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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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WASHINGTON, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): June 1, 2011 |
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REX AMERICAN RESOURCES CORPORATION |
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(Exact name of registrant as specified in its charter) |
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Delaware |
001-09097 |
31-1095548 |
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(State or other jurisdiction |
(Commission File No.) |
(IRS Employer Identification No.) |
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of incorporation) |
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2875 Needmore Road, Dayton, Ohio |
45414 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: (937) 276-3931 |
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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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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 |
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On June 1, 2011, REX American Resources Corporation issued a press release announcing financial results for the three month period ended April 30, 2011. 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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(c) Exhibits. The following exhibits are furnished with this report: |
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99 Press Release dated June 1, 2011 |
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: June 1, 2011 |
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 and Treasurer |
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Exhibit 99
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News Announcement |
For Immediate Release |
REX AMERICAN RESOURCES’ Q1 EPS ROSE 16.7%
TO $0.49
REFLECTING GROWTH OF ALTERNATIVE ENERGY SEGMENT
Dayton, Ohio, (June 1, 2011) — REX American Resources Corporation (NYSE: REX) today announced results for its fiscal 2011 first quarter (“Q1 ‘11”) ended April 30, 2011. The Company will review the results today in a conference call and webcast at 11:00 a.m. ET.
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Conference Call: |
212/231-2930 |
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Webcast / Replay URL: |
www.rexamerican.com/Corp/Page4.aspx |
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The webcast will be available for replay for 30 days |
Net income attributable to REX shareholders in Q1 ‘11 was $4.7 million, or $0.49 per diluted share, compared with $4.2 million, or $0.42 per diluted share in the comparable year ago period. Q1 ‘11 income from continuing operations net of tax attributable to REX shareholders was $4.1 million, or $0.43 per diluted share, compared with $3.7 million, or $0.36 per diluted share, in Q1 ‘10. In both Q1 ‘11 and Q1 ‘10 REX recorded income and gains from discontinued operations totaling $0.5 million, or $0.06 per diluted share. Per share results in Q1 ‘11 and Q1 ‘10 are based on 9,560,000 and 10,045,000 diluted weighted average shares outstanding, respectively.
REX’s Q1 ‘11 net sales and revenue rose 13.9% to $81.2 million from $71.3 million in Q1 ‘10 primarily reflecting a 35.8% increase in ethanol pricing and higher dried distiller grain (DDG) prices which more than offset the deconsolidation of REX’s Levelland Hockley County Ethanol (LHCE) operations at year-end FY 2010. REX recognizes results from its ethanol interests on a quarterly calendar basis, and as a result, REX’s Q1 ‘11 includes results from ethanol operations for the period January 1, 2011 through March 31, 2011. REX’s Q1 ‘11 results primarily reflect its alternative energy segment interests in six operating ethanol production facilities of which one is consolidated (74%-owned One Earth) and five are reported as equity in income of unconsolidated ethanol affiliates. As reviewed below, REX’s seventh facility was consolidated in Q1 ‘10 but deconsolidated in Q1 ‘11 results.
Gross profit from REX’s consolidated operations declined to $4.7 million in Q1 ‘11 compared to $8.2 million in Q1’ 10 as a result of substantially lower crush spreads partially offset by a 50% increase in REX’s realized DDG prices and lower natural gas prices. In Q1 ‘11, equity in income of unconsolidated ethanol affiliates increased 103.1% to $5.8 million from $2.8 million in Q1 ‘10 primarily due to the contribution from REX’s June 2010 purchase of a 48% interest in NuGen Energy. REX’s Q1 ‘11 income from continuing operations before income taxes and non-controlling interests increased to $7.7 million compared to $7.5 million in Q1 ‘10, principally due to the increase in equity in income of unconsolidated ethanol affiliates.
-more-
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REX Reports Q1 Results, 6/1/11 |
page 2 |
Deconsolidation of LHCE Operations
As a result of operating challenges at LHCE principally
related to grain pricing and availability, the LHCE facility ceased production
in early January 2011. Effective January 31, 2011 REX reduced its equity
interest in LHCE to 49% from 56% and wrote-off the carrying value of its
investments in LHCE to zero. As a result, LHCE operations are not reflected in
REX’s Q1 ‘11 financial statements, however they were consolidated in the
financial statements for Q1 ‘10. The consolidation of LHCE’s loss in Q1 ‘10
impacted REX’s net income by approximately $0.4 million in the year-ago
quarter. LHCE filed for voluntary Chapter 11 bankruptcy on April 27, 2011.
