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 25, 2023
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 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 25, 2023, REX American Resources Corporation issued a press release announcing financial results for the three-month period ended April 30, 2023. 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 May 25, 2023 | |
| 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: May 25, 2023 | By: | /s/ DOUGLAS L. BRUGGEMAN |
| Name: Douglas L. Bruggeman | ||
| Title: Vice President - Finance, | ||
| Chief Financial Officer | ||
| and Treasurer |
Exhibit 99
| News Announcement | For Immediate Release |
|---|
REX AMERICAN RESOURCES REPORTS FISCAL2023 FIRST QUARTER NET INCOME PER SHARE ATTRIBUTABLE TO REX COMMON SHAREHOLDERS OF $0.30
Publishes Inaugural Sustainability Report
Dayton, Ohio, (May 25, 2023) -- REX American Resources Corporation (NYSE: REX) (“REX” or “the Company”) today reported financial results for its fiscal 2023 first quarter (“Q1 ‘23”) ended April 30, 2023. REX management will host a conference call and webcast today at 11:00 a.m. ET.
| Conference Call: | 212/231-2905 |
|---|---|
| Webcast / Replay URL: | www.rexamerican.com |
| The webcast will be available<br> for replay for 30 days. |
REX American Resources’ Q1 ‘23 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.
REX’s Q1 ‘23 net sales and revenue rose 9.5% to $212.7 million from $194.2 million in Q1 ‘22. The year-over-year net sales and revenue increase primarily reflects an increase in the quantities sold of ethanol, dried distillers grains and distillers corn oil as well as higher prices for dried and modified distillers grains. Q1 ‘23 gross profit increased 26.2% to $15.0 million, from $11.9 million in Q1 ‘22, while SG&A increased to $10.6 million. This led to Q1 ‘23 income before income taxes and non-controlling interests of $8.7 million, compared with $8.8 million in the comparable year ago period.
Net income attributable to REX shareholders was $5.2 million in both Q1 ‘23 and Q1 ‘22. Q1 ‘23 basic and diluted net income per share attributable to REX common shareholders was $0.30, compared to $0.29 per share in Q1 ‘22. Per share results for Q1 ‘23 and Q1 ‘22 are based on 17,439,000 and 17,836,000 diluted weighted average shares outstanding, respectively, reflecting the Company’s 3-for-1 common stock split effected August 5, 2022.
REX American Resources’ Chief Executive Officer, Zafar Rizvi, commented, “Our first quarter results mark our eleventh consecutive quarter of profitability as we have consistently offset challenges related to the industry and economy. The first quarter results reflect the positive trends across our operating margins as the quarter progressed as well as the continued disciplined and efficient operation of our plants.
| REX American Resources Q1 ‘23 Results, 5/25/23 | page 2 |
|---|
“We recently published REX’s inaugural Sustainability Report which is available on our website and highlights our commitment to addressing the sustainable economy and our social responsibilities. We continue to strategically invest in initiatives that we expect will generate attractive rates of return, including enhanced production and energy efficiency at our plants, which are intended to reduce the carbon intensity of our plants. In addition, we continue to advance our One Earth carbon capture project and remain excited by the significant opportunities this initiative holds. Our NuGen Energy facility recently reached an agreement to be part of Summit Carbon Solutions’ carbon capture and storage pipeline, which we believe will further advance our sustainability goals.
“Our healthy financial foundation, company-wide focus on operational excellence and the effectiveness of our plant operations teams reinforce our confidence in our ability to extend our long track record of leading industry results. As we look to the balance of fiscal 2023 and beyond, we intend to continue our strategic investments in the efficiency and capacity of our plants and moving our carbon capture and sequestration initiatives forward.”
Balance Sheet
As of April 30, 2023, REX had cash and cash equivalents and short-term investments of $265.8 million, $34.2 million of which was at the parent company, and $231.6 million of which was at its consolidated production facilities. This compares with cash, cash equivalents and short-term investments at January 31, 2023, of $280.9 million, $42.1 million of which was at the parent company, and $238.8 million of which was at its consolidated ethanol production facilities.
The following table summarizes selectdata related to REX’s
consolidated alternative energy interests:
| Three Months Ended<br> April 30, | ||||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Average selling price per gallon of ethanol | $ | 2.21 | $ | 2.28 |
| Average selling price per ton of dried distillers grains | $ | 244.85 | $ | 218.90 |
| Average selling price per pound of distillers corn oil | $ | 0.63 | $ | 0.63 |
| Average selling price per ton of modified distillers grains | $ | 127.58 | $ | 118.09 |
| Ethanol gallons sold (in millions) | 71.5 | 64.5 |
First 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 212/231-2905 (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.
