UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 2, 2015
REX AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-09097 | 31-1095548 | ||
| (State or other jurisdiction | (Commission File No.) | (IRS Employer Identification No.) | ||
| of incorporation) | ||||
| 7720 Paragon Road, Dayton, Ohio | 45459 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (937) 276-3931
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 2, 2015, REX American Resources Corporation issued a press release announcing financial results for the three month period ended October 31, 2015. The press release is furnished as Exhibit 99 to this report.
| Item 9.01. Financial Statements and Exhibits | ||||
| (c) |
Exhibits. The following exhibits are furnished with this report:
99 Press Release dated December 2, 2015 | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REX AMERICAN RESOURCES CORPORATION | ||
| Date: December 2, 2015 | By: | /s/ DOUGLAS L. BRUGGEMAN |
| ---------------------------------------------------- | ||
| Name: Douglas L. Bruggeman | ||
| Title: Vice President - Finance, | ||
| Chief Financial Officer | ||
| and Treasurer | ||
Exhibit 99
| News Announcement | For Immediate Release |
REX AMERICAN RESOURCES REPORTS THIRD
QUARTER DILUTED EPS OF $1.08
Fiscal 2015 Year-to-date Diluted EPS of $3.72
Dayton, Ohio, (December 2, 2015) -- REX American Resources Corporation (NYSE: REX) today reported financial results for its fiscal 2015 third quarter (“Q3 ’15”) ended October 31, 2015. REX management will host a conference call and webcast today at 11:00 a.m. ET to review the results.
| Conference Call: | (212) 231-2920 |
| Webcast / Replay URL: | www.rexamerican.com/Corp/Page4.aspx |
| The webcast will be available for replay for 30 days |
REX American Resources’ Q3 ’15 results principally reflect its interests in six ethanol production facilities, compared to seven in the comparable year-ago period. The operations of One Earth Energy, LLC (“One Earth”) and NuGen Energy, LLC (“NuGen”) are consolidated, while those of its four remaining plants are reported as equity in income of unconsolidated ethanol affiliates. During the fiscal 2015 second quarter the Company recorded a $10.4 million pre-tax gain related to the June sale of its 26.6% interest in Patriot Holdings, LLC (“Patriot”). As such, equity in income of unconsolidated ethanol affiliates for the quarter ended October 31, 2015 includes contributions from four ethanol production facilities, compared with five in the comparable year-ago period.
REX’s Q3 ’15 net sales and revenue totaled $110.6 million, compared with $138.4 million in Q3 ’14, principally reflecting reduced ethanol pricing. As a result of the decline in ethanol crush spread margins, the Company’s Q3 ’15 gross profit was $14.3 million, compared with $36.5 million in the prior year period. Equity in income of unconsolidated ethanol affiliates in Q3 ’15 was $1.3 million, compared with $8.8 million in Q3 ’14 primarily as a result of the same industry and pricing factors that impacted REX’s consolidated ethanol production facilities as well as the inclusion in the year-ago period of $4.2 million from the Company’s interest in Patriot (which was sold in Q2’ 15). As a result, income from continuing operations before income taxes and non-controlling interests in Q3 ’15 totaled $11.1 million, compared with $40.6 million in Q3 ’14.
Net income attributable to REX shareholders in Q3 ’15 was $7.5 million, compared with $23.3 million in Q3 ’14, while Q3 ’15 diluted net income per share attributable to REX common shareholders was $1.08 per share, compared to $2.86 per share in Q3 ’14, inclusive of a $0.02 benefit from discontinued operations. Per share results in Q3 ’15 and Q3 ’14 are based on 6,931,000 and 8,170,000 diluted weighted average shares outstanding, respectively. The year-over-year reduction in diluted weighted average shares outstanding reflects the Company’s repurchases in fiscal 2015 to date of 1,044,773 of the Company’s shares pursuant to its repurchase authorizations.
-more-
| REX American Resources Q3’ 15 Results, 12/2/15 | page 2 |
REX Executive Chairman of the Board, Stuart Rose, commented, “The third quarter operating environment remained challenging as reflected by the industry-wide year-over-year decline in ethanol crush spread margins. Notwithstanding the current environment, as well as the sale of our interest in Q2 of one of our unconsolidated facilities, REX again leveraged the operational efficiencies and strategic locations of our plants in Q3 and benefited from our elimination of outstanding plant-level debt in fiscal 2014. Our disciplined operating practices and business model, combined with our share repurchase activity, led to Q3 diluted EPS of $1.08 and fiscal 2015 year-to-date diluted EPS of $3.72. In fiscal 2015 to date, we have returned approximately $60.1 million to shareholders through a continuation of our long-term share repurchase program.”
