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 5, 2012
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 |
(State or other jurisdiction |
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(Commission File No.) |
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(IRS Employer Identification No.) |
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) |
Registrants 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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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)) |
Item 2.02. Results of Operations and Financial Condition
On December 5, 2012, REX American Resources Corporation issued a press release announcing financial results for the three month period ended October 31, 2012. 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 December 5, 2012 |
SIGNATURES
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REX AMERICAN RESOURCES CORPORATION |
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Date: December 5, 2012 |
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 THIRD QUARTER
REVENUE
RISES TO $179 MILLION; DILUTED EPS OF $0.05
Dayton, Ohio, (December 5, 2012) REX American Resources Corporation (NYSE: REX) today reported financial results for its fiscal 2012 third quarter (Q3 12) ended October 31, 2012. REX management will host a conference call and webcast today at 11:00 a.m. ET:
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Conference Call: |
(212) 271-4657 |
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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 |
REXs Q3 12 results principally reflect its alternative energy segment interests in seven ethanol production facilities. The operations of One Earth Energy, LLC (One Earth) and NuGen Energy, LLC (NuGen) are consolidated (NuGen was not in the comparable year-ago period), while those of its five other plants are reported as equity in income of unconsolidated affiliates. REXs Q3 12 net sales and revenue rose 111.8% to $179.0 million, from $84.5 million in Q3 11, primarily reflecting the consolidation of NuGen.
REX recognizes certain results from its ethanol interests on a quarterly calendar basis, and as a result, REXs Q3 results include results from ethanol operations for the period July 1, 2012 through September 30, 2012, with the exception of NuGen, which is for the period August 1, 2012 through October 31, 2012.
Reflecting the on-going industry-wide compression of ethanol margins and lower income from discontinued operations, net income attributable to REX shareholders in Q3 12 was $0.4 million, or $0.05 per diluted share, compared with $6.5 million, or $0.70 per diluted share, in Q3 11. Q3 12 income from continuing operations net of tax attributable to REX shareholders was $0.3 million, or $0.03 per diluted share, compared with $6.0 million, or $0.65 per diluted share, in Q3 11. REX recorded income from discontinued operations net of tax, including gain on disposal of discontinued operations, of $0.1 million, or $0.02 per diluted share for Q3 12, compared with $0.5 million, or $0.05 per diluted share in Q3 11. Per share results in Q3 12 and Q3 11 are based on 8,258,000 and 9,239,000 diluted weighted average shares outstanding, respectively. The 10.6% reduction in the shares outstanding principally reflects the Companys ongoing open market share repurchase program partially offset by shares exercised pursuant to options.
- more -
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REX American Resources Q3 12 Results, 12/5/12 |
page 2 |
REXs consolidated gross profit (inclusive of the Companys real estate segment) declined to $3.6 million in Q3 12, from $9.0 million in Q3 11, primarily reflecting the challenging alternative energy industry conditions in the current year. In Q3 12, equity in income of unconsolidated affiliates was $1.5 million, compared with income of $6.3 million in Q3 11, primarily due to lower results from the Companys unconsolidated ethanol production interests and the benefit in the prior year from the inclusion of NuGen prior to consolidation. REXs Q3 12 income from continuing operations before income taxes and non-controlling interests was $0.9 million, compared with $11.9 million in Q3 11.
REX CEO, Stuart Rose, commented, Throughout fiscal 2012, the ethanol production industrys profitability has been impacted by lower crush spread margins. Although the lower crush spreads reduced operating profits, we partially offset the challenging industry environment with rising dried distillers grains pricing and corn oil extraction.
Looking forward, we believe our state-of-the-art ethanol plants located across the Corn Belt, along with our operating disciplines at the plant and corporate level, help to position REX as one of the leading companies in the ethanol industry.
Balance
Sheet and Share Repurchase Program
At October 31, 2012, REX had cash and cash equivalents of $68.1
million, $47.9 million of which was at the parent and $20.2 million of which
was at its consolidated ethanol production facilities. This compares with cash
and cash equivalents of $75.0 million at January 31, 2012, $46.1 million of
which was at the parent and $28.9 million of which was at its consolidated
ethanol production facilities.
