8-K
REX AMERICAN RESOURCES Corp (REX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2021
REX AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware<br> (State or other jurisdiction<br> of incorporation) | 001-09097<br> (Commission File No.) | 31-1095548<br> (IRS Employer Identification No.) |
|---|---|---|
| 7720 Paragon Road Dayton, Ohio <br> (Address of principal executive offices) | 45459<br> (Zip Code) | |
| --- | --- |
Registrant’s telephone number, including area code: (937) 276-3931
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered |
|---|---|---|
| Commons stock, $0.01 par value | REX | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition
On May 26, 2021, REX American Resources Corporation issued a press release announcing financial results for the three-month period ended April 30, 2021. The press release is furnished as Exhibit 99 to this report.
| Item 9.01. Financial Statements and Exhibits | |
|---|---|
| (c) | Exhibits. The following exhibits are furnished with this<br> report:<br><br> <br><br><br> <br>99<br> Press Release dated May 26, 2021 |
| --- | --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REX AMERICAN RESOURCES CORPORATION | ||
|---|---|---|
| Date: May 26, 2021 | By: | /s/ DOUGLAS L. BRUGGEMAN |
| ---------------------------------------------------- | ||
| Name: | Douglas L. Bruggeman | |
| --- | --- | |
| Title: | Vice President - Finance, | |
| Chief Financial Officer<br><br> and Treasurer |
Exhibit 99
| News Announcement | For Immediate Release |
|---|
REX AMERICAN RESOURCES REPORTS FISCAL2021FIRST QUARTER NET INCOME PER SHARE ATTRIBUTABLE TOREX COMMON SHAREHOLDERS OF $1.30 VERSUS A LOSS OF $1.21PER SHARE IN THE YEAR-AGO PERIOD
Dayton, Ohio, (May 26, 2021) -- REX American Resources Corporation (NYSE: REX) (“REX” or “the Company”) today reported financial results for its fiscal 2021 first quarter (“Q1 ‘21”) ended April 30, 2021. REX management will host a conference call and webcast today at 11:00 a.m. ET.
| Conference Call: | 212/231-2911 |
|---|---|
| Webcast / Replay URL: | www.rexamerican.com/Corp/Page4.aspx |
| The webcast will be available for replay for 30 days. |
REX American Resources’ Q1 ‘21 results principally reflect its interests in six ethanol production facilities and its refined coal operation. The One Earth Energy, LLC (“One Earth”) and NuGen Energy, LLC (“NuGen”) ethanol production facilities are consolidated, as is the refined coal entity, while those of its four other ethanol plants are reported as equity in income of unconsolidated ethanol affiliates. The Company reports results for its two business segments as ethanol and by-products, and refined coal.
REX’s Q1 ‘21 net sales and revenue were $164.1 million, compared with $83.3 million in Q1 ‘20. The year-over-year net sales and revenue increase was primarily due to higher ethanol production levels as compared to the prior year levels, which were significantly impacted by the Covid-19 pandemic, as well as higher ethanol and dried distillers grains and modified distillers grains pricing. Primarily reflecting the revenue growth, offset in part by increased input corn pricing, Q1 ‘21 gross profit for the Company’s ethanol and by-products segment increased to $19.5 million, compared with a loss of $8.2 million in Q1 ‘20. As a result, the ethanol and by-products segment had income before income taxes of $11.1 million in Q1 ‘21, compared to a loss of $12.4 million in Q1 ‘20. The Company’s refined coal operation incurred a $1.7 million gross loss and a $1.8 million loss before income taxes in Q1 ‘21, compared to a $1.1 million gross loss and a loss before income taxes of $0.8 million in Q1 ‘20. REX reported Q1 ‘21 income before income taxes and non-controlling interests of $8.4 million, compared with a loss before income taxes and non-controlling interests of $13.7 million in the comparable year ago period. While the refined coal operation negatively impacted gross profit and income before income taxes, it contributed a tax benefit of $2.2 million and $1.0 million for Q1 ‘21 and Q1 ‘20, respectively.
Net income attributable to REX shareholders in Q1 ‘21 was $7.8 million, compared to a net loss of $7.6 million in Q1 ‘20. Q1 ‘21 basic and diluted net income per share attributable to REX common shareholders was $1.30, compared to a net loss per share of $1.21 in Q1 ‘20. Per share results in Q1 ‘21 and Q1 ‘20 are based on 6,010,000 and 6,304,000 diluted weighted average shares outstanding, respectively.
