("Holdco"), which, through its
subsidiary, Palm Coast Data LLC ("Palm Coast Data"; Holdco and Palm Coast Data
are referred to herein collectively as "Palm Coast") is a major provider of
fulfillment services for magazine publishers and others. The Acquisition was
completed pursuant to the terms of an Agreement and Plan of Merger dated as of
November 7, 2006 that provided for the Acquisition to occur by the merger of
Newco with and into Holdco, with Holdco surviving the merger. As a result of the
merger, Palm Coast Data is now an indirect wholly-owned subsidiary of Kable
Media Services, Inc. The merger consideration was financed with existing cash
and borrowings and totaled approximately $95,600,000. As a result of this
transaction, the Company has solidified its position as the second largest
provider of subscription fulfillment services to magazine publishers in the
United States.
On April 3, 2007, the Company filed a Form S-3 Registration Statement with the
Securities and Exchange Commission so that from time to time it may publicly
offer and sell, together or separately, (i) shares of common stock, (ii) debt
securities, (iii) warrants to purchase common stock or debt securities and
(iv) units consisting of two or more classes of the securities registered, for
an aggregate public offering price not to exceed $150,000,000. The Registration
Statement also registers the resale of 450,000 shares of common stock owned by a
shareholder. The Registration Statement became effective April 27, 2007.
REAL ESTATE OPERATIONS
The Company conducts its Real Estate business through AMREP Southwest, with
these activities occurring primarily in the City of Rio Rancho and certain
adjoining areas of Sandoval County, New Mexico. References below to Rio Rancho
include the City and such adjoining areas. As of July 1, 2007, AMREP Southwest
employed 15 persons, none of whom were represented by labor unions. The Company
considers its relations with these employees to be good.
Land Development Properties - Rio Rancho
Rio Rancho consists of 91,049 contiguous acres in Sandoval County near
Albuquerque, of which approximately 73,725 acres have been platted into
approximately 114,500 home site and commercial lots, 16,450 acres are dedicated
to community facilities, roads and drainage and the remainder is unplatted land.
At April 30, 2007, approximately 90,200 of these residential and commercial lots
had been sold net of lot repurchases. The Company currently owns approximately
17,550 acres in Rio Rancho, of which approximately 4,600 acres are in contiguous
blocks which are being developed or are suitable for development, and
approximately 1,900 acres are in areas with a high concentration of ownership,
where the Company owns more than 50% of the lots in the area, suitable for
special assessment districts or city redevelopment areas that may allow for
future development under the auspices of local government. The balance is in
scattered lots, where the Company owns less than 50% of the lots in the area,
that may require the purchase of a sufficient number of adjoining lots to create
tracts suitable for development or that the Company may attempt to sell
individually or in small groups.
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*As used herein, "Company" includes the Registrant and its subsidiaries unless
the context requires or indicates otherwise.
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Development activities conducted or arranged by the Company include the
obtaining of necessary governmental approvals ("entitlements"), installation of
utilities and necessary storm drains, and building or improving of roads. At Rio
Rancho, the Company is developing both residential lots and sites for commercial
and industrial use as the demand warrants, and also is securing entitlements for
large development tracts for sale to homebuilders. The engineering work at Rio
Rancho is performed by both Company employees and outside firms, but development
work is performed by outside contractors. Company personnel market land at Rio
Rancho, both directly and through brokers. The Company competes with other
owners of land in the Albuquerque area who offer for sale developed residential
lots and sites for commercial and industrial use.
The City of Rio Rancho is the third largest city in New Mexico with a population
of approximately 76,000. It was named as the 56th best place to live by Money
magazine in 2006 for those cities in the United States with greater than 50,000
residents. The city's population growth rate for the period 2000-2005 was
slightly over 28%, with a June 2007 unemployment rate of 3.5%. It has
significant construction projects ongoing or announced, including: (i) a new
central business district with a 6,500 seat events center and a new city hall,
(ii) a planned second high school, (iii) the planned opening of the University
of New Mexico West Campus, (iv) a 53 acre major motion picture studio and (v) a
new hospital. Major employers currently include Intel Corporation, US Cotton and
the customer care call centers of Bank of America, JC Penney, Victoria's Secret
and Sprint PCS.
Since early 1977, the Company has sold no individual lots without homes at Rio
Rancho to consumers. A substantial number of lots without homes were sold prior
to 1977, and most of these remain in areas where utilities have not yet been
installed. However, under certain of the lot sale contracts, if utilities have
not reached a lot when the purchaser is ready to build a home, the Company is
obligated to exchange a lot in an area then serviced by water, telephone and
electric utilities for the lot of the purchaser, without cost to the purchaser.
The Company has not incurred significant costs related to such exchanges.
In Rio Rancho, the Company sells both developed and undeveloped lots to
national, regional and local homebuilders, commercial and industrial property
developers and others. In the last three fiscal years, land sales in Rio Rancho
have been as follows:
Acres Revenues
Sold Revenues Per Acre
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2007:
Developed 194 $ 55,135,000 $ 284,200
Undeveloped 857 40,690,000 47,500
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Total 1,051 $ 95,825,000 $ 91,200
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2006:
Developed 169 $ 38,296,000 $ 226,600
Undeveloped 746 19,514,000 26,200
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Total 915 $ 57,810,000 $ 63,200
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2005:
Developed 114 $ 22,177,000 $ 194,500
Undeveloped 790 12,064,000 15,300
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Total 904 $ 34,241,000 $ 37,900
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Other Real Estate Properties
The Company has various investment properties, principally consisting of vacant,
undeveloped land in Rio Rancho not held for development or sale in the normal
course of business and a 29,000 square foot commercial rental property it owns
in Rio Rancho that is presently leased. The Company may acquire or develop
additional investment properties in the future.
The Company also owns two tracts of land in Colorado, consisting of one
residential property of approximately 160 acres planned for approximately 350
homes that is being offered for sale subject to obtaining all necessary
entitlements, and one property of approximately 10 acres zoned for commercial
use, which is also being offered for sale.
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FULFILLMENT SERVICES AND MAGAZINE DISTRIBUTION SERVICES OPERATIONS
Through Kable, the Company (i) performs fulfillment and related services for
publishers and other customers and (ii) distributes periodicals nationally and
in Canada and, to a small degree, in other foreign countries. As of July 1,
2007, Kable employed approximately 2,100 persons, of whom approximately 1,950
were involved in fulfillment activities and 150 in distribution activities.
Fulfillment Services
Kable's Fulfillment Services business performs a number of fulfillment and
fulfillment-related activities, principally magazine subscription fulfillment
services, list services and product fulfillment services, and it accounted for
86% of Kable's total revenues in 2007.
In the magazine subscription fulfillment service operation, Kable processes new
orders, receives and accounts for payments, prepares and sends to each
publisher's printer labels or tapes containing the names and addresses of
subscribers for mailing each issue, handles subscriber telephone inquiries and
correspondence, prepares renewal and statement notifications for mailing,
maintains subscriber lists and databases, generates marketing and statistical
reports, processes Internet orders and prints forms and promotional materials.
Kable performs all of these services for many clients, but some clients utilize
only certain of them. Although by far the largest number of magazine titles for
which Kable performs fulfillment services are consumer publications, Kable also
performs services for a number of trade (business) publications, membership
organizations and government agencies that utilize the broad capabilities of
Kable's extensive database systems.
Kable's lettershop and graphics departments prepare and mail statements and
renewal forms for its publisher clients to use in their subscriber mailings.
List services clients are also primarily publishers for whom Kable maintains
client customer lists, selects names for clients who rent their lists, merges
rented lists with a client's lists to eliminate duplication for the client's
promotional mailings, and sorts and sequences mailing labels to provide optimum
postal discounts. Kable also provides membership services to both publisher and
non-publisher clients including donation processing and membership fulfillment,
in addition to more standard magazine fulfillment services that are also used by
membership clients. Product fulfillment services are provided for Kable's
publisher clients and other direct marketers. In this activity Kable receives,
warehouses, processes and ships merchandise.
Kable performs fulfillment services for approximately 1,050 different magazine
titles for approximately 300 clients and maintains databases of over 72 million
active subscribers for its client publishers. In a typical month, Kable produces
approximately 87 million mailing labels for its client publishers and also
processes over 27 million pieces of outgoing mail for these clients.
There are a number of companies that perform fulfillment services for publishers
and with which Kable competes, including one that is much larger than Kable.
Since publishers often utilize only a single fulfillment company for a
particular publication, there is intense competition to obtain fulfillment
contracts with publishers. Competition for non-publisher clients is also
intense. Kable has a sales staff whose primary task is to solicit fulfillment
business.
Newsstand Distribution Services
In its Newsstand Distribution Services operation, Kable distributes magazines
for approximately 250 publishers. Among the titles are many special interest
magazines, including various puzzle, automotive, men's sophisticates, comics,
romance and sports. In a typical month, Kable distributes to wholesalers almost
59 million copies of various titles. Kable coordinates the movement of the
publications from its publisher clients to approximately 100 independent
wholesalers. The wholesalers in turn sell the publications to major retail
chains and independent retail outlets. All parties generally have full return
rights for unsold copies. The newsstand distribution business accounted for 14%
of Kable's revenues in 2007.
While Kable may not handle all publications of an individual publisher client,
it usually is the exclusive distributor into the consumer marketplace for the
publications it distributes. Kable has a distribution sales and marketing force
that works with wholesalers and retailers to promote magazine sales and assist
in determining the appropriate number of copies of an individual magazine to be
delivered to each wholesaler and ultimately each retailer serviced by that
wholesaler. Kable generally does not physically handle any product. Kable
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generates and delivers to each publisher's printer shipping instructions with
the addresses of the wholesalers and the number of copies of product to be
shipped to each. All magazines have a defined "off sale" date following which
the retailers return unsold copies to the wholesalers, who destroy them after
accounting for returned merchandise in a manner satisfactory to and auditable by
Kable.
Kable generally makes substantial cash advances to publishers against future
sales that publishers may use to help pay for printing, paper and production
costs prior to the product going on sale. Kable is usually not paid by
wholesalers for product until some time after the product has gone on sale, and
is therefore exposed to potential credit risks with both publishers and
wholesalers. Kable's ability to limit its credit risk is dependent in part on
its skill in estimating the number of copies of an issue that should be
distributed and which will be sold, and on limiting its advances to the
publisher accordingly.
Kable competes primarily with three other national distributors. Each of these
competitors is owned by or affiliated with a magazine publishing company. Such
companies publish a substantial portion of all magazines published in the United
States, and the competition for the distribution rights to the remaining
publications is intense. In addition, there has been a major consolidation and
reduction in the number of wholesalers to whom Kable distributes magazines
arising from changes within the magazine distribution industry in recent years.
As a result, three of these wholesalers accounted for approximately 66% of the
fiscal 2007 gross billings of the Newsstand Distribution Services operations,
which is common for the industry, and approximately 43% of Kable's consolidated
accounts receivable were due from these wholesalers at April 30, 2007.
Item 1A. Risk Factors
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The risks described below are among those that could materially and adversely
affect the Company's business, financial condition or results of operations.
These risks could cause actual results to differ materially from historical
experience and from results predicted by any forward-looking statements related
to conditions or events that may occur in the future. These risks are not the
only risks the Company faces, and other risks include factors not presently
known as well as those that are currently considered to be less significant.
Real Estate Operations
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The Company's real estate assets are concentrated in one market, Rio Rancho, New
Mexico, meaning the Company's results of operations and future growth may be
limited or affected by economic changes in that market.
Substantially all of the Company's real estate assets are located in Rio Rancho,
which is adjacent to Albuquerque, New Mexico. As a result of this geographic
concentration, the Company could be affected by changes in economic conditions
in this region from time to time, including economic contraction due to, among
other things, the failure or downturn of key industries and employers. The
Company's results of operations, future growth or both may be adversely affected
if the demand for residential or commercial real estate declines in the Rio
Rancho area as a result of changes in economic conditions.
A downturn in the business of Rio Rancho's largest employer could adversely
affect the Company's real estate development business there.
Intel Corporation, the largest employer in Rio Rancho with approximately 4,700
full-time employees at April 30, 2007, operates a large semiconductor
manufacturing facility there and has announced its plan to retool this facility.
On May 3, 2007, Intel Corporation announced a workforce reduction at that
facility starting in August 2007 of at least 1,000 jobs. If Intel Corporation's
presence in Rio Rancho were to continue to diminish for any reason, such as in
response to a downturn in its semiconductor manufacturing business, the Rio
Rancho real estate market and consequently the Company's land development
business located there could be adversely affected.
As Rio Rancho's population continues to grow, the Company's land development
activities in that market may be subject to greater limitations than they have
been historically.
When the Company acquired its core real estate inventory in Rio Rancho over
40 years ago, the area was not developed and had a low population. As of April
30, 2007, Rio Rancho was the third largest city in New Mexico and had a
population of approximately 76,000. As Rio Rancho's population continues to
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grow, the Company may be unable to engage in development activities comparable
to those the Company has engaged in historically. Local community or political
groups may oppose the Company's development plans or require modification of
those plans, which could cause delays or increase the cost of the Company's
development projects. In addition, zoning density limitations, "slow growth"
provisions or other land use regulations implemented by state, city or local
governments could further restrict the Company's development activities or those
of its homebuilder customers, or could adversely affect financial returns from a
given project, which could adversely affect the Company's results of operations.
The Company's real estate assets are diminishing over time, meaning long-term
growth in the real estate business will require the acquisition of additional
real estate assets, possibly by expanding into new markets.
Substantially all of the Company's real estate revenues are derived from sales
of the Company's core inventory in Rio Rancho. This property was acquired more
than 40 years ago, and each time the Company develops and sells real estate to
customers in Rio Rancho, the Company's real estate assets diminish. As of April
30, 2007, the Company owned approximately 17,550 acres in Rio Rancho out of an
original purchase of approximately 91,000 acres. The continuity and future
growth of the Company's real estate business will require that the Company
acquire new properties in or near Rio Rancho or expand to other markets to
provide sufficient assets to maintain the Company's current level of operations
and revenues. While the Company holds two properties in Colorado, it has not for
many years made any significant attempt to identify a development opportunity
similar to the one the Company has undertaken in Rio Rancho, and there can be no
assurance that the Company will be able to identify such an opportunity in
another market. If the Company does not acquire new real estate assets, its real
estate holdings will continue to diminish, which will adversely affect the
Company's ability to continue its real estate operations at their current level.
The Company's remaining Rio Rancho real estate is not all in contiguous blocks,
which may adversely affect the Company's ability to sell lots at levels
comparable with the recent past.
Of the 17,550 acres in Rio Rancho the Company owned at April 30, 2007,
approximately 4,600 acres were in contiguous blocks that are being developed or
are suitable for development, and approximately 1,900 acres were in areas with a
high concentration of ownership, where the Company owns more than 50% of the
lots in the area, suitable for special assessment districts or city
redevelopment areas that may allow for future development under the auspices of
local government. The balance is in scattered lots, where the Company owns less
than 50% of the lots in the area, that may require the purchase of a sufficient
number of adjoining lots to create tracts suitable for development or that the
Company may attempt to sell individually or in small groups. As the Company's
land sales continue and the amount of the Company's contiguous and highly
concentrated lots diminishes, the Company's ability to continue to sell lots and
generate land sale revenues at the levels of the recent past may be adversely
affected, which would have an adverse effect on the Company's results of
operations.
The Company may not be able to acquire properties or develop them successfully.
If the Company is able to identify a development opportunity similar to the one
it has undertaken in Rio Rancho, the success of the Company's real estate
segment will still depend in large part upon its ability to acquire additional
properties on satisfactory terms and to develop them successfully. If the
Company is unable to do so, its results of operations could be adversely
affected.
The acquisition, ownership and development of real estate is subject to many
risks that may adversely affect the Company's results of operations, including
the risks that:
- the Company may not be able to acquire a desired property because of
competition from other real estate investors with greater capital than the
Company has;
- the Company may not be able to obtain financing on acceptable terms, or at
all;
- an adverse change in market conditions during the interval between
acquisition and sale of a property may result in a lower than originally
anticipated profit;
- the Company may underestimate the cost of development required to bring an
acquired property up to standards established for the market position
intended for that property;
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- acquired properties may be located in new markets where the Company may
face risks associated with a lack of market knowledge or understanding of
the local economy, lack of business relationships in the area and
unfamiliarity with local governmental and permitting procedures; and
- the Company may be unable to quickly and efficiently integrate new
acquisitions, particularly acquisitions of portfolios of properties, into
its existing operations, and this could have an adverse effect on its
results of operations.
The Company's real estate development activities have been primarily limited to
a single market, and it may face substantially more experienced competition in
acquiring and developing real estate in new markets.
Since the Company's real estate acquisition and development activities have been
primarily limited to the Rio Rancho market, the Company does not have extensive
experience in acquiring real estate in other markets or engaging in development
activities in multiple markets simultaneously. Should the Company seek to
acquire additional real estate in new markets, competition from other potential
purchasers of real estate could adversely affect the Company's operations. Many
of these entities may have substantially greater experience than the Company has
in identifying, acquiring and developing real estate opportunities in other
markets and in managing real estate developments in multiple markets. These
entities may also have greater financial resources than the Company has and may
be able to pay more than the Company can or accept more risk than the Company is
willing to accept to acquire real estate. These entities also may be less
sensitive to risks with respect to the costs or the geographic concentration of
their investments. This competition may prevent the Company from acquiring the
real estate assets the Company seeks, or increase the cost of properties that
the Company does acquire. Competition may also reduce the number of suitable
investment opportunities available to the Company or may increase the bargaining
power of property owners seeking to sell.
The Company will likely compete for real estate investment opportunities with,
among others, insurance companies, pension and investment funds, partnerships,
real estate or housing developers, investment companies, real estate investment
trusts (REITs), and owner/occupants.
Properties that the Company acquires may have defects that are unknown to the
Company.
Although the Company generally performs due diligence on prospective properties
before they are acquired, and on a periodic basis after acquisition, any of the
properties the Company may acquire may have characteristics or deficiencies
unknown to the Company that could adversely affect the property's value or
revenue potential or, in the case of environmental or other factors, impose
liability on the Company, which could be significant.
The Company is subject to substantial legal, regulatory and other requirements
regarding the development of land and requires government approvals, which may
be denied, and thus the Company may encounter difficulties in obtaining
entitlements on a timely basis, which could limit its ability to sell land at
levels comparable with the recent past.
There are many legal, regulatory and other requirements regarding the
development of land, which may delay the start of planned development
activities, increase the Company's expenses or limit the Company's customers'
development activities. Development activities performed in connection with real
estate sales include obtaining necessary governmental approvals, acquiring
access to water supplies, installing utilities and necessary storm drains and
building or improving roads. Numerous local, state and federal statutes,
ordinances and rules and regulations, including those concerning zoning,
resource protection and environmental laws, regulate these tasks. These
regulations often provide broad discretion to the governmental authorities that
regulate these matters and from whom the Company must obtain necessary
approvals. The approval process can be lengthy and delays can increase the
Company's costs, as well as the costs for the primary customers of the Company's
real estate business (residential and commercial developers). Failure to obtain
necessary approvals could significantly adversely affect the Company's real
estate development activities and its results of operations.
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Increases in taxes or governmental fees would increase the Company's costs.
Also, adverse changes in tax laws could reduce customer demand for land for
commercial and residential development.
Increases in real estate taxes and other local governmental fees, such as fees
imposed on developers to fund schools, open space and road improvements or to
provide low and moderate income housing, would increase the Company's costs and
have an adverse effect on the Company's operations. In addition, increases in
local real estate taxes or changes in income tax laws that would reduce or
eliminate tax deductions or incentives could adversely affect homebuilders'
potential customer demand and could adversely affect future land sales by the
Company to those homebuilders.
Unless the City of Rio Rancho supplements its current water supply, development
of the Company's remaining Rio Rancho land may be adversely affected.
All of the Company's future Rio Rancho land development will require water
service from the City of Rio Rancho or from another source. While the city has
not denied any development in the past due to a shortage of water supply, it has
recently expressed concerns that its current water supply cannot support growth
indefinitely. Although the city is currently pursuing various methods to
supplement its water supply, if it is unsuccessful, development of the Company's
remaining Rio Rancho land could be adversely affected.
The Company may be subject to environmental liability.
Various laws and regulations impose liability on real property owners and
operators for the costs of investigating, cleaning up and removing contamination
caused by hazardous or toxic substances at the property. In the Company's role
as a property owner or developer, the Company could be held liable for such
costs. This liability may be imposed without regard to the legality of the
original actions and without regard to whether the Company knew of, or was
responsible for, the presence of the hazardous or toxic substances. If the
Company fails to disclose environmental issues, it could also be liable to a
buyer or lessee of the property. In addition, some environmental laws create a
lien on the contaminated site in favor of the government for damages and costs
incurred in connection with the contamination. If the Company incurs any such
liability that is material, its results of operations would be adversely
affected.
Real estate is a cyclical industry, and the Company's results of operations
could be adversely affected during cyclical downturns in the industry.
During periods of economic expansion, the real estate industry typically
benefits from an increased demand for developable land. In contrast, during
periods of economic contraction, the real estate industry is typically adversely
affected by a decline in demand. For example, beginning in early 2007 increased
defaults under sub-prime mortgages led to significant losses for the companies
offering such mortgages and contributed to a downturn in the residential housing
market. Further, real estate development projects typically begin, and financial
and other resources are committed, long before the real estate project comes to
market, which could be during a time when the real estate market is depressed.