REX repurchased 76,050 common shares in Q3 12 at an average price per share of $17.93. In Q4 12 to date, the Company repurchased an additional 26,494 shares at an average price per share of $16.74, and reflecting the August 2, 2012 authorization for the Company to repurchase 500,000 additional shares, the Company is currently authorized to repurchase up to an additional 422,429 shares of common stock. Reflecting all share repurchases to date, REX has 8,157,254 shares outstanding.
At October 31, 2012, REX had lease agreements, as landlord for six former retail store locations. REX has 12 owned former retail stores that were vacant at October 31, 2012, which it is marketing to lease or sell (4 of which had temporary fall seasonal leases). In addition, one former distribution center is partially leased, partially occupied by the REX corporate office and partially vacant. The real estate segment revenue reflects rental income derived from these sites.
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REX American Resources Q3 12 Results, 12/5/12 |
page 3 |
Segment Income Statement Data
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Three Months |
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Nine Months |
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($ in thousands) |
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2012 |
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2011 |
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2012 |
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2011 |
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Net sales and revenue: |
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Alternative energy (1) |
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$ |
178,495 |
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$ |
84,144 |
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$ |
481,938 |
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$ |
238,557 |
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Real estate |
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455 |
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380 |
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1,184 |
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926 |
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Total net sales and revenues |
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$ |
178,950 |
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$ |
84,524 |
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$ |
483,122 |
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$ |
239,483 |
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Segment gross profit (loss): |
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Alternative energy (1) |
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$ |
3,686 |
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$ |
8,965 |
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$ |
16,224 |
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$ |
14,694 |
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Real estate |
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(39 |
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53 |
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(117 |
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(1,171 |
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Total gross profit (loss) |
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$ |
3,647 |
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$ |
9,018 |
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$ |
16,107 |
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$ |
13,523 |
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Segment profit (loss): |
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Alternative energy segment profit (1) |
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$ |
1,586 |
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$ |
12,394 |
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$ |
6,478 |
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$ |
22,827 |
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Real estate segment (loss) profit |
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(91 |
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7 |
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(277 |
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(1,306 |
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Corporate expense |
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(603 |
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(521 |
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(1,751 |
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(1,738 |
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Interest expense |
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(21 |
) |
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(25 |
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(65 |
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(87 |
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Interest income |
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19 |
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74 |
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68 |
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289 |
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Income from synthetic fuel investments |
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2,883 |
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Income from continuing operations before income taxes and non-controlling interests |
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$ |
890 |
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$ |
11,929 |
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$ |
4,453 |
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$ |
22,868 |
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(1) |
Includes results attributable to non-controlling interests of approximately 26% for One Earth in fiscal years 2012 and 2011 and approximately 1% for NuGen in fiscal year 2012. |
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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. |
Segment Assets
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October 31, 2012 |
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January 31, 2012 |
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($ in thousands) |
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Alternative energy |
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$ |
351,406 |
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$ |
367,029 |
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Real estate |
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13,945 |
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17,458 |
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Corporate |
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52,762 |
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53,562 |
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Total assets |
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$ |
418,113 |
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$ |