-more-
| REX American Resources Q1 ‘21 Results, 5/26/2021 | page 2 |
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Segment Income Statement Data:
| ($ in thousands) | Three Months<br> Ended<br> April 30, | |||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Net sales and revenue: | ||||
| Ethanol & By-Products ^(1)^ | $ | 164,042 | $ | 83,235 |
| Refined coal ^(2) (3)^ | 62 | 15 | ||
| Total net sales and revenue | $ | 164,104 | $ | 83,250 |
| Gross profit (loss): | ||||
| Ethanol & By-Products ^(1)^ | $ | 19,477 | $ | (8,223) |
| Refined coal ^(2)^ | (1,675) | (1,107) | ||
| Total gross profit (loss) | $ | 17,802 | $ | (9,330) |
| Income (loss) before income taxes: | ||||
| Ethanol & By-Products ^(1)^ | $ | 11,082 | $ | (12,351) |
| Refined coal ^(2)^ | (1,795) | (847) | ||
| Corporate and other | (860) | (545) | ||
| Total income (loss) before income taxes | $ | 8,427 | $ | (13,743) |
| (Provision) benefit for income taxes: | ||||
| Ethanol & By-Products | $ | (2,436) | $ | 4,161 |
| Refined coal | 2,195 | 959 | ||
| Corporate and other | 212 | 193 | ||
| Total (provision) benefit for income taxes | $ | (29) | $ | 5,313 |
| Net income (loss) attributable to REX common shareholders: | ||||
| Ethanol & By-Products | $ | 7,952 | $ | (7,433) |
| Refined coal | 480 | 150 | ||
| Corporate and other | (648) | (352) | ||
| Net income (loss) attributable to REX common shareholders | $ | 7,784 | $ | (7,635) |
| (1) | Includes results attributable to non-controlling interests of approximately 24.5% for One Earth and approximately 1% for NuGen. | |||
| --- | --- | |||
| (2) | Includes results attributable to non-controlling interests of approximately 5%. | |||
| (3) | Refined coal sales are reported net of the cost of coal. |
REX American Resources’ Chief Executive Officer, Zafar Rizvi, commented, “The operating environment in the first quarter of fiscal 2021 was markedly better than the challenging environment we experienced throughout most of fiscal 2020, with significant improvements to demand and pricing across our ethanol and by-products segments. With all of our high-quality plants in operation, we were able to leverage our strategic locations across the corn belt and healthy liquidity position to generate first quarter net income of $7.8 million and earnings per share of $1.30.”
Balance Sheet
At April 30, 2021, REX had cash and cash equivalents and short-term investments of $193.0 million, $45.9 million of which was at the parent company, and $147.1 million of which was at its consolidated production facilities. This compares with cash, cash equivalents and short-term investments at January 31, 2021, of $180.7 million, $48.2 million of which was at the parent company, and $132.5 million of which was at its consolidated ethanol production facilities.
-more-
| REX American Resources Q1 ‘21 Results, 5/26/2021 | page 3 |
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The following table summarizes selectdata related to REX’sconsolidated alternative energy interests:
| Three Months<br> Ended<br><br> April 30, | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| Average selling price per gallon of ethanol (net of hedging) | $ | 1.79 | $ | 1.25 |
| Average selling price per ton of dried distillers grains | $ | 208.92 | $ | 145.64 |
| Average selling price per pound of non-food grade corn oil | $ | 0.33 | $ | 0.25 |
| Average selling price per ton of modified distillers grains | $ | 71.54 | $ | 65.82 |
| Average cost per bushel of grain | $ | 5.16 | $ | 3.93 |
| Average cost of natural gas (per MmBtu) | $ | 3.18 | $ | 3.93 |
Supplemental data related to REX’sethanol interests:
| REX American Resources Corporation<br><br> Ethanol Ownership Interests/Effective Annual Gallons Shipped as of April 30, 2021<br><br> (gallons in millions) | |||
|---|---|---|---|
| Entity | Trailing<br><br> Twelve<br><br> Months<br><br> Gallons<br><br> Shipped | Current<br><br> REX<br><br> Ownership<br><br> Interest | REX’s Current Effective<br><br> Ownership of Trailing<br><br> Twelve Month<br><br> Gallons Shipped |
| One Earth Energy, LLC<br><br><br><br>Gibson City, IL | 119.2 | 75.5% | 90.0 |
| NuGen Energy, LLC<br><br><br><br>Marion, SD | 119.6 | 99.5% | 119.0 |
| Big River Resources West Burlington, LLC<br><br><br><br>West Burlington, IA | 97.3 | 10.3% | 10.0 |
| Big River Resources Galva, LLC<br><br><br><br>Galva, IL | 111.5 | 10.3% | 11.5 |
| Big River United Energy, LLC<br><br><br><br>Dyersville, IA | 113.8 | 5.7% | 6.5 |
| Big River Resources Boyceville, LLC<br><br><br><br>Boyceville, WI | 55.8 | 10.3% | 5.7 |
| Total | 617.2 | n/a | 242.7 |
-more-
| REX American Resources Q1 ‘21 Results, 5/26/2021 | page 4 |
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REX further announced today that it had filed additional supplemental proxy materials related to its Annual Shareholder Meeting to be held on June 16, 2021. The additional information related to the voting requirements of Proposal 3, in particular the treatment of abstentions and broker non-votes. Proposal 3, which is an amendment to the Amended Certificate of Incorporation to authorize a new class of Preferred Stock, requires the affirmative vote of holders of a majority of shares entitled to vote at the Annual Meeting. Therefore, abstentions and broker non-votes will have the effect of a vote against the proposal.