Balance Sheet and Share Repurchase Program
At April 30, 2011, REX had cash and cash equivalents of
$97.0 million, $80.2 million of which was at the parent and $16.8 million of
which was at its consolidated ethanol production facility. This compares with
cash and cash equivalents of $91.0 million at January 31, 2011, $72.7 million
of which was at the parent and $18.3 million of which was at its consolidated
ethanol production facility. REX repurchased 29,106 common shares in Q1 ‘11 at
an average price of $16.39. REX was authorized to repurchase up to 438,938
shares of its common stock as of April 30, 2011.
REX CEO, Stuart Rose, commented, “REX achieved both top- and bottom-line growth in the first quarter despite challenging ethanol feedstock pricing which impacted crush spread margins. A 50% increase in DDG pricing coupled with lower natural gas costs enabled REX to generate profitable results in the period. REX’s improved results reflect a contribution from our NuGen investment, excellent operational performance across our operating ethanol portfolio despite a difficult environment, and the absence of any further operating drag from LHCE. In addition, our operating ethanol plants produced at a rate, on average, approximately 13% above their stated nameplate capacity.
“The fiscal 2011 second quarter alternative energy segment (which reflects results for April, May and June) continues to be challenged by commodity pricing. Fortunately, REX continues to possess a very strong balance sheet with substantial liquidity. We believe this positions REX to pursue, on an opportunistic basis, additional renewable resource or industrial project opportunities where we see the potential for attractive returns. We also remain committed to the ongoing, opportunistic repurchase of our common stock at prices well below tangible book value. We believe such investments deliver long term shareholder value.”
Real Estate Assets
At April 30, 2011, REX had lease agreements, as landlord for
all or parts of six former retail store locations. REX has 23 owned former
retail stores that were vacant at April 30, 2011, 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 real
estate segment revenue reflects rental income derived from these sites.
-more-
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REX Reports Q1 Results, 6/1/11 |
page 3 |
Segment Income Statement Data
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Three Months |
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($ in thousands) |
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2011 |
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2010 |
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Net sales and revenue: |
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Alternative energy (1) |
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$ |
80,882 |
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$ |
71,022 |
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Real estate |
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332 |
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250 |
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Total net sales and revenues |
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$ |
81,214 |
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$ |
71,272 |
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Segment gross profit (loss): |
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Alternative energy (1) |
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$ |
4,778 |
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$ |
8,462 |
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Real estate |
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(98 |
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(265 |
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Total gross profit |
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$ |
4,680 |
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$ |
8,197 |
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Segment profit (loss): |
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Alternative energy segment profit (1) |
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$ |
8,409 |
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$ |
8,613 |
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Real estate segment loss |
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(167 |
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(327 |
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Corporate expense |
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(660 |
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(772 |
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Interest expense |
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(42 |
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(49 |
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Interest income |
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141 |
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69 |
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Income from continuing operations before income taxes and noncontrolling interests |
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$ |
7,681 |
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$ |
7,534 |
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Income attributable to noncontrolling interests |
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($ |
904 |
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($ |
1,417 |
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Income from continuing operations before income taxes attributable to REX shareholders |
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$ |
6,777 |
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$ |
6,117 |
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(1) |
Q1 2010 includes results attributable to non-controlling interests (which REX does not own) for Levelland Hockley (44%) and One Earth (26%). Reflecting REX’s write-down and deconsolidation of its LHCE ownership effective January 31, 2011, Q1 ‘11 includes results attributable to One Earth’s non-controlling interest of 26%. |
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Certain amounts differ from those previously reported as a result of certain sold real estate assets being reclassified as discontinued operations. |
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Segment Assets:
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($ in thousands) |
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April 30, 2011 |
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Jan. 31, 2011 |
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Alternative energy |
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$ |
262,038 |
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$ |
257,202 |
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Real estate |
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21,988 |
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22,235 |
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Corporate |
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94,043 |
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96,285 |
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Total assets |
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$ |
378,069 |
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$ |
375,722 |
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-more-
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REX Reports Q1 Results, 6/1/11 |
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 Effective |
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One Earth Energy, LLC |
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100M |
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74 |
% |
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74.0M |
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NuGen Energy, LLC |
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100M |
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48 |
% |
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48.0M |
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Patriot Renewable Fuels, LLC |
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100M |
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23 |
% |
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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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9.2M |
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Big River Resources, LLC |
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100M |
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10 |
% |
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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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5.0M |
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Levelland Hockley County Ethanol,
LLC |
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40M |
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49 |
% |
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19.6M |
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Total (1) |
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592M |
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n/a |
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169.2 |
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(1) |
