UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

(Mark One)

 

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended April 30, 2020
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _________ to _________

 

Commission File Number 001-09097

 

 

REX AMERICAN RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware	31-1095548
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

 

7720 Paragon Road, Dayton, Ohio	45459
(Address of principal executive offices)	(Zip Code)

 

(937) 276-3931

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value	REX	New York Stock Exchange

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.        Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).      Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	o	Accelerated filer x
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company o
		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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

At the close of business on June 3, 2020 the registrant had 6,184,646 shares of Common Stock, par value $.01 per share, outstanding.

 

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

 

INDEX

 

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Condensed Balance Sheets	3
	Consolidated Condensed Statements of Operations	4
	Consolidated Condensed Statements of Equity	5
	Consolidated Condensed Statements of Cash Flows	6
	Notes to Consolidated Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
Item 3.	Defaults upon Senior Securities	36
Item 4.	Mine Safety Disclosures	36
Item 5.	Other Information	36
Item 6.	Exhibits	37

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Condensed Balance Sheets

Unaudited

 

(In Thousands)		April 30,				January 31,
		2020				2020
Assets:
Current assets:
Cash and cash equivalents		$	163,771			$	179,658
Short-term investments			32,601				26,073
Restricted cash			1,410				1,113
Accounts receivable			2,772				12,969
Inventory			27,268				35,634
Refundable income taxes			9,689				6,029
Prepaid expenses and other			9,627				9,659
Total current assets			247,138				271,135
Property and equipment, net			163,132				163,327
Operating lease right-of-use assets			16,689				16,173
Deferred taxes			18,344				17,061
Other assets			753				342
Equity method investment			29,982				32,464
Total assets		$	476,038			$	500,502
Liabilities and equity:
Current liabilities:
Accounts payable, trade (includes $0.1 million and $0.7 million with related parties at April 30, 2020 and January 31, 2020, respectively)		$	7,386			$	18,900
Current operating lease liabilities			5,287				4,935
Accrued expenses and other current liabilities (includes $0.2 million and $0.5 million with related parties at April 30, 2020 and January 31, 2020, respectively)			7,196				7,764
Total current liabilities			19,869				31,599
Long-term liabilities:
Deferred taxes			3,868				4,334
Long-term operating lease liabilities			10,898				10,688
Other long-term liabilities			136				275
Total long-term liabilities			14,902				15,297
Equity:
REX shareholders’ equity:
Common stock			299				299
Paid-in capital			148,821				148,789
Retained earnings			579,350				586,985
Treasury stock			(338,982)				(335,066)
Total REX shareholders’ equity			389,488				401,007
Noncontrolling interests			51,779				52,599
Total equity			441,267				453,606
Total liabilities and equity		$	476,038			$	500,502

 

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Operations

Unaudited

 

(In Thousands)		Three Months Ended
		April 30,
		2020				2019
Net sales and revenue		$	83,250			$	104,575
Cost of sales (includes $12.3 million and $46.7 million with related parties for the quarters ended April 30, 2020 and 2019, respectively)			92,580				100,929
Gross (loss) profit			(9,330)				3,646
Selling, general and administrative expenses (includes $(0.3) million and $0.1 million with related parties for the quarters ended April 30, 2020 and 2019, respectively)			(4,605)				(4,732)
Equity in (loss) income of unconsolidated affiliates			(477)				126
Interest and other income, (net)			669				1,127
(Loss) income before income taxes			(13,743)				167
Benefit for income taxes			5,313				3,548
Net (loss) income			(8,430)				3,715
Net loss (income) attributable to noncontrolling interests			795				(894)
Net (loss) income attributable to REX common shareholders		$	(7,635)			$	2,821
Weighted average shares outstanding – basic and diluted			6,304				6,315
Basic and diluted net (loss) income per share attributable to REX common shareholders		$	(1.21)			$	0.45

 

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Equity

For the Three Months Ended April 30, 2020 and 2019

Unaudited

 

(In Thousands)

 

		REX Shareholders
		Common Shares
		Issued								Treasury								Paid-in				Retained			Noncontrolling					Total
		Shares			Amount					Shares				Amount				Capital				Earnings			Interests					Equity
Balance at January 31, 2020			29,853			$	299				23,561			$	(335,066)			$	148,789			$	586,985			$	52,599			$	453,606
Net loss																							(7,635)				(795)				(8,430)
Treasury stock acquired											78				(3,923)																(3,923)
Noncontrolling interests distribution and other																											(35)				(35)
Capital contributions																											10				10
Issuance of equity awards and stock based compensation expense			-				-				-				7				32				-				-				39
Balance at April 30, 2020			29,853			$	299				23,639			$	(338,982)			$	148,821			$	579,350			$	51,779			$	441,267
Balance at January 31, 2019			29,853			$	299				23,580			$	(335,193)			$	148,273			$	579,558			$	52,334			$	445,271
Net income																							2,821				894				3,715
Noncontrolling interests distribution and other																											(87)				(87)
Capital contributions																											146				146
Issuance of equity awards and stock based compensation expense			-				-				-				7				30				-				-				37
Balance at April 30, 2019			29,853			$	299				23,580			$	(335,186)			$	148,303			$	582,379			$	53,287			$	449,082

 

 

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

Consolidated Condensed Statements of Cash Flows

Unaudited

(In Thousands)		Three Months Ended
		April 30,
		2020				2019
Cash flows from operating activities:
Net (loss) income including noncontrolling interests		$	(8,430)			$	3,715
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation			5,315				6,292
Amortization of operating lease right-of-use assets			1,347				1,333
Loss (income) from equity method investments			477				(126)
Dividends received from equity method investee			2,005				-
Interest income from investments			(125)				(25)
Deferred income tax			(1,748)				(3,619)
Stock based compensation expense			39				128
Gain on sale of property and equipment – net			(3)				-
Changes in assets and liabilities:
Accounts receivable			10,197				(285)
Inventories			8,366				(1,673)
Other assets			(3,759)				(75)
Accounts payable, trade			(11,934)				(760)
Other liabilities			(2,008)				(3,365)
Net cash (used in) provided by operating activities			(261)				1,540
Cash flows from investing activities:
Capital expenditures			(4,700)				(632)
Purchase of short-term investments			(19,237)				-
Sale of short-term investments			12,834				15,000
Other			(278)				7
Net cash (used in) provided by investing activities			(11,381)				14,375
Cash flows from financing activities:
Treasury stock acquired			(3,923)				-
Payments to noncontrolling interests holders			(35)				(87)
Capital contributions from minority investor			10				146
Net cash (used in) provided by financing activities			(3,948)				59
Net (decrease) increase in cash, cash equivalents and restricted cash			(15,590)				15,974
Cash, cash equivalents and restricted cash, beginning of period			180,771				188,812
Cash, cash equivalents and restricted cash, end of period		$	165,181			$	204,786
Non cash investing activities – Accrued capital expenditures		$	457			$	147
Non cash financing activities – Stock awards accrued		$	-			$	91
Initial right-of-use assets and liabilities recorded upon adoption of ASC 842		$	-			$	20,918
Right-of-use assets acquired and liabilities incurred upon lease execution		$	1,863			$	-
Reconciliation of total cash, cash equivalents and restricted cash:
Cash and cash equivalents		$	163,771			$	204,704
Restricted cash			1,410				82
Total cash, cash equivalents and restricted cash		$	165,181			$	204,786

 

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

REX AMERICAN RESOURCES CORPORATION AND SUBSIDIARIES

 

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

April 30, 2020

 

Note 1. Consolidated Condensed Financial Statements

 

References to the Company – References to “REX” or the “Company” in the consolidated condensed financial statements and in these notes to the consolidated condensed financial statements refer to REX American Resources Corporation, a Delaware corporation, and its majority and wholly owned subsidiaries.

 

The consolidated condensed financial statements included in this report have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and include, in the opinion of management, all adjustments necessary to state fairly the information set forth therein. Any such adjustments were of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. Financial information as of January 31, 2020 included in these financial statements has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2020 (fiscal year 2019). It is suggested that these unaudited consolidated condensed financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the year ended January 31, 2020. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the year.

 

Basis of Consolidation – The consolidated condensed financial statements in this report include the operating results and financial position of the Company. All intercompany balances and transactions have been eliminated. The Company consolidates the results of its four majority owned subsidiaries. The Company includes the results of operations of One Earth Energy, LLC (“One Earth”) in its Consolidated Condensed Statements of Operations on a delayed basis of one month as One Earth has a fiscal year end of December 31.

 

Nature of Operations –The Company has two reportable segments: i) ethanol and by-products; and ii) refined coal. Within the ethanol and by-products segment, the Company has equity investments in three ethanol limited liability companies, two of which are majority ownership interests. Within the refined coal segment, the Company has a majority equity interest in one refined coal limited liability company.

