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): August 26, 2020
REX AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-09097 | 31-1095548 |
|---|---|---|
| (State or other jurisdiction | (Commission File No.) | (IRS Employer Identification No.) |
| of incorporation) | ||
| 7720 Paragon Road Dayton, Ohio | 45459 | |
| --- | --- | |
| (Address of principal executive offices) | (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<br>CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17<br>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 August 26, 2020, REX American Resources Corporation issued a press release announcing financial results for the three-month period ended July 31, 2020. 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 report: |
| --- | --- |
| 99 Press Release dated August 26, 2020 |
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: August 26, 2020 | By: | /s/ DOUGLAS L. BRUGGEMAN |
| Name: Douglas L. Bruggeman | ||
| Title: Vice President - Finance, | ||
| Chief Financial Officer and Treasurer |
Exhibit 99
| News<br> Announcement | For<br> Immediate Release |
|---|
REX AMERICAN RESOURCES REPORTS FISCAL 2020SECOND QUARTER RESULTS
Dayton, Ohio, (August 26, 2020) -- REX American Resources Corporation (NYSE: REX) (“REX” or “the Company”) today reported financial results for its fiscal 2020 second quarter (“Q2 ’20”) ended July 31, 2020. REX management will host a conference call and webcast today at 11:00 a.m. ET.
| Conference Call: | 212/231-2900 |
|---|---|
| Webcast / Replay URL: | www.rexamerican.com/Corp/Page4.aspx |
| The webcast will be available for replay for 30 days. |
REX American Resources’ Q2 ’20 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 Q2 ’20 net sales and revenue were $39.3 million, compared with $105.9 million in Q2 ’19. The year-over-year net sales and revenue decline was primarily due to lower ethanol production levels as the Company temporarily idled its NuGen Energy and One Earth Energy plants, which led to a 56% decrease in ethanol gallons sold. The Q2 ’20 net sales and revenue also reflects an 11% decline in ethanol pricing on a year-over-year basis. Primarily reflecting these factors, Q2 ’20 gross profit for the Company’s ethanol and by-products segment declined to $0.6 million, compared with $6.2 million in Q2 ’19. As a result, the ethanol and by-products segment incurred a loss before income taxes of $3.3 million in Q2 ’20, compared to income of $3.1 million in Q2 ’19. The Company’s refined coal operation incurred a $1.9 million gross loss and a $2.1 million loss before income taxes in Q2 ’20, compared to a $2.2 million gross loss and a loss before income taxes of $2.0 million in Q2 ’19. REX reported a Q2 ’20 loss before income taxes and non-controlling interests of $6.1 million, compared with income before income taxes and non-controlling interests of $0.7 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 $2.9 million and $3.2 million for Q2 ’20 and Q2 ’19, respectively.
Net loss attributable to REX shareholders in Q2 ’20 was $1.7 million, compared to net income of $2.3 million in Q2 ’19. Q2 ’20 basic and diluted net loss per share attributable to REX common shareholders was $0.28, compared to net income per share of $0.36 in Q2 ’19. Per share results in Q2 ’20 and Q2 ’19 are based on 6,216,000 and 6,318,000 diluted weighted average shares outstanding, respectively.