| REX American Resources Q1 ‘23 Results, 5/25/23 | page 3 |
|---|
About REX AmericanResources Corporation
REX American Resources has interests in six ethanol production facilities, which in aggregate shipped approximately 688 million gallons of ethanol over the twelve-month period ended April 30, 2023. REX’s effective ownership of the trailing twelve-month gallons shipped (for the twelve months ended April 30, 2023) by the ethanol production facilities in which it has ownership interests was approximately 266 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, distillers 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 Q1 ‘23 Results, 5/25/23 | page 4 |
| --- | --- |
REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIESConsolidated Statements of Operations(in thousands, except per share amounts)Unaudited**
| Three Months Ended<br> April 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| Net sales and revenue | $ | 212,714 | $ | 194,228 | ||
| Cost of sales | 197,685 | 182,316 | ||||
| Gross profit | 15,029 | 11,912 | ||||
| Selling, general and administrative expenses | (10,632 | ) | (5,203 | ) | ||
| Equity in income of unconsolidated ethanol affiliates | 1,490 | 1,951 | ||||
| Interest and other income, net | 2,801 | 174 | ||||
| Income before income taxes and noncontrolling interests | 8,688 | 8,834 | ||||
| Provision for income taxes | (1,988 | ) | (1,848 | ) | ||
| Net income | 6,700 | 6,986 | ||||
| Net income attributable to noncontrolling interests | (1,464 | ) | (1,804 | ) | ||
| Net income attributable to REX common shareholders | $ | 5,236 | $ | 5,182 | ||
| Weighted average shares outstanding - basic and diluted | 17,439 | 17,836 | ||||
| Basic and diluted net income per share attributable to REX common shareholders | $ | 0.30 | $ | 0.29 |
- balance sheets follow -
| REX American Resources Q1 ‘23 Results, 5/25/23 | page 5 |
|---|
REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)Unaudited
| ASSETS: | April 30,<br> 2023 | January 31,<br> 2023 | ||||
|---|---|---|---|---|---|---|
| CURRENT ASSETS: | ||||||
| Cash and cash equivalents | $ | 77,667 | $ | 69,612 | ||
| Short-term investments | 188,143 | 211,331 | ||||
| Restricted cash | 3,379 | 1,735 | ||||
| Accounts receivable | 29,217 | 25,162 | ||||
| Inventory | 41,299 | 48,744 | ||||
| Refundable income taxes | 4,983 | 2,962 | ||||
| Prepaid expenses and other | 16,268 | 13,098 | ||||
| Total current assets | 360,956 | 372,644 | ||||
| Property and equipment, net | 135,125 | 135,497 | ||||
| Operating lease right-of-use assets | 13,907 | 15,214 | ||||
| Deferred taxes and other assets | 22,018 | 23,179 | ||||
| Equity method investment | 34,535 | 33,045 | ||||
| TOTAL ASSETS | $ | 566,541 | $ | 579,579 | ||
| LIABILITIES AND EQUITY: | ||||||
| CURRENT LIABILITIES: | ||||||
| Accounts payable - trade | $ | 17,874 | $ | 34,091 | ||
| Current operating lease liabilities | 5,142 | 5,180 | ||||
| Accrued expenses and other current liabilities | 13,173 | 15,328 | ||||
| Total current liabilities | 36,189 | 54,599 | ||||
| LONG-TERM LIABILITIES: | ||||||
| Deferred taxes | 1,097 | 1,097 | ||||
| Long-term operating lease liabilities | 8,696 | 9,855 | ||||
| Other long-term liabilities | 3,158 | 3,034 | ||||
| Total long-term liabilities | 12,951 | 13,986 | ||||
| EQUITY: | ||||||
| REX shareholders’ equity: | ||||||
| Common stock | 299 | 299 | ||||
| Paid-in capital | 940 | 578 | ||||
| Retained earnings | 646,062 | 640,826 | ||||
| Treasury stock | (193,660 | ) | (193,721 | ) | ||
| Total REX shareholders’ equity | 453,641 | 447,982 | ||||
| Noncontrolling interests | 63,760 | 63,012 | ||||
| Total equity | 517,401 | 510,994 | ||||
| TOTAL LIABILITIES AND EQUITY | $ | 566,541 | $ | 579,579 |
- statements of cash flows follow -
| REX American Resources Q1 ‘23 Results, 5/25/23 | page 6 |
|---|
REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Unaudited
| Three Months Ended<br> April 30, | ||||||
|---|---|---|---|---|---|---|
| 2023 | 2022 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income including noncontrolling interests | $ | 6,700 | $ | 6,986 | ||
| Adjustments to reconcile net income to net cash used in<br> operating activities: | ||||||
| Depreciation | 4,420 | 4,459 | ||||
| Amortization of operating lease right-of-use assets | 1,334 | 1,430 | ||||
| Income from equity method investments | (1,490 | ) | (1,951 | ) | ||
| Interest income from investments | (2,052 | ) | (148 | ) | ||
| Deferred income taxes | 1,342 | 1,161 | ||||
| Stock based compensation expense | 612 | 218 | ||||
| (Gain) loss on sale of property and equipment - net | (10 | ) | 5 | |||
| Changes in assets and liabilities: | ||||||
| Accounts receivable | (4,055 | ) | 381 | |||
| Inventories | 7,445 | (14,163 | ) | |||
| Refundable income taxes | (2,021 | ) | 581 | |||
| Other assets | (3,342 | ) | (3,529 | ) | ||
| Accounts payable - trade | (16,066 | ) | (13,233 | ) | ||
| Other liabilities | (3,444 | ) | 124 | |||
| Net cash used in operating activities | (10,627 | ) | (17,679 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Capital Expenditures | (4,199 | ) | (1,462 | ) | ||
| Purchase of short-term investments | (102,348 | ) | (161,599 | ) | ||
| Sale of short-term investments | 127,588 | 20,278 | ||||
| Deposits | (9 | ) | - | |||
| Proceeds from sale of real estate and property and equipment | 10 | - | ||||
| Net cash provided by (used in) investing activities | 21,042 | (142,783 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Payments to noncontrolling interests holders | (716 | ) | (1 | ) | ||
| Net cash used in financing activities | (716 | ) | (1 | ) | ||
| NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 9,699 | (160,463 | ) | |||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH - Beginning of period | 71,347 | 232,068 | ||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH - End of period | $ | 81,046 | $ | 71,605 | ||
| Non-cash financing activities - Stock awards accrued | $ | 189 | $ | 174 | ||
| Non-cash investing activities - Accrued capital expenditures | $ | 274 | $ | 205 | ||
| Right-of-use assets acquired and liabilities incurred upon lease execution | $ | 97 | $ | 3,460 |