Alexco Resource Corp (AXU)

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------

                                    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, 2009
                                       OR

[   ] Transition  Report  pursuant  to Section  13 or 15(d) of the  Securities
      Exchange Act of 1934 For the transition period from          to
                                                          --------    ---------

                          Commission File Number 1-4702
                                                -------

                                AMREP CORPORATION
                                -----------------
             (Exact name of registrant as specified in its Charter)

             Oklahoma                                    59-0936128
             --------                                    ----------
  (State or other jurisdiction of              (IRS Employer Identification No.)
   incorporation or organization)

   300 Alexander Park, Suite 204
       Princeton, New Jersey                               08540
       ---------------------                               -----
(Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (609) 716-8200
                                                           --------------

           Securities registered pursuant to Section 12(b) of the Act:

     Title of Each Class               Name of Each Exchange on Which Registered
     -------------------               -----------------------------------------
  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
                                -----      -----

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
                                -----      -----

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
                                -----      -----

Indicate by check mark whether the Registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be  submitted  and posted  pursuant to Rule 405 of  Regulation  S-T  (section
229.405 of this  chapter)  during the  preceding  12 months (or for such shorter
period that the registrant was required to submit and post such files).

                            Yes         No
                                -----      -----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (section 229.405 of this chapter) 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. [X ]

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                Smaller reporting company
                            ---                                 ---
(Do not check if a smaller
 reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Act).
               Yes                           No   X
                    -----                       -----

As of October 31, 2008, 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  $52,088,734.  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 10, 2009,  there were  5,996,212  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.
























                                       2


                                     PART I
                                     ------
Item 1. Business
------- --------
                                     GENERAL

The Company* was organized in 1961 and, through its  subsidiaries,  is primarily
engaged in four business  segments:  the Real Estate business  operated by AMREP
Southwest Inc. and its subsidiaries (collectively,  "AMREP Southwest"),  and the
Subscription  Fulfillment Services,  Newsstand Distribution Services and Product
Fulfillment Services and other businesses operated by Kable Media Services, Inc.
and  its  subsidiaries   (collectively,   "Kable"  or  "Media  Services").  Data
concerning  industry  segments  is set  forth  in  Note 20 of the  notes  to the
consolidated  financial  statements.  The Company's foreign sales and activities
are not significant.

All references in this Item 1 to 2009, 2008 and 2007 mean the fiscal years ended
April 30, 2009, 2008 and 2007, unless otherwise qualified.

                             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, 2009,  AMREP Southwest
had ten employees.

Properties - Rio Rancho

Rio  Rancho  consists  of  91,049  contiguous  acres  in  Sandoval  County  near
Albuquerque,  of  which  approximately  73,810  acres  have  been  platted  into
approximately   114,680  residential  and  commercial  lots,  16,470  acres  are
dedicated to  community  facilities,  roads and  drainage  and the  remainder is
unplatted land. At April 30, 2009, approximately 90,450 of these residential and
commercial  lots had been sold by AMREP  Southwest  net of lot  repurchases  and
those  returned  to  AMREP  Southwest  by deeds  in lieu of  foreclosure.  AMREP
Southwest  currently  owns  approximately  17,340 acres in Rio Rancho,  of which
approximately 4,460 acres are in contiguous blocks, which are being developed or
are suitable for development,  and approximately 2,010 acres are in areas with a
high concentration of ownership, where AMREP Southwest owns more than 50% of the
lots in the area.  These  high  concentration  areas are  suitable  for  special
assessment  districts  or city  redevelopment  areas  that may allow for  future
development under the auspices of local  government.  The balance of acres owned
is in scattered  lots,  where AMREP  Southwest 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 AMREP Southwest may offer for
sale individually or in small groups.

Development  activities  conducted  or arranged by AMREP  Southwest  include the
obtaining of necessary governmental approvals ("entitlements"),  installation of
utilities and necessary storm drains, and building or improving of roads. At Rio
Rancho,  AMREP  Southwest  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 AMREP  Southwest  employees
and outside firms,  but  development  work is performed by outside  contractors.
AMREP Southwest  personnel market land at Rio Rancho,  both directly and through
brokers.  AMREP  Southwest  competes with other owners of land in the Rio Rancho
and Albuquerque  area that 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  80,000.  It was  named  as the  83rd  best  place  to live by
CNNMoney.com  in 2008 for those  cities in the United  States with  greater than
50,000  residents.  The city's  population  grew by  approximately  54% from the
calendar year 2000 through 2008. In March 2009 its  unemployment  rate was 5.9%.
The city has significant  construction  projects recently completed,  ongoing or
announced, including: (i) a new central business district with a 6,500 seat

-------------------
*As used herein,  "Company" includes the Registrant and its subsidiaries  unless
the context requires or indicates otherwise.

                                       3


events  center and a new city hall,  (ii) a new second  high  school,  (iii) the
planned opening of the University of New Mexico West Campus,  (iv)  construction
of  a  new  Hewlett-Packard  technical  and  customer  support  center  and  (v)
construction of two new hospitals.  Major non-government employers include Intel
Corporation,  U.S.  Cotton and  customer  care call  centers of Bank of America,
JCPenney, Victoria's Secret and Sprint PCS.

In Rio Rancho,  AMREP  Southwest  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
                             ----------    -----------------     ---------------
         2009:
          Developed
            Residential             13      $     3,109,000       $    239,200
            Commercial               1              126,000            126,000
                             ----------    -----------------     ---------------
          Total Developed           14            3,235,000            231,100
          Undeveloped              134            5,679,000             42,400
                             ----------    -----------------     ---------------
            Total                  148      $     8,914,000       $     60,200
                             ----------    -----------------     ---------------

         2008:
          Developed
            Residential             30      $     9,542,000       $    318,100
            Commercial              39            8,651,000            221,800
                             ----------    -----------------     ---------------
          Total Developed           69           18,193,000            263,700
          Undeveloped              337            9,709,000             28,800
                             ----------    -----------------     ---------------
         Total                     406      $    27,902,000       $     68,700
                             ----------    -----------------     ---------------

         2007:
          Developed
            Residential            138      $    39,407,000       $    285,600
            Commercial              56           15,728,000            280,900
                             ----------    -----------------     ---------------
          Total Developed          194           55,135,000            284,200
          Undeveloped              857           40,690,000             47,500
                             ----------    -----------------     ---------------
          Total                  1,051      $    95,825,000       $     91,200
                             ----------    -----------------     ---------------

Since early 1977,  AMREP  Southwest 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.  Under certain of the pre-1977 lot sale contracts,  if utilities
have  not  reached  a lot  when the  purchaser  is ready to build a home,  AMREP
Southwest  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.  AMREP  Southwest has not incurred  significant  costs related to
such exchanges.

Other Properties

AMREP  Southwest  also owns two tracts of land in  Colorado,  consisting  of one
residential  property of approximately  160 acres planned for  approximately 400
homes  that  AMREP  Southwest  intends  to offer  for sale  upon  obtaining  all
necessary  entitlements,  and one property of  approximately  10 acres zoned for
commercial use, which is being offered for sale.

SUBSCRIPTION  FULFILLMENT SERVICES,  NEWSSTAND DISTRIBUTION SERVICES AND PRODUCT
                   FULFILLMENT SERVICES AND OTHER OPERATIONS

The Company (i) through its Kable  Subscription  Fulfillment  Services  and Palm
Coast Data ("Palm Coast")  subsidiaries  performs  subscription  fulfillment and
related  services for  publishers  and other  customers,  (ii) through its Kable
Newsstand  Distribution Services subsidiary  distributes  periodicals nationally
and in Canada and, to a small  degree,  in other  foreign  countries,  and (iii)
through its Kable Product Fulfillment Services, Specialty Packaging Services and


                                       4


Staffing  Resources   subsidiaries,   distributes  premium  products,   provides
packaging services and provides temporary staffing services. As of July 1, 2009,
Kable employed  approximately  1,860 persons,  of whom approximately  1,670 were
involved in subscription  fulfillment activities,  100 in newsstand distribution
activities  and  90  in  product  fulfillment  services  and  staffing  services
combined.  The employment numbers do not include the temporary  employees of the
staffing services business.

Subscription Fulfillment Services

Kable's  Subscription   Fulfillment  Services  business  performs  a  number  of
fulfillment   and   fulfillment-related    activities,    principally   magazine
subscription fulfillment services and list services, and it accounted for 85% of
Kable's revenues in 2009.

In its magazine subscription fulfillment services operation, Kable processes new
orders,  receives  and  accounts  for  payments,  prepares  and  sends  to  each
publisher's  printer the 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   subscription   fulfillment   services   are   consumer
publications,   Kable  also  performs   services  for  a  number  of  membership
organizations,  trade  (business)  publications  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
for membership organizations,  in addition to more standard magazine fulfillment
services that are also used by membership clients.

Kable performs subscription fulfillment services for approximately 750 different
magazine titles for approximately 230 clients and maintains databases of over 68
million active subscribers for its client publishers.  In a typical month, Kable
produces  approximately 77 million mailing labels for its client  publishers and
also processes over 26 million pieces of outgoing mail for these clients.

There are a number of companies that perform  subscription  fulfillment services
for publishers and with which Kable competes,  including one that is larger than
Kable.  Since publishers often utilize only a single  fulfillment  company for a
particular  publication,  there is intense  competition  to obtain  subscription
fulfillment contracts with publishers.  Competition for non-publisher clients is
also  intense.  Kable  has a  sales  staff  whose  primary  task  is to  solicit
subscription fulfillment business.

Newsstand Distribution Services

In its Newsstand Distribution Services business, Kable distributes magazines for
approximately  200  publishers.  Among  the  titles  are many  special  interest
magazines,  including various hobbyist,  celebrity, puzzle, automotive,  comics,
romance  and  sports   magazines.   In  a  typical  month,   Kable   distributes
approximately  52  million  copies  of  various  titles  to  wholesalers.  Kable
coordinates  the  movement of the  publications  from its  publisher  clients to
approximately  90  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
Services business accounted for 9% of Kable's revenues in 2009.

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
generates and delivers to each publisher's  printer shipping  instructions  with


                                       5


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 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  sold 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.
During 2009, business with four of these wholesalers accounted for approximately
76% of the 2009 gross billings of the Newsstand  Distribution Services business,
which is common for the industry.

During the fourth quarter of 2009,  Anderson News, L.L.C.  ("Anderson"),  one of
the  four  major   wholesalers   referred  to  above  and  which  accounted  for
approximately 30% of the gross billings of the newsstand  distribution industry,
ceased  operations.  This business closure caused a temporary  disruption in the
newsstand   distribution   industry,  and  the  revenues  of  Kable's  Newsstand
Distribution  Services  business were  adversely  affected for a period of time.
Subsequently,  magazines that  previously had been  distributed by Anderson were
allocated to other major wholesalers, and as a result, the three remaining major
wholesalers now distribute a substantial  percentage of the industry product. Of
Kable's Newsstand  Distribution  Services aggregate accounts receivable at April
30, 2009, approximately 45% were due from these three wholesalers.

Product Fulfillment Services and Other

For some time, as an adjunct to its Subscription  Fulfillment Services business,
Kable has offered product fulfillment  services to its publisher clients.  These
services are generally  fee-based for filling  orders,  either paid or non-paid.
Many  publishers  offer premiums (a free gift) to subscribers for subscribing to
their  magazines and also offer to sell (paid orders) copies of current or older
issues of their magazines as well as other items that may be offered for sale in
their magazines or on their websites.  Additionally,  almost all publishers want
the ability to send replacement copies to subscribers who for whatever reason do
not receive their original  subscription  copy.  More recently,  Kable has added
full customer service, web-based ordering, and the processing of external orders
(via an  electronic  file in most cases) to its list of services,  many of which
are subcontracted from other divisions within the Company. Once developed, these
services are portable to non-publishing clients as well.

In November 2008,  Kable  purchased  certain assets of a company  engaged in the
specialty  packaging  business  and  now,  as  part of its  Product  Fulfillment
Services business,  Kable provides  customized  packaging  solutions,  which may
include receiving, warehousing,  packaging and shipping services to a variety of
businesses that require various degrees of packaging and order  fulfillment from
bulk inventory of their products. These services are typically fee-based.

                                       6


As of May 1, 2009,  the Product  Fulfillment  Services  business,  including the
specialty packaging business, is operating out of a 191,000 square foot facility
owned by the Company in Fairfield, Ohio.

In November 2008,  Kable also purchased  certain assets of a temporary  staffing
company  in  Fairfield,   Ohio  and  established  a  staffing   company  ("Kable
Staffing").  Kable  Staffing  operates  as a separate  business  which  provides
temporary  employees to local  companies,  including  Kable Product  Fulfillment
Services.  Many of its clients  experience  fluctuations in their businesses and
therefore choose to use temporary employees from an agency rather than trying to
manage the labor themselves. In this business, Kable Staffing hires and pays the
employees  it  provides  to its  clients,  and  charges  its clients a rate that
includes its margin for providing this service.

Both  Product  Fulfillment  Services  and  Kable  Staffing  operate  in  a  very
competitive environment.  Together, they accounted for 6% of Kable's revenues in
2009.

Available Information

The Company  maintains an Internet website at  www.amrepcorp.com.  The Company's
Annual Report on Form 10-K,  quarterly reports on Form 10-Q,  current reports on
Form 8-K and amendments to reports filed or furnished pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934, as amended, are available free
of charge through the Company's website as soon as reasonably  practicable after
such material is electronically  filed with, or furnished to, the Securities and
Exchange Commission.  The information found on the Company's website is not part
of this or any other report that the Company  files with,  or furnishes  to, the
Securities and Exchange Commission.


Item 1A. Risk Factors
-------- ------------

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 those not presently known
as well as those that are currently considered to be less significant.

General Economic Risks
----------------------

The effects of the  current  global  economic  crisis may  adversely  impact the
Company's business, operating results or financial condition.

The current global economic crisis has caused a general tightening of the credit
markets,  lower  levels of  liquidity,  increases  in the rates of  default  and
bankruptcy,  and extreme volatility in credit,  equity and fixed income markets.
These macroeconomic developments could negatively affect the Company's business,
operating  results or  financial  condition  in a number of ways.  For  example,
current or potential real estate  developers  may be unable to obtain  financing
which could cause them to delay,  decrease or cancel  purchases of land from the
Company,  and  revenues  from  advertising  sources  may  deteriorate  such that
magazine  publishers cease  publishing  certain titles and thus no longer have a
requirement for the Company's services.

The current deterioration of the credit and capital markets may adversely impact
the Company's ability to obtain financing on acceptable terms,  which may hinder
or prevent the Company from meeting its future operational and capital needs.

Global  financial  markets  have  been  experiencing   extreme   volatility  and
disruption,  and the debt and  equity  capital  markets  have  been  exceedingly
distressed.  These  issues  have made,  and will  likely  continue  to make,  it
difficult  to obtain  financing.  Also,  as a result of the  concerns  about the
stability of  financial  markets,  the cost of  obtaining  money from the credit
markets has increased,  as many lenders have increased  interest rates,  enacted
tighter lending standards, refused to refinance existing debt at maturity at all
or except on terms less  favorable  than those of the existing debt, and reduced
or, in some cases,  ceased to provide  funding to borrowers.  Moreover,  even if
lenders are willing and able to provide  adequate  funding,  interest  rates may
rise in the future and therefore  increase the cost of  borrowing.  As a result,
the Company may be unable to obtain  adequate  financing for its operating needs
or for its anticipated future capital expenditures.

Risks Related to the Company's Real Estate Operations
-----------------------------------------------------

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.  For  example,  real
estate land sales have  declined  from $95.8  million in 2007 to $8.9 million in
2009, as builders have slowed the pace of building on developed lots  previously
purchased  from the Company in Rio Rancho and delayed or cancelled  the purchase
of additional developed lots.

A downturn in the  business of Rio Rancho's  largest  employer  could  adversely
affect the Company's real estate development business there.

                                       7


Intel Corporation ("Intel") is the largest employer in Rio Rancho and operates a
large  semiconductor  manufacturing  facility  there.  Although  Intel  has made
substantial  investments in the Rio Rancho plant in recent years, it has reduced
its employment  there from 4,700 at April 30, 2008 to 3,000 April 30, 2009 as it
has adjusted to current business  conditions.  If Intel'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,  2009,  Rio  Rancho  was the  third  largest  city in New  Mexico  and had a
population of  approximately  80,000.  As Rio Rancho's  population  continues to
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, 2009, the Company owned  approximately  17,340 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  support a  meaningful  real  estate  development
business.  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 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 a significant 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 past years.

Of the  approximately  17,340  acres in Rio  Rancho  that the  Company  owned at
April 30,  2009,  approximately  4,460 acres were in contiguous  blocks that are
being developed or are suitable for development,  and approximately  2,010 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,  which  may  require  the
purchase of a sufficient  number of adjoining lots to create tracts suitable for
development  or that the  Company  may offer for sale  individually  or in small
groups.  As the  Company's  land sales  continue and the number of the Company's
contiguous and highly  concentrated  lots diminishes,  the Company's  ability to
continue to be in a position  to sell lots and  generate  land sale  revenues at
satisfactory  levels  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 real estate development opportunities outside
of 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.

                                       8


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 who may have 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;

 -   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.

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 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


                                       9


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  would  significantly  adversely  affect the Company's real
estate development activities and its results of operations.

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
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 a 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 severe downturn in the residential
housing market that is continuing.  Further,  real estate  development  projects
typically begin, and financial and other resources are committed,  long before a
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 occur or 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 severe downturn in
the real estate  development  industry that could have an adverse  effect on the
Company's results of operations:

 -  periods of general economic slowdown or recession;

 -  changes in government regulation;

                                       10

 -  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

 -  acts of God, including hurricanes, earthquakes and other natural disasters.

Changing  market  conditions may adversely  affect  companies in the real estate
industry,  which 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 an area that is  serviced  by
utilities for land in areas where utilities are not installed.

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.

                                       11


Risks Related to the Company's Media Services Operations
--------------------------------------------------------

If the Company cannot efficiently integrate the constituents of its Subscription
Fulfillment  Services 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  subscription  fulfillment
business.

In  January 2007,  the  Company  acquired  Palm Coast,  which is, like Kable,  a
leading  United  States  provider of  subscription  fulfillment  services to the
magazine  publishing  industry.  An  important  objective  of the  Company is to
consolidate the Company's two  subscription  fulfillment  businesses 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.  The Company has started this  consolidation
process which is expected to continue over the next two years.  This increase in
operating  complexities  throughout  this  process may have a negative  near and
long-term effect on the Company's  anticipated  benefits resulting from the Palm
Coast acquisition.

The  Company's   publisher   customers  face  business  pressures  from  reduced
advertising  revenues and increased costs for paper,  printing and postal rates.
These factors could have a negative affect on their operating  income,  and this
in turn could negatively  affect the Company's media services  operations.

