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): December 1, 2022
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 December 1, 2022, REX American Resources Corporation issued a press release announcing financial results for the three-month period ended October 31, 2022. 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:<br><br> <br><br><br> <br>99 Press Release dated December 1, 2022 |
| --- | --- |
| 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 1, 2022 | By: | /s/ DOUGLAS L. BRUGGEMAN |
| Name: Douglas L. Bruggeman | ||
| Title: Vice President - Finance,<br><br>Chief Financial Officer<br><br> and Treasurer |
Exhibit 99
| News Announcement | For Immediate Release |
|---|
REX AMERICAN RESOURCES REPORTS THIRDQUARTER NET INCOME PER SHARE ATTRIBUTABLE TO REX COMMON SHAREHOLDERS OF $0.18
Files Class VI Permit Application Related
to Carbon Sequestration Project
Dayton, Ohio, (December 1, 2022) -- REX American Resources Corporation (NYSE: REX) (“REX” or “the Company”) today reported financial results for its fiscal 2022 third quarter (“Q3 ’22”) ended October 31, 2022. REX management will host a conference call and webcast today at 11:00 a.m. ET.
| Conference Call: | 212/231-2910 |
|---|---|
| Webcast / Replay URL: | www.rexamerican.com |
| The webcast will be available for replay for 30 days. |
REX American Resources’ Q3 ’22 results principally reflect its interests in six ethanol production facilities. The One Earth Energy, LLC (“One Earth”) and NuGen Energy, LLC (“NuGen”) ethanol production facilities are consolidated, while the four other ethanol plants are reported as equity in income of unconsolidated ethanol affiliates. The Company reports results for its ethanol and by-products component as continuing operations and beginning in the third quarter of fiscal 2021 its refined coal component as discontinued operations as operations have now ceased.
REX’s Q3 ’22 net sales and revenue were $220.3 million, compared with $203.1 million in Q3 ’21. The year-over-year net sales and revenue increase primarily reflects higher pricing for ethanol, dried distillers grains, non-food grade corn oil and modified distillers grains. Q3 ’22 gross profit for the Company’s continuing operations decreased to $11.3 million, compared with $25.2 million in Q3 ’21 as the higher net sales and revenue were offset by significant increases in corn and natural gas prices. This led to Q3 ’22 income before income taxes and non-controlling interests of $6.1 million, compared with $19.2 million in the comparable year ago period.
Net income attributable to REX shareholders from continuing operations in Q3 ’22 was $3.2 million, compared to $13.3 million in Q3 ’21. Q3 ’22 basic and diluted net income per share attributable to REX common shareholders from continuing operations was $0.18, compared to $0.74 per share in Q3 ’21. Per share results for Q3 ’22 and Q3 ’21 are based on 17,591,000 and 17,890,000 diluted weighted average shares outstanding, respectively, reflecting the Company’s 3-for-1 common stock split effected August 5, 2022.
| REX American Resources Q3 ’22 Results, 12/1/22 | page 2 |
|---|
REX American Resources’ Chief Executive Officer, Zafar Rizvi, commented, “The third quarter marked a difficult operating environment as we faced significant price increases in our two largest inputs – corn and natural gas – as well as ongoing logistical constraints. Despite these challenges, we were able to post our ninth consecutive quarter of positive income along with income per share for the first nine months of fiscal 2022 of $1.10. We have maintained our robust balance sheet and liquidity position which at quarter end included approximately $290 million in cash and short-term investments and no debt. We remain confident our strong capital structure positions REX to continue to benefit our shareholders and support our ethanol businesses while strategically investing in initiatives that can yield attractive returns for our employees, partners and shareholders.
“In this regard, our team remains very excited about our carbon capture and sequestration project and is making meaningful progress on this front. We filed a Class VI injection well permit application for three wells to allow us to inject carbon dioxide into deep rock formations and recently signed a contract for a carbon compression facility for our One Earth Energy ethanol plant. The language and opportunities in the Inflation Reduction Act are encouraging, including the new clean fuel production credit under section 45Z and an increase in the 45Q credit to $85 per ton. We believe this can bring significant financial benefits to our carbon capture and sequestration initiatives and to the ethanol industry as a whole.”
Balance Sheet
As of October 31, 2022, REX had cash and cash equivalents and short-term investments of $289.8 million, $30.5 million of which was at the parent company, and $259.3 million of which was at its consolidated production facilities. This compares with cash, cash equivalents and short-term investments at January 31, 2022, of $255.7 million, $42.9 million of which was at the parent company, and $212.8 million of which was at its consolidated ethanol production facilities.
During the fiscal third quarter ended October 31, 2022, the Company repurchased 249,570 shares of its common stock at a cost of approximately $6.8 million. The Company is currently authorized to repurchase up to an additional 876,786 shares of common stock and has approximately 17,390,469 shares of common stock outstanding.