438,049 |
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- more -
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REX American Resources Q3 12 Results, 12/5/12 |
page 4 |
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Supplemental Data Related to REXs Alternative Energy Interests |
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REX American Resources Corporation |
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Entity |
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Trailing |
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Current REX |
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REXs Current Effective |
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One Earth Energy, LLC |
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109.4M |
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74% |
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81.0M |
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NuGen Energy, LLC |
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113.0M |
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99% |
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111.9M |
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Patriot Holdings, LLC |
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117.0M |
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27% |
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31.6M |
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Big River Resources West Burlington, LLC |
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97.8M |
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10% |
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9.8M |
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Big River Resources Galva, LLC |
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102.2M |
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10% |
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10.2M |
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Big River United Energy, LLC |
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107.6M |
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5% |
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5.4M |
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Big River Resources
Boyceville, LLC
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56.6M |
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10% |
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5.7M |
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Total |
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703.6M |
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n/a |
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255.6M |
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(1) |
REXs current effective annual gallons sold represents ten months of ownership of Big River Resources Boyceville, LLC on an annualized basis. |
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Three Months |
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% |
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Nine Months |
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% |
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2012 |
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2011 |
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Change |
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2012 |
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2011 |
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Change |
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Average Price/Cost |
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Ethanol gallon |
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$ |
2.38 |
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$ |
2.70 |
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(11.9 |
)% |
$ |
2.21 |
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$ |
2.51 |
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(12.0 |
)% |
Dried distillers grains - ton |
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$ |
267.63 |
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$ |
203.13 |
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31.8 |
% |
$ |
227.07 |
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$ |
193.47 |
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17.4 |
% |
Grain bushel |
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$ |
7.95 |
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$ |
7.05 |
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12.8 |
% |
$ |
6.96 |
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$ |
6.89 |
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1.0 |
% |
Natural gas mmbtu |
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$ |
3.47 |
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$ |
4.95 |
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(29.9 |
)% |
$ |
3.63 |
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$ |
4.66 |
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(22.1 |
)% |
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About REX American Resources Corporation |
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REX American Resources has interests in seven ethanol production facilities which in aggregate shipped approximately 704 million annualized gallons of ethanol over the twelve month period ended October 31, 2012. REXs current effective ownership of the trailing twelve month annualized gallons shipped (for the period ended October 31, 2012) by the ethanol production facilities in which it has ownership interests is approximately 256 million gallons. Further information about REX is available at www.rexamerican.com. |
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- more -
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REX American Resources Q3 12 Results, 12/5/12 |
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 Companys filings with the Securities and Exchange Commission and include among other things: the impact of legislative changes, the price volatility and availability of corn, dried distillers grains, ethanol, corn oil, 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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Contact: |
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Douglas Bruggeman |
Joseph Jaffoni, Norberto Aja |
Chief Financial Officer |
JCIR |
937/276-3931 |
212/835-8500 |
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rex@jcir.com |
- statement of operations follow -
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REX American Resources Q3 12 Results, 12/5/12 |
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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Nine Months |
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2012 |
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2011 |
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2012 |
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2011 |
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Net sales and revenue |
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$ |
178,950 |
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$ |