An  important  source of revenues  for the  magazine  publishing  industry,  the
principal industry served by the Company,  is derived from advertising  sources.
As a result of the economic slowdown, there has been a well publicized reduction
in  advertising  at all  levels  which  has  caused a higher  attrition  rate of
magazine titles than has been previously experienced. In addition, the Company's
publisher  customers' principal raw material is paper. Paper and printing 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  effective May 11, 2009.
Any continued softness in advertising revenues or significant increases in paper
costs,  printing  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.

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,
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.  A small number of  wholesalers  are  responsible  for a
significant  percentage of the wholesale magazine  distribution  business in the
United States.  Recently, there has been increased instability in the wholesaler
channel  that has led to one major  wholesaler  abandoning  the  business and to
certain  disruptions  to  magazine  distribution.  There is the  possibility  of
further  consolidation  among these wholesalers and insolvency or non-payment of
its obligations by one or more of these wholesalers, which 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, 2009, customers ultimately returned for credit approximately 70%


                                       12


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 a  subsequent  period when the
actual return information becomes 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
has adversely affected 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  subscription
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 and other electronic  devices for such  information.
The resulting  reduction in demand for traditional  print media and the shift of
advertising  dollars from traditional  print media to online media has adversely
affected  the  publishing  industry in general and has had a negative  impact on
both the Company's Subscription  Fulfillment Services and Newsstand Distribution
Services segments.

Competitive  pressures  may result in a decrease in the  Company's  revenues and
profitability.

The subscription  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  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 subscription fulfillment or newsstand 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  subscription  fulfillment  and  newsstand
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  changes 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


                                       13


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 event. 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  Subscription  Fulfillment  Services  customers  and is thus  subject to the
extensive  rules 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 continues to implement
its plans at its Subscription  Fulfillment  Services locations where credit card
transactions  are processed in order to meet the compliance  requirements of the
PCI Data Security Standard.  The Company may be subject to substantial penalties
and  fines if it is  determined  that its plans or  performance  do not meet the
compliance requirements of the PCI Data Security Standard.

Other Business Risks
--------------------

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


                                       14


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. If the Company  grows,  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  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 its  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 will be 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 its  subscription  fulfillment
services  businesses  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 will require additional cash contributions.

The Company's  pension plan was underfunded on a generally  accepted  accounting
principles basis by approximately  $10.7 million at April 30,  2009. 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
reporting  obligations  for the  pension  plan are  based is an  assumed  annual
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  will 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   and  annual   operating   results  can   fluctuate
significantly.

The  Company  has  experienced,   and  is  likely  to  continue  to  experience,
significant  fluctuations in its quarterly and annual operating  results,  which
may adversely  affect the  Company's  stock price.  Future  quarterly and annual
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.


                                       15


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 in recent years 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 $69.31
and a low of $13.18 per share  during the two fiscal years ended April 30, 2009.
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 and annual operating results,  which
     could be significant;

 -   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,  2009  was
approximately  12,100  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.  The short interest
in the Company's common stock, as reported by the New York Stock Exchange on May
29,  2009,  was  approximately  124,000  shares,  or  approximately  2.0% 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.  The
Company has not been involved in any securities class litigation, however if the
Company were to become  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  60%  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.


                                       16


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  shareholders  generally.  In  addition,  publishing  companies  owned  or
controlled by the Company's principal shareholder are also significant customers
of the Company's Newsstand  Distribution Services business, as well as customers
of its  Subscription  Fulfillment  Services  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 several  recent  fiscal  years,  the
Company has no regular  dividend  policy and offers no  assurance  of any future
dividends.

The Company  paid  special  cash  dividends  on its common stock during the five
fiscal  years 2004  through  2008 of $0.25,  $0.40,  $0.55,  $0.85 and $1.00 per
share,  and also paid an additional  special cash dividend of $3.50 per share in
January  2006.  The Board of Directors  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.  No cash  dividends  were paid during
fiscal year 2009.

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.

The presence of a  controlling  shareholder  of the Company,  as well as certain
provisions  of Oklahoma law and the  Company's  organic  documents may impede or
discourage a takeover,  which may have a limiting  effect on the market price of
the Company's common stock.

The concurrence of the Company's majority controlling  shareholder is needed for
any third party to acquire  control of the Company,  even if a change in control
would be beneficial to the Company's other shareholders.

Furthermore, the Company is an Oklahoma corporation and even in the absence of a
controlling  shareholder,  the anti-takeover provisions of the Company's amended
certificate of incorporation and of Oklahoma law generally  prohibit the Company
from engaging in "business combinations" 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 this  restriction,  some other
provisions of the Company's  amended  certificate  of  incorporation  and of its
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

                                       17


 -   prohibit shareholders from calling a special meeting of shareholders.

Because the Company's Board of Directors is classified and the Company's amended
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  factors  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 could have a limiting effect on 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  2,600 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  Subscription
Fulfillment  Services,  Newsstand  Distribution Services and Product Fulfillment
and other businesses are located in nineteen owned or leased  facilities  which,
in the aggregate,  comprise  approximately 800,000 square feet of space with the
principal  locations  being  in  Mt.  Morris,  Illinois;  Palm  Coast,  Florida;
Louisville,  Colorado;  Fairfield,  Ohio and New York City. The Company believes
its facilities are adequate for its current requirements.

Item 3. Legal Proceedings
------- -----------------

A. In June 2008, a lawsuit  entitled Haan, etc. v. Kable News Company,  Inc., et
                                     -------------------------------------------
al was  filed in the  Circuit  Court of the  Fifteenth  Judicial  Circuit,  Ogle
--
County,  Illinois against the Company's Kable News Company,  Inc. ("Kable News")
subsidiary  by an  insurance  company as  subrogee  of the owner of a  warehouse
building  leased to the  subsidiary  that was  destroyed  in a fire in  December
2007.  The lawsuit also named as a defendant a temporary  staffing  company that
provided  the  subsidiary  with an employee who is alleged to have had a role in
causing  the  fire.   Plaintiff's  claims  specific  to Kable  News are based on
allegations  of  negligence  and  willful  and wanton  misconduct.   Plaintiff's
complaint seeks damages in excess of $100,000.  The Company's  insurance carrier
has  undertaken  Kable News' defense under a reservation  of rights and provides
coverage  up to the  policy  limit,  which may or may not be as much as the full
amount of plaintiff's claimed damages, which is unknown at this time.  A summary
judgment motion brought by the temporary  staffing company has been denied.  The
Company  believes  Kable  News  has good  defenses  to the  claims  and also has
potential  cross-claims  against  the other  parties  for their  conduct  in the
matter,  and Kable News is  vigorously  defending  the  lawsuit.   However,  the
proceeding is at an early stage, and the Company is not in a position to predict
its outcome.

B. In November 2008, a lawsuit entitled Alpinist, et al v. Haan, et al was filed
                                        ------------------------------
in the Circuit Court of the Fifteenth  Judicial Circuit,  Ogle County,  Illinois
against Kable News by a magazine  publisher and a number of insurance  companies
as the subrogees of other magazine publishers seeking damages for their property
stored by Kable News in the warehouse referred to in A. above that was destroyed
in the fire.  The three defendants are the warehouse  owner,  Kable News and the
temporary  staffing  company that is a defendant in the lawsuit  described in A.
above.   Plaintiffs'  claims  specific to Kable News are based on allegations of
negligence, breach of contract and willful and wanton misconduct.  The complaint
seeks damages in an amount in excess of $1,000,000.   The Company  believes that
Kable News has good defenses to the claims and also has  potential  cross-claims
against  the other  defendants  for their  conduct in the  matter,  and  intends
vigorously to defend the lawsuit.  However, the proceeding is at an early stage,
and the Company is not in a position to predict its outcome.

C. On  February  9, 2009,  a civil  action was  commenced  in the United  States
District Court for the Southern  District of New York entitled Source  Interlink
                                                               -----------------
Distribution,  LLC, et al. v. American  Media,  Inc.,  et al.  Source  Interlink
------------------------------------------------------------
Distribution,  LLC ("Source") is a wholesaler of magazines and in the lawsuit it


                                       18


alleged that magazine publishers and distributors,  including Kable Distribution
Services, Inc. ("Kable Distribution"), which is a wholly-owned subsidiary of the
Company, conspired to boycott Source to drive it out of business, and that other
wholesalers  participated in this effort. Source asserted claims under Section 1
of the Sherman Act  (antitrust),  for defamation  and for tortious  interference
with its contracts with retailers.  Damages were not quantified.  In April 2009,
Source and Kable  Distribution  agreed to settle the  lawsuit  with each of them
denying  any and all  wrongdoing  in  connection  with any claims and no payment
being  required of Kable  Distribution.  In connection  with the  settlement,  a
two-year agreement was entered into under which Kable Distribution will continue
to supply  magazines for Source's  wholesale  business.  In accordance  with the
settlement  agreement,  on April 14, 2009, the lawsuit was discontinued  against
Kable Distribution, with prejudice.

D. On March 10, 2009, a civil action was commenced in the United States District
Court for the Southern District of New York entitled  Anderson News,  L.L.C., et
                                                      --------------------------
al. v. American Media,  Inc., et al. Anderson News,  L.L.C.  ("Anderson")  was a
-----------------------------------
wholesaler  of  magazines.   It  has  alleged  that  magazine   publishers   and
distributors,  including Kable  Distribution,  conspired to boycott  Anderson to
drive  it out of  business,  and that  other  wholesalers  participated  in this
effort.  It has asserted claims under Section 1 of the Sherman Act  (antitrust),
for defamation, for tortious interference with its contracts with retailers, and
for civil conspiracy.  Damages have not been quantified, but would presumably be
alleged  to be  substantial.  Anderson  has  alleged  that the  distributor  and
publisher  defendants  acted in concert to cut off  Anderson  from its supply of
magazines  to  enable  them  to  gain  control  of  the   single-copy   magazine
distribution  channel.  The Company  believes that Kable  Distribution  has good
defenses to the claims and intends  vigorously  to defend the lawsuit.  However,
the  lawsuit is at an early  stage,  and the  Company  is not in a  position  to
predict its outcome.

E. 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 2009.

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;          72
                  Chairman, President and Chief Executive Officer of
                  AMREP Southwest Inc. since 1991.


Peter M. Pizza    Vice President and Chief Financial Officer of the         58
                  Company since 2001; Vice President and Controller
                  of the Company from 1997 to 2001.


Irving Needleman  Vice President, General Counsel and Secretary of the      71
                  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 Kable            52
                  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         61


                                       19


                  Kable Media Services, Inc. and President and Chief
                  Operating Officer of the Company's Fulfillment Services
                  business since January 2007.  President of Palm Coast
                  Data Holdco, Inc. and Palm Coast Data LLC since 2002
                  and President of their predecessor companies since 1996.

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, 2009, there were approximately 850 holders of record of
the common stock. The range of high and low sales prices of the common stock for
the last two fiscal years by quarter is presented below:

                     FIRST                   SECOND                    THIRD                    FOURTH
               -------------------    -------------------      ----------------------    ---------------------
                 HIGH        LOW        HIGH        LOW          HIGH          LOW         HIGH         LOW
               --------    --------   --------   --------      ---------     --------    ---------    --------

   2009        $  56.67    $  41.12   $  62.66   $  26.91      $   40.27     $  22.01    $   34.50    $  13.18
   2008        $  69.31    $  40.75   $  41.54   $  26.17      $   46.34     $  27.94    $   58.25    $  34.47

Dividend Policy

The Company paid  special cash  dividends on its common stock of $1.00 and $0.85
per share during 2008 and 2007.  The Board of  Directors  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. No cash dividends were paid during fiscal year 2009.

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 (or
comparable equity interest) of 27 companies with market capitalizations  similar
to that of the Company  ("Similar Cap Issuers"),  for the five years ended April
30, 2009 (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, 2004
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.

                                       20

Company Name / Index                                2004           2005        2006        2007       2008        2009
------------------------------------------------ ----------- ----------- ----------- ----------- ---------- -----------
AMREP Corporation                                   100          143.34      318.89      420.39     374.64      133.55
S&P 500 Index                                       100          106.34      122.73      141.43     134.82       87.21
Similar Cap Issuers                                 100          110.01      140.12      153.58     146.21       86.98


The Similar Cap Issuers are:  American Dental  Partners,  Inc.,  American Safety
Insurance  Holdings,  Ltd.,  American  Software,  Inc.,  Bank of Marin  Bancorp,
Cavalier Homes, Inc., Century Bancorp, Inc., Citizens South Banking Corporation,
Combimatrix  Corporation,  Consolidated Water Co. Ltd., Continucare Corporation,
Emcore  Corporation,  FNB United Corp.,  Frequency  Electronics,  Inc., Hawaiian
Holdings,  Inc., HMN  Financial,  Inc., HMS Holdings  Corp.,  Indiana  Community
Bancorp, Luby's Inc., Markwest Energy Partners,  L.P., Multi-Color  Corporation,
Northern States Financial Corporation,  Olympic Steel, Inc., Oncothyreon,  Inc.,
Osteotech,  Inc.,  Pennsylvania  Commerce  Bancorp,  Inc.,  Syms Corp.  and Utah
Medical Products, Inc.

As a result of changes in market  capitalizations  from year to year,  there was
one company in the Similar Cap Issuer index in the Company's 2008 Form 10-K that
met the  criteria  for  inclusion  in the Similar Cap Issuer  index in this Form
10-K, Consolidated Water Co. Ltd. The other companies comprising the Similar Cap
Issuer index in the Company's 2008 Form 10-K were: Array Biopharma Inc., ATP Oil
& Gas Corporation, Avigen, Inc., Bar Harbor Bankshares, Blue Coat Systems, Inc.,
California Coastal Communities, Inc., Capital Senior Living Corporation, Charles
& Colvard,  Ltd., ChipMOS Technologies (Bermuda) Ltd.,  Communications  Systems,
Inc., Dynamex Inc., Heska Corporation,  Interleukin Genetics,  Inc., Ladish Co.,
Inc., Landec Corporation,  LCA-Vision Inc., Mesabi Trust, Network Engines, Inc.,
Peoples Community Bancorp, Inc., Performance Technologies, Incorporated, Pioneer
Drilling Company,  Poniard  Pharmaceuticals,  Inc., Sparton  Corporation,  Tandy
Brands Accessories, Inc., USA Mobility, Inc., and Vist Financial Corp.

Equity Compensation Plan Information

See  Item  12 of  this  annual  report  on  Form  10-K  that  incorporates  such
information by reference from the Company's  Proxy Statement for its 2009 Annual
Meeting of Shareholders.

                                       21


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 Company's 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.

                                                                     Year Ended April 30,
                                       --------------------------------------------------------------------------------
                                           2009(a)           2008            2007             2006            2005
                                       --------------  ---------------  --------------- ---------------  --------------                                                               (In thousands, except per share amounts)
Financial Summary:
 Revenues                               $    145,901    $    172,061     $    204,839    $    148,296     $   134,506
 Income (Loss) from Continuing
   Operations                           $    (43,466)   $     13,762     $     46,697    $     22,494     $    15,588
 Income (Loss) from Discontinued
   Operations, net of tax               $          -    $        (57)    $     (1,591)   $      3,556     $       (63)
 Net Income (Loss)                      $    (43,466)   $     13,705     $     45,106    $     26,050     $    15,525
 Total Assets                           $    227,652    $    284,951     $    292,659    $    189,041     $   194,309

Capitalization:
 Shareholders' Equity                   $     96,281    $    145,056     $    160,004    $    118,970     $   117,405
 Notes Payable                          $     37,936    $     25,980     $     32,299    $      6,016     $    12,054

Per Share:
 Earnings (Loss) from Continuing
  Operations                            $      (7.25)   $       2.20     $       7.02    $       3.39     $      2.36
 Income (Loss) from
  Discontinued Operations               $          -    $      (0.01)    $      (0.24)   $       0.54     $     (0.01)
 Earnings (Loss) -
  Basic and Diluted                     $      (7.25)   $       2.19     $       6.78    $       3.93     $      2.35
 Book Value                             $      16.06    $      24.20     $      24.05    $      17.91     $     17.72
 Cash Dividend                          $          -    $       1.00     $       0.85    $       4.05     $      0.40

Shares Outstanding, End of Year                5,996           5,995            6,654           6,644           6,626


     (a)  Includes a pre-tax charge of $50,246,000  related to the impairment of
          goodwill (after tax $41,557,000,  or $6.93 per share),  see Note 10 to
          the consolidated  financial  statements included in this annual report
          on Form 10-K for further information.

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 four  business
segments:  the  Real  Estate  business  operated  by  AMREP  Southwest  and  the
Subscription  Fulfillment Services,  Newsstand Distribution Services and Product
Fulfillment  Services  and Other  businesses  operated  by Kable  (collectively,
"Media   Services").   The  Company's  foreign  sales  and  activities  are  not
significant.

Previously,  the Company reported three business segments;  however, as a result
of the purchase of assets of certain  businesses  in November 2008 (see Note 9),
the Company has reclassified certain revenues, expenses and capital expenditures
for  prior  reporting  periods  that  were  previously  reported  as part of its
Subscription  Fulfillment  Services segment and has reported them with revenues,
expenses and capital expenditures of those businesses since the date of purchase
as a separate segment, "Product Fulfillment Services and Other". Data concerning
industry  segments  is set  forth in Note 20 of the  notes  to the  consolidated
financial statements.

                                       22


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 2009,  2008 and 2007 mean the fiscal years ended April 30, 2009,  2008
and 2007, unless otherwise qualified.

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  returns 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) cash flow and valuation assumptions in performing asset impairment tests of
long-lived assets, goodwill impairment and assets held for sale; (v) actuarially
determined benefit obligations for pension plan accounting; (vi) risk assessment
of certain  uncertain  tax  positions;  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. 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,  which 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  $100,000;  (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) 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; (v) benefit  obligations and other
pension plan accounting and disclosures are based upon numerous  assumptions and
estimates,  including the expected rate of investment  return on retirement plan
assets,  the discount rate used to determine  the present value of  liabilities,
and  certain  employee-related  factors  such as  turnover,  retirement  age and
mortality.  As of April  30,  2009,  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  $41,000 per year, and the effect of every
0.25% change in the  discount  rate would  increase or decrease  the  subsequent
year's pension cost by approximately $35,000; (vi) the Company assesses risk for


                                       23


certain  uncertain tax positions and recognizes the financial  statement effects
of a tax  position  when it is more  likely than not that the  position  will be
sustained  upon  examination  by tax  authorities;  and  (vii)  the  Company  is
currently  involved in legal  proceedings  which are described in Item 3 of this
annual  report on Form 10-K.  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 litigation that is  significantly
different from the Company's assumptions.