There can be no assurance that an increase in demand or an economic expansion
will be sustained in the Rio Rancho market, where the Company's core real estate
business is based and operates, or in any other new market into which the
Company expands its real estate operations. Any of the following (among other
factors, including those mentioned elsewhere in this report) could cause a
general decline in the demand for residential or commercial real estate which,
in turn, could contribute to a cyclical downturn in the real estate development
industry that could have an adverse effect on the Company's results of
operations:
- changes in government regulation;
- periods of general economic slowdown or recession;
- rising interest rates and a decline in the general availability or
affordability of mortgage financing;
- adverse changes in local or regional economic conditions;
- shifts in population away from the markets that the Company serves;
- tax law changes, including potential limits on, or elimination of, the
deductibility of certain mortgage interest expense, real property taxes and
employee relocation expenses; and
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- acts of God, including hurricanes, earthquakes and other natural disasters.
Changing market conditions may adversely affect companies in the real estate
industry who rely upon credit in order to finance their purchases of land from
the Company.
Changes in interest rates and other economic factors can dramatically affect the
availability of capital for the Company's developer customers. Residential and
commercial developers to whom the Company frequently sells land typically rely
upon third party financing to provide the capital necessary for their
acquisition of land. Changes in economic and other external market conditions
may result in a developer's inability to obtain suitable financing, which could
adversely impact the Company's ability to sell land, or force the Company to
sell land at lower prices, which would adversely affect its results of
operations.
Changes in general economic, real estate development or other business
conditions could adversely affect the Company's business and its financial
results.
A significant percentage of the Company's real estate revenues are derived from
customers in the residential homebuilding business, which is particularly
sensitive to changes in economic conditions and factors such as the level of
employment, consumer confidence, consumer income, availability of mortgage
financing and interest rates. Adverse changes in any of these conditions could
decrease demand for homes generally and therefore affect the pricing of homes
and in turn the price of land sold to developers, which could adversely affect
the Company's results of operations.
A number of contracts for individual Rio Rancho home site sales made prior to
1977 require the Company to exchange land in areas where utilities are not
installed for land in an area that is serviced by utilities.
In connection with certain individual Rio Rancho home site sales made prior to
1977, if water, electric and telephone utilities have not reached the lot site
when a purchaser is ready to build a home, the Company is obligated to exchange
a lot in an area then serviced by such utilities for the lot of the purchaser,
without cost to the purchaser. Although this has not been the case in the past,
if the Company were to experience a large number of requests for such exchanges
in the future, the Company's results of operations could be adversely impacted.
If subcontractors are not available to assist in completing the Company's land
development projects, the Company may not be able to complete those projects on
a timely basis.
The development of land on a timely basis is critical to the Company's ability
to complete development projects in accordance with the Company's contractual
obligations. The availability of subcontractors in the markets in which the
Company operates can be affected by factors beyond the Company's control,
including the general demand for these subcontractors by other developers. If
subcontractors are not available when the Company requires their services, the
Company may experience delays or be forced to seek alternative suppliers, which
may increase costs or adversely affect the Company's ability to sell land on a
timely basis.
Land investments are generally illiquid, and the Company may not be able to sell
the Company's properties when it is economically or otherwise important to do
so.
Land investments generally cannot be sold quickly, and the Company's ability to
sell properties may be affected by market conditions. The Company may not be
able to diversify or vary its portfolio promptly in accordance with its
strategies or in response to economic or other conditions. The Company's ability
to pay down debt, reduce interest costs and acquire properties is dependent upon
its ability to sell the properties it has selected for disposition at the prices
and within the deadlines the Company has established for each property.
Risks Related to the Company's Media Service Operations
-------------------------------------------------------
The Company's media services operations could face increased costs and business
disruption from instability in the newsstand distribution channel.
The Company extends credit to various newsstand distribution services customers,
10
whose credit worthiness and financial position may be affected by changes in
economic or other external conditions. Financial instruments that may
potentially subject the Company to a significant concentration of risk primarily
consist of trade accounts receivable from wholesalers in the magazine
distribution industry. Due to industry consolidation, four wholesalers represent
approximately 75% of the wholesale magazine distribution business, and the
insolvency of any of them could have a material adverse impact on the Company's
results of operations and financial condition. In addition, due to the
significant concentration, should there be a disruption in the wholesale
channel, it could impede the Company's ability to distribute magazines to the
retail marketplace.
Almost all of the Company's revenues in the Company's newsstand distribution
services business are derived from sales made on a fully returnable basis, and
an error in estimating expected returns could cause a misstatement of revenues
for the period affected.
As is customary in the magazine distribution industry, almost all of the
Company's revenues in its newsstand distribution services business segment are
derived from sales made on a fully returnable basis, meaning that customers may
return unsold copies of magazines for credit. During the Company's fiscal year
ended April 30, 2007, customers ultimately returned for credit approximately 68%
of the magazines initially distributed by the Company. The Company recognizes
revenues from the distribution of magazines at the time of delivery to the
wholesalers, less a reserve for estimated returns that is based on historical
experience and recent sales data on an issue-by-issue basis. Although the
Company has the contractual right to return these magazines for offsetting
credits from the publishers from whom the magazines are purchased, an error in
estimating the percentage of returns at the end of an accounting period could
have the effect of understating or overstating revenues in the period affected,
which misstatement would have to be adjusted in the subsequent period when the
actual return information became known.
The introduction and increased popularity of alternative technologies for the
distribution of news, entertainment and other information and the resulting
shift in consumer habits and advertising expenditures from print to other media
could adversely affect the Company's media services business segments.
Revenues in the Company's media services business segments are principally
derived from services the Company performs for traditional publishers.
Historically, a reduction in the demand for the Company's newsstand distribution
services due to lower sales of magazines at newsstands has often been at least
partially offset by an increase in demand for the Company's fulfillment services
as consumers affected by the reduction in newsstand distribution instead sought
publications through subscription. However, the distribution of news,
entertainment and other information via the Internet has become increasingly
popular, and consumers increasingly rely on personal computers, cellular phones
or other electronic devices for such information. The resulting shift of
advertising dollars from traditional print media to online media could adversely
affect the publishing industry in general and have a negative impact on both the
Company's fulfillment and newsstand distribution segments due to the shift in
consumer demand away from print media and toward digital downloading and other
delivery methods.
The Company's publisher customers face increased costs for paper and postal
rates. This could have a negative affect on their operating income, and this in
turn could negatively affect the Company's media services operations.
The Company's publisher customers' principal raw material is paper. Paper prices
have fluctuated over the past several years, and significant unanticipated
increases in paper prices could adversely affect a publisher customer's
operating income. Postage for magazine distribution and direct solicitation is
another significant operating expense of the Company's publisher customers,
which primarily use the U.S. Postal Service to distribute their products. The
U.S. Postal Service implemented a postal rate increase of 5.1% effective May 14,
2007, and a further rate increase for magazines effective July 15, 2007. Any
significant increases in paper costs or postal rates that publishers are not
able to offset could have a negative affect on their operating income, and this
in turn could negatively affect the Company's media services operations.
Competitive pressures may result in a decrease in the Company's revenues and
profitability.
The fulfillment and newsstand distribution services businesses are highly
competitive, and some of the Company's competitors have financial resources that
are substantially greater than the Company's. The Company experiences
11
significant price competition in the markets in which it competes. Competition
in the Company's media services businesses may come not only from other service
providers, but also from the Company's customers, who may choose to develop
their own internal fulfillment or distribution operations, thereby reducing
demand for the Company's services. Competitive pressures could cause the
Company's media services businesses to lose market share or result in
significant price erosion that could have an adverse effect on the Company's
results of operations.
The Company's operating results depend in part on successful research,
development and marketing of new or improved services and data processing
capabilities and could suffer if the Company is not able to continue to
successfully implement new technologies.
The Company operates in highly competitive markets that are subject to rapid
change, and must therefore continue to invest in developing technologies and to
improve various existing systems in order to remain competitive. There are
substantial uncertainties associated with the Company's efforts to develop new
technologies and services for the magazine fulfillment and distribution markets
the Company serves. The Company makes significant investments in new information
processing technologies and services that may or may not prove to be profitable.
Even if these developments are profitable, the operating margins resulting from
their application would not necessarily result in an improvement over the
Company's historical margins.
The Company may not be able to successfully introduce new services and data
processing capabilities on a timely and cost-effective basis.
The success of new and improved services depends on their initial and continued
acceptance by the publishers and other customers with whom the Company conducts
business. The Company's media services businesses are affected, to varying
degrees, by technological change and shifts in customer demand. These changes
result in the transition of services provided and increase the importance of
being "first to market" with new services and information processing
innovations. Difficulties or delays in the development, production or marketing
of new services and information processing capabilities may be experienced, and
may adversely affect the Company's results of operations. These difficulties and
delays could also prevent the Company from realizing a reasonable return on the
investment required to bring new services and information processing
capabilities to market on a timely and cost effective basis.
The Company's operations could be disrupted if its information systems fail,
causing increased expenses and loss of sales.
The Company's business depends on the efficient and uninterrupted operation of
its systems and communications capabilities, including the maintenance of
customer databases for billing and label processing, and the Company's magazine
distribution order regulation system. If a key system were to fail or experience
unscheduled downtime for any reason, even if only for a short period, the
Company's operations and financial results could be adversely affected. The
Company's systems could be damaged or interrupted by a security breach, fire,
flood, power loss, telecommunications failure or similar events. The Company has
a formal disaster recovery plan in place, but this plan may not entirely prevent
delays or other complications that could arise from an information systems
failure. The Company's business interruption insurance may not adequately
compensate the Company for losses that may occur.
The Company depends on the Internet to deliver some services, which may expose
the Company to various risks.
Many of the Company's operations and services, including order taking on behalf
of customers and communications with customers and suppliers, involve the use of
the Internet. The Company is therefore subject to factors that adversely affect
Internet usage, including the reliability of Internet service providers that,
from time to time, have operational problems and experience service outages.
Additionally, as the Company continues to increase the services it provides
using the Internet, the Company is increasingly subject to risks related to the
secure transmission of confidential information over public networks. Failure to
prevent security breaches of the Company's networks or those of its customers,
or a security breach affecting the Internet in general could adversely affect
the Company's results of operations.
The Company is subject to extensive rules and regulations of credit card
associations.
The Company processes a large number of credit card transactions on behalf of
its fulfillment services customers and is thus subject to the extensive rules
12
and regulations of the leading credit card associations. The card associations
modify their rules and regulations from time to time and the Company's inability
to anticipate changes in rules, regulations or the interpretation or application
thereof may result in substantial disruption to its business. In the event that
the card associations or the sponsoring banks determine that the manner in which
the Company processes certain card transactions is not in compliance with
existing rules and regulations, or if the card associations adopt new rules or
regulations that prohibit or restrict the manner in which the Company processes
card transactions, the Company may be forced to modify the manner in which it
operates, which may increase costs, or cease processing certain types of
transactions altogether, either of which could have a negative impact on its
business. As an example of the card associations amending their regulations,
Kable is now required to comply with the Payment Card Industry (PCI) Data
Security Standard. The Company is currently implementing detailed plans at its
fulfillment services locations where credit card transactions are processed in
order to achieve compliance with the PCI Data Security Standard, but if the
Company is found to be in non-compliance with this standard, it may be subject
to substantial penalties and fines.
A failure to successfully migrate customers at the Company's Colorado
fulfillment services location from an outsourced data processing system to an
internal system may burden the Company with continued additional costs.
Since the 2003 acquisition of the Company's Colorado fulfillment services
business from Electronic Data Systems Corporation ("EDS"), the Company has
outsourced to an EDS-owned data processing system a substantial portion of the
data processing required to service the Colorado business, but has intended to
move that activity in-house when it had a suitable internal data processing
system. The Company has been developing an expanded internal data processing
platform to service the Colorado business along with the Company's pre-existing
fulfillment services business. Palm Coast Data, which was acquired by the
Company in January 2007, also maintains an internal fulfillment services data
processing system. The Company is currently in the process of migrating its
Colorado fulfillment services customers away from the EDS system to the
Company's internal systems. The migration process is technically complex and the
Company is encountering unanticipated problems that have delayed its full
implementation. Should the Company continue to encounter such problems and
delays, it may continue to be burdened with its outsourcing and additional
development costs, and it may result in a devaluation of its investment in the
expanded data processing platform.
If the Company cannot efficiently integrate the constituents of its fulfillment
business, it may not realize the expected benefits of the acquisition of Palm
Coast, and the resources and attention required for successful integration may
interrupt the existing fulfillment business.
In January 2007, the Company acquired Palm Coast, which is, like the Company, a
leading United States provider of fulfillment services to the magazine
publishing industry. An important objective of the Company is to integrate the
Company's existing fulfillment business with that of Palm Coast and thereby
reduce costly duplications. There is a significant degree of difficulty involved
in this process. The maintenance of ongoing operations of each business while
integrating the businesses will depend on the Company's ability to retain key
officers and personnel while it simultaneously proceeds to expand its
operational and financial systems. This increase in operating complexities may
have a negative near and long-term effect on the Company's anticipated benefits
resulting from the acquisition.
Other Business Risks
--------------------
The Company may be unable to obtain financing on acceptable terms, which could
preclude it from continuing operations at their current levels, or from making
future acquisitions.
The Company's operations depend on its ability to obtain financing for the
development of land in the real estate business and for working capital and
capital expenditure requirements in the media services business, or for making
future acquisitions. If the Company is not able to obtain suitable financing,
its costs could increase and its revenues could decrease, or the Company could
be precluded from continuing its operations at current levels or from making
future acquisitions. Increases in interest rates can make it more difficult and
expensive to obtain the funds needed to operate the Company's businesses. The
applicable interest rates on the revolving bank credit facilities that the
Company has in place fluctuate based on changes in short-term interest rates.
Increases in interest rates would increase the Company's interest expense and
adversely affect the Company's results of operations or its ability to make
acquisitions.
13
The Company may engage in future acquisitions and may encounter difficulties in
integrating the acquired businesses, and, therefore, may not realize the
anticipated benefits of the acquisitions in the time frames anticipated, or at
all.
From time to time, the Company may seek to grow through strategic acquisitions
intended to complement or expand one or more of its business segments, such as
the acquisition of Palm Coast in January 2007, or to enable the Company to enter
a new business. The success of these transactions will depend in part on the
Company's ability to integrate the systems and personnel acquired in these
transactions into its existing business without substantial costs, delays or
other operational or financial problems. The Company may encounter difficulties
in integrating acquisitions with the Company's operations or in separately
managing a new business. Furthermore, the Company may not realize the degree of
benefits that the Company anticipates when first entering into a transaction, or
the Company may realize benefits more slowly than it anticipates. Any of these
problems or delays could adversely affect the Company's results of operations.
The Company's current management and internal systems may not be adequate to
handle the Company's growth.
To manage the Company's future growth, the Company's management must continue to
improve operational and financial systems and to expand, train, retain and
manage the Company's employee base. As the Company continues to grow, it will
also likely need to recruit and retain additional qualified management
personnel, and its ability to do so will depend upon a number of factors,
including the Company's results of operations and prospects and the level of
competition then prevailing in the market for qualified personnel. At the same
time, the Company will likely be required to manage an increasing number of
relationships with various customers and other parties. If the Company's
management personnel, systems, procedures and controls are inadequate to support
its operations, expansion could be slowed or halted and the opportunity to gain
significant additional market share could be impaired or lost. Any inability on
the part of the Company's management to manage the Company's growth effectively
may adversely affect its results of operations.
The Company's business could be seriously harmed if the Company's accounting
controls and procedures are circumvented or otherwise fail to achieve their
intended purposes.
Although the Company evaluates its internal controls over financial reporting
and the Company's disclosure controls and procedures at the end of each quarter,
any system of controls, however well designed and operated, is based in part on
certain assumptions and can provide only reasonable, not absolute, assurances
that the objectives of the system are met. Any failure or circumvention of the
controls and procedures or failure to comply with regulations related to
controls and procedures could have a material adverse effect on the Company's
results of operations.
In addition, there can be no assurance that the Company's internal control
systems and procedures, or the integration of Palm Coast or any other future
acquisitions and their respective internal control systems and procedures, will
not result in or lead to a future material weakness in the Company's internal
controls, or that the Company or its independent registered public accounting
firm will not identify a material weakness in the Company's internal controls in
the future. If the Company's internal controls over financial reporting are not
considered adequate, the Company may experience a loss of public confidence,
which could have an adverse effect on the Company's business and the price of
the Company's common stock.
Further, deficiencies or weaknesses that are not yet identified by the Company
could emerge and the identification and correction of those deficiencies or
weaknesses could have an adverse effect on the Company's results of operations.
The Company's pension plan, which the Company froze in 2004, is currently
underfunded and may require additional cash contributions.
The Company's pension plan was underfunded on a generally accepted accounting
principles basis by approximately $1.2 million at April 30, 2007. The Company
froze the pension plan effective March 1, 2004 so that from that date there
would be no new participants in the plan and the existing participants' future
compensation would not affect their pension benefits. A key assumption
underlying the actuarial calculations upon which the Company's accounting and
14
reporting obligations for the pension plan are based is an assumed investment
rate of return of eight percent. If the pension plan assets do not realize the
expected rate of return, or if any other assumptions are incorrect or are
modified, the Company could be required to make contributions to the pension
plan until the plan is fully funded, which could limit the Company's financial
flexibility.
The Company's quarterly operating results can fluctuate significantly.
The Company has experienced, and is likely to continue to experience,
significant fluctuations in its quarterly operating results, which may adversely
affect the Company's stock price. Future quarterly operating results may not
align with past trends as a result of numerous factors, including many factors
that result from the unpredictability of the nature and timing of real estate
land sales, the variability in gross profit margins and competitive pressures.
Changes in the Company's income tax estimates could affect profitability.
In preparing the Company's consolidated financial statements, significant
management judgment is required to estimate the Company's income taxes. The
Company's estimates are based on its interpretation of federal and state tax
laws and regulations. The Company estimates actual current tax due and assesses
temporary differences resulting from differing treatment of items for tax and
accounting purposes. The temporary differences result in deferred tax assets and
liabilities, which are included in the Company's consolidated balance sheet.
Adjustments may be required by a change in assessment of the Company's deferred
tax assets and liabilities, changes due to audit adjustments by federal and
state tax authorities, and changes in tax laws. To the extent adjustments are
required in any given period, the Company will include the adjustments in the
tax provision in its financial statements. These adjustments could have an
adverse effect on the Company's financial position, cash flows and results of
operations.
The price of the Company's common stock over the past year has been volatile.
This volatility may make it difficult for shareholders to sell the Company's
common stock, and the sale of substantial amounts of the Company's common stock
could adversely affect the price of the Company's common stock.
The market price for the Company's common stock varied between a high of $149.99
and a low of $34.55 per share in the twelve months ended April 30, 2007. This
volatility may make it difficult for a shareholder to sell the Company's common
stock, and the sale of substantial amounts of the Company's common stock could
adversely affect the price of the common stock. The Company's stock price is
likely to continue to be volatile and subject to significant price fluctuations
in response to market and other factors, including the other factors discussed
in "Risk Factors," and:
- variations in the Company's quarterly operating results, which could be
significant;
- revisions in securities analysts' estimates;
- material announcements by the Company or the Company's competitors;
- sales of a substantial number of shares of the Company's common stock; and
- adverse changes in general market conditions or economic trends.
In addition to the factors discussed above, the Company's common stock is
relatively thinly traded, which means that large transactions in the Company's
common stock may be difficult to conduct in a short time frame and may cause
significant fluctuations in the price of the Company's common stock. The average
daily trading volume in the Company's common stock on the New York Stock
Exchange over the ten-day trading period ending on April 30, 2007 was
approximately 130,000 shares per day. Further, there have been, from time to
time, significant "short" positions in the Company's common stock, consisting of
borrowed shares sold, or shares sold for future delivery, which may not have
been borrowed. The Company does not know whether any of these short positions
are covered by "long" positions owned by the short sellers. For example, the
short interest in the Company's common stock, as reported by the New York Stock
Exchange on June 15, 2007, was 2,259,331 shares, or approximately 30.5% of the
Company's outstanding shares. Any attempt by the short sellers to liquidate
their positions over a short period of time could cause significant volatility
in the price of the Company's common stock.
In the past, following periods of volatility in the market price of their stock,
many companies have been the subject of securities class action litigation. If
15
the Company becomes involved in securities class action litigation in the
future, it could result in substantial costs and diversion of the Company's
management's attention and resources and could harm the Company's stock price,
business, prospects, results of operations and financial condition. In addition,
the broader stock market has experienced significant price and volume
fluctuations in recent years. This volatility has affected the market prices of
securities issued by many companies for reasons unrelated to their operating
performance and may adversely affect the price of the Company's common stock.
The Company has a principal shareholder whose interests may conflict with other
investors.
The Company has a principal shareholder, Nicholas G. Karabots, who, together
with certain of his affiliates, currently owns approximately 55% of the
Company's outstanding common stock. As a result, this principal shareholder
exercises significant influence over the Company's major decisions, including
through his ability to vote for the members of the Company's Board of Directors.
Because of this voting power, the principal shareholder could influence the
Company to make decisions that might run counter to the wishes of the Company's
other investors generally. In addition, publishing companies owned or controlled
by the Company's principal shareholder are also significant customers of the
Company's distribution business, and, as a result, the shareholder may have
business interests with respect to the Company that differ from or conflict with
those of other holders of the Company's common stock.