First Quarter Conference Call
REX will host a conference call at 11:00 a.m. ET today. Senior management will discuss the quarterly financial results and host a question-and-answer session. The dial in number for the audio conference call is 212/231-2911 (domestic and international callers).
Participants can also listen to a live webcast of the call on the Company’s website, www.rexamerican.com. A webcast replay will be available for 30 days following the live event.
About REX American Resources Corporation
REX American Resources has interests in six ethanol production facilities, which in aggregate shipped approximately 617 million gallons of ethanol over the twelve-month period ended April 30, 2021. REX’s effective ownership of the trailing twelve-month gallons shipped (for the twelve months ended January 31, 2021) by the ethanol production facilities in which it has ownership interests was approximately 243 million gallons. In addition, the Company acquired a refined coal operation in August 2017. Further information about REX is available at www.rexamerican.com.
This news announcement contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by use of forward-looking terminology such as “may,” “expect,” “believe,” “estimate,” “anticipate” or “continue” or the negative thereof or other variations thereon or comparable terminology. Readers are cautioned that there are risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward-looking statements. These risks and uncertainties include the risk factors set forth from time to time in the Company’s filings with the Securities and Exchange Commission and include among other things: the effect of pandemics such as COVID-19 on the Company’s business operations, including impacts on supplies, demand, personnel and other factors, the impact of legislative and regulatory changes, the price volatility and availability of corn, distillers grains, ethanol, non-food grade corn oil, gasoline and natural gas, ethanol and refined coal plants operating efficiently and according to forecasts and projections, changes in the international, national or regional economies, weather, results of income tax audits, changes in income tax laws or regulations, the impact of U.S. foreign trade policy, changes in foreign currency exchange rates and the effects of terrorism or acts of war. The Company does not intend to update publicly any forward-looking statements except as required by law.
| Contact: | |
|---|---|
| Douglas Bruggeman | Joseph Jaffoni, Norberto Aja |
| Chief Financial Officer | JCIR |
| (937) 276-3931 | (212) 835-8500 |
| rex@jcir.com |
- statements of operations follow -
| REX American Resources Q1 ’21 Results, 5/26/2021 | page 5 |
|---|
REX AMERICAN RESOURCES CORPORATION ANDSUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share amounts)
Unaudited
| Three Months <br> Ended | ||||
|---|---|---|---|---|
| April 30, | ||||
| 2021 | 2020 | |||
| Net sales and revenue | $ | 164,104 | $ | 83,250 |
| Cost of sales | 146,302 | 92,580 | ||
| Gross profit (loss) | 17,802 | (9,330) | ||
| Selling, general and administrative expenses | (9,988) | (4,605) | ||
| Equity in income (loss) of unconsolidated ethanol affiliates | 570 | (477) | ||
| Interest and other income, net | 43 | 669 | ||
| Income (loss) before income taxes and non-controlling interests | 8,427 | (13,743) | ||
| (Provision) benefit for income taxes | (29) | 5,313 | ||
| Net income (loss) including non-controlling interests | 8,398 | (8,430) | ||
| Net (income) loss attributable to non-controlling interests | (614) | 795 | ||
| Net income (loss) attributable to REX common shareholders | $ | 7,784 | $ | (7,635) |
| Weighted average shares outstanding – basic and diluted | 6,010 | 6,304 | ||
| Basic and diluted net income (loss) per share attributable to REX common shareholders | $ | 1.30 | ($1.21) |
- balance sheets follow -
| REX American Resources Q1 ’21 Results, 5/26/21 | page 6 |
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REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
Unaudited
| April 30, | January 31, | |||
|---|---|---|---|---|