RESULTS OF OPERATIONS
---------------------

Year Ended April 30, 2009 Compared to Year Ended April 30, 2008
---------------------------------------------------------------

The Company recorded a pre-tax, non-cash impairment charge in the fourth quarter
of 2009 of  $50,246,000  ($41,557,000  after  tax,  or $6.93  per  share).  This
impairment  charge  reflected  the  write-off  of  all of  the  goodwill  of the
Company's Subscription Fulfillment Services segment. After giving effect to this
impairment  charge,  the  Company  had a net loss of  $43,466,000,  or $7.25 per
share,  for fiscal  2009  compared  to net income of  $13,705,000,  or $2.19 per
share, in 2008. Revenues for 2009 were $145,901,000  compared to $172,061,000 in
the prior year.

Results  for 2009  were  entirely  from  continuing  operations,  including  the
impairment  charge,  while 2008's results included a net loss from  discontinued
operations of $57,000,  or $0.01 per share,  that  reflected  costs  incurred in
connection  with the  settlement of all  litigation  related to the Company's El
Dorado,  New Mexico water utility subsidiary that were in addition to costs that
had been accrued for this matter in 2007.  Excluding the impairment  charge, the
net loss from  continuing  operations was  $1,909,000,  or $0.32 per share,  for
2009. This included the fourth quarter write-off of a $6,500,000 receivable from
a major magazine wholesaler which recently closed its business ($4,095,000 after
tax, or $0.68 per share).

The primary  reason for the fourth  quarter 2009  non-cash  goodwill  impairment
charge was the lower than expected fiscal 2009 revenues and operating results of
the  Company's  Subscription  Fulfillment  Services  segment and a change in the
Company's  internally  projected  future cash flows from that  segment  based on
current  industry trends.  These reduced results and expectations  reflected the
well-publicized  decline in the magazine publishing industry during fiscal 2009,
which  represents the  Subscription  Fulfillment  Services  segment's  principal
customer base, as well as the deep recession which has impacted the U.S. economy
and  consumers  and the  uncertainty  about when this  recession  will end.  The
goodwill  impairment  charge is a non-cash  item which is not expected to affect
the  day-to-day  operations  of  the  Company  or its  Subscription  Fulfillment
Services segment.

Revenues from land sales at AMREP Southwest  decreased from  $27,902,000 in 2008
to $8,914,000 in 2009.  AMREP  Southwest  continues to experience  substantially
lower land sales in its  principal  market of Rio Rancho,  New Mexico due to the
continuing   severe   decline  in  the  real   estate   market  in  the  greater
Albuquerque-metro  and Rio Rancho areas.  Total acres sold were 148 in 2009, 406
in 2008  and  1,051  in  2007.  The  trend of  declining  permits  for new  home
construction in the Rio Rancho area also continues, with 27% fewer single-family
residential  building  permits  issued  during  2009 than in 2008.  The  Company
believes that this decline has been consistent with the well-publicized problems
of the national home building industry and credit markets, including fewer sales
of both new and existing homes, an increasing  number of mortgage  delinquencies
and  foreclosures  and a tightening of mortgage  availability.  Faced with these
adverse conditions,  builders have slowed the pace of building on developed lots
previously purchased from the Company in Rio Rancho and delayed or cancelled the
purchase of additional  developed lots. These factors have also contributed to a
steep decline in the sale of undeveloped land to both builders and investors.

In Rio Rancho,  the Company offers for sale both developed and undeveloped  lots
to  national,  regional  and local  home  builders,  commercial  and  industrial
property  developers and others.  The average  selling price of land sold by the
Company in Rio Rancho was $60,200 per acre in 2009, $68,700 per acre in 2008 and
$91,200  per acre in 2007,  reflecting  differences  in the mix of the  types of
properties  sold in each  period.  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.

Revenues  from  the  Company's  Media  Services  operations  decreased  2%  from
$138,696,000 for 2008 to $136,206,000 for 2009. Magazine publishers, who are the
principal  customers  of  the  Company's  Media  Services  operations,  suffered
generally from lower advertising  revenues and lower  subscription and newsstand
sales during both periods, which led to reduced business for the Company's Media
Services operations.  Revenues from Subscription Fulfillment Services operations
decreased  from  $122,521,000  for  2008 to  $115,964,000  for  2009,  primarily
reflecting  the net effect of reduced and lost business that resulted from lower


                                       24


publisher customer volumes and higher attrition of magazine titles than has been
previously  experienced,  offset  in part by  revenue  gains  from  new and some
existing clients.  Revenues from Newsstand  Distribution Services decreased from
$12,916,000  for 2008 to $12,400,000 in 2009 with the decline due in part to the
effects of a disruption in the wholesale distribution industry during the fourth
quarter  of  2009  caused  by the  closure  of a  major  newsstand  distribution
wholesaler.  Revenues from Product Fulfillment Services and other increased from
$3,259,000  for 2008 to $7,842,000  for 2009,  primarily from the inclusion of a
product  repackaging and fulfillment  business and a temporary staffing business
from the  date of  their  asset  purchases  in  November  2008.  Media  Services
operating expenses increased by $7,303,000 for 2009 compared to 2008,  primarily
attributable to the $6,500,000 write-off of an uncollectible  account receivable
from the major  newsstand  distribution  wholesaler that closed and, to a lesser
extent,  higher  consulting  and  computer  systems  integration  costs  of  the
Subscription Fulfillment Services business.

Although  there are multiple  revenue  streams in the  Subscription  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 normally  provide  ancillary  services to a
customer unless it was also providing the core service of maintaining a database
of subscriber  names.  Thus,  variations in  Subscription  Fulfillment  Services
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 larger company in the Subscription  Fulfillment  Services business,  and the
competition  for new customers is intense in both  segments,  which results in a
price  sensitive  industry  that limits the  Company's  ability to increase  its
prices.

In January 2008, the Company announced a project to consolidate its Subscription
Fulfillment  Services  business  operations  from three  locations  in Colorado,
Florida and Illinois into one existing location at Palm Coast, Florida, which is
expected to streamline  operations,  improve  service to clients and create cost
efficiencies  through  reduced  overhead costs and the  elimination of operating
redundancies.  This project,  which is now well underway, is expected to require
capital expenditures in the range of $9,000,000 to $12,000,000.  It is scheduled
to be  implemented  over  the  next  two  years  and may  involve  approximately
$6,000,000 of non-recurring  cash costs for severance,  training and transition,
facility closings and equipment relocation. The State of Florida and the City of
Palm Coast have agreed to provide incentives for the project, including cash and
employee  training  grants  and tax  relief,  which  could  amount to as much as
$8,000,000,  largely contingent on existing job retention,  new job creation and
capital  investment.  Previously  during  2008,  the Company  announced  (i) one
significant  workforce  reduction  in  its  Subscription   Fulfillment  Services
business that occurred in the third quarter, and (ii) a plan to redistribute the
work  performed at the Marion,  Ohio  facility of its  Subscription  Fulfillment
Services   business  and  the  scheduled   closing  of  that  facility  and  the
consolidation  of  subscription  fulfillment  operations  customer call centers,
which was completed in 2009.  During 2009,  the Company  recognized  $293,000 of
income for certain  incentives related to the consolidation  project,  which are
netted with costs of $1,501,000,  principally  for severance.  As a result,  the
Company  reported  a net  charge to  operations  of  $1,121,000  related  to the
consolidation  project in 2009 compared to a net charge of $1,159,000  for 2008,
principally  for  severance  and  consulting  costs.  The  items of  income  for
incentives  and costs  related to the  consolidation  project  are  included  in
Restructuring and fire recovery costs in the Company's  consolidated  statements
of operations and retained earnings.

In December  2007, a warehouse of  approximately  38,000 square feet leased by a
Kable subsidiary in Oregon,  Illinois and its contents were totally destroyed by
fire.  The  warehouse  was used  principally  to store back issues of  magazines
published by certain  customers for whom the Company filled back-issue orders as
part of its  services.  The Company was required to provide  insurance  for that
property of certain of those  customers.  Through June 30, 2009,  the  Company's
insurance  carrier  had  paid  approximately  $263,000  to  customers  for  lost
materials.  The  Company  believes  that  the  resolution  of other  pending  or
unasserted  claims  related to materials of certain  publishers  for whom it was
required to provide  insurance  after taking into account the proceeds  from its
property  insurance claims,  will not have a material effect on its consolidated
financial position, results of operations or cash flows.

The Company has filed a preliminary  claim with its  insurance  provider for its
property  loss as a  result  of the  fire and has  been  advanced  $500,000  for
replacement of such property. During 2009, the Company replaced a portion of the


                                       25


fixed assets lost in the warehouse  fire and recorded a $347,000 gain  resulting
from the  recognition  of  insurance  proceeds,  which is netted  against  costs
related to the fire,  principally  for legal and other  advisory costs that were
not  covered  by  insurance.  As a result,  the  Company  reported a net gain to
operations  of $71,000 for 2009.  In 2008 the  Company  recorded a net charge to
operations  of  $354,000  related  to fire  recovery  costs.  The item of income
related to  insurance  proceeds  and the fire  recovery  costs are  included  in
Restructuring and fire recovery costs in the Company's  consolidated  statements
of operations and retained earnings. In addition,  the Company recorded $287,000
of other income in 2009 for a business  interruption  claim  resulting  from the
fire.

Interest and other  revenues  decreased  $4,682,000  for 2009  compared to 2008,
primarily  due  to a  pre-tax  gain  from  the  sale  of a  commercial  property
($1,873,000)  and  the  forfeiture  of  deposits  for  the  purchase  of land by
homebuilders who did not exercise  purchase options  ($927,000) in 2008, with no
similar transactions occurring in 2009. In addition, interest and other revenues
were also lower in 2009 compared to 2008 due to lower cash balances to invest.

Real estate  commissions and selling expenses  decreased $389,000 (53%) for 2009
compared to 2008,  principally  due to the reduced land sales.  Other  operating
expenses increased $649,000 (77%) for 2009 compared to the prior year, primarily
due to a net  favorable  $550,000  adjustment to real estate tax expense in 2008
resulting  from the  finalization  of a property tax  valuation  appeal by AMREP
Southwest.

General and  administrative  expenses  of Media  Services  operations  increased
$641,000  (5%) in 2009  compared to 2008,  primarily  due to the  aforementioned
higher consulting fees and computer system integration costs associated with the
consolidation  project of the Subscription  Fulfillment Services business.  Real
estate  operations and corporate  general and  administrative  expense decreased
$311,000 (7%) for 2009 compared to 2008,  primarily due to reduced  professional
fees.

The Company's  effective tax rate from  continuing  operations was 20.0% in 2009
compared to 36.2% in 2008.  The  decrease  from the  statutory  rate in 2009 was
primarily  due to (i) permanent  items,  the most  significant  being the charge
against  book income  associated  with  non-amortizable  goodwill,  and (ii) the
recognition of previously  unrecognized  tax benefits  associated with uncertain
tax positions due to the expiration of applicable  statutes of limitations.  The
decrease  from the  statutory  rate in 2008 was  primarily  due to tax  benefits
associated with charitable contributions of land and tax exempt interest income.

Year Ended April 30, 2008 Compared to Year Ended April 30, 2007
---------------------------------------------------------------

Results of Operations

Net income in 2008 was  $13,705,000,  or $2.19 per share,  compared  to 2007 net
income of  $45,106,000,  or $6.78 per share.  Results for 2008  consisted of net
income from continuing operations of $13,762,000,  or $2.20 per share, and a net
loss from discontinued  operations of $57,000,  or $0.01 per share,  compared to
2007  results  which  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. 2008 revenues were $172,061,000,  a decrease of
$32,778,000  from 2007  revenues of  $204,839,000.  The decrease in revenues was
attributable  to reduced  land sales  revenues  from the  Company's  Real Estate
operations,  offset in part by the increased  Subscription  Fulfillment Services
revenues from the inclusion of Palm Coast's revenues for all of 2008 as compared
with three and a half months in 2007. The decrease in net income from continuing
operations was principally due to the reduced land sales.

The net loss from discontinued operations in 2008 was attributable to $57,000 of
costs incurred in connection  with the  settlement of all litigation  related to
the  Company's  El Dorado,  New Mexico  water  utility  subsidiary  that were in
addition to costs estimated and accrued for this matter in the fourth quarter of
2007. The amount accrued for the settlements in 2007,  including legal fees, was
$1,591,000, net of tax, and was also accounted for as a discontinued operation.

Revenues  from  real  estate  land  sales  at  AMREP  Southwest  decreased  from
$95,825,000  in  2007  to  $27,902,000  in  2008.   This  decrease  was  due  to
substantially  lower land sales in the Company's principal market of Rio Rancho,
New Mexico,  reflecting  the severe decline that occurred in this market in 2008
compared  to 2007  and  earlier  years.  The  number  of  permits  for new  home
construction was down significantly for calendar 2007 compared to 2006, with Rio
Rancho  showing a decrease of nearly 50%. This decline was generally  consistent
with the  well-publicized  problems  of the  national  home  building  industry,
including fewer sales of both new and existing homes,  the increasing  number of
mortgage   delinquencies   and   foreclosures   and  a  tightening  of  mortgage


                                       26


availability.  Faced with these adverse conditions,  builders slowed the pace of
building  on land  previously  purchased  from the Company in Rio Rancho and, in
some cases,  delayed or cancelled the purchase of additional land. These factors
also  contributed  to a sharp  decline  in  sales  of  undeveloped  land to both
builders and investors.  Revenues from sales of developed  lots to  homebuilders
decreased from  $39,407,000 in 2007 to $9,542,000 in 2008,  principally due to a
reduction in the number of lots sold. Revenues from sales of undeveloped builder
lots decreased from  $40,690,000 in 2007 to $9,709,000 in 2008,  principally due
to a  reduction  in the  number of lots sold and,  to a lesser  extent,  a lower
average price per lot due to a greater number of lots sold from locations in Rio
Rancho that were further  removed from developed  areas.  Revenues from sales of
commercial  and  industrial  properties  decreased  in 2008 to  $8,651,000  from
$15,728,000  in 2007 as a result  of fewer and lower  valued  transactions.  The
average gross profit  percentage on land sales decreased from 68% in 2007 to 65%
for 2008,  principally  attributable  to lower selling prices for commercial and
undeveloped lots in 2008.

The average  selling  price of land sold by the  Company in Rio Rancho  declined
from  $91,200  per  acre  in 2007  to  $68,700  per  acre  in  2008,  reflecting
differences  in the mix of the types of  properties  sold in each period and the
effects of a strong  regional  market in 2007 in Rio  Rancho  and a much  softer
market in 2008. 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.

Kable's revenues increased $38,191,000 from $100,505,000 in 2007 to $138,696,000
in 2008, principally attributable to the January 2007 acquisition of Palm Coast.
Subscription   Fulfillment  Services  revenues  increased  by  $39,510,000  from
$83,011,000 in 2007 to  $122,521,000 in 2008 due to the  contribution  from Palm
Coast.  The increase in revenues from the Palm Coast  acquisition  was partially
offset by decreases in other parts of Kable's Subscription  Fulfillment Services
business that resulted from continued  competitive market pressures and customer
losses.   Pricing  pressure  from  customers  also  had  a  negative  effect  on
Subscription  Fulfillment  Services revenues.  Newsstand  Distribution  Services
revenues  decreased by $1,468,000  from  $14,384,000  in 2007 to  $12,916,000 in
2008.  The  decrease in  Newsstand  Distribution  Services  revenues  was due to
reduced billings and lower commission rates, as well as the inclusion of certain
revenues  in the  prior  year that did not  recur in 2008.  Product  Fulfillment
Services and Other  revenues were generally  unchanged from 2007 to 2008.  Media
Services  operating  expenses increased by $34,759,000 in 2008 compared to 2007,
primarily  attributable  to the  addition of  operating  expenses of Palm Coast,
which were offset in part by decreased  payroll and benefit  expenses  resulting
from lower revenues in other parts of Kable's Subscription  Fulfillment Services
business.

The Company's  project to integrate  certain other aspects of the Kable and Palm
Coast  subscription   fulfillment  operations  in  order  to  improve  operating
efficiencies  and customer  service and also to reduce costs resulted in charges
of $1,159,000 in 2008,  principally  for  severance and other  consulting  costs
related to the  integration,  and these costs are included in the  Restructuring
and fire recovery costs in the Company's consolidated statement of income. There
were no similar costs in 2007.

The December 5, 2007 accidental fire that totally  destroyed a leased  warehouse
resulted in a charge to operations of  approximately  $30,000 from the write-off
of gross  assets of $470,000  net of $440,000 of  accumulated  depreciation.  In
addition,  the Company  recorded other charges to operations of $324,000 related
to fire  recovery  costs for the year ended April 30, 2008,  principally  due to
legal and other  costs that were not covered by  insurance  and these costs were
included  in  the  Restructuring  and  fire  recovery  costs  in  the  Company's
consolidated statement of income.

Real estate  commissions and selling expenses  decreased  $673,000 (48%) in 2008
compared to 2007, principally  attributable to the reduced volume of land sales.
Other  operating  expenses  decreased  $536,000  (39%) in 2008 compared to 2007,
principally due to a favorable adjustment of approximately $550,000 in the third
quarter of 2008 for real estate tax expense resulting from the finalization of a
property tax valuation  appeal by AMREP  Southwest.  Media Services  general and
administrative  expenses increased  $2,818,000 (31%) in 2008 compared to 2007 as
the addition of the Palm Coast expenses was only partially offset by lower costs
in other Subscription  Fulfillment Services  operations.  Real estate operations
and corporate general and  administrative  expenses  decreased $488,000 (10%) in
2008  compared  to 2007,  principally  as a result  of  lower  professional  and
consulting services costs.

Interest and other  revenues  decreased by  $3,046,000 in 2008 compared to 2007.
The decrease was partly  attributable  to lower cash balances to invest in 2008.
In addition, during 2008, the Company sold a commercial rental property at AMREP


                                       27


Southwest that resulted in a pre-tax gain of $1,873,000,  and it also recognized
pre-tax  income of $927,000 from the  forfeiture of deposits for the purchase of
land by homebuilders  who did not exercise  purchase  options.  During the first
quarter  of 2007,  the  Company  sold  certain of AMREP  Southwest's  investment
assets,  including the  Company's  office  building in Rio Rancho,  which in the
aggregate contributed a pre-tax gain of $4,107,000.

The Company's  effective tax rate from  continuing  operations was 36.2% in 2008
compared to 33.9% in 2007.  The decrease from the  statutory  rate in both years
was primarily due to tax benefits  associated with charitable  contributions  of
land and tax exempt interest income.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

The Company  finances its operations  from  internally  generated funds and from
borrowings under its various loan agreements.

