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): March 21, 2019
REX AMERICAN RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-09097 | 31-1095548 |
| (State or other jurisdiction | (Commission File No.) | (IRS Employer Identification No.) |
| of incorporation) |
| 7720 Paragon Road Dayton, Ohio | 45459 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (937) 276-3931
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
| Item 2.02. | Results of Operations and Financial Condition |
On March 21, 2019, REX American Resources Corporation issued a press release announcing financial results for the three month and twelve month periods ended January 31, 2019. 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 March 21, 2019 |
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: March 21, 2019 | 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
FOURTH QUARTER DILUTED EPS OF $0.17
Full Year Diluted EPS of $4.91
Dayton, Ohio, (March 21, 2019) -- REX American Resources Corporation (NYSE: REX) (“REX” or “the Company”) today reported financial results for its fiscal 2018 fourth quarter (“Q4 ‘18”) ended January 31, 2019. REX management will host a conference call and webcast today at 11:00 a.m. ET.
| Conference Call: | 212/271-4615 |
| Webcast / Replay URL: | www.rexamerican.com/Corp/Page4.aspx |
| The webcast will be available for replay for 30 days. |
REX American Resources’ Q4 ‘18 results principally reflect its interests in six ethanol production facilities and its refined coal operation. The One Earth Energy, LLC (“One Earth”) and NuGen Energy, LLC (“NuGen”) ethanol production facilities are consolidated, as is the refined coal entity, while those of its four other ethanol plants are reported as equity in income of unconsolidated ethanol affiliates. The Company reports results for its two business segments as ethanol and by-products, and refined coal.
REX’s Q4 ‘18 net sales and revenue increased 3.5% to $113.3 million, compared with $109.5 million in Q4 ‘17. The year-over-year net sales and revenue increase was primarily due to higher average selling prices for dried and modified distillers grains as well as increased production in the Company’s ethanol and by-products segment, which was partially offset by a 7.9% reduction in the average selling price per gallon of ethanol. The Company’s Q4 ‘18 gross profit for its ethanol and by-products segment was $5.4 million, compared with $10.0 million in Q4 ‘17, primarily resulting from lower ethanol crush spreads. As a result, the ethanol and by-products segment income before income taxes was $1.4 million in Q4 ‘18, compared to income of $6.5 million in Q4 ‘17. The Company’s refined coal operation incurred a $3.2 million gross loss and a $3.3 million loss before income taxes in Q4 ‘18, compared to a $4.0 million gross loss and a loss before income taxes of $4.3 million in Q4 ‘17. As a result, REX reported a loss from continuing operations before income taxes and non-controlling interests in Q4 ‘18 of $1.7 million, compared with income of $1.7 million in Q4 ‘17. While the refined coal operation negatively impacted gross profit and income before income taxes, it contributed to a lower effective tax rate.
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| REX American Resources Q4 ‘18 Results, 3/21/19 | page 2 |
Net income attributable to REX shareholders in Q4 ‘18 was $1.1 million, compared to $19.1 million in Q4 ‘17. Q4 ‘18 basic and diluted net income per share attributable to REX common shareholders was $0.17 per share, compared to $2.89 per share in Q4 ‘17. The prior year results reflected a $14.4 million tax benefit as a result of the remeasurement of the Company’s deferred tax liabilities in connection with the passage of the 2017 Tax Cuts and Job Act. Per share results in Q4 ‘18 and Q4 ‘17 are based on 6,341,000 and 6,604,000 diluted weighted average shares outstanding, respectively.