Return of Capital
During the Company’s fiscal third quarter, REX repurchased 280,434 shares of its common stock (at an average price of $49.66 per share). In the first nine months of fiscal 2015 the Company repurchased 1,044,773 shares of its common stock (at an average price of $57.54 per share). Pursuant to REX’s Board of Directors current authorization, the Company has the authority to repurchase an additional 452,809 shares of its common stock. Any future share repurchases will be made in open market or private transactions at prevailing market prices, and all shares purchased will be held in the Company’s treasury for possible future use.
Balance Sheet
At October 31, 2015, REX had cash and cash equivalents of $136.6 million, $53.0 million of which was at the parent company and $83.6 million of which was at its consolidated ethanol production facilities. This compares with cash and cash equivalents of $137.7 million at January 31, 2015, $82.9 million of which was at the parent company and $54.8 million of which was at its consolidated ethanol production facilities.
Supplemental Data Related to REX’s Alternative Energy Interests:
| REX American Resources Corporation Ethanol Ownership Interests/Effective Annual Gallons Shipped as of October 31, 2015 (gallons in millions) | ||||||||||||
| Entity | Trailing Twelve Months Gallons Shipped | Current REX Ownership Interest | REX’s Current
Effective Ownership of Trailing Twelve Month Gallons Shipped | |||||||||
| One
Earth Energy, LLC (Gibson City, IL) | 111.5 | 74.7% | 83.3 | |||||||||
| NuGen Energy,
LLC (Marion, SD) | 117.4 | 99.5% | 116.7 | |||||||||
| Big River
Resources West Burlington, LLC (West Burlington, IA) | 106.0 | 9.7% | 10.3 | |||||||||
| Big River
Resources Galva, LLC (Galva, IL) | 115.8 | 9.7% | 11.2 | |||||||||
| Big River
United Energy, LLC (Dyersville, IA) | 123.7 | 4.9% | 6.1 | |||||||||
| Big River
Resources Boyceville, LLC (Boyceville, WI) | 56.9 | 9.7% | 5.5 | |||||||||
| Total | 631.3 | n/a | 233.1 | |||||||||
-more-
| REX American Resources Q3’ 15 Results, 12/2/15 | page 3 |
The following table summarizes select data related to the Company’s consolidated alternative energy interests:
| Three Months Ended October 31, | Nine Months Ended October 31, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Average selling price per gallon of ethanol | $ | 1.44 | $ | 1.89 | $ | 1.45 | $ | 2.06 | ||||||||
| Average selling price per ton of dried distillers grains | $ | 146.64 | $ | 145.87 | $ | 152.69 | $ | 181.54 | ||||||||
| Average selling price per pound of non-food grade corn oil | $ | 0.26 | $ | 0.31 | $ | 0.27 | $ | 0.33 | ||||||||
| Average selling price per ton of modified distillers grains | $ | 56.40 | $ | 41.78 | $ | 70.99 | $ | 68.19 | ||||||||
| Average cost per bushel of grain | $ | 3.62 | $ | 3.64 | $ | 3.64 | $ | 4.14 | ||||||||
| Average cost of natural gas (per mmbtu) | $ | 3.21 | $ | 4.69 | $ | 3.82 | $ | 6.41 | ||||||||
About REX American Resources Corporation
REX American Resources has interests in six ethanol production facilities, which in aggregate shipped approximately 631 million gallons of ethanol over the twelve month period ended October 31, 2015. REX’s effective ownership of the trailing twelve month gallons shipped (for the twelve months ended October 31, 2015) by the ethanol production facilities in which it currently has ownership interests was approximately 233 million gallons. Further information about REX is available at www.rexamerican.com.