Cash Flows From Financing Activities
------------------------------------

In January 2007,  AMREP Southwest  entered into a loan agreement that replaced a
prior loan agreement. The new loan agreement consisted of a new $14,180,000 term
loan facility and an existing  $25,000,000  unsecured  revolving credit facility
from the secured agreement it replaced. During September 2008, the maturity date
of the revolving  credit  facility was extended from September 2008 to September
2009, with all other terms remaining unchanged.

The revolving credit facility is used to support real estate  development in New
Mexico.  Borrowings  bear annual  interest at the  borrower's  option at (i) the
prime rate (3.25% at April 30,  2009) less 1.00%,  or (ii) the 30-day LIBOR rate
(0.45% at April 30, 2009) plus 1.65% for borrowings of less than $10,000,000, or
plus  1.50% for  borrowings  of  $10,000,000  or more.  At April 30,  2009,  the
outstanding  balance of the revolving  credit  facility was  $24,000,000  with a
weighted average interest rate of 2.01%. The term loan facility,  which required
prepayment in an amount equal to  collections  on the notes  receivable  held as
collateral  and the  amount of any such  receivables  that  experienced  payment
defaults, was repaid during 2009 and that facility has been terminated. The loan
agreement  contains  a  number  of  restrictive  covenants,  including  one that
requires  the  borrower  to  maintain a minimum  tangible  net worth,  and AMREP
Southwest was in compliance with these covenants at April 30, 2009.

AMREP  Southwest  has received a written  commitment  from the lender,  which is
subject  to certain  conditions  including  the  lender's  approval  of the loan
documentation,  which  provides  for the  replacement  of the present  revolving
credit facility at its September 2009 maturity with a new $22,500,000  revolving
credit  facility.  The new  facility  will be for a term to be  selected  by the
borrower  of either  (i) 364 days,  or (ii) two years  with a  reduction  of the
maximum  loan  amount  to  $20,000,000  at the 12 month  anniversary  of the new
facility. Borrowings will bear interest at the greater of 5% or the 30-day LIBOR
rate  plus  3.5% and will be  secured  by  mortgages  on real  estate  having an
appraised  value of at least 2-1/2 times the amount  borrowed.  The new facility
will limit other  borrowings  and will contain a number of financial  covenants,
including  requirements  that the  borrower  maintain a minimum  net worth and a
specified level of debt service coverage.

On July 14,  2009,  Kable and  certain of its direct and  indirect  subsidiaries
entered into an Amended and Restated Loan and Security  Agreement  (the "Present
Credit  Agreement")  with a bank that  further  amended and  restated an earlier
agreement with the bank's  predecessor (the latter agreement,  the "Prior Credit
Agreement").

The Present  Credit  Agreement  provides  for:  (i) a revolving  credit loan and
letter of credit  facility of up to $20,000,000  ("Facility A") that may be used
for general business purposes, including the payment of expenses and other costs
associated with the consolidation of Kable's  Subscription  Fulfillment Services
business in Florida;  and (ii) a second  revolving credit loan facility of up to
$5,000,000  ("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.  At the borrowers' option, up to $2,500,000 of
the bank's  lending  commitment for Facility D may be transferred to Facility A.
At April 30, 2009,  $6,067,000  of Facility A loans and no Facility D loans were
outstanding.   Additionally,   term  borrowings  of   approximately   $2,800,000
("Facilities B and C") at April 30, 2009,  bearing  interest from 4.79% to 6.40%
per annum,  that were incurred for capital  expenditures  under the Prior Credit
Agreement are now included in the borrowings  under the Present Credit Agreement
in  addition to  Facilities  A and D. Under the Present  Credit  Agreement,  the
revolving credits mature on May 1, 2010 and the term borrowings are due in


                                       28


installments  through  that  date,  as was  the  case  under  the  Prior  Credit
Agreement.  The borrowers'  obligations  under the Present Credit  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,  as were the borrowers'  obligations  under the
Prior Credit Agreement.

The  revolving  loans under the Present  Credit  Agreement  bear interest at the
borrowers'  option at fluctuating  rates that are either (i) a LIBOR-based  rate
(0.3% at July 14, 2009) plus 3.25%, or (ii) the bank's prime rate (3.25% at July
14, 2009) plus 1.75% (the rates under the Prior Credit Agreement were either (i)
LIBOR-based  plus a margin of 1.5% to 2.5%  depending  upon the  funded  debt to
EBITDA ratio, or (ii) the bank's prime rate).

The  Present  Credit  Agreement  requires  the  borrowers  to  maintain  certain
financial ratios, which are changed in a number of respects from those contained
in the Prior Credit Agreement.  The Present Credit  Agreement,  as did the Prior
Credit Agreement, also contains other 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,  and that limit the annual
amount  borrowers  may incur for capital  expenditures  and other  purposes  and
impose certain minimum EBITDA requirements on the borrowers.  The borrowers were
in compliance with the covenants of the Present Credit Agreement as of April 30,
2009.

At April 30, 2009,  Other notes payable  consisted of equipment  financing loans
with a weighted  average interest rate of 5.75% and a mortgage note payable on a
warehouse with an interest rate of 6.35%.

Consolidated  notes  payable  outstanding  at April  30,  2009  was  $37,936,000
compared to $25,980,000 at April 30, 2008.

Cash Flows From Operating Activities
------------------------------------

Real  estate  receivables  decreased  from  $13,124,000  at  April  30,  2008 to
$3,367,000   at  April  30,   2009   reflecting   the  net  effect  of  (i)  the
reclassification  of  approximately  $6,979,000  to real  estate  inventory  and
$1,125,000 to investment  assets from mortgage notes  receivable  resulting from
the Company's  acceptance of deeds in lieu of foreclosure  related to delinquent
mortgage notes  receivable and (ii) payments  received on mortgage notes held by
AMREP Southwest offset in part by mortgages notes received by AMREP Southwest in
connection with real estate sales that closed during 2009.

Real estate  inventory  amounted to  $81,561,000  at April 30, 2009  compared to
$70,252,000  at April 30,  2008.  Inventory  in the  Company's  core real estate
market of Rio Rancho increased from $63,215,000 at April 30, 2008 to $74,121,000
at April 30, 2009,  primarily  reflecting the reclassification of mortgage notes
receivable  to  inventory  discussed  above and the net  effect  of  development
spending  and  land  sales.  The  balance  of real  estate  inventory  consisted
principally of properties in Colorado in both years.

Intangible  and other assets  decreased  from  $29,913,000  at April 30, 2008 to
$26,145,000 at April 30, 2009, primarily reflecting normal amortization of these
assets.  Property,  plant and equipment  increased from $28,914,000 at April 30,
2008 to $34,656,000 at April 30, 2009,  primarily due to a purchase of an office
building in Palm Coast,  Florida and a  warehouse  acquisition  by the  Company,
offset in part by normal depreciation charges.

Accounts  payable and accrued  expenses  decreased from $98,532,000 at April 30,
2008 to  $81,699,000  at April 30, 2009,  primarily as a result of the timing of
payments due to publishers and vendors and lower business volumes.

The unfunded pension liability of the Company's defined benefit  retirement plan
increased  from  $2,045,000 at April 30, 2008 to  $10,665,000 at April 30, 2009,
principally due to a decrease in the fair market value of the plan assets during
the year resulting from a combination of net realized and unrealized losses from
investment  assets.  The Company recorded a comprehensive  loss of $5,324,000 in
2009 and  $660,000  in 2008,  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
------------------------------------

Capital expenditures for property, plant and equipment amounted to approximately
$5,212,000  and  $5,169,000  in 2009  and 2008 and  consisted  principally  of a
purchase of an office building in Palm Coast,  Florida in 2009 and  expenditures
for computer hardware and software for Kable's Subscription


                                       29


Fulfillment  Services  segment  in  2008.  In  2008,  capital  expenditures  for
investment assets were $1,208,000 for the purchase of additional  scattered lots
in Rio Rancho in order to increase the Company's ownership in certain geographic
areas.  There were no capital  expenditures  for investment  assets in 2009. The
Company  believes  that it has  adequate  financing  capability  to provide  for
anticipated capital expenditures in fiscal 2010.

During  November  2008,  in separate  transactions,  the Company  purchased  (i)
certain assets of a  privately-held  company engaged in the product  repackaging
and  fulfillment  industry;  (ii)  certain  assets of a  provider  of  temporary
staffing  services and (iii) a warehouse.  The aggregate  purchase  price of the
assets purchased in the three transactions was approximately $8,500,000, and was
financed from working capital,  bank borrowings and the assumption of a mortgage
note payable on the warehouse

During January 2007, the Company,  through a newly-created  subsidiary of Kable,
acquired Palm Coast for approximately $95,400,000.  The acquisition was financed
with existing cash and borrowings.

Future Payments Under Contractual Obligations
---------------------------------------------

The table below summarizes significant  contractual cash obligations as of April
30, 2009 for the items indicated (in thousands):

                                                                                                             More
                                                         Less than            1-3             3-5            than
      Contractual Obligations              Total           1 year            years           years          5 years
      -----------------------              -----           ------            -----           -----          -------
    Notes payable                       $   37,936       $  25,770        $    7,740      $      218       $   4,208
    Operating leases and other              23,344           4,919            10,125           6,112           2,188
                                       -------------    ------------     ------------    ------------     -----------
    Total                               $   61,280       $  30,689        $   17,865      $    6,330       $   6,396
                                       =============    ============     ============    ============     ===========


Operating  leases and other  includes  $2,270,000 of uncertain tax positions and
related accrued  interest  recorded in accordance with FIN 48. Refer to Notes 8,
12, 16 and 17 to the  consolidated  financial  statements  included in this 2009
Form 10-K for additional  information on long-term  debt,  taxes and commitments
and contingencies.

Discretionary Stock Repurchase Program
--------------------------------------

The  Company  announced  on  October  8, 2007 that its  Board of  Directors  had
authorized the repurchase of up to 500,000 shares of the Company's common stock,
which was in addition to a previously announced 500,000 share repurchase program
that was  completed  in early  October  2007.  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. In 2008, the Company purchased
a total of 658,400  shares  under both  announced  programs,  all in open market
transactions, for a total purchase price, including commissions, of $21,363,000,
or an average of $32.45 per share.  The Company did not make any  repurchases of
stock during 2009.

All repurchases  were funded from cash on hand and borrowings  under bank credit
facilities, and the Company expects to fund any future purchases from internally
generated cash or borrowings.

NEW AND EMERGING ACCOUNTING STANDARDS
-------------------------------------

In September  2006, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial  Accounting  Standards No. 157, "Fair Value Measurements"
("SFAS No. 157").  SFAS No. 157 defines fair value,  establishes a framework for
measuring fair value, and expands disclosures about fair value measurement. SFAS
No. 157 also  emphasizes that fair value is a market-based  measurement,  not an
entity-specific  measurement,  and  sets  out a fair  value  hierarchy  with the
highest priority being quoted prices in active markets. Under SFAS No. 157, fair
value  measurements  are disclosed by level within that  hierarchy.  In February
2008,  the FASB issued FASB Staff  Position No.  157-2,  Effective  Date of FASB
Statement No. 157, which permits a one-year  deferral for the  implementation of
SFAS No. 157 with regard to  nonfinancial  assets and  liabilities  that are not
recognized or disclosed at fair value in the financial statements on a recurring
basis.  The Company  adopted SFAS No. 157 for the fiscal year  beginning  May 1,
2008,  except for  nonfinancial  assets and  nonfinancial  liabilities  that are
recognized  or  disclosed  at  fair  value  in  the  financial  statements  on a
nonrecurring  basis,  for  which  delayed  application  is  permitted  until the


                                       30


Company's fiscal year beginning May 1, 2009. The Company is currently evaluating
the potential  impact,  if any, of the adoption of the  remaining  provisions of
SFAS No.  157 on the  Company's  consolidated  financial  position,  results  of
operations or cash flows.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated  Financial  Statements-an  amendment of ARB No. 51", which provides
accounting  and  reporting  standards  for  the  noncontrolling  interest  in  a
subsidiary  and for the retained  interest and gain or loss when a subsidiary is
deconsolidated.  This statement is effective for financial statements issued for
fiscal years  beginning on or after  December 15, 2008. The adoption of SFAS No.
160 is not  expected  to have a material  impact on the  Company's  consolidated
financial position, results of operations or cash flows.

In December 2007, the FASB also issued SFAS No. 141(R),  "Business  Combinations
(Revised)",  which, among other provisions,  requires the use of the acquisition
method of accounting, defines the acquirer, establishes the acquisition date and
broadens  the scope to all  transactions  and other  events in which one  entity
obtains  control over one or more  businesses.  The  statement is effective  for
business combinations or transactions entered into for fiscal years beginning on
or after  December  15, 2008.  The  adoption of SFAS No.  141(R) will affect the
Company's accounting for future business combinations  occurring after April 30,
2009.

In December 2008,  the FASB issued Staff Position No. FAS 132(R)-1,  "Employers'
Disclosures about  Postretirement  Benefit Plan Assets (FSP FAS 132(R)-1)".  FSP
FAS 132(R)-1 requires more detailed  disclosures about employers' plan assets in
a defined benefit pension or other  postretirement  plan,  including  employers'
investment strategies,  major categories of plan assets,  concentrations of risk
within plan assets, and inputs and valuation techniques used to measure the fair
value  of  plan  assets.  FSP  FAS  132(R)-1  also  requires,   for  fair  value
measurements using significant  unobservable inputs (Level 3), disclosure of the
effect of the  measurements  on  changes  in plan  assets  for the  period.  The
disclosures  about plan assets required by FSP FAS 132(R)-1 must be provided for
fiscal years ending after  December  15,  2009.  As this  pronouncement  is only
disclosure-related,  it will not have an  impact on the  Company's  consolidated
financial position, results of operations or 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 20 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 20 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 any of its businesses.

                                       31


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,  other filings with the Securities and Exchange  Commission,  reports to
the  Company's  shareholders  and news  releases.  All  statements  that express
expectations, estimates, forecasts or projections are forward-looking statements
within the meaning of the 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, 2009 the  Company's  long-term  debt  obligations  and  receivables
(excluding trade accounts) by scheduled  fiscal year maturity,  weighted average
interest  rate and  estimated  fair  market  value  ("FMV")  (dollar  amounts in
thousands):

                                                                                    There-                 FMV at
                              2010       2011       2012       2013       2014      after       Total      4/30/09
                              ----       ----       ----       ----       ----      -----       -----      -------

Fixed rate
  receivables              $  3,072    $      3   $      3   $    98    $    -     $     -    $   3,176   $   2,914

Weighted average
  interest rate                9.4%        8.5%       8.5%      8.5%         -           -         9.4%

Fixed rate debt            $  1,770    $  1,541   $    132   $   106    $    112   $   4,208  $   7,869   $   8,524

Weighted average
  interest rate                5.7%        5.3%       5.4%      6.4%        6.4%        6.4%       6.0%

Variable rate debt         $ 24,000    $  6,067   $    -     $    -     $    -     $     -    $  30,067   $  30,067

Weighted average
  interest rate                2.0%        2.2%        -          -          -            -        2.0%




                                       32




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,  2009 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, 2009,  internal  control over
financial reporting was effective.

On November 7, 2008,  the Company,  through a  newly-formed  subsidiary of Kable
Media Services, Inc., Kable Specialty Packaging Services LLC ("KSPS"), purchased
certain assets of a privately-held  company located in Fairfield,  Ohio, engaged
in the product repackaging and fulfillment  industry.  On the same date, another
newly-formed subsidiary of Kable Media Services,  Inc., Kable Staffing Resources
LLC ("KSR"),  purchased  certain assets of a  privately-held  company engaged in
providing  temporary staffing  services.  For additional  information  regarding
these purchases, see Note 9 to the accompanying financial statements included in
this annual report on Form 10-K. KSPS and KSR together represented approximately
0.2%  of  the  Company's  consolidated  assets  and  approximately  3.0%  of the
Company's consolidated revenues as of and for the year ended April 30, 2009.

Management  has excluded  KSPS and KSR from the scope of this report on internal
controls over financial reporting for the year ended April 30, 2009.  Management
is in the process of implementing the Company's  internal control structure over
the operations of KSPS and KSR and expects that this effort will be completed in
fiscal 2010. 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.



                                       33




Report of Independent Registered Public Accounting Firm






To the Board of Directors
AMREP Corporation

We have  audited  AMREP  Corporation  and  Subsidiaries  internal  control  over
financial  reporting  as of April 30,  2009,  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  including the accompanying  Management's  Annual Report on
Internal Control Over Financial  Reporting.  Our responsibility is to express an
opinion on 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,  assessing the risk that a material  weakness exists,  and
testing  and  evaluating  the design and  operating  effectiveness  of  internal
control based on the assessed  risk.  Our audit also included  performing  other
such procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.

As described in  Management's  Annual Report on Internal  Control Over Financial
Reporting  management has excluded Kable  Specialty  Packaging  Services LLC and
Kable  Staffing  Resources  LLC from its  assessment  of internal  control  over
financial  reporting as of April 30, 2009,  because these entities were acquired
by the Company when certain  assets of Service  Parts Supply Corp.  and Resource
One Staffing,  LLC. were purchased  during 2009. We have excluded the operations
of these entities from our audit of internal  control over financial  reporting.
The  entities  are a wholly  owned  subsidiary  whose total  assets and revenues
represent  approximately  0.2%  and  3.0%,  respectively,  of  the  consolidated
financial statement amounts as of and for the year ended April 30, 2009.

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 (a) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (b)
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 (c) 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, AMREP Corporation and Subsidiaries  maintained,  in all material
respects,  effective  internal control over financial  reporting as of April 30,
2009,  based on criteria  established in Internal  Control-Integrated  Framework
issued by the Committee of Sponsoring  Organizations of the Treadway  Commission
(COSO).

We have also  audited,  in accordance  with the standards of the Public  Company
Accounting  Oversight Board (United States),  the consolidated balance sheets of


                                       34


AMREP  Corporation  and  Subsidiaries  as of April 30,  2009 and  2008,  and the
related  consolidated  statements  of operations, shareholders'  equity and cash
flows for each of the three  years in the period  ended  April 30,  2009 and our
report dated July 14, 2009 expressed an unqualified opinion.


/s/ McGladrey & Pullen, LLP
July 14, 2009






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,  2009 and  2008,  and the  related  consolidated
statements of  operations,  shareholders'  equity and cash flows for each of the
three years in the period  ended April 30,  2009.  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,  2009 and  2008,  and the  results  of their
operations  and their cash flows for each of the three years in the period ended
April  30,  2009,  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),   AMREP   Corporation's   and
Subsidiaries'  internal  control over financial  reporting as of April 30, 2009,
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 14,  2009  expressed  an  unqualified  opinion on the
effectiveness of AMREP Corporation's internal control over financial reporting.


