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): September 8, 2010
REX AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-09097 |
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31-1095548 |
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(State or other jurisdiction |
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(Commission File No.) |
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(IRS Employer Identification No.) |
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of incorporation) |
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2875 Needmore Road, Dayton, Ohio |
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45414 |
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(Address of principal executive offices) |
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(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:
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o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 2.02. |
Results of Operations and Financial Condition |
On September 8, 2010, REX American Resources Corporation issued a press release announcing financial results for the three month period ended July 31, 2010. The press release is furnished as Exhibit 99 to this report.
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Item 9.01. |
Financial Statements and Exhibits |
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(d) |
Exhibits. The following exhibits are furnished with this report: |
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99 Press Release dated September 8, 2010 |
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.
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REX AMERICAN RESOURCES CORPORATION |
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Date: September 8, 2010 |
By: /s/ DOUGLAS L. BRUGGEMAN |
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Name: |
Douglas L. Bruggeman |
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Title: |
Vice President - Finance, |
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Chief Financial Officer |
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and Treasurer |
EXHIBIT 99
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News Announcement |
For Immediate Release |
REX AMERICAN RESOURCES REPORTS Q2 EPS OF $0.12 VERSUS $0.09
- Q2 ‘10 Revenue Grows To $65.1
Million From $17.1 Million
Reflecting Expanded Portfolio of Ethanol Production Plants -
- Future Periods to Reflect Recently
Acquired 48% Interest in Ethanol Facility
which Increased REX’s Ethanol Production Interests by Approximately 33% -
Dayton, Ohio, (September 8, 2010) — REX American Resources Corporation (NYSE: REX) today announced financial results for its fiscal 2010 second quarter (“Q2 ‘10”) ended July 31, 2010.
In July, REX acquired an approximate 48% equity ownership interest in NuGen Energy, LLC (“NuGen”) with the transaction effective June 30, 2010. Given that REX recognizes operating results from its ethanol interests on a quarterly calendar basis (e.g. REX’s fiscal second quarter includes ethanol results from April 1, 2010 through June 30, 2010), the fiscal 2010 second quarter does not include operating results related to REX’s NuGen interest.
For Q2 ‘10, REX’s income from continuing operations before income taxes and non-controlling interests rose to $0.8 million compared to a $1.1 million loss in Q2 ‘09. Q2 ‘10 pre-tax income from continuing operations benefited from $1.1 million of equity in income of unconsolidated ethanol affiliates compared with $0.2 million in Q2 ‘09. Q2 ‘10 pre-tax income from continuing operations is inclusive of a $0.4 million non-cash real estate impairment charge as well as a $1.9 million loss on derivative financial instruments related to two interest rate swaps at One Earth. In the comparable year ago period REX incurred a $0.1 million loss on derivative financial instruments.
In the quarter ended July 31, 2010, REX generated income from continuing operations net of taxes and non-controlling interests of $0.5 million, or $0.04 per diluted share, compared with a loss net of taxes and non-controlling interests of $0.7 million, or $(0.07) per diluted share, in Q2 ‘09.
-more-
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REX Reports Q2 Results, 9/8/10 |
page 2 |
Reflecting income and gains from discontinued operations totaling $0.8 million, or $0.08 per diluted share, REX’s Q2 ‘10 net income attributable to common shareholders was $1.2 million, or $0.12 per diluted share. Net income attributable to common shareholders in Q2 ‘09 of $0.8 million, or $0.09 per diluted share, included income and gains from discontinued operations totaling $1.5 million, or $0.16 per diluted share. Per share results are based on 9,976,000 and 9,231,000 diluted weighted average shares outstanding for the Q2 ‘10 and Q2 ‘09 quarters, respectively.
Stuart Rose, Chairman and Chief Executive Officer commented on the results, “Strong Q2 2010 net sales and revenue growth reflects our expanded portfolio of ethanol production facilities including the commencement last year of ethanol production at the One Earth Energy facility in which we have a controlling interest. Reflecting the revenue growth our alternative energy segment swung to a profit of $2.2 million from a loss of $0.6 million in the comparable year ago period.