Total excludes nameplate production capacity and the effective nameplate capacity owned by REX related to the LHCE operations which ceased production in January 2011. |
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The following tables summarize select data related to the Company’s consolidated alternative energy interests: |
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Three Months |
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($ in thousands) |
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2011 |
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2010 |
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Alternative Energy Segment Sales: |
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Ethanol |
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$ |
66,058 |
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82 |
% |
$ |
59,529 |
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84 |
% |
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Dried distiller grains |
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14,528 |
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18 |
% |
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9,258 |
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13 |
% |
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Wet distiller grains and other |
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296 |
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0 |
% |
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2,235 |
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3 |
% |
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Total Alternative Energy Sales |
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$ |
80,882 |
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100 |
% |
$ |
71,022 |
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100 |
% |
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Three Months Ended |
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April 30, |
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% |
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2011 |
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2010 |
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Change |
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Average selling price per gallon of ethanol |
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$ |
2.35 |
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$ |
1.73 |
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+35.8 |
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Average selling price per ton of dried distiller grains |
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$ |
183.22 |
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$ |
121.32 |
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+51.0 |
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Average cost per bushel of grain |
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$ |
6.56 |
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$ |
3.67 |
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+78.7 |
% |
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Average cost of natural gas (per mmbtu) |
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$ |
4.37 |
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$ |
5.65 |
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- 22.7 |
% |
-more-
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REX Reports Q1 Results, 6/1/11 |
page 5 |
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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For further information contact: |
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Douglas Bruggeman |
Joseph Jaffoni/David Collins |
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Chief Financial Officer |
Jaffoni & Collins Incorporated |
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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 Q1 Results, 6/1/11 |
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 Ended |
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April 30, |
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2011 |
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2010 |
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Net sales and revenue |
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$ |
81,214 |
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$ |
71,272 |
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Cost of sales |
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76,534 |
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63,075 |
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Gross profit |
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4,680 |
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8,197 |
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Selling, general and administrative expenses |
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(2,349 |
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(2,091 |
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Interest income |
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171 |
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115 |
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Interest expense |
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(671 |
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(1,367 |
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Equity in income of unconsolidated ethanol affiliates |
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5,782 |
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2,847 |
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Gains (losses) on derivative financial instruments, net |
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68 |
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(167 |
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Income from continuing operations before income taxes and noncontrolling interests |
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7,681 |
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7,534 |
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Provision for income taxes |
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(2,665 |
) |
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(2,467 |
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Income from continuing operations including noncontrolling interests |
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5,016 |
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5,067 |
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Income from discontinued operations, net of tax |
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415 |
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538 |
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Gain on disposal of discontinued operations, net of tax |
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125 |
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— |
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Net income including noncontrolling interests |
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5,556 |
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5,605 |
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Net income attributable to noncontrolling interests |
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(904 |
) |
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(1,417 |
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Amounts attributable to REX common shareholders: |
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Net income |
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$ |
4,652 |
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$ |
4,188 |
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Income from continuing operations, net of tax |
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$ |
4,112 |
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$ |
3,650 |
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Income from discontinued operations, net of tax |
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$ |
540 |
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$ |
538 |
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EPS attributable to REX common shareholders: |
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Diluted net income per share |
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$ |
0.49 |
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$ |
0.42 |
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Diluted income per share from continuing operations |
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$ |
0.43 |
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$ |
0.36 |
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Diluted income per share from discontinued operations |
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$ |
0.06 |
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$ |
0.06 |
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Weighted average shares outstanding – diluted |
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9,560 |
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10,045 |
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Weighted average shares outstanding - basic |
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9,432 |
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9,840 |
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Certain amounts differ from those previously reported as a result of certain real estate assets being reclassified as discontinued operations.