/s/ McGladrey & Pullen, LLP
July 14, 2009



                                       35


                       AMREP CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                             APRIL 30, 2009 AND 2008
             (Dollar amounts in thousands, except per share amount)

                                     ASSETS                                     2009                 2008
                                     ------                               ----------------    -----------------

CASH AND CASH EQUIVALENTS                                                  $      29,018       $     32,608

RECEIVABLES, net:
 Real estate operations                                                            3,367             13,124
 Media services operations                                                        34,614             45,701
                                                                          ----------------    -----------------
                                                                                  37,981             58,825

TAXES RECEIVABLE                                                                   3,009                  -

REAL ESTATE INVENTORY                                                             81,561             70,252

INVESTMENT ASSETS, net                                                            11,389             10,300

PROPERTY, PLANT AND EQUIPMENT, net                                                34,656             28,914

INTANGIBLE AND OTHER ASSETS, net                                                  26,145             29,913

GOODWILL                                                                           3,893             54,139
                                                                          ----------------    -----------------

  TOTAL ASSETS                                                             $     227,652       $    284,951
                                                                          ================    =================

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------
LIABILITIES:
ACCOUNTS PAYABLE AND ACCRUED EXPENSES                                      $      81,699       $     98,532

NOTES PAYABLE:
 Amounts due within one year                                                      25,770              4,816
 Amounts subsequently due                                                         12,166             21,164
                                                                          ----------------    -----------------
                                                                                  37,936             25,980

TAXES PAYABLE                                                                         -                 980
DEFERRED INCOME TAXES                                                              1,071             12,358
ACCRUED PENSION COST                                                              10,665              2,045
                                                                          ----------------    -----------------

  TOTAL LIABILITIES                                                              131,371            139,895
                                                                          ----------------    -----------------

SHAREHOLDERS' EQUITY:
 Common stock, $.10 par value;
  shares authorized - 20,000,000; shares issued - 7,420,704 at
  April 30, 2009 and 7,419,704 at April 30, 2008                                     742                742
 Capital contributed in excess of par value                                       46,100             46,085
 Retained earnings                                                                84,942            128,408
 Accumulated other comprehensive loss, net                                        (8,846)            (3,522)
 Treasury stock, 1,424,492 shares at April 30, 2009 and 2008, at cost            (26,657)           (26,657)
                                                                          ----------------    -----------------
  TOTAL SHAREHOLDERS' EQUITY                                                      96,281            145,056
                                                                          ----------------    -----------------

  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $     227,652       $    284,951
                                                                          ================    =================

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




                                       36



                       AMREP CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                (Amounts in thousands, except per share amounts)



                                                                                 Year Ended April 30,
                                                               ------------------------------------------------------
                                                                    2009                2008               2007
                                                               ---------------     ---------------    ---------------
   REVENUES:
    Real estate land sales                                      $      8,914        $     27,902       $    95,825

    Media services operations                                        136,206             138,696           100,505

    Interest and other                                                   781               5,463             8,509
                                                               ---------------     ---------------    ---------------
                                                                     145,901             172,061           204,839
                                                               ---------------     ---------------    ---------------

   COSTS AND EXPENSES:
    Real estate land sales                                             2,156               9,760            31,154
    Operating expenses:
     Media services operations                                       127,324             120,021            85,262
     Real estate commissions and selling                                 342                 731             1,404
     Restructuring and fire recovery costs                             1,050               1,513                 -
     Other                                                             1,489                 840             1,376
    General and administrative:
     Media services operations                                        12,694              12,053             9,235
     Real estate operations and corporate                              4,239               4,550             5,038
    Goodwill impairment                                               50,246                   -                 -
    Interest expense, net of capitalized amounts                         715               1,012               702
                                                               ---------------     ---------------    ----------------
                                                                     200,255             150,480           134,171
                                                               ---------------     ---------------    ----------------

   INCOME (LOSS) FROM CONTINUING
      OPERATIONS BEFORE INCOME TAXES                                 (54,354)             21,581            70,668

   PROVISION (BENEFIT) FOR INCOME TAXES
      FROM CONTINUING  OPERATIONS                                    (10,888)              7,819            23,971
                                                               ---------------     ---------------    ----------------

   INCOME (LOSS) FROM CONTINUING
      OPERATIONS                                                     (43,466)             13,762            46,697

   LOSS FROM OPERATIONS OF DISCONTINUED
      BUSINESS (NET OF INCOME TAXES)                                       -                 (57)           (1,591)
                                                               ---------------     ---------------    ----------------

   NET INCOME (LOSS)                                            $    (43,466)       $     13,705       $    45,106
                                                               ===============     ===============    ================

   EARNINGS (LOSS) PER SHARE FROM
      CONTINUING OPERATIONS                                     $      (7.25)       $       2.20       $      7.02
   LOSS PER SHARE FROM
      DISCONTINUED OPERATIONS                                              -               (0.01)            (0.24)
                                                               ---------------     ---------------    ----------------

   EARNINGS (LOSS) PER SHARE - BASIC AND
      DILUTED                                                   $      (7.25)       $       2.19       $      6.78
                                                               ===============     ===============    ================

   WEIGHTED AVERAGE NUMBER OF COMMON
      SHARES OUTSTANDING                                               5,996               6,248             6,650
                                                               ===============     ===============    ================


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



                                       37



                       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, 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 dividend, $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

  Net income                           -            -             -        13,705              -               -        13,705

  Other comprehensive
   income (loss)                       -            -             -             -           (660)              -          (660)
                                                                                                                     -----------
  Total comprehensive
   income                                                                                                               13,045
                                                                                                                     -----------
  Cash dividend, $1.00 per
   share                               -            -             -        (6,630)             -               -        (6,630)

  Acquisition of treasury
   stock, 658,400 shares               -            -             -             -              -         (21,363)      (21,363)
                                  -------    --------  ---------------  ----------   -------------     ----------    -----------
BALANCE, April 30, 2008            7,420          742        46,085       128,408         (3,522)        (26,657)      145,056

  Net loss                             -            -             -       (43,466)             -               -       (43,466)

  Other comprehensive loss             -            -             -             -         (5,324)              -        (5,324)
                                                                                                                     -----------

  Total comprehensive loss                                                                                             (48,790)
                                                                                                                     -----------

  Exercise of stock options            1            -            15             -              -               -            15
                                  -------    --------  ---------------  ----------   -------------     ----------    -----------

BALANCE, April 30, 2009            7,421     $    742   $    46,100     $  84,942    $    (8,846)      $ (26,657)    $   96,281
                                  ==============================================================================================


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



                                       38



                       AMREP CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in thousands)
                                                                                                    Year Ended April 30,
                                                                                   --------------------------------------------------
                                                                                        2009              2008              2007
                                                                                   --------------    --------------    --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss)                                                                  $   (43,466)      $    13,705       $    45,106
 Adjustments to reconcile net income
  to net cash provided (used in) by operating activities:
  Goodwill impairment                                                                    50,246                -                 -
  Depreciation and amortization                                                          10,159            10,524             7,319
  Non-cash credits and charges:
    Gain on disposition of assets                                                           114            (1,679)           (4,115)
    Provision for doubtful accounts                                                       6,775              (676)             (227)
    Pension accrual                                                                          34              (967)               26
    Stock based compensation - Directors' Plan                                               -                 -                339
  Changes in assets and liabilities, excluding the effect of acquisitions:
    Receivables                                                                           7,647            10,901           (10,901)
    Real estate inventory                                                                (4,313)          (19,696)            1,064
    Taxes receivable                                                                     (3,009)               -                 -
    Other assets                                                                           (189)              272            (1,852)
    Accounts payable and accrued expenses, and deferred revenue                         (17,520)           11,328            33,156
    Taxes payable                                                                          (980)              925            (4,493)
    Deferred income taxes                                                                (8,025)            1,614             3,267
                                                                                   --------------    --------------    --------------
     Net cash provided by (used in) operating activities                                 (2,527)           26,251            68,689
                                                                                   --------------    --------------    --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital expenditures - property, plant, and equipment                                   (5,212)           (5,169)            (1,797)
 Capital expenditures - investment assets                                                    -             (1,208)            (2,870)
 Proceeds from disposition of assets                                                         -              4,749              6,173
 Acquisition, net of cash acquired                                                       (3,075)              195            (95,636)
                                                                                   --------------    --------------    --------------
     Net cash used in investing activities                                               (8,287)           (1,433)           (94,130)
                                                                                   --------------    --------------    --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from debt financing                                                            54,136            86,860             81,255
 Principal debt payments                                                                (46,927)          (93,179)           (54,973)
 Exercise of stock options                                                                   15                -                  27
 Acquisition of treasury stock                                                               -            (21,363)                -
 Cash dividends                                                                              -             (6,630)            (5,648)
                                                                                   --------------    --------------    --------------
     Net cash provided by (used in) financing activities                                  7,224           (34,312)            20,661
                                                                                   --------------    --------------    --------------

DECREASE IN CASH AND CASH EQUIVALENTS                                                    (3,590)           (9,494)            (4,780)
Cash and cash equivalents, beginning of year                                             32,608            42,102             46,882
                                                                                   --------------    --------------    --------------
Cash and cash equivalents, end of year                                              $    29,018       $    32,608       $     42,102
                                                                                   ==============    ==============    ===============

SUPPLEMENTAL CASH FLOW INFORMATION:
 Interest paid - net of amounts capitalized                                         $       694       $     1,085       $        735
                                                                                   ==============    ==============    ===============

 Income taxes paid - net of refunds                                                 $     1,648       $     2,453       $     24,261
                                                                                   ==============    ==============    ===============

 Non-cash transactions:
  Transfer to real estate inventory from receivables                                $     6,979       $     3,892       $         -
                                                                                   ==============    ==============    ===============

  Transfer to real estate investment assets from receivables                        $     1,125       $        -        $         -
                                                                                   ==============    ==============    ===============





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



                                       39



                       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 subsidiaries,  is
primarily  engaged in four  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 subscription  fulfillment
services,  magazine  distribution  services and product fulfillment services and
other 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 2009,  2008 and
2007 mean the fiscal  years  ended  April 30,  2009,  2008 and 2007,  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 fair 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.

When the Company  enters into certain sales that require the Company to complete
specified  development work subsequent to closing,  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
--------------
magazine  subscription  fulfillment,  the  distribution of periodicals and other
products  and  activities.   Revenues  from  Subscription   Fulfillment  Service
activities  represent  fees,  which are  billed  and  earned  monthly,  from the
maintenance  of computer  files for customers 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 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 principally represent commissions earned from the
distribution  of  publications  for client  publishers  and are  recorded by the


                                       40


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 the 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  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 highly  liquid  investments  that have an original
maturity of ninety days or less and 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  Newsstand
Distribution Services receivables, return allowances.  Management determines the
allowances for doubtful accounts by reviewing and identifying  troubled accounts
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.

Receivables  for the  Newsstand  Distribution  Services  business  are  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
are 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 primarily consist of investment land, which represents vacant,
undeveloped  land not held  for  development  or sale in the  normal  course  of
business,  and is  stated  at the lower of cost or fair  market  value  less the
estimated costs to sell.

    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.

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.

                                       41


    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 9).

Goodwill  is not  amortized,  but is reviewed  at the  reporting  unit level for
impairment  annually or more frequently if indications of impairment exist under
the  provisions of SFAS No. 142,  "Goodwill  and Other  Intangible  Assets".  An
impairment  charge is generally  recognized  when the estimated  fair value of a
reporting unit is less than its carrying amount,  including goodwill. Based on a
review  completed  as of  April  30,  2009,  the  Company  recorded  a  non-cash
impairment charge of $50,246,000 (see Note 10).

    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 carrying value of an asset and its 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. The Company provides a
valuation  allowance  against net  deferred  tax assets  unless,  based upon the
available evidence, it is more likely than not that the deferred tax assets will
be realized.

    Earnings (loss) per share
    -------------------------

Basic  earnings  (loss)  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   outstanding  are  anti-dilutive   and  therefore   excluded  from  the
computation of earnings per share.

    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 2007 (see Note 11).
Stock options  granted prior to the adoption of SFAS No. 123(R) were issued with
an exercise  price at the fair  market  value of the  Company's  stock and fully
vested at the date of  grant.  Accordingly,  no  compensation  expense  has been
recognized  with respect to the stock option plan in 2007.  Under the provisions
of SFAS No. 123(R), the compensation  expense was not material to the results of
operations for 2009, 2008 and 2007.

    Pension plan
    ------------

In September 2006, the Financial Accounting Standards Board ("FASB") issued 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


                                       42


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  recognition,  disclosure  and
measurement  provisions of SFAS No. 158 as of April 30, 2007, which did not have
a material impact 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  pension   expense   and  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.

    New and Emerging Accounting Standards
    -------------------------------------

In September 2006, the FASB issued Statement of Financial  Accounting  Standards
No. 157,  "Fair Value  Measurements"  (SFAS No. 157).  SFAS No. 157 defines fair
value, establishes a framework for measuring fair value, and expands disclosures
about fair value measurement.  SFAS No. 157 also emphasizes that fair value is a
market-based  measurement,  not an entity-specific  measurement,  and sets out a
fair value  hierarchy  with the highest  priority  being quoted prices in active
markets.  Under SFAS No. 157,  fair value  measurements  are  disclosed by level
within that hierarchy. In February 2008, the FASB issued FASB Staff Position No.
157-2,  Effective  Date of FASB  Statement  No.  157,  which  permits a one-year
deferral  for the  implementation  of SFAS No. 157 with  regard to  nonfinancial
assets and liabilities that are not recognized or disclosed at fair value in the
financial  statements on a recurring basis. The Company adopted SFAS No. 157 for
the fiscal  year  beginning  May 1, 2008,  except  for  nonfinancial  assets and
nonfinancial  liabilities  that are recognized or disclosed at fair value in the
financial  statements on a nonrecurring  basis, for which delayed application is
permitted until the Company's  fiscal year beginning May 1, 2009. The Company is
currently  evaluating  the  potential  impact,  if any,  of the  adoption of the
remaining  provisions  of SFAS No. 157 on the Company's  consolidated  financial
position, results of operations or cash flows.

In December  2007,  the FASB issued SFAS No. 160,  "Noncontrolling  Interests in
Consolidated  Financial  Statements-an  amendment of ARB No. 51", which provides
accounting  and  reporting  standards  for  the  noncontrolling  interest  in  a
subsidiary  and for the retained  interest and gain or loss when a subsidiary is
deconsolidated.  This statement is effective for financial statements issued for
fiscal years  beginning on or after  December 15, 2008. The adoption of SFAS No.
160 is not  expected  to have a material  impact on the  Company's  consolidated
financial position, results of operations or cash flows.

In December 2007, the FASB also issued SFAS No. 141(R),  "Business  Combinations
(Revised)",  which, among other provisions,  requires the use of the acquisition
method of accounting, defines the acquirer, establishes the acquisition date and
broadens  the scope to all  transactions  and other  events in which one  entity
obtains  control over one or more  businesses.  The  statement is effective  for
business combinations or transactions entered into for fiscal years beginning on
or after  December  15, 2008.  The  adoption of SFAS No.  141(R) will affect the
Company's accounting for future business combinations  occurring after April 30,
2009.

In December 2008,  the FASB issued Staff Position No. FAS 132(R)-1,  "Employers'
Disclosures about  Postretirement  Benefit Plan Assets (FSP FAS 132(R)-1)".  FSP
FAS 132(R)-1 requires more detailed  disclosures about employers' plan assets in
a defined benefit pension or other  postretirement  plan,  including  employers'
investment strategies,  major categories of plan assets,  concentrations of risk
within plan assets, and inputs and valuation techniques used to measure the fair
value  of  plan  assets.  FSP  FAS  132(R)-1  also  requires,   for  fair  value


                                       43


measurements using significant  unobservable inputs (Level 3), disclosure of the
effect of the  measurements  on  changes  in plan  assets  for the  period.  The
disclosures  about plan assets required by FSP FAS 132(R)-1 must be provided for
fiscal years ending after  December  15,  2009.  As this  pronouncement  is only
disclosure-related,  it will not have an  impact on the  Company's  consolidated
financial position, results of operations or cash flows.

The Company will monitor these  emerging  issues to assess any potential  future
impact on its consolidated financial statements.

(2) RECEIVABLES:
    -------------
Receivables consist of:                                                               April 30,
                                                                         ------------------------------------
                                                                              2009                 2008
                                                                         ----------------    ----------------
                                                                                     (Thousands)
Real estate operations:
 Mortgage notes and other receivables                                     $      3,457        $     13,236
 Less allowance for doubtful accounts                                              (90)               (112)
                                                                         ----------------    ----------------
                                                                          $      3,367        $     13,124
                                                                         ================    ================
Media services operations (maturing within one year):
 Subscription Fulfillment Services                                        $     24,711        $     28,348
 Newsstand Distribution Services, net of estimated returns                       8,970              18,008
 Product Fulfillment Services and other                                          1,863                   -
                                                                         ----------------    ----------------
                                                                                35,544              46,356
 Less allowance for doubtful accounts                                             (930)               (655)
                                                                         ----------------    ----------------
                                                                          $     34,614        $     45,701
                                                                         ================    ================

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  45% and 42% of media  services net accounts  receivable  were due
from  three  wholesalers  at  April  30,  2009  and  2008.  As a  result  of the
concentration of accounts receivable in three wholesalers,  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 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 notes  receivable bear interest at rates ranging from 8.50%
to 10.25% and result  primarily  from land  sales.  Fiscal  year  maturities  of
principal on real estate  receivables at April 30, 2009 were as follows:  2010 -
$3,072,000; 2011 - $3,000; 2012 - $3,000; 2013 - $98,000, and thereafter - none.

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.  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.
Newsstand  Distribution  Services  accounts  receivable  are  net  of  estimated
magazine  returns of $55,212,000  in 2009 and  $55,930,000 in 2008. In addition,
pursuant  to an  arrangement  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
distributes  the  publisher's   magazines  under  this   arrangement.   Accounts
receivable subject to this arrangement were netted  ($28,565,000 and $22,703,000
were netted at April 30, 2009 and 2008) against the related accounts payable due
the publisher on the  accompanying  balance  sheets.  Media services  operations
receivables  collateralize  line-of-credit  arrangements  utilized  for  Kable's
operations (see Note 8).

During the fourth quarter of 2009, Anderson News, L.L.C.  ("Anderson"),  a major
wholesaler customer of Kable's Newsstand Distribution Services business which


                                       44


accounted  for  approximately  30%  of  the  gross  billings  of  the  newsstand
distribution  industry,  ceased  operations.  This  business  closure  caused  a
temporary  disruption  in the  newsstand  distribution  industry,  and Newsstand
Distribution  Services  revenues were  adversely  affected for a period of time.
Subsequently,  magazines that  previously had been  distributed by Anderson were
allocated to other major wholesalers, and as a result, the three remaining major
wholesalers now distribute a substantial percentage of the industry product.