“During the quarter we acquired a 48% equity ownership interest in NuGen Energy for $9.2 million with a commitment of up to an additional $6.5 million based upon NuGen’s future profitability. The NuGen investment increased REX’s ethanol production interests by approximately 33% to approximately 191 million gallons per year of annual nameplate capacity. Net of the NuGen investment and $3.3 million allocated to share repurchases during the quarter, we ended July with approximately $74.0 million of cash at the parent company and plan to selectively pursue additional investments in ethanol production facilities or other attractively valued renewable resource or industrial project opportunities.”
At July 31, 2010, REX had cash and cash equivalents of $89.6 million, including $74.0 million of cash at the parent company (exclusive of approximately $15.6 million of cash at consolidated ethanol production facilities), compared with cash and cash equivalents of $100.4 million at January 31, 2010 including $82.5 million of cash at the parent company (exclusive of approximately $17.9 million of cash at consolidated ethanol production facilities).
REX repurchased 187,270 shares of its common stock in open market transactions in Q2 ‘10 at an average price of $17.52, and in the fiscal 2010 third quarter to date has repurchased an additional 142,188 share at an average price of $15.15. REX is presently authorized to repurchase up to 151,243 additional shares of common stock.
-more-
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REX Reports Q2 Results, 9/8/10 |
page 3 |
At July 31, 2010, REX had lease or sub-lease agreements, as landlord for all or parts of 12 former retail store locations (including one property that REX leases and sub-leases). REX also has 26 former retail stores and one former distribution center that were vacant at July 31, 2010 which it is marketing to lease or sell. In addition, one former distribution center is partially leased, partially occupied by the REX corporate office and partially vacant. The Q2 ‘10 real estate revenue reflects rental income derived from these sites.
REX exited its retail operations in fiscal 2009, and the retail operations results are classified as discontinued operations. Certain amounts differ from those previously reported as a result of retail operations and certain real estate assets being reclassified as discontinued operations. In Q2 ‘10 REX recorded $0.8 million of income and gains from discontinued operations, net of tax compared with $1.5 million of income and gains from discontinued operations, net of tax in Q2 ‘09.
The table below summarizes net sales and revenue from REX’s alternative energy and real estate segments and income (loss) from continuing operations for the three- and six-month periods ended July 31, 2010 and July 31, 2009.
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($ in thousands) |
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Three Months |
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Six Months Ended |
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2010 |
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2009 |
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2010 |
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2009 |
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Net sales and revenue: |
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Alternative energy (1) |
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$ |
64,801 |
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$ |
16,810 |
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$ |
135,823 |
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$ |
30,927 |
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Real estate |
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329 |
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324 |
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597 |
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454 |
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Total net sales and revenues |
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$ |
65,130 |
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$ |
17,134 |
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$ |
136,420 |
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$ |
31,381 |
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Segment profit (loss): |
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Alternative energy segment profit (loss) (1) |
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$ |
2,223 |
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$ |
(558 |
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$ |
10,705 |
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$ |
(2,354 |
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Real estate segment (loss) |
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(716 |
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(87 |
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(1,146 |
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(51 |
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Corporate expense |
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(746 |
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(464 |
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(1,450 |
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(937 |
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Interest expense |
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(47 |
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(52 |
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(149 |
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(253 |
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Investment income |
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79 |
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73 |
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207 |
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181 |
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Income (loss) from continuing operations before income taxes and noncontrolling interests |
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$ |
793 |
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$ |
(1,088 |
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$ |
8,167 |
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$ |
(3,414 |
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(1) |
Includes results attributable to non-controlling interest of approximately 44% for Levelland Hockley and 26% for One Earth. |
-more-
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REX Reports Q2 Results, 9/8/10 |
page 4 |
Supplemental Data Related to REX’s Alternative Energy Interests
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REX American Resources Corporation |
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Entity |
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Nameplate |
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REX’s |
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REX’s |
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Debt |
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REX Effective |
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One Earth Energy, LLC |
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100M |
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$ |
50.8 |
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74 |
% |
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— |
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74.0M |
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Levelland Hockley County Ethanol,
LLC |
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40M |
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$ |
16.5 |
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56 |
% |
$ |
7.4 |
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22.4M |
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NuGen Energy, LLC |
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100M |
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$ |
9.2 |
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48 |
% |
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— |
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48.0M |
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Patriot Renewable Fuels, LLC |
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100M |
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$ |
16.0 |
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23 |
% |
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— |
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23.0M |
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Big River Resources, LLC |
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92M |
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10 |
% |
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— |
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9.2M |