 

Note 2. Accounting Policies

 

The interim consolidated condensed financial statements have been prepared in accordance with the accounting policies described in the notes to the consolidated financial statements included in the Company’s fiscal year 2019 Annual Report on Form 10-K. While management believes that the procedures followed in the preparation of interim financial information are reasonable, the accuracy of some estimated amounts is dependent upon facts that will exist or calculations that will be accomplished at fiscal year-end. Examples of such estimates include accrued liabilities, such as management bonuses, and

the provision for income taxes. Any adjustments pursuant to such estimates during the quarter were of a normal recurring nature. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents includes bank deposits as well as short-term, highly liquid investments with original maturities of three months or less.

 

Revenue Recognition

 

For ethanol and by-products segment sales, the Company recognizes sales of ethanol, distillers grains and non-food grade corn oil when obligations under the terms of the respective contracts with customers are satisfied; this occurs with the transfer of control of products, generally upon shipment from the ethanol plant or upon loading of the rail car used to transport the products. For refined coal segment sales, the Company recognizes sales of refined coal when obligations under the term of the contract with its customer are satisfied; this occurs when title and control of the product transfers to its customer, generally upon the coal leaving the refined coal plant. Refined coal sales are recorded net of the cost of coal as the Company purchases the coal feedstock from the customer to which the processed refined coal is sold.

 

Cost of Sales

 

Cost of sales includes depreciation, costs of raw materials, inbound freight charges, purchasing and receiving costs, inspection costs, other distribution expenses, warehousing costs, plant management, certain compensations costs and general facility overhead charges.

 

Selling, General and Administrative (“SG&A”) Expenses

 

The Company includes non-production related costs such as professional fees, selling charges and certain payroll in SG&A expenses.

 

Financial Instruments

 

Certain of the forward grain purchase and ethanol, distillers grains and non-food grade corn oil sale contracts are accounted for under the “normal purchases and normal sales” scope exemption of Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging” (“ASC 815”) because these arrangements are for purchases of grain that will be delivered in quantities expected to be used by the Company and sales of ethanol, distillers grains and non-food grade corn oil quantities expected to be produced by the Company over a reasonable period of time in the normal course of business.

 

The Company uses derivative financial instruments (exchange-traded futures contracts) to manage a portion of the risk associated with changes in commodity prices, primarily related to corn. The Company monitors and manages this exposure as part of its overall risk management policy. As such, the Company seeks to reduce the potentially adverse effects that the volatility of these markets may have on its operating results. The Company may take hedging positions in these commodities as one way to mitigate risk. While the Company attempts to link its hedging activities to purchase and sales activities, there are situations in which these hedging activities can themselves result in losses. The Company does not hold or

issue derivative financial instruments for trading or speculative purposes. The changes in fair value of these derivative financial instruments are recognized in current period earnings as the Company does not use hedge accounting.

 

The Company determined that small changes in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate. Thus, the Company used a discrete effective tax rate method to calculate the provision or benefit for income taxes for the three months ended April 30, 2020 and 2019.

 

The Company provides for deferred tax liabilities and assets for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. The Company provides for a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company paid income taxes of approximately $0.3 million and received refunds of income taxes of approximately $0.2 million during the three months ended April 30, 2020. The Company paid no income taxes nor received refunds of income taxes during the three months ended April 30, 2019.

 

As of April 30, 2020 and January 31, 2020, total unrecognized tax benefits were approximately $7,353,000. Accrued penalties and interest were approximately $18,000 and approximately $17,000 at April 30, 2020 and January 31, 2020, respectively. If the Company were to prevail on all unrecognized tax benefits recorded, the provision for income taxes would be reduced by approximately $7.3 million. In addition, the impact of penalties and interest would also benefit the effective tax rate. Interest and penalties associated with unrecognized tax benefits are recorded within income tax expense. On a quarterly basis, the Company accrues for the effects of open uncertain tax positions and the related potential penalties and interest.

 

Inventories

 

Inventories are carried at the lower of cost or net realizable value on a first-in, first-out basis. Inventory includes direct production costs and certain overhead costs such as depreciation, property taxes and utilities associated with producing ethanol and related by-products and refined coal. Inventory is written down for instances when cost exceeds estimated net realizable value; such write-downs are based primarily upon commodity prices as the market value of inventory is often dependent upon changes in commodity prices. The Company recorded approximately $9.1 million and approximately $1.3 million of inventory write-downs in cost of sales at April 30, 2020 and January 31, 2020, respectively. Fluctuations in the write-down of inventory generally relate to the levels and composition of such inventory and changes in commodity prices at a given point in time. The components of inventory are as follows as of the dates presented (amounts in thousands):

 

	April 30, 2020				January 31, 2020
Ethanol and other finished goods		$	8,868			$	10,864
Work in process			2,605				3,258
Grain and other raw materials			15,795				21,512
Total		$	27,268			$	35,634

Property and Equipment

 

Property and equipment is recorded at cost or the fair value on the date of acquisition (for property and equipment acquired in a business combination). Depreciation is computed using the straight-line method. Estimated useful lives are 5 to 40 years for buildings and improvements, and 2 to 20 years for fixtures and equipment.

 

In accordance with ASC 360-10 “Impairment or Disposal of Long-Lived Assets”, the carrying value of long-lived assets is assessed for recoverability by management when changes in circumstances indicate that the carrying amount may not be recoverable. The Company concluded that the impact of the COVID-19 pandemic and other factors are an indicator that impairment may exist related to certain of its long lived assets. As a result, the Company performed an impairment analysis and determined that there was no impairment. Although it is not possible to reliably estimate the duration of the pandemic and its financial impact, a prolonged significant downturn in the economy could negatively impact the Company’s results of operations and significantly reduce its expectation for future sales, profits and cash flows. Such a reduction in expected future performance could result in the impairment of long-lived assets. There were no impairment charges in the first three months of fiscal years 2020 or 2019.

 

The Company tests for recoverability of an asset group by comparing its carrying amount to its estimated undiscounted future cash flows. If the carrying amount exceeds its estimated undiscounted future cash flows, the Company recognizes an impairment charge for the amount by which the asset group’s carrying amount exceeds its fair value, if any.

Investments

 

The method of accounting applied to long-term investments, whether consolidated, equity or cost, involves an evaluation of the significant terms of each investment that explicitly grant or suggest evidence of control or influence over the operations of the investee and also includes the identification of any variable interests in which the Company is the primary beneficiary. The Company accounts for investments in a limited liability company in which it has a less than 20% ownership interest using the equity method of accounting when the factors discussed in ASC 323, “Investments-Equity Method and Joint Ventures” are met. The excess of the carrying value over the underlying equity in the net assets of equity method investees is allocated to specific assets and liabilities. Investments in businesses that the Company does not control but for which it has the ability to exercise significant influence over operating and financial matters are accounted for using the equity method. The Company accounts for its investment in Big River Resources, LLC (“Big River”) using the equity method of accounting and includes the results on a delayed basis of one month as Big River has a fiscal year end of December 31.

 

The Company periodically evaluates its investments for impairment due to declines in market value considered to be other than temporary. Such impairment evaluations include general economic and company-specific evaluations. If the Company determines that a decline in market value is other than temporary, then a charge to earnings is recorded in the Consolidated Condensed Statements of Operations and a new cost basis in the investment is established.

 

Short-term investments are considered held to maturity, and, therefore are carried at amortized historical cost.

 

Comprehensive Income

 

The Company has no components of other comprehensive income, and therefore, comprehensive income equals net income.

Accounting Changes and Recently Issued Accounting Standards

 

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The Company will be required to adopt this update effective February 1, 2021. The Company has not determined the effect of this update on its consolidated financial statements.

 

Note 3. Net Sales and Revenue

 

The Company recognizes sales of products when obligations under the terms of the respective contracts with customers are satisfied. This occurs with the transfer of control of products, generally upon shipment from the ethanol plant or upon loading of the rail car used to transport the products. Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods. Sales, value added and other taxes the Company collects concurrent with revenue producing activities are excluded from net sales and revenue.

 

The majority of the Company’s sales have payment terms ranging from 5 to 10 days after transfer of control. The Company has determined that sales contracts do not generally include a significant financing component. The Company has not historically, and does not intend to, enter into sales contracts in which payment is due from a customer prior to transferring product to the customer. Thus, the Company does not record unearned revenue.

 

See Note 15 for disaggregation of net sales and revenue by operating segment and by product.