| ASSETS | 2021 | 2021 | ||
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ | 157,105 | $ | 144,501 |
| Short-term investments | 35,864 | 36,194 | ||
| Restricted cash | 1,717 | 1,657 | ||
| Accounts receivable | 27,557 | 19,713 | ||
| Inventory | 26,687 | 37,880 | ||
| Refundable income taxes | 6,020 | 6,020 | ||
| Prepaid expenses and other | 14,831 | 12,785 | ||
| Total current assets | 269,781 | 258,750 | ||
| Property and equipment-net | 149,067 | 153,186 | ||
| Operating lease right-of-use assets | 11,289 | 12,678 | ||
| Deferred taxes and other assets | 25,977 | 25,275 | ||
| Equity method investment | 30,026 | 29,456 | ||
| TOTAL ASSETS | $ | 486,140 | $ | 479,345 |
| LIABILITIES AND EQUITY<br><br>CURRENT LIABILITIES: | ||||
| Accounts payable – trade | $ | 15,808 | $ | 16,907 |
| Current operating lease liabilities | 4,632 | 4,875 | ||
| Accrued expenses and other current liabilities | 9,185 | 8,955 | ||
| Total current liabilities | 29,625 | 30,737 | ||
| LONG TERM LIABILITIES: | ||||
| Deferred taxes | 4,294 | 3,713 | ||
| Long-term operating lease liabilities | 6,327 | 7,439 | ||
| Other long-term liabilities | 278 | 273 | ||
| Total long-term liabilities | 10,899 | 11,425 | ||
| COMMITMENTS AND CONTINGENCIES EQUITY: | ||||
| REX shareholders’ equity: | ||||
| Common stock, 45,000 shares authorized, 29,853 shares issued at par | 299 | 299 | ||
| Paid in capital | 149,144 | 149,110 | ||
| Retained earnings | 597,770 | 589,986 | ||
| Treasury stock, 23,861 shares | (354,604) | (354,612) | ||
| Total REX shareholders’ equity | 392,609 | 384,783 | ||
| Non-controlling interests | 53,007 | 52,400 | ||
| Total equity | 445,616 | 437,183 | ||
| TOTAL LIABILITIES AND EQUITY | $ | 486,140 | $ | 479,345 |
- statements of cash flows follow -
| REX American Resources Q1 ’21 Results, 5/26/21 | page 7 |
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REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Unaudited
| Three Months Ended<br> April 30, | ||||
|---|---|---|---|---|
| 2021 | 2020 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net income (loss) | $ | 8,398 | $ | (8,430) |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||
| Depreciation | 5,249 | 5,315 | ||
| Amortization of operating lease right-of-use assets | 1,389 | 1,347 | ||
| (Income) loss from equity method investments | (570) | 477 | ||
| Dividends received from equity method investments | - | 2,005 | ||
| Interest income from investments | (15) | (125) | ||
| Deferred income tax | 20 | (1,748) | ||
| Stock based compensation expense | 291 | 39 | ||
| Gain on sale of property and equipment – net | (3) | (3) | ||
| Changes in assets and liabilities: | ||||
| Accounts receivable | (7,844) | 10,197 | ||
| Inventory | 11,193 | 8,366 | ||
| Other assets | (2,187) | (3,759) | ||
| Accounts payable-trade | (989) | (11,934) | ||
| Other liabilities | (1,369) | (2,008) | ||
| Net cash provided by (used in) operating activities | 13,563 | (261) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
| Capital expenditures | (1,267) | (4,700) | ||
| Purchases of short-term investments | (25,930) | (19,237) | ||
| Sales of short-term investments | 26,275 | 12,834 | ||
| Other | 30 | (278) | ||
| Net cash used in investing activities | (892) | (11,381) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
| Treasury stock acquired | - | (3,923) | ||
| Payments to noncontrolling interests holders | (75) | (35) | ||
| Capital contributions from minority investor | 68 | 10 | ||
| Net cash used in financing activities | (7) | (3,948) | ||
| NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 12,664 | (15,590) | ||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH-Beginning of period | 146,158 | 180,771 | ||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH-End of period | $ | 158,822 | $ | 165,181 |
| Non cash financing activities – Stock awards accrued | $ | 348 | $ | - |
| Non cash investing activities – Accrued capital expenditures | $ | 280 | $ | 457 |
| Operating lease right-of-use assets<br> acquired and liabilities assumed upon lease execution | $ | - | $ | 1,863 |