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v2.4.0.6
Notes Payable
3 Months Ended
Jul. 31, 2012
Debt Disclosure [Abstract]  
Debt Disclosure [Text Block]
(7)           Notes Payable
 
Notes payable consist of the following (in thousands):
 
   
July 31,
2012
   
April 30,
2012
 
Credit facilities:
           
   Media Services operations
  $ 2,440     $ -  
   Real estate operations
    16,214       16,839  
Other notes payable
    4,453       4,486  
    $ 23,107     $ 21,325  
 
Media Services has a Revolving Credit and Security Agreement with a bank (the “Media Services Credit Facility”) that provides for a revolving credit loan and letter of credit facility, with availability within the facility’s limit based upon the lesser of (i) a percentage of the borrowers’ eligible accounts receivable or (ii) the recent level of collections of accounts receivable.  The facility is scheduled to mature on May 12, 2013, but the lender has agreed in principle to amend the facility to extend its term to May 12, 2014 and, at Media Services’ request, to lower the borrowing limit from the present $20,000,000 to $15,000,000.  Subject to certain terms, funds may be borrowed, repaid and re-borrowed at any time.  Borrowings under the Media Services Credit Facility are being used for Media Services working capital needs and general business purposes and, subject to the Media Services minimum Fixed Charge Coverage Ratio, as defined, being at a stated level, may also be used to provide payments on certain indebtedness due its parent that is not a party to the Media Services Credit Facility.  At July 31, 2012, the borrowing availability under the Media Services Credit Facility was $10,741,000, and there was $2,440,000 outstanding, which was also the highest amount borrowed during the quarter ended July 31, 2012.
 
The borrowers' obligations under the Media Services Credit Facility are secured by substantially all of their assets other than real property.  The revolving loans under the Media Services Credit Facility may be fluctuating rate borrowings or Eurodollar fixed rate based borrowings or a combination of the two as the borrowers may select.  Fluctuating rate borrowings bear interest at a rate which is, at the borrowers’ option, either (i) the reserve adjusted daily published rate for one month LIBOR loans plus a margin of 3.0%, or (ii) the highest of two daily published market rates and the bank lender’s base commercial lending rate in effect from time to time, but in any case not less than 3.0% plus a margin of 2.0% (that is, not less than 5.0%).  Eurodollar fixed rate based borrowings may be for one, two or six months and bear interest at the reserve adjusted Eurodollar interest rates for borrowings of such durations, plus a margin of 3.0%, which may be reduced to 2.75% depending on the borrowers’ financial condition.
 
The Media Services Credit Facility requires the borrowers to meet certain covenants, including maintaining a minimum Fixed Charge Coverage Ratio, as defined.  The Company believes that there may be violations of this covenant in the future.  However, the lender’s agreement in principle referred to above also provides for a modification of the required Fixed Charge Coverage Ratio so that it would more likely be satisfied.  However, neither meeting the covenant’s requirement in the future nor obtaining relief from the lender if it is not met can be assured.  Under the terms of the Media Services Credit Facility, during the continuance of any violation of a covenant, among other things, the Media Services companies are barred from repaying indebtedness to or otherwise distributing funds to the parent company and the lender is entitled to terminate the Media Services Credit Facility and seek immediate payment of any outstanding borrowing.
 
AMREP Southwest has a Loan Agreement and a related Promissory Note dated December 17, 2009 originally with a bank, both of which were amended on April 29, 2011 (said Loan Agreement and Promissory Note, as so amended, together, the “ASW Credit Facility”).  The ASW Credit Facility is a non-revolving loan with an outstanding principal balance at July 31, 2012 of $16,214,000, which was due September 1, 2012.  The outstanding principal of the ASW Credit Facility bears fluctuating interest at the annual rate of reserve adjusted 30-day LIBOR (0.246% at July 31, 2012) plus 3.5%, but not less than 5.0%, and AMREP Southwest is required to maintain a cash reserve with the lender of not less than $500,000 to fund the interest payments.  At July 31, 2012, the interest rate was 5.0% and the cash reserve was $537,000.  The ASW Credit Facility is secured by a mortgage on certain real property of AMREP Southwest with a book value of approximately $55,000,000 and requires that the appraised value of the collateral be at least 2.5 times the outstanding principal of the loan.  The ASW Credit Facility contains a number of covenants and restrictions, including a covenant requiring AMREP Southwest to maintain a minimum tangible net worth (as defined) and a covenant restricting AMREP Southwest from making distributions and other payments to the Company beyond a stated management fee.
 
On August 13, 2012, the ASW Credit Facility was purchased by a company organized and wholly-owned by the Company’s Vice Chairman and 45.9% shareholder.  The purchase price was $15,250,000 plus accrued interest.  Another director of the Company and substantial shareholder has purchased a 20% participation in the ASW Credit Facility from the new holder.  The new holder has agreed to extend the due date of the ASW Credit Facility to December 1, 2012 on the existing terms except that no payment of principal is required prior to that date. The Company intends during this extension (i) to seek to negotiate with the new holder for the terms of a substantially longer extension, which likely would involve an increase in interest rate, and (ii) to determine if there is an alternate financing source available on terms more favorable than the new holder’s terms, the proceeds of which would be used to repay the ASW Credit Facility at its outstanding principal amount or at some discount from that amount that might be acceptable to the new holder.  The Company can offer no assurance that it will be successful in either of these efforts.
 
Other notes payable consist of a $4,400,000 mortgage note payable on a warehouse with a maturity date of February 2018 and an interest rate of 6.35%, and $53,000 of equipment financing loans with maturity dates through April 2014 and an average interest rate of 7.54%.  The amount of Other notes payable due within one year totals $137,000.