 

Note 4. Leases

 

At April 30, 2020, the Company has lease agreements, as lessee, for railcars. All of the leases are accounted for as operating leases. The lease agreements do not contain a specified implicit interest rate; therefore, the Company’s estimated incremental borrowing rate was used to determine the present value of future minimum lease payments. The exercise of any lease renewal is at the Company’s sole discretion. The lease term for all of the Company’s leases includes the noncancelable period of the lease and any periods covered by renewal options that the Company is reasonably certain to exercise. Certain leases include rent escalations pre-set in the agreements, which are factored into the lease payment stream. The components of lease expense, classified as SG&A expenses on the Consolidated Condensed Statement of Operations are as follows:

 

	Three Months Ended					Three Months Ended
	April 30, 2020					April 30, 2019
Operating lease expense		$	1,686				$	1,609
Variable lease expense			131					193
Total lease expense		$	1,817				$	1,802

The following table is a summary of future minimum rentals on such leases at April 30, 2020 (amounts in thousands):

 

Years Ended January 31,		Minimum Rentals
Remainder of 2021			$	4,500
2022				5,376
2023				3,669
2024				2,503
2025				1,646
Thereafter				49
Total				17,743
Less: present value discount				1,558
Operating lease liabilities			$	16,185

 

At April 30, 2020, the weighted average remaining lease term is 3.5 years and the weighted average discount rate is 5.28% for the above leases.

 

The following table is a summary of future minimum rentals on such leases at January 31, 2020 (amounts in thousands):

 

Years Ended January 31,		Minimum Rentals
2021			$	5,668
2022				4,958
2023				3,251
2024				2,085
2025				1,228
Thereafter				29
Total				17,219
Less: present value discount				1,596
Operating lease liabilities			$	15,623

 

At January 31, 2020, the weighted average remaining lease term was 3.5 years and the weighted average discount rate was 5.46% for the above leases.

 

Note 5. Fair Value

 

The Company applies ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), which provides a framework for measuring fair value under accounting principles generally accepted in the United States of America. This accounting standard defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company determines the fair market values of its financial instruments based on the fair value hierarchy established by ASC 820 which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair values which are provided below. The Company carries certain cash equivalents, investments and derivative instruments at fair value.

 

The fair values of derivative assets and liabilities traded in the over-the-counter market are determined using quantitative models that require the use of multiple market inputs including interest rates, prices and indices to generate pricing and volatility factors, which are used to value the position. The predominance of market inputs are actively quoted and can be validated through external sources, including brokers, market transactions and third-party pricing services. Estimation risk is greater for derivative asset and liability positions that are either option-based or have longer maturity dates where observable market inputs are less readily available or are unobservable, in which case interest rate, price or index scenarios are extrapolated in order to determine the fair value. The fair values of derivative assets and liabilities include adjustments for market liquidity, counterparty credit quality, the Company’s own credit standing and other specific factors, where appropriate.

 

To ensure the prudent application of estimates and management judgment in determining the fair value of derivative assets and liabilities, investments and property and equipment, various processes and controls have been adopted, which include: (i) model validation that requires a review and approval for pricing, financial statement fair value determination and risk quantification; and (ii) periodic review and substantiation of profit and loss reporting for all derivative instruments. Financial assets and liabilities measured at fair value on a recurring basis at April 30, 2020 are summarized below (amounts in thousands):

 

		Level 1				Level 2				Level 3				Fair Value
Investment in cooperative (1)			$	-			$	-			$	341			$	341
Commodity futures (2)				-				293				-				293
Total assets			$	-			$	293			$	341			$	634
Forward purchase contracts (3)			$	-			$	242			$	-			$	242
Commodity futures (3)				-				773				-				773
Total liabilities			$	-			$	1,015			$	-			$	1,015

Financial assets and liabilities measured at fair value on a recurring basis at January 31, 2020 are summarized below (amounts in thousands):

 

		Level 1				Level 2				Level 3				Fair Value
Investment in cooperative (1)			$	-			$	-			$	341			$	341
Commodity futures (2)				-				352				-				352
Total assets			$	-			$	352			$	341			$	693
Forward purchase contract liability (3)			$	-			$	230			$	-			$	230

 

(1) The investment in cooperative is included in “Other assets” on the accompanying Consolidated Condensed Balance Sheets.

(2) The commodity futures asset is included in “Prepaid expenses and other current assets” on the accompanying Consolidated Condensed Balance Sheets.

(3) The forward purchase contract liability and the commodity futures liability are included in “Accrued expenses and other current liabilities” on the accompanying Consolidated Condensed Balance Sheets.

 

The Company determined the fair value of the investment in cooperative by using a discounted cash flow analysis on the expected cash flows. Inputs used in the analysis include the face value of the allocated equity amount, the projected term for repayment based upon a historical trend and a risk adjusted discount rate based on the expected compensation participants would demand because of the uncertainty of the future cash flows. The inherent risk and uncertainty associated with unobservable inputs could have a significant effect on the actual fair value of the investment.

 

There were no assets measured at fair value on a non-recurring basis at April 30, 2020 or January 31, 2020.

 

Note 6. Property and Equipment

 

The components of property and equipment are as follows for the periods presented (amounts in thousands):

 

	April 30, 2020				January 31, 2020
Land and improvements		$	26,244			$	21,957
Buildings and improvements			23,643				23,643
Machinery, equipment and fixtures			301,049				300,972
Construction in progress			950				193
			351,886				346,765
Less: accumulated depreciation			(188,754)				(183,438)
Total		$	163,132			$	163,327

Note 7. Accrued Expenses and Other Current Liabilities

 

The components of accrued expenses and other current liabilities are as follows for the periods presented (amounts in thousands):

 

		April 30, 2020				January 31, 2020
Accrued payroll and related items		$	604			$	1,152
Accrued utility charges			1,318				2,398
Accrued transportation related items			1,500				1,500
Accrued real estate taxes			1,962				1,755
Commodity futures			773				-
Forward purchase contracts			242				230
Accrued income taxes			29				68
Other			768				661
Total		$	7,196			$	7,764

 

Note 8. Derivative Financial Instruments

 

The Company is exposed to various market risks, including changes in commodity prices (raw materials and finished goods). To manage risks associated with the volatility of these natural business exposures, the Company enters into commodity agreements and forward purchase (corn and natural gas) and sale (ethanol, distillers grains and non-food grade corn oil) contracts. The Company does not purchase or sell derivative financial instruments for trading or speculative purposes. The Company does not purchase or sell derivative financial instruments for which a lack of marketplace quotations would require the use of fair value estimation techniques.

 

The following table provides information about the fair values of the Company’s derivative financial instruments (that are not accounted for under the “normal purchases and normal sales” scope exemption of ASC 815) and the line items on the Consolidated Condensed Balance Sheets in which the fair values are reflected (in thousands):

 

		Asset Derivatives								Liability Derivatives
		Fair Value								Fair Value
		April 30, 2020				January 31, 2020				April 30, 2020				January 31, 2020
Commodity futures (1)		$	293			$	352			$	773			$	-
Forward purchase contracts (2)			-				-				242				230
Total		$	293			$	352			$	1,015			$	230

 

(1) Commodity futures assets are included in prepaid expenses and other current assets. These contracts are short/sell positions for approximately 3.2 million bushels of corn at April 30, 2020. These contracts are short/sell positions for approximately 3.7 million bushels of corn and long/buy positions for approximately 2.2 million bushels of corn at January 31, 2020. Commodity futures liabilities are

included in accrued expenses and other current liabilities. These contracts are short/sell positions for approximately 0.3 million bushels of corn, long/buy positions for approximately 3.8 million bushels of corn and long/buy positions for approximately 0.4 million gallons of ethanol at April 30, 2020.

 

(2) Forward purchase contracts liabilities are included in accrued expenses and other current liabilities. These contracts are for purchases of approximately 0.2 million bushels of corn at April 30, 2020 and 1.6 million bushels of corn at January 31, 2020.

 

As of April 30, 2020, and January 31, 2020, all of the derivative financial instruments held by the Company were subject to enforceable master netting arrangements. The Company’s accounting policy is to offset positions and amounts owed or owing with the same counterparty. As of April 30, 2020, and January 31, 2020, the gross positions of the enforceable master netting agreements are not significantly different from the net positions presented in the table above. Depending on the amount of an unrealized loss on a derivative contract held by the Company, the counterparty may require collateral to secure the Company’s derivative contract position. The Company was required to maintain collateral in the amount of approximately $1,410,000 and approximately $1,113,000 to secure the Company’s derivative position at April 30, 2020 and January 31, 2020, respectively.

 

See Note 5 which contains fair value information related to derivative financial instruments.

 

Gains on the Company’s derivative financial instruments of approximately $3,144,000 and approximately $369,000 for the first quarter of fiscal years 2020 and 2019, respectively, were included in cost of sales on the Consolidated Condensed Statements of Operations.

 

Note 9. Investments

 

The following table summarizes the Company’s equity method investment at April 30, 2020 and January 31, 2020 (dollars in thousands):

 

Carrying Amount

Entity

Ownership Percentage

April 30, 2020

January 31, 2020

Big River

10.3%

$29,982

$32,464

 

Undistributed earnings of the Company’s equity method investee totaled approximately $10.0 million and approximately $12.4 million at April 30, 2020 and January 31, 2020, respectively. The Company received dividends from its equity method investee of approximately $2.0 million in the first quarter of fiscal year 2020. The company received no dividends from its equity method investee in the first quarter of fiscal year 2019.