At that time of the closure,  Newsstand  Distribution Services had estimated net
accounts receivable from Anderson of approximately  $7,500,000,  which amount is
subject to  adjustment by subsequent  magazine  return  activity that may differ
from the  Company's  estimates.  No payments of  accounts  receivable  have been
received by Newsstand  Distribution  Services  from  Anderson  after January 31,
2009.  Based on its estimate of the  allowance for magazine  returns,  Newsstand
Distribution  Services has recorded a charge to  operations of $6,500,000 in the
fourth quarter of 2009 related to Anderson.

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 2% of consolidated revenues in 2009 and 1% in 2008 and 2007.

(3) 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, 2009 and 2008 were  $3,918,000 and  $3,224,000.  Interest
costs  capitalized  during 2009,  2008 and 2007 were  $697,000,  $1,300,000  and
$469,000.  Accumulated capitalized real estate taxes included in the real estate
inventory at April 30, 2009 and 2008 were $1,826,000 and $1,820,000. Real estate
taxes capitalized  during 2009, 2008 and 2006 were $43,000,  41,000 and $18,000.
Previously  capitalized  interest  costs and real estate  taxes  charged to real
estate cost of sales were $35,000, 108,000 and $357,000 in 2009, 2008 and 2007.

During 2009 and 2008, the Company accepted deeds in lieu of foreclosure  related
to delinquent mortgage notes receivable on previously sold real estate inventory
totaling  $6,979,000  and  $3,892,000,  which  included  accrued  interest,  and
recorded  the assets  received in exchange  as real  estate  inventory  based on
property appraisals.

A  substantial  majority 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.

(4) INVESTMENT ASSETS:
    ------------------

Investment assets consist of:
                                                                                     April 30,
                                                                          --------------------------------
                                                                               2009              2008
                                                                          --------------    --------------
                                                                                    (Thousands)

Land held for long-term investment                                        $     10,879        $     9,771
                                                                          --------------    --------------

Other                                                                              794                794
Less accumulated depreciation                                                     (284)              (265)
                                                                          --------------    --------------
                                                                                   510                529
                                                                          --------------    --------------
                                                                          $     11,389        $    10,300
                                                                          ==============    ==============

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. During 2009, the Company accepted deeds in lieu of foreclosure  related to
delinquent  mortgage  notes  receivable on  previously  sold  investment  assets
totaling $1,125,000, which included accrued interest.

Depreciation  of investment  assets  charged to operations  amounted to $19,000,
$117,000 and $179,000 in 2009, 2008 and 2007.



                                       45


(5) PROPERTY, PLANT AND EQUIPMENT:
    ------------------------------

Property, plant and equipment consist of:
                                                                                       April 30,
                                                                          --------------------------------
                                                                               2009               2008
                                                                          --------------    --------------
                                                                                    (Thousands)

Land, buildings and improvements                                          $     27,397        $    17,875
Furniture and equipment                                                         41,908             45,241
Other                                                                               42                 59
                                                                          --------------    ---------------
                                                                                69,347             63,175
Less accumulated depreciation                                                  (34,691)           (34,261)
                                                                         --------------     ---------------
                                                                          $     34,656        $    28,914
                                                                         ==============     ===============


Depreciation of property,  plant and equipment charged to operations amounted to
$6,182,000, $6,578,000 and $4,983,000 in 2009, 2008 and 2007.

(6) INTANGIBLE AND OTHER ASSETS:
    ----------------------------

Intangible and other assets consist of:

                                                    April 30, 2009                           April 30, 2008
                                          ------------------------------------     ------------------------------------
                                                                            (Thousands)
                                                                Accumulated                              Accumulated
                                              Cost             Amortization            Cost             Amortization
                                          --------------      ----------------     --------------      ----------------

Software development costs                $    10,056         $       6,156        $    10,017          $     3,780
Deferred order entry costs                      4,835                     -              5,681                    -
Prepaid expenses                                3,681                     -              3,047                    -
Customer contracts and relationships           15,000                 2,863             15,000                1,613
Other                                           2,775                 1,183              2,430                  869
                                          --------------      ----------------     --------------      ----------------
                                          $    36,347         $      10,202        $    36,175          $     6,262
                                          ==============      ================     ==============      ================

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 database
files  and are  charged  directly  to  operations  over a twelve  month  period.
Customer contracts and relationships are amortized over twelve years.

Amortization  related  to  deferred  charges  was  $3,958,000,   $3,829,000  and
$2,157,000 in 2009,  2008 and 2007.  Amortization of intangible and other assets
for each of the next five fiscal  years is  estimated  to be as follows:  2010 -
$3,649,000;  2011 - $3,136,000; 2012 - $1,481,000; 2013 - $1,369,000; and 2014 -
$1,261,000.

(7) ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
    --------------------------------------

Accounts payable and accrued expenses consist of:
                                                                                  April 30,
                                                                       ---------------------------------
                                                                            2009               2008
                                                                       ----------------    -------------
                                                                                  (Thousands)

Publisher payables, net                                                 $   63,074         $   77,003
Accrued expenses                                                             4,473              5,000
Trade payables                                                               3,772              5,753
Other                                                                       10,380             10,776
                                                                        --------------     --------------
                                                                        $   81,699         $   98,532
                                                                        ==============     ==============

                                       46


Pursuant  to an  arrangement  with  one  publisher  customer  of  the  Newsstand
Distribution   Services  business,   the  Company  has  netted  $28,565,000  and
$22,703,000 of accounts receivable against the related accounts payable at April
30, 2009 and 2008 (see Note 2).

(8) NOTES PAYABLE:
    --------------

Notes payable consist of:
                                                                                  April 30,
                                                                       --------------------------------
                                                                           2009               2008
                                                                       ------------      --------------
                                                                                 (Thousands)
 Line-of-credit arrangements:
   Real estate operations                                               $  24,000          $  18,000
   Media services operations                                                8,866              4,582
 Real estate operations term loan                                               -              2,774
 Other notes payable                                                        5,070                624
                                                                       ------------      --------------
                                                                        $  37,936          $  25,980
                                                                       ============      ==============

Fiscal year maturities of principal on notes  outstanding at April 30, 2009 were
as follows:  2010 -  $25,770,000;  2011 -  $7,608,000;  2012 - $132,000;  2013 -
$106,000; 2014 - $112,000; and thereafter - $4,208,000.

    Lines-of-credit and other arrangements
    --------------------------------------

Real Estate - In January 2007,  AMREP  Southwest  entered into a loan  agreement
-----------
that replaced a prior loan agreement.  The new loan agreement consisted of a new
$14,180,000 term loan facility and an existing  $25,000,000  unsecured revolving
credit facility from the secured  agreement it replaced.  During September 2008,
the maturity date of the revolving  credit  facility was extended from September
2008 to September 2009, with all other terms remaining unchanged.

The revolving credit facility is used to support real estate  development in New
Mexico.  Borrowings  bear annual  interest at the  borrower's  option at (i) the
prime rate (3.25% at April 30,  2009) less 1.00%,  or (ii) the 30-day LIBOR rate
(0.45% at April 30, 2009) plus 1.65% for borrowings of less than $10,000,000, or
plus  1.50% for  borrowings  of  $10,000,000  or more.  At April 30,  2009,  the
outstanding  balance of the revolving  credit  facility was  $24,000,000  with a
weighted average interest rate of 2.01%. The term loan facility,  which required
prepayment in an amount equal to  collections  on the notes  receivable  held as
collateral  and the  amount of any such  receivables  that  experienced  payment
defaults, was repaid during 2009 and that facility has been terminated. The loan
agreement  contains  a  number  of  restrictive  covenants,  including  one that
requires the borrower to maintain a minimum tangible net worth.

AMREP  Southwest  has received a written  commitment  from the lender,  which is
subject  to certain  conditions  including  the  lender's  approval  of the loan
documentation,  which  provides  for the  replacement  of the present  revolving
credit facility at its September 2009 maturity with a new $22,500,000  revolving
credit  facility.  The new  facility  will be for a term to be  selected  by the
borrower  of either  (i) 364 days,  or (ii) two years  with a  reduction  of the
maximum  loan  amount  to  $20,000,000  at the 12 month  anniversary  of the new
facility. Borrowings will bear interest at the greater of 5% or the 30-day LIBOR
rate  plus  3.5% and will be  secured  by  mortgages  on real  estate  having an
appraised  value of at least 2-1/2 times the amount  borrowed.  The new facility
will limit other  borrowings  and will contain a number of financial  covenants,
including  requirements  that the  borrower  maintain a minimum  net worth and a
specified level of debt service coverage.

Media Services - On July 14, 2009,  Kable and certain of its direct and indirect
--------------
subsidiaries  entered into an Amended and Restated  Loan and Security  Agreement
(the "Present Credit  Agreement")  with a bank that further amended and restated
an earlier  agreement with the bank's  predecessor  (the latter  agreement,  the
"Prior Credit Agreement").

The Present  Credit  Agreement  provides  for:  (i) a revolving  credit loan and
letter of credit  facility of up to $20,000,000  ("Facility A") that may be used
for general business purposes, including the payment of expenses and other costs
associated with the consolidation of Kable's  Subscription  Fulfillment Services
business in Florida;  and (ii) a second  revolving credit loan facility of up to
$5,000,000  ("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.  At the borrowers' option, up to $2,500,000 of


                                       47


the bank's  lending  commitment for Facility D may be transferred to Facility A.
At April 30, 2009,  $6,067,000  of Facility A loans and no Facility D loans were
outstanding.   Additionally,   term  borrowings  of   approximately   $2,800,000
("Facilities B and C") at April 30, 2009,  bearing  interest from 4.79% to 6.40%
per annum,  that were incurred for capital  expenditures  under the Prior Credit
Agreement are now included in the borrowings  under the Present Credit Agreement
in  addition to  Facilities  A and D. Under the Present  Credit  Agreement,  the
revolving  credits  mature  on May 1,  2010 and the term  borrowings  are due in
installments  through  that  date,  as was  the  case  under  the  Prior  Credit
Agreement.  The borrowers'  obligations  under the Present Credit  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,  as were the borrowers'  obligations  under the
Prior Credit Agreement.

The  revolving  loans under the Present  Credit  Agreement  bear interest at the
borrowers'  option at fluctuating  rates that are either (i) a LIBOR-based  rate
(0.3% at July 14, 2009) plus 3.25%, or (ii) the bank's prime rate (3.25% at July
14, 2009) plus 1.75% (the rates under the Prior Credit Agreement were either (i)
LIBOR-based  plus a margin of 1.5% to 2.5%  depending  upon the  funded  debt to
EBITDA ratio, or (ii) the bank's prime rate).

The  Present  Credit  Agreement  requires  the  borrowers  to  maintain  certain
financial ratios, which are changed in a number of respects from those contained
in the Prior Credit Agreement.  The Present Credit  Agreement,  as did the Prior
Credit Agreement, also contains other 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,  and that limit the annual
amount  borrowers  may incur for capital  expenditures  and other  purposes  and
impose certain minimum EBITDA requirements on the borrowers.

At April 30, 2009,  Other notes payable  consisted of equipment  financing loans
with a weighted  average interest rate of 5.75% and a mortgage note payable on a
warehouse with an interest rate of 6.35%.

(9) ACQUISITIONS:
    -------------

On November 7, 2008, the Company purchased, through a newly-formed subsidiary of
Kable  Media  Services,  Inc.,  certain  assets of Service  Parts  Supply  Corp.
("SPS"),  a  privately-held  company  engaged  in the  product  repackaging  and
fulfillment  industry  located in Fairfield,  Ohio.  In a separate  transaction,
another  Company   subsidiary   purchased  a  warehouse  leased  to  SPS.  These
transactions  are expected to provide  benefits to many of the  customers of the
Company's  product  fulfillment  subsidiary  through  the  combination  of  that
subsidiary's  services  with those to be provided with the purchased SPS assets.
On the same date, another newly-formed  subsidiary of Kable Media Services, Inc.
purchased certain assets of Resource One Staffing,  LLC, a provider of temporary
staffing services that was  majority-owned by the same individual who owned SPS.
The  purchase  price of the  assets  purchased  in the  three  transactions  was
approximately  $3,075,000  and  was  financed  from  working  capital  and  bank
borrowings.  The transactions have been accounted for as a business combination.
The purchase  price  (including  closing costs and excluding  cash acquired) has
been  preliminarily  applied as follows:  Receivables - $1,565,000;  Inventory -
$118,000;  Property,  plant and equipment - $6,826,000;  Mortgage note payable -
$4,747,000,  and Other liabilities - $687,000. The following unaudited pro forma
financial information reflects the consolidated results of the Company as if the
purchase of the assets had occurred as of May 1, 2007:  Revenues of $151,417,000
in 2009 and $186,474,000 in 2008; Net income (loss) of ($45,628,000) in 2009 and
$14,259,000 in 2008; and Earnings  (loss) per share of ($7.61) in 2009 and $2.28
in 2008. These profroma results are not necessarily an indication of what may be
expected to occur in future periods.


In January 2007, the Company, through its Kable Media Services, Inc. subsidiary,
completed the acquisition of 100% of the stock of Palm Coast Data Holdco,  Inc.,
which,  through  its  subsidiary,  Palm  Coast  Data LLC,  (collectively,  "Palm
Coast"), is a major provider of subscription  fulfillment  services for magazine
publishers  and others.  The  acquisition  has  complemented  and added  service
capability to the Company's  subscription  fulfillment  services  business.  The
merger  consideration was financed with existing cash and borrowings and totaled
approximately $95,400,000.  The transaction was 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  allocation  of the  purchase  price  of  Palm  Coast  to net  tangible  and
identifiable  intangible  assets was based on their  estimated fair values as of
the acquisition date,  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  allocation  reflects a post-closing
price  adjustment of $195,000  during 2008 in accordance with FASB Statement No.
141,  "Business  Combinations" and was as follows (in thousands):  Receivables -
$10,082,000;  Property, plant and equipment - $22,886,000; Deferred taxes, net -
$2,075,000;  Deferred  order entry costs -  $1,636,000;  Customer  contracts and
relationships - $15,000,000; Other assets - $2,445,000;  Goodwill - $48,948,000,
and Accounts payable and accrued expenses - $7,631,000.  The useful lives of the
intangible  assets  acquired  are as follows:  deferred  order entry costs - one
year;  customer  contracts  and  relationships  - twelve  years;  and goodwill -
indefinite. The goodwill recognition of $48,948,000 was primarily related to the


                                       48


future  earnings  and cash  flows of Palm Coast  anticipated  at the time of the
purchase.  Goodwill  is  reviewed  at the  reporting  unit level for  impairment
annually  or more  frequently  if  indications  of  impairment  exist  under the
provisions  of SFAS No. 142,  "Goodwill and Other  Intangible  Assets" (see Note
10).

(10) GOODWILL IMPAIRMENT
     -------------------
Goodwill  impairment  is  determined  using a two-step  process.  The first step
involves a comparison  of the  estimated  fair value of a reporting  unit to its
carrying amount,  including goodwill.  In performing the first step, the Company
determines  the fair  value of a  reporting  unit using a  discounted  cash flow
("DCF")  analysis.  Determining  fair value requires the exercise of significant
judgments,  including  judgments about  appropriate  discount  rates,  perpetual
growth rates and the amount and timing of expected  future cash flows.  The cash
flows  employed  in the DCF  analyses  are based on the  Company's  most  recent
budgets  and  business  plans for years  beyond the  current  reporting  period.
Discount rate assumptions are based on an assessment of the risk inherent in the
future cash flows of the respective  reporting  units.  In addition,  when a DCF
analysis is used as the primary method for determining  fair value,  the Company
assesses the  reasonableness of its determined fair values by reference to other
fair value indicators where available, such as comparable company public trading
values,  research  analyst  estimates  and values  observed  in  private  market
transactions.  If the  estimated  fair value of a  reporting  unit  exceeds  its
carrying  amount,  goodwill of the reporting unit is not impaired and the second
step of the  impairment  test is not  necessary.  If the  carrying  amount  of a
reporting  unit exceeds its  estimated  fair value,  then the second step of the
goodwill  impairment  test must be  performed.  The second step of the  goodwill
impairment test compares the implied fair value of the reporting unit's goodwill
with its goodwill  carrying amount to measure the amount of impairment  loss, if
any. The implied fair value of goodwill is  determined in the same manner as the
amount of goodwill recognized in a business combination.

As a result of the goodwill  impairment test performed as of April 30, 2009, the
Company  recorded a non-cash  impairment  charge  related to the goodwill of its
Subscription  Fulfillment Services segment of $50,246,000.  The deterioration of
the economy during 2009,  particularly  with respect to the publishing  industry
that  represents  the Company's  main customer  base, has resulted in lower than
expected  full year 2009  operating  results due to lower  customer  volumes and
higher attrition than previously  experienced.  These operating  results,  along
with near-term  expectations  that are in line with current  business trends and
significant  uncertainty about when the economy will recover, caused significant
changes to projected cash flows from prior expectations,  which in turn resulted
in the impairment charge.

In  connection  with the  goodwill  impairment  charge,  the Company  recorded a
deferred  income tax  benefit  of  $8,689,000  relating  to  $23,483,000  of tax
deductible  goodwill.  The $26,763,000 of non-tax deductible  goodwill created a
permanent tax difference of $9,367,000 (see Note 12).


(11) 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 (benefit) for 2009, 2008 and 2007 was comprised of the
following components:

                                                                          Year Ended April 30,
                                                          -----------------------------------------------------
                                                               2009               2008               2007
                                                          ---------------    ----------------   ---------------
                                                                               (Thousands)
  Interest cost on projected
    benefit obligation                                     $      1,806       $       1,736      $      1,789
  Expected return on assets                                      (2,077)             (2,310)           (2,224)
  Plan expenses                                                     253                 146               180
  Recognized net actuarial loss                                     291                 164               325
                                                          ---------------    ----------------   ---------------
  Total cost (benefit) recognized in pretax income                  273                (264)               70
  Cost (benefit) recognized in pretax other
   comprehensive income                                           8,586               1,065            (2,017)
                                                          ---------------    ----------------   ---------------
            Net periodic pension cost (benefit)            $      8,859       $         801      $     (1,947)
                                                          ===============    ================   ===============

                                       49


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  $1,160,000,  $0 and $0,
respectively.