-more-
| REX American Resources Q2 ’20 Results, 8/26/20 | page<br> 2 |
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Segment Income Statement Data:
| Three Months <br> Ended | Six Months<br> Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| ($ in thousands) | July 31, | July 31, | ||||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Net sales and revenue: | ||||||||
| Ethanol & By-Products ^(1)^ | $ | 39,242 | $ | 105,770 | $ | 122,477 | $ | 210,223 |
| Refined coal ^(2) (3)^ | 85 | 98 | 100 | 220 | ||||
| Total net sales and revenue | $ | 39,327 | $ | 105,868 | $ | 122,577 | $ | 210,443 |
| Gross (loss) profit: | ||||||||
| Ethanol & By-Products ^(1)^ | $ | 553 | $ | 6,169 | $ | (7,670) | $ | 12,284 |
| Refined coal ^(2)^ | (1,884) | (2,165) | (2,991) | (4,634) | ||||
| Total gross (loss) profit | $ | (1,331) | $ | 4,004 | $ | (10,661) | $ | 7,650 |
| (Loss) income before income taxes: | ||||||||
| Ethanol & By-Products ^(1)^ | $ | (3,259) | $ | 3,111 | $ | (15,610) | $ | 6,313 |
| Refined coal ^(2)^ | (2,118) | (2,028) | (2,965) | (4,703) | ||||
| Corporate and other | (702) | (352) | (1,247) | (712) | ||||
| Total (loss) income before income taxes | $ | (6,079) | $ | 731 | $ | (19,822) | $ | 898 |
| Benefit (provision) for income taxes: | ||||||||
| Ethanol & By-Products | $ | 893 | $ | (619) | $ | 5,054 | $ | (1,105) |
| Refined coal | 2,919 | 3,155 | 3,878 | 7,101 | ||||
| Corporate and other | 234 | 86 | 427 | 174 | ||||
| Total benefit for income taxes | $ | 4,046 | $ | 2,622 | $ | 9,359 | $ | 6,170 |
| Segment (loss) profit: | ||||||||
| Ethanol & By-Products | $ | (2,178) | $ | 1,305 | $ | (9,611) | $ | 3,014 |
| Refined coal | 898 | 1,216 | 1,048 | 2,602 | ||||
| Corporate and other | (468) | (265) | (820) | (539) | ||||
| Net (loss) income attributable to REX common shareholders | $ | (1,748) | $ | 2,256 | $ | (9,383) | $ | 5,077 |
| (1) | Includes results attributable to non-controlling interests of approximately 25% 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, “As we indicated at the time we reported the fiscal 2020 first quarter, the second quarter saw a continuation of the challenging operating environment due to the severe disruptions related to the COVID-19 pandemic and its impact on fuel demand and the economy at large. In order to preserve our financial liquidity and flexibility, we made the strategic decision to temporarily idle our two consolidated plants thus significantly reducing our ethanol output while mitigating operating losses.
“As we enter the second half of fiscal 2020, the operating environment has improved and we’ve re-opened the NuGen Energy and One Earth Energy plants based on the increase in ethanol demand. However, we expect ethanol crush spread margins and distillers grains pricing to remain volatile.”
-more-
| REX American Resources Q2 ’20 Results, 8/26/20 | page<br> 3 |
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Balance Sheet
At July 31, 2020, REX had cash and cash equivalents and short-term investments of $185.4 million, $55.9 million of which was at the parent company, and $129.5 million of which was at its consolidated production facilities. This compares with cash, cash equivalents and short-term investments at January 31, 2020, of $205.7 million, $62.3 million of which was at the parent company, and $143.4 million of which was at its consolidated ethanol production facilities.
The following table summarizes select datarelated to REX’s
consolidated alternative energy interests:
| Three Months <br> Ended | Six Months<br> Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| July 31, | July 31, | |||||||
| 2020 | 2019 | 2020 | 2019 | |||||
| Average selling price per gallon of ethanol | $ | 1.23 | $ | 1.38 | $ | 1.25 | $ | 1.32 |
| Average selling price per ton of dried distillers grains | $ | 135.54 | $ | 135.46 | $ | 143.24 | $ | 138.92 |
| Average selling price per pound of non-food grade corn oil | $ | 0.24 | $ | 0.25 | $ | 0.25 | $ | 0.25 |
| Average selling price per ton of modified distillers grains | $ | 31.87 | $ | 53.01 | $ | 49.32 | $ | 60.12 |
| Average cost per bushel of grain | $ | 3.63 | $ | 3.80 | $ | 3.86 | $ | 3.65 |
| Average cost of natural gas (per mnbtu) | $ | 2.92 | $ | 2.63 | $ | 3.60 | $ | 3.16 |
Supplemental data related to REX’s alternativeenergy interests:
| REX American Resources Corporation<br><br> Ethanol Ownership Interests/Effective Annual Gallons Shipped as of July 31, 2020<br> (gallons in millions) | |||||||
|---|---|---|---|---|---|---|---|
| Entity | Trailing<br><br> Twelve<br> Months<br> Gallons<br> Shipped | Current<br><br> REX<br> Ownership<br> Interest | REX’s<br> Current Effective<br> Ownership of Trailing Twelve<br> Month Gallons Shipped | ||||
| One Earth Energy, LLC <br> Gibson City, IL | 115.7 | 75.3 | % | 87.1 | |||
| NuGen Energy, LLC <br> Marion, SD | 72.6 | 99.5 | % | 72.2 | |||
| Big River Resources West Burlington, LLC <br><br> West Burlington, IA | 103.8 | 10.3 | % | 10.7 | |||
| Big River Resources Galva, LLC <br> Galva, IL | 112.0 | 10.3 | % | 11.5 | |||
| Big River United Energy, LLC <br> Dyersville, IA | 117.9 | 5.7 | % | 6.7 | |||
| Big River Resources Boyceville, LLC<br> Boyceville, WI | 54.3 | 10.3 | % | 5.6 | |||
| Total | 576.3 | n/a | 193.8 |
-more-
| REX American Resources Q2 ’20 Results, 8/26/20 | page<br> 4 |
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Second 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 212/231-2900 (domestic and international callers).