Summarized financial information for the Company’s equity method investee is presented in the following table for the periods presented (amounts in thousands):

 

		Three Months Ended April 30,
		2020				2019
Net sales and revenue		$	197,632			$	184,069
Gross (loss) profit		$	(5,943)			$	1,569
(Loss) income from continuing operations		$	(4,626)			$	1,227
Net (loss) income		$	(4,626)			$	1,227

 

At April 30, 2020, the Company owned certificates of deposit that had an amortized cost, or carrying value, of approximately $32,601,000. The contractual maturity of these investments was less than one year. The yield to maturity rate was approximately 1.3%. Unrealized gains or losses were insignificant.

 

At January 31, 2020, the Company owned certificates of deposit that had an amortized cost, or carrying value, of approximately $26,073,000. The contractual maturity of these investments was less than one year. The yield to maturity rate was approximately 1.8%. Unrealized gains or losses were insignificant.

 

Note 10. Employee Benefits

 

The Company maintains the REX 2015 Incentive Plan, approved by its shareholders, which reserves a total of 550,000 shares of common stock for issuance pursuant to its terms. The plan provides for the granting of shares of stock, including options to purchase shares of common stock, stock appreciation rights tied to the value of common stock, restricted stock, and restricted stock unit awards to eligible employees, non-employee directors and consultants. Since plan inception, the Company has only granted restricted stock awards. The Company measures share-based compensation grants at fair value on the grant date, adjusted for estimated forfeitures. The Company records noncash compensation expense related to liability and equity awards in its consolidated financial statements over the requisite service period on a straight-line basis. At April 30, 2020, 479,988 shares remain available for issuance under the Plan. As a component of their compensation, restricted stock has been granted to directors at the closing market price of REX common stock on the grant date. In addition, one third of executives’ incentive compensation is payable by an award of restricted stock based on the then closing market price of REX common stock on the grant date. The Company’s board of directors has determined that the grant date will be June 15^th, or the next business day if June 15^th is not a business day, for all grants of restricted stock.

At April 30, 2020 and January 31, 2020, unrecognized compensation cost related to nonvested restricted stock was approximately $180,000 and $220,000, respectively. The following tables summarize non-vested restricted stock award activity for the periods presented:

 

		Three Months Ended April 30, 2020
						Weighted				Weighted
						Average Grant				Average Remaining
		Non-Vested				Date Fair Value				Vesting Term
		Shares				(000’s)				(in years)
Non-Vested at January 31, 2020			28,576			$	2,193				2
Granted			-				-
Forfeited			-				-
Vested			-				-
Non-Vested at April 30, 2020			28,576			$	2,193				1

 

		Three Months Ended April 30, 2019
						Weighted				Weighted
						Average Grant				Average Remaining
		Non-Vested				Date Fair Value				Vesting Term
		Shares				(000’s)				(in years)
Non-Vested at January 31, 2019			38,036			$	2,935				2
Granted			-				-
Forfeited			-				-
Vested			-				-
Non-Vested at April 30, 2019			38,036			$	2,935				1

 

The above tables include 24,219 and 34,148 non-vested shares at April 30, 2020 and 2019, respectively, which are included in the number of weighted average shares outstanding used to determine basic and diluted earnings per share attributable to REX common shareholders. Such shares are treated, for accounting purposes, as being fully vested at the grant date as they were granted to recipients who were retirement eligible at the time of grant.

 

Note 11. Income Taxes

 

The Company determined that small changes in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate. Thus, the Company used a discrete effective tax rate method to calculate the provision or benefit for income taxes for the three months ended April 30, 2020 and 2019.

The Company’s income tax benefit was approximately 38.7% and approximately 2,124.6% for the three months ended April 30, 2020 and 2019, respectively. The fluctuation in the rate results primarily from the production tax credits the Company expects to receive associated with its refined coal segment relative to consolidated pre-tax income or loss. Through its refined coal operation, the Company earns production tax credits pursuant to IRC Section 45. The credits can be used to reduce future income tax liabilities for up to 20 years. The Company’s income tax benefit for the first quarter of fiscal year 2020 includes approximately $1.4 million related to the lengthening of a net operating loss carryback allowed by the recently passed CARES Act.

 

The Company files a U.S. federal income tax return and various state income tax returns. In general, the Company is no longer subject to U.S. federal, state or local income tax examinations by tax authorities for years ended January 31, 2014 and prior. A reconciliation of the beginning and ending amount of unrecognized tax benefits, including interest and penalties, is as follows (amounts in thousands):

 

		Three Months Ended April 30,
		2020				2019
Unrecognized tax benefits, beginning of period		$	7,370			$	9,232
Changes for prior years’ tax positions			1				66
Changes for current year tax positions			-				138
Unrecognized tax benefits, end of period		$	7,371			$	9,436

 

Note 12. Commitments and Contingencies

 

The Company is involved in various legal actions arising in the normal course of business. After taking into consideration legal counsels’ evaluations of such actions, management is of the opinion that their outcome will not have a material adverse effect on the Company’s Consolidated Condensed Financial Statements.

 

One Earth and NuGen have combined forward purchase contracts for approximately 6.7 million bushels of corn, the principal raw material for their ethanol plants, and they have combined forward purchase contracts for approximately 2,872,000 MmBtu (million british thermal units) of natural gas.

 

One Earth and NuGen have combined sales commitments for approximately 5.5 million gallons of ethanol, approximately 26,000 tons of distillers grains and approximately 4.2 million pounds of non-food grade corn oil.

 

The refined coal entity has various agreements (site license, operating agreements, etc.) containing payment terms based upon production of refined coal under which the Company is required to pay various fees. These fees totaled approximately $0.3 million and approximately $1.5 million in the first quarter of fiscal years 2020 and 2019, respectively.

 

Note 13. Related-Party Transactions

 

During the first quarters of fiscal years 2020 and 2019, One Earth and NuGen purchased

approximately $12.3 million and approximately $46.7 million, respectively, of corn (and other supplies) from minority equity investors and board members of those subsidiaries. The Company had amounts payable to related parties of approximately $0.1 million and approximately $0.7 million at April 30, 2020 and January 31, 2020, respectively.

 

During the first quarters of fiscal years 2020 and 2019, the Company recognized commission income of approximately $0.3 million and expense of approximately $0.1 million, respectively, payable to the minority investor in the refined coal entity. The commission income or expense is associated with the refined coal acquisition. The Company had accrued liabilities and accounts payable related to the commission income or expense of approximately $0.2 million and approximately $0.5 million at April 30, 2020 and January 31, 2020, respectively.

 

Note 14. Segment Reporting

 

The Company has two reportable segments: i) ethanol and by-products; and ii) refined coal. The Company evaluates the performance of each reportable segment based on segment profit. The following

tables summarize segment and other results and assets (amounts in thousands):

 

		Three Months Ended
		April 30,
		2020				2019
Net sales and revenue:
Ethanol and by-products		$	83,235			$	104,453
Refined coal 1			15				122
Total net sales and revenue		$	83,250			$	104,575

 

¹ The Company records sales in the refined coal segment net of the cost of coal as the Company purchases the coal feedstock from the customer to which refined coal is sold.

		Three Months Ended
		April 30,
		2020				2019
Segment gross (loss) profit:
Ethanol and by-products		$	(8,223)			$	6,115
Refined coal			(1,107)				(2,469)
Total gross (loss) profit		$	(9,330)			$	3,646
(Loss) income before income taxes:
Ethanol and by-products		$	(12,351)			$	3,205
Refined coal			(847)				(2,676)
Corporate and other			(545)				(362)
Total (loss) income before income taxes		$	(13,743)			$	167
Benefit (provision) for income taxes:
Ethanol and by-products		$	4,161			$	(486)
Refined coal			959				3,946
Corporate and other			193				88
Total benefit for income taxes		$	5,313			$	3,548
Segment (loss) profit (net of noncontrolling interests):
Ethanol and by-products		$	(7,433)			$	1,709
Refined coal			150				1,386
Corporate and other			(352)				(274)
Net (loss) income attributable to REX common shareholders		$	(7,635)			$	2,821

 

		April 30, 2020				January 31, 2020
Assets:
Ethanol and by-products		$	383,516			$	408,746
Refined coal			5,076				6,101
Corporate and other			87,446				85,655
Total assets		$	476,038			$	500,502

		Three Months Ended
		April 30,
		2020				2019
Sales of products, ethanol and by-products segment:
Ethanol		$	60,597			$	77,618
Dried distillers grains			18,918				18,674
Non-food grade corn oil			3,188				4,983
Modified distillers grains			457				3,140
Other			75				38
Total		$	83,235			$	104,453
Sales of products, refined coal segment:
Refined coal		$	15			$	122