Assumptions  used in  determining  net  periodic  pension  cost and the  benefit
obligations were:

                                                                      Year Ended April 30,
                                                      -----------------------------------------------------
                                                          2009                2008               2007
                                                      --------------     ---------------    ---------------

       Discount rate used to determine net
         periodic pension cost                             6.42%              5.75%              5.75%
       Discount rate used to determine pension
         benefit obligation                                7.08%              6.42%              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,
                                                                  ----------------------------------------------------
                                                                       2009               2008               2007
                                                                  ---------------     -------------      -------------
                                                                                      (Thousands)
  Change in benefit obligation:
    Benefit obligation at beginning of year                        $   29,270          $   31,283         $   32,159
    Interest cost                                                       1,806               1,736              1,789
    Actuarial (gain) loss                                                (529)             (1,616)              (757)
    Benefits paid                                                      (2,300)             (2,133)            (1,908)
                                                                  ---------------     -------------      -------------
    Benefit obligation at end of year                              $   28,247          $   29,270         $   31,283
                                                                  ---------------     -------------      -------------

  Change in plan assets:
    Fair value of plan assets at beginning of year                 $   27,225          $   30,040         $   28,925
    Contributions                                                         240                   -                 44
    Actual return on plan assets                                       (7,393)               (507)             3,125
    Benefits paid                                                      (2,300)             (2,133)            (1,908)
    Plan expenses                                                        (190)               (175)              (146)
                                                                  ---------------     -------------      -------------
    Fair value of plan assets at end of year                       $   17,582          $   27,225         $   30,040
                                                                  ---------------     -------------      -------------


  Funded (underfunded) status:                                     $  (10,665)         $   (2,045)        $   (1,243)
                                                                  ===============     =============      =============

  Recognition of underfunded status:
    Accrued pension costs                                          $  (10,665)         $   (2,045)        $   (1,243)
                                                                  ===============     =============      =============


The  following  table  summarizes  the  amounts  recorded in  accumulated  other
comprehensive  loss,  which have not yet been  recognized  as a component of net
periodic pension expense (in thousands):

                                                                       2009               2008               2007
                                                                  ---------------     -------------      -------------
      Pre-tax accumulated comprehensive loss                       $   14,423          $    5,836         $    4,771
                                                                  ---------------     -------------      -------------

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  consolidated  balance
sheet.  As a result of  applying  SFAS No. 158,  there was  minimal  incremental
effect on  individual  line  items in the  accompanying  balance  sheet,  and no
adjustments of retained  earnings and  accumulated  comprehensive  income (loss)
were required.

The following table  summarizes the changes in accumulated  other  comprehensive
loss  related  to the plan  for the  years  ended  April  30,  2009 and 2008 (in
thousands):

                                                                                   Pension Benefits
                                                                            -------------------------------
                                                                               Pre-tax         Net of Tax
                                                                            --------------    -------------

          Accumulated comprehensive loss, May 1, 2007                        $     4,771       $    2,862
          Net actuarial loss                                                       1,229              762
          Amortization of net loss                                                  (164)            (102)
                                                                            --------------    -------------
          Accumulated comprehensive loss,  April 30,2008                           5,836            3,522
          Net actuarial loss                                                       8,877            5,504
          Amortization of net loss                                                  (290)            (180)
                                                                            --------------    -------------
          Accumulated comprehensive loss,  April 30,2009                     $    14,423       $    8,846
                                                                            ==============    =============


                                       50


The average asset  allocation for the  retirement  plan by asset category was as
follows:

                                                                                      April 30,
                                                                            -------------------------------
                                                                                2009              2008
                                                                            --------------    -------------
          Equity securities                                                       68%               74%
          Fixed income securities                                                 28                23
          Other (principally cash and cash equivalents)                            4                 3
                                                                            --------------    -------------
          Total                                                                  100%              100%
                                                                            ==============    =============

The  Company  recorded  other  comprehensive  income  (loss),  net  of  tax,  of
($5,324,000)  in 2009,  ($660,000) in 2008 and $1,210,000 in 2007 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 seeking to achieve a desired return by balancing more volatile equity
securities and 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 requirements. The
Company  made  contributions  to the plan for  2009,  2008 and 2007 as  follows:
$240,000,  none and  $44,000.  The  Company  expects to make a  contribution  of
approximately $1,100,000 to the retirement plan in fiscal year 2010.

The  amount  of  future  annual  benefit  payments  is  expected  to be  between
$2,200,000 and $2,500,000 in fiscal years 2010 through 2014, and an aggregate of
approximately  $11,800,000 is expected to be paid in the fiscal five-year period
2015 through 2019.

    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.  During the
three  years  ending  April 30,  2009,  the Company  matched  66.67% of eligible
employee  contributions  not in  excess  of 6% of  such  employee  compensation.
Effective May 1, 2009, the Company  suspended the matching  contribution  to the
plan.

The Company also has a 401(k) plan in which  originally all Palm Coast employees
with more than six months of service were eligible to participate and contribute
to through  salary  deductions.  During the period from the  acquisition of Palm
Coast (see Note 9) through  April 30,  2009,  pursuant to a  mandatory  matching
provision in the plan, the Company matched 50% of the employee contributions not
in excess of 6% of eligible compensation. In April 2009, the Company amended the
plan to require an  employee to have one year of service to  participate  and to
make the  matching  provision  optional.  Effective  May 1,  2009,  the  Company
suspended the matching contribution to the plan.

The  Company's  contributions  to the plans  totaled  approximately  $1,181,000,
$1,263,000 and $981,000 in 2009, 2008 and 2007.

    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 March 15 and  September  15 of each  year 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  in 2007


                                       51


(7,500 shares issued in 2007). This plan was terminated in December 2006 and, as
a result, no shares were issued or expense recorded in 2009 or 2008.

    Equity compensation plan
    ------------------------

The Company  adopted the 2006 Equity  Compensation  Plan in September  2006 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,
2009,  the Company had not issued any 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,
                                    -----------------------------------------------------------------------
                                            2009                    2008                      2007
                                    --------------------   -----------------------   ----------------------
                                               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                   4,500     $ 20.28      4,500       $ 20.28        7,000    $ 18.56

Granted                                -             -        -              -           -            -
Exercised                           (1,000)    $ 15.19        -              -        (2,500)   $ 15.47
Expired or canceled                    -             -        -              -           -            -
                              -----------------         ----------------          ----------------
Options outstanding at
 end of year                         3,500     $ 21.74      4,500       $ 20.28        4,500    $ 20.28
                              =================         ================          ================

Available for grant at
 end of year                           -                      -                          -
                              =================         ================          ================

Options exercisable at
 end of year                         3,500                  4,500                      4,500
                              =================         ================          ================

Range of exercise
 prices for options
 exercisableat end of
 year                         $17.55 to $24.88          $15.19 to $24.88          $15.19 to $24.88
                              =================         ================          ================

Options  outstanding at April 30, 2009 are presently  exercisable and expire, in
part in September 2009 with the balance expiring in September 2010. The weighted
average remaining  contractual  lives of options  outstanding at April 30, 2009,
2008 and 2007 were 1.0, 1.6 and 3.2 years.

There was no intrinsic value (the difference between the price of the underlying
shares and the exercise  price) of options  exercisable  at April 30, 2009.  The
total intrinsic value of options exercised during the years ended April 30, 2009
and 2007 was $39,000 and $122,000, determined as of the date of option exercise.
There were no options exercised in 2008.

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 2006.  In
addition, under SFAS No. 123(R) the compensation expense was not material to the
results of operations for 2009, 2008 or 2007.

                                       52


(12) INCOME TAXES:
     -------------
The provision (benefit) for income taxes consists of the following:

                                                                         Year Ended April 30,
                                                        -------------------------------------------------------
                                                             2009                2008                2007
                                                        ----------------    ---------------     ---------------
                                                                            (Thousands)
Current:
    Federal                                              $      (3,169)      $      5,511        $     18,228
    State and local                                                305               (812)              1,540
                                                        ----------------    ---------------     ---------------
                                                                (2,864)             4,699              19,768
                                                        ----------------    ---------------     ---------------


Deferred:
    Federal                                                     (6,746)             2,777               2,940
    State and local                                             (1,278)               309                 328
                                                        ----------------    ---------------     ---------------
                                                                (8,024)             3,086               3,268
                                                        ----------------    ---------------     ---------------
Total provision (benefit) for income taxes               $     (10,888)      $      7,785        $     23,036
                                                        ================    ===============     ===============

The provision (benefit) for income taxes has been allocated as follows:

                                                                         Year Ended April 30,
                                                        -------------------------------------------------------
                                                             2009                2008                2007
                                                        ----------------    ---------------     ---------------
                                                                            (Thousands)

Continuing operations                                    $    (10,888)       $      7,819        $     23,971
Discontinued operations                                             -                 (34)               (935)
                                                        ----------------    ---------------     ---------------
Total provision for income taxes                         $    (10,888)       $      7,785        $     23,036
                                                        ================    ===============     ===============

The components of the net deferred income tax liability are as follows:

                                                                                  April 30,
                                                                     -------------------------------------
                                                                          2009                  2008
                                                                     ---------------      ----------------
                                                                                 (Thousands)
Deferred income tax assets:
   State tax loss carryforwards                                       $      3,956         $      3,679
   Accrued pension costs                                                     3,719                  785
   Federal NOL carryforward                                                  1,790                1,752
   Vacation accrual                                                          1,175                1,236
   Intangibles and deductible goodwill                                       9,712                1,098
   Other                                                                      (195)                (285)
                                                                     ---------------      ----------------
   Total deferred income tax assets                                         20,157                8,265
                                                                     ---------------      ----------------

Deferred income tax liabilities:
   Real estate basis differences                                            (1,765)              (1,527)
   Reserve for periodical returns                                           (1,883)              (2,210)
   Depreciable assets                                                       (5,772)              (2,532)
   Deferred gains on investment assets                                      (5,869)              (7,019)
   Capitalized costs for financial reporting
    purposes, expensed for tax                                              (3,525)              (4,670)
                                                                     ---------------      ----------------
   Total deferred income tax liabilities                                   (18,814)             (17,958)
                                                                     ---------------      ----------------

Valuation allowance for realization of state tax
     loss carryforwards                                                     (2,414)              (2,665)
                                                                     ---------------      ----------------
Net deferred income tax liability                                      $    (1,071)        $    (12,358)
                                                                     ===============      ================

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:

                                       53


                                                                           Year Ended April 30,
                                                         ---------------------------------------------------------
                                                               2009                2008                 2007
                                                         -----------------    ----------------     ---------------
                                                                                (Thousands)
Computed tax provision at
  statutory rate                                           $    (19,013)        $      7,554         $    24,734
Increase (reduction) in tax resulting from:
    State income taxes, net of federal
     income tax effect                                             (631)                (325)              1,296
    Real estate charitable land contribution                          -                 (481)             (1,419)
    Adjustment for unrecognized tax benefits                       (481)               1,160                   -
    Non-deductible goodwill impairment (see Note 10)              9,367                    -                   -
    Other                                                          (130)                 (89)               (640)
                                                         -----------------    ----------------    ----------------
Actual tax provision                                       $    (10,888)        $      7,819         $    23,971
                                                         =================    ================    ================


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.  The current year reduction in the allowance relates
to the  expiration  of  certain  carryforwards  that had been  previously  fully
reserved.  The remaining net operating loss  carryforwards will expire beginning
in the fiscal year ending  April 30, 2010 through  April 30, 2030.  The deferred
tax asset of $3,956,000  related to the state net operating  loss  carryforwards
expires in future fiscal  years,  as follows:  2012 - $32,000;  2013 - $175,000;
2014 - $111,000; 2015 - $369,000; 2016 - $324,000; and thereafter - $2,945,000.

The Company has a federal  net  operating  loss  carryforward  of  approximately
$5,000,000 resulting from the purchase 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 9) is amortizable for tax
purposes,  and remains amortizable  subsequent to the goodwill impairment charge
(see Note 10).

As of May 1, 2008, the Company adopted the provisions of FASB Interpretation No.
48,  "Accounting  for  Uncertainty in Income Taxes - an  interpretation  of FASB
Statement No. 109" ("FIN 48"),  which clarifies the accounting for uncertain tax
positions,  prescribing  a  minimum  recognition  threshold  a tax  position  is
required  to  meet  before  being  recognized,  and  providing  guidance  on the
derecognition,  measurement,  classification  and disclosure  relating to income
taxes.  The  adoption  of  FIN  48 did  not  have  an  impact  on the  Company's
consolidated financial statements.

The Company is subject to U.S.  federal income taxes, and also to various state,
local and foreign income taxes.  Tax regulations  within each  jurisdiction  are
subject  to the  interpretation  of the  related  tax laws and  regulations  and
require  significant  judgment  to apply.  The  Company is not  currently  under
examination by any tax  authorities  with respect to its income tax returns.  In
nearly all jurisdictions,  the tax years through the fiscal year ended April 30,
2005 are no longer subject to examination.

The  following  table  summarizes  the  beginning  and  ending  gross  amount of
unrecognized tax benefits (in thousands):

                                                                                 2009              2008
                                                                             -------------     -------------
Gross unrecognized tax benefits at beginning of year                          $    5,223        $    4,289
    Gross increases:
       Additions based on tax positions related to current year                       64                54
       Additions based on tax positions of prior years                               589               880
    Gross decreases:
       Reductions based on tax positions of prior years                             (406)                -
       Reductions based on the lapse of the applicable
         statute of limitations                                                     (847)                -
                                                                             -------------     -------------
Gross unrecognized tax benefits at end of year                                $    4,623        $    5,223
                                                                             =============     =============

The total  amount of  unrecognized  tax  benefits at April 30, 2009 and 2008 was
$1,585,000 and  $2,076,000  which,  if  recognized,  would have an impact on the
effective  tax rate.  The Company  believes it is  reasonably  possible that the
liability for  unrecognized  tax benefits  will decrease by up to  approximately
$960,000  in the next  twelve  months due to the  expiration  of the  statute of
limitations.

                                       54


The Company  has elected to include  interest  and  penalties  in its income tax
expense.  The total amount of interest  payable  recognized in the  accompanying
consolidated balance sheets was $685,000 at April 30, 2009 and $717,000 at April
30,  2008.  No amount has been  accrued  for  penalties.  In 2009,  the  Company
recognized  a net  credit of $32,000  to its  income  tax  provision  related to
interest,  which resulted from the reduction of unrecognized tax benefits due to
the expiration of the statute of limitations, offset in part by interest accrued
for existing uncertain tax positions.



(13) SHAREHOLDERS' EQUITY:
     ---------------------

The Company recorded other comprehensive  income (loss) of ($5,324,000) in 2009,
($660,000)  in 2008 and  $1,210,000  in 2007 to  account  for the net  effect of
changes to the unfunded pension liability (see Note 11).

The Company from time to time reacquired its shares to be held as treasury stock
as part of a stock  repurchase  program.  During  2008,  the Board of  Directors
authorized  the  repurchase of up to 1,000,000  shares.  The Company  reacquired
658,400 shares under this authorization,  all in open market transactions, for a
total purchase price, including commissions, of $21,363,000. There were no stock
repurchases by the Company in 2009 or 2007.

(14) DISCONTINUED OPERATIONS:
     ------------------------

Loss from discontinued operations of $57,000 and $1,591,000, net of tax, in 2008
and 2007 reflected the costs  incurred in connection  with the settlement of all
litigation  related to the Company's El Dorado,  New Mexico former water utility
subsidiary,  which was taken through condemnation proceedings during fiscal year
2006.

(15) RESTRUCTURING AND FIRE RECOVERY COSTS:
     --------------------------------------

In January 2008, the Company announced a project to consolidate its Subscription
Fulfillment  Services  business  operations  from three  locations  in Colorado,
Florida and Illinois into one existing location at Palm Coast, Florida, which is
expected to streamline  operations,  improve  service to clients and create cost
efficiencies  through  reduced  overhead costs and the  elimination of operating
redundancies.  This project,  which is now well underway, is expected to require
capital expenditures in the range of $9,000,000 to $12,000,000.  It is scheduled
to be  implemented  over  the  next  two  years  and may  involve  approximately
$6,000,000 of non-recurring  cash costs for severance,  training and transition,
facility closings and equipment relocation. The State of Florida and the City of
Palm Coast have agreed to provide incentives for the project, including cash and
employee  training  grants  and tax  relief,  which  could  amount to as much as
$8,000,000,  largely contingent on existing job retention,  new job creation and
capital  investment.  Previously  during  2008,  the Company  announced  (i) one
significant  workforce  reduction  in  its  Subscription   Fulfillment  Services
business that occurred in the third quarter and (ii) a plan to redistribute  the
work  performed at the Marion,  Ohio  facility of its  Subscription  Fulfillment
Services   business  and  the  scheduled   closing  of  that  facility  and  the
consolidation  of  subscription  fulfillment  operations  customer call centers,
which was completed in 2009.  During 2009,  the Company  recognized  $293,000 of
income for certain  incentives related to the consolidation  project,  which are
netted with costs of $1,501,000,  principally  for severance.  As a result,  the
Company  reported  a net  charge to  operations  of  $1,121,000  related  to the
consolidation  project in 2009 compared to a net charge of $1,159,000  for 2008,
principally  for  severance  and  consulting  costs.  The  items of  income  for
incentives  and costs  related to the  consolidation  project  are  included  in
Restructuring and fire recovery costs in the Company's  consolidated  statements
of operations and retained earnings.

In December  2007, a warehouse of  approximately  38,000 square feet leased by a
Kable subsidiary in Oregon,  Illinois and its contents were totally destroyed by
fire.  The  warehouse  was used  principally  to store back issues of  magazines
published by certain  customers for whom the Company filled back-issue orders as
part of its  services.  The Company was required to provide  insurance  for that
property of certain of those  customers.  Through June 30, 2009,  the  Company's
insurance  carrier  had  paid  approximately  $263,000  to  customers  for  lost
materials.  The  Company  believes  that  the  resolution  of other  pending  or
unasserted  claims  related to materials of certain  publishers  for whom it was
required to provide  insurance  after taking into account the proceeds  from its
property  insurance claims,  will not have a material effect on its consolidated
financial position, results of operations or cash flows.

The Company has filed a preliminary  claim with its  insurance  provider for its
property  loss as a  result  of the  fire and has  been  advanced  $500,000  for
replacement of such property. During 2009, the Company replaced a portion of the
fixed assets lost in the warehouse  fire and recorded a $347,000 gain  resulting


                                       55


from the  recognition  of  insurance  proceeds,  which is netted  against  costs
related to the fire,  principally  for legal and other  advisory costs that were
not  covered  by  insurance.  As a result,  the  Company  reported a net gain to
operations  of $71,000 for 2009.  In 2008 the  Company  recorded a net charge to
operations  of  $354,000  related  to fire  recovery  costs.  The item of income
related to  insurance  proceeds  and the fire  recovery  costs are  included  in
Restructuring and fire recovery costs in the Company's  consolidated  statements
of operations and retained earnings. In addition,  the Company recorded $287,000
of other income in 2009 for a business  interruption  claim  resulting  from the
fire.

(16) COMMITMENTS AND CONTINGENCIES:
     ------------------------------

    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 2009, 2008 and 2007 was  approximately  $6,828,000,
$9,087,000 and $8,295,000.