The following table summarizes selectdata related to REX’s
consolidated alternative energy interests:
| Three Months Ended | Nine Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| October 31, | October 31, | |||||||
| 2022 | 2021 | 2022 | 2021 | |||||
| Average selling price per gallon of ethanol | $ | 2.49 | $ | 2.31 | $ | 2.48 | $ | 2.12 |
| Average selling price per ton of dried distillers grains | $ | 230.29 | $ | 184.85 | $ | 232.51 | $ | 200.02 |
| Average selling price per pound of non-food grade corn oil | $ | 0.74 | $ | 0.59 | $ | 0.70 | $ | 0.47 |
| Average selling price per ton of modified distillers grains | $ | 116.49 | $ | 92.10 | $ | 120.23 | $ | 83.97 |
| Average cost per bushel of grain | $ | 7.52 | $ | 6.45 | $ | 7.28 | $ | 6.05 |
| Average cost of natural gas (per MmBtu) | $ | 7.15 | $ | 4.58 | $ | 6.69 | $ | 3.69 |
| REX American Resources Q3 ’22 Results, 12/1/22 | page 3 | |||||||
| --- | --- |
Third Quarter ConferenceCall
REX will host a conference call at 11:00 a.m. ET today to discuss the quarterly results and will host a question and answer session. The dial in number for the audio conference call is 212/231-2910 (domestic and international callers). Participants can also listen to a live webcast of the call on the Company’s website at, www.rexamerican.com. A webcast replay will be available for 30 days following the live event.
About REX AmericanResources Corporation
REX American Resources has interests in six ethanol production facilities, which in aggregate shipped approximately 699 million gallons of ethanol over the twelve-month period ended October 31, 2022. REX’s effective ownership of the trailing twelve-month gallons shipped (for the twelve months ended October 31, 2022) by the ethanol production facilities in which it has ownership interests was approximately 277 million gallons. 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, commodity market risk, gasoline and natural gas, ethanol plants operating efficiently and according to forecasts and projections, logistical interruptions, changes in the international, national or regional economies, the impact of inflation, the ability to attract employees, 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 |
| REX American Resources Q3 ’22 Results, 12/1/22 | page<br> 4 |
| --- | --- |
REX AMERICAN RESOURCES CORPORATION ANDSUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share amounts)
Unaudited
| Three Months Ended<br> October 31, | Nine Months Ended<br> October 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Net sales and revenue | $ | 220,277 | $ | 203,066 | $ | 654,833 | $ | 562,786 | ||||
| Cost of sales | 208,941 | 177,914 | 615,001 | 504,003 | ||||||||
| Gross profit | 11,336 | 25,152 | 39,832 | 58,783 | ||||||||
| Selling, general and administrative expenses | (7,886 | ) | (6,310 | ) | (22,237 | ) | (22,444 | ) | ||||
| Equity in income of unconsolidated ethanol affiliates | 661 | 349 | 6,210 | 2,763 | ||||||||
| Interest and other income, net | 1,983 | 35 | 10,338 | 117 | ||||||||
| Income before income taxes and noncontrolling interests | 6,094 | 19,226 | 34,143 | 39,219 | ||||||||
| Provision for income taxes | (1,196 | ) | (4,338 | ) | (7,374 | ) | (8,329 | ) | ||||
| Net income from continuing operations | 4,898 | 14,888 | 26,769 | 30,890 | ||||||||
| Net income attributable to noncontrolling interests (continuing operations) | (1,714 | ) | (1,562 | ) | (7,233 | ) | (4,585 | ) | ||||
| Net income attributable to REX common shareholders (continuing operations) | 3,184 | 13,326 | 19,536 | 26,305 | ||||||||
| Net income from discontinued operations, net of tax | - | 1,815 | - | 4,263 | ||||||||
| Net loss attributable to noncontrolling interests (discontinued operations) | - | 137 | - | 370 | ||||||||
| Net income attributable to REX common shareholders (discontinued operations) | - | 1,952 | - | 4,633 | ||||||||
| Net income attributable to REX common shareholders | $ | 3,184 | $ | 15,278 | $ | 19,536 | $ | 30,938 | ||||
| Weighted average shares outstanding - basic and diluted | 17,591 | 17,890 | 17,714 | 17,983 | ||||||||
| Basic and diluted net income per share from continuing operations attributable to REX common shareholders | $ | 0.18 | $ | 0.74 | $ | 1.10 | $ | 1.46 | ||||
| Basic and diluted net income per share from discontinued operations attributable to REX common shareholders | - | 0.11 | - | 0.26 | ||||||||
| Basic and diluted net income per share attributable to REX common shareholders | $ | 0.18 | $ | 0.85 | $ | 1.10 | $ | 1.72 |
- balance sheets follow -
| REX American Resources Q3 ’22 Results, 12/1/22 | page<br> 5 |
|---|
REX AMERICAN RESOURCES CORPORATION ANDSUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
Unaudited
| October 31,<br> 2022 | January 31,<br> 2022 | |||||
