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MarketScreener Homepage  >  Equities  >  Nyse  >  AMREP Corporation    AXR

AMREP CORPORATION

(AXR)
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AMREP CORP. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (form 8-K)

09/23/2020 | 04:44pm EST

Item 1.01 Entry into a Material Definitive Agreement.

On September 22, 2020, Lomas Encantadas Development Company LLC ("LEDC"), a subsidiary of the Company, entered into a Development Loan Agreement with BOKF, NA dba Bank of Albuquerque ("BOKF"). The Development Loan Agreement is evidenced by a Non-Revolving Line of Credit Promissory Note and is secured by a Mortgage, Security Agreement and Financing Statement, between LEDC and BOKF with respect to certain planned residential lots within the Lomas Encantadas subdivision located in Rio Rancho, New Mexico. Pursuant to a Guaranty Agreement entered into by AMREP Southwest Inc. ("ASW"), a subsidiary of the Company, in favor of BOKF, ASW guaranteed LEDC's obligations under each of the above agreements.

o Initial Available Principal: Pursuant to the loan documentation, BOKF agrees to

lend up to $2,400,000 to LEDC on a non-revolving line of credit basis to

partially fund the development of certain planned residential lots within the

Lomas Encantadas subdivision.

o Repayments: LEDC is required to make periodic principal repayments of borrowed

funds not previously repaid as follows: $1,144,000 on or before December 22,

2022, $572,000 on or before March 22, 2023, $572,000 on or before June 22, 2023

and $112,000 on or before September 22, 2023. The outstanding principal amount

of the loan may be prepaid at any time without penalty.

o Maturity Date: The loan is scheduled to mature in September 2023.

o Interest Rate: Interest on the outstanding principal amount of the loan is

payable monthly at the annual rate equal to the London Interbank Offered Rate

for a thirty-day interest period plus a spread of 3.0%, adjusted monthly,

subject to a minimum interest rate of 3.75%.

o Lot Release Price: BOKF is required to release the lien of its mortgage on any

lot upon LEDC making a principal payment of $44,000.

LEDC and ASW made certain representations and warranties in connection with this loan and are required to comply with various covenants, reporting requirements and other customary requirements for similar loans. The loan documentation contains customary events of default for similar financing transactions, including LEDC's failure to make principal, interest or other payments when due; the failure of LEDC or ASW to observe or perform their respective covenants under the loan documentation; the representations and warranties of LEDC or ASW being false; the insolvency or bankruptcy of LEDC or ASW; and the failure of ASW to maintain a net worth of at least $32 million. Upon the occurrence and during the continuance of an event of default, BOKF may declare the outstanding principal amount and all other obligations under the loan immediately due and payable. LEDC incurred customary costs and expenses and paid certain fees to BOKF in connection with the loan.

The foregoing description of the loan documentation is a summary only and is qualified in all respects by the provisions of the loan documentation; copies of the Development Loan Agreement, Non-Revolving Line of Credit Promissory Note, Mortgage, Security Agreement and Financing Statement, Guaranty Agreement are attached hereto as Exhibits 10.1 through 10.4 and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit Number                            Description
     10.1        Development Loan Agreement, dated as of September 22, 2020,
               between BOKF, NA dba Bank of Albuquerque and Lomas Encantadas
               Development Company, LLC.
     10.2        Non-Revolving Line of Credit Promissory Note, dated September
               22, 2020, by Lomas Encantadas Development Company, LLC in favor
               of BOKF, NA dba Bank of Albuquerque.
     10.3        Mortgage, Security Agreement and Financing Statement, dated as
               of September 22, 2020, between BOKF, NA dba Bank of Albuquerque
               and Lomas Encantadas Development Company, LLC.
     10.4        Guaranty Agreement, dated as of September 22, 2020, made by
               AMREP Southwest Inc. for the benefit of BOKF, NA dba Bank of
               Albuquerque.

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2020 18,8 M - -
Net income 2020 -5,90 M - -
Net cash 2020 13,5 M - -
P/E ratio 2020 -6,63x
Yield 2020 -
Capitalization 56,9 M 56,9 M -
EV / Sales 2019 2,60x
EV / Sales 2020 1,37x
Nbr of Employees 16
Free-Float 41,1%
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Managers and Directors
NameTitle
Christopher V. Vitale President & Chief Executive Officer
Edward B. Cloues Non-Executive Chairman
Adrienne M. Uleau Controller, Vice President-Finance & Accounting
Albert V. Russo Independent Director
Robert Edward Robotti Independent Director
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