The total minimum rental  commitments  for fiscal years  subsequent to April 30,
2009 of $21,074,000  are due as follows:  2010-  $4,919,000;  2011 - $4,038,000;
2012 -  $3,817,000;  2013 -  $3,418,000;  2014 -  $2,694,000;  and  thereafter -
$2,188,000.

    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.

(17) LITIGATION:
     -----------

In June 2008, a lawsuit entitled Haan, etc. v, Kable News Company,  Inc., et al,
                                 -----------------------------------------------
was filed in the Circuit Court of the Fifteenth  Judicial Circuit,  Ogle County,
Illinois  against  the  Company's  Kable  News  Company,   Inc.  ("Kable  News")
subsidiary  by an  insurance  company as  subrogee  of the owner of a  warehouse
building  leased to the  subsidiary  that was  destroyed  in a fire in  December
2007.  The lawsuit also named as a defendant a temporary  staffing  company that
provided  the  subsidiary  with an employee who is alleged to have had a role in
causing  the  fire.   Plaintiff's  claims  specific  to Kable  News are based on
allegations  of  negligence  and  willful  and wanton  misconduct.   Plaintiff's
complaint seeks damages in excess of $100,000.  The Company's  insurance carrier
has  undertaken  Kable News' defense under a reservation  of rights and provides
coverage  up to the  policy  limit,  which may or may not be as much as the full
amount of plaintiff's claimed damages, which is unknown at this time.  A summary
judgment motion brought by the temporary  staffing company has been denied.  The
Company  believes  Kable  News  has good  defenses  to the  claims  and also has
potential  cross-claims  against  the other  parties  for their  conduct  in the
matter,  and Kable News is  vigorously  defending  the  lawsuit.   However,  the
proceeding is at an early stage, and the Company is not in a position to predict
its outcome.

In November 2008, a lawsuit entitled Alpinist, et al v. Haan, et al was filed in
                                     ------------------------------
the Circuit  Court of the  Fifteenth  Judicial  Circuit,  Ogle County,  Illinois
against Kable News by a magazine  publisher and a number of insurance  companies
as the subrogees of other magazine publishers seeking damages for their property
stored by Kable News in the warehouse referred to in the previous paragraph that
was destroyed in the fire. The three defendants are the warehouse  owner,  Kable
News and the  temporary  staffing  company  that is a  defendant  in the lawsuit
described in the previous  paragraph.  Plaintiffs' claims specific to Kable News
are based on  allegations  of  negligence,  breach of  contract  and willful and
wanton  misconduct.  The  complaint  seeks  damages  in an  amount  in excess of
$1,000,000. The Company believes that Kable News has good defenses to the claims
and also has  potential  cross-claims  against  the other  defendants  for their
conduct in the matter,  and intends  vigorously to defend the lawsuit.  However,
the  proceeding  is at an early  stage,  and the Company is not in a position to
predict its outcome.

On February 9, 2009, a civil action was commenced in the United States  District
Court  for  the  Southern   District  of  New  York  entitled  Source  Interlink
                                                               -----------------
Distribution,  LLC, et al. v. American  Media,  Inc.,  et al.  Source  Interlink
------------------------------------------------------------
Distribution,  LLC ("Source") is a wholesaler of magazines and in the lawsuit it


                                       56


alleged that magazine publishers and distributors,  including Kable Distribution
Services, Inc. ("Kable Distribution"), which is a wholly-owned subsidiary of the
Company, conspired to boycott Source to drive it out of business, and that other
wholesalers  participated in this effort. Source asserted claims under Section 1
of the Sherman Act  (antitrust),  for defamation  and for tortious  interference
with its contracts with retailers.  Damages were not quantified.  In April 2009,
Source and Kable  Distribution  agreed to settle the  lawsuit  with each of them
denying  any and all  wrongdoing  in  connection  with any claims and no payment
being  required of Kable  Distribution.  In connection  with the  settlement,  a
two-year agreement was entered into under which Kable Distribution will continue
to supply  magazines for Source's  wholesale  business.  In accordance  with the
settlement  agreement,  on April 14, 2009, the lawsuit was discontinued  against
Kable Distribution, with prejudice.

On March 10, 2009, a civil action was  commenced in the United  States  District
Court for the Southern District of New York entitled  Anderson News,  L.L.C., et
                                                      --------------------------
al. v. American Media,  Inc., et al. Anderson News,  L.L.C.  was a wholesaler of
-----------------------------------
magazines.  It has alleged that magazine publishers and distributors,  including
Kable  Distribution,  conspired to boycott Anderson to drive it out of business,
and that other  wholesalers  participated in this effort. It has asserted claims
under Section 1 of the Sherman Act  (antitrust),  for  defamation,  for tortious
interference  with its  contracts  with  retailers,  and for  civil  conspiracy.
Damages  have not  been  quantified,  but  would  presumably  be  alleged  to be
substantial.  Anderson has alleged that the distributor and publisher defendants
acted in concert to cut off Anderson from its supply of magazines to enable them
to gain control of the single-copy  magazine  distribution  channel. The Company
believes  that Kable  Distribution  has good  defenses to the claims and intends
vigorously to defend the lawsuit. However, the lawsuit is at an early stage, and
the Company is not in a position to predict its outcome.

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,  liquidity or results of  operations of the Company and its
subsidiaries.

(18) SUBSEQUENT EVENTS:
     ------------------

On June 9, 2009,  the Company's  Subscription  Fulfillment  Services  operations
received  $3,000,000  pursuant to an agreement with the State of Florida as part
of certain  incentives made available to the Company with the announced  project
to consolidate its magazine subscription, membership and direct mail fulfillment
services locations into one location at Palm Coast, Florida (see Note 15). These
funds will be used to further the  consolidation  project  primarily  by funding
anticipated capital expenditures.

(19) 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 $2,916,000 and $11,878,000 versus carrying amounts of $3,176,000
and  $12,660,000  at April 30, 2009 and 2008.  The  estimated  fair value of the
Company's  long-term,  fixed-rate  notes payable was  $8,524,000  and $2,358,000
versus carrying amounts of $7,869,000 and $2,311,000 at April 30, 2009 and 2008.

(20) INFORMATION ABOUT THE COMPANY'S OPERATIONS IN DIFFERENT INDUSTRY SEGMENTS:
     --------------------------------------------------------------------------

The Company has identified  four  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 business has three identified  segments:  (i) Subscription  Fulfillment
Services,  (ii) Newsstand  Distribution  Services and (iii) Product  Fulfillment
Services and Other.  Subscription  Fulfillment  Services  operations involve the
performance of subscription  fulfillment and other related  activities on behalf
of  various  publishers  and  other  clients.  Newsstand  Distribution  Services
operations   involve  the  national  and,  to  a  small  degree,   international
distribution  and  sale  of  periodicals  to  wholesalers.  Product  Fulfillment
Services and Other involve the performance of product fulfillment, packaging and
temporary staffing  activities.  Certain common expenses as well as identifiable


                                       57


assets are allocated among industry segments based upon management's estimate of
each  segment's  absorption.  Corporate  and Other  revenues  and  expenses  not
identifiable  with a specific  segment  are shown as a separate  segment in this
presentation.

As a result of the  purchase of assets of certain  businesses  in November  2008
(see Note 9), the Company reclassified for 2009, 2008 and 2007 certain revenues,
expenses  and  capital   expenditures   previously   reported  as  part  of  its
Subscription  Fulfillment  Services segment and has reported them with revenues,
expenses and capital expenditures of those businesses since the date of purchase
as a separate segment, "Product Fulfillment Services and Other".

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):


                                                                                            Product
                                             Real Estate   Subscription    Newsstand      Fulfillment
                                              Operations    Fulfillment   Distribution    Services and    Corporate
                                                             Services       Services         Other        and Other     Consolidated
                                             ------------------------------------------------------------------------------------------
Year ended April 30, 2009 (a):
Revenues                                      $     9,621   $   115,964    $     12,400   $       7,842   $       74    $    145,901
Income (loss) from continuing operations            2,565       (43,839)         (3,510)            304        1,014         (43,466)
Provision  (benefit)  for income taxes from
   continuing operations                              465       (10,490)         (1,786)            223          700         (10,888)
Interest expense (income), net (b)                     73         2,855          (1,050)             31       (1,194)            715
Depreciation and amortization                          39         9,423             564              56           77          10,159
Goodwill impairment                                     -        50,246               -               -            -          50,246
                                             ------------------------------------------------------------------------------------------
EBITDA (c)                                    $     3,142   $     8,195    $     (5,782)  $         614   $      597    $      6,766
                                             ------------------------------------------------------------------------------------------

Goodwill                                      $         -   $         -    $      3,893   $           -   $        -    $      3,893
Total assets                                  $    97,970   $    56,111    $     55,918   $       4,618   $   13,035    $    227,652
Capital expenditures                          $     3,114   $     1,698    $         10   $         326   $       64    $      5,212

---------------------------------------------------------------------------------------------------------------------------------------
Year ended April 30, 2008 (a):
Revenues                                      $    33,073   $   122,521    $     12,916   $       3,259   $      292    $    172,061
Income (loss) from continuing operations           12,187        (1,554)          1,293             141        1,695          13,762
Provision  (benefit)  for income taxes from
   continuing operations                            6,932          (830)            812              75          830           7,819
Interest expense (income), net (b)                      -         5,041          (1,571)              -       (2,458)          1,012
Depreciation and amortization                         135         9,434             872              77            6          10,524
                                             ------------------------------------------------------------------------------------------
EBITDA (c)                                    $    19,254   $    12,091    $      1,406   $         293   $       73    $     33,117
                                             ------------------------------------------------------------------------------------------

Goodwill                                      $         -   $    50,246    $      3,893   $           -   $        -    $     54,139
Total assets                                  $    94,610   $   135,335    $     51,297   $           -   $    3,709    $    284,951
Capital expenditures                          $     1,312   $     4,888    $        174   $           -   $        3    $      6,377

---------------------------------------------------------------------------------------------------------------------------------------
Year ended April 30, 2007 (a):
Revenues                                      $   102,848   $    83,011    $     14,384   $       3,110   $    1,486    $    204,839
Income from continuing operations                  43,190            49           2,009             105        1,344          46,697
Provision  (benefit)  for income taxes from
   continuing operations                           22,688            44           1,226              94          (81)         23,971
Interest expense (income), net (b)                      -         2,202            (716)              -         (784)            702
Depreciation and amortization                         201         6,001             953             159            5           7,319
                                             ------------------------------------------------------------------------------------------
EBITDA (c)                                    $    66,079   $     8,296    $      3,472   $         358   $      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

     (a)  Segment information  reported above does not include net income (loss)
          from  discontinued  operations of $0,  ($57,000) and  ($1,591,000)  in
          2009, 2008 and 2007.
     (b)  Interest expense, net includes  inter-segment  interest income that is
          eliminated in consolidation.

                                       58


     (c)  The  Company  uses  EBITDA  (defined  for this  purpose as income from
          continuing  operations  before  interest  expense,  net, income taxes,
          depreciation,  amortization  and goodwill  impairment)  in addition to
          income as key measures of profit or loss for segment  performance  and
          evaluation purposes.

(21) SELECTED QUARTERLY FINANCIAL DATA (Unaudited):
     ----------------------------------------------

                                                              (In thousands of dollars, except per share amounts)
                                                                                  Quarter Ended
                                                        ---------------------------------------------------------------

Year ended April 30, 2009:                                  July 31,       October 31,      January 31,      April 30,
                                                              2008            2008            2009            2009 (b)
                                                        --------------  ---------------  --------------  --------------
Revenues                                                 $    35,570     $     40,290     $    35,720     $    34,321

Gross profit                                                   4,201            9,443           4,131          (3,893)

Net income (loss)                                        $        71     $      2,895     $      (100)    $   (46,332)
                                                        ==============  ===============  ==============  ==============

Earnings (loss) per share - basic and diluted (a)        $       .01     $        .48     $      (.02)    $     (7.73)
                                                        ==============  ===============  ==============  ==============

Year ended April 30, 2008:                                  July 31,       October 31,      January 31,      April 30,
                                                              2007            2007            2008             2008
                                                        --------------  ---------------  --------------  --------------
Revenues                                                 $    51,359     $     42,090     $    43,435     $    35,177

Gross profit                                                  15,057            9,829          10,529           4,893

Income from continuing operations                              6,320            3,467           3,446             529
                                                        --------------  ---------------  --------------  --------------

Loss from operations of discontinued business,
net of taxes                                                     (57)               -               -               -
                                                        --------------  ---------------  --------------  --------------
Net income                                               $     6,263     $      3,467     $     3,446     $       529
                                                        ==============  ===============  ==============  ==============

Earnings per share - Basic and Diluted (a):
  Continuing operations                                  $       .95     $        .55     $       .57     $       .09
  Discontinued operations                                       (.01)               -               -               -
                                                        --------------  ---------------  --------------  --------------
Total                                                    $       .94     $        .55     $       .57     $       .09
                                                        ==============  ===============  ==============  ==============

     (a)  The sum of the  quarters  does not equal the full  year  earnings  per
          share due to rounding in 2009 and changes in outstanding shares during
          2008.
     (b)  Includes a pre-tax charge of $50,246,000  related to the impairment of
          goodwill (after tax $41,557,000, or $6.93 per share), see Note 10.

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


                                       59


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
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.

The report called for by Item 308(a) of Regulation S-K is incorporated herein by
reference to  Management's  Annual  Report 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 2009 Annual
Meeting of Shareholders to be filed with the Securities and Exchange  Commission
(the "2009 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  2009  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 2009 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 2009 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 2009 Proxy  Statement is incorporated  herein by
reference.

                                       60

                                     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   Annual  Report  on  Internal   Control  Over  Financial
          Reporting

     -    Report of Independent  Registered  Public  Accounting Firm on Internal
          Control  Over  Financial  Reporting  dated July 14, 2009 - McGladrey &
          Pullen, LLP

     -    Report of Independent Registered Public Accounting Firm dated July 14,
          2009 - McGladrey & Pullen, LLP

     -    Consolidated Balance Sheets - April 30, 2009 and 2008

     -    Consolidated  Statements of Operations for the Three Years Ended April
          30, 2009

     -    Consolidated  Statements of  Shareholders'  Equity for the Three Years
          Ended April 30, 2009

     -    Consolidated  Statements of Cash Flows for the Three Years Ended April
          30, 2009

     -    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.

(b) Exhibits. See (a)3 above.
    --------

(c) Financial Statement Schedules. See (a)2 above.
    -----------------------------


                                       61

                                   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 14, 2009                               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 14, 2009
  Officer and Principal
  Accounting Officer*
  Dated:  July 14, 2009

/s/ Edward B. Cloues  II                 /s/ Samuel N. Seidman
------------------------                 --------------------------
  Edward B. Cloues II                     Samuel N. Seidman
  Director                                Director
  Dated:  July 14, 2009                   Dated:  July 14, 2009

/s/ Lonnie A. Coombs                     /s/ James Wall
------------------------                 --------------------------
  Lonnie A. Coombs                        James Wall
  Director                                Director*
  Dated:  July 14, 2009                   Dated:  July 14, 2009

                                         /s/ Jonathan B, Weller
------------------------                 --------------------------
  Nicholas G. Karabots                    Jonathan B, Weller
  Director                                Director
  Dated:  July __, 2009                   Dated:  July 14, 2009

                                         /s/ Michael P. Duloc
                                         --------------------------
                                          Michael P. Duloc
                                          President, Kable Media Services, Inc.*
                                          Dated:  July 14, 2009


-----------------
*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.



                                       62


                       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, 2009:
     Allowance for doubtful accounts
       (included in receivables - real
       estate operations on the
       consolidated balance sheet)            $       112      $         -     $          -       $        22      $       90

     Allowance for estimated returns and
       doubtful accounts (included in
       receivables - media services
       operations on the consolidated
       balance sheet)                         $    56,585      $      (264)    $          -       $       184      $   56,137
                                           ----------------  --------------- ----------------   --------------   --------------

 FOR THE YEAR ENDED
 APRIL 30, 2008:
     Allowance for doubtful accounts
       (included in receivables - real
       estate operations on the
       consolidated balance sheet)            $        48      $        64      $         -       $         -      $      112
                                           ----------------  --------------- ----------------   --------------   --------------

     Allowance for estimated returns and
       doubtful accounts (included in
       receivables - media services
       operations on the consolidated
       balance sheet)
                                              $    53,606      $     3,521     $          -       $       542      $   56,585
                                            ---------------  --------------- ----------------   --------------   --------------

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 - media services
       operations on the consolidated
       balance sheet)                         $    55,606      $    (1,447)    $          -       $       553      $   53,606
                                            ---------------  --------------- ----------------   --------------   --------------


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.




                                       63

                                  EXHIBIT INDEX
                                  -------------

   NUMBER                                     ITEM
   ------                                     ----

     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  First  Modification  to Loan  Documents  dated as of January 18, 2008,
          modifying the Second Amended and Restated Loan and Security  Agreement
          dated as of January  16, 2007 among 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 and related
          loan  documents  -  Incorporated  by  reference  to  Exhibit  10.1  to
          Registrant's Current Report on Form 8-K filed February 5, 2008.

     4.3  Second Modification to Loan Documents dated effective as of October 1,
          2008,  modifying  the Second  Amended and  Restated  Loan and Security
          Agreement dated as of January 16, 2007 among 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 and related
          loan documents as the same were amended by the First  Modification  to
          Loan  Documents  -  Incorporated  by  reference  to  Exhibit  10.1  to
          Registrant's Current Report on Form 8-K filed November 13, 2008.

     4.4  Third  Modification  to Loan Documents dated effective as of April 27,
          2009,  modifying  the Second  Amended and  Restated  Loan and Security
          Agreement dated as of January 16, 2007 among 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 and related
          loan documents as the same were amended by the First  Modification  to
          Loan Documents and the Second  Modification  to Loan Documents - Filed
          herewith.

     4.5  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.

     4.6  $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.

     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 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 filed July 27, 2006.**

     10.3 Amended and Restated  Distribution  Agreement dated as of July 1, 2008
          between Kappa Publishing Group, Inc. and Kable Distribution  Services,
          Inc. - Incorporated  by reference to Exhibit 10.1 to the  Registrant's
          Quarterly Report on Form 10-Q filed March 12, 2009.**

     10.4 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.*

                                       64


     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 - Filed herewith.

     31.2 Certification  required  by Rule  13a - 14 (a)  under  the  Securities
          Exchange Act of 1934 - Filed herewith.

     31.3 Certification  required  by Rule  13a - 14 (a)  under  the  Securities
          Exchange Act of 1934 - Filed herewith.

     32.1 Certification  required  by Rule  13a - 14 (b)  under  the  Securities
          Exchange Act of 1934 - Filed herewith.



-----------------------
* 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.




                                       65