This news announcement contains or may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by use of forward-looking terminology such as “may,” “expect,” “believe,” “estimate,” “anticipate” or “continue” or the negative thereof or other variations thereon or comparable terminology. Readers are cautioned that there are risks and uncertainties that could cause actual events or results to differ materially from those referred to in such forward-looking statements. These risks and uncertainties include the risk factors set forth from time to time in the Company’s filings with the Securities and Exchange Commission and include among other things: the impact of legislative changes, the price volatility and availability of corn, dried and modified 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, transportation delays, 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.
| Contact: | |
| Douglas Bruggeman | Joseph Jaffoni, Norberto Aja |
| Chief Financial Officer | JCIR |
| (937) 276-3931 | (212) 835-8500 |
| rex@jcir.com |
- statements of operations follow -
| REX American Resources Q3’ 15 Results, 12/2/15 | page 4 |
REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share amounts)
Unaudited
| Three Months Ended | Nine Months Ended | |||||||||||||||
| October 31, | October 31, | |||||||||||||||
| 2015 | 2014 | 2015 | 2014 | |||||||||||||
| Net sales and revenue | $ | 110,584 | $ | 138,424 | $ | 329,261 | $ | 444,580 | ||||||||
| Cost of sales | 96,311 | 101,934 | 287,585 | 332,612 | ||||||||||||
| Gross profit | 14,273 | 36,490 | 41,676 | 111,968 | ||||||||||||
| Selling, general and administrative expenses | (4,720 | ) | (4,350 | ) | (15,629 | ) | (15,369 | ) | ||||||||
| Gain on sale of investment | - | - | 10,385 | - | ||||||||||||
| Equity in income of unconsolidated ethanol affiliates | 1,314 | 8,780 | 7,857 | 24,322 | ||||||||||||
| Gain on disposal of property and equipment, net | 1 | - | 496 | - | ||||||||||||
| Interest and other income | 199 | 107 | 524 | 242 | ||||||||||||
| Interest expense | - | (454 | ) | - | (1,737 | ) | ||||||||||
| Income from continuing operations before income taxes and non-controlling interests | 11,067 | 40,573 | 45,309 | 119,426 | ||||||||||||
| Provision for income taxes | (1,634 | ) | (12,124 | ) | (12,726 | ) | (40,053 | ) | ||||||||
| Income from continuing operations including non-controlling interests | 9,433 | 28,449 | 32,583 | 79,373 | ||||||||||||
| Income (loss) from discontinued operations, net of tax | - | 2 | - | (2 | ) | |||||||||||
| Gain on disposal of discontinued operations, net of tax | - | 138 | - | 136 | ||||||||||||
| Net income including non-controlling interests | 9,433 | 28,589 | 32,583 | 79,507 | ||||||||||||
| Net income attributable to non-controlling interests | (1,977 | ) | (5,249 | ) | (4,833 | ) | (12,518 | ) | ||||||||
| Net income attributable to REX common shareholders | $ | 7,456 | $ | 23,340 | $ | 27,750 | $ | 66,989 | ||||||||
| Weighted average shares outstanding – basic | 6,915 | 8,170 | 7,460 | 8,157 | ||||||||||||
| Basic income per share attributable to REX common shareholders | $1.08 | $2.84 | $3.72 | $8.19 | ||||||||||||
| Basic income per share on disposal of discontinued operations attributable to REX common shareholders | - | 0.02 | - | 0.02 | ||||||||||||
| Basic net income per share attributable to REX common shareholders | $1.08 | $2.86 | $3.72 | $8.21 | ||||||||||||
| Weighted average shares outstanding – diluted | 6,931 | 8,170 | 7,469 | 8,168 | ||||||||||||
| Diluted income per share attributable to REX common shareholders | $1.08 | $2.84 | $3.72 | $8.18 | ||||||||||||
| Diluted income per share on disposal of discontinued operations attributable to REX common shareholders | - | 0.02 | - | 0.02 | ||||||||||||
| Diluted net income per share attributable to REX common shareholders | $1.08 | $2.86 | $3.72 | $8.20 | ||||||||||||
| Amounts attributable to REX common shareholders: | ||||||||||||||||
| Income from continuing operations, net of tax | $ | 7,456 | $ | 23,200 | $ | 27,750 | $ | 66,855 | ||||||||
| Income from discontinued operations, net of tax | - | 140 | - | 134 | ||||||||||||
| Net income | $ | 7,456 | $ | 23,340 | $ | 27,750 | $ | 66,989 | ||||||||
| REX American Resources Q3’ 15 Results, 12/2/15 | page 5 |
REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands) Unaudited