 

Note 15. Subsequent Event

 

On May 27, 2020, the Company resumed production operations at its One Earth ethanol plant, which had been idled since March 31, 2020.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Ethanol and By-Products

 

At April 30, 2020, investments in our ethanol business include equity investments in three ethanol limited liability companies, two of which we have a majority ownership interest in. The following table is a summary of ethanol gallons shipped at our plants:

 

Entity	Trailing 12 Months Ethanol Gallons Shipped	REX’s Current Effective Ownership Interest	Current Effective Ownership of Trailing 12 Months Ethanol Gallons Shipped
One Earth Energy, LLC	138.3 M	75.2%	104.0 M
NuGen Energy, LLC	84.0 M	99.5%	83.6 M
Big River Resources, LLC:
Big River Resources W Burlington, LLC	113.7 M	10.3%	11.7 M
Big River Resources Galva, LLC	121.8 M	10.3%	12.5 M
Big River United Energy, LLC	131.6 M	5.7%	7.5 M
Big River Resources Boyceville, LLC	60.6 M	10.3%	6.2 M
Total	650.0 M		225.5 M

 

Our ethanol operations and the results thereof are highly dependent on commodity prices, especially prices for corn, ethanol, distillers grains, non-food grade corn oil and natural gas and availability of corn. As a result of price volatility for these commodities, our operating results can fluctuate substantially. The

price and availability of corn is subject to significant fluctuations depending upon several factors that affect commodity prices in general, including crop conditions, the amount of corn stored on farms, weather, federal policy and foreign trade. Because the market prices of ethanol and distillers grains are not always directly related to corn prices (for example, demand for crude and other energy and related prices, the export market demand for ethanol and distillers grains and the results of federal policy decisions and trade negotiations can impact ethanol and distillers grains prices), at times ethanol and distillers grains prices may not follow movements in corn prices and, in an environment of higher corn prices or lower ethanol or distillers grains prices, reduce the overall margin structure at the plants. As a result, at times, we may operate our plants at negative or minimally positive operating margins.

 

We expect our ethanol plants to produce approximately 2.8 gallons of denatured ethanol for each bushel of grain processed in the production cycle. We refer to the actual gallons of denatured ethanol produced per bushel of grain processed as the realized yield. We refer to the difference between the price per gallon of ethanol and the price per bushel of grain (divided by the realized yield) as the “crush spread”. Should the crush spread decline, it is possible that our ethanol plants will generate operating results that do not provide adequate cash flows for sustained periods of time. In such cases, production at the ethanol plants may be reduced or stopped altogether in order to minimize variable costs at individual plants.

 

We attempt to manage the risk related to the volatility of commodity prices by utilizing forward grain purchase, forward ethanol, distillers grains and corn oil sale contracts and commodity futures agreements, as management deems appropriate. We attempt to match quantities of these sale contracts with an appropriate quantity of grain purchase contracts over a given period of time when we can obtain an adequate gross margin resulting from the crush spread inherent in the contracts we have executed. However, the market for future ethanol sales contracts generally lags the spot market with respect to ethanol price. Consequently, we generally execute fixed price contracts for no more than four months into the future at any given time and we may lock in our corn or ethanol price without having a corresponding locked in ethanol or corn price for short durations of time. As a result of the relatively short period of time our fixed price contracts cover, we generally cannot predict the future movements in our realized crush spread for more than four months; thus, we are unable to predict the likelihood or amounts of future income or loss from the operations of our ethanol facilities. We utilize derivative financial instruments, primarily exchange traded commodity future contracts, in conjunction with certain of our grain procurement activities.

 

Refined Coal

 

On August 10, 2017, we purchased the entire ownership interest of an entity that owns a refined coal facility, through a 95.35% owned subsidiary, for approximately $12.0 million. We began operating the refined coal facility immediately after the acquisition. We expect that the revenues from the sale of refined coal produced in the facility will be subsidized by federal production tax credits through November 2021, subject to meeting qualified emissions reductions as governed by Section 45 of the Internal Revenue Code. In order to maintain compliance with Section 45 of the Internal Revenue Code, we are required to test the effectiveness of our process with respect to emissions reductions every six months through an independent laboratory. Annually, the IRS publishes the amount of federal income tax credit earned per ton of refined coal produced and sold. We expect to earn credits at the rate of approximately $7.30 per ton of refined coal produced and sold during calendar year 2020. The tax credits can be earned for refined coal produced and sold by our facility through November 2021.

The refined coal facility is located at the site of a utility-owned electrical generating power station, which is our refined coal operation’s sole customer. Refined coal production and sales vary depending on fluctuations in demand from the site host utility, which generally changes based upon weather conditions in the geographic markets the utility serves and competing energy prices and supplies and the state of the economy. We have contracted with an experienced third party to operate and maintain the refined coal facility and to provide us with management reporting and operating data as required. We do not have any employees on site at the refined coal facility.

 

Future Energy

 

During fiscal year 2013, we entered into a joint venture with Hytken HPGP, LLC (“Hytken”) to file and defend patents for eSteam technology relating to heavy oil and oil sands production methods, and to commercially exploit the technology to generate license fees, royalty income and development opportunities. The patented technology is an enhanced method of heavy oil recovery involving zero emissions downhole steam generation. We own 60% and Hytken owns 40% of the entity named Future Energy, LLC (“Future Energy”).

 

We have agreed to fund direct patent expenses relating to patent applications and defense, annual annuity fees and maintenance on a country by country basis, with the right to terminate funding and transfer related patent rights to Hytken. We have funded all costs relating to new intellectual property, consultants, research and development, pilot field tests and equipment purchases with respect to the proposed commercialization stage of the technology. To date, we have paid and expensed approximately $2.4 million cumulatively primarily for patents, purchases of certain equipment and other expenses. We have not yet tested or proven the commercial feasibility of the technology.

 

Critical Accounting Policies and Estimates

 

During the three months ended April 30, 2020, we did not change any of our critical accounting policies as disclosed in our 2019 Annual Report on Form 10-K as filed with the Securities and Exchange Commission on April 1, 2020.

 

Fiscal Year

 

All references in this report to a particular fiscal year are to REX’s fiscal year ended January 31. For example, “fiscal year 2020” means the period February 1, 2020 to January 31, 2021.

 

Results of Operations

 

For a detailed analysis of period to period changes, see the segment discussion that follows this section as that discussion reflects how management views and monitors our business.

 

Trends and Uncertainties

 

During fiscal years 2020 and 2019, operating results in our ethanol and by-products segment have been adversely affected by a weak margin environment highlighted by higher costs for corn, lower availability of local corn, lower oil prices resulting from an oversupply of oil, the EPA granting small

refiner waivers, and in the first quarter of fiscal year 2020, the outbreak of a new strain of the coronavirus “COVID-19”.

 

Weather conditions delayed, and in some cases prevented the planting of corn in much of the United States, and there continues to be uncertainty regarding the availability of corn on a regional basis. Weather also contributed to intermittent logistical delays during fiscal year 2019. Throughout the first three months of fiscal year 2020 and throughout most of fiscal year 2019, we struggled to obtain adequate supplies of corn at our NuGen facility, on a consistent basis, at acceptable price levels. Consequently, we were not able to operate our NuGen ethanol plant at production levels near our historical averages. We cannot reasonably predict the likelihood of future period production levels compared to historical averages.

 

During the early months of 2020, COVID-19 spread into the United States and other countries. In an effort to contain the spread of this virus, there have been various government mandated restrictions, in addition to voluntary privately implemented restrictions, including limiting public gatherings, retail store closures, restrictions on employees working and the quarantining of people who may have been exposed to the virus. This has led to reduced demand for gasoline and ethanol. The duration of the resulting downturn in economic activity is unknown both on a macro and a micro level and has led to historically low ethanol pricing. Consequently, we idled our NuGen and One Earth ethanol plants in March of 2020. In May of 2020, businesses and other activities slowly began to reopen, which led to an increase in demand for gasoline and ethanol, and in related prices. As a result, we resumed production operations at the One Earth ethanol plant on May 27, 2020. In addition, recent actions by the Federal Reserve, related to the COVID-19 outbreak, have reduced interest rates. Given the amount of cash and short-term investments we have, this will significantly reduce our interest income in future periods, depending on the length of time interest rates remain at these levels. The impacts of the COVID-19 outbreak on our business operations, including the duration and impact on ethanol demand, cannot be reasonably estimated at this time, although a prolonged production stoppage at our plants would have a material adverse impact on our results of operations, financial condition and cash flows in fiscal year 2020.