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Big River Resources, LLC |
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100M |
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$ |
20.0 |
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10 |
% |
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— |
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10.0M |
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Big River United Energy, LLC |
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100M |
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5 |
% |
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— |
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5.0M |
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Total |
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632M |
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$ |
112.5 |
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n/a |
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$ |
7.4 |
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191.6M |
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(1) |
REX currently has a funding commitment of $1.5 million for Levelland Hockley as part of a $4 million line of credit. |
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(2) |
REX acquired its interest in NuGen effective 6/30/10 and has committed to fund up to an additional $6.5 million based upon the future profitability of NuGen. |
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(3) |
REX has a 10% ownership interest in Big River Resources, LLC which owns 100% of the West Burlington and Galva plants and acquired a 50.5% interest in the Dyersville plant in August 2009. |
The following table summarizes select data related to the Company’s alternative energy interests:
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($ in millions) |
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Three Months Ended July 31, |
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Six Months Ended July 31, |
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2010 |
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2009 |
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2010 |
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2009 |
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Sales of Products: |
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Alternative Energy Segment |
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Ethanol |
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$ |
53.8 |
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83 |
% |
$ |
13.3 |
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79 |
% |
$ |
113.3 |
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83 |
% |
$ |
23.8 |
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77 |
% |
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Dried distiller grains |
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9.3 |
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14 |
% |
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1.6 |
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10 |
% |
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18.5 |
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14 |
% |
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3.1 |
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10 |
% |
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Wet distiller grains |
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1.7 |
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3 |
% |
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1.8 |
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11 |
% |
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3.7 |
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3 |
% |
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3.7 |
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12 |
% |
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Other |
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— |
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— |
% |
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0.1 |
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— |
% |
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0.3 |
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— |
% |
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0.3 |
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1 |
% |
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TOTAL ALTERNATIVE ENERGY SALES |
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$ |
64.8 |
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100 |
% |
$ |
16.8 |
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100 |
% |
$ |
135.8 |
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100 |
% |
$ |
30.9 |
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100 |
% |
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-more-
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REX Reports Q2 Results, 9/8/10 |
page 5 |
The following table summarizes selected operating data from Levelland Hockley and One Earth, the Company’s consolidated ethanol production facilities:
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Three
Months Ended |
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Six
Months Ended |
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2010 |
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2009 |
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2010 |
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2009 |
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Average selling price per gallon of ethanol |
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$ |
1.56 |
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$ |
1.62 |
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$ |
1.64 |
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$ |
1.59 |
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Average selling price per ton of dried distiller grains |
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$ |
113.47 |
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$ |
159.00 |
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$ |
116.50 |
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$ |
160.00 |
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Average selling price per ton of wet distiller grains |
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$ |
33.26 |
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$ |
54.00 |
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$ |
32.31 |
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$ |
51.00 |
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Average cost per bushel of grain |
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$ |
3.62 |
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$ |
3.38 |
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$ |
3.67 |
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$ |
3.56 |
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Average cost of natural gas (per mmbtu) |
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$ |
4.47 |
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$ |
4.71 |
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$ |
5.04 |
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$ |
5.36 |
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Segment Balance Sheet Data
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July 31, 2010 |
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January 31, 2010 |
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Assets: |
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Alternative energy |
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$ |
306,592 |
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$ |
302,228 |
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Real estate |
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30,712 |
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31,796 |
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Corporate |
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99,116 |
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117,481 |
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Total assets |
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$ |
436,420 |
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$ |
451,505 |
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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 impact of legislative changes, the price volatility and availability of corn, sorghum, dried distiller grains, ethanol, gasoline and natural gas, ethanol plants operating efficiently and according to forecasts and projections, changes in the national or regional economies, weather, the effects of terrorism or acts of war, changes in real estate market conditions and the impact of Internal Revenue Service audits. The Company does not intend to update publicly any forward-looking statements except as required by law.