|---|---|---|---|---|---|---|
| ASSETS: | ||||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents | $ | 135,986 | $ | 229,846 | ||
| Short-term investments | 153,819 | 25,877 | ||||
| Restricted cash | 1,308 | 2,222 | ||||
| Accounts receivable | 22,675 | 25,821 | ||||
| Inventory | 42,045 | 42,225 | ||||
| Refundable income taxes | 6,611 | 6,677 | ||||
| Prepaid expenses and other | 11,576 | 12,499 | ||||
| Total current assets | 374,020 | 345,167 | ||||
| Property and equipment, net | 131,235 | 137,554 | ||||
| Operating lease right-of-use assets | 14,748 | 11,221 | ||||
| Deferred taxes and other assets | 21,267 | 25,853 | ||||
| Equity method investment | 33,769 | 30,566 | ||||
| TOTAL ASSETS | $ | 575,039 | $ | 550,361 | ||
| LIABILITIES AND EQUITY: | ||||||
| CURRENT LIABILITIES: | ||||||
| Accounts payable - trade | $ | 40,271 | $ | 32,266 | ||
| Current operating lease liabilities | 4,902 | 4,600 | ||||
| Accrued expenses and other current liabilities | 12,109 | 13,617 | ||||
| Total current liabilities | 57,282 | 50,483 | ||||
| LONG-TERM LIABILITIES: | ||||||
| Deferred taxes | 3,132 | 3,132 | ||||
| Long-term operating lease liabilities | 9,883 | 6,390 | ||||
| Other long-term liabilities | 2,997 | 2,794 | ||||
| Total long-term liabilities | 16,012 | 12,316 | ||||
| EQUITY: | ||||||
| REX shareholders’ equity: | ||||||
| Common stock | 299 | 299 | ||||
| Paid-in capital | 278 | - | ||||
| Retained earnings | 632,665 | 611,607 | ||||
| Treasury stock | (193,770 | ) | (181,114 | ) | ||
| Total REX shareholders’ equity | 439,472 | 430,792 | ||||
| Noncontrolling interests | 62,273 | 56,770 | ||||
| Total equity | 501,745 | 487,562 | ||||
| TOTAL LIABILITIES AND EQUITY | $ | 575,039 | $ | 550,361 |
- statements of cash flows follow -
| REX American Resources Q3 ’22 Results, 12/1/22 | page<br> 6 |
|---|
REX AMERICAN RESOURCES CORPORATION ANDSUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Unaudited
| Nine Months Ended<br> October 31, | ||||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||
| Net income including noncontrolling interests | $ | 26,769 | $ | 35,153 | ||
| Net income from discontinued operations, net of tax | - | 4,263 | ||||
| Net income from continuing operations | 26,769 | 30,890 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation | 13,503 | 13,505 | ||||
| Amortization of operating lease right-of-use assets | 4,105 | 4,128 | ||||
| Income from equity method investments | (6,210 | ) | (2,763 | ) | ||
| Dividends received from equity method investments | 3,007 | 1,504 | ||||
| Interest income from investments | (1,098 | ) | (36 | ) | ||
| Deferred income taxes | 4,964 | 5,840 | ||||
| Stock based compensation expense | 1,295 | 1,100 | ||||
| Gain on sale of property and equipment - net | (91 | ) | (1 | ) | ||
| Changes in assets and liabilities: | ||||||
| Accounts receivable | 3,146 | (20,313 | ) | |||
| Inventories | 180 | 7,673 | ||||
| Refundable income taxes | 66 | (332 | ) | |||
| Other assets | 649 | 1,912 | ||||
| Accounts payable - trade | 7,990 | 10,916 | ||||
| Other liabilities | (4,281 | ) | 2,776 | |||
| Net cash provided by operating activities from continuing operations | 53,994 | 56,799 | ||||
| Net cash used in operating activities from discontinued operations | - | (6,368 | ) | |||
| Net cash provided by operating activities | 53,994 | 50,431 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Capital Expenditures | (7,182 | ) | (4,245 | ) | ||
| Purchase of short-term investments | (307,371 | ) | (67,412 | ) | ||
| Sale of short-term investments | 180,527 | 82,022 | ||||
| Other | - | 40 | ||||
| Net cash (used in) provided by investing activities | (134,026 | ) | 10,405 | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Treasury stock acquired | (13,012 | ) | (6,627 | ) | ||
| Payments to noncontrolling interests holders | (1,730 | ) | (1,515 | ) | ||
| Net cash used in financing activities from continuing operations | (14,742 | ) | (8,142 | ) | ||
| Net cash provided by financing activities from discontinued operations | - | 280 | ||||
| Net cash used in financing activities | (14,742 | ) | (7,862 | ) | ||
| NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (94,774 | ) | 52,974 | |||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period | 232,068 | 146,158 | ||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH - End of period | $ | 137,294 | $ | 199,132 | ||
| Non-cash financing activities - Stock awards accrued | $ | 679 | $ | 972 | ||
| Non-cash financing activities - Stock awards issued | $ | 1,539 | $ | 100 | ||
| Non-cash investing activities - Accrued capital expenditures | $ | 93 | $ | 34 | ||
| Right-of-use assets acquired and liabilities incurred upon lease execution | $ | 7,632 | $ | 3,267 |