Participants can also listen to a live webcast of the call on the Company’s website, www.rexamerican.com/Corp/Page4.aspx. A webcast replay will be available for 30 days following the live event at www.rexamerican.com/Corp/Page4.aspx.
About REX American Resources Corporation
REX American Resources has interests in six ethanol production facilities, which in aggregate shipped approximately 576 million gallons of ethanol over the twelve-month period ended July 31, 2020. REX’s effective ownership of the trailing twelve-month gallons shipped (for the twelve months ended April 30, 2020) by the ethanol production facilities in which it has ownership interests was approximately 194 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 Q2 ’20 Results, 8/26/20 | page 5 |
|---|
REX AMERICAN RESOURCES CORPORATION ANDSUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share amounts)
Unaudited
| Three Months<br> Ended<br> July 31, | Six Months<br> Ended<br> July 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2020 | 2019 | 2020 | 2019 | |||||
| Net sales and revenue | $ | 39,327 | $ | 105,868 | $ | 122,577 | $ | 210,443 |
| Cost of sales | 40,658 | 101,864 | 133,238 | 202,793 | ||||
| Gross (loss) profit | (1,331) | 4,004 | (10,661) | 7,650 | ||||
| Selling, general and administrative expenses | (4,438) | (4,764) | (9,043) | (9,496) | ||||
| Equity in (loss) income of unconsolidated ethanol affiliates | (507) | 239 | (984) | 365 | ||||
| Interest and other income, net | 197 | 1,252 | 866 | 2,379 | ||||
| (Loss) income before income taxes and non-controlling interests | (6,079) | 731 | (19,822) | 898 | ||||
| Benefit for income taxes | 4,046 | 2,622 | 9,359 | 6,170 | ||||
| Net (loss) income including non-controlling interests | (2,033) | 3,353 | (10,463) | 7,068 | ||||
| Net loss (income) attributable to non-controlling interests | 285 | (1,097) | 1,080 | (1,991) | ||||
| Net (loss) income attributable to REX common shareholders | $ | (1,748) | $ | 2,256 | ($ | 9,383) | $ | 5,077 |
| Weighted average shares outstanding – basic and diluted | 6,216 | 6,318 | 6,261 | 6,317 | ||||
| Basic and diluted net (loss) income per share attributable to REX common shareholders | $ | (0.28) | $ | 0.36 | ($ | 1.50) | $ | 0.80 |
- balance sheets follow -
| REX American Resources Q2 ’20 Results, 8/26/20 | page 6 |
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REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
Unaudited
| ASSETS | July 31,<br> 2020 | January 31,<br> 2020 | ||
|---|---|---|---|---|
| CURRENT ASSETS: | ||||
| Cash and cash equivalents | $ | 152,708 | $ | 179,658 |
| Restricted cash | 950 | 1,113 | ||
| Short-term investments | 32,656 | 26,073 | ||
| Accounts receivable | 9,744 | 12,969 | ||
| Inventory | 30,383 | 35,634 | ||
| Refundable income taxes | 10,620 | 6,029 | ||
| Prepaid expenses and other | 9,878 | 9,659 | ||
| Total current assets | 246,939 | 271,135 | ||
| Property and equipment-net | 158,513 | 163,327 | ||
| Operating lease right-of-use assets | 15,345 | 16,173 | ||
| Deferred taxes | 21,182 | 17,061 | ||
| Other assets | 884 | 342 | ||
| Equity method investment | 29,475 | 32,464 | ||
| TOTAL ASSETS | $ | 472,338 | $ | 500,502 |
| LIABILITIES AND EQUITY | ||||
| CURRENT LIABILITIES: | ||||
| Accounts payable – trade | $ | 8,584 | $ | 18,900 |
| Current operating lease liabilities | 5,310 | 4,935 | ||
| Accrued expenses and other current liabilities | 7,295 | 7,764 | ||
| Total current liabilities | 21,189 | 31,599 | ||
| LONG TERM LIABILITIES: | ||||