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Douglas Bruggeman |
Joseph Jaffoni/David Collins |
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Chief Financial Officer |
Jaffoni & Collins |
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937/276-3931 |
212/835-8500 |
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rex@jcir.com |
-tables follow-
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REX Reports Q2 Results, 9/8/10 |
page 6 |
REX AMERICAN RESOURCES
CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of
Operations
(in thousands, except per share amounts)
Unaudited
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Three
Months |
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Six
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2010 |
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2009 |
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2010 |
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2009 |
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Net sales and revenue |
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$ |
65,130 |
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$ |
17,134 |
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$ |
136,420 |
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$ |
31,381 |
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Cost of sales |
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|
60,470 |
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|
15,945 |
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|
123,658 |
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|
29,852 |
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Gross profit |
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4,660 |
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|
1,189 |
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|
12,762 |
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|
1,529 |
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Selling, general and administrative expenses |
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(1,858 |
) |
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(1,628 |
) |
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(3,960 |
) |
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(2,756 |
) |
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Interest income |
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|
124 |
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|
114 |
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|
238 |
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|
259 |
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Interest expense |
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(1,338 |
) |
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(811 |
) |
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(2,710 |
) |
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(1,604 |
) |
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Loss on early termination of debt |
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— |
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(28 |
) |
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(48 |
) |
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(100 |
) |
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Equity in income (loss) of unconsolidated ethanol affiliates |
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|
1,083 |
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|
184 |
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|
3,930 |
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(77 |
) |
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Losses on derivative financial instruments, net |
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(1,878 |
) |
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(108 |
) |
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(2,045 |
) |
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(665 |
) |
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Income (loss) from continuing operations before provision/benefit for income taxes and discontinued operations |
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|
793 |
|
|
(1,088 |
) |
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8,167 |
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(3,414 |
) |
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(Provision) benefit for income taxes |
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(483 |
) |
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208 |
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(2,939 |
) |
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891 |
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Income (loss) from continuing operations including noncontrolling interests |
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|
310 |
|
|
(880 |
) |
|
5,228 |
|
|
(2,523 |
) |
|
Income from discontinued operations, net of tax |
|
|
765 |
|
|
1,272 |
|
|
1,452 |
|
|
690 |
|
|
Gain on disposal of discontinued operations, net of tax |
|
|
19 |
|
|
249 |
|
|
19 |
|
|
122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) including noncontrolling interests |
|
|
1,094 |
|
|
641 |
|
|
6,699 |
|
|
(1,711 |
) |
|