- balance sheet follows -
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REX Reports Q1 Results, 6/1/11 |
page 7 |
REX AMERICAN RESOURCES CORPORATION AND
SUBSIDIARIES
Consolidated Condensed Balance Sheets
(in thousands) Unaudited
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April 30, |
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January 31, |
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Current assets: |
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Cash and cash equivalents |
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$ |
96,951 |
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$ |
91,019 |
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Accounts receivable, net |
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10,417 |
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|
9,619 |
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Inventory, net |
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|
12,680 |
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|
7,819 |
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Refundable income taxes |
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|
— |
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8,503 |
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Prepaid expenses and other |
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2,447 |
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|
3,055 |
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Deferred taxes, net |
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4,986 |
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|
5,834 |
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Total current assets |
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127,481 |
|
|
125,849 |
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Property and equipment, net |
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167,524 |
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|
169,811 |
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Other assets |
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|
5,477 |
|
|
5,907 |
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Deferred taxes, net |
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5,206 |
|
|
5,206 |
|
|
Equity method investments |
|
|
70,781 |
|
|
67,349 |
|
|
Restricted investments and deposits |
|
|
1,600 |
|
|
1,600 |
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
378,069 |
|
$ |
375,722 |
|
|
|
|
|
|
|
|
|
|
|
Liabilities and equity: |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Current portion of long-term debt, alternative energy (1) |
|
$ |
10,158 |
|
$ |
9,672 |
|
|
Current portion of long-term debt, other |
|
|
342 |
|
|
342 |
|
|
Accounts payable, trade |
|
|
3,681 |
|
|
2,557 |
|
|
Deferred income |
|
|
3,300 |
|
|
3,982 |
|
|
Accrued real estate taxes |
|
|
2,576 |
|
|
2,393 |
|
|
Derivative financial instruments |
|
|
1,639 |
|
|
1,835 |
|
|
Other current liabilities |
|
|
3,732 |
|
|
3,786 |
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
25,428 |
|
|
24,567 |
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities: |
|
|
|
|
|
|
|
|
Long-term debt, alternative energy (1) |
|
|
66,387 |
|
|
69,049 |
|
|
Long-term debt, other |
|
|
1,260 |
|
|
1,924 |
|
|
Deferred income |
|
|
1,825 |
|
|
2,416 |
|
|
Derivative financial instruments |
|
|
3,152 |
|
|
3,688 |
|
|
Other |
|
|
4,145 |
|
|
4,114 |
|
|
|
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
|
76,769 |
|
|
81,191 |
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
REX shareholders’ equity: |
|
|
|
|
|
|
|
|
Common stock |
|
|
299 |
|
|
299 |
|
|
Paid-in capital |
|
|
142,326 |
|
|
142,293 |
|
|
Retained earnings |
|
|
300,705 |
|
|
296,053 |
|
|
Treasury stock |
|
|
(193,394 |
) |
|
(193,713 |
) |
|
|
|
|
|
|
|
|
|
|
Total REX shareholders’ equity |
|
|
249,936 |
|
|
244,932 |
|
|
Noncontrolling interests |
|
|
25,936 |
|
|
25,032 |
|
|
|
|
|
|
|
|
|
|
|
Total equity |
|
|
275,872 |
|
|
269,964 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
378,069 |
|
$ |
375,722 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
Long-term debt, alternative energy reflects non-recourse ethanol plant debt at Rex’s consolidated ethanol production subsidiary. |
- Statements of Cash Flows follows -
|
|
|
|
REX Reports Q1 Results, 6/1/11 |
page 8 |
REX AMERICAN RESOURCES CORPORATION AND
SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
Unaudited
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
||||
|
|
|
2011 |
|
2010 |
|
||
|
|
|
|
|
|
|
||
|
|
|
(in thousands) |
|
||||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income including noncontrolling interests |
|
$ |
5,556 |
|
$ |
5,605 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
2,733 |
|
|
3,729 |
|
|
Income from equity method investments |
|
|
(5,782 |
) |
|
(2,847 |
) |
|
Gain on disposal of real estate and property and equipment |
|
|
(204 |
) |
|
(2 |
) |
|
Dividends received from equity method investees |
|
|
2,316 |
|
|
802 |
|
|
Deferred income |
|
|
(1,273 |
) |
|
(2,320 |
) |
|
Gains on derivative financial instruments |
|
|
(732 |
) |
|
(189 |
) |
|
Unrealized loss on investments |
|
|
— |
|
|
22 |
|
|
Deferred income tax |
|
|
1,419 |
|
|
1,215 |
|
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(798 |
) |
|
1,663 |
|
|
Inventory |
|
|
(4,861 |
) |
|
1,268 |
|
|
Refundable income taxes |
|
|
8,503 |
|
|
6,573 |
|
|
Other assets |
|
|
961 |
|
|
953 |
|
|
Accounts payable, trade |
|
|
1,124 |
|
|
(1,334 |
) |
|
Other liabilities |
|
|
160 |
|
|
(1,359 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
9,122 |
|
|
13,779 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(555 |
) |
|
(632 |
) |
|
Principal payments of note receivable |
|
|
— |
|
|
466 |
|
|
Proceeds from sale of real estate and property and equipment |
|
|
424 |
|
|
54 |
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(131 |
) |
|
(112 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Payments of long-term debt |
|
|
(2,840 |
) |
|
(13,377 |
) |
|
Stock options exercised |
|
|
258 |
|
|
762 |
|
|
Treasury stock acquired |
|
|
(477 |
) |
|
(30 |
) |
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(3,059 |
) |
|
(12,645 |
) |
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
5,932 |
|
|
1,022 |
|
|
Cash and cash equivalents, beginning of period |
|
|
91,019 |
|
|
100,398 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
96,951 |
|
$ |
101,420 |
|
|
|
|
|
|
|
|
|
|
# # #