84,524 |
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$ |
483,122 |
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$ |
239,483 |
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Cost of sales |
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175,303 |
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75,506 |
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467,015 |
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225,960 |
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Gross profit |
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3,647 |
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9,018 |
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16,107 |
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13,523 |
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Selling, general and administrative expenses |
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(2,995 |
) |
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(2,344 |
) |
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(9,190 |
) |
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(6,616 |
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Equity in income of unconsolidated affiliates |
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1,542 |
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6,284 |
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1,503 |
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15,827 |
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Income from synthetic fuel investments |
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2,883 |
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Interest income |
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42 |
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|
92 |
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132 |
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|
364 |
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Interest expense |
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(1,206 |
) |
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(620 |
) |
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(3,733 |
) |
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(1,923 |
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Losses on derivative financial instruments, net |
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(140 |
) |
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(501 |
) |
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(366 |
) |
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(1,190 |
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Income from continuing operations before income taxes |
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|
890 |
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11,929 |
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4,453 |
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22,868 |
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Provision for income taxes |
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(134 |
) |
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(4,055 |
) |
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(1,220 |
) |
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(8,233 |
) |
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Income from continuing operations |
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|
756 |
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|
7,874 |
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|
3,233 |
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|
14,635 |
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Income from discontinued operations, net of tax |
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|
107 |
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|
186 |
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|
361 |
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|
856 |
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Gain on disposal of discontinued operations, net of tax |
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30 |
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|
267 |
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|
80 |
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|
425 |
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Net income |
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|
893 |
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|
8,327 |
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|
3,674 |
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|
15,916 |
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Net income attributable to non-controlling interests |
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(484 |
) |
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(1,845 |
) |
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(1,526 |
) |
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(2,435 |
) |
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Net income attributable to REX common shareholders |
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$ |
409 |
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$ |
6,482 |
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$ |
2,148 |
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$ |
13,481 |
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Weighted average shares outstanding basic |
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8,226 |
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|
9,205 |
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|
8,311 |
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|
9,385 |
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Basic income per share from continuing operations |
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attributable to REX common shareholders |
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$ |
0.03 |
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$ |
0.65 |
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$ |
0.21 |
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$ |
1.30 |
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Basic income per share from discontinued operations |
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attributable to REX common shareholders |
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|
0.01 |
|
|
0.02 |
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|
0.04 |
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|
0.09 |
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Basic income per share on disposal of discontinued |
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operations attributable to REX common shareholders |
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|
0.01 |
|
|
0.03 |
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|
0.01 |
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|
0.05 |
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Basic net income per share attributable to REX common shareholders |
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$ |
0.05 |
|
$ |
0.70 |
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$ |