Net loss (income) attributable to noncontrolling interests |
|
|
140 |
|
|
196 |
|
|
(1,277 |
) |
|
817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to REX common shareholders |
|
$ |
1,234 |
|
$ |
837 |
|
$ |
5,422 |
|
$ |
(894 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding – basic |
|
|
9,790 |
|
|
9,231 |
|
|
9,815 |
|
|
9,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic income (loss) per share from continuing operations attributable to REX common shareholders |
|
$ |
0.05 |
|
$ |
(0.07 |
) |
$ |
0.40 |
|
$ |
(0.18 |
) |
|
Basic income per share from discontinued operations attributable to REX common shareholders |
|
|
0.08 |
|
|
0.14 |
|
|
0.15 |
|
|
0.07 |
|
|
Basic income per share on disposal of discontinued operations attributable to REX common shareholders |
|
|
— |
|
|
0.02 |
|
|
— |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share attributable to REX common shareholders |
|
$ |
0.13 |
|
$ |
0.09 |
|
$ |
0.55 |
|
$ |
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding – diluted |
|
|
9,976 |
|
|
9,231 |
|
|
10,010 |
|
|
9,264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted income (loss) per share from continuing operations attributable to REX common shareholders |
|
$ |
0.04 |
|
$ |
(0.07 |
) |
$ |
0.39 |
|
$ |
(0.18 |
) |
|
Diluted income per share from discontinued operations attributable to REX common shareholders |
|
|
0.08 |
|
|
0.14 |
|
|
0.15 |
|
|
0.07 |
|
|
Diluted income per share on disposal of discontinued operations attributable to REX common shareholders |
|
|
— |
|
|
0.02 |
|
|
— |
|
|
0.01 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income (loss) per share attributable to REX common shareholders |
|
$ |
0.12 |
|
$ |
0.09 |
|
$ |
0.54 |
|
$ |
(0.10 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to REX common shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations, net of tax |
|
$ |
450 |
|
$ |
(684 |
) |
$ |
3,951 |
|
$ |
(1,706 |
) |
|
Income from discontinued operations, net of tax |
|
|
784 |
|
|
1,521 |
|
|
1,471 |
|
|
812 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,234 |
|
$ |
837 |
|
$ |
5,422 |
|
$ |
(894 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Certain amounts differ from those previously reported as a result of retail operations and certain real estate assets being reclassified as discontinued operations. |
|||||||||||||
- balance sheet follows -
|
|
|
|
REX Reports Q2 Results, 9/8/10 |
page 7 |
|
|
|
REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES |
|
Consolidated Condensed Balance Sheets |
|
(in thousands) Unaudited |
|
|
|
|
|
|
|
|
|
|
|
|
July 31, |
|
January 31, |
|
||
|
|
|
|
|
|
|
||
|
Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
89,616 |
|
$ |
100,398 |
|
|
Accounts receivable, net |
|
|
8,892 |
|
|
9,123 |
|
|
Inventory, net |
|
|
6,372 |
|
|
8,698 |
|
|
Refundable income taxes |
|
|
5,793 |
|
|
12,813 |
|
|
Prepaid expenses and other |
|
|
4,210 |
|
|
2,691 |
|
|
Deferred taxes, net |
|
|
5,000 |
|
|
6,375 |
|
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
119,883 |
|
|
140,098 |
|
|
Property and equipment, net |
|
|
237,608 |
|
|
246,874 |
|
|
Other assets |
|
|
7,734 |
|
|
8,880 |
|
|
Deferred taxes, net |
|
|
8,500 |
|
|
8,468 |
|
|
Equity method investments |
|
|
61,095 |
|
|
44,071 |
|
|
Investments in debt instruments |
|
|
— |
|
|
1,014 |
|
|
Restricted investments and deposits |
|
|
1,600 |
|
|
2,100 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
436,420 |
|
$ |
451,505 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity: |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current portion of long-term debt and capital lease obligations, alternative energy |
|
$ |
13,514 |
|
$ |
12,935 |
|
|
Current portion of long-term debt, other |
|
|
329 |
|
|
371 |
|
|
Accounts payable, trade |
|
|
6,107 |
|
|
6,976 |
|
|
Deferred income |
|
|
5,762 |
|
|
7,818 |
|
|
Accrued restructuring charges |
|
|
475 |
|
|
511 |
|
|
Accrued real estate taxes |
|
|
1,196 |
|
|
2,968 |
|
|
Derivative financial instruments |
|
|
2,023 |
|
|
1,829 |
|
|
Other current liabilities |
|
|
5,584 |
|
|
5,442 |
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
34,990 |
|
|
38,850 |
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities: |
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligations, alternative energy |
|
|
106,317 |
|
|
124,093 |
|
|
Long-term debt, other |
|
|
2,098 |
|
|
2,596 |
|
|
Deferred income |
|
|
4,030 |
|
|
6,396 |
|
|
Derivative financial instruments |
|
|
4,196 |
|
|
4,055 |
|
|
Other |
|
|
4,916 |
|
|
419 |
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
|
121,557 |
|
|
137,559 |
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
REX shareholders’ equity: |
|
|
|
|
|
|
|
|
Common stock |
|
|
299 |
|
|
299 |
|
|
Paid-in capital |
|
|
142,270 |
|
|
141,698 |
|
|
Retained earnings |
|
|
296,406 |
|
|
290,984 |
|
|
Treasury stock |
|
|
(188,852 |
) |
|
(186,407 |
) |
|
Accumulated other comprehensive income, net of tax |
|
|
— |
|
|
49 |
|
|
|
|
|
|
|
|
|
|
|
Total REX shareholders’ equity |
|
|
250,123 |
|
|
246,623 |
|
|
Noncontrolling interests |
|
|
29,750 |
|
|
28,473 |
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
279,873 |
|
|
275,096 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
436,420 |
|
$ |
451,505 |
|
|
|
|
|
|
|
|
|
|
# # #