| Deferred taxes | 3,670 | 4,334 | ||
| Long-term operating lease liabilities | 9,600 | 10,688 | ||
| Other long-term liabilities | 140 | 275 | ||
| Total long-term liabilities | 13,410 | 15,297 | ||
| COMMITMENTS AND CONTINGENCIES | ||||
| EQUITY: | ||||
| REX shareholders’ equity: | ||||
| Common stock, 45,000 shares authorized, 29,853 shares issued at par | 299 | 299 | ||
| Paid in capital | 149,044 | 148,789 | ||
| Retained earnings | 577,602 | 586,985 | ||
| Treasury stock, 23,655 and 23,561 shares, respectively | (340,591) | (335,066) | ||
| Total REX shareholders’ equity | 386,354 | 401,007 | ||
| Non-controlling interests | 51,385 | 52,599 | ||
| Total equity | 437,739 | 453,606 | ||
| TOTAL LIABILITIES AND EQUITY | $ | 472,338 | $ | 500,502 |
- statements of cash flows follow -
| REX American Resources Q2 ’20 Results, 8/26/20 | page 7 |
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REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Unaudited
| Six Months Ended<br> July 31, | ||||
|---|---|---|---|---|
| 2020 | 2019 | |||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
| Net (loss) income | $ | (10,463) | $ | 7,068 |
| Adjustments to reconcile net (loss) income to net cash<br> (used in) provided by operating activities: | ||||
| Depreciation | 10,491 | 12,425 | ||
| Amortization of operating lease right-of-use assets | 2,691 | 2,992 | ||
| Stock based compensation expense | 80 | 248 | ||
| Loss (income) from equity method investments | 984 | (365) | ||
| Dividends received from equity method investments | 2,005 | – | ||
| Interest income from investments | (179) | (25) | ||
| Deferred income tax | (4,784) | (6,294) | ||
| Gain on disposal of property and equipment | (22) | – | ||
| Changes in assets and liabilities: | ||||
| Accounts receivable | 3,225 | 3,696 | ||
| Inventory | 5,251 | (3,594) | ||
| Refundable income taxes | (4,591) | 12 | ||
| Prepaid expenses and other assets | (481) | (153) | ||
| Accounts payable-trade | (10,301) | 1,409 | ||
| Other liabilities | (2,940) | (4,927) | ||
| Net cash (used in) provided by operating<br> activities | (9,034) | 12,492 | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
| Capital expenditures | (5,692) | (1,449) | ||
| Purchases of short-term investments | (45,450) | – | ||
| Sales of short-term investments | 39,046 | 15,000 | ||
| Other | (259) | 12 | ||
| Net cash (used in) provided by investing<br> activities | (12,355) | 13,563 | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
| Treasury stock acquired | (5,590) | – | ||
| Payments to noncontrolling interests holders | (157) | (2,598) | ||
| Capital contributions from minority<br> investor | 23 | 185 | ||
| Net cash used in financing activities | (5,724) | (2,413) | ||
| NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED<br> CASH | (27,113) | 23,642 | ||
| CASH, CASH EQUIVALENTS AND RESTRICTED<br> CASH-Beginning of period | 180,771 | 188,812 | ||
| CASH, CASH EQUIVALENTS AND RESTRICTED<br> CASH-End of period | $ | 153,658 | $ | 212,454 |
| Non cash financing activities –<br> Stock awards issued | $ | 240 | $ | 487 |
| Non cash financing activities –<br> Stock awards accrued | $ | – | $ | 171 |
| Non cash investing activities –<br> Accrued capital expenditures | $ | 22 | $ | 5 |
| Initial operating lease right-of-use<br> assets and liabilities recorded upon adoption of ASC 842 | $ | – | $ | 20,918 |
| Operating lease right-of-use assets<br> acquired and liabilities assumed upon lease execution | $ | 1,863 | $ | 432 |