 

Under the Renewable Fuel Standard “RFS”, the EPA assigns individual refiners, blenders and importers the volume of renewable fuels they are obligated to use based on their percentage of total domestic transportation fuel sales. The EPA can waive the obligation for individual small refineries that are experiencing “disproportionate economic hardship” due to compliance with the RFS. Until recent years, the EPA approved relatively few such waivers. The EPA has approved 31 small refiner waivers related to their 2018 Renewable Fuel Standard compliance obligations, which is estimated to effectively reduce the obligation for ethanol in 2018 by 1.4 billion gallons. The EPA previously granted waivers for 2016 and 2017 totaling approximately 2.6 billion gallons. These actions affect current year demand as obligated parties such as refiners can use the waivers granted by the EPA to help them meet their obligations in different years. There continues to be uncertainty regarding how the EPA will administer the small refiner waivers for 2019 and future years. We believe the waivers have resulted in reduced domestic ethanol demand. There are 27 small refiner waivers pending for the 2019 compliance year.

 

During the first three months of fiscal year 2020 and throughout fiscal year 2019, operating results in our refined coal segment have been adversely affected by lower utility plant demand (our only customer). Projections, provided by the utility plant, for the next twelve months indicate this trend may continue and may be further impacted by the COVID-19 pandemic. While this leads to lower pre-tax

losses from this segment, it also leads to lower tax benefits from Section 45 credits being recognized. Ultimately, this results in lower amounts of segment profit.

 

Should these trends and uncertainties continue, our future operating results are likely to be negatively impacted.

 

Comparison of Three Months Ended April 30, 2020 and 2019

 

Net sales and revenue in the quarter ended April 30, 2020 were approximately $83.3 million compared to approximately $104.6 million in the prior year’s first quarter, representing a decrease of approximately $21.3 million, which was primarily caused by lower sales in our ethanol and by-products segment of approximately $21.2 million. The decline in ethanol and by-products segment net sales and revenue reflects significantly lower production volumes during fiscal year 2020. This relates primarily to operations at NuGen as diminished local availability of corn, the effects of the COVID-19 outbreak and lower ethanol pricing resulted in the idling of the NuGen ethanol plant in March of 2020.

 

Gross loss for the first quarter of fiscal year 2020 was approximately $9.3 million, which was compared to gross profit of approximately $3.6 million for the first quarter of fiscal year 2019. Gross profit for the first quarter of fiscal year 2020 decreased by approximately $14.3 million compared to the prior year first quarter as a result of operations in the ethanol and by-products segment. Gross loss in the refined coal segment was $1.1 million in the first quarter of fiscal year 2020 compared to $2.5 million in the first quarter of fiscal year 2019.

 

SG&A expenses were approximately $4.6 million for the first quarter of fiscal year 2020, which was consistent with the approximately $4.7 million of expenses for the first quarter of fiscal year 2019.

 

During the first quarter of fiscal year 2020, we recognized a loss of approximately $0.5 million compared to income of approximately $0.1 million for the first quarter of fiscal year 2019, from our equity investment in Big River, which is included in our ethanol and by-products segment results. Big River has interests in four ethanol production plants that shipped approximately 428 million gallons in the trailing twelve months ended April 30, 2020 and has an effective ownership of ethanol gallons shipped for the same period of approximately 369 million gallons. Big River’s operations also include agricultural elevators. Due to the inherent volatility of commodity prices within the ethanol industry, we cannot predict the likelihood of future operating results from Big River being similar to historical results.

 

Interest and other income was approximately $0.7 million for the first quarter of fiscal year 2020 versus approximately $1.1 million for the first quarter of fiscal year 2019. Income has decreased as yields on our excess cash decreased compared to fiscal year 2019 and excess cash investment balances decreased compared to fiscal year 2019.

 

As a result of the foregoing, loss before income taxes was approximately $13.7 million for the first quarter of fiscal year 2020 versus income of approximately $0.2 million for the first quarter of fiscal year 2019.

 

We determined that small changes in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate. Thus, the Company used a discrete effective tax rate

method to calculate the provision or benefit for income taxes for the three months ended April 30, 2020 and 2019. Our tax benefit was approximately 38.7% and approximately 2,124.6% for the three months ended April 30, 2020 and 2019, respectively. The fluctuation in the rate results primarily from the production tax credits we expect to receive associated with our refined coal segment relative to pre-tax income or loss. Our income tax benefit for the first quarter of fiscal year 2020 includes approximately $1.4 million related to the lengthening of a net operating loss carryback allowed by the recently passed CARES Act.

 

As a result of the foregoing, net loss was approximately $8.4 million for the first quarter of fiscal year 2020 compared to net income of approximately $3.7 million for the first quarter of fiscal year 2019.

 

Loss (income) related to noncontrolling interests was approximately $0.8 million and approximately $(0.9) million during the first quarters of fiscal years 2020 and 2019, respectively. These amounts represent the other owners’ share of the income or loss of NuGen, One Earth and the refined coal entity.

 

As a result of the foregoing, net loss attributable to REX common shareholders for the first quarter of fiscal year 2020 was approximately $7.6 million, a decrease of approximately $10.5 million from net income attributable to REX common shareholders of approximately $2.8 million for the first quarter of fiscal year 2019.

 

Business Segment Results

 

We have two reportable segments: i) ethanol and by-products; and ii) refined coal. We evaluate the performance of each reportable segment based on segment profit. Segment profit excludes indirect interest income and certain other items that are included in net income determined in accordance with accounting principles generally accepted in the United States of America. Segment profit includes realized and unrealized gains and losses on derivative financial instruments and the provision/benefit for income taxes.

The following sections discuss the results of operations for each of our business segments and corporate and other. Amounts in the corporate and other category include activities that are not separately reportable or related to a segment. The following tables summarizes segment and other results (amounts in thousands):

 

		Three Months Ended
		April 30,
		2020				2019
Net sales and revenue:
Ethanol and by-products		$	83,235			$	104,453
Refined coal 1			15				122
Total net sales and revenue		$	83,250			$	104,575

 

1

We record sales in the refined coal segment net of the cost of coal as we purchase the coal feedstock from the customer to which refined coal is sold.

 

Segment gross (loss) profit:
Ethanol and by-products		$	(8,223)			$	6,115
Refined coal			(1,107)				(2,469)
Total gross (loss) profit		$	(9,330)			$	3,646
(Loss) income before income taxes:
Ethanol and by-products		$	(12,351)			$	3,205
Refined coal			(847)				(2,676)
Corporate and other			(545)				(362)
Total (loss) income before income taxes		$	(13,743)			$	167
Benefit (provision) for income taxes:
Ethanol and by-products		$	4,161			$	(486)
Refined coal			959				3,946
Corporate and other			193				88
Total benefit for income taxes		$	5,313			$	3,548
Segment (loss) profit (net of noncontrolling interests):
Ethanol and by-products		$	(7,433)			$	1,709
Refined coal			150				1,386
Corporate and other			(352)				(274)
Net (loss) income attributable to REX common shareholders		$	(7,635)			$	2,821

 

Ethanol and by-Products

 

The ethanol and by-products segment includes the consolidated financial results of One Earth and NuGen, our equity investment in Big River and certain administrative expenses.

The following table summarizes net sales and revenue from One Earth and NuGen by product group (amounts in thousands):

 

		Three Months Ended
		April 30,
		2020				2019
Sales of products, ethanol and by-products segment:
Ethanol		$	60,597			$	77,618
Dried distillers grains			18,918				18,674
Non-food grade corn oil			3,188				4,983
Modified distillers grains			457				3,140
Other			75				38
Total		$	83,235			$	104,453

 

The following table summarizes selected operating data from One Earth and NuGen:

 

		Three Months Ended
		April 30,
		2020				2019
Average selling price per gallon of ethanol		$	1.25			$	1.27
Gallons of ethanol sold (in millions)			48.3				61.3
Average selling price per ton of dried distillers grains		$	145.64			$	142.02
Tons of dried distillers grains sold			129,895				131,490
Average selling price per pound of non-food grade corn oil		$	0.25			$	0.25
Pounds of non-food grade corn oil sold (in millions)			12.8				19.8
Average selling price per ton of modified distillers grains		$	65.82			$	65.75
Tons of modified distillers grains sold			6,941				47,760
Average cost per bushel of grain		$	3.93			$	3.53
Average cost of natural gas (per MmBtu)		$	3.93			$	3.66

 

Ethanol sales decreased from approximately $77.6 million in the first quarter of fiscal year 2019 to approximately $60.6 million in the first quarter of fiscal year 2020, primarily as a result of a 21% decrease in gallons sold compared to the first quarter of fiscal year 2019. Dried distillers grains sales increased from approximately $18.7 million in the first quarter of fiscal year 2019 to approximately $18.9 million in the first quarter of fiscal year 2020, primarily a result of a $3.62 increase in the price per ton sold compared to the first quarter of fiscal year 2019. Modified distillers grains sales were approximately $0.5 million in in the first quarter of fiscal year 2020 compared to approximately $3.1 million in the first quarter of fiscal year 2019. The decrease was primarily a result of a 85% decrease in tons sold compared to the first quarter of fiscal year 2019 as NuGen shifted production to more dried distillers grains instead of modified distillers grains. Non-food grade corn oil sales were approximately $3.2 million in the first quarter of fiscal year

2020 compared to approximately $5.0 million in the first quarter of fiscal year 2019. The decrease was primarily a result of a 35% decrease in pounds sold compared to the first quarter of fiscal year 2019. The volume decreases were primarily a result of diminished local supplies of corn along with the impact of the COVID-19 outbreak and lower ethanol pricing which prevented us from operating our NuGen ethanol plant at or near historical production levels. In March of 2020, we idled both of our consolidated ethanol plants as reduced demand resulted in historically low ethanol pricing due to the impact of the COVID-19 outbreak. Because of the uncertainty regarding the economic impact of the COVID-19 outbreak, ethanol pricing and the availability of corn, we do not have an estimate of future periods’ sales volume. In May of 2020, businesses and other activities slowly began to reopen, which led to an increase in demand for gasoline and ethanol, and in related prices. As a result, we resumed production operations at the One Earth ethanol plant on May 27, 2020.