Although the Company has paid dividends in each of the last five fiscal years,
the Company has no regular dividend policy and offers no assurance of any future
dividends. Any short-term return on an investment in the Company's stock will
depend on its market price.
On July 16, 2007, the Board of Directors declared a special cash dividend of
$1.00 per common share payable on August 24, 2007 to shareholders of record at
the close of business on August 10, 2007. The Company has also paid special
dividends on its common stock following the preceding four fiscal years starting
in 2003 of $0.25, $0.40, $0.55 and $0.85, with an additional special dividend of
$3.50 paid in January 2006. The Board has now approved special dividends payable
on its common stock in the past five fiscal years and has stated that it may
consider special dividends from time-to-time in the future in light of
conditions then existing, including earnings, financial condition, cash
position, and capital requirements and other needs. Notwithstanding such
statement and the status of such future conditions, no assurance is given that
there will be any such future dividends declared or that future dividend
declarations, if any, will be commensurate in amount or frequency with past
dividends.
The Company is currently a "controlled company" within the meaning of the New
York Stock Exchange rules. As a result, the Company is exempt from certain
corporate governance requirements and will not need to fully comply with those
requirements until one year after the Company is no longer a "controlled
company."
Because Nicholas G. Karabots and certain of his affiliates together currently
own more than 50% of the voting power of the Company's common stock, the Company
is considered a "controlled company" for the purposes of the rules and
regulations of the New York Stock Exchange. As such, the Company is permitted,
and has elected, to opt out of the New York Stock Exchange requirements that
would otherwise require its compensation and human resources committee to
consist entirely of independent directors. The Company has also opted not to
have a nominating/corporate governance committee as required by the New York
Stock Exchange for non-controlled companies. At such time, if any, as the
Company is no longer considered a "controlled company" for purposes of the rules
and regulations of the New York Stock Exchange, those rules and regulations
provide for a twelve month transition period during which the Company will not
need to fully comply with the otherwise applicable requirements. The Company
will not be required to have entirely independent compensation and human
resources and nominating/corporate governance committees until twelve months
following the date on which it ceases to be a controlled company, although the
Company will need to phase in independent members for each of these committees
starting on the date that it ceases to be a controlled company. While the
Company remains a controlled company and during any transition period following
the Company's ceasing to be a controlled company, shareholders may not have the
same protections afforded to shareholders of companies that are subject to all
of the New York Stock Exchange corporate governance requirements.
16
Oklahoma law and the Company's charter documents may impede or discourage a
takeover, which could cause the market price of the Company's common stock to
decline.
The Company is an Oklahoma corporation, and the anti-takeover provisions of
Oklahoma law impose various impediments to the ability of a third party to
acquire control of the Company, even if a change in control would be beneficial
to the Company's existing shareholders. The Company's by-laws generally prohibit
the Company from engaging in business combinations and other transactions with
an "interested shareholder" unless the holders of at least two-thirds of the
Company's then outstanding common stock approve the transaction.
In addition to these by-law restrictions, some provisions of the Company's
amended certificate of incorporation and by-laws may discourage certain acts
involving a fundamental change of the Company. For example, the Company's
amended certificate of incorporation and its by-laws contain certain provisions
that:
- classify the Company's Board of Directors into three classes, each of which
serves for a term of three years, with one class being elected each year;
and
- prohibit shareholders from calling a special meeting of shareholders.
Because the Company's Board of Directors is classified and the Company's
certificate of incorporation and by-laws do not otherwise provide, Section 1027
of the Oklahoma General Corporation Act permits the removal of any member of the
board of directors only for cause. These provisions could impede a merger,
takeover or other business combination involving the Company or discourage a
potential acquirer from making a tender offer for the Company's common stock,
which, under certain circumstances, could reduce the market price of the
Company's common stock.
Item 1B. Unresolved Staff Comments
-------- -------------------------
Not applicable.
Item 2. Properties
------- ----------
The Company's executive offices are located in approximately 2,000 square feet
of leased space in an office building in Princeton, New Jersey. Real Estate
operations are based in approximately 5,400 square feet of leased space in an
office building in Rio Rancho, New Mexico. In addition, other real estate
inventory and investment properties are described in Item 1. Kable's executive
offices are based in New York City, and these offices together with the
production, administration, sales and other facilities for its Fulfillment
Services and Newsstand Distribution Services businesses are located in sixteen
owned or leased facilities which, in the aggregate, comprise approximately
800,000 square feet of space in Mt. Morris, Illinois, Palm Coast, Florida,
Marion, Ohio, Louisville, Colorado, New York City and Cerritos, California. The
Company believes its facilities are adequate for its current and anticipated
requirements.
Item 3. Legal Proceedings
------- -----------------
A. In May 2000, a civil action was commenced in the United States District Court
for the Southern District of New York entitled United Magazine Company, et al.
---------------------------------
v. Murdoch Magazines Distribution, Inc., et al. The Complaint was filed by five
-----------------------------------------------
affiliated magazine wholesalers and a related service company (collectively
referred to as "Unimag") against Murdoch, a national distributor of magazines,
and Chas. Levy Circulating Co., a magazine wholesaler. An Amended Complaint was
filed in August 2000, in which the Company's Kable News Company, Inc. subsidiary
and three other national distributors were added as defendants. Motions by the
defendants to dismiss the Amended Complaint were granted, with leave to the
plaintiffs to replead specified claims. In June 2001, a Second Amended Complaint
was filed which included two claims against Kable News: (i) violation of the
Robinson-Patman Act, which generally prohibits discriminatory pricing, and (ii)
breach of fiduciary duty.
The defendants moved to dismiss the Second Amended Complaint. The court denied
the motions with respect to the Robinson-Patman Act claim but dismissed the
claim for breach of fiduciary duty. Kable News then answered the Robinson-Patman
Act claim, denying the material allegations and asserting affirmative defenses.
Kable News also asserted counterclaims to recover certain unpaid debts from
Unimag.
17
Pursuant to an order of a United States Magistrate Judge in October 2003, Unimag
presented each of the defendants with an analysis of its damage claim against
such defendant. The damage claim against Kable News amounts to approximately
$15.2 million; any damages awarded would be trebled.
Pretrial discovery has been completed. The action against Levy was settled, and
the remaining defendants moved for summary judgment. In September 2005, the
court granted the motion for summary judgment of the defendants, including Kable
News, and judgment in favor of the defendants was entered late September 2005.
Unimag filed an appeal of the judgment on July 5, 2006. Briefs have been filed
on behalf of all of the parties. The appellate court has not yet scheduled oral
argument.
In April 2006, Unimag entered into a consent judgment in favor of Kable News on
the counterclaims of Kable News for $4,159,770, plus interest at the rate of 6%
per annum from September 30, 1999, and Kable News agreed not to enforce the
judgment until the action has been concluded. Unimag is no longer in business
and does not appear to have the assets to pay that judgment.
B. The Company and its subsidiaries are involved in various other claims and
legal actions arising in the normal course of business. While the ultimate
results of these matters cannot be predicted with certainty, management believes
that they will not have a material adverse effect on the Company's consolidated
financial position, liquidity or results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
------- ---------------------------------------------------
There were no matters submitted to a vote of security holders during the fourth
quarter of fiscal 2007.
Executive Officers of the Registrant
Set forth below is certain information concerning persons who are the current
executive officers of the Company.
Name Office Held / Principal Occupation for Past Five Years Age
---- ------------------------------------------------------ ---
James Wall Senior Vice President of the Company since 1991; 70
Chairman, President and Chief Executive Officer of
AMREP Southwest Inc. since 1991.
Peter M. Pizza Vice President and Chief Financial Officer of the 56
Company since 2001; Vice President and Controller
of the Company from 1997 to 2001.
Irving Needleman Vice President, General Counsel and Secretary of the 69
Company since November 2006; Of counsel to the law
firm of McElroy, Deutsch, Mulvaney & Carpenter, LLP
from September 2005 to October 2006. Partner in the
law firm of Jacobs Persinger & Parker for more than
four years prior to September 2005.
Michael P. Duloc President and Chief Executive Officer of the Kable 50
Media Services since June 1, 2007: President of
Kable's Newsstand Distribution Services business
since 1996 and Chief Operating Officer of that business
until June 2007; President and Chief Operating Officer
of Kable's Fulfillment Services business from 2000 until
January 2007.
John Meneough Executive Vice President, Fulfillment Services of 59
Kable Media Services, Inc. and President and Chief
Operating Officer of the Company's Fulfillment Services
business since January 2007. President and Chief
Executive Officer of Palm Coast Data Holdco, Inc. and
Palm Coast Data LLC since 2002.
18
The executive officers are elected or appointed by the Board of Directors of the
Company or its appropriate subsidiary to serve until the appointment or election
and qualification of their successors or their earlier death, resignation or
removal.
PART II
-------
Item 5. Market for Registrant's Common Equity, Related Stockholder
------- ------------------------------------------------------------
Matters and Issuer Purchases of Equity
--------------------------------------
The Company's common stock is traded on the New York Stock Exchange under the
symbol "AXR". On July 1, 2007, there were approximately 1,400 holders of record
of the common stock. The range of high and low sales prices for the last two
fiscal years by quarter is presented below:
FIRST SECOND THIRD FOURTH
------------------- ------------------ -------------------- -------------------
HIGH LOW HIGH LOW HIGH LOW HIGH LOW
------- ------- ------- ------- -------- ------- -------- -------
2007 $ 65.00 $ 34.55 $ 73.70 $ 35.84 $ 149.99 $ 57.14 $ 111.75 $ 59.00
2006 $ 30.40 $ 21.58 $ 33.00 $ 24.00 $ 33.88 $ 23.22 $ 46.75 $ 27.25
Dividend Policy
On July 16, 2007, the Board of Directors declared a special cash dividend of
$1.00 per common share payable on August 24, 2007 to shareholders of record at
the close of business on August 10, 2007. The Company has also paid special cash
dividends on its common stock following the preceding four fiscal years starting
in 2003 of $0.25, $0.40, $0.55 and $0.85, with an additional special cash
dividend of $3.50 paid in January 2006. The Board has now approved special
dividends payable on its common stock in the past five fiscal years and has
stated that it may consider special dividends from time-to-time in the future in
light of conditions then existing, including earnings, financial condition, cash
position, and capital requirements and other needs. Notwithstanding such
statement and the status of such future conditions, no assurance is given that
there will be any such future dividends declared or that future dividend
declarations, if any, will be commensurate in amount or frequency with past
dividends.
Performance Graph
The following graph compares the cumulative total shareholder return on the
Company's Common Stock with the cumulative total return of the Standard & Poor's
500 Index ("S&P 500 Index") and with an index comprised of the stock of 27
companies with market capitalizations similar to that of the Company ("Similar
Cap Issuers"), for the five years ended April 30, 2007 (assuming the investment
of $100 in the stock of the Company, the S&P 500 Index and the Similar Cap
Issuers at the close of trading on April 30, 2002 and the reinvestment of all
dividends). The Company cannot identify an index of issuers engaged in
operations similar to those in which it is currently engaged and therefore has
determined to use the Similar Cap Issuers for purposes of comparison.
19
Company Name / Index 2002 2003 2004 2005 2006 2007
--------------------------------------------------------------------------------------------------------------------
AMREP CORP 100 117.50 220.74 316.40 703.91 927.96
S&P 500 INDEX 100 86.69 106.53 113.28 130.74 150.66
SIMILAR CAP ISSUERS 100 87.05 159.23 134.52 166.96 175.44
The Similar Cap Issuers are: Alvarion Ltd., American Bank Incorporated, Auburn
National Bancorporation, Inc., Bioenvision, Inc., Continental Materials
Corporation, Criticare Systems, Inc., Empire Resorts, Inc., Fauquier Bankshares,
Inc., Focus Enhancements, Inc., Franklin Covey Co., Hi-Tech Pharmacal Co., Inc.,
Investors Title Company, Loud Technologies Inc., Medtox Scientific, Inc.,
Misonix, Inc., Mocon, Inc., Novadel Pharma Inc., NTN Buzztime, Inc., Olympic
Steel, Inc., Peerless Mfg. Co., Premier Financial Bancorp, Inc., RCM
Technologies, Inc., Sun Hydraulics Corporation, Tele Norte Cellular Holding
Company, Telecommunication Systems, Inc., Tutogen Medical, Inc., and XETA
Technologies, Inc.
As a result of changes in market capitalizations from year to year, only two of
the companies comprising the Similar Cap Issuer index in the Company's 2006
Proxy Statement met the criteria for inclusion in the Similar Cap Issuer index
in this Form 10-K, Focus Enhancements, Inc. and Hi-Tech Pharmacal Co., Inc. The
remaining companies comprising the Similar Cap Issuer index in the Company's
2006 Proxy Statement were: Abigail Adams National Bancorp, Inc., Allied
Healthcare Products, Inc., American Communities Properties Trust, Ark
Restaurants Corp., Bolt Technology Corporation, Cambior Inc., Champion
Industries, Inc., Clean Harbors, Inc., Devcon International Corp., First Mariner
Bancorp, Fortune Industries, Inc., Giga-tronics Incorporated, Goldleaf Financial
Solutions, Inc., HearUSA, Inc., Horizon Bancorp (Indiana), Ipix Corporation,
Mannatech, Incorporated, MFB Corp., Midsouth Bancorp, Inc., New Brunswick
Scientific Co., Inc., Perficient, Inc., Schiff Nutrition International, Inc.,
Smith Micro Software, Inc., T-3 Energy Services, Inc. and Vitran Corporation.
Equity Compensation Plan Information
See Item 12 of Part III of this annual report on Form 10-K that incorporates
such information by reference from the Company's Proxy Statement for its 2007
Annual Meeting of Shareholders.
20
Item 6. Selected Financial Data
------- -----------------------
The selected consolidated financial data presented below for, and as of the end
of, each of the last five fiscal years has been derived from and is qualified by
reference to the consolidated financial statements. The consolidated financial
statements have been audited by McGladrey & Pullen, LLP, independent registered
public accounting firm. The information should be read in conjunction with the
consolidated financial statements and related notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations", which
is Item 7 of Part II of this annual report on Form 10-K. These historical
results are not necessarily indicative of the results to be expected in the
future.
During January 2007, the Company, through a newly created subsidiary of Kable
Media Services, Inc., completed the acquisition of 100% of the stock of Palm
Coast Data Holdco, Inc, who, through its subsidiary, Palm Coast Data LLC, is a
provider of fulfillment services for magazine publishers and others. For
additional information regarding the acquisition, see Note 2 to the consolidated
financial statements.
Year Ended April 30,
-------------------------------------------------------------------------------
2007 2006 2005 2004 2003
-------------- --------------- --------------- --------------- -------------
(In thousands, except per share amounts)
Financial Summary:
Revenues $ 204,839 $ 148,296 $ 134,506 $ 129,291 $ 72,189
Income from Continuing
Operations $ 46,697 $ 22,494 $ 15,588 $ 11,297 $ 6,227
Income (loss) from
Discontinued Operations,
net of tax $ (1,591) $ 3,556 $ (63) $ 380 $ 46
Net Income $ 45,106 $ 26,050 $ 15,525 $ 11,677 $ 6,273
Total Assets $ 292,659 $ 189,041 $ 194,309 $ 171,165 $ 159,550
Capitalization:
Shareholders' Equity $ 160,004 $ 118,970 $ 117,405 $ 105,522 $ 93,828
Notes Payable $ 32,299 $ 6,016 $ 12,054 $ 12,643 $ 18,427
Per Share:
Earnings from Continuing
Operations $ 7.02 $ 3.39 $ 2.36 $ 1.71 $ 0.94
Income (loss) from
Discontinued Operations $ (0.24) $ 0.54 $ (0.01) $ 0.06 $ 0.01
Earnings Per Share-
Basic and Diluted $ 6.78 $ 3.93 $ 2.35 $ 1.77 $ 0.95
Book Value $ 24.05 $ 17.91 $ 17.72 $ 15.97 $ 14.24
Cash Dividends $ .85 $ 4.05 $ 0.40 $ 0.25 $ -
Shares Outstanding 6,654 6,644 6,626 6,606 6,588
Item 7. Management's Discussion and Analysis of Financial Condition
------- -----------------------------------------------------------
and Results of Operations
-------------------------
INTRODUCTION
------------
For a description of the Company's business, refer to Item 1 of Part I of this
annual report on Form 10-K.
As indicated in Item 1, the Company is primarily engaged in three business
segments: the Real Estate business operated by AMREP Southwest and the
Fulfillment Services and Newsstand Distribution Services businesses operated by
Kable. Data concerning industry segments is set forth in Note 17 of the notes to
the consolidated financial statements. The Company's foreign sales and
activities are not significant.
21
The following provides information that management believes is relevant to an
assessment and understanding of the Company's consolidated results of operations
and financial condition. The discussion should be read in conjunction with the
consolidated financial statements and accompanying notes. All references in this
Item 7 to 2007, 2006 and 2005 mean the fiscal years ended April 30, 2007, 2006
and 2005.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
------------------------------------------
The Company prepares its financial statements in conformity with accounting
principles generally accepted in the United States of America. The Company
discloses its significant accounting policies in the notes to its audited
consolidated financial statements.
The preparation of such financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the dates of
those financial statements as well as the reported amounts of revenues and
expenses during the reporting periods. Areas that require significant judgments
and estimates to be made include: (i) the determination of revenue recognition
for the Newsstand Distribution Services business, which is based on estimates of
allowances for magazine returns to the Company from wholesalers and the
offsetting return of magazines by the Company to publishers for credit; (ii)
allowances for doubtful accounts; (iii) real estate cost of sales calculations,
which are based on land development budgets and estimates of costs to complete;
(iv) the determination of revenue recognition under the percentage-of-completion
method for certain development contracts, which is determined based on the
percentage of total costs incurred to date in proportion to total estimated
costs to complete the project; (v) cash flow and valuation assumptions in
performing asset impairment tests of long-lived assets, goodwill impairment and
assets held for sale; (vi) actuarially determined benefit obligations for
pension plan accounting; and (vii) legal contingencies. Actual results could
differ from those estimates.
There are numerous critical assumptions that may influence accounting estimates
in these and other areas. Management bases its critical assumptions on
historical experience, third-party data and various other estimates that it
believes to be reasonable under the circumstances. Certain of the most critical
assumptions made in arriving at these accounting estimates include the
following: (i) Newsstand Distribution Services revenues represent commissions
earned from the distribution of publications for client publishers that are
recorded by the Company at the time the publications go on sale in accordance
with Statement of Financial Accounting Standards ("SFAS") No. 48, "Revenue
Recognition When Right of Return Exists". The publications generally are sold on
a fully returnable basis, which is in accordance with prevailing trade practice.
Accordingly, the Company provides for estimated returns by charges to income
that are determined on an issue-by-issue basis utilizing historical experience
and current sales information. The financial impact to the Company of a change
in the sales estimate for magazine returns to it from its wholesalers is
substantially offset by the simultaneous change in the Company's estimate of its
cost of purchases since it passes on the returns to publishers for credit. As a
result, the effect of a difference between the actual and estimated return rates
on the Company's commission revenues is the amount of the commission
attributable to the difference. The effect of an increase or decrease in the
Company's estimated rate of returns of 1% during any period would be dependent
upon the mix of magazines involved and the related selling prices and commission
rates, but would generally result in a change in that period's net commission
revenues of approximately $125,000; (ii) management determines the allowance for
doubtful accounts by attempting to identify troubled accounts by analyzing the
credit risk of specific customers and by using historical experience applied to
the aging of accounts and, where appropriate within the real estate business, by
reviewing any collateral which may secure a receivable; (iii) real estate
development costs are incurred throughout the life of a project, and the costs
of initial sales from a project frequently must include a portion of costs that
have been budgeted based on engineering estimates or other studies, but not yet
incurred; (iv) percentage-of-completion revenue recognition for certain
development contracts is based on the percentage of total costs incurred to date
in proportion to total estimated costs to complete the contract. Total estimated
costs, and thus contract income, are impacted by several factors including, but
not limited to, changes in the costs of subcontractors, materials and equipment,
productivity and scheduling; (v) asset impairment determinations (including that
of goodwill, which is based on the fair value of reporting units) are based upon
the intended use of assets and expected future cash flows; (vi) benefit
obligations and other pension plan accounting and disclosure is based upon
numerous assumptions and estimates, including the expected rate of investment
return on retirement plan assets, the interest rate used to determine the
present value of liabilities (the discount rate), and certain employee-related
factors such as turnover, retirement age and mortality. The effect of every
0.25% change in the investment rate of return on retirement plan assets would
increase or decrease the pension expense by approximately $72,000
22
per year, an increase in the discount rate of 0.25% at a fiscal year-end would
result in a decrease in the subsequent year's pension cost of approximately
$51,000 and a decrease in the discount rate of 0.25% at a fiscal year-end would
increase the subsequent year's pension cost by approximately $45,000; and (vii)
the Company is currently involved in one significant legal proceeding which is
described in Item 3 of this annual report on Form 10-K, and various more routine
matters. If the summary judgment in favor of the defendants, including the
Company, were reversed upon appeal in the significant proceeding and if the
plaintiffs were then to prevail in the case, the result could have a material
adverse effect on the financial condition of the Company. Also, it is possible
that the consolidated financial position or results of operations for any
particular quarterly or annual period could be materially affected by an outcome
of other litigation that is significantly different from the Company's
assumptions.