| ASSETS: | October 31, 2015 | January 31, 2015 | ||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 136,626 | $ | 137,697 | ||||
| Restricted cash | 20 | - | ||||||
| Accounts receivable | 13,289 | 8,794 | ||||||
| Inventory | 23,556 | 18,062 | ||||||
| Refundable income taxes | 1,935 | 3,019 | ||||||
| Prepaid expenses and other | 7,134 | 5,810 | ||||||
| Deferred taxes-net | 2,363 | 2,363 | ||||||
| Total current assets | 184,923 | 175,745 | ||||||
| Property and equipment-net | 189,126 | 194,447 | ||||||
| Other assets | 8,131 | 6,366 | ||||||
| Equity method investments | 41,088 | 80,389 | ||||||
| TOTAL ASSETS | $ | 423,268 | $ | 456,947 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable – trade | $ | 14,535 | $ | 9,210 | ||||
| Accrued expenses and other current liabilities | 9,189 | 10,347 | ||||||
| Total current liabilities | 23,724 | 19,557 | ||||||
| LONG TERM LIABILITIES: | ||||||||
| Deferred taxes | 34,690 | 42,768 | ||||||
| Other long term liabilities | - | 1,658 | ||||||
| Total long term liabilities | 34,690 | 44,426 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| EQUITY: | ||||||||
| REX shareholders’ equity: | ||||||||
| Common stock, 45,000 shares authorized, 29,853 shares issued at par | 299 | 299 | ||||||
| Paid in capital | 144,814 | 144,791 | ||||||
| Retained earnings | 472,188 | 444,438 | ||||||
| Treasury stock, 22,995 shares | (299,668 | ) | (239,557 | ) | ||||
| Total REX shareholders’ equity | 317,633 | 349,971 | ||||||
| Non-controlling interests | 47,221 | 42,993 | ||||||
| Total equity | 364,854 | 392,964 | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 423,268 | $ | 456,947 | ||||
- statements of cash flows follow -
| REX American Resources Q3’ 15 Results, 12/2/15 | page 6 |
REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands) Unaudited
| Nine Months Ended October 31, | ||||||||
| 2015 | 2014 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | 32,583 | $ | 79,507 | ||||
| Adjustments to reconcile net income to net cash | ||||||||
| provided by operating activities: | ||||||||
| Depreciation, impairment charges and amortization | 14,193 | 12,480 | ||||||
| Income from equity method investments | (7,857 | ) | (24,322 | ) | ||||
| Gain on sale of investment | (10,385 | ) | - | |||||
| Gain on disposal of real estate and property and equipment, net | (496 | ) | (209 | ) | ||||
| Dividends received from equity method investments | 7,643 | 19,881 | ||||||
| Derivative financial instruments | - | (1,141 | ) | |||||
| Deferred income tax | (8,078 | ) | 5,323 | |||||
| Stock based compensation expense | 23 | - | ||||||
| Excess tax benefit from stock option exercises | - | (441 | ) | |||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | (2,307 | ) | 5,900 | |||||
| Inventories | (5,494 | ) | 7,874 | |||||
| Other assets | (51 | ) | 728 | |||||
| Accounts payable-trade | 4,913 | 2,075 | ||||||
| Other liabilities | (2,849 | ) | 7,406 | |||||
| Net cash provided by operating activities | 21,838 | 115,061 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Capital expenditures | (9,852 | ) | (8,107 | ) | ||||
| Restricted cash | (20 | ) | 500 | |||||
| Restricted investments and deposits | 250 | 273 | ||||||
| Proceeds from sale of investment | 45,476 | - | ||||||
| Proceeds from sale of real estate and property and equipment, net | 1,936 | 596 | ||||||
| Other | 17 | - | ||||||
| Net cash provided by (used in) investing activities | 37,807 | (6,738 | ) | |||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Payments of long term debt | - | (42,226 | ) | |||||
| Stock options exercised | - | 931 | ||||||
| Purchase of stock from non-controlling interests holders | (605 | ) | (39 | ) | ||||
| Excess tax benefit from stock option exercises | - | 441 | ||||||
| Treasury stock acquired | (60,111 | ) | (8,312 | ) | ||||
| Net cash used in financing activities | (60,716 | ) | (49,205 | ) | ||||
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (1,071 | ) | 59,118 | |||||
| CASH AND CASH EQUIVALENTS-Beginning of year | 137,697 | 105,149 | ||||||
| CASH AND CASH EQUIVALENTS-End of year | $ | 136,626 | $ | 164,267 | ||||
| Non cash investing activities – Accrued capital expenditures | $ | 1,216 | $ | 615 | ||||
| Non cash investing activities – Loan receivable granted in connection with sale of real estate | $ | - | $ | 475 | ||||
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