 

Gross (loss) profit for the first quarter of fiscal year 2020 was approximately $(8.2) million compared to approximately $6.1 million of gross profit for the first quarter of fiscal year 2019. The crush spread for the first quarter of fiscal year 2020 was approximately $(0.08) per gallon of ethanol sold compared to $0.02 per gallon of ethanol sold during the first quarter of fiscal year 2019. We recognized inventory writedowns of approximately $9.1 million and approximately $0.2 million during the first quarter of fiscal years 2020 and 2019, respectively. These inventory writedowns were related to lower of cost or net realizable value calculations. The inventory writedowns were partially offset by hedging gains on our derivative financial instruments of approximately $3.1 million and approximately $0.4 million during the first quarters of fiscal years 2020 and 2019, respectively. During the first quarter of fiscal year 2020 the impact from the COVID-19 outbreak and lower oil pricing resulted in lower ethanol and corn pricing which severely impacted the inventory writedowns. The decrease of approximately $4.5 million in sales of non-food grade corn oil and modified distillers grains compared to the first quarter of fiscal year 2019 negatively affected gross profit.

 

Grain accounted for approximately 75% ($68.5 million) of our cost of sales during the first quarter of fiscal year 2020 compared to approximately 77% ($75.6 million) during the first quarter of fiscal year 2019. Natural gas accounted for approximately 6% ($5.4 million) of our cost of sales during the first quarter of fiscal year 2020 compared to approximately 6% ($6.2 million) during the first quarter of fiscal year 2019. Both the grain and natural gas dollar decreases were primarily attributable to the lower production levels incurred in the first quarter of fiscal year 2020 compared to the first quarter of fiscal year 2019 levels.

 

We attempt to match quantities of ethanol, distillers grains and non-food grade corn oil sales contracts with an appropriate quantity of grain purchase contracts over a given time period when we can obtain a satisfactory margin resulting from the crush spread inherent in the contracts we have executed. However, the market for future ethanol sales contracts generally lags the spot market with respect to ethanol price. Consequently, we generally execute fixed price sales contracts for no more than four months into the future at any given time and we may lock in our corn or ethanol price without having a corresponding locked in ethanol or corn price for short durations of time. As a result of the relatively short period of time our contracts cover, we generally cannot predict the future movements in our realized crush spread for more than four months.

 

SG&A expenses for the first quarter of fiscal year 2020 were approximately $4.1 million, consistent with the first quarter of fiscal year 2019 amount of approximately $3.9 million.

During the first quarter of fiscal year 2020 we recognized a loss of approximately $0.5 million compared to income of approximately $0.1 million for the first quarter of fiscal year 2019, from our equity investment in Big River. Big River has interests in four ethanol production plants that shipped approximately 428 million gallons in the trailing twelve months ended April 30, 2020 and has an effective ownership of ethanol gallons shipped for the same period of approximately 329 million gallons. Big River’s operations also include agricultural elevators. Due to the inherent volatility of commodity prices within the ethanol industry, we cannot predict the likelihood of future operating results from Big River being similar to historical results.

 

Interest and other income was approximately $0.5 million for the first quarter of fiscal year 2020 compared to approximately $0.8 million for the first quarter of fiscal year 2019. Income has decreased as yields on our excess cash decreased compared to fiscal year 2019 and excess cash investment balances decreased compared to fiscal year 2019.

 

The benefit for income taxes was approximately $4.2 million in the first quarter of fiscal year 2020 compared to a provision of approximately $0.5 million in the first quarter of fiscal year 2019. The fluctuation in segment income tax benefit or provision is primarily related to the large pre tax loss incurred in fiscal year 2020.

 

Loss (income) related to noncontrolling interests was approximately $0.8 million and approximately $(1.0) million during the first quarters of fiscal years 2020 and 2019, respectively. These amounts represent the other owners’ share of the income of NuGen and One Earth.

 

Segment loss for the first quarter of fiscal year 2020 was approximately $7.4 million, which was a decrease of approximately $9.1 million compared to the prior year first quarter segment profit of approximately $1.7 million. The decrease from fiscal year 2019 results is primarily related to lower gross profit levels in fiscal year 2020 compared to fiscal year 2019.

 

Refined Coal

 

The refined coal segment includes the consolidated financial results of our refined coal entity and certain administrative expenses. We acquired the refined coal entity during the third quarter of fiscal year 2017. The following table summarizes sales from refined coal operations by product group (amounts in thousands):

 

		Three Months Ended
		April 30,
		2020				2019
Sales of products, refined coal segment:
Refined coal 1		$	15			$	122

 

¹ We record sales in the refined coal segment net of the cost of coal as we purchase the coal feedstock from the customer to which refined coal is sold.

 

Refined coal sales were approximately $15,000 and approximately $122,000 in the first quarters of fiscal years 2020 and 2019, respectively. During fiscal year 2020, operating results have been adversely affected by lower utility plant demand (our only customer). Refined coal sales vary depending on

fluctuations in demand from the site host utility, which generally change based upon weather conditions in the geographic markets the utility serves and competing energy prices and supplies and the state of the economy. Based upon current year operations and projections from the site host utility, we expect lower demand for refined coal in future periods compared to historical results.

 

Gross loss was approximately $1.1 million and approximately $2.5 million in the first quarters of fiscal years 2020 and 2019, respectively. We expect future period gross losses to vary like the sales fluctuations described above. Based upon the agreements in place that govern the operation, sales and purchasing activities of the refined coal plant, we expect the refined coal operation to continue operating at a gross loss. We expect that the ongoing losses will be subsidized by federal production income tax credits.

 

SG&A expenses were approximately $(0.3) million and approximately $0.2 million in the first quarters of fiscal years 2020 and 2019, respectively. We expect future period expenses to be less than $1.0 million per quarter. The fiscal year 2020 expenses were lower as estimates of future refined coal production and the resulting commissions we would pay have been reduced.

 

Loss related to noncontrolling interests was approximately $38,000 and approximately $116,000 in the first quarters of fiscal years 2020 and 2019, respectively. This amount represents the other owner’s share of the pre-tax loss of refined coal operations.

 

The benefit for income taxes was approximately $1.0 million and approximately $3.9 million in the first quarters of fiscal years 2020 and 2019, respectively. The refined coal segment tax benefit is comprised of an estimated statutory benefit of its pre-tax losses and an estimated benefit from the federal production tax credits we expect to earn from producing and selling refined coal. The amount of benefit we recognize during interim periods will fluctuate based on actual production and profitability levels.

 

As a result of the foregoing, including the benefit of federal production tax credits associated with refined coal production and sales, segment profit was approximately $0.2 million and approximately $1.4 million for the first quarters of fiscal years 2020 and 2019, respectively.

 

Corporate and Other

 

SG&A expenses were approximately $0.7 million for each of the first quarters of fiscal years 2020 and 2019.

 

Interest and other income was approximately $0.2 million and approximately $0.3 million for the first quarters of fiscal years 2020 and 2019, respectively.