0.26 |
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$ |
1.44 |
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Weighted average shares outstanding diluted |
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|
8,258 |
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|
9,239 |
|
|
8,361 |
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|
9,453 |
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Diluted income per share from continuing operations |
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|
|
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|
|
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|
attributable to REX common shareholders |
|
$ |
0.03 |
|
$ |
0.65 |
|
$ |
0.21 |
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$ |
1.29 |
|
Diluted income per share from discontinued operations |
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|
|
|
|
|
|
|
attributable to REX common shareholders |
|
|
0.01 |
|
|
0.02 |
|
|
0.04 |
|
|
0.09 |
|
Diluted income per share on disposal of discontinued |
|
|
|
|
|
|
|
|
|
|
|
|
|
operations attributable to REX common shareholders |
|
|
0.01 |
|
|
0.03 |
|
|
0.01 |
|
|
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share attributable to REX |
|
|
|
|
|
|
|
|
|
|
|
|
|
common shareholders |
|
$ |
0.05 |
|
$ |
0.70 |
|
$ |
0.26 |
|
$ |
1.43 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to REX common shareholders: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, net of tax |
|
$ |
272 |
|
$ |
6,029 |
|
$ |
1,707 |
|
$ |
12,200 |
|
Income from discontinued operations, net of tax |
|
|
137 |
|
|
453 |
|
|
441 |
|
|
1,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
409 |
|
$ |
6,482 |
|
$ |
2,148 |
|
$ |
13,481 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Certain amounts differ from those previously reported as a result of certain real estate assets being reclassified as discontinued operations. |
- balance sheet follows -
|
|
REX American Resources Q3 12 Results, 12/5/12 |
page 7 |
REX AMERICAN RESOURCES
CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheet
(in thousands) Unaudited
|
|
|
|
|
|
|
|
|
|
October 31, |
|
January 31, |
|
||
|
|
|
|
|
|
||
Assets |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
68,105 |
|
$ |
75,013 |
|
Accounts receivable |
|
|
17,765 |
|
|
12,784 |
|
Inventories |
|
|
28,304 |
|
|
30,349 |
|
Refundable income taxes |
|
|
895 |
|
|
1,816 |
|
Prepaid expenses and other |
|
|
4,335 |
|
|
3,987 |
|
Deferred taxes, net |
|
|
2,530 |
|
|
3,090 |
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
121,934 |
|
|
127,039 |
|
Property and equipment, net |
|
|
227,811 |
|
|
240,084 |
|
Other assets |
|
|
6,793 |
|
|
7,884 |
|
Equity method investments |
|
|
61,072 |
|
|
61,679 |
|
Restricted investments and deposits |
|
|
503 |
|
|
1,363 |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
418,113 |
|
$ |
438,049 |
|
|
|
|
|
|
|
|
|
Liabilities and equity: |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Current portion of long-term debt, alternative energy(1) |
|
$ |
12,567 |
|
$ |
14,972 |
|
Current portion of long-term debt, other |
|
|
267 |
|
|
250 |
|
Accounts payable, trade |
|
|
10,108 |
|
|
6,985 |
|
Deferred income |
|
|
950 |
|
|
1,864 |
|
Accrued real estate taxes |
|
|
1,310 |
|
|
2,750 |
|
Accrued payroll and related items |
|
|
740 |
|
|
2,882 |
|
Derivative financial instruments |
|
|
1,843 |
|
|
1,694 |
|
Other current liabilities |
|
|
5,029 |
|
|
5,844 |
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
32,814 |
|
|
37,241 |
|
|
|
|
|
|
|
|
|
Long-term liabilities: |
|
|
|
|
|
|
|
Long-term debt, alternative energy (1) |
|
|
95,117 |
|
|
107,706 |
|
Long-term debt, other |
|
|
619 |
|
|
821 |
|
Deferred taxes |
|
|
5,201 |
|
|
4,642 |
|
Deferred income |
|
|
250 |
|
|
552 |
|
Derivative financial instruments |
|
|
1,383 |
|
|
2,541 |
|
Other long-term liabilities |
|
|
2,530 |
|
|
2,703 |
|
|
|
|
|
|
|
|
|
Total long-term liabilities |
|
|
105,100 |
|
|
118,965 |
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
REX shareholders equity: |
|
|
|
|
|
|
|
Common stock |
|
|
299 |
|
|
299 |
|
Paid-in capital |
|
|
143,667 |
|
|
142,994 |
|
Retained earnings |
|
|
326,471 |
|
|
324,323 |
|
Treasury stock |
|
|
(219,011 |
) |
|
(215,105 |
) |
|
|
|
|
|
|
|
|
Total REX shareholders equity |
|
|
251,426 |
|
|
252,511 |
|
Noncontrolling interests |
|
|
28,773 |
|
|
29,332 |
|
|
|
|
|
|
|
|
|
Total equity |
|
|
280,199 |
|
|
281,843 |
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
418,113 |
|
$ |
438,049 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
Long-term debt, alternative energy reflects non-recourse ethanol plant debt at REXs consolidated ethanol production subsidiaries. |
- statement of cash flows follow -
|
|
REX American Resources Q3 12 Results, 12/5/12 |
page 8 |
REX AMERICAN RESOURCES
CORPORATION AND SUBSIDIARIES
Consolidated Condensed Statements of Cash Flows
(in thousands) Unaudited
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
||||
|
|
|
|
||||
|
|
2012 |
|
2011 |
|
||
|
|
|
|
|
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
Net income including noncontrolling interests |
|
$ |
3,674 |
|
$ |
15,916 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
12,430 |
|
|
8,206 |
|
Impairment charges and other |
|
|
279 |
|
|
1,164 |
|
Income from equity method investments |
|
|
(1,503 |
) |
|
(15,827 |
) |
Income from synthetic fuel investments |
|
|
|
|
|
(2,883 |
) |
Loss (gain) on disposal of real estate and property and equipment |
|
|
424 |
|
|
(634 |
) |
Dividends received from equity method investees |
|
|
2,005 |
|
|
2,316 |
|
Deferred income |
|
|
(1,429 |
) |
|
(3,273 |
) |
Derivative financial instruments |
|
|
(1,009 |
) |
|
(738 |
) |
Deferred income tax |
|
|
1,111 |
|
|
8,177 |
|
Changes in assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
|
|
(4,981 |
) |
|
2,318 |
|
Inventories |
|
|
2,045 |
|
|
(2,266 |
) |
Other assets |
|
|
1,513 |
|
|
9,486 |
|
Accounts payable, trade |
|
|
3,030 |
|
|
(1,475 |
) |
Other liabilities |
|
|
(4,357 |
) |
|
2,031 |
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
13,232 |
|
|
22,518 |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Capital expenditures |
|
|
(2,533 |
) |
|
(720 |
) |
Proceeds from sale of synthetic fuel investment |
|
|
|
|
|
2,883 |
|
Restricted investments |
|
|
860 |
|
|
|
|
Proceeds from sale of real estate and property and equipment |
|
|
2,272 |
|
|
3,436 |
|
|
|
|
|
|
|
|
|
Net cash provided by investing activities |
|
|
599 |
|
|
5,599 |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Payments of long-term debt |
|
|
(15,179 |
) |
|
(8,160 |
) |
Repayments of contingent consideration |
|
|
|
|
|
(1,313 |
) |
Stock options exercised |
|
|
358 |
|
|
317 |
|
Noncontrolling interests distribution and other |
|
|
(2,085 |
) |
|
(1,988 |
) |
Treasury stock acquired |
|
|
(3,833 |
) |
|
(21,224 |
) |
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(20,739 |
) |
|
(32,368 |
) |
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(6,908 |
) |
|
(4,251 |
) |
Cash and cash equivalents, beginning of period |
|
|
75,013 |
|
|
91,019 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
68,105 |
|
$ |
86,768 |
|
|
|
|
|
|
|
|
|
# # #