Segment Income Statement Data:
| ($ in thousands) | Three Months Ended January 31, | Twelve Months Ended January 31, | ||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Net sales and revenue: | ||||||||||||||||
| Ethanol & By-Products (1) | $ | 113,168 | $ | 109,295 | $ | 485,885 | $ | 452,153 | ||||||||
| Refined coal (2) (3) | 176 | 240 | 786 | 433 | ||||||||||||
| Total net sales and revenue | $ | 113,344 | $ | 109,535 | $ | 486,671 | $ | 452,586 | ||||||||
| Gross profit (loss): | ||||||||||||||||
| Ethanol & By-Products (1) | $ | 5,381 | $ | 9,981 | $ | 43,856 | $ | 51,509 | ||||||||
| Refined coal (2) | (3,163) | (3,957) | (13,641) | (7,348) | ||||||||||||
| Total gross profit | $ | 2,218 | $ | 6,024 | $ | 30,215 | $ | 44,161 | ||||||||
| Income (loss) before income taxes: | ||||||||||||||||
| Ethanol & By-Products (1) | $ | 1,354 | $ | 6,545 | $ | 31,545 | $ | 38,352 | ||||||||
| Refined coal (2) | (3,317) | (4,336) | (15,204) | (10,021) | ||||||||||||
| Corporate and other | 288 | (550) | (1,753) | (2,938) | ||||||||||||
| Total income (loss) before income taxes | $ | (1,675) | $ | 1,659 | $ | 14,588 | $ | 25,393 | ||||||||
| Benefit (provision) for income taxes: | ||||||||||||||||
| Ethanol & By-Products | $ | (539) | $ | 13,004 | $ | (2,343) | $ | 3,245 | ||||||||
| Refined coal | 4,759 | 5,250 | 24,674 | 15,168 | ||||||||||||
| Corporate and other | 354 | 222 | 591 | 1,106 | ||||||||||||
| Total benefit (provision) for income taxes | $ | 4,574 | $ | 18,476 | $ | 22,922 | $ | 19,519 | ||||||||
| Segment profit (loss): | ||||||||||||||||
| Ethanol & By-Products | $ | (450) | $ | 18,261 | $ | 23,346 | $ | 35,880 | ||||||||
| Refined coal | 1,597 | 1,108 | 10,148 | 5,628 | ||||||||||||
| Corporate and other | (90) | (316) | (1,849) | (1,802) | ||||||||||||
| Net income attributable to REX common shareholders | $ | 1,057 | $ | 19,053 | $ | 31,645 | $ | 39,706 | ||||||||
| (1) | Includes results attributable to non-controlling interests of approximately 25% for One Earth and approximately 1% for NuGen. | |
| (2) | Includes results attributable to non-controlling interests of approximately 5%. | |
| (3) | Refined coal sales are reported net of the cost of coal. |
REX American Resources’ Chief Executive Officer, Zafar Rizvi, commented, “The fourth quarter proved to be the most challenging period of the year, as weak ethanol pricing significantly impacted margins. Despite these headwinds, stronger distillers grains pricing, coupled with our ability to efficiently increase output across our ethanol and by-products segment and the benefit of our refined coal operation, resulted in our ability to continue to operate profitably and generate $31.6 million of net income for the fiscal full year 2018.
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| REX American Resources Q4 ‘18 Results, 3/21/19 | page 3 |
“As we enter fiscal 2019, we remain focused on near- and long-term opportunities to enhance shareholder value as we look to leverage our robust balance sheet, including cash, cash equivalents and short-term investments in excess of $200 million and working capital of $234 million. While conditions have remained challenging so far in fiscal 2019, we remain confident in our disciplined operating approach and the value of ethanol as a worldwide fuel supply.”
Balance Sheet and Share Repurchase Program
At January 31, 2019, REX had cash and cash equivalents and short-term investments of $203.5 million, $54.8 million of which was at the parent company, and $148.7 million of which was at its consolidated production facilities. This compares with cash and cash equivalents at January 31, 2018, of $191.0 million, $74.1 million of which was at the parent company, and $116.9 million of which was at its consolidated ethanol production facilities.
During the fourth quarter of fiscal 2018, the Company purchased 52,759 shares at an average cost of $65.14. REX is now authorized to repurchase up to 349,861 shares of its common stock. The Company had 6,274,419 shares outstanding at January 31, 2019.
Repurchases by the Company are subject to available liquidity, general market and economic conditions, alternate uses for the capital and other factors. Share repurchases may be made from time to time in open market transactions, block trades or private transactions in accordance with applicable securities laws and regulations and other legal requirements. There is no minimum number of shares the Company is required to repurchase and the repurchase program may be suspended or discontinued at any time without prior notice. All shares purchased will be held in the Company’s treasury for possible future use.
The following table summarizes select data related to REX’s
consolidated alternative energy interests:
Three Months Ended | Twelve Months Ended | |||||||||||||||
| January 31, | January 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Average selling price per gallon of ethanol | $ | 1.17 | $ | 1.27 | $ | 1.29 | $ | 1.40 | ||||||||
| Average selling price per ton of dried distillers grains | $ | 143.20 | $ | 119.20 | $ | 142.20 | $ | 105.89 | ||||||||
| Average selling price per pound of non-food grade corn oil | $ | 0.25 | $ | 0.28 | $ | 0.25 | $ | 0.29 | ||||||||
| Average selling price per ton of modified distillers grains | $ | 58.30 | $ | 57.03 | $ | 59.42 | $ | 45.87 | ||||||||
| Average cost per bushel of grain | $ | 3.41 | $ | 3.18 | $ | 3.46 | $ | 3.35 | ||||||||
| Average cost of natural gas (per mmbtu) | $ | 4.07 | $ | 4.65 | $ | 3.33 | $ | 3.75 | ||||||||
| REX American Resources Q4 ‘18 Results, 3/21/19 | page 4 |
Supplemental data related to REX’s alternative energy interests:
| REX American Resources Corporation Ethanol Ownership Interests/Effective Annual Gallons Shipped as of January 31, 2019 (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) | 141.9 | 75.1% | 106.6 | ||||||
| NuGen Energy, LLC (Marion, SD) | 143.9 | 99.5% | 143.2 | ||||||
| Big River Resources West Burlington, LLC (West Burlington, IA) | 109.8 | 10.3% | 11.3 | ||||||
| Big River Resources Galva, LLC (Galva, IL) | 128.8 | 10.3% | 13.3 | ||||||
| Big River United Energy, LLC (Dyersville, IA) | 131.7 | 5.7% | 7.5 | ||||||
Big River Resources Boyceville, LLC (Boyceville, WI) |
58.3 | 10.3% | 6.0 | ||||||
| Total | 714.4 | n/a | 287.9 | ||||||
Fourth Quarter Conference Call
REX will host a conference call at 11:00 a.m. ET today. Senior management will discuss the financial results and host a question and answer session. The dial in number for the audio conference call is 212/271-4615 (domestic and international callers).