 

Liquidity and Capital Resources

 

Net cash used in operating activities was approximately $0.3 million for the first quarter of fiscal year 2020, compared to cash provided of approximately $1.5 million for the first quarter of fiscal year 2019. For the first quarter of fiscal year 2020, cash was used by a net loss of approximately $8.4 million, adjusted for non-cash items of approximately $5.3 million, which consisted of depreciation, amortization of operating lease right-of-use assets, loss from equity method investments, interest income from short-term

investments, the deferred income tax provision and stock based compensation expense. We received dividends from Big River of approximately $2.0 million during the first quarter of fiscal year 2020. A decrease in the balance of accounts receivable provided cash of approximately $10.2 million, which was primarily a result of idling production at the NuGen facility during the first quarter of fiscal year 2020. Inventories decreased by approximately $8.4 million, which was primarily a result lower of cost or net realizable value writedowns, the timing of receipt of raw materials, plant shutdowns and the shipment of finished goods. An increase in the balance of other assets of approximately $3.8 million primarily relates to a net operating loss we intend to carry back for federal income tax purposes. A decrease in the balance of accounts payable used cash of approximately $11.9 million, which was primarily a result of the timing of inventory receipts, vendor payments and idling production at the NuGen facility during the first quarter of fiscal year 2020. A decrease in the balance of other liabilities used cash of approximately $2.0 million, which was primarily a result of payments of operating leases and incentive compensation.

 

Net cash provided by operating activities was approximately $1.5 million for the first quarter of fiscal year 2019. For the first quarter of fiscal year 2019, cash was provided by net income of approximately $3.7 million, adjusted for non-cash items of approximately $4.0 million, which consisted of depreciation, amortization of operating lease right-of-use assets, income from equity method investments, interest income from short-term investments, the deferred income tax provision and stock based compensation expense. An increase in the balance of inventories used cash of approximately $1.7 million, which was primarily a result of the timing of receipt of raw materials. A decrease in the balance of accounts payable used cash of approximately $0.8 million, which was primarily a result of the timing of inventory receipts and vendor payments. A decrease in the balance of other liabilities used cash of approximately $3.4 million, which was primarily a result of payments of operating leases and incentive compensation as well as lower accruals for utilities.

 

At April 30, 2020, working capital was approximately $227.3 million, compared to approximately $239.5 million at January 31, 2020. The ratio of current assets to current liabilities was 12.4 to 1 at April 30, 2020 and 8.6 to 1 at January 31, 2020.

 

Cash of approximately $11.4 million was used in investing activities for the first quarter of fiscal year 2020, compared to cash provided of approximately $14.4 million during the first quarter of fiscal year 2019. During the first quarter of fiscal year 2020, we had capital expenditures of approximately $4.7 million, primarily for the purchase of land at One Earth Energy. Because of the uncertainty related to the COVID-19 outbreak, we do not have an estimate of our capital expenditures for the remainder of fiscal year 2020. During the first quarter of fiscal year 2020, we purchased certificates of deposit (classified as short-term investments) of approximately $19.2 million. During the first quarter of fiscal year 2020, we sold certificates of deposit (classified as short-term investments) of approximately $12.8 million. The certificates of deposit both purchased and sold, had maturities of less than one year. Depending on investment options available, we may elect to retain the funds, or a portion thereof, in cash investments, short-term investments or long-term investments.

 

Cash of approximately $14.4 million was provided by investing activities for the first quarter of fiscal year 2019 as we sold United States treasury bills (classified as short-term investments) of approximately $15.0 million. During the first quarter of fiscal year 2019, we had capital expenditures of approximately $0.6 million.

Cash of approximately $3.9 million was used in financing activities for the first quarter of fiscal year 2020, compared to cash provided of approximately $0.1 million during the first quarter of fiscal year 2019. During the first quarter of fiscal year 2020, we used cash of approximately $3.9 million to purchase approximately 78,000 shares of our common stock in open market transactions.

 

Cash provided by financing activities was insignificant for the first quarter of fiscal year 2019.

 

We are investigating various uses for our excess cash and short-term investments. We have a stock buyback program, and given our current authorization level, can repurchase a total of approximately 272,000 shares at April 30, 2020. We also plan to seek and evaluate investment opportunities including carbon sequestration, energy related, agricultural or other ventures we believe fit our investment criteria in addition to investing in highly liquid short-term securities.

 

We are working with the University of Illinois to explore the development of a carbon sequestration project to be located near the One Earth ethanol plant. The University of Illinois has received a United States Department of Energy award through the CarbonSAFE program, and, will evaluate the greenhouse gas storage potential beneath the site by drilling a test well and performing seismic surveys. Further work and research is needed to determine if this will be a feasible project.

 

Forward-Looking Statements

 

This Form 10-Q contains or may contain forward-looking statements as defined in 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 effect of pandemics such as COVID-19 on the Company’s business operations, including impacts on supplies, demand, personnel and other factors, the impact of legislative and regulatory changes, the price volatility and availability of corn, distillers grains, ethanol, non-food grade corn oil, gasoline, natural gas, logistical delays, our 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 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. Other factors that could cause actual results to differ materially from those in the forward-looking statements are set forth in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2020 (File No. 001-09097).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are exposed to the impact of market fluctuations associated with commodity prices as discussed below.

 

We manage a portion of our risk with respect to the volatility of commodity prices inherent in the ethanol industry by using forward purchase and sale contracts and exchange traded commodity futures contracts. Our exposure to market risk, which includes the impact of our risk management activities, is based on the estimated effect on pre-tax income starting on April 30, 2020 is as follows (amounts in thousands):

 

Commodity		Estimated Total Volume for 12 Months (1)				Unit of Measure		Decrease in Pre-tax Income From a 10% Adverse Change in Price
Ethanol			222,000			Gallons		$	19,034
Corn			79,000			Bushels		$	24,480
Distillers Grains			520			Tons		$	7,875
Non-food grade Corn Oil			61,000			Pounds		$	1,448
Natural Gas			6,135			MmBtu		$	1,034

 

(1)

Based upon trailing twelve months ended April 30, 2020. Future period volumes will vary based upon market and plant conditions.

 

Item 4. Controls and Procedures

 

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are not party to any legal proceedings that we believe would, individually or in the aggregate, have a material adverse effect on our financial condition, results of operations or cash flows.

 

Item 1A. Risk Factors

 

During the quarter ended April 30, 2020, there have been no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended January 31, 2020.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuer Purchases of Equity Securities

 

Period		Total Number of Shares Purchased			Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs			Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
February 1-29, 2020			-			$	-			-			349,861
March 1-31, 2020			-				-			-			349,861
April 1-30, 2020			78,140				50.20			78,140			271,721
Total			78,140			$	50.20			78,140			271,721

 

(1)

On March 20, 2018, our Board of Directors increased our share repurchase authorization by an additional 500,000 shares. At April 30, 2020, a total of 271,721 shares remained available to purchase under this authorization.

 

Item 3. Defaults upon Senior Securities

 

Not Applicable

 

Item 4. Mine Safety Disclosures

 

Not Applicable

 

Item 5. Other Information

 

None

Item 6. Exhibits

 

The following exhibits are filed with this report:

 

	31	Rule 13a-14(a)/15d-14(a) Certifications
	32	Section 1350 Certifications
	101	The following information from REX American Resources Corporation Quarterly Report on Form 10-Q for the quarter ended April 30, 2020, formatted in XBRL: (i) Consolidated Condensed Balance Sheets, (ii) Consolidated Condensed Statements of Operations, (iii) Consolidated Condensed Statements of Equity, (iv) Consolidated Condensed Statements of Cash Flows and (v) Notes to Consolidated Condensed Financial Statements.

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, thereunto duly authorized.

 

REX American Resources Corporation Registrant

 

Signature		Title		Date
/s/ Zafar Rizvi (Zafar Rizvi)		Chief Executive Officer and President   (Chief Executive Officer)		June 4, 2020
/s/ Douglas L. Bruggeman (Douglas L. Bruggeman)		Vice President, Finance and Treasurer   (Chief Financial Officer)		June 4, 2020

Exhibit 31

 

CERTIFICATIONS

 

I, Zafar Rizvi, certify that:

 

1.      I have reviewed this quarterly report on Form 10-Q of REX American Resources Corporation;

 

2.      Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.      Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.      The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.     The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

	Date: June 4, 2020
	/s/ Zafar Rizvi
	Zafar Rizvi
	Chief Executive Officer and President

CERTIFICATIONS

 

I, Douglas L. Bruggeman, certify that:

 

1.       I have reviewed this quarterly report on Form 10-Q of REX American Resources Corporation;

 

2.       Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.       Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.       The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.       The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

	Date: June 4, 2020
	/s/ Douglas L. Bruggeman
	Douglas L. Bruggeman
	Vice President, Finance, Treasurer and Chief Financial Officer

Exhibit 32

 

REX American Resources Corporation

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED BY SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned officers of REX American Resources Corporation (the “Company”) hereby certify, to their knowledge, that the Company’s Quarterly Report on Form 10-Q for the period ended April 30, 2020 which this certificate accompanies, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained therein fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

 

/s/Zafar Rizvi

Zafar Rizvi

Chief Executive Officer and President

 

/s/ Douglas L. Bruggeman

Douglas L. Bruggeman

Vice President, Finance, Treasurer and Chief Financial Officer

 

Date: June 4, 2020