Year Ended April 30, 2007 Compared to Year Ended April 30, 2006
---------------------------------------------------------------
Results of Operations
Net income in 2007 was $45,106,000, or $6.78 per share, compared to 2006 net
income of $26,050,000, or $3.93 per share. Results for 2007 consisted of net
income from continuing operations of $46,697,000, or $7.02 per share, and a net
loss from discontinued operations of $1,591,000, or $0.24 per share, compared to
the 2006 results which consisted of net income from continuing operations of
$22,494,000, or $3.39 per share, and net income from discontinued operations of
$3,556,000, or $0.54 per share. 2007 consolidated revenues were $204,839,000, an
increase of $56,543,000 (38%) over 2006 consolidated revenues of $148,296,000.
The increase in consolidated revenues was attributable to continued revenue
growth achieved by the Company's Real Estate operations, and, to a lesser
extent, the acquisition of Palm Coast by the Company's Kable Media Services,
Inc. subsidiary. The increase in net income from continuing operations was
attributable to higher gross profits associated with the increased real estate
land sales.
Net income from discontinued operations in 2006 reflected the gain from the
disposition of the primary assets of the Company's El Dorado, New Mexico water
utility subsidiary, which were taken through condemnation proceedings during
2006. In June 2007, the Company settled all existing litigation involving this
former subsidiary. The total amount of the settlements, including legal fees,
was $1,591,000, net of tax, and has been accounted for as a loss from
discontinued operations in 2007.
Revenues from real estate land sales at AMREP Southwest increased $38,015,000
(66%) from $57,810,000 for 2006 to $95,825,000 in 2007. This substantial revenue
increase was due to higher average selling prices and increased sales of both
developed and undeveloped lots as well as commercial and industrial properties
in the Company's principal market of Rio Rancho, New Mexico. An increase in
revenues from additional sales in all categories of residential and commercial
lots in 2007 compared to 2006 resulted from the strength of the Rio Rancho
market, particularly in the first six months of the year. Revenues from sales of
developed lots to homebuilders increased from $31,920,000 in 2006 to $39,407,000
in 2007. Revenues from sales of undeveloped builder lots increased from
$19,514,000 in 2006 to $40,690,000, principally due to higher prices for
scattered builder lots, and revenues from sales of commercial and industrial
properties increased in 2007 to $15,728,000 from $6,376,000 in 2006 as a result
of an increased number of and size of transactions. The average gross profit
percentage on land sales increased from 54% in 2006 to 68% for 2007, reflecting
higher average selling prices in 2007 and the mix of developed and undeveloped
residential lots sold in each of the periods.
In recent years the average selling price of land sold by the Company in Rio
Rancho has increased significantly, from $37,900 per acre in 2005 to $63,200 per
acre in 2006 and $91,200 per acre in 2007. This increase has been due to a
number of factors, including differences in the mix of the types of properties
sold in each period and the effects of a strong regional market which resulted
in three consecutive years of a record number of single-family residential
housing starts in Rio Rancho, reaching a total in excess of 3,000 starts during
the twelve months ending April 30, 2006. The real estate market in Rio Rancho
has softened in recent months, however, and there was a 55% decline in the
number of housing starts in fiscal 2007 compared to fiscal 2006. In addition, in
May 2007 Rio Rancho's largest employer, Intel Corporation, announced a workforce
reduction starting in August 2007 of at least 1,000 jobs in Rio Rancho, which
could reduce the demand for the Company's land inventory. As a result of these
and other factors, including the nature and timing of specific transactions,
revenues and related gross profits from real estate land sales can vary
significantly from period to period and prior results are not necessarily a good
indication of what may occur in future periods.
23
Revenues from Kable's Fulfillment Services and Newsstand Distribution Services
businesses (collectively, "Media Services") increased $12,042,000 (14%) from
$88,463,000 in 2006 to $100,505,000 in 2007. This increase in revenues was
primarily attributable to the January 16, 2007 acquisition of Palm Coast.
Newsstand Distribution Services revenues increased by $1,253,000 (10%) from
$13,131,000 in 2006 to $14,384,000 in 2007, principally due to a 6% increase in
commission revenues from new business. Fulfillment Services revenues increased
by $10,789,000 (14%) from $75,332,000 in 2006 to $86,121,000 in 2007 due to the
contribution from Palm Coast. The increase in revenues from the Palm Coast
acquisition was partially offset by decreases in core and ancillary services of
customer telephone, lettershop and list services of other parts of Kable's
Fulfillment Services business. The revenue decreases in core and ancillary
services resulted from continued competitive market pressures and customer
losses. Pricing pressure from customers due to the competitive environment for
Fulfillment Services business also had a negative effect on Fulfillment Services
revenues and profitability in the fourth quarter of 2007, which is expected to
continue into fiscal 2008. Media Services operating expenses increased by
$11,306,000 (15%) in 2007 compared to 2006, primarily attributable to (i) the
addition of operating expenses of Palm Coast and (ii) an increase in Newsstand
Distribution Services operating expenses, principally payroll, associated with
the revenue growth of that business, offset in part by decreased payroll and
benefit expenses in other parts of Kable's Fulfillment Services businesses.
Media Services general and administrative expenses increased $1,549,000 (20%) in
2007 compared to 2006 as the addition of Palm Coast was only partially offset by
lower costs in other Fulfillment Services businesses.
Although there are multiple revenue streams in the Fulfillment Services
business, including revenues from the maintenance of customer computer files and
the performance of other fulfillment-related activities, including telephone
(call center) support and graphic arts and lettershop services, a customer
generally contracts for and utilizes all available services as a total package,
and the Company would not provide its ancillary services to a customer unless it
was also providing the core service of maintaining a data base of subscriber
names. Thus, variations in fulfillment revenues are the result of fluctuations
in the number and sizes of customers rather than in the demand for a particular
service. This is also true in the Newsstand Distribution Services business where
there is only one primary service provided which results in one revenue source,
the commissions earned on the distribution of magazines. The Company competes
with other companies, including three much larger companies in the Newsstand
Distribution Services business and one much larger company in the Fulfillment
Services business, and the competition for new customers is intense in both
segments, which results in a price sensitive industry that may restrict the
Company's ability to increase its prices.
During fiscal 2003, Kable acquired the Colorado-based fulfillment services
business of Electronic Data Systems Corporation ("EDS"). Since that time Kable
has outsourced to EDS a substantial portion of the data processing required to
service that business but has intended to move that activity in-house when it
had a suitable internal data processing system. Kable has been developing an
expanded internal data processing platform ("Kable system") to service the EDS
business along with its existing fulfillment business. Palm Coast, which the
Company acquired in January 2007, also maintains an internal data processing
system. The Company is in the process of migrating its Colorado fulfillment
services customers away from the EDS system to the Company's internal systems.
The migration process is technically complex and the Company is encountering
unanticipated problems that have delayed its full implementation. Should the
Company continue to encounter such problems and delays, it may continue to be
burdened with its outsourcing and additional development costs, and it may
result in a devaluation of its investment in the expanded data processing
platform.
Kable management is presently evaluating its future operational course of action
to determine the next steps relative to the migration of the former EDS
customers to the new Kable system and additionally considering the possibility
of maintaining the Palm Coast and other customers on the Palm Coast system.
Should Kable be unable, in an economically practical manner, to resolve the
unanticipated problems that have arisen within the EDS migration process, it
will continue to be burdened with additional development and outsourcing costs
which may negatively impact the value of its investment in the Kable system and
offset the benefits being contributed by the Palm Coast acquisition.
Real estate commissions and selling expenses remained generally unchanged in
2007 compared to 2006 despite the increase in land sales, primarily due to
decreases in variable commissions and selling expenses. Such costs generally
vary depending upon the terms of specific land sale transactions. Real estate
and corporate general and administrative expenses increased by $728,000 (17%) in
2007 compared to the prior year due to increased legal, real estate consulting
and other consulting fees associated with Sarbanes-Oxley Act requirements.
24
Interest and other revenues increased by $6,486,000 in 2007 compared to the
prior year, primarily as a result of increased interest income on invested cash
balances as well as from the first quarter sale of certain real estate
investment assets, including the Company's office building in Rio Rancho, New
Mexico, which in the aggregate contributed a pre-tax gain of $4,107,000.
The Company's effective tax rate from continuing operations was 33.9% in 2007
compared to 31.3% in 2006. The decrease from the statutory rate in both years
was primarily due to tax benefits associated with charitable contributions of
land.
Year Ended April 30, 2006 Compared to Year Ended April 30, 2005
---------------------------------------------------------------
Results of Operations
Net income in 2006 was $26,050,000, or $3.93 per share, compared to net income
of $15,525,000, or $2.35 per share, in 2005. The 2006 results consisted of net
income from continuing operations of $22,494,000, or $3.39 per share, and net
income from discontinued operations of $3,556,000, or $0.54 per share, versus
net income from continuing operations of $15,588,000, or $2.36 per share, and a
net loss from discontinued operations of $63,000, or $0.01 per share, in 2005.
The substantial increase in net income from continuing operations in 2006 was
attributable to significant revenue growth and the resulting gross profits
achieved in the Company's Real Estate operations. Consolidated revenues
increased $13,790,000 (10%) to $148,296,000 in 2006 from $134,506,000 in 2005 as
a result of the increased real estate revenues, partially offset by decreased
revenues from the Company's Media Services operations.
Net income from discontinued operations in 2006 reflected the gain from the
disposition of the primary assets of the Company's El Dorado, New Mexico water
utility subsidiary, which were taken through condemnation proceedings. The
Company began accounting for this subsidiary as a discontinued operation in the
quarter ended January 31, 2005. Accordingly, financial information for prior
periods was reclassified to conform to this presentation.
Revenues from land sales at the Company's AMREP Southwest subsidiary increased
approximately 60%, from $36,154,000 in 2005 to $57,810,000 in 2006, resulting in
significantly higher gross profits in 2006 compared to the prior year. This
substantial revenue increase was due to increased sales of both developed and
undeveloped lots in the Company's principal market of Rio Rancho, New Mexico. An
increase in revenues from the sale of developed lots to homebuilders from
$14,994,000 in 2005 to $31,920,000 in 2006 demonstrated the continuing strength
of the Rio Rancho market, while revenues from the sale of undeveloped builder
lots increased from $11,914,000 in 2005 to $19,514,000 in 2006, principally due
to one large transaction that was part of a redevelopment project being
undertaken by another company. Revenues from sales of commercial and industrial
properties decreased slightly in 2006, from $7,183,000 in 2005 to $6,376,000 in
2006, as the prior year included one large sale that represented a major
component of the revenues whereas 2006 activity consisted of numerous smaller
transactions. The average gross profit percentage on land sales decreased to 54%
in 2006 from 55% in 2005, reflecting the relative mix of lots sold in each year.
Revenues and related gross profits from land sales can vary significantly from
period to period as a result of many factors, including the nature and timing of
specific transactions, and prior results are not necessarily a good indication
of what may occur in future periods.
Revenues from Media Services operations decreased from $96,913,000 in 2005 to
$88,463,000 in 2006. or a decrease of 9%. This revenue decline was due to a
decrease in Fulfillment Services revenues of $8,564,000 (10%) offset in part by
a $114,000 (1%) increase in Newsstand Distribution Services revenues.
The 10% revenue decline in Fulfillment Services in 2006 was principally caused
by customer losses that occurred in earlier periods at Kable's Colorado
fulfillment services business that was acquired from EDS in fiscal 2003, while
revenues of Newsstand Distribution Services increased 1% primarily because
decreases in gross billings to existing customers were offset by additional
revenues generated by new business. Total operating expenses of the Media
Services operation decreased by $5,368,000 (6.8%) in 2006 compared to 2005, with
the operating expenses of Fulfillment Services decreasing $5,179,000 (7.4%)
compared to the prior year principally due to decreases in payroll and other
variable expenses resulting from the fulfillment services revenue decrease as
well as the non-recurrence of certain consulting expenses incurred in the prior
year. Fulfillment operating expenses amounted to 87% of related revenues in 2006
compared to 84% in 2005. Operating expenses for Newsstand Distribution Services
25
decreased $189,000 (2.1%) in 2006 compared to 2005 principally as a result of
certain one-time 2005 marketing costs, and these expenses amounted to 66% of
related revenues in 2006 compared to 68% in 2005.
Real estate commissions and selling expenses decreased from $1,863,000 in 2005
to $1,427,000 in 2006, representing approximately 5.2% and 2.5% of related
revenues in each year; the higher rate in 2005 was primarily due to legal and
other closing costs associated with condemnation proceedings related to the
Company's last parcel of land in Florida. Such costs generally vary depending
upon the terms of specific sale transactions. Real estate and corporate general
and administrative expenses increased by $630,000 in 2006 as a result of an
increase in the Company's stock price which was used to value the portion of
director compensation that was paid in stock, the addition of a corporate
general counsel and the presence in the prior year of a sublease on certain
corporate office space which offset a portion of the Company's rental expense.
General and administrative costs of Media Services operations decreased by
approximately $821,000 (10%) from 2005 to 2006, and remained at approximately 9%
of Kable's total revenues in both years.
Interest and other revenues increased from $1,439,000 in 2005 to $2,023,000 in
2006 as a result of higher average balances of invested cash and cash
equivalents during 2006. Other expenses primarily consisted of expenses
associated with rental operations and real estate taxes on land parcels not
under development, and these expenses decreased from approximately $1,453,000 in
2005 to $1,114,000 in 2006, principally due to costs incurred in 2005 to settle
certain warranty claims related to the Company's previously discontinued
homebuilding operations.
The Company's effective tax rate from continuing operations was 31.3% in 2006
compared to 32.0% in 2005. The decrease from the statutory rate in both years
was primarily due to tax benefits associated with charitable contributions of
land.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
During the past several years, the Company has financed its operations from
internally generated funds from real estate sales and magazine operations and
from borrowings under its various loan agreements.
Cash Flows From Financing Activities
------------------------------------
In January 2007, AMREP Southwest entered into a new loan agreement that replaced
a prior loan agreement entered into in September 2006. The new loan agreement
added a $14,180,000 term loan facility to the unsecured $25,000,000 revolving
credit facility provided in the September 2006 agreement.
The revolving credit facility matures September 17, 2008 and is used to support
real estate development in New Mexico. Borrowings bear annual interest at the
borrower's option at (i) the prime rate (8.25% at April 30, 2007) less 1.00%, or
(ii) the 30-day LIBOR rate plus 1.65% (6.97% at April 30, 2007) if borrowings
are less than $10,000,000 or plus 1.50% if borrowings are $10,000,000 or above.
At April 30, 2007, the outstanding balance of the revolving credit facility was
$6,000,000 with an interest rate of 6.97%. The term loan bears annual interest
at the 30-day LIBOR rate plus 1.75% (7.07% at April 30, 2007), matures December
15, 2008 and is secured by certain of the borrower's notes receivable from real
estate sales. The term loan requires prepayment in an amount equal to
collections on the notes receivable held as collateral and the amount of any
that have experienced payment defaults. At April 30, 2007, the outstanding
balance of the term loan was $10,559,000. The loan agreement contains a number
of restrictive covenants, including one that requires the borrower to maintain a
minimum tangible net worth.
In connection with the completion of the acquisition of Palm Coast, Kable and
certain of its direct and indirect subsidiaries entered into a Second Amended
and Restated Loan and Security Agreement with a bank (the "Present Kable Loan
Agreement"). Certain of Kable's direct and indirect subsidiaries were previously
parties to an Amended and Restated Loan and Security Agreement dated as of April
28, 2005, as amended (the "Prior Kable Loan Agreement"), with the same bank. The
Prior Kable Loan Agreement consisted of several revolving credit facilities and
capital expenditure lines of credit.
The Present Kable Loan Agreement amended the Prior Kable Loan Agreement and
canceled certain of the existing credit facilities, consolidated in part certain
of the revolving credit facilities and existing term debt and added Kable Media
Services Inc. and Palm Coast as additional borrowers. The credit facilities
under the Present Kable Loan Agreement consist of: (i) a revolving credit loan
and letter of credit facility in an aggregate principal amount of up to
$35,000,000 ("Facility A"), a portion of which was used to fund part of the
26
merger consideration for the acquisition of Palm Coast, and the remainder of
which may be used for working capital purposes; (ii) a secured term loan of
approximately $3,000,000 ("Facility B"); (iii) a capital expenditure line of
credit in an amount of up to $1,500,000 to finance new equipment ("Facility C");
and (iv) a second revolving credit loan facility of $10,000,000 ("Facility D")
that may be used exclusively for the payment of accounts payable under a
distribution agreement with a customer of Kable's Distribution Services
business. The borrowers' obligations under the Present Kable Loan Agreement are
secured by substantially all of their assets other than (i) real property and
(ii) any borrower's interest in the capital securities of any other borrower or
any subsidiary of any borrower.
The Facility A, C and D loans mature in May 2010 and bear annual interest at
fluctuating rates that, at the borrowers' option, may be either (i) reserve
adjusted LIBOR rates (5.3% at April 30, 2007) plus a margin established
quarterly of from 1.5% to 2.5% dependent on the borrowers' funded debt to EBITDA
ratio, as defined in the Present Kable Loan Agreement, or (ii) the Lender's
prime rate (8.25% at April 30, 2007). The Facility B loan matures December 31,
2009 and bears annual interest at a rate of 6.4%. At April 30, 2007, the
outstanding balance under Facility A was $11,905,000 with an interest rate of
7.30%, and the outstanding balance under Facility B was $2,699,000 (included in
Other notes payable) with an interest rate of 6.40%. There were no outstanding
balances for Facilities C and D as of April 30, 2007.
The Present Kable Loan Agreement requires the borrowers to maintain certain
financial ratios and contains customary covenants and restrictions, the most
significant of which limit the ability of the borrowers to declare or pay
dividends or make other distributions to the Company unless certain conditions
are satisfied, and that limit the annual amount of indebtedness the borrowers
may incur for capital expenditures and other purposes.
Other notes payable consist of equipment financing loans and a note payable
related to the acquisition of distribution contracts with a weighted average
interest rate of 5.8% at April 30, 2007.
Consolidated notes payable outstanding at April 30, 2007 was $32,299,000
compared to $6,016,000 at April 30, 2006.
On July 16, 2007, the Company's Board of Directors declared a special cash
dividend of $1.00 per common share payable on August 24, 2007 to shareholders of
record at the close of business on August 10, 2007.
Cash Flows From Operating Activities
------------------------------------
Real estate inventory amounted to $46,584,000 at April 30, 2007 compared to
$47,533,000 at April 30, 2006. Inventory in the Company's core real estate
market of Rio Rancho decreased from $40,981,000 at April 30, 2006 to $39,770,000
at April 30, 2007 reflecting the net effect of development spending and land
sales. The balance of inventory principally consisted of properties in Colorado
in both years.
Receivables from Real Estate operations increased from $14,592,000 at April 30,
2006 to $25,117,000 at April 30, 2007, principally resulting from the net effect
of mortgage notes received by AMREP Southwest in connection with real estate
sales that closed during 2007 offset in part by payments received on mortgage
notes. Receivables in the Media Services operations increased from $37,140,000
at April 30, 2006 to $47,825,000 at April 30, 2007, in large part as a result of
the addition of Palm Coast.
Accounts payable and accrued expenses increased from $39,382,000 at April 30,
2006 to $83,557,000 at April 30, 2007, primarily as a result of an increase in
the amounts due publishers pursuant to the terms of a distribution arrangement
with a publisher customer of the Newsstand Distribution Services business that
commenced in April 2006. Under this distribution arrangement, the publisher
bears the ultimate risk of non-collection of related amounts due from the
customers to which the Company distributes the publisher's magazines. Accounts
receivable subject to this arrangement were netted ($21,106,000 was netted at
April 30, 2007 and $20,368,000 at April 30, 2006) against the related accounts
payable due the publisher on the accompanying consolidated balance sheet.
Intangible and other assets increased from $15,238,000 at April 30, 2006 to
$34,014,000 at April 30, 2007, due to an increase in identifiable intangible
assets, principally customer contracts and relationships, with the acquisition
and purchase price allocation of Palm Coast. Similarly, property, plant and
equipment increased from $10,879,000 at April 30, 2006 to $30,518,000 at April
30, 2007, with approximately $12,225,000 of the increase resulting from property
acquired in the Palm Coast acquisition.
27
The unfunded pension liability of the Company's defined benefit retirement plan
decreased from $3,234,000 at April 30, 2006 to $1,243,000 at April 30, 2007,
principally due to an increase in the fair market value of the plan assets
during the year resulting from a combination of realized and unrealized gains
from investment assets. The Company recorded comprehensive income of $1,210,000
in 2007 and $1,904,000 in 2006, reflecting the change in the unfunded pension
liability in each year net of the related deferred tax and unrecognized prepaid
pension amounts.
Cash Flows From Investing Activities
------------------------------------
During January 2007, the Company, through a newly created subsidiary of Kable
Media Services, Inc., acquired Palm Coast for approximately $95,600,000. The
acquisition was financed with existing cash and borrowings.
Capital expenditures for property, plant and equipment amounted to approximately
$1,797,000 and $3,683,000 in 2007 and 2006 and consisted principally of
expenditures for computer hardware and software for Kable's Fulfillment Services
segment. In addition, capital expenditures for investment assets were $2,870,000
in 2007 for the purchase of additional scattered lots in Rio Rancho in order to
increase the Company's percentage ownership in certain areas. In 2006, capital
expenditures for investment assets were $213,000 and principally related to the
development of commercial properties owned by the real estate business. The
Company believes that it has adequate financing capability to provide for
anticipated capital expenditures.