Participants can also listen to a live webcast of the call on the Company’s website, www.rexamerican.com/Corp/Page4.aspx. A webcast replay will be available for 30 days following the live event at www.rexamerican.com/Corp/Page4.aspx.
About REX American Resources Corporation
REX American Resources has interests in six ethanol production facilities, which in aggregate shipped approximately 714 million gallons of ethanol over the twelve month period ended January 31, 2019. REX’s effective ownership of the trailing twelve month gallons shipped (for the twelve months ended January 31, 2019) by the ethanol production facilities in which it has ownership interests was approximately 288 million gallons. In addition, the Company acquired a refined coal operation on August 10, 2017. 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 and regulatory changes, the price volatility and availability of corn, distillers grains, ethanol, non-food grade corn oil, gasoline and natural gas, ethanol and refined coal plants operating efficiently and according to forecasts and projections, changes in the international, national or regional economies, weather, results of income tax audits, changes in income tax laws or regulations, the impact of U.S. foreign trade policy, changes in foreign currency exchange rates and the effects of terrorism or acts of war. The Company does not intend to update publicly any forward-looking statements except as required by law.
| Contact: | |
| Douglas Bruggeman | Joseph Jaffoni, Norberto Aja |
| Chief Financial Officer | JCIR |
| (937) 276-3931 | (212) 835-8500 |
| rex@jcir.com |
- statements of operations follow -
| REX American Resources Q4 ‘18 Results, 3/21/19 | page 5 |
REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(in thousands, except per share amounts)
Unaudited
| Three Months Ended January 31, | Twelve Months Ended January 31, | |||||||||||||||
| 2019 | 2018 | 2019 | 2018 | |||||||||||||
| Net sales and revenue | $ | 113,344 | $ | 109,535 | $ | 486,671 | $ | 452,586 | ||||||||
| Cost of sales | 111,126 | 103,511 | 456,456 | 408,425 | ||||||||||||
| Gross profit | 2,218 | 6,024 | 30,215 | 44,161 | ||||||||||||
| Selling, general and administrative expenses | (4,476) | (6,532) | (20,551) | (24,060) | ||||||||||||
| Equity in (loss) income of unconsolidated ethanol affiliates | (646) | 1,301 | 1,536 | 3,232 | ||||||||||||
| Interest and other income, net | 1,229 | 866 | 3,388 | 2,060 | ||||||||||||
| (Loss) Income from continuing operations before income taxes and non-controlling interests | (1,675) | 1,659 | 14,588 | 25,393 | ||||||||||||
| Benefit for income taxes | 4,574 | 18,476 | 22,922 | 19,519 | ||||||||||||
| Net income including non-controlling interests | 2,899 | 20,135 | 37,510 | 44,912 | ||||||||||||
| Net income attributable to non-controlling interests | (1,842) | (1,082) | (5,865) | (5,206) | ||||||||||||
| Net income attributable to REX common shareholders | $ | 1,057 | $ | 19,053 | $ | 31,645 | $ | 39,706 | ||||||||
| Weighted average shares outstanding – basic and diluted | 6,341 | 6,604 | 6,440 | 6,596 | ||||||||||||
| Basic and diluted net income per share attributable to REX common shareholders | $ | 0.17 | $ | 2.89 | $ | 4.91 | $ | 6.02 | ||||||||
- balance sheets follow -
| REX American Resources Q4 ‘18 Results, 3/21/19 | page 6 |
REX AMERICAN RESOURCES CORPORATION AND
SUBSIDIARIES
Consolidated Balance Sheets
(in thousands)
Unaudited
| January 31, | January 31, | |||||||
| 2019 | 2018 | |||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 188,531 | $ | 190,988 | ||||
| Restricted cash | 281 | 354 | ||||||
| Short-term investments | 14,975 | - | ||||||
| Accounts receivable | 11,378 | 12,913 | ||||||
| Inventory | 18,477 | 20,755 | ||||||
| Refundable income taxes | 7,695 | 6,612 | ||||||
| Prepaid expenses and other | 9,284 | 7,412 | ||||||
| Total current assets | 250,621 | 239,034 | ||||||
| Property and equipment-net | 182,521 | 197,827 | ||||||
| Other assets | 6,176 | 7,454 | ||||||
| Equity method investments | 32,075 | 34,549 | ||||||
| TOTAL ASSETS | $ | 471,393 | $ | 478,864 | ||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable – trade | $ | 7,463 | $ | 8,149 | ||||
| Accrued expenses and other current liabilities | 9,546 | 13,716 | ||||||
| Total current liabilities | 17,009 | 21,865 | ||||||
| LONG TERM LIABILITIES: | ||||||||
| Deferred taxes | 4,185 | 21,706 | ||||||
| Other long term liabilities | 4,928 | 3,367 | ||||||
| Total long term liabilities | 9,113 | 25,073 | ||||||
| COMMITMENTS AND CONTINGENCIES EQUITY: | ||||||||
| REX shareholders’ equity: | ||||||||
| Common stock, 45,000 shares authorized, 29,853 shares issued at par | 299 | 299 | ||||||
| Paid in capital | 148,273 | 146,923 | ||||||
| Retained earnings | 579,558 | 547,913 | ||||||
| Treasury stock, 23,580 and 23,287 shares, respectively | (335,193) | (313,643) | ||||||
| Total REX shareholders’ equity | 392,937 | 381,492 | ||||||
| Non-controlling interests | 52,334 | 50,434 | ||||||
| Total equity | 445,271 | 431,926 | ||||||
| TOTAL LIABILITIES AND EQUITY | $ | 471,393 | $ | 478,864 | ||||
- statements of cash flows follow -
| REX American Resources Q4 ‘18 Results, 3/21/19 | page 7 |
REX AMERICAN RESOURCES CORPORATION AND
SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Unaudited
| Fiscal Years Ended January 31, | ||||||||
| 2019 | 2018 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income | $ | 37,510 | $ | 44,912 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 24,828 | 21,462 | ||||||
| Stock based compensation expense | 669 | 1,641 | ||||||
| Income from equity method investments | (1,536) | (3,232) | ||||||
| Dividends received from equity method investments | 4,010 | 6,516 | ||||||
| Interest income from investments | (1,077) | - | ||||||
| Loss on sale of investment | - | 13 | ||||||
| Loss on disposal of real estate and property and equipment | 104 | 192 | ||||||
| Deferred income tax | (23,364) | (18,605) | ||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | 1,535 | (1,089) | ||||||
| Inventory | 2,278 | (3,649) | ||||||
| Prepaid expenses and other assets | 5,217 | (1,170) | ||||||
| Income taxes refundable | (1,083) | (5,542) | ||||||
| Accounts payable-trade | 339 | (1,705) | ||||||
| Accrued expenses and other liabilities | (1,499) | 1,225 | ||||||
| Net cash provided by operating activities | 47,931 | 40,969 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Capital expenditures | (10,775) | (24,017) | ||||||
| Acquisition of business, net of cash acquired | - | (12,049) | ||||||
| Purchases of short-term investments | (125,989) | - | ||||||
| Sales of short-term investments | 112,091 | - | ||||||
| Repayment of note receivable | 27 | 26 | ||||||
| Proceeds from sale of investment | - | 64 | ||||||
| Proceeds from sale of real estate and property and equipment | - | 104 | ||||||
| Restricted investments and deposits | 5 | 150 | ||||||
| Net cash used in investing activities | (24,641) | (35,722) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Payments to non-controlling interests holders | (4,489) | (3,529) | ||||||
| Capital contributions from minority investor | 524 | 918 | ||||||
| Treasury stock acquired | (21,855) | - | ||||||
| Net cash used in financing activities | (25,820) | (2,611) | ||||||
| NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (2,530) | 2,636 | ||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH-Beginning of year | 191,342 | 188,706 | ||||||
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH-End of year | $ | 188,812 | $ | 191,342 | ||||
| Non cash financing activities – Equity awards issued | $ | 1,473 | $ | 1,195 | ||||
| Non cash financing activities – Equity awards accrued | $ | 487 | $ | 1,485 | ||||
| Non cash investing activities – Accrued capital expenditures | $ | - | $ | 1,149 | ||||
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