Future Payments Under Contractual Obligations
---------------------------------------------
The table below summarizes significant contractual cash obligations as of April
30, 2007 for the items indicated (in thousands):
Contractual Less than 1-3 3-5 More than
Obligations Total 1 year years years 5 years
----------- ----------- ------------ ----------- ------------ -------------
Notes payable $ 32,299 $ 5,297 $ 15,031 $ 11,971 $ -
Operating leases 24,109 5,162 6,859 5,167 6,921
----------- ------------ ----------- ------------ -------------
Total $ 56,408 $ 10,459 $ 21,890 $ 17,138 $ 6,921
=========== ============ =========== ============ =============
Discretionary Stock Repurchase Program
--------------------------------------
On July 16, 2007, the Company announced that its Board of Directors authorized
the Company to repurchase up to 500,000 shares of its outstanding common stock.
The purchases may be made from time-to-time either in the open market or through
negotiated private transactions. No assurance can be given as to the time period
over which any shares will be purchased or as to whether or to what extent the
share purchase program will be consummated. The Company expects to fund any
share purchases from internally generated cash or from borrowings. The Company
now has 6,653,612 shares of common stock outstanding, and the 500,000 shares
authorized to be repurchased equal approximately 7.5% of such outstanding
shares.
NEW AND EMERGING ACCOUNTING STANDARDS
-------------------------------------
In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes".
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in
the Company's financial statements in accordance with FASB Statement No. 109,
"Accounting for Income Taxes" and provides guidance for recognizing and
measuring tax positions taken or those expected to be taken in a tax return that
directly or indirectly affect amounts reported in the financial statements. FIN
48 also provides accounting guidance for related income tax effects of tax
positions that do not meet the recognition threshold specified in this
interpretation. FIN 48 is effective for fiscal years beginning after December
15, 2006. The Company is currently in the process of assessing the impact of FIN
48. Based on the Company's preliminary analysis, it anticipates that the
adoption of FIN 48 on May 1, 2007 will not have a material impact on its
financial position, results of operations or cash flows. Identified uncertain
tax benefits have been previously recognized under FASB Statement No. 5,
"Accounting for Contingencies", or FASB Statement No. 109, "Accounting for
Income Taxes".
28
In September 2006, the FASB issued Statement No. 157 ("SFAS No. 157"), "Fair
Value Measurements", which defines fair value, establishes a framework for
measuring fair value and expands disclosure of fair value measurements. SFAS No.
157 applies under accounting pronouncements that require or permit fair value
measurements and, accordingly, does not require any new fair value measurements.
SFAS No. 157 is effective for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The Company is currently
evaluating the impact that the adoption of this Statement effective April 30,
2008 will have on its financial position, results of operations and cash flows.
In February 2007, the FASB issued Statement No. 159 ("SFAS No. 159"), "The Fair
Value Option for Financial Assets and Financial Liabilities - Including an
amendment of FASB Statement No. 115", which provides all entities with an option
to report selected financial assets and liabilities at fair value. The objective
of SFAS No. 159 is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in earnings caused by measuring related
assets and liabilities differently without having to apply the complex
provisions of hedge accounting. Certain specified items are eligible for the
irrevocable fair value measurement option as established by SFAS No. 159. SFAS
No. 159 is effective as of the beginning of an entity's first fiscal year
beginning after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year that begins on or before November 15, 2007 provided
the entity also elects to apply the provisions of FASB Statement No. 157, "Fair
Value Measurements". The Company is currently evaluating the impact that the
adoption of this Statement will have on its financial position, results of
operations and cash flows.
The Company will monitor these emerging issues to assess any potential future
impact on its consolidated financial statements.
SEGMENT INFORMATION
-------------------
Information by industry segment is presented in Note 17 to the consolidated
financial statements. This information has been prepared in accordance with SFAS
No. 131, "Disclosures about Segments of an Enterprise and Related Disclosures",
which requires that industry segment information be prepared in a manner
consistent with the manner in which financial information is prepared and
evaluated by management for making operating decisions. A number of assumptions
and estimations are required to be made in the determination of segment data,
including the need to make certain allocations of common costs and expenses
among segments. On an annual basis, management has evaluated the basis upon
which costs are allocated, and has periodically made revisions to these methods
of allocation. Accordingly, the determination of "income from continuing
operations before income taxes" of each segment as summarized in Note 17 to the
consolidated financial statements is presented for informational purposes, and
is not necessarily the amount that would be reported if the segment were an
independent company.
IMPACT OF INFLATION
-------------------
Operations of the Company can be impacted by inflation. Within the industries in
which the Company operates, inflation can cause increases in the cost of
materials, services, interest and labor. Unless such increased costs are
recovered through increased sales prices or improved operating efficiencies,
operating margins will decrease. Within the land development industry, the
Company encounters particular risks. A large part of the Company's real estate
sales are to homebuilders who face their own inflationary concerns that rising
housing costs, including interest costs, may substantially outpace increases in
the income of potential purchasers and make it difficult for them to finance the
purchase of a new home or sell their existing home. If this situation were to
exist, the demand for the Company's land by these homebuilder customers could
decrease. In general, in recent years interest rates have been at historically
low levels and other price increases have been commensurate with the general
rate of inflation in the Company's markets, and as a result the Company has not
found the inflation risk to be a significant problem in its real estate or media
services operations businesses.
FORWARD-LOOKING STATEMENTS AND RISK FACTORS
-------------------------------------------
The Private Securities Litigation Reform Act of 1995 (the "Act") 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 and in
reports to the Company's shareholders and news releases. All statements that
29
express expectations, estimates, forecasts or projections are forward-looking
statements within the meaning of the Act. 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. These risks and uncertainties include, but are
not limited to, those set forth in Item 1A above under the heading "Risk
Factors". 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 Company undertakes no
obligation to revise or update any forward-looking statements, or to make any
other forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
-------- ----------------------------------------------------------
The primary market risk facing the Company is interest rate risk on its
long-term debt and fixed rate receivables. The Company does not hedge interest
rate risk using financial instruments. The Company is also subject to foreign
currency risk, but this risk is not material. The following table sets forth as
of April 30, 2007 the Company's long-term debt obligations and receivables
(excluding trade accounts) by scheduled maturity, weighted average interest rate
and estimated Fair Market Value ("FMV") (dollar amounts in thousands):
There- FMV @
2008 2009 2010 2011 2012 after Total 4/30/07
---- ---- ---- ---- ---- ----- ----- -------
Fixed rate
receivables $ 13,046 $ 11,665 $ - $ - $ - $ - $ 24,711 $ 24,420
Weighted average
interest rate 8.8% 9.6% - - - - 9.2%
Fixed rate debt $ 1,954 $ 1,081 $ 734 $ 33 $ 33 $ - $ 3,835 $ 3,834
Weighted average
interest rate 5.1% 6.4% 6.4% 7.3% 7.3% - 5.8%
Variable rate
debt $ 3,343 $ 13,216 $ - $ 11,905 $ - $ - $ 28,464 $ 28,464
Weighted average
interest rate 7.1% 7.0% - 7.3% - - 7.1%
30
Item 8. Financial Statements and Supplementary Data
------- -------------------------------------------
Management's Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934, as amended. Internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles in the United States of America.
Because of the inherent limitations of internal control over financial
reporting, including the possibility of human error and the circumvention or
overriding of controls, material misstatements may not be prevented or detected
on a timely basis. Accordingly, even internal controls determined to be
effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. Furthermore, projections of any
evaluation of the effectiveness to future periods are subject to the risk that
such controls may become inadequate due to changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
Management has assessed the effectiveness of internal control over financial
reporting as of April 30, 2007 based upon the criteria set forth in a report
entitled Internal Control - Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. Based on its assessment,
management has concluded that, as of April 30, 2007, internal control over
financial reporting was effective.
On January 16, 2007, the Company acquired Palm Coast Data Holdco, Inc. and its
subsidiary, Palm Coast Data LLC (previously defined collectively as "Palm
Coast"). For additional information regarding the acquisition, please read Item
1 of this annual report on Form 10-K. As of April 30, 2007, Palm Coast
represented approximately 20.8% of the Company's total consolidated assets,
exclusive of goodwill, and 6.9% of the Company's consolidated revenues as of and
for the year ended April 30, 2007.
Management has excluded Palm Coast from its scope of this report on internal
controls over financial reporting for the year ended April 30, 2007. Management
is in the process of implementing the internal control structure over the
operations of Palm Coast and expects that this effort will be completed in
fiscal 2008. The assessment and documentation of internal controls requires a
complete review of controls operating in a stable and effective environment.
Management's assessment of the effectiveness of the Company's internal control
over financial reporting has been audited by the Company's independent auditor,
McGladrey & Pullen, LLP, an independent registered public accounting firm, as
stated in their report included herein.
31
Report of Independent Registered Public Accounting Firm
To the Board of Directors
AMREP Corporation
Princeton, New Jersey
We have audited management's assessment, included in the accompanying
Management's Report on Internal Control Over Financial Reporting, that AMREP
Corporation and Subsidiaries maintained effective internal control over
financial reporting as of April 30, 2007, based on "Criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO)." AMREP Corporation's management
is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over
financial reporting. Our responsibility is to express an opinion on management's
assessment and an opinion on the effectiveness of the company's internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management's assessment, testing and evaluating
the design and operating effectiveness of internal control, and performing other
such procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
In our opinion, management's assessment that AMREP Corporation and Subsidiaries
maintained effective internal control over financial reporting as of April 30,
2007, is fairly stated, in all material respects, based on "Criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO)." Also in our opinion, AMREP
Corporation and Subsidiaries maintained, in all material respects, effective
internal control over financial reporting as of April 30, 2007, based on
"Criteria established in Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO)."
The Company acquired Palm Coast Data Holdco, Inc. ("Palm Coast") during 2007,
and management excluded from its assessment of the effectiveness of the
Company's internal control over financial reporting as of April 30, 2007, Palm
Coast's internal control over financial reporting associated with total assets
of $98,689,000 (including goodwill of $49,143,000), total revenues of
$14,039,000, and net loss of $604,000 (before the elimination of intercompany
transactions) included in the consolidated financial statements of the Company
as of and for the year ended April 30, 2007. Our audit of internal control over
financial reporting of the Company excluded an evaluation of the internal
control over financial reporting of Palm Coast.
32
We have also audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the consolidated balance sheets of
AMREP Corporation and Subsidiaries as of April 30, 2007 and 2006, and the
related consolidated statements of income, shareholders' equity and cash flows
for each of the three years in the period ended April 30, 2007 and our report
dated July 16, 2007 expressed an unqualified opinion.
/s/ McGladrey & Pullen, LLP
Davenport, Iowa
July 16, 2007
Report of Independent Registered Public Accounting Firm
To the Board of Directors
AMREP Corporation
Princeton, New Jersey
We have audited the consolidated balance sheets of AMREP Corporation and
Subsidiaries as of April 30, 2007 and 2006, and the related consolidated
statements of income, shareholders' equity and cash flows for each of the three
years in the period ended April 30, 2007. Our audits also included the financial
statement schedule of AMREP Corporation listed in item 15(a). These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of AMREP Corporation
and Subsidiaries as of April 30, 2007 and 2006, and the results of their
operations and their cash flows for each of the three years in the period ended
April 30, 2007, in conformity with U.S. generally accepted accounting
principles. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly in all material respects the information set forth
therein.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of AMREP
Corporation's and Subsidiaries' internal control over financial reporting as of
April 30, 2007, based on "Criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO)" and our report dated July 16, 2007 expressed an unqualified
opinion on management's assessment of the effectiveness of AMREP Corporation's
internal control over financial reporting and an unqualified opinion on the
effectiveness of AMREP Corporation's internal control over financial reporting.
/s/ McGladrey & Pullen, LLP
Davenport, Iowa
July 16, 2007
33
AMREP CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
APRIL 30, 2007 AND 2006
(Dollar amounts in thousands)
ASSETS 2007 2006
------ ----------------------- -----------------------
CASH AND CASH EQUIVALENTS $ 42,102 $ 46,882
RECEIVABLES, net:
Real estate operations 25,117 14,592
Media services operations 47,825 37,140
----------------------- -----------------------
72,942 51,732
REAL ESTATE INVENTORY 46,584 47,533
INVESTMENT ASSETS, net 12,165 11,586
PROPERTY, PLANT AND EQUIPMENT, net 30,518 10,879
INTANGIBLE AND OTHER ASSETS, net 34,014 15,238
GOODWILL 54,334 5,191
----------------------- -----------------------
TOTAL ASSETS $ 292,659 $ 189,041
======================= =======================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
LIABILITIES:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES $ 83,557 $ 39,382
DEFERRED REVENUE 4,352 7,741
NOTES PAYABLE:
Amounts due within one year 5,297 1,673
Amounts subsequently due 27,002 4,343
----------------------- -----------------------
32,299 6,016
TAXES PAYABLE 55 4,548
DEFERRED INCOME TAXES 11,149 9,150
ACCRUED PENSION COST 1,243 3,234
----------------------- -----------------------
TOTAL LIABILITIES 132,655 70,071
----------------------- -----------------------
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value;
shares authorized - 20,000,000; shares issued - 7,419,704 at
April 30, 2007 and 7,417,204 at April 30, 2006 742 742
Capital contributed in excess of par value 46,085 45,771
Retained earnings 121,333 81,875
Accumulated other comprehensive loss, net (2,862) (4,072)
Treasury stock, 766,092 shares at April 30, 2007 and
773,592 shares at April 30, 2006, at cost (5,294) (5,346)
----------------------- -----------------------
TOTAL SHAREHOLDERS' EQUITY 160,004 118,970
----------------------- -----------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 292,659 $ 189,041
======================= =======================
The accompanying notes to consolidated financial statements are an
integral part of these consolidated financial statements.
34
AMREP CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
Year Ended April 30,
-------------------------------------------------------------------------
2007 2006 2005
--------------------- --------------------- --------------------
REVENUES:
Real estate land sales $ 95,825 $ 57,810 $ 36,154
Media services operations 100,505 88,463 96,913
Interest and other 8,509 2,023 1,439
--------------------- --------------------- --------------------
204,839 148,296 134,506
--------------------- --------------------- --------------------
COSTS AND EXPENSES:
Real estate land sales 31,154 26,732 16,105
Operating expenses:
Media services operations 85,262 73,956 79,324
Real estate commissions and selling 1,404 1,427 1,863
Other 1,376 1,114 1,453
General and administrative:
Media services operations 9,235 7,686 8,507
Real estate operations and corporate 5,038 4,310 3,680
Interest expense, net of capitalized amounts 702 344 660
--------------------- --------------------- --------------------
134,171 115,569 111,592
--------------------- --------------------- --------------------
INCOME FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES 70,668 32,727 22,914
PROVISION FOR INCOME TAXES FROM
CONTINUING OPERATIONS 23,971 10,233 7,326
--------------------- --------------------- --------------------
INCOME FROM CONTINUING OPERATIONS 46,697 22,494 15,588
INCOME (LOSS) FROM OPERATIONS OF
DISCONTINUED BUSINESS (NET OF
INCOME TAXES) (1,591) 3,556 (63)
--------------------- --------------------- --------------------
NET INCOME $ 45,106 $ 26,050 $ 15,525
===================== ===================== ====================
EARNINGS PER SHARE FROM CONTINUING
OPERATIONS $ 7.02 $ 3.39 $ 2.36
EARNINGS (LOSS) PER SHARE FROM
DISCONTINUED OPERATIONS (0.24) .54 (0.01)
--------------------- --------------------- --------------------
EARNINGS PER SHARE - BASIC AND DILUTED $ 6.78 $ 3.93 $ 2.35
===================== ===================== ====================
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 6,650 6,633 6,616
===================== ===================== ====================
The accompanying notes to consolidated financial statements are an
integral part of these consolidated financial statements.
35
AMREP CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Amounts in thousands)
Capital Accumulated Treasury
Common Stock Contributed in Other Stock,
------------------- Excess of Retained Comprehensive at
Shares Amount Par Value Earnings Loss Cost Total
------- -------- --------------- --------- ------------- ---------- -----------
BALANCE, April 30, 2004 7,409 $ 741 $ 45,133 $ 69,815 $ (4,614) $ (5,553) $ 105,522
Net income - - - 15,525 - - 15,525
Other comprehensive
(loss) - - - - (1,362) - (1,362)
----------- -------------------
Total comprehensive
income 14,163
-----------
Cash dividends, $0.40
per share - - - (2,645) - - (2,645)
Issuance of stock under
Directors' Plan - - 227 - - 103 330
Exercise of stock options 6 - 35 - - - 35
------- -------- --------------- --------- ------------- ---------- -----------
BALANCE, April 30, 2005 7,415 741 45,395 82,695 (5,976) (5,450) 117,405
Net income - - - 26,050 - - 26,050
Other comprehensive
income - - - - 1,904 - 1,904
-----------
Total comprehensive
income 27,954
-----------
Cash dividends, $4.05 per
share - - - (26,870) - - (26,870)
Issuance of stock under
Directors' Plan - 1 336 - - 104 441
Exercise of stock options 2 - 40 - - - 40
------- -------- --------------- --------- ------------- ---------- -----------
BALANCE, April 30, 2006 7,417 742 45,771 81,875 (4,072) (5,346) 118,970
Net income - - - 45,106 - - 45,106
Other comprehensive
income - - - - 1,210 - 1,210
-----------
Total comprehensive
income 46,316
-----------
Cash dividends, $0.85 per
share - - - (5,648) - - (5,648)
Issuance of stock under
Directors' Plan - - 287 - - 52 339
Exercise of stock options 3 - 27 - - - 27
------- -------- --------------- --------- ------------- ---------- -----------
BALANCE, April 30, 2007 7,420 $ 742 $ 46,085 $121,333 $ (2,862) $ (5,294) $ 160,004
======= ======== =============== ========= ============= ========== ===========
The accompanying notes to consolidated financial statements are an
integral part of these consolidated financial statements.
36
AMREP CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
Year Ended April 30,
----------------------------------------------------------------
2007 2006 2005
------------------ ------------------- -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 45,106 $ 26,050 $ 15,525
Adjustments to reconcile net income
to net cash provided by operating activities-
Depreciation and amortization 7,319 5,568 5,343
Non-cash credits and charges:
Gain on disposition of assets (4,115) (5,345) -
Provision for doubtful accounts (227) (104) (172)
Pension accrual 26 627 303
Stock based compensation - Directors' Plan 339 441 330
Changes in assets and liabilities, excluding the effect of acquisitions:
Receivables (10,901) 4,202 (8,388)
Real estate inventory 1,064 6,942 (1,258)
Other assets (1,852) (4,027) (2,876)
Accounts payable and accrued expenses, and deferred revenue 33,156 3,400 1,499
Taxes payable (4,493) 2,328 353
Deferred income taxes 3,267 1,764 1,333
------------------ ------------------- -------------------
Net cash provided by operating activities 68,689 41,846 11,992
------------------ ------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures - property, plant, and equipment (1,797) (3,683) (3,060)
Capital expenditures - investment assets (2,870) (213) (1,885)
Deposit from condemnation of Utility Company - - 7,000
Proceeds from disposition of assets 6,173 4,057 190
Acquisitions, net of cash acquired (95,636) - (100)
------------------ ------------------- -------------------
Net cash provided by (used in) investing activities (94,130) 161 2,145
------------------ ------------------- -------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt financing 81,255 29,162 25,596
Principal debt payments (54,973) (35,200) (26,185)
Exercise of stock options 27 40 35
Cash dividends (5,648) (26,870) (2,645)
------------------ ------------------- -------------------
Net cash provided by (used in) financing activities 20,661 (32,868) (3,199)
------------------ ------------------- -------------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,780) 9,139 10,938
CASH AND CASH EQUIVALENTS, beginning of year 46,882 37,743 26,805
------------------ ------------------- -------------------
CASH AND CASH EQUIVALENTS, end of year $ 42,102 $ 46,882 $ 37,743
================== =================== ===================
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid - net of amounts capitalized $ 735 $ 377 $ 568
================== =================== ===================
Income taxes paid - net of refunds $ 24,261 $ 8,230 $ 6,817
================== =================== ===================
Non-cash transactions:
Note payable for acquisition of distribution contracts $ - $ - $ 1,170
Foreclosure on land sale contract $ - $ 1,795 $ -
Transfer of development costs from inventory to investment assets $ - $ 262 $ -
================== =================== ===================
The accompanying notes to consolidated financial statements are an
integral part of these consolidated financial statements.
37
AMREP CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING AND FINANCIAL REPORTING POLICIES:
-------------------------------------------------------------------
Organization and principles of consolidation
--------------------------------------------
The consolidated financial statements include the accounts of AMREP Corporation,
an Oklahoma corporation, and its subsidiaries (individually and collectively, as
the context requires, the "Company"). The Company, through its principal
subsidiaries, is primarily engaged in three business segments. AMREP Southwest
Inc. ("AMREP Southwest") operates in the real estate industry, principally in
New Mexico, and Kable Media Services, Inc. ("Kable") operates in the fulfillment
services and magazine distribution services businesses (collectively, "media
services operations"). All significant intercompany accounts and transactions
have been eliminated in consolidation.
The consolidated balance sheets are presented in an unclassified format since
the Company has substantial operations in the real estate industry and its
operating cycle is greater than one year.
Fiscal Year
-----------
The Company's fiscal year ends on April 30. All references to 2007, 2006 and
2005 mean the fiscal years ended April 30, 2007, 2006 and 2005 unless the
context otherwise indicates.
Revenue recognition
-------------------
Real Estate
-----------
Land sales are recognized when all elements of Statement of Financial Accounting
Standards ("SFAS") No. 66, "Accounting for Sales of Real Estate", are met,
including when the parties are bound by the terms of the contract, all
consideration (including adequate cash) has been exchanged, title and other
attributes of ownership have been conveyed to the buyer by means of a closing
and the Company is not obligated to perform further significant development of
the specific property sold. Profit is recorded either in its entirety or on the
installment method depending upon, among other things, the ability to estimate
the collectibility of the unpaid sales price. In the event the buyer defaults on
the obligation, the property is taken back and recorded as inventory at the
unpaid receivable balance, net of any deferred profit, but not in excess of fair
market value less estimated costs to sell.
Cost of land sales includes all direct acquisition costs and other costs
specifically identified with the property, including pre-acquisition costs and
capitalized real estate taxes and interest, and an allocation of certain common
development costs associated with the entire project. Common development costs
include the installation of utilities and roads, and may be based upon estimates
of cost to complete. The allocation of costs is based on the relative fair value
of the property before development. Estimates and cost allocations are reviewed
on a regular basis until a project is substantially completed, and are revised
and reallocated as necessary on the basis of current estimates.
The Company has also entered into certain sales that require the Company to
complete specified development work subsequent to closing. In such situations,
sales are recorded under the percentage-of-completion method. Revenues and cost
of sales are recorded as development work is performed based on the percentage
that incurred costs to date bear to the Company's estimates of total costs and
contract value. Cost estimates include direct and indirect costs such as labor,
materials and overhead. If a contract extends over an extended period, revisions
in cost estimates during the progress of work would have the effect of adjusting
earnings applicable to performance in prior periods in the current period. When
the current contract estimate indicates a loss, provision is made for the total
anticipated loss in the current period. Consideration received in excess of
amounts recognized as land sale revenues is accounted for as deferred revenue.
Media Services
--------------
Revenues from media services operations include revenues from the distribution
of periodicals and subscription fulfillment and other activities. Revenues from
subscription fulfillment activities represent fees earned from the maintenance
of computer files for customers, which are billed and earned monthly, and other
fulfillment activities including customer telephone support, product
fulfillment, and graphic arts and lettershop services, all of which are billed
and earned as the services are provided. In accordance with Emerging Issues Task
38
Force ("EITF") Issue No. 99-19, "Reporting Revenue Gross as a Principal versus
Net as an Agent", certain reimbursed postage costs are accounted for on a net
basis. Newsstand Distribution Services revenues represent commissions earned
from the distribution of publications for client publishers and are recorded by
the Company at the time the publications go on sale at the retail level, in
accordance with SFAS No. 48, "Revenue Recognition When Right of Return Exists".
Because the publications are sold throughout the distribution chain on a
fully-returnable basis in accordance with prevailing industry practice, the
Company provides for estimated returns from wholesalers at the time the
publications go on sale by charges to income that are based on historical
experience and most recent sales data for publications on an issue-by-issue
basis, and then simultaneously provides for estimated credits from publishers
for the related returns. Accordingly, revenues represent the difference between
the Company's estimates of its net sales to independent wholesalers and its net
purchases from publisher clients. Estimates are continually reevaluated
throughout the sales process, and final settlement is typically made 90 days
after a magazine's "off-sale" date.
Cash and cash equivalents
-------------------------
Cash equivalents consist of short-term, highly liquid investments which have an
original maturity of ninety days or less, and that are readily convertible into
cash.
Receivables
-----------
Receivables are carried at original invoice or closing statement amount less
estimates made for doubtful receivables and, in the case of distribution
receivables, return allowances. Management determines the allowances for
doubtful accounts by reviewing and identifying troubled accounts on a monthly
basis and by using historical experience applied to an aging of accounts. A
receivable is considered to be past due if any portion of the receivable balance
is outstanding for more than 90 days. Receivables are written off when deemed
uncollectible. Recoveries of receivables previously written off are recorded
when received.
Revenue recognition and related receivables for the Newsstand Distribution
Services business is based on estimates of allowances for magazine returns to
the Company from wholesalers and the offsetting return of magazines by the
Company to publishers for credit and is determined on an issue-by-issue basis
utilizing historical experience and current sales information.
Real estate inventory
---------------------
Land and improvements on land held for future development or sale are stated at
the lower of accumulated cost (except in certain instances where property is
repossessed as discussed above under "Revenue recognition"), which includes the
development cost, certain amenities, capitalized interest and capitalized real
estate taxes, or fair market value less estimated costs to sell.
Investment assets
-----------------
Investment assets consist of investment land and commercial rental properties.
Investment land represents vacant, undeveloped land not held for development or
sale in the normal course of business and which is stated at the lower of cost
or fair market value less the estimated costs to sell. Commercial rental
properties are recorded at cost less accumulated depreciation. Depreciation of
commercial rental properties is provided by the straight-line basis over the
estimated useful lives, which generally are 10 years or less for leasehold
improvements and 40 years for buildings.
Property, plant and equipment
-----------------------------
Items capitalized as part of property, plant and equipment are recorded at cost.
Expenditures for maintenance and repair and minor renewals are charged to
expense as incurred, while those expenditures that improve or extend the useful
life of existing assets are capitalized. Upon sale or other disposition of
assets, their cost and the related accumulated depreciation or amortization are
removed from the accounts and the resulting gain or loss, if any, is reflected
in operations.
39
Depreciation and amortization of property, plant and equipment are provided
principally by the straight-line method at various rates calculated to amortize
the book values of the respective assets over their estimated useful lives,
which generally are 10 years or less for furniture and fixtures (including
equipment) and 25 to 40 years for buildings and improvements.
Goodwill
--------
Goodwill is the excess of amounts paid for business acquisitions over the net
fair value of the assets acquired and liabilities assumed. Goodwill arose in
connection with the acquisitions of Kable News Company, Inc. in 1969 and Palm
Coast Data Holdco, Inc. in 2007 (see Note 2).
Goodwill is not amortized, but is reviewed for impairment at least annually. An
impairment charge is generally recognized only when the estimated fair value of
a reporting unit, including goodwill, is less than its carrying amount. If the
estimated fair value of the reporting unit is allocated to the fair value of all
the assets in the reporting unit, the amount allocated to goodwill that is less
than the carrying amount will require an impairment charge in the amount of the
deficit, if any exists. Based on a review completed in April 2007, the Company
believes that no goodwill impairment existed at April 30, 2007.
Long-lived assets
-----------------
Long-lived assets, including real estate inventory, investment assets and
property, plant and equipment, are evaluated in accordance with SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", and reviewed
for impairment when events or changes in circumstances indicate the carrying
value of an asset may not be recoverable. Provisions for impairment are recorded
when undiscounted cash flows estimated to be generated by those assets are less
than the carrying amount of the assets. The amount of impairment would be equal
to the difference between the assets' carrying value and the discounted cash
flows.
Income taxes
------------
Deferred tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities, and are measured by
using currently enacted tax rates expected to apply to taxable income in the
years in which those differences are expected to reverse.
Earnings per share
------------------
Basic earnings per share is based on the weighted average number of common
shares outstanding during each year. Diluted earnings per share is computed
assuming the issuance of common shares for all dilutive stock options
outstanding (using the treasury stock method) during the reporting period.
Stock options
-------------
The Company adopted SFAS No. 123(R), "Share-Based Payment", effective May 1,
2006. SFAS No. 123(R) requires the Company to recognize expense related to the
fair value of share-based compensation awards, including employee and director
stock grants and options.
The Company had issued stock options to non-employee directors under the
Non-Employee Directors Option Plan that was terminated in 2006 (see Note 10).
Stock options granted prior to the adoption of SFAS 123(R) have been issued with
an exercise price at the fair market value of the Company's stock at the date of
grant. Accordingly, no compensation expense has been recognized with respect to
the stock option plan in the years 2006 and prior. In addition, under SFAS No.
123(R) the compensation expense was not material to the results of operations
for 2007.
Pension plan
------------
In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement No. 158 ("SFAS No. 158"), "Employers' Accounting for Defined Benefit
Pension and Other Postretirement Plans", an amendment of FASB Statement Nos. 87,
88, 106 and 132R. SFAS No. 158 requires the recognition of the over-funded or
under-funded status of a defined benefit postretirement plan as an asset or
liability in the statement of financial position and changes in that funded
status in the year in which the changes occur through comprehensive income. SFAS
No. 158 also requires the funded status of a plan be measured as of the date of
its year-end statement of financial position. The Company adopted the
40
recognition, disclosure and measurement provisions of SFAS No. 158 as of April
30, 2007, which did not have a material effect on the Company's consolidated
financial position, results of operations or cash flows.
Comprehensive income (loss)
---------------------------
Comprehensive income (loss) is defined as the change in equity during a period
from transactions and other events from non-owner sources. Comprehensive income
(loss) is the total of net income and other comprehensive income (loss) that,
for the Company, is comprised entirely of the minimum pension liability net of
the related deferred income taxes.
Management's estimates and assumptions
--------------------------------------
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
the financial statements and accompanying notes. The significant estimates that
affect the financial statements include, but are not limited to, real estate
inventory valuation and related revenue recognition, allowances for magazine
returns and doubtful accounts, the recoverability of long-term assets and
amortization periods, goodwill impairment, pension plan assumptions for
determination of benefit obligations and legal contingencies. The Company bases
its significant estimates on historical experience and on various other
assumptions that management believes are reasonable under the circumstances.
Actual results could differ from these estimates; however, there have been no
material changes made to the Company's accounting estimates in the past three
years.
New and Emerging Accounting Standards
-------------------------------------
In June 2006, the FASB issued FASB Interpretation No. 48 ("FIN 48"), "Accounting
for Uncertainty in Income Taxes". FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in the Company's financial statements in
accordance with FASB Statement No. 109, "Accounting for Income Taxes" and
provides guidance for recognizing and measuring tax positions taken or those
expected to be taken in a tax return that directly or indirectly affect amounts
reported in the financial statements. FIN 48 also provides accounting guidance
for related income tax effects of tax positions that do not meet the recognition
threshold specified in this interpretation. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The Company is currently in the process of
assessing the impact of FIN 48. Based on the Company's preliminary analysis, it
anticipates that the adoption of FIN 48 on May 1, 2007 will not have a material
impact on its financial position, results of operations or cash flows.
Identified uncertain tax benefits have been previously recognized under FASB
Statement No 5, "Accounting for Contingencies", or FASB Statement No. 109,
"Accounting for Income Taxes".
In September 2006, the FASB issued Statement No. 157 ("SFAS No. 157"), "Fair
Value Measurements, which defines fair value, establishes a framework for
measuring fair value and expands disclosure of fair value measurements. SFAS No.
157 applies under accounting pronouncements that require or permit fair value
measurements and, accordingly, does not require any new fair value measurements.
SFAS No. 157 is effective for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years. The Company is currently
evaluating the impact that the adoption of this Statement effective April 30,
2008 will have on its financial position, results of operations and cash flows.
In February 2007, the FASB issued Statement No. 159 ("SFAS No. 159"), "The Fair
Value Option for Financial Assets and Financial Liabilities - Including an
amendment of FASB Statement No. 115", which provides all entities with an option
to report selected financial assets and liabilities at fair value. The objective
of SFAS No. 159 is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in earnings caused by measuring related
assets and liabilities differently without having to apply the complex
provisions of hedge accounting. Certain specified items are eligible for the
irrevocable fair value measurement option as established by SFAS No. 159. SFAS
No. 159 is effective as of the beginning of an entity's first fiscal year
beginning after November 15, 2007. Early adoption is permitted as of the
beginning of a fiscal year that begins on or before November 15, 2007 provided
the entity also elects to apply the provisions of FASB Statement No. 157, "Fair
Value Measurements". The Company is currently evaluating the impact that the
adoption of this Statement will have on its financial position, results of
operations and cash flows.
The Company will monitor these emerging issues to assess any potential future
impact on its consolidated financial statements.
41
(2) ACQUISITIONS:
-------------
On January 16, 2007, the Company, through a newly created subsidiary ("Newco")
of Kable, completed the acquisition (the "Acquisition") of 100% of the stock of
Palm Coast Data Holdco, Inc ("Holdco"), which, through its subsidiary, Palm
Coast Data LLC ("Palm Coast Data"; Holdco and Palm Coast Data are referred
herein collectively as "Palm Coast"), is a major provider of fulfillment
services for magazine publishers and others. The Acquisition was intended to
complement and add service capability to the Company's existing fulfillment
services business. The Acquisition was completed pursuant to the terms of an
Agreement and Plan of Merger dated as of November 7, 2006 that provided for the
Acquisition to occur by the merger of Newco with and into Holdco, with Holdco
surviving the merger. As a result of the merger, Palm Coast Data is now an
indirect wholly-owned subsidiary of Kable Media Services, Inc. The merger
consideration was financed with existing cash and borrowings and totaled
approximately $95,600,000. The transaction has been accounted for as a purchase,
and the results of operations of Palm Coast have been included in the
consolidated financial statements since the date of acquisition.
The following unaudited pro forma consolidated information reflects the results
of the Company's operations as if the Acquisition had occurred at the beginning
of 2007 and 2006. These pro forma results are not necessarily an indication of
what may be expected to occur in future periods (in thousands, except per share
data):
Year ended April 30,
------------------------------------
2007 2006
--------------- ----------------
Revenue $ 241,876 $ 197,896
Net income $ 44,931 $ 26,153
Earnings per share-basic and diluted $ 6.76 $ 3.94
The allocation of the purchase price of Palm Coast to net tangible and
identifiable intangible assets was based on their estimated fair values as of
January 16, 2007, determined using valuations and other studies. The excess of
the purchase price plus estimated fees and expenses related to the Acquisition
over the net tangible and identifiable intangible assets was allocated to
goodwill. The purchase price (including closing costs and excluding cash
acquired) has been allocated as follows (in thousands):
Receivables $ 10,082
Property, plant and equipment 22,886
Deferred taxes, net 2,075
Deferred order entry costs 1,636
Customer contracts and relationships 15,000
Goodwill 49,143
Accounts payable and accrued expenses (7,631)
Other assets 2,445
--------------
$ 95,636
==============
The useful lives of the intangible assets acquired are as follows: deferred
order entry costs - one year; customer contracts and relationships - 12 years;
and goodwill - indefinite. The goodwill recognition of $49,143,000 is primarily
related to the anticipated future earnings and cash flows of Palm Coast.
In November 2004, Kable's Distribution Services subsidiary purchased a portfolio
of magazine distribution contracts for a total purchase price of approximately
$1,270,000, consisting of cash ($100,000) and a note payable ($1,170,000). The
purchase price was capitalized and is included in Intangible and Other Assets,
net, on the accompanying balance sheets.
42
(3) RECEIVABLES:
------------
Receivables consist of: April 30,
-------------------------------------
2007 2006
---------------- -----------------
(Thousands)
Real estate operations:
Mortgage and other receivables $ 25,165 $ 14,688
Allowance for doubtful accounts (48) (96)
---------------- -----------------
$ 25,117 $ 14,592
================ =================
Media services operations (maturing within one year):
Fulfillment services $ 29,606 $ 20,266
Newsstand Distribution Services, net of estimated returns 19,550 18,409
---------------- -----------------
49,156 38,675
Allowance for doubtful accounts (1,331) (1,535)
---------------- -----------------
$ 47,825 $ 37,140
================ =================
The Company extends credit to various companies in its real estate and media
services businesses that may be affected by changes in economic or other
external conditions. Financial instruments that may potentially subject the
Company to a significant concentration of credit risk primarily consist of trade
accounts receivable from wholesalers in the magazine distribution industry.
Approximately 43% and 47% of media services net accounts receivable were due
from three customers at April 30, 2007 and 2006. As a result of the
concentration of accounts receivable in three customers, the Company could be
adversely affected by adverse changes in their financial condition or other
factors negatively affecting these companies. As industry practices allow, the
Company's policy is to manage its exposure to credit risk through credit
approvals and limits and, on occasion (particularly in connection with real
estate land sales), the taking of collateral. The Company also provides an
allowance for doubtful accounts for potential losses based upon factors
surrounding the credit risk of specific customers, historical trends and other
financial and non-financial information.
Real estate mortgage receivables bear interest at rates ranging from 8.5% to
10.25% and result primarily from land sales. Maturities of principal on real
estate receivables at April 30, 2007 were as follows: 2008 - $13,446,000; 2009 -
$11,666,000; 2010 - $0; 2011 - $0; 2012 - $53,000.
Because the publications distributed by Kable are sold throughout the
distribution chain on a fully-returnable basis in accordance with prevailing
industry practice, the Company provides for estimated returns from wholesalers
at the time the publications go on sale by charges to income that are based on
historical experience and most recent sales data for publications on an
issue-by-issue basis, and then simultaneously provides for estimated credits
from publishers for the related returns. Newsstand Distribution Services
accounts receivable are net of estimated magazine returns of $52,275,000 in 2007
and $54,071,000 in 2006. In addition, pursuant to an arrangement that commenced
in April 2006 with one publisher customer of the Newsstand Distribution Services
business, the publisher bears the ultimate credit risk of non-collection of
amounts due from the customers to which the Company distributed the publisher's
magazines under this arrangement. Accounts receivable subject to this
arrangement were netted ($21,106,000 and $20,368,000 were netted at April 30,
2007 and 2006) against the related accounts payable due the publisher on the
accompanying balance sheets. Media services operations receivables collateralize
line-of-credit arrangements utilized for the Newsstand Distribution and
Fulfillment Services operations (see Note 9).
Media Services operations provide services to publishing companies owned or
controlled by a major shareholder and member of the Board of Directors.
Commissions and other revenues earned on these transactions represented
approximately 1% of consolidated revenues in 2007 and 2% of consolidated
revenues in 2006 and 2005.
43
(4) REAL ESTATE INVENTORY:
----------------------
Real estate inventory consists of land and improvements held for sale or
development. Accumulated capitalized interest costs included in real estate
inventory at April 30, 2007 and 2006 were $2,293,000 and $2,644,000. Interest
costs capitalized during 2007, 2006 and 2005 were $469,000, $21,000 and $65,000.
Accumulated capitalized real estate taxes included in the inventory of land and
improvements at April 30, 2007 and 2006 were $1,887,000 and $2,191,000. Real
estate taxes capitalized during 2007, 2006 and 2005 were $18,000, $16,000 and
$18,000. Previously capitalized interest costs and real estate taxes charged to
real estate cost of sales were $357,000, $662,000 and $883,000 in 2007, 2006 and
2005, and $64,000 was charged to commercial rental properties in 2005.
Substantially all of the Company's real estate assets are located in or adjacent
to Rio Rancho, New Mexico. As a result of this geographic concentration, the
Company could be affected by changes in economic conditions in that region.
(5) INVESTMENT ASSETS:
------------------
Investment assets consist of:
April 30,
-------------------------------------
2007 2006
---------------- -----------------
(Thousands)
Land held for long-term investment $ 9,039 $ 6,800
---------------- -----------------
Commercial rental properties:
Land, buildings and improvements 3,535 7,051
Furniture and fixtures 42 216
---------------- -----------------
3,577 7,267
Less accumulated depreciation (451) (2,481)
---------------- -----------------
3,126 4,786
---------------- -----------------
$ 12,165 $ 11,586
================ =================
Land held for long-term investment represents property located in areas that are
not planned to be developed in the near term and thus has not been offered for
sale.
Depreciation of investment assets charged to operations amounted to $179,000,
$209,000 and $140,000 in 2007, 2006 and 2005.
(6) PROPERTY, PLANT AND EQUIPMENT:
------------------------------
Property, plant and equipment consist of:
April 30,
-------------------------------------
2007 2006
---------------- -----------------
(Thousands)
Land, buildings and improvements $ 17,217 $ 4,397
Furniture and equipment 41,778 30,117
Other 75 96
---------------- -----------------
59,070 34,610
Less accumulated depreciation (28,552) (23,731)
---------------- -----------------
$ 30,518 $ 10,879
================ =================
Depreciation of property, plant and equipment charged to operations amounted to
$4,983,000, $4,222,000 and $4,001,000 in 2007, 2006 and 2005.
44
(7) INTANGIBLE AND OTHER ASSETS:
----------------------------
Intangible and other assets consist of:
April 30, 2007 April 30, 2006
--------------------------------------- ----------------------------------------
(Thousands)
Accumulated Accumulated
Cost Amortization Cost Amortization
--------------- ----------------- ----------------- ----------------
Software development costs $ 9,461 $ 1,758 $ 7,787 $ 689
Deferred order entry costs 5,837 - 3,872 -
Prepaid expenses 3,302 - 2,137 -
Customer contracts and relationships 15,000 364 - -
Other 5,118 2,582 3,841 1,710
--------------- ----------------- ----------------- ----------------
$ 38,718 $ 4,704 $ 17,637 $ 2,399
=============== ================= ================= ================
Software development costs include internal and external costs of the
development of new or enhanced software programs and are generally amortized
over five years. Deferred order entry costs represent costs incurred in
connection with the data entry of customer subscription information to data base
files and are charged directly to operations over a 12-month period. Customer
contracts and relationships are based on an independent appraisal of the
purchase price allocation of Palm Coast (see Note 2) and are amortized over 12
years.
Amortization related to deferred charges was $2,157,000, $1,137,000 and
$1,202,000 in 2007, 2006 and 2005. Amortization of Intangible and other assets
for each of the next five years is estimated to be as follows: 2008 -
$3,685,000; 2009 - $3,588,000; 2010 - $3,376,000; 2011 - $2,825,000; and 2012 -
$1,986,000.
(8) ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
--------------------------------------
Accounts payable and accrued expenses consist of:
April 30,
-------------------------------------
2007 2006
---------------- -----------------
(Thousands)
Publisher payables, net $ 63,759 $ 27,273
Accrued expenses 6,803 4,320
Trade payables 3,701 2,602
Other 9,294 5,187
---------------- -----------------
$ 83,557 $ 39,382
================ =================
Pursuant to an arrangement with a publisher customer of the Newsstand
Distribution Services business that commenced in April 2006, the Company has
netted $21,106,000 and $20,368,000 of accounts receivable against the related
accounts payable at April 30, 2007 and 2006 (See Note 3).
45
(9) NOTES PAYABLE:
--------------
Notes payable consist of:
April 30,
-------------------------------------
2007 2006
---------------- -----------------
(Thousands)
Line-of-credit borrowings:
Real estate operations $ 6,000 $ -
Media services operations 11,905 2,377
Real estate operations term loan 10,559 -
Other notes payable 3,835 3,639
---------------- -----------------
$ 32,299 $ 6,016
================ ================
Maturities of principal on notes outstanding at April 30, 2007 were as follows:
2008 - $5,297,000; 2009 - $14,297,000; 2010 - $734,000; 2011 - $11,938,000; and
2012 - $33,000
Lines-of-credit and other borrowings
------------------------------------
In January 2007, AMREP Southwest entered into a new loan agreement that replaced
a prior loan agreement entered into in September 2006. The new loan agreement
added a $14,180,000 term loan facility to the unsecured $25,000,000 revolving
credit facility provided in the September 2006 agreement.
The revolving credit facility matures September 17, 2008 and is used to support
real estate development in New Mexico. Borrowings bear annual interest at the
borrower's option at (i) the prime rate (8.25% at April 30, 2007) less 1.00%, or
(ii) the 30-day LIBOR rate plus 1.65% (6.97% at April 30, 2007) if borrowings
are less than $10,000,000 or plus 1.50% if borrowings are $10,000,000 or above.
At April 30, 2007, the outstanding balance of the revolving credit facility was
$6,000,000 with an interest rate of 6.97%. The term loan bears annual interest
at the 30-day LIBOR rate plus 1.75% (7.07% at April 30, 2007), matures December
15, 2008 and is secured by certain of the borrower's notes receivable from real
estate sales. The term loan requires prepayment in an amount equal to
collections on the notes receivable held as collateral and the amount of any
that have experienced payment defaults. At April 30, 2007, the outstanding
balance of the term loan was $10,559,000. The loan agreement contains a number
of restrictive covenants, including one that requires the borrower to maintain a
minimum tangible net worth.
In connection with the completion of the acquisition of Palm Coast, Kable and
certain of its direct and indirect subsidiaries entered into a Second Amended
and Restated Loan and Security Agreement with a bank (the "Present Kable Loan
Agreement"). Certain of Kable's direct and indirect subsidiaries were previously
parties to an Amended and Restated Loan and Security Agreement dated as of April
28, 2005, as amended (the "Prior Kable Loan Agreement"), with the same bank. The
Prior Kable Loan Agreement consisted of several revolving credit facilities and
capital expenditure lines of credit.
The Present Kable Loan Agreement amended the Prior Kable Loan Agreement and
canceled certain of the existing credit facilities, consolidated in part certain
of the revolving credit facilities and existing term debt and added Kable Media
Services, Inc. and Palm Coast as additional borrowers. The credit facilities
under the Present Kable Loan Agreement consist of: (i) a revolving credit loan
and letter of credit facility in an aggregate principal amount of up to
$35,000,000 ("Facility A"), a portion of which was used to fund part of the
merger consideration for the acquisition of Palm Coast, and the remainder of
which may be used for working capital purposes; (ii) a secured term loan of
approximately $3,000,000 ("Facility B"); (iii) a capital expenditure line of
credit in an amount of up to $1,500,000 to finance new equipment ("Facility C");
and (iv) a second revolving credit loan facility of $10,000,000 ("Facility D")
that may be used exclusively for the payment of accounts payable under a
distribution agreement with a customer of Kable's Distribution Services
business. The borrowers' obligations under the Present Kable Loan Agreement are
secured by substantially all of their assets other than (i) real property and
(ii) any borrower's interest in the capital securities of any other borrower or
any subsidiary of any borrower.
The Facility A, C and D loans mature in May 2010 and bear annual interest at
fluctuating rates that, at the borrowers' option, may be either (i) reserve
adjusted LIBOR rates (5.3% at April 30, 2007) plus a margin established
quarterly of from 1.5% to 2.5% dependent on the borrowers' funded debt to EBITDA
ratio, as defined in the Present Kable Loan Agreement, or (ii) the Lender's
prime rate (8.25% at April 30, 2007). The Facility B loan matures December 31,
2009 and bears annual interest at a rate of 6.4%. At April 30, 2007, the
outstanding balance under Facility A was $11,905,178 with an interest rate of
7.30%, and the outstanding balance under Facility B was $2,699,000 (included in
46
Other notes payable) with an interest rate of 6.40%. There were no outstanding
balances for Facilities C and D as of April 30, 2007.
The Present Kable Loan Agreement requires the borrowers to maintain certain
financial ratios and contains customary covenants and restrictions, the most
significant of which limit the ability of the borrowers to declare or pay
dividends or make other distributions to the Company unless certain conditions
are satisfied, and that limit the annual amount of indebtedness the borrowers
may incur for capital expenditures and other purposes.
Other notes payable consist of equipment financing loans and a note payable
related to the acquisition of distribution contracts with a weighted average
interest rate of 5.8% at April 30, 2007.
(10) BENEFIT PLANS:
--------------
Retirement plan
---------------
The Company has a retirement plan for which accumulated benefits were frozen and
future service credits were curtailed as of March 1, 2004. Prior to that date it
had covered substantially all full-time employees and provided benefits based
upon a percentage of the employee's annual salary. The following tables
summarize the balance sheet impact as well as the benefit obligations, assets,
funded status and assumptions associated with the retirement plan.
Net periodic pension cost for 2007, 2006 and 2005 was comprised of the following
components:
Year Ended April 30,
-----------------------------------------------------------------------
2007 2006 2005
-------------------- --------------------- --------------------
(Thousands)
Interest cost on projected
benefit obligation $ 1,789 $ 1,780 $ 1,817
Expected return on assets (2,224) (1,994) (2,064)
Plan expenses 180 212 124
Recognized net actuarial loss 325 629 426
-------------------- --------------------- --------------------
Total cost recognized in pretax income 70 627 303
Cost (benefit) recognized in pretax other
comprehensive income (2,017) (3,173) 2,271
-------------------- --------------------- --------------------
$ (1,947) $ (2,546) $ 2,574
==================== ===================== ====================
The estimated net loss, transition obligation and prior service cost for the
plan that will be amortized from accumulated other comprehensive income into net
periodic benefit cost over the next fiscal year are $149,000, $0 and $0,
respectively.
Assumptions used in determining net periodic pension cost and the benefit
obligations were:
Year Ended April 30,
------------------------------------------------------------------------
2007 2006 2005
-------------------- --------------------- ---------------------
Discount rate 5.75% 5.75% 5.75%
Expected long-term rate of return
on assets 8.0% 8.0% 8.0%
The following table sets forth changes in the plan's benefit obligations and
assets, and summarizes components of amounts recognized in the Company's
consolidated balance sheets:
April 30,
------------------------------------------------------------------------
2007 2006 2005
-------------------- --------------------- ---------------------
(Thousands)
Change in benefit obligation:
Benefit obligation at beginning of year $ 32,159 $ 31,808 $ 30,048
Interest cost 1,789 1,780 1,817
Actuarial (gain) loss (757) 418 1,821
Benefits paid (1,908) (1,847) (1,878)
-------------------- --------------------- ---------------------
Benefit obligation at end of year $ 31,283 $ 32,159 $ 31,808
-------------------- --------------------- ---------------------
47
Change in plan assets:
Fair value of plan assets at beginning of year $ 28,925 $ 26,028 $ 26,842
Contributions 44 - -
Actual return on plan assets 3,125 4,924 1,276
Benefits paid (1,908) (1,847) (1,878)
Plan expenses (146) (180) (212)
-------------------- --------------------- ---------------------
Fair value of plan assets at end of year $ 30,040 $ 28,925 $ 26,028
-------------------- --------------------- ---------------------
Funded status:
Benefit obligation in excess of plan assets $ (1,243) $ (3,234) $ (5,780)
Unrecognized net actuarial loss 4,771 6,788 9,961
-------------------- --------------------- ---------------------
Net asset (liability) recognized in the
balance sheets $ (3,528) $ 3,554 $ 4,181
==================== ===================== =====================
Amounts recognized on the balance sheets:
Accrued pension costs $ (1,243) $ (3,234) $ (5,780)
Pre-tax accumulated comprehensive loss 4,771 6,788 9,961
-------------------- --------------------- ---------------------
$ (3,528) $ 3,554 $ 4,181
==================== ===================== =====================
Due to the adoption of SFAS No. 158 as of April 30, 2007, the funded status of
the plan is equal to the net liability recognized in the April 30, 2007
consolidated balance sheet. As a result of applying SFAS No. 158, there was
minimal incremental affect on individual line items in the accompanying balance
sheet, and no adjustments of retained earnings and accumulated comprehensive
income (loss) was required.
The average asset allocation for the retirement plan by asset category was as follows:
April 30,
------------------------------------------
2007 2006
------------------ -------------------
Equity securities 79% 78%
Fixed income securities 19 19
Other (principally cash and cash equivalents) 2 3
------------------ -------------------
Total 100% 100%
================== ===================
The Company recorded other comprehensive income (loss), net of tax, of
$1,210,000 in 2007, $1,904,000 in 2006 and ($1,362,000) in 2005 to account for
the net effect of changes to the unfunded pension liability.
The investment mix between equity securities and fixed income securities is
based upon achieving a desired return by balancing higher return, more volatile
equity securities and lower return, less volatile fixed income securities. Plan
assets are invested in portfolios of diversified public-market equity and fixed
income securities. Investment allocations are made across a range of markets,
industry sectors, capitalization sizes and, in the case of fixed income
securities, maturities and credit quality. The plan holds no securities of the
Company.
The expected return on assets for the retirement plan is based on management's
expectation of long-term average rates of return to be achieved by the
underlying investment portfolios. In establishing this assumption, management
considers historical and expected returns for the asset classes in which the
plan is invested, as well as current economic and market conditions.
The Company funds the retirement plan according to IRS funding limitations. In
2007, the Company contributed $44,000 to the plan. No contributions were
required in 2006 or 2005. The Company expects to contribute approximately
$200,000 to the retirement plan in fiscal 2008.
The amount of future annual benefit payments is expected to be between $2.0
million and $2.3 million in 2007 through 2011, and an aggregate of approximately
$11.3 million is expected to be paid in the five-year period 2012 through 2016.
48
Savings and salary deferral plans
---------------------------------
The Company has a Savings and Salary Deferral Plan, commonly referred to as a
401(k) plan, in which all full-time employees (other than Palm Coast employees)
with more than one year of service are eligible to participate and contribute to
through salary deductions. The Company may make discretionary matching
contributions, subject to the approval of its Board of Directors. For each of
the three years ended April 30, 2007, the Company matched 66.67% of eligible
employees' contributions up to a maximum of 4% of such employees' compensation.
As a result of the Acquisition, the Company has a 401(k) plan in which all Palm
Coast employees with more than six months of service are eligible to participate
and contribute to through salary deductions. Employees may defer 1% to 20% of
pretax wages to the allowed federal maximum each calendar year. The Company
currently matches 50% of the first 6% of eligible compensation.
The Company's contributions to the plans amounted to approximately $981,000,
$832,000 and $841,000 in 2007, 2006 and 2005.
Directors' stock plan
---------------------
During 2003, the Company adopted the AMREP Corporation 2002 Non-Employee
Directors' Stock Plan and reserved 65,000 shares of common stock for issuance to
non-employee directors. Under the plan, each non-employee director received
1,250 shares of stock on each March 15 and September 15 as partial payment for
services rendered. The expense recorded based upon the fair market value of the
stock at time of issuance under this plan was $339,000, $441,000 and $330,000 in
2007, 2006 and 2005 (7,500 shares issued in 2007 and 15,000 shares issued in
each of 2006 and 2005). This plan was terminated in December 2006.
Equity compensation plan
------------------------
In September 2006 the Company adopted the 2006 Equity Compensation Plan (the
"Plan") that provides for the issuance of up to 400,000 shares of common stock
of the Company pursuant to options, grants or other awards made under the Plan.
As of April 30, 2007, the Company issued no options, grants or other awards
under the Plan.
Stock option plan
-----------------
The Company had in effect a stock option plan that provided for the automatic
issuance of an option to purchase 500 shares of common stock to each
non-employee director annually at the fair market value at the date of grant.
The options are exercisable in one year and expire five years after the date of
grant. The Board of Directors terminated the plan following the annual grants
that were made in September 2005. Options exercised resulted in the issuance of
new shares of common stock.
A summary of activity in the Company's stock option plan is as follows:
Year Ended April 30,
-----------------------------------------------------------------------
2007 2006 2005
-------------------- ----------------------- ----------------------
Weighted Weighted Weighted
Number Average Number Average Number Average
of Exercise of Exercise of Exercise
Shares Price Shares Price Shares Price
------ ----- ------ ----- ------ -----
Options outstanding at
beginning of year 7,000 $ 18.56 7,000 $ 14.92 9,500 $ 9.12
Granted - - 3,000 24.88 3,000 17.55
Exercised (2,500) 15.47 (2,500) 16.13 (5,500) 6.34
Expired or canceled - - (500) 17.56 - -
----------------- ----------------- ---------------
Options outstanding at
end of year 4,500 $ 20.28 7,000 $ 18.56 7,000 $ 14.92
================= ================= ===============
Available for grant at
end of year - - 12,000
================= ================= ===============
49
Options exercisable at
end of year 4,500 4,000 4,000
================= ================= ===============
Range of exercise prices
for options exercisable
at end of year $15.19 to $24.88 $3.95 to $24.88 $3.95 to $17.55
================= ================= ===============
Options outstanding at April 30, 2007 were exercisable over a four-year period
beginning one year from date of grant. The weighted average remaining
contractual lives of options outstanding at April 30, 2007, 2006 and 2005 were
3.2, 3.9, and 3.6 years. The weighted average fair value per option share of
options granted was $8.07 in 2006 and $5.57 in 2005. The fair value of each
option grant is estimated on the date of grant using the Black-Scholes
option-pricing model with the following weighted-average assumptions used for
grants in 2006 and 2005: dividend yield 2.2%; expected volatility of 42%;
risk-free interest rates of 5.0% and 2.8%; and expected lives of 4 years.
The intrinsic value (the difference between the price of the underlying shares
and the exercise price) of options exercisable at April 30, 2007 was $180,000.
The total intrinsic value of options exercised during the years ended April 30,
2007, 2006 and 2005 was $122,000, $25,000 and $74,000.
Stock options granted were issued with an exercise price at the fair market
value of the Company's stock at the date of grant. Accordingly, no compensation
expense was recognized with respect to the stock option plan in the years 2006
and prior. In addition, under SFAS No. 123(R) the compensation expense was not
material to the results of operations for 2007.
(11) INCOME TAXES:
-------------
The provision for income taxes consists of the following:
Year Ended April 30,
------------------------------------------------------------------------
2007 2006 2005
-------------------- --------------------- ---------------------
(Thousands)
Current:
Federal $ 18,228 $ 9,735 $ 5,770
State and local 1,540 823 488
-------------------- --------------------- ---------------------
19,768 10,558 6,258
-------------------- --------------------- ---------------------
Deferred:
Federal 2,940 1,587 928
State and local 328 176 103
-------------------- --------------------- ---------------------
3,268 1,763 1,031
-------------------- --------------------- ---------------------
Total provision for income taxes $ 23,036 $ 12,321 $ 7,289
==================== ===================== =====================
The provision for income taxes has been allocated as follows:
Year Ended April 30,
------------------------------------------------------------------------
2007 2006 2005
-------------------- --------------------- ---------------------
(Thousands)
Continuing operations $ 23,971 $ 10,233 $ 7,326
Discontinued operations (935) 2,088 (37)
-------------------- --------------------- ---------------------
Total provision for income taxes $ 23,036 $ 12,321 $ 7,289
==================== ===================== =====================
50
The components of the net deferred income tax liability are as follows:
April 30,
------------------------------------------
2007 2006
------------------ -------------------
(Thousands)
Deferred income tax assets:
State tax loss carryforwards $ 3,359 $ 3,844
Accrued pension costs 450 1,302
Federal NOL carryforward 2,895 -
Vacation accrual 1,236 859
Other 1,097 996
------------------ -------------------
Total deferred income tax assets 9,037 7,001
------------------ -------------------
Deferred income tax liabilities:
Real estate basis differences (2,181) (2,097)
Reserve for periodical returns (1,888) (1,434)
Depreciable assets (4,680) (3,485)
Deferred gains on investment assets (5,150) (1,450)
Capitalized costs for financial reporting
purposes, expensed for tax (3,624) (4,060)
------------------ -------------------
Total deferred income tax liabilities (17,523) (12,526)
------------------ -------------------
Valuation allowance for realization of state tax
loss carry forwards (2,663) (3,625)
------------------ -------------------
Net deferred income tax liability $ (11,149) $ (9,150)
================== ===================
The following table reconciles taxes computed at the U.S. federal statutory
income tax rate from continuing operations to the Company's actual tax
provision:
Year Ended April 30,
------------------------------------------------------------------------
2007 2006 2005
-------------------- --------------------- ---------------------
(Thousands)
Computed tax provision at
statutory rate $ 24,734 $ 11,455 $ 8,020
Increase (reduction) in tax resulting from:
State income taxes, net of federal
income tax effect 1,296 552 395
Real estate charitable land contribution (1,419) (1,543) (1,093)
Other (640) (231) 4
-------------------- --------------------- ---------------------
Actual tax provision $ 23,971 $ 10,233 $ 7,326
==================== ===================== =====================
The Company has a federal net operating loss carryforward of approximately
$8,300,000 resulting from the purchase price allocation of Palm Coast, which
will begin to expire in the fiscal year ending April 30, 2024. In addition,
$23,483,000 of goodwill associated with the Palm Coast acquisition (see Note 2)
is deductible for tax purposes.
The Company also has state net operating loss carryforwards that will expire
beginning in the fiscal year ending April 30, 2008 through April 30, 2028. The
deferred tax asset of $3,359,000 related to the state net operating loss
carryforwards expires as follows: 2008 - $42,000; 2009 - $0; 2010 - $0; 2011 -
$17,000; 2012 - $0; and thereafter - $3,300,000.
A valuation allowance is provided when it is considered more likely than not
that certain deferred tax assets will not be realized. The valuation allowance
relates entirely to net operating loss carryforwards in states where the Company
has no current operations.
(12) SHAREHOLDERS' EQUITY:
---------------------
The Company recorded other comprehensive income (loss) of $1,210,000 in 2007,
$1,904,000 in 2006 and ($1,362,000) in 2005 to account for the net effect of
changes to the unfunded pension liability (see Note 10).
51
(13) DISCONTINUED OPERATIONS:
------------------------
Income from discontinued operations in 2006 of $3,556,000, net of tax, reflects
the gain from the disposition of the primary assets of the Company's El Dorado,
New Mexico water utility subsidiary, which were taken through condemnation
proceedings during 2006. Financial information for operations of this subsidiary
for prior periods was reclassified to conform to this presentation. In June
2007, the Company settled all existing litigation involving this former
subsidiary. The total amount of the settlements, including legal fees, was
$1,591,000, net of tax, and has been accounted for as a loss from discontinued
operations in 2007.
Revenues and pre-tax loss of the water utility subsidiary prior to the transfer
of the utility's assets in 2005 were $1,210,000 and $100,000, respectively.
(14) COMMITMENTS AND CONTINGENCIES:
------------------------------
Land sale contracts
-------------------
The Company has obligations to complete development work under certain sales
that are accounted for under the percentage-of-completion method (see Note 1).
At April 30, 2007, revenues of $4,352,000 were deferred pending completion of
development work.
The Company has also entered into conditional sales contracts for the sale of
lots in Rio Rancho, New Mexico which would close at varying times through fiscal
2009; however, since each of the contracts permits the purchaser to terminate
its obligations by forfeiture of a relatively modest deposit, there are no
assurances that all, or even a substantial portion, of the lots subject to the
contracts will be sold pursuant to the contracts. No recognition has been given
to the conditional sales contracts in the financial statements.
Non-cancelable leases
---------------------
The Company is obligated under long-term, non-cancelable leases for equipment
and various real estate properties. Certain real estate leases provide that the
Company will pay for taxes, maintenance and insurance costs and include renewal
options. Rental expense for 2007, 2006 and 2005 was approximately $8,295,000,
$8,596,000 and $9,359,000.
The total minimum rental commitments for years subsequent to April 30, 2007 of
$24,109,000 are due as follows: 2008 - $5,162,000; 2009 - $4,006,000; 2010 -
$2,853,000; 2011 - $2,658,000; 2012 - $2,509,000; and thereafter - $6,921,000.
Lot exchanges
-------------
In connection with certain individual home site sales made prior to 1977 at Rio
Rancho, New Mexico, if water, electric and telephone utilities have not reached
the lot site when a purchaser is ready to build a home, the Company is obligated
to exchange a lot in an area then serviced by such utilities for the lot of the
purchaser, without cost to the purchaser. The Company has not incurred
significant costs related to the exchange of lots.
(15) LITIGATION:
-----------
A subsidiary of Kable is one of a number of defendants in a lawsuit in which the
plaintiff is a former wholesaler no longer in business who alleges that the
Company and other national magazine distributors and wholesalers engaged in
violations of the Robinson-Patman Act (which generally prohibits discriminatory
pricing) that caused it to go out of business. The plaintiff sought damages from
the Kable defendant of approximately $15.2 million; any damages awarded would be
trebled. In September 2005, the Court granted the motion for summary judgment of
the defendants, including Kable, and judgment in favor of the defendants,
including Kable, was entered. The plaintiff has appealed the judgment. No
provision has been made in the financial statements for this contingency.
52
The Company and its subsidiaries are involved in various other claims and legal
actions incident to their operations which, in the opinion of management based
in part upon advice of counsel, will not materially affect the consolidated
financial position or results of operations of the Company and its subsidiaries.
(16) FAIR VALUE OF FINANCIAL INSTRUMENTS:
------------------------------------
The estimated fair value of financial instruments is determined by reference to
various market data and other valuation techniques as appropriate. The carrying
amounts of cash and cash equivalents, media services trade receivables and trade
payables approximate fair value because of the short maturity of these financial
instruments. Debt that bears variable interest rates indexed to prime or LIBOR
also approximates fair value as it reprices when market interest rates change.
The estimated fair value of the Company's long-term, fixed-rate mortgage
receivables was $24.4 million and $14.1 million versus carrying amounts of $24.7
million and $14.2 million at April 30, 2007 and April 30, 2006. The estimated
fair value of the Company's long-term, fixed-rate notes payable was $3.8 million
and $3.4 million versus carrying amounts of $3.8 million and $3.6 million at
April 30, 2007 and April 30, 2006.
(17) INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT
-------------------------------------------------------
INDUSTRY SEGMENTS:
------------------
The Company has identified three reportable segments in which it currently has
business operations. Real Estate operations primarily include land sales
activities, which involve the obtaining of approvals and development of large
tracts of land for sales to homebuilders, commercial users and others, as well
as investments in commercial and investment properties. The Company's Media
Services subsidiary has two identified segments, Newsstand Distribution Services
and Fulfillment Services. Fulfillment Services operations involve the
performance of subscription and product fulfillment and other related activities
on behalf of various publishers and other clients, and Newsstand Distribution
Services operations involve the national and, to a small degree, international
distribution and sale of periodicals to wholesalers. Certain common expenses as
well as identifiable assets are allocated among industry segments based upon
management's estimate of each segment's absorption. Corporate revenues and
expenses not identifiable with a specific segment are shown as a separate
segment in this presentation.
The accounting policies of the segments are the same as those described in Note
1. Summarized data relative to the industry segments in which the Company has
continuing operations is as follows (amounts in thousands):
Newsstand
Real Estate Fulfillment Distribution
Operations Services Services Corporate Consolidated
------------- ------------ ------------ ------------ -------------
Year ended April 30, 2007 (a):
Revenues $ 102,848 $ 86,121 $ 14,384 $ 1,486 $ 204,839
Income from continuing operations 43,190 154 2,009 1,344 46,697
Provision (benefit) for income taxes
from continuing operations 22,688 138 1,226 (81) 23,971
Interest expense (income), net (b) - 2,202 (716) (784) 702
Depreciation and amortization 201 6,160 953 5 7,319
------------- ------------ ------------ ------------ -------------
EBITDA (c) $ 66,079 $ 8,654 $ 3,472 $ 484 $ 78,689
------------- ------------ ------------ ------------ -------------
Goodwill $ - $ 50,441 $ 3,893 $ - $ 54,334
Total assets $ 88,756 $ 142,563 $ 39,214 $ 22,126 $ 292,659
Capital expenditures $ 2,871 $ 1,779 $ - $ 17 $ 4,667
----------------------------------------------------------------------------------------------------------------------------
Year ended April 30, 2006 (a):
Revenues $ 59,169 $ 75,332 $ 13,131 $ 664 $ 148,296
Income from continuing operations 18,856 2,289 1,113 236 22,494
53
Provision (benefit) for income taxes
from continuing operations 8,412 1,388 692 (259) 10,233
Interest expense (income), net (b) - 452 (108) - 344
Depreciation and amortization 235 4,552 749 32 5,568
------------- ------------ ------------ ------------ -------------
EBITDA (c) $ 27,503 $ 8,681 $ 2,446 $ 9 $ 38,639
------------- ------------ ------------ ------------ -------------
Goodwill $ - $ 1,298 $ 3,893 $ - $ 5,191
Total assets $ 80,456 $ 44,359 $ 32,631 $ 31,595 $ 189,041
Capital expenditures $ 252 $ 3,500 $ 140 $ 4 $ 3,896
----------------------------------------------------------------------------------------------------------------------------
Year ended April 30, 2005 (a):
Revenues $ 37,385 $ 83,896 $ 13,017 $ 208 $ 134,506
Income from continuing operations 10,933 3,957 769 (71) 15,588
Provision (benefit) for income taxes
from continuing operations 4,552 2,372 482 (80) 7,326
Interest expense, net (b) 5 555 47 53 660
Depreciation and amortization 188 4,403 575 177 5,343
------------- ------------ ------------ ----------- -------------
EBITDA (c) $ 15,678 $ 11,287 $ 1,873 $ 79 $ 28,917
------------- ------------ ------------ ----------- -------------
Goodwill $ - $ 1,298 $ 3,893 $ - $ 5,191
Total assets $ 75,571 $ 43,216 $ 42,574 $ 32,948 $ 194,309
Capital expenditures $ 1,913 $ 3,018 $ - $ 14 $ 4,945
(a) Segment information reported above does not include net income (loss)
from discontinued operations of ($1,591,000) in 2007, $3,556,000 in
2006 and ($63,000) in 2005.
(b) Interest expense, net includes inter-segment interest income that is
eliminated in consolidation.
(c) The Company uses EBITDA (which AMREP Corporation defines as income
from continuing operations before interest expense, net, income taxes
and depreciation and amortization) in addition to income from
continuing operations as key measures of profit or loss for segment
performance and evaluation purposes.
(18) SELECTED QUARTERLY FINANCIAL DATA (Unaudited):
-----------------------------------------------
(In thousands of dollars, except per share amounts)
Quarter Ended
---------------------------------------------------------------
Year ended April 30, 2007: July 31, October 31, January 31, April 30,
2006 2006 2007 2007
-------------- --------------- -------------- --------------
Revenues $ 58,269 $ 56,055 $ 42,189 $ 48,326
Gross Profit 28,313 29,150 14,948 14,636
Income from continuing
operations 15,804 16,062 6,930 7,901
-------------- --------------- -------------- --------------
Loss from operations of
discontinued business, net of
taxes - - - (1,591)
-------------- --------------- -------------- --------------
Net income $ 15,804 $ 16,062 $ 6,930 $ 6,310
============== =============== ============== ==============
54
Earnings per share - Basic
and Diluted: (a)
Continuing operations $ 2.38 $ 2.42 $ 1.04 $ 1.19
Discontinued operations - - - (0.24)
-------------- --------------- -------------- --------------
Total $ 2.38 $ 2.42 $ 1.04 $ 0.95
============== =============== ============== ==============
Year ended April 30, 2006: July 31, October 31, January 31, April 30,
2005 2005 2006 2006
-------------- --------------- -------------- --------------
Revenues $ 30,014 $ 34,847 $ 35,589 $ 47,846
Gross Profit 6,437 10,698 9,671 19,688
Income from continuing
operations 1,802 5,062 5,241 10,389
-------------- --------------- -------------- --------------
Income (loss) from operations of
discontinued business, net of
taxes 3,562 (6) - -
-------------- --------------- -------------- --------------
Net income $ 5,364 $ 5,056 $ 5,241 $ 10,389
============== =============== ============== ==============
Earnings per share - Basic
and Diluted: (a)
Continuing operations $ 0.27 $ 0.76 $ 0.79 $ 1.56
Discontinued operations 0.54 - - -
-------------- --------------- -------------- --------------
Total $ 0.81 $ 0.76 $ 0.79 $ 1.56
============== =============== ============== ==============
(a) The sum of the quarters does not equal the full year earnings per share due
to rounding.
(19) SUBSEQUENT EVENTS:
------------------
On July 16, 2007, the Company announced that its Board of Directors declared a
special cash dividend of $1.00 per share payable on August 24, 2007 to
shareholders of record at the close of business on August 10, 2007. At the same
time, the Board also authorized the Company to repurchase up to 500,000 shares
of its outstanding common stock. The purchases may be made from time-to-time
either in the open market or through negotiated private transactions with
non-affiliates of the Company. No assurance can be given as to the time period
over which any shares will be purchased or as to whether or to what extent the
share purchase program will be consummated. The Company expects to fund any
share purchases from internally generated cash or from borrowings.
Item 9. Changes in and Disagreements with Accountants on Accounting
------- -----------------------------------------------------------
and Financial Disclosure
------------------------
None
Item 9A. Controls and Procedures
-------- -----------------------
Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's chief
financial officer and the other executive officers whose certifications
accompany this annual report, 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 chief financial officer and such
other executive officers have concluded that such disclosure controls and
procedures are effective 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
55
Commission's rules and forms, and (ii) accumulated and communicated to
management, including the Company's principal executive and principal financial
officers or persons performing such functions, 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. In addition, since the Company
acquired Palm Coast Data Holdco, Inc. and Palm Coast Data LLC (previously
defined collectively as "Palm Coast") on January 16, 2007, the Company's ability
to effectively apply its disclosure controls and procedures to Palm Coast is
inherently limited by the short period of time the Company had to evaluate the
Palm Coast operations.
The report called for by Item 308(a) of Regulation S-K is incorporated herein by
reference to Report of Management on Internal Control Over Financial Reporting,
included in Part II, "Item 8. Financial Statements and Supplementary Data" of
this report. The attestation report called for by Item 308(b) of Regulation S-K
is incorporated herein by reference to Report of Independent Public Accounting
Firm on Internal Control Over Financial Reporting, included in Part II, "Item 8.
Financial Statements and Supplementary Data" of this report.
No change in the Company's system of internal control over financial reporting
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, internal control over financial
reporting.
Item 9B. Other Information
-------- -----------------
None
PART III
--------
Item 10. Directors, Executive Officers and Corporate Governance
-------- ------------------------------------------------------
The information set forth under the headings "Election of Directors", "The Board
of Directors and its Committees" and "Section 16(a) Beneficial Ownership
Reporting Compliance" in the Company's Proxy Statement for its 2007 Annual
Meeting of Shareholders to be filed with the Securities and Exchange Commission
(the "2007 Proxy Statement") is incorporated herein by reference. In addition,
information concerning the Company's executive officers is included in Part I
above under the caption "Executive Officers of the Registrant".
Item 11. Executive Compensation
-------- ----------------------
The information set forth under the headings "Compensation of Executive
Officers" and "Compensation of Directors" and the subheadings "Report of the
Compensation and Human Resources Committee" and "Compensation Committee
Interlocks and Insider Participation" in the 2007 Proxy Statement is
incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
-------- --------------------------------------------------------------
and Related Stockholder Matters
-------------------------------
The information set forth under the headings "Common Stock Ownership of Certain
Beneficial Owners and Management" and "Equity Compensation Plan Information" in
the 2007 Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director
-------- ------------------------------------------------------------
Independence
------------
The information set forth under the headings "The Board of Directors and its
Committees" and "Certain Transactions" and the subheading "Compensation
Committee Interlocks and Insider Participation" in the 2007 Proxy Statement is
incorporated herein by reference.
Item 14. Principal Accounting Fees and Services
-------- --------------------------------------
The information set forth under the subheadings "Audit Fees" and "Pre-Approval
Policies and Procedures" in the 2007 Proxy Statement is incorporated herein by
reference.
56
PART IV
-------
Item 15. Exhibits and Financial Statement Schedules
-------- ------------------------------------------
(a) 1. Financial Statements. The following consolidated financial
----------------------
statements and supplementary financial information are filed as part of this
report:
AMREP Corporation and Subsidiaries:
- Management's Report on Internal Control Over Financial Reporting
- Report of Independent Registered Public Accounting Firm on Internal
Control Over Financial Reporting dated July 16, 2007 - McGladrey &
Pullen, LLP
- Report of Independent Registered Public Accounting Firm dated July 16,
2007 - McGladrey & Pullen, LLP
- Consolidated Balance Sheets - April 30, 2007 and 2006
- Consolidated Statements of Income for the Three Years Ended April 30,
2007
- Consolidated Statements of Shareholders' Equity for the Three Years
Ended April 30, 2007
- Consolidated Statements of Cash Flows for the Three Years Ended April
30, 2007
- Notes to Consolidated Financial Statements
2. Financial Statement Schedules. The following financial
-----------------------------
statement schedule is filed as part of this report:
AMREP Corporation and Subsidiaries:
- Schedule II - Valuation and Qualifying Accounts
Financial statement schedules not included in this annual
report on Form 10-K have been omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
3. Exhibits.
--------
The exhibits filed in this report are listed in the Exhibit
Index.
The Registrant agrees, upon request of the Securities and
Exchange Commission, to file as an exhibit each instrument defining the
rights of holders of long-term debt of the Registrant and its consolidated
subsidiaries which has not been filed for the reason that the total amount
of securities authorized thereunder does not exceed 10% of the total assets of
the Registrant and its subsidiaries on a consolidated basis.
(b) Exhibits. See (a)3 above.
--------
(c) Financial Statement Schedules. See (a)2 above.
-----------------------------
57
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
AMREP CORPORATION
(Registrant)
Dated: July 16, 2007 By /s/ Peter M. Pizza
------------------------
Peter M. Pizza
Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Registrant and in
the capacities and on the dates indicated.
/s/ Peter M. Pizza /s/ Albert V. Russo
------------------------- --------------------------
Peter M. Pizza Albert V. Russo
Vice President and Chief Financial Director
Officer Principal Financial Dated: July 16, 2007
Officer and Principal
Accounting Officer*
Dated: July 16, 2007
/s/ Edward B. Cloues II /s/ Samuel N. Seidman
------------------------ --------------------------
Edward B. Cloues II Samuel N. Seidman
Director Director
Dated: July 16, 2007 Dated: July 16, 2007
/s/ Lonnie A. Coombs /s/ James Wall
------------------------ --------------------------
Lonnie A. Coombs James Wall
Director Director*
Dated: July 16, 2007 Dated: July 16, 2007
/s/ Nicholas G. Karabots /s/ Jonathan B, Weller
------------------------ --------------------------
Nicholas G. Karabots Jonathan B, Weller
Director Director
Dated: July 16, 2007 Dated: July 16, 2007
/s/ Michael P. Duloc
--------------------------
Michael P. Duloc
President, Kable Media Services, Inc.*
Dated: July 16, 2007
-----------------
*The Registrant is a holding company that does substantially all of its business
through two indirect wholly-owned subsidiaries (and their subsidiaries). Those
indirect wholly-owned subsidiaries are AMREP Southwest Inc. ("ASW") and Kable
Media Services, Inc. ("Kable"). James Wall is the principal executive officer of
ASW, and Michael P. Duloc is the principal executive officer of Kable. The
Registrant has no chief executive officer. Its executive officers include James
Wall, Senior Vice President and Peter M. Pizza, Vice President and Chief
Financial Officer, and Michael P. Duloc, who may be deemed an executive officer
by reason of his position with Kable.
58
AMREP CORPORATION AND SUBSIDIARIES
----------------------------------
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
-----------------------------------------------
(Thousands)
Additions
Charges Charged
Balance at (Credits) to (Credited) to
Beginning Costs and Other Balance at End
Description of Period Expenses Accounts Deductions of Period
----------- --------------- --------------- ---------------- -------------- --------------
FOR THE YEAR ENDED
APRIL 30, 2007:
Allowance for doubtful accounts
(included in receivables - real
estate operations on the
consolidated balance sheet) $ 96 $ - $ - $ 48 $ 48
--------------- --------------- ---------------- -------------- --------------
Allowance for estimated returns and
doubtful accounts (included in
receivables - magazine circulation
operations on the consolidated
balance sheet) $ 55,606 $ (1,447) $ - $ 553 $ 53,606
--------------- --------------- ---------------- -------------- --------------
FOR THE YEAR ENDED
APRIL 30, 2006:
Allowance for doubtful accounts
(included in receivables - real
estate operations on the
consolidated balance sheet) $ 96 $ - $ - $ - $ 96
--------------- --------------- ---------------- -------------- --------------
Allowance for estimated returns and
doubtful accounts (included in
receivables - magazine circulation
operations on the consolidated
balance sheet) $ 59,165 $ (3,483) $ - $ 76 $ 55,606
--------------- --------------- ---------------- -------------- --------------
FOR THE YEAR ENDED
APRIL 30, 2005:
Allowance for doubtful accounts
(included in receivables - real
estate operations on the
consolidated balance sheet) $ 192 $ - $ - $ 96 $ 96
--------------- --------------- ---------------- -------------- --------------
Allowance for estimated returns and
doubtful accounts (included in
receivables - magazine circulation
operations on the consolidated
balance sheet) $ 55,620 $ 3,825 $ - $ 280 $ 59,165
--------------- --------------- ---------------- -------------- --------------
Note: Charges (credits) recorded in magazine circulation operations
include a reserve for the estimate of magazine returns from
wholesalers, which are substantially offset by offsetting credits
related to the return of these magazines to publishers.
59
EXHIBIT INDEX
-------------
2.1 Agreement and Plan of Merger by and among AMREP Corporation, Kable Media
Services, Inc., Glen Garry Acquisition, Inc., Palm Coast Data Holdco, Inc.,
Palm Coast Data LLC and the Sellers set forth on the signature page
thereto, dated as of November 7, 2006 - Incorporated by reference to
Exhibit 2.1 to Registrant's Current Report on Form 8-K filed January 19,
2007.
3.1 Certificate of Incorporation, as amended - Incorporated by reference to
Exhibit 3.1 to Registrant's Registration Statement on Form S-3 filed March
21, 2007.
3.2 By-Laws, as amended - Incorporated by reference to Exhibit 3 (b) to
Registrant's Quarterly Report on Form 10-Q filed December 14, 2006.
4.1 Second Amended and Restated Loan and Security Agreement dated as of January
16, 2007 among Kable Media Services, Inc., Kable News Company, Inc., Kable
Distribution Services, Inc., Kable News Export, Ltd., Kable News
International, Inc., Kable Fulfillment Services, Inc., Kable Fulfillment
Services of Ohio, Inc., Palm Coast Data Holdco, Inc. and Palm Coast Data
LLC and LaSalle Bank National Association. - Incorporated by reference to
Exhibit 10.1 to Registrant's Current Report on Form 8-K filed January 19,
2007.
4.2 Loan Agreement dated January 8, 2007 between AMREP Southwest Inc. and
Compass Bank - Incorporated by reference to Exhibit 10.1 to Registrant's
Current Report on Form 8-K filed January 12, 2007.
4.3 $25,000,000 Promissory Note (Revolving Line of Credit) dated September 18,
2006 of AMREP Southwest Inc. payable to the order of Compass Bank. -
Incorporated by reference to Exhibit 10.2 to the Registrant's Current
Report on Form 8-K filed September 21, 2006.
4.4 $14,180,455 Promissory Note (Term Note) dated January 8, 2007 of AMREP
Southwest Inc. payable to the order of Compass Bank - Incorporated by
reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K filed
January 12, 2007.
10.1 Non-Employee Directors Option Plan, as amended - Incorporated by reference
to Exhibit 10 (i) to Registrant's Annual Report on Form 10-K for the fiscal
year ended April 30, 1997.*
10.2 2002 Non-Employee Directors' Stock Plan - Incorporated by reference to
Exhibit 10.1 to Registrant's Quarterly Report of Form 10-Q filed March 21,
2003.*
10.3 Offer letter dated June 2, 2005 from Registrant to Joseph S. Moran -
Incorporated by reference to Exhibit 10.1 to Registrant's Current Report on
Form 8-K filed June 8, 2005.*
10.4 Amended and Restated Distribution Agreement dated as of April 30, 2006
between Kappa Publishing Group, Inc. and Kable Distribution Services, Inc.
- Incorporated by reference to Exhibit 10 (d) to Registrant's Annual Report
on Form 10-K for the fiscal year ended April 30, 2006**
10.5 2006 Equity Compensation Plan - Incorporated by reference to Appendix B to
the Registrant's Proxy Statement for its 2006 Annual Meeting of
Shareholders forming a part of Registrant's Definitive Schedule 14A filed
August 14, 2006.*
21 Subsidiaries of Registrant - Filed herewith.
23 Consent of McGladrey & Pullen, LLP - Filed herewith.
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.
31.3 Certification required by Rule 13a - 14 (a) under the Securities Exchange
Act of 1934.
32 Certification required by Rule 13a - 14 (b) under the Securities Exchange
Act of 1934.
-----------------------
* Management contract or compensatory plan or arrangement in which directors or
officers participate.
** Portions of this exhibit have been omitted pursuant to a request for
confidential treatment under Rule 24b-2 under the Securities